Motion for attorneys fees - Domestic Airlines

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA

IN RE DOMESTIC AIRLINE TRAVEL ANTITRUST LITIGATION MDL No. 2656

Case No. 1:15-mc-01404-CKK [ORAL ARGUMENT REQUESTED]

This Document Relates To: ALL CASES

PLAINTIFFS’ MOTION FOR AWARD OF ATTORNEYS’ FEES, REIMBURSEMENT

OF REASONABLE LITIGATION EXPENSES, AND AWARD OF FUTURE LITIGATION EXPENSES

Pursuant to Federal Rules of Civil Procedure 23(h) and 54(d)(2), and in connection with

the final approval of the American Airlines, Inc. (“American”) and Southwest Airlines Co.

(“Southwest”) settlements, Plaintiffs hereby move the Court for (1) an award of attorneys’ fees in

the amount of $15 million, which constitutes 25 percent of the Settlement Fund,1 (2)

reimbursement of reasonably incurred litigation expenses in the amount of $1,573,192.48, and (3)

approval of $3 million (5 percent of the Settlement Fund) to be set aside for the purpose of creating

a fund for future litigation expenses. Fed. R. Civ. P. 23(h), 54(d)(2). The Court should grant this

Motion because the fees and costs requested are fair and reasonable in light of the resources

expended and risks undertaken to litigate this case against the four largest U.S.-based airlines.

Plaintiffs’ request falls well within the range that other district courts within this Circuit have

approved.

1 “Settlement Fund” means the American settlement of $45 million, plus the Southwest settlement of $15 million, which total $60 million.

Case 1:15-mc-01404-CKK Document 300 Filed 12/05/18 Page 1 of 37

This motion is based on the Memorandum of Law as well as the Joint Declaration of

Cotchett, Pitre & McCarthy, LLP and Hausfeld LLP and the exhibits thereto.

Dated: December 5, 2018 Respectfully Submitted, /s/ Adam J. Zapala Adam J. Zapala Elizabeth T. Castillo Adam J. Trott Michael A. Montano COTCHETT, PITRE & McCARTHY, LLP 840 Malcolm Road, Suite 200 Burlingame, CA 94010 Telephone: 650-697-6000 [email protected] [email protected] [email protected] [email protected] Alexander E. Barnett COTCHETT, PITRE & McCARTHY, LLP 40 Worth Street, 10th Floor New York, NY 10013 Telephone: 212-201-6820 [email protected] Interim Co-Lead Class Counsel

/s/ Michael D. Hausfeld Michael D. Hausfeld Hilary K. Scherrer Jeannine Kenney HAUSFELD LLP 1700 K Street NW, Suite 650 Washington, DC 20006 Telephone: (202) 540-7200 [email protected] [email protected] [email protected] Michael P. Lehmann Bonny E. Sweeney HAUSFELD, LLP 600 Montgomery Street, Suite 3200 San Francisco, CA 94111 Telephone: (415) 633-1908 [email protected] [email protected]



IN RE DOMESTIC AIRLINE TRAVEL ANTITRUST LITIGATION

MDL No. 2656 Case No. 1:15-mc-01404-CKK [ORAL ARGUMENT REQUESTED]


PLAINTIFFS’ MEMORANDUM OF LAW IN SUPPORT OF MOTION FOR AWARD OF ATTORNEYS’ FEES, REIMBURSEMENT OF REASONABLE LITIGATION

EXPENSES, AND AWARD OF FUTURE LITIGATION EXPENSES


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TABLE OF CONTENTS

Page

I. INTRODUCTION .............................................................................................................. 1

II. STATEMENT OF FACTS ................................................................................................. 4

A. American and Southwest Settlements ..................................................................... 4

B. Litigation Overview ................................................................................................ 4

III. ARGUMENT ...................................................................................................................... 7

A. The Court Should Grant Class Counsel’s Request for Attorneys’ Fees Because It Is Fair and Reasonable. ........................................................................................... 7

The D.C. Circuit Recognizes the Common Fund Doctrine. ....................... 7

The Court Should Award Attorneys’ Fees Based on the Percentage-of-the-Recovery Method. ....................................................................................... 8

An Award of Attorneys’ Fees of 25 Percent of the Settlement Fund Is Fair and Reasonable. .......................................................................................... 9

1. Size of Fund and Number of Persons Benefited ............................. 9

2. Objections to Fees by Class Members .......................................... 11

3. Skill and Efficiency of Class Counsel .......................................... 11

4. Complexity and Duration of the Case ........................................... 13

5. Risk of Nonpayment and Amount of Time Devoted by Class Counsel ......................................................................................... 14

6. Attorneys’ Fee Awards in Similar Cases ...................................... 16

Other Potential Considerations ................................................................. 18

1. The Lodestar Method Confirms the Reasonableness of the Fee Request. ......................................................................................... 19

2. Public Policy Further Supports the Fee Request........................... 20

B. The Court Should Grant Reimbursement of Reasonably Incurred Litigation Expenses. .............................................................................................................. 21


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C. The Court Should Establish a Future Litigation Fund to Assist in Further Prosecution of These Important Claims. ............................................................... 24

IV. CONCLUSION ................................................................................................................. 26


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TABLE OF AUTHORITIES

Pages(s)

Cases

Advoc. Health Care v. Mylan Labs. Inc. (In re Lorazepam & Clorazepate Antitrust Litig.), No. 99-0790 (TFH), 2003 U.S. Dist. LEXIS 12344 (D.D.C. June 16, 2003).................. passim

In re Aetna Inc. Sec. Litig., 2001 U.S. Dist. LEXIS 68 (E.D. Pa. Jan. 4, 2001) ........................................................2, 15, 17

In re Air Cargo Shipping Servs. Antitrust Litig., No. 06-md-1775 (E.D.N.Y.) ....................................................................................................12

In re Air Cargo Shipping Servs. Antitrust Litig., No. 06-MD-1775 (JG) (VVP), 2012 U.S. Dist. LEXIS 108299 (E.D.N.Y. Aug. 2, 2012) ...........................................................................................................................17

In re Ampicillin Antitrust Litig., 526 F. Supp. 494 (D.D.C. 1981) ..............................................................................................16

In re Auto. Parts Antitrust Litig., Master File No. 12-md-02311, 2016 U.S. Dist. LEXIS 98446 (E.D. Mich. June 20, 2016) ....................................................................................................................24, 25

In re Auto. Parts Antitrust Litig. (Wire Harness Systems), Master File No. 12-md-02311, Case No. 2:12-cv-00103, ECF No. 577 (E.D. Mich. July 10, 2017) ................................................................................................................10

In re Baan Co. Secs. Litig., 288 F. Supp. 2d 14 (D.D.C. 2003) ...........................................................................................19

Bebchick v. Wash. Metro. Area Transit Com., 805 F.2d 396 (D.C. Cir. 1986) ...................................................................................................8

Behrens v. Wometco Enters., Inc., 118 F.R.D. 534 (S.D. Fla. 1988) ..............................................................................................14

Bell Atlantic Corp. v. Twombly, 550 U.S. 544 (2007) .................................................................................................................11

In re Black Farmers Discrimination Litig., 856 F. Supp. 2d 1 (D.D.C. 2011) ...................................................................................7, 18, 19

Boeing Co. v. Van Gemert, 444 U.S. 472 (1980) ...................................................................................................................8


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Bradburn Parent Teacher Store, Inc. v. 3M, 513 F. Supp. 2d 322 (E.D. Pa. 2007) .......................................................................................17

In Re Brand Name Prescription Drug Litig., No. 94 C 897, MDL No. 997 (N.D. Ill. Feb. 18, 1998) ...........................................................25

Brown v. Phillips Petroleum Co., 838 F.2d 451 (10th Cir. 1988) ...................................................................................................8

In re California Micro Devices Sec. Litig., 965 F. Supp. 1327 (N.D. Cal. 1997) ........................................................................................25

Camden I Condominium Ass’n v. Dunkle, 946 F.2d 768 (11th Cir. 1991) ...................................................................................................8

In re Capacitors Antitrust Litig., No. 14-cv-03264-JD, ECF No. 1934 (N.D. Cal. Oct. 30, 2017) .............................................10

In re Cardinal Health Inc. Sec. Litig., 528 F. Supp. 2d 752 (S.D. Ohio 2007) ....................................................................................14

In re Citigroup Inc. Sec. Litig., 965 F. Supp. 2d 369 (S.D.N.Y. 2013)........................................................................................2

Cohen v. Warner Chilcott Pub. Ltd. Co., 522 F. Supp. 2d 105 (D.D.C. 2007) ...................................................................................16, 22

In re Compact Disc Minimum Advertised Price Antitrust Litig., 216 F.R.D. 197 (D. Me. 2003) .................................................................................................19

In re Corrugated Container Antitrust Litig., No. 81-md-310, U.S. Dist. LEXIS 9687 (S.D. Tex. June 4, 1981) .........................................10

In re Dynamic Random Access Memory (DRAM) Antitrust Litig., No. 02-md-01486 (ECF No. 1315) (N.D. Cal. Feb. 14, 2007) ................................................25

In re First Databank Antitrust Litig., 209 F. Supp. 2d 96 (D.D.C. 2002) .......................................................................................7, 16

Goldberger v. Integrated Res., Inc., 209 F.3d 43 (2d Cir. 2000).......................................................................................................14

Gunter v. Ridgewood Energy Corp., 223 F.3d 190 (3d Cir. 2000).....................................................................................................15

Hensley v. Eckerhart, 461 U.S. 424 (1983) ...............................................................................................................7, 9


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In re Int’l Air Transp. Surcharge Antitrust Litig. No. 06-md-01793 (N.D. Cal.) ..................................................................................................12

In re Iowa Ready-Mix Concrete Antitrust Litig., No. 10-cv-4038, 2011 U.S. Dist. LEXIS 130180 (N.D. Iowa Nov. 9, 2011) ......................2, 17

Kifafi v. Hilton Hotels Ret. Plan, 999 F. Supp. 2d 88 (D.D.C. 2013) .......................................................................................9, 22

In re Linerboard Antitrust Litig., 292 F. Supp. 2d 631 (E.D. Pa. 2003) .......................................................................4, 10, 24, 25

In re Linerboard Antitrust Litig., MDL No. 1261, 2004 U.S. Dist. LEXIS 10532 (E.D. Pa. June 2, 2004) ..........................17, 21

In re Lease Oil Antitrust Litig., 186 F.R.D. 403 (S.D. Tex. 1999) .............................................................................................17

Levine v. Am. Psychological Ass’n (In re APA Assessment Fee Litig.), 311 F.R.D. 8 (D.D.C. 2015) .......................................................................................................2

In re Livingsocial Mktg. & Sales Practice Litig., 298 F.R.D. 1 (D.D.C. 2013) .......................................................................................................2

In re Lloyd’s Am. Trust Fund Litig., No. 96 Civ. 1262 (RWS), 2002 U.S. Dist. LEXIS 22663 (S.D.N.Y. Nov. 26, 2002) ..........................................................................................................................................8

Maywalt v. Parker & Parsley Petroleum Co., 963 F. Supp. 310 (S.D.N.Y. 1997) ............................................................................................2

Mesko v. Cabletron Sys. (In re Cabletron Sys. Sec. Litig.), 239 F.R.D. 30 (D.N.H. 2006) ....................................................................................................2

In re Microcrystalline Cellulose Antitrust Litig., No. 01-cv-111 (E.D. Pa. June 15, 2005) ..................................................................................25

Minn. Mining & Mfg. Co. v. New Jersey Wood Finishing Co., 381 U.S. 311 (1965) .................................................................................................................20

In re Motorsports Merchandise Antitrust Litig., 112 F. Supp. 2d 1329 (N.D. Ga. 2000) ................................................................................4, 13

In re Newbridge Networks Sec. Litig., No. 94-1678-LFO, 1998 U.S. Dist. LEXIS 23238 (D.D.C. Oct. 23, 1998) ............................15

Newby v. Enron Corp., 394 F.3d 296 (5th Cir. 2004) .............................................................................................24, 25


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In re Packaged Ice Antitrust Litig., No. 08-md-01952, 2010 U.S. Dist. LEXIS 77645 (E.D. Mich. Aug. 2, 2010) .......................10

In re Packaged Ice Antitrust Litig., No. 08-MDL-01952, 2011 U.S. Dist. LEXIS 150427 (E.D. Mich. Dec. 13, 2011) ........................................................................................................................................13

In re Packaged Ice Antitrust Litig., No. 11-md-01952, 2011 U.S. Dist. LEXIS 17255 (E.D. Mich. Feb. 22, 2011) ................24, 25

Paul, Johnson, Alston & Hunt v. Graulty, 886 F.2d 268 (9th Cir. 1989) .....................................................................................................8

Perma Life Mufflers, Inc. v. Int’l Parts Corp., 392 U.S. 134 (1968) .................................................................................................................20

Pillsbury Co. v. Conboy, 459 U.S. 248 (1983) .................................................................................................................20

In re Polyurethane Foam Antitrust Litig., No. 1:10 MD 2196, 2015 U.S. Dist. LEXIS 23482 (N.D. Ohio Feb. 26, 2015)......................16

Powers v. Eichen, 229 F.3d 1249 (9th Cir. 2000) .................................................................................................17

Precision Associates, Inc. et al. v. Panalpina World Transport (Holding) Ltd., et al., No. 08-cv-00042-(JG) (VVP) ..................................................................................................10

Precision Assocs. v. Panalpina World Transp. (Holding) Ltd., No. 08-cv-00042 (E.D.N.Y.) ...................................................................................................12

In re Pressure Sensitive Labelstock Antitrust Litig., 584 F. Supp. 2d 697 (M.D. Pa. 2008) ......................................................................................24

Reiter v. Sonotone Corp., 442 U.S. 330 (1979) .................................................................................................................20

Rosenbaum v. MacAllister, 64 F.3d 1439 (10th Cir. 1995) .................................................................................................15

In re S.E. Milk Antitrust Litig., No. 08-md-1000, 2013 U.S. Dist. LEXIS 70167 (E.D. Tenn. May 17, 2013) ....................2, 17

In re Shopping Carts Antitrust Litig., No. 451-CLB, 1983 U.S. Dist. LEXIS 11555 (S.D.N.Y. Nov. 18, 1983) .................................4


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Std. Iron Works v. Arcelormittal (In re Steel Antitrust Litig.), No. 08-C-5214, 2014 U.S. Dist. LEXIS 162557 (N.D. Ill. Oct. 22, 2014) .............................17

Swedish Hosp. Corp. v. Shalala, 1 F.3d 1261 (D.C. Cir. 1993) .................................................................................................7, 9

In re TFT-LCD (Flat Panel) Antitrust Litig., No. 07-1827 (ECF No. 2474) (N.D. Cal. Feb. 17, 2011) ........................................................25

In re Trans Union Corp. Privacy Litig., 629 F.3d 741 (7th Cir. 2011) ...................................................................................................14

In re Transpacific Air Passenger Transp. Antitrust Litig., MDL No. 1913, No. 07-CV-5634-CRB (N.D. Cal.) ...............................................................12

In re Transpacific Passenger Air Transp. Antitrust Litig., No. C 07-05634 CRB, 2015 U.S. Dist. LEXIS 67904 (N.D. Cal. May 26, 2015) ............................................................................................................................17, 24, 25

In re Transpacific Passenger Air Transportation Antitrust Litig., No. 07-05634-CRB, ECF Nos. 968, 1009 (N.D. Cal. Dec. 14, 2014; May 26, 2015) ........................................................................................................................................10

Trombley v. Nat’l City Bank, 826 F. Supp. 2d 179 (D.D.C. 2011) .........................................................................................19

Vista Healthplan, Inc. v. Warner Holdings Co. III, Ltd., 246 F.R.D. 349 (D.D.C. 2007) ...........................................................................................16, 22

In re Vitamins Antitrust Litig., MDL No. 1285, 2001 U.S. Dist. LEXIS 25067 (D.D.C. July 16, 2001) ......................... passim

Wal-Mart Stores, Inc. v. Visa U.S.A., Inc., 396 F.3d 96 (2d Cir. 2005).......................................................................................................21

Wells v. Allstate Ins. Co., 557 F. Supp. 2d 1 (D.D.C. 2008) .............................................................................................19

Statutes

Sherman Antitrust Act Sections 1 and 3 (15 U.S.C. §§ 1, 3) (2004) ...............................................1

Rules

Federal Rules of Civil Procedure 23(h) and 54(d)(2) ..................................................................3, 5


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Other Authorities

Theodore Eisenberg & Geoffrey P. Miller, Attorney Fees in Class Action Settlements: An Empirical Study ..............................................................................................17


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I. INTRODUCTION

Plaintiffs, by and through Interim Co-Lead Class Counsel (“Class Counsel”), hereby move

the Court for an award of attorneys’ fees in the amount of $15 million, reimbursement of

reasonably incurred litigation expenses in the amount of $1,573,192.48, and approval of a $3

million future litigation expense fund.

In mid-2015, Plaintiffs filed the first complaints against four major U.S.-based airlines—

American Airlines, Inc. (“American”), Delta Air Lines, Inc. (“Delta”), Southwest Airlines Co.

(“Southwest”), and United Airlines, Inc. (“United”) (collectively, “Defendants”)—alleging that

they colluded to limit their respective capacity in a conspiracy to fix, raise, maintain, and/or

stabilize prices for air passenger transportation services within the United States, its territories, and

the District of Columbia in violation of Sections 1 and 3 of the Sherman Antitrust Act (15 U.S.C.

§§ 1, 3) (2004)). Although the Antitrust Division of the United States Department of Justice

(“DOJ”) closed its investigation without charging any airline with antitrust violations, Plaintiffs

have continued to vigorously litigate this case and, after three years of hard-fought litigation, have

achieved $60 million in settlements (“Settlement Fund”) with two of the four Defendants.

Plaintiffs’ achievements in this case to date are even more notable given the intricacies of

the alleged conspiracy, including the use of conduits, non-parties, and public signaling to achieve

the cartel’s aims. The case has been heavily litigated, requiring, among other tasks, significant

motion practice and discovery management by the Special Master. In light of the substantial

settlement fund created for the class, the factors guiding district courts in granting fee awards, and

the significant risk faced by Plaintiffs throughout this litigation, Class Counsel’s fee request for 25

percent of the Settlement Fund is fair and reasonable. See, e.g., Advoc. Health Care v. Mylan Labs.

Inc. (In re Lorazepam & Clorazepate Antitrust Litig.), No. 99-0790 (TFH), 2003 U.S. Dist. LEXIS

12344, at *28 (D.D.C. June 16, 2003) (“Lorazepam”) (awarding 30.6 percent of $35 million


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settlement fund where class action was “vigorously litigated for a protracted period of time, raised

novel and complex issues, involved a substantial risk of absolute non-payment, and demonstrated

the quality of Class Counsel’s reputation”); In re Aetna Inc. Sec. Litig., 2001 U.S. Dist. LEXIS

68, at *45, *59 (E.D. Pa. Jan. 4, 2001) (“Aetna”) (awarding 30 percent of $82.5 million

settlement fund where “the course of this litigation was prolonged, having been actively litigated

for nearly three years, and involved complex issues”); Maywalt v. Parker & Parsley Petroleum

Co., 963 F. Supp. 310, 313 (S.D.N.Y. 1997) (awarding 33.4 percent of the common fund).

Class Counsel’s request is well within the range of fee percentages granted in similar

common fund cases, including those by this Court. See, e.g., Levine v. Am. Psychological Ass’n

(In re APA Assessment Fee Litig.), 311 F.R.D. 8, 22 (D.D.C. 2015) (awarding 30 percent of

settlement fund); In re S.E. Milk Antitrust Litig., No. 08-md-1000, 2013 U.S. Dist. LEXIS 70167,

at *31 (E.D. Tenn. May 17, 2013) (“S.E. Milk”) (awarding one-third of $158 million settlement

fund); In re Iowa Ready-Mix Concrete Antitrust Litig., No. 10-cv-4038, 2011 U.S. Dist. LEXIS

130180, at *18-19 (N.D. Iowa Nov. 9, 2011) (“Concrete”) (awarding 36 percent of $18.5 million

settlement fund).

Moreover, a “lodestar crosscheck” of Class Counsel’s attorney fee request confirms its

reasonableness beyond question: Class Counsel’s request would result in a negative multiplier,

meaning that granting the fee award will not fully compensate Plaintiffs’ Counsel for the time

spent on the litigation thus far. See, e.g., In re Livingsocial Mktg. & Sales Practice Litig., 298

F.R.D. 1, 15 (D.D.C. 2013); Mesko v. Cabletron Sys. (In re Cabletron Sys. Sec. Litig.), 239 F.R.D.

30, 37 (D.N.H. 2006); In re Citigroup Inc. Sec. Litig., 965 F. Supp. 2d 369, 88 (S.D.N.Y. 2013).

Through Class Counsel’s substantial efforts, as more fully described herein, a substantial

Settlement Fund has been created for the benefit of the class.


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Class Counsel’s requests for reimbursement of incurred litigation expenses and for a future

litigation fund are also consistent with what courts have approved in other complex class actions,

especially in antitrust cases. Courts routinely award litigation expenses which would ordinarily be

billed to a private client, and allowing a portion of the total settlement fund to be used for future

expenses is well-accepted. See, infra, at § III(B)-(C) (The Court Should Grant Reimbursement of

Reasonably Incurred Litigation Expenses; The Court Should Establish a Future Litigation Fund to

Assist in Further Prosecution of These Important Claims).

Accordingly, pursuant to Federal Rules of Civil Procedure 23(h) and 54(d)(2), Plaintiffs

respectfully request: (1) an award of attorneys’ fees of 25 percent ($15 million) of the Settlement

Fund, (2) reimbursement of reasonable litigation expenses incurred from February 5, 2016 through

June 18, 2018 (i.e., the date of the Court’s appointment of leadership through the date of the

Court’s preliminary approval of the most recent settlement, the American settlement) totaling

$1,573,192.48 (exclusive of notice and claims administration expenses2), and (3) approval to

create a $3 million future litigation fund. Fed. R. Civ. P. 23(h), 54(d)(2). Collectively, the

foregoing constitutes 32.6 percent of the Settlement Fund and is fair and reasonable under the

circumstances.3

2 Under paragraph 30 of each of the Southwest and American Settlement Agreements, payment for the costs of notice and administration by the Claims Administrator is to be disbursed from the Escrow Account to the Claims administrator upon approval of the Court. Plaintiffs will shortly file a separate proposed order seeking Court approval of disbursements from the Escrow Accounts established for each Settlement Funds for payment of notice and administration costs incurred to date. 3 Class Counsel recognize that in matters involving partial settlements, the Court may, in its discretion, defer payment of all or a portion of any fees awarded until distribution of the settlement proceeds.


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II. STATEMENT OF FACTS

A. American and Southwest Settlements

On December 20, 2017, after extensive and hard-fought negotiations, Plaintiffs and

Southwest entered into a proposed settlement of $15 million, which the Court preliminarily

approved on January 3, 2018 (ECF No. 197). This icebreaker settlement included cooperation

provisions regarding the remaining three Defendants. On June 14, 2018, Plaintiffs and American

entered into a proposed settlement of $45 million, which the Court preliminarily approved on June

18, 2018 (ECF No. 249). This second settlement also included cooperation against the remaining

two Defendants. The Southwest and American settlements both provide cash benefits and valuable

cooperation as Plaintiffs continue to prosecute claims against Delta and United.

On March 23, 2018 and August 2, 2018, Plaintiffs moved for approval of their settlement

notice program relating to the Southwest and American settlements, respectively, which the Court

granted on August 22, 2018 (ECF No. 268). The Court entered the final approval schedule relating

to these settlements on September 12, 2018, setting the final approval hearing for March 22, 2019

at 10:00 a.m. (ECF No. 285).

B. Litigation Overview

As many commentators have noted, antitrust class actions are high stakes and inherently

risky,4 and this case is no exception. Despite settling with two of the four Defendants to date, the

outcome of this case is far from certain given that many depositions, summary judgment, and class

4 See In re Linerboard Antitrust Litig., 292 F. Supp. 2d 631, 639 (E.D. Pa. 2003) (“Linerboard I”) (“[a]n antitrust class action is arguably the most complex action to prosecute”); In re Motorsports Merchandise Antitrust Litig., 112 F. Supp. 2d 1329, 1337 (N.D. Ga. 2000) (same) (“Motorsports”); In re Shopping Carts Antitrust Litig., No. 451-CLB, 1983 U.S. Dist. LEXIS 11555, *17 (S.D.N.Y. Nov. 18, 1983) (noting that “antitrust price fixing actions are generally complex, expensive and lengthy”).


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certification are on the horizon. From the outset, Class Counsel, the Executive Committee, and all

supporting firms (together, “Plaintiffs’ Counsel”) have advanced the claims of the proposed class

by devoting long hours to this multifaceted class action. See Joint Declaration of Cotchett, Pitre &

McCarthy, LLP (“CPM”) and Hausfeld LLP (“Hausfeld”) in Support of Plaintiffs’ Motion for

Award of Attorneys’ Fees and Costs, Reimbursement of Reasonable Litigation Expenses, and

Award of Future Litigation Expenses (“Joint Decl.”) (attached hereto as Ex. 1) at ¶ 2. The litigation

has been, and will continue to be, a huge undertaking. Id. Plaintiffs’ Counsel’s tasks have included,

but are not limited to, the following:

Extensively researching the U.S. airline industry and prior antitrust cases involving it, and conducting economic and legal analyses of how the industry operates;

Researching and drafting the consolidated amended class action complaint, including the many statements made by Defendants’ executives regarding “capacity discipline” at industry meetings or on earnings calls;

Drafting, responding to, and ultimately prevailing on Defendants’ extensive and voluminous motion to dismiss the complaint (ECF Nos. 123, 124);

Drafting, negotiating, and submitting various protocols and stipulations with Defendants, such as: Discovery Stipulation and Order (ECF No. 160), Stipulated Protective Order Regarding Confidential and Privileged Materials (ECF No. 162), Stipulation and Order Regarding the Search for and Production of Electronically Stored Information and Hard Copy Documents (ECF No. 167), Stipulated Amended Scheduling Order Regarding Discovery and Summary Judgment (ECF No. 290), among others;

Drafting, serving, and meeting-and-conferring over sets of written discovery propounded by Plaintiffs. Plaintiffs have served three sets of interrogatories and three sets of document requests on Defendants. This written discovery has resulted in extensive meeting-and-conferring over the scope of Defendants’ significant documents productions in this case;

Drafting and serving 42 subpoenas directed at non-parties, including dozens of subpoenas to the investment analyst community, other investors, airline industry associations, and phone companies. These subpoenas have similarly resulted in extensive meeting-and-conferring over the scope of the non-party productions, including some sessions mediated by the Special Master;

Engaging in extensive meet-and-confer negotiations with Defendants regarding the scope of their structured data, unstructured data, document productions, including search methodologies (such as search terms and technology assisted review), data sources, and


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the scope of Defendants’ responses to over 45 document requests and selection of Defendants’ document custodians;

Obtaining, reviewing, analyzing, and collating millions of Defendants’ documents (Defendants have collectively produced nearly eight terabytes of data (comprising more than 6.7 million documents constituting 27 million pages));

Obtaining, reviewing, and analyzing Defendants’ transactional data (Defendants have collectively produced nearly one terabyte of sales data)—data critical to Plaintiffs’ expert analysis, and preparing detailed follow-up meet-and-confer correspondence with Defendants regarding their data;

Obtaining, reviewing, and analyzing document productions from non-parties (non-parties have collectively produced over 250 gigabytes of documents and data excluding phone record productions);

Researching, drafting, and submitting various motions to compel discovery against Defendants and non-parties as well as participating in dozens of telephone and in-person conferences and mediations with the Special Master and with Defendants regarding their discovery obligations;

Responding to five sets of interrogatories and three sets of document requests propounded by Defendants with respect to the named Plaintiffs, including engaging in substantial meeting-and-conferring over the scope of their collection, search, and production;

Searching for, identifying, and producing relevant documents and data from 11 named Plaintiffs;

Conducting research and analyses to determine proposed deponents of Defendants, reviewing documents of said deponents, and preparing deposition strategies for use at their depositions;

Completing the array of tasks critical to achieving the American and Southwest settlements, including analyzing transactional data and formulating settlement demands, engaging in extensive settlement negotiations, drafting and negotiating settlement agreements and escrow agreements, and drafting and submitting preliminary approval motions;

Pursuing settlement cooperation from Southwest and American;

Consulting with economists and industry experts to build econometric models based on the facts of the industry; and

Consulting with and engaging experienced class notice experts Kinsella Media, LLC and Shannon Wheatman, PhD, to create an extensive notice program that the Court approved.


7

Id. at ¶ 3. The foregoing tasks, and many others as more fully described in the accompanying

declarations, have resulted in a cumulative lodestar of $28,486,183.25. Class Counsel have

unquestionably dedicated substantial time and resources to litigating this case against some of the

largest airlines in the world.

III. ARGUMENT

A. The Court Should Grant Class Counsel’s Request for Attorneys’ Fees Because It Is Fair and Reasonable.

A court’s ultimate duty when determining attorneys’ fees in common fund litigation is to

ensure that the request is reasonable in light of the overall facts of the case. Hensley v. Eckerhart,

461 U.S. 424, 433 (1983); Swedish Hosp. Corp. v. Shalala, 1 F.3d 1261, 1265 (D.C. Cir. 1993)

(“Swedish Hosp.”). Class Counsel’s request for an award of 25 percent of the Settlement Fund here

is less than many of the attorneys’ fees awards in other antitrust and complex class actions in this

District. See, e.g., In re Vitamins Antitrust Litig., MDL No. 1285, 2001 U.S. Dist. LEXIS 25067,

at *57 (D.D.C. July 16, 2001) (“Vitamins”) (awarding 34.06 percent of $359 million settlement

fund); Lorazepam, 2003 U.S. Dist. LEXIS 12344, at *28 (awarding 30.6 percent of $35 million

settlement fund); In re First Databank Antitrust Litig., 209 F. Supp. 2d 96, 101 (D.D.C. 2002)

(“First Databank”) (awarding 30 percent of the settlement fund).

The D.C. Circuit Recognizes the Common Fund Doctrine.

The American and Southwest settlements are common fund, non-reversionary settlements.

In class actions, the common fund doctrine “allows a party who creates, preserves, or increases the

value of a fund in which others have an ownership interest to be reimbursed from that fund for

litigation expenses incurred, including counsel fees.” Swedish Hosp., 1 F.3d at 1265; see also In

re Black Farmers Discrimination Litig., 856 F. Supp. 2d 1, 39 (D.D.C. 2011) (“Black Farmers”).

As the Supreme Court has recognized, the doctrine is based on the concept that “persons who


8

obtain the benefit of a lawsuit without contributing to its cost are unjustly enriched at the successful

litigant’s expense.” Boeing Co. v. Van Gemert, 444 U.S. 472, 478 (1980). The doctrine is

“designed to spread the costs of litigation among all the beneficiaries of an identifiable fund.”

Bebchick v. Wash. Metro. Area Transit Com., 805 F.2d 396, 402 (D.C. Cir. 1986).

The Court Should Award Attorneys’ Fees Based on the Percentage-of-the-Recovery Method.

Because the American and Southwest settlements are common fund settlements, the D.C.

Circuit recommends application of the percentage-of-recovery method in awarding attorneys’ fees.

Lorazepam, 2003 U.S. Dist. LEXIS 12344, at *24-25. The clear trend among courts, especially in

antitrust class action litigation, is to award attorneys’ fees on a percentage-of-the-recovery method.

Vitamins, 2001 U.S. Dist. LEXIS 25067, at *29; see also Camden I Condominium Ass’n v. Dunkle,

946 F.2d 768, 774 (11th Cir. 1991); Paul, Johnson, Alston & Hunt v. Graulty, 886 F.2d 268, 271

(9th Cir. 1989); Brown v. Phillips Petroleum Co., 838 F.2d 451, 454 (10th Cir. 1988), cert denied,

488 U.S. 822 (1988). “The D.C. Circuit has joined other circuits ‘in concluding that a percentage-

of-the-fund method is the appropriate mechanism for determining the attorney fees award in

common fund cases.’” Vitamins, 2001 U.S. Dist. LEXIS 25067, at *29, 33; Lorazepam, 2003 U.S.

Dist. LEXIS 12344, at *24-25 (quoting Swedish Hosp., 1 F.3d at 1271). Applying the percentage-

of-the-recovery method to award fees in a common fund case “directly aligns the interests of the

Class and its counsel for the efficient prosecution and early resolution of litigation, which clearly

benefits both litigants and the judicial system.” Vitamins, 2001 U.S. Dist. LEXIS 25067, at *34

(quoting In re Am. Bank Note Holographics, Inc. Sec. Litig., 127 F. Supp. 2d 418, 431-32

(S.D.N.Y. 2001)). This method also most closely simulates private contingency fee arrangements.

Vitamins, 2001 U.S. Dist. LEXIS 25067, at *68; see also In re Lloyd’s Am. Trust Fund Litig., No.


9

96 Civ. 1262 (RWS), 2002 U.S. Dist. LEXIS 22663, at *75 (S.D.N.Y. Nov. 26, 2002). The Court

should apply the percentage-of-the-recovery method here.

An Award of Attorneys’ Fees of 25 Percent of the Settlement Fund Is Fair and Reasonable.

A number of considerations support the reasonableness of the fee request. This Circuit has

not established “a formal list of factors to be considered in evaluating fee requests.” Vitamins,

2001 U.S. Dist. LEXIS 25067, at *60. Trial courts therefore enjoy “substantial discretion in

making reasonable fee determinations.” Swedish Hosp., 1 F.3d at 1271. In evaluating fee requests

under the percentage-of-recovery method, courts in this Circuit examine the following factors: (1)

the size of the fund created and the number of persons benefitted; (2) the presence or absence of

substantial objections by class members to the fees requested by counsel; (3) the skill and

efficiency of the attorneys involved; (4) the complexity and duration of the litigation; (5) the risk

of nonpayment; (6) the amount of time devoted to the case by class counsel; and (7) the award in

similar cases. Kifafi v. Hilton Hotels Ret. Plan, 999 F. Supp. 2d 88, 100-01 (D.D.C. 2013) (Kollar-

Kotelly, J.) (“Kifafi”) (citing Cohen v. Warner Chilcott Pub. Ltd. Co., 522 F. Supp. 2d 105, 122

(D.D.C. 2007) (“Chilcott”) (Kollar-Kotelly, J.) and Lorazepam, 2003 U.S. Dist. LEXIS 12344, at

*6-7). Each of these factors weighs in favor of Class Counsel’s fee request for the reasons set forth

below. Additional factors, as summarized below, also militate in favor of the request.

1. Size of Fund and Number of Persons Benefited

One of the most important factors in assessing the reasonableness of a fee request is the

result achieved for the class. Hensley, 461 U.S. at 436 (“critical factor is the degree of success

obtained”); Vitamins, 2001 U.S. Dist. LEXIS 25067, at *61. Here, Class Counsel have secured

valuable benefits for settlement class members, which heavily weigh in favor of the fee request.

The $60 million recovery here is noteworthy because the DOJ neither criminally prosecuted the


10

airlines nor obtained monetary restitution for the victims of Defendants’ alleged unlawful conduct.

Consumers would not be able to obtain relief in the absence of this litigation.5

In addition to the $60 million recovery, Plaintiffs have secured cooperation by American

and Southwest, which are required to provide fact proffers, witness interviews, documents,

depositions, and trial testimony.6 Such cooperation is recognized by courts as a valuable benefit to

settlement class members. See, e.g., In re Packaged Ice Antitrust Litig., No. 08-md-01952, 2010

U.S. Dist. LEXIS 77645, at *44 (E.D. Mich. Aug. 2, 2010) (“[T]here is the potential for a

significant benefit to the class in the form of cooperation on the part of the settling Defendant . . .

.”); see also Linerboard I, 292 F. Supp. 2d at 643; In re Corrugated Container Antitrust Litig., No.

81-md-310, U.S. Dist. LEXIS 9687, at *46-47 (S.D. Tex. June 4, 1981). This cooperation has

5 As set forth in the Long Form Notice approved by the Court and in Plaintiffs’ Motion for Final Approval of Settlement Agreements with Southwest Airlines Co. and American Airlines, Inc. concurrently filed herewith, Plaintiffs intend to distribute the settlement funds at a later date. The purpose of this deferral is to minimize the administrative expense of distribution to a large settlement class by combining the distribution of the Southwest and American settlement proceeds with any future settlement or judgment proceeds from United and Delta, thereby maximizing recovery to class members and minimizing postage costs. Such deferrals are regularly approved by courts and do not preclude final approval of settlements or an award of attorneys’ fees or reimbursement of litigation expenses. See, e.g., In re Auto. Parts Antitrust Litig. (Wire Harness Systems), Master File No. 12-md-02311, Case No. 2:12-cv-00103, ECF No. 577 at ¶ 10 (E.D. Mich. July 10, 2017) (approving a plan of allocation that contemplates paying class members at the end of the case to save expenses); In re Transpacific Passenger Air Transportation Antitrust Litig., No. 07-05634-CRB, ECF Nos. 968, 1009 (N.D. Cal. Dec. 14, 2014; May 26, 2015) (Judge Breyer granting approval of plan of allocation and final approval of interim settlements, ordering payment of attorneys’ fees and reimbursement of litigation expenses with claims not being paid until the end of the case); Precision Associates, Inc. et al. v. Panalpina World Transport (Holding) Ltd., et al., No. 08-cv-00042-(JG) (VVP) (granting final approval of a number of interim settlements and granting attorneys’ fees and expenses, with distribution to the class at the conclusion of the litigation); In re Capacitors Antitrust Litig., No. 14-cv-03264-JD, ECF No. 1934 (N.D. Cal. Oct. 30, 2017) (finally approving settlements, ordering an interim attorneys’ fee award, and permitting distribution to the class at the end of the case). 6 See Settlement Agreement Between Plaintiffs and American Airlines, Inc. (ECF No. 248-2); Settlement Agreement Between Plaintiffs and Southwest Airlines Co. (ECF No. 196-2). The Settlements are available for class members to review on the settlement website: www.domesticairclass.com.


11

already assisted, and will continue to assist, Plaintiffs in the prosecution of their claims against

Delta and United, providing value to the class.

2. Objections to Fees by Class Members

The deadline for class members to object to the settlements or the fee and expense request

is January 4, 2019 (ECF No. 285). Plaintiffs intend to respond to any objections to this Motion in

a separate filing by February 22, 2019 (i.e., one month before the final approval hearing).

3. Skill and Efficiency of Class Counsel

The skill and efficiency of Class Counsel overwhelmingly weigh in favor of the requested

fee. Class Counsel’s vigorous prosecution of this case and the substantial resources they have

dedicated to the case—both in the form of their time commitment and their monetary

commitment—demonstrate the reasonableness of the fee request. Class Counsel faced a substantial

risk of having the case dismissed on Bell Atlantic Corp. v. Twombly, 550 U.S. 544 (2007), grounds

at the pleadings stage. Class Counsel’s skill, however, in drafting comprehensive factual

allegations demonstrating a plausible antitrust conspiracy, coupled with their skill in opposing

Defendants’ motions to dismiss, avoided this outcome.

Having prevailed on the challenges to the pleadings in full, Class Counsel turned their

attention to the daunting discovery process. As this Court and the Special Master know well, that

process has been long and arduous. Plaintiffs’ achievements in that domain are detailed elsewhere,

but Class Counsel respectfully believe that these settlements would not have been achieved but for

the skill and efficiency of Plaintiffs in the discovery process. This alleged cartel is unlike many

cartel cases prosecuted in this country: most notably, it does not come on the heels of a DOJ

criminal prosecution or guilty pleas. As noted above, Class Counsel diligently pursued non-party

discovery from a multitude of sources for the purpose of demonstrating that Defendants reached

agreements to limit capacity through the use of investor-analysts, other non-parties, public


12

signaling, and direct communications. The resulting achievement of $60 million in settlements is

no small feat given these complexities.

Moreover, as this Court recognized in appointing Class Counsel, both the law firms of

CPM and Hausfeld have extensive experience prosecuting antitrust class actions generally and

price-fixing actions involving the transportation and airline industries specifically. See, e.g., In re

Transpacific Air Passenger Transp. Antitrust Litig., MDL No. 1913, No. 07-CV-5634-CRB (N.D.

Cal.) (case involving more than a dozen airlines); In re Int’l Air Transp. Surcharge Antitrust Litig.

No. 06-md-01793 (N.D. Cal.) (case against two airlines that resolved in 2008 and recovered $200

million); Precision Assocs. v. Panalpina World Transp. (Holding) Ltd., No. 08-cv-00042

(E.D.N.Y.) (case against the global freight forwarding industry that resolved in 2016 and recovered

over $355 million); In re Air Cargo Shipping Servs. Antitrust Litig., No. 06-md-1775 (E.D.N.Y.)

(case against 30-plus airlines that resolved in 2018 and recovered over $1.2 billion). Class Counsel

are therefore well-acquainted with this type of litigation and well-positioned to weigh the relative

complexities of this case.

The performance and quality of opposing counsel likewise weigh in favor of the requested

fee. Courts consider the skill and experience of counsel on both sides of the litigation in

determining a reasonable fee award. Vitamins, 2001 U.S. Dist. LEXIS 25067, at *62; Lorazepam,

2003 U.S. Dist. LEXIS 12344, at *29-30 (approving fee award of 30 percent of settlement fund

where class counsel were “experienced antitrust litigators” and defendants mounted an “aggressive

and vigorous defense”). Here, American, Delta, Southwest, and United were primarily represented

by O’Melveny & Myers LLP, Boies Schiller Flexner LLP, Vinson & Elkins L.L.P., and Crowell

& Moring LLP, respectively. Each of these firms are well-known for their highly skilled and

experienced attorneys, and they have brought to bear the resources of some of the largest and most


13

powerful law firms in the world. Throughout this litigation, defense counsel have fiercely

advocated their clients’ positions and fought tooth-and-nail to limit discovery of their clients, and

of the legal claims. The skill and experience of counsel on both sides support the reasonableness

of the fee request.

4. Complexity and Duration of the Case

The complexity and duration of this case significantly weigh in favor of the requested fee.

Antitrust class actions are “arguably the most complex action(s) to prosecute. The legal and factual

issues involved are always numerous and uncertain in outcome.” In re Packaged Ice Antitrust

Litig., No. 08-MDL-01952, 2011 U.S. Dist. LEXIS 150427, *76 (E.D. Mich. Dec. 13, 2011)

(quoting Linerboard I, 292 F. Supp. 2d at 639); Motorsports, 112 F. Supp. 2d at 1337. In terms of

complexity, this case is among the most complex of antitrust cases for several reasons. First,

Defendants are sophisticated and well-resourced U.S. corporations that have previously navigated

the waters of U.S. antitrust laws due to a series of mergers since 2008, which have permitted them

to control 80 percent of domestic air passenger seats. Second, as noted, Plaintiffs’ liability theory

is more complex than classic antitrust theories involving direct price-fixing, bid-rigging, or market

allocation between competitors. Third, the amount of data and document discovery from parties

and dozens of non-parties in this case has been extraordinary (see, supra, at § II(B) (Litigation

Overview)). In terms of duration, this case has been lengthy. Plaintiffs have been litigating this

case for over three years and will have litigated this case for five years by the completion of

summary judgment briefing in March 2020 (ECF No. 290).

Additionally, this is not a case where Plaintiffs settled with a defendant shortly after

initiating proceedings or merely relied on parallel criminal guilty pleas. Indeed, Plaintiffs reached

the first settlement in this case in December of 2017—two and a half years after the filing of the


14

first complaints and only after several months of arm’s-length negotiations. The difficulties and

length of this case support the fee request.

5. Risk of Nonpayment and Amount of Time Devoted by Class Counsel

The risk of nonpayment weighs in favor of the fee request. Many courts emphasize that the

attorneys’ risk is a “foremost factor” in determining the fee award. Goldberger v. Integrated Res.,

Inc., 209 F.3d 43, 54 (2d Cir. 2000); Behrens v. Wometco Enters., Inc., 118 F.R.D. 534, 548 (S.D.

Fla. 1988), aff’d, 899 F.2d 21 (11th Cir. 1990) (a contingency fee arrangement often justifies an

increase in the award of attorneys’ fees). As noted in the accompanying declarations, Class

Counsel have prosecuted this case purely on a contingent basis. The contingent nature of the fee

“stands as a proxy for the risk that attorneys will not recover compensation for the work they put

into a case.” In re Cardinal Health Inc. Sec. Litig., 528 F. Supp. 2d 752, 766 (S.D. Ohio 2007).

Indeed, “within the set of colorable legal claims, a higher risk of loss does argue for a higher fee.”

In re Trans Union Corp. Privacy Litig., 629 F.3d 741, 746 (7th Cir. 2011).

This case presented a bona fide risk of nonpayment. Since the inception of the case in July

2015, Plaintiffs’ Counsel have not received any compensation. Joint Decl. ¶ 6. Indeed, even if the

requested fee is granted by this Court, the resulting compensation would not compensate Plaintiffs’

Counsel fully for their work from inception of the case to present. Id. Plaintiffs’ Counsel have

worked 75,674.00 hours resulting in a lodestar of $28,486,183.25 and incurred over $1,573,192.48

in out-of-pocket costs from February 5, 2016 through June 18, 2018 (i.e., the date of the Court’s

appointment of leadership through the date of the Court’s preliminary approval of the most recent

settlement, the American settlement). Id. at ¶¶ 10-11. Plaintiffs’ Counsel have thus assumed an

extraordinary financial risk in prosecuting this inherently complex litigation. Id. at ¶ 6. Plaintiffs’

Counsel have handled this case on a 100-percent contingent basis, pouring thousands of hours and


15

millions of dollars into it with no guarantee of success. Id. Moreover, the lodestar is understated

because Class Counsel have excluded hours and lodestar from case inception to appointment of

leadership (i.e., from July 2015 through February 4, 2016). Id. at ¶ 14. The lodestar is further

understated as it excludes the substantial time that will be necessary to administer the settlements

at the end of the case—a time-consuming process for which Class Counsel is not typically

compensated. Id.

The amount of time devoted by Plaintiffs’ Counsel weighs in favor of the fee request,

particularly in light of the fact that the request constitutes significantly less than the total lodestar.

See Gunter v. Ridgewood Energy Corp., 223 F.3d 190, 195 n.1 (3d Cir. 2000) (court should

look to “amount of time devoted to the case by plaintiffs’ counsel”); Rosenbaum v.

MacAllister, 64 F.3d 1439, 1445 (10th Cir. 1995) (court should look at the “time and labor

required”); Aetna, 2001 U.S. Dist. LEXIS 68, at *45 (awarding 30 percent of settlement fund

and observing that “the course of this litigation was prolonged, having been actively litigated

for nearly three years, and involved complex issues”); see also In re Newbridge Networks Sec.

Litig., No. 94-1678-LFO, 1998 U.S. Dist. LEXIS 23238, at *7 (D.D.C. Oct. 23, 1998) (awarding

fees of 30 percent of common fund where counsel “engaged in extensive motions practice and

conducted considerable discovery”).

As this Court is aware, in the close to three years since the Court appointed leadership,

Class Counsel have prepared for and attended more than a dozen court hearings; attended weekly

case management and discovery meetings with the Special Master; researched, drafted, and argued

important pleadings and motions, such as the opposition to the motions to dismiss; developed the

case against Defendants by negotiating extensive search and collection protocols, including

protocols involving technology assisted review (“TAR”) by the Defendants; processed, organized


16

and reviewed voluminous amounts of data and documents from Defendants and non-parties;

drafted and argued discovery motions to obtain key data and documents withheld by Defendants;

collaborated with economic and industry experts to prepare the case for summary judgment, class

certification, and trial; collected information from American and Southwest through settlement

cooperation; and sought approval of the two settlements and the notice program related thereto.

Joint Decl. at ¶ 4. The fee request is very reasonable when squared with the immense time and

effort that Class Counsel have expended in litigating this case. Their investment in this case

necessarily precluded them from working on other fee generating matters. The contingent nature

of this case and the substantial risks undertaken unambiguously support the fee request.

6. Attorneys’ Fee Awards in Similar Cases

Fees awards in similar cases offer ample support for the fee request in this case. As this

Court has previously noted, “fee awards in common fund cases may range from fifteen to forty-

five percent[,]” and “the normal range of fee recovery in antitrust suits is twenty to thirty percent

of the common fund.” Chilcott, 522 F. Supp. 2d at 123. Plaintiffs’ request of 25 percent of the

Settlement Fund is well within the range of reasonableness for antitrust cases in this District and

nationally. See, e.g., Vitamins, 2001 U.S. Dist. LEXIS 25067, at *57 (awarding 34.06 percent of

$359 million settlement fund); Lorazepam, 2003 U.S. Dist. LEXIS 12344, at *28 (awarding 30

percent of $35 million settlement fund); First Databank, 209 F. Supp. 2d 96, 101 (D.D.C. 2002)

(awarding 30 percent of settlement fund); Vista Healthplan, Inc. v. Warner Holdings Co. III, Ltd.,

246 F.R.D. 349, 364 (D.D.C. 2007) (Kollar-Kotelly, J.) (“Vista”) (awarding 26 percent of

settlement fund); In re Ampicillin Antitrust Litig., 526 F. Supp. 494, 498 (D.D.C. 1981) (noting

that several courts have awarded more than 40 percent of the settlement fund in antitrust cases).7

7 See also In re Polyurethane Foam Antitrust Litig., No. 1:10 MD 2196, 2015 U.S. Dist. LEXIS 23482, at *21-22 (N.D. Ohio Feb. 26, 2015) (awarding 30 percent of $147.8 million settlement


17

These decisions reflect that courts reward counsel’s skill and success with an appropriate fee in

light of the inherent risks and significant investments needed to prosecute antitrust class actions

vigorously. Here, Class Counsel’s fee request is comparable to fees awarded in many other

antitrust and complex cases, including fees awarded by this Court. Indeed, the fee request is less

than the amount that many courts have awarded in antitrust class actions. See supra at fn. 6.

Furthermore, a 25 percent fee award is less than the practice in the private marketplace,

where attorneys negotiate typical contingent arrangements far in excess of 25 percent.

Vitamins, 2001 U.S. Dist. LEXIS 25067, at *68 (“percentage of recovery method is meant to

simulate awards that would otherwise prevail in the market”). Indeed, attorneys regularly

contract for contingent fees between 30 and 40 percent with their clients in non-class,

commercial litigation. Id. (one-third is a common percentage of recovery in private

contingency fee cases); Aetna, 2001 U.S. Dist. LEXIS 68, at *43 (plaintiffs’ counsel often

negotiate fees of 30 percent in private contingency fee cases). Here, the fee request is reasonable

fund); In re Transpacific Passenger Air Transp. Antitrust Litig., No. C 07-05634 CRB, 2015 U.S. Dist. LEXIS 67904, at *18 (N.D. Cal. May 26, 2015) (“Transpacific”) (awarding 30 percent of settlement fund due to substantial litigation); Std. Iron Works v. Arcelormittal (In re Steel Antitrust Litig.), No. 08-C-5214, 2014 U.S. Dist. LEXIS 162557, *7 (N.D. Ill. Oct. 22, 2014) (awarding 33 percent of $163.9 million settlement fund); S.E. Milk., 2013 U.S. Dist. LEXIS 70167, at *11, *31 (awarding one-third of $158 million settlement fund); In re Air Cargo Shipping Servs. Antitrust Litig., No. 06-MD-1775 (JG) (VVP), 2012 U.S. Dist. LEXIS 108299, *57-58 (E.D.N.Y. Aug. 2, 2012) (awarding attorneys’ fees of 25 percent of $198 million fund); Concrete, 2011 U.S. Dist. LEXIS 130180, at *18 (awarding 36 percent of $18.5 million settlement fund); Bradburn Parent Teacher Store, Inc. v. 3M, 513 F. Supp. 2d 322, 340 (E.D. Pa. 2007) (awarding 35 percent of $39.74 million settlement fund); In re Linerboard Antitrust Litig., MDL No. 1261, 2004 U.S. Dist. LEXIS 10532, at *1-2, 58 (E.D. Pa. June 2, 2004) (“Linerboard II”) (awarding 30 percent of $202 million settlement fund); Powers v. Eichen, 229 F.3d 1249, 1256 (9th Cir. 2000) (“We have [] established twenty-five percent of the recovery as a ‘benchmark’ for attorneys’ fees calculations under the percentage-of-recovery approach”); In re Lease Oil Antitrust Litig., 186 F.R.D. 403, 448 (S.D. Tex. 1999) (awarding 25 percent of $190 million settlement fund); Theodore Eisenberg & Geoffrey P. Miller, Attorney Fees in Class Action Settlements: An Empirical Study, 1 J. Empirical Legal Stud. 1, 35 (2004) (“Substantial empirical evidence indicates that a one-third fee is a common benchmark in private contingency fee cases.”).


18

because 25 percent of the Settlement Fund results in a lower award than what Class Counsel would

have charged in a private contingent relationship and represents only 52.6 percent of their

cumulative lodestar. See infra at § III(A)(iv)(1) (The Lodestar Method Confirms the

Reasonableness of the Fee Request). The contingent nature of the fee also supports the request,

particularly in view of the equally contingent outlay of millions of dollars in out-of-pocket costs

and the fact that the risks of failure in class actions are notoriously high.

Finally, this is not a case involving a “mega fund” in which the Court should award fees

on a sliding scale. When common funds become very large, courts typically award a lower

percentage to ensure that class counsel does not receive a windfall in attorneys’ fees in light of the

effort expended or hours billed. Black Farmers, 856 F. Supp. 2d at 40 (describing mega fund cases

as those involving common funds of $500 million or more); Vitamins, 2001 U.S. Dist. LEXIS

25067, at *59. Larger common funds are typically associated with smaller percentage awards

because even a small percentage of a very large fund yields “a very large fee award.” Black

Farmers, 856 F. Supp. 2d at 39 (citing Wal-Mart Stores, Inc. v. Visa U.S.A., Inc., 396 F.3d 96, 122

(2d Cir. 2005)). Here, the American and Southwest settlements total $60 million, which falls well

short of the mega fund threshold described in Black Farmers.

Other Potential Considerations

In addition to the seven factors discussed above, each of which justifies Class Counsel’s

fee request, two other potential considerations likewise support the requested fee. Although courts

in this District are not required to examine these considerations, Class Counsel respectfully believe

these factors are relevant to the Court’s analysis.


19

1. The Lodestar Method Confirms the Reasonableness of the Fee Request.

As noted, the lodestar method confirms the reasonableness of the fee request by showing

Class Counsel are seeking substantially less than the time recorded in this case. Many circuits that

apply the percentage-of-the-recovery method have suggested that district courts “cross-check” the

fee award against the lodestar method “to determine whether the percentage award roughly reflects

the time and expertise the attorneys invested in the case.” Black Farmers, 953 F. Supp. 2d at 101

(citations omitted). In this Circuit, although a lodestar cross-check is not required, district courts

may apply such a cross-check at their discretion to confirm its reasonableness. Id.; Trombley v.

Nat’l City Bank, 826 F. Supp. 2d 179, 205 (D.D.C. 2011) (citing Swedish Hosp., 1 F.3d at 1266-

67); Wells v. Allstate Ins. Co., 557 F. Supp. 2d 1, 7 (D.D.C. 2008); In re Baan Co. Secs. Litig., 288

F. Supp. 2d 14 (D.D.C. 2003). Some courts weigh this factor heavily in favor of awarding the

requested attorneys’ fees where the lodestar exceeds the common fund percentage requested. See,

e.g., In re Compact Disc Minimum Advertised Price Antitrust Litig., 216 F.R.D. 197, 217 (D. Me.

2003).

The requested fee award here is reasonable when analyzed in light of the lodestar cross-

check. Attorneys and staff have collectively worked 75,674.00 hours from February 5, 2016

through June 18, 2018. Joint Decl. at ¶ 10. Applying the historically appropriate rates charged by

attorneys and professional staff of Plaintiffs’ Counsel to the hours expended yields a total lodestar

of $28,486,183.25 for this same period. Id. Class Counsel’s requested fee is $15 million, which

represents 25 percent of the Settlement Fund but only 52.6 percent of the total lodestar. Id.

As the Court has likely noticed from the monthly in camera time and expense submissions,

Class Counsel have devoted significant time and effort to this litigation. Since their appointment

as Class Counsel, CPM and Hausfeld have together supervised the activities of Plaintiffs’ Counsel


20

in prosecuting this case. Id. at ¶ 20. Plaintiffs’ Counsel have abided by the Court’s order regarding

the management of Plaintiffs’ fees and costs and the Court’s review of the same, including the

capped billable rates set forth therein (ECF No. 84). Id. Further, Class Counsel have decided not

to seek fees for any task completed before the Court’s appointment of leadership despite the fact

that Plaintiffs’ Counsel had performed investigative work in this early stage. Id.

In summary, formal discovery has been extensive and voluminous with regular motion

practice before the Special Master. Cooperation discovery has been ongoing and productive. Id. at

¶ 5. The expert-related issues in this case, including the class certification preparation work and

building impact and damages models based on Defendants’ transactional and other data, have been

unquestionably complex and difficult. Id. Class Counsel also spent several months engaged in

good faith, arm’s-length settlement negotiations with Southwest and American to reach this

juncture. Id.; see also supra at § II.B (Litigation Overview). Given the amount of work that this

complex antitrust class action necessitated, and that the fee request is less than what is normally

awarded in comparable cases and significantly less than the total lodestar, the requested fee is

wholly reasonable.

2. Public Policy Further Supports the Fee Request.

The public policy of encouraging private antitrust enforcement strongly weighs in favor of

the fee request. The Supreme Court has emphasized the importance of private actions as a means

of furthering the policy goals of federal antitrust laws. See, e.g., Pillsbury Co. v. Conboy, 459 U.S.

248, 262-63 (1983); Reiter v. Sonotone Corp., 442 U.S. 330, 344 (1979) (“private suits provide a

significant supplement to the limited resources available to the Department of Justice for enforcing

the antitrust laws and deterring violations”); Perma Life Mufflers, Inc. v. Int’l Parts Corp., 392

U.S. 134, 139 (1968); Minn. Mining & Mfg. Co. v. New Jersey Wood Finishing Co., 381 U.S. 311,

318-19 (1965). Fee awards in certain cases, like this one, are necessary to provide an incentive to


21

counsel to bring and prosecute cases that further the goals of the antitrust laws. Wal-Mart Stores,

Inc. v. Visa U.S.A. Inc., 396 F.3d 96, 122 (2d Cir. 2005) (emphasizing importance of “provid[ing]

appropriate incentives to attorneys pursuing antitrust actions because public policy relies on

private sector enforcement of the antitrust laws”); Linerboard II, 2004 U.S. Dist. LEXIS 10532,

at *53 (“[T]he incentive for ‘the private attorney general’ is particularly important in the area of

antitrust enforcement because public policy relies so heavily on such private action for

enforcement of the antitrust laws.”) (internal citation omitted).

Here, Class Counsel have sought to enforce the antitrust laws by prosecuting the four

largest competing airlines in the United States for anticompetitive conduct. This case has involved

both complex and novel issues, as well as real risks of non-payment and unrecoverable (and

substantial) investments. Class Counsel have furthered the public policy goals of the antitrust laws

by vigorously litigating this case and doing so with skill and expertise. The $60 million in

settlements obtained to date serve to promote the U.S. antitrust laws, ensuring fair competition and

honest business practices, especially in the airline industry.

B. The Court Should Grant Reimbursement of Reasonably Incurred Litigation Expenses.

For over three years, Plaintiffs’ Counsel have advanced significant expenses to litigate this

case, without any guarantee of reimbursement. Having achieved the American and Southwest

settlements currently before the Court on final approval, Class Counsel requests that the Court

award reimbursement of certain litigation expenses totaling $1,573,192.48. Joint Decl. at ¶ 13.

Such expenses include (1) $108,848.64 in expenses incurred by the individual Plaintiffs’ Counsel

from February 5, 2016 through June 18, 2018 and (2) $1,464,343.84 in expenses incurred through

the litigation fund (“Litigation Fund”) for the same period. Id.


22

The Court should award the reimbursement of these litigation expenses because they were

reasonably incurred in furtherance of the prosecution of this case. “In addition to being entitled to

reasonable attorneys[’] fees, class counsel in common fund cases are also entitled to reasonable

litigation expenses from that fund.” Kifafi, 999 F. Supp. 2d at 104 (quoting Wells, 557 F. Supp. 2d

at 8 and Lorazepam, 2003 U.S. Dist. LEXIS 12344, at *33). “Courts have routinely awarded

expenses for which counsel would normally directly bill their client.” Vitamins, 2001 U.S. Dist.

LEXIS 25067, *69 (citation omitted). The case law on reimbursement of litigation expenses is

uniform and dictates that such awards should be made. See, e.g., Vista, 246 F.R.D. at 365 (“There

is no doubt that an attorney who has created a common fund for the benefit of the class is entitled

to reimbursement of reasonable litigation expenses from that fund.”); Chilcott, 522 F.Supp.2d at

123 (same).

As to expenses incurred by Plaintiffs’ Counsel, the individual firm expenses reported as

part of this Motion are expenses incurred separate and apart from the common expenses incurred

through the Litigation Fund and include expenses for items such as attorney travel for case-related

events, legal research, conference call servicing, and postage. Individual firm expenses that have

been reasonably incurred in this litigation for the benefit of settlement class members are

$108,848.64 from February 5, 2016 through June 18, 2018. Joint Decl.at ¶ 11.

As to expenses incurred through the Litigation Fund, a total of $1,464,343.84 in expenses

were incurred by the Litigation Fund for the benefit of settlement class members from February 5,

2016 through June 18, 2018. Id. at ¶ 12. Such expenses include expenses for electronically-stored

information (“ESI”) hosting and review of millions of documents produced by Defendants and

dozens of non-parties (including investors, trade associations, and telephone service providers, and

webcasting companies), special master services, extensive economic and industry expert and


23

consulting services, hearing transcripts, and other vendors providing litigation support services.

Id.

After the Court’s appointment of leadership, Class Counsel established a Litigation Fund

to pay common expenses incurred in the case. Plaintiffs’ Counsel contributed to this Litigation

Fund. Id. at ¶ 15. No outside litigation funders have contributed to, or have an interest in, this

Litigation Fund. Id. The Hausfeld firm has been tasked with the responsibility for administering

the Litigation Fund in connection with the prosecution of this case. Id. The expenses incurred by

the Litigation Fund are reflected in the books and records of Hausfeld. Id . at ¶ 17. These books

and records are prepared from invoices, checks, and other source materials which are regularly

kept and maintained by Hausfeld and accurately reflect the expenses incurred. Id.

Class Counsel submit that the litigation expenses for which they are seeking reimbursement

were reasonable and necessary to obtain the results achieved for the settlement class in light of the

complexities of the alleged conspiracy, the number of parties and non-parties, and the various

liability and expert issues raised by the case. Id. at ¶ 16. Furthermore, these expenses are typical

expenses that counsel would generally bill to paying clients in the marketplace. Id. Indeed, “the

fact that Class Counsel were willing to expend their own money, as an investment whose

reimbursement was entirely contingent on the success of this litigation, is perhaps the best indicator

that the expenditures were reasonable and necessary.” Lorazepam, 2003 U.S. Dist. LEXIS 12344,

at *33. Class Counsel notes that the litigation expenses sought exclude all expenses incurred by

Plaintiffs’ Counsel between the inception of the case and the Court’s appointment of leadership

(i.e., expenses before the Court’s appointment of leadership), further supporting the reasonableness

of the request. Joint Decl. at ¶ 15. The Court should award a cumulative reimbursement of


24

$1,573,192.48 in expenses incurred by Plaintiffs’ Counsel and the Litigation Fund from the

Settlement Fund. Id. at ¶ 13.

C. The Court Should Establish a Future Litigation Fund to Assist in Further Prosecution of These Important Claims.

Finally, Class Counsel request that the Court permit them to apply a portion of the

Settlement Fund to create a fund to pay future expenses incurred in the ongoing litigation against

Delta and United. Allowing a portion of the total settlement fund to be used for future expenses is

well-accepted. See, e.g., In re Auto. Parts Antitrust Litig., Master File No. 12-md-02311, 2016

U.S. Dist. LEXIS 98446, at *560-61 (E.D. Mich. June 20, 2016) (“Auto Parts”); Transpacific,

2015 U.S. Dist. LEXIS 67904, at *20-21; Newby v. Enron Corp., 394 F.3d 296, 302-03 (5th Cir.

2004); In re Packaged Ice Antitrust Litig., No. 11-md-01952, 2011 U.S. Dist. LEXIS 17255, at

*63-64 (E.D. Mich. Feb. 22, 2011) (“Packaged Ice”); In re Pressure Sensitive Labelstock Antitrust

Litig., 584 F. Supp. 2d 697, 702 (M.D. Pa. 2008); Linerboard I, 292 F. Supp. 2d at 643 (concluding

that a partial “settlement provides class plaintiffs with an immediate financial recovery that ensures

funding to pursue the litigation against the non-settling defendants”); see also Alba Conte, 1

Attorney Fee Awards § 2:20 (3d ed. 2004) (courts have “permitted class plaintiffs who have settled

with fewer than all defendants to expend class-settlement monies, or a portion thereof, for litigation

expenses to prosecute the action against remaining, non-settling defendants”) (collecting cases).

Here, the Court should permit Class Counsel to set aside $3 million, or five percent, of the

Settlement Fund to be used to pay future litigation expenses. There remain substantial future

expenses in order to successfully prosecute the case, including, but not limited to, the following:

(1) substantial economic, industry, and potentially other expert fees in connection with the

upcoming summary judgment and class certification schedule; (2) travel expenses and deposition

reporting costs in connection with depositions around the U.S.; and (3) continued document review


25

hosting of the voluminous productions. This request is in line with the percent of settlement funds

dedicated to future expenses in other antitrust cases.8

Although Class Counsel expects actual litigation expenses to exceed $3 million before the

complete resolution of this case based on their experience litigating other antitrust and complex

class actions, they are limiting their request for future litigation expenses to five percent of the

Settlement Fund. Joint Decl. at ¶ 18. If actual litigation expenses do not surpass $3 million, Class

Counsel will, of course, return the residual amount to the Settlement Fund for distribution to the

class along with the remaining settlement proceeds. Id. Since June 18, 2018 (i.e., the cut-off date

for Plaintiffs’ Counsel’s request for expense reimbursement), the Litigation Fund has already

incurred over $700,000 in expenses. Id. at ¶ 19. Setting aside future litigation expenses from the

Settlement Fund would assist Plaintiffs in the continued prosecution of this case.

8 See, e.g., Auto Parts, 2016 U.S. Dist. LEXIS 98446, at *560-61 (approving $11.25 million, or five percent, of settlement fund for future litigation expenses); Transpacific, 2015 U.S. Dist. LEXIS 67904, at *20-21 (approving $3 million, or 7.5 percent, of settlement fund for future litigation expenses); Packaged Ice, 2011 U.S. Dist. LEXIS 17255, at *63 (approving 5.6 percent of $13.5 million settlement for future litigation expenses); In re California Micro Devices Sec. Litig., 965 F. Supp. 1327, 1337 (N.D. Cal. 1997) (approving 7.9 percent of approximately $19 million settlement fund for future litigation expenses); Newby, 394 F.3d at 300 (affirming approval of 37.5 percent of $40 million settlement fund for future litigation expenses); Linerboard I, 292 F. Supp. 2d at 643 (noting that partial settlement “provides class plaintiffs with an immediate financial recovery that ensures funding to pursue the litigation against the non-settling defendants”); In re TFT-LCD (Flat Panel) Antitrust Litig., No. 07-1827 SI Order Granting Direct Purchaser Class Plaintiffs' Motion for the Advancement of Litigation Expenses From Settlement Funds (ECF No. 2474) (N.D. Cal. Feb. 17, 2011) (granting $3 million in future litigation expenses); In re Dynamic Random Access Memory (DRAM) Antitrust Litig., No. 02-md-01486, Order Authorizing Class Counsel to Withdraw Settlement Fund for Litigation Expenses (ECF No. 1315) (N.D. Cal. Feb. 14, 2007) (granting $2 million in future litigation expenses); In re Microcrystalline Cellulose Antitrust Litig., No. 01-cv-111, Final Judgment Order at ¶ 7 (E.D. Pa. June 15, 2005) (granting $2.5 million in future litigation expenses); In Re Brand Name Prescription Drug Litig., No. 94 C 897, MDL No. 997 (N.D. Ill. Feb. 18, 1998) (granting $6 million disbursement “for advancement of trial preparation expenses of Class Counsel”).


26

IV. CONCLUSION

For the foregoing reasons, the Court should award Class Counsel attorneys’ fees of $15

million, the reimbursement of certain litigation expenses totaling $1,573,192.48, and an award of

future litigation expenses of $3 million because such an award is fair and reasonable under the

foregoing factors and consistent with fee and expense awards in complex class actions nationwide.

Dated: December 5, 2018 Respectfully Submitted, /s/ Adam J. Zapala Adam J. Zapala Elizabeth T. Castillo Adam J. Trott Michael A. Montano COTCHETT, PITRE & McCARTHY, LLP 840 Malcolm Road, Suite 200 Burlingame, CA 94010 Telephone: 650-697-6000 [email protected] [email protected] [email protected] [email protected] Alexander E. Barnett COTCHETT, PITRE & McCARTHY, LLP 40 Worth Street, 10th Floor New York, NY 10013 Telephone: 212-201-6820 [email protected] Interim Co-Lead Class Counsel

/s/ Michael D. Hausfeld Michael D. Hausfeld Hilary K. Scherrer Jeannine Kenney HAUSFELD LLP 1700 K Street NW, Suite 650 Washington, DC 20006 Telephone: (202) 540-7200 [email protected] [email protected] [email protected] Michael P. Lehmann Bonny E. Sweeney HAUSFELD, LLP 600 Montgomery Street, Suite 3200 San Francisco, CA 94111 Telephone: (415) 633-1908 [email protected] [email protected]


1



Case No. 1:15-mc-01404-CKK


[PROPOSED] ORDER GRANTING PLAINTIFFS’ MOTION FOR AWARD OF ATTORNEYS’ FEES, REIMBURSEMENT OF REASONABLE LITIGATION


Before the Court is Plaintiffs’ Motion for Award of Attorneys’ Fees, Reimbursement of

Reasonable Litigation Expenses, and Award of Future Litigation Expenses in Connection with

Final Approval of the American Airlines, Inc. and Southwest Airlines Co. Settlements (“Motion”),

submitted by and through Interim Co-Lead Class Counsel for Plaintiffs (“Class Counsel”). The

Court has reviewed the memorandum, declarations, and other documents submitted in support of

the Motion. Based on the entire record of these proceedings to date, and good cause appearing

therefor,

IT IS HEREBY ORDERED as follows:

1. The Court, having considered the Motion and supporting documents, concludes

that an award of attorneys’ fees and reimbursement of certain litigation expenses to Plaintiffs to

be paid from the American Airlines, Inc. and Southwest Airlines Co. settlements totaling $60

million (“Settlement Funds”) are appropriate under Federal Rules of Civil Procedure (“Rules”)

23(h) and 54(d)(2). Plaintiffs provided notice of the Motion to potential settlement class members

pursuant to, and in compliance with, the orders of the Court.

Case 1:15-mc-01404-CKK Document 300-1 Filed 12/05/18 Page 1 of 3

2

2. Based on Plaintiffs’ Motion, the Court awards attorneys’ fees using the

percentage-of-the-recovery method. The Court GRANTS an award of reasonable attorneys’ fees

to Plaintiffs in the amount of $3.75 million from the Southwest Settlement Fund, and $11.25

million from the American Settlement Fund (i.e., 25 percent of each of the Settlement Funds).

Plaintiffs’ request for attorneys’ fees, in light of all of the facts, is fair and reasonable.

3. Likewise, based on Plaintiffs’ Motion, the Court finds that Plaintiffs incurred

reasonable litigation expenses and hereby GRANTS reimbursement of litigation costs in the

cumulative amount of $1,573,192.48. Class Counsel shall deduct these amounts on a pro rata

basis from the respective settlement funds. Accordingly, Class Counsel shall deduct $393,298.12

from the Southwest Settlement Fund and $1,179,894.36 from the American Settlement Fund.

Plaintiffs’ request for reimbursement of litigation expenses, in light of all of the facts, is fair and

reasonable.

4. Settlement Class Counsel are hereby authorized to allocate the attorneys’ fees and

litigation expenses awarded herein among Class Counsel who performed work on behalf of

Plaintiffs in accordance with Settlement Class Counsel’s assessment of the value of each law

firm’s contribution to the prosecution of this case and settlements at issue on this Motion.

5. Finally, based on Plaintiffs’ Motion, the Court finds that Plaintiffs’ request an

award of $3 million payable to a fund to be established for future litigation expenses, exclusive

of Settlement Notice and claims administration costs, is warranted and appropriate. Of that

amount awarded to Plaintiffs for the future litigation expenses fund, $750,000 is awarded from

the Southwest Settlement Fund and $2,250,000 is awarded from the American Settlement Fund,

which constitutes a pro rata allocation between the settlement funds.

6. The foregoing amounts—$15 million in attorneys’ fees, $1,573,192.48 in


3

cumulative litigation expenses, and $3 million in a future litigation expense fund, may be

disbursed from the Qualified Settlement Funds now held in escrow.

IT IS SO ORDERED.

DATED: ____________________ ___________________________________

COLLEEN KOLLAR-KOTELLY UNITED STATES DISTRICT JUDGE




Case No. 1:15-mc-01404-CKK [ORAL ARGUMENT REQUESTED]


JOINT DECLARATION OF COTCHETT, PITRE & McCARTHY, LLP AND HAUSFELD LLP IN SUPPORT OF PLAINTIFFS’ MOTION FOR AWARD OF ATTORNEYS’ FEES, REIMBURSEMENT OF REASONABLE LITIGATION



2

We, Adam J. Zapala and Michael D. Hausfeld, jointly declare as follows:

1. Adam J. Zapala is an attorney licensed to practice law in the State of California and

a Partner at the law firm of Cotchett, Pitre & McCarthy, LLP (“CPM”). Michael D. Hausfeld is an

attorney licensed to practice law in the District of Columbia and New York and a Partner at the

law firm of Hausfeld LLP (“Hausfeld”). They are each admitted to practice before this Court and

together are Interim Co-Lead Class Counsel (“Class Counsel”) for Plaintiffs in the above-

captioned case. Each declares that he has personal knowledge of the matters set forth herein and,

if called upon, could and would competently testify thereto. Each makes this joint declaration

(“Joint Declaration”) pursuant to 28 U.S.C. § 1746 and in support of Plaintiffs’ Motion for Award

of Attorneys’ Fees, Reimbursement of Reasonable Litigation Expenses, and Award of Future

Litigation Expenses.

The Litigation

2. From the outset, Class Counsel, the Executive Committee, and all supporting firms

(together, “Plaintiffs’ Counsel”) have advanced the claims of the proposed class by devoting long

hours to this multifaceted class action. The litigation has been, and will continue to be, a huge

undertaking.

3. Plaintiffs’ Counsel’s tasks have included, but are not limited to, the following:

• Extensively researching the U.S. airline industry and prior antitrust cases involving it, and conducting economic and legal analyses of how the industry functions;

• Researching and drafting the consolidated amended class action complaint, including the many statements made by Defendants’ executives regarding “capacity discipline” at industry meetings or on earnings calls;

• Drafting, responding to, and ultimately prevailing on Defendants’ extensive and voluminous motion to dismiss the complaint (ECF Nos. 123, 124);

• Drafting, negotiating, and submitting various protocols and stipulations with Defendants, such as: Discovery Stipulation and Order (ECF No. 160), Stipulated Protective Order Regarding Confidential and Privileged Materials (ECF No. 162), Stipulation and Order


3

Regarding the Search for and Production of Electronically Stored Information and Hard Copy Documents (ECF No. 167), Stipulated Amended Scheduling Order Regarding Discovery and Summary Judgment (ECF No. 290), among others;

• Drafting, serving, and meeting-and-conferring over sets of written discovery propounded by Plaintiffs. Plaintiffs have served three sets of interrogatories and three sets of document requests on Defendants. This written discovery has resulted in extensive meeting-and-conferring over the scope of Defendants’ significant document productions in this case;

• Drafting and serving 42 subpoenas directed at non-parties, including dozens of subpoenas to the investment analyst community, other investors, airline industry associations, and phone companies. These subpoenas have similarly resulted in extensive meeting-and-conferring over the scope of the non-party productions, including some sessions mediated by the Special Master;

• Engaging in extensive meet-and-confer negotiations with Defendants regarding the scope of their structured data, unstructured data, document productions, including search methodologies (such as search terms and technology assisted review), data sources, and the scope of Defendants’ responses to over 45 document requests and selection of Defendants’ document custodians;

• Obtaining, reviewing, analyzing, and collating millions of Defendants’ documents (Defendants have collectively produced nearly eight terabytes of data (over 6.7 million documents constituting 27 million pages);

• Obtaining, reviewing, and analyzing Defendants’ transactional data (Defendants have collectively produced nearly one terabyte of sales data)—data critical to Plaintiffs’ expert analysis and preparing detailed follow-up meet-and-confer correspondence with Defendants regarding their data;

• Obtaining, reviewing, and analyzing document productions from non-parties (non-parties have collectively produced over 250 gigabytes of documents and data excluding phone record productions);

• Researching, drafting, and submitting various motions to compel discovery against Defendants and non-parties as well as participating in dozens of telephone and in-person conferences and mediations with the Special Master and with Defendants regarding their discovery obligations;

• Responding to five sets of interrogatories and three sets of document requests propounded by Defendants with respect to the named Plaintiffs, including engaging in substantial meeting-and-conferring over the scope of their collection, search and production;

• Searching for, identifying, and producing relevant documents and data from 11 named Plaintiffs;


4

• Conducting research and analyses to determine proposed deponents of Defendants, reviewing documents of said deponents, and preparing deposition strategies for use at their depositions;

• Completing the array of tasks critical to achieving the American and Southwest settlements, including analyzing transactional data and formulating settlement demands, engaging in extensive settlement negotiations, drafting and negotiating settlement agreements and escrow agreements, and drafting and submitting preliminary approval motions;

• Pursuing extensive settlement cooperation from Southwest and American;

• Consulting with economists and industry experts to build econometric models based on the facts of the industry; and

• Consulting with and engaging experienced class notice experts Kinsella Media, LLC and Shannon Wheatman, PhD, to create an extensive notice program that the Court approved.

4. In summary, in the close to three years since the Court appointed leadership, Class

Counsel have prepared for and attended more than a dozen court hearings; attended weekly case

management and discovery meetings with the Special Master; researched, drafted, and argued

important pleadings, such as the opposition to the motions to dismiss; developed the case against

Defendants by negotiating extensive search and collection protocols, including protocols involving

technology assisted review (“TAR”) by the Defendants; processed, organized and reviewed

voluminous amounts of data and documents from Defendants and non-parties; drafted and argued

numerous discovery motions to obtain key data and documents withheld by Defendants;

collaborated with economic and industry experts to prepare the case for summary judgment, class

certification, and trial; collected information from American and Southwest through settlement

cooperation; and sought approval of the two settlements and the notice program related thereto.

5. Formal discovery has been extensive and voluminous with regular motion practice

before the Special Master. Cooperation discovery has been ongoing and productive. The expert-

related issues in this case, including the class certification preparation work and building impact

and damages models based on Defendants’ transactional and other data, have been unquestionably


5

complex and difficult. Class Counsel also spent several months engaged in good faith, arm’s-

length settlement negotiations with Southwest and American to reach this juncture.

6. Plaintiffs’ Counsel have not received any compensation to date. Indeed, even if the

requested fee is granted by this Court, the resulting compensation would not nearly compensate

Plaintiffs’ Counsel fully for their work from inception of the case to present. Plaintiffs’ Counsel

have thus assumed an extraordinary financial risk in prosecuting this inherently complex and risky

litigation. Plaintiffs’ Counsel have handled this case on a 100-percent contingent basis, pouring

thousands of hours and millions of dollars into it with no guarantee of success.

Attorneys’ Fees & Costs

7. Attached hereto as Exhibit 1 is a report summarizing Plaintiffs’ Counsel’s

cumulative hours, lodestar, and litigation expenses from February 5, 2016 through June 18, 2018

(i.e., the date of the Court’s appointment of leadership through the date of the Court’s preliminary

approval of the most recent settlement, the American settlement). Exhibits 3-41 are declarations

by Plaintiffs’ Counsel’s relating to their individual firm’s hours, lodestar, and litigation expenses

(see, infra, at ¶ 9).

8. Attached hereto as Exhibit 2 is a report summarizing the litigation expenses

incurred by the litigation fund (“Litigation Fund”) from February 5, 2016 through June 18, 2018.

Exhibit 2 provides a breakdown of litigation costs by category.

9. Attached here as Exhibits 3-41 are 39 declarations of Plaintiffs’ Counsel, including

those of CPM and Hausfeld, that performed work and/or incurred expenses for the same period.

Exhibit 1 is a summary report of Exhibits 3-41 (see, supra, at ¶ 7).

10. As shown in Exhibit 1 and Exhibits 3-41, attorneys and staff have collectively

worked 75,674.00 hours from February 5, 2016 through June 18, 2018. Applying the rates charged


6

by attorneys and professional staff to the hours expended yields a lodestar totaling

$$28,486,183.25 for the same period. Class Counsel’s requested fee is $15 million, which

represents 25 percent of the Settlement Amount but only 52.6 percent of the total lodestar.

11. As shown in Exhibit 1 and Exhibits 3-41, Plaintiffs’ Counsel have incurred

litigation expenses totaling $108,848.64 from February 5, 2016 through June 18, 2018. Such

expenses include expenses for electronically-stored information (“ESI”) hosting and review of

millions of documents produced by Defendants and dozens of non-parties (including investors,

trade associations, and telephone service providers, and webcasting companies), special master

services, extensive economic and industry expert and consulting services, hearing transcripts, and

other vendors providing litigation support services. Such expenses are separate from the common

litigation expenses incurred through the Litigation Fund in this case (see, supra, at ¶ 8).

12. As shown in Exhibit 2, the Litigation Fund incurred litigation expenses totaling

$1,464,343.84 from February 5, 2016 through June 18, 2018. Such expenses include, among other

items, costs for services related to electronic discovery such as hosting for millions of electronic

documents produced by Defendants and dozens of non-parties (including investors, trade

associations, and telephone service providers, and webcasting companies) and the collection,

search, and processing of documents produced by Plaintiffs, special master services, economic and

industry expert and consulting services, cost reimbursement paid to non-parties responding to

Plaintiffs’ subpoenas, and court reporter fees. Such expenses are separate from the litigation

expenses incurred by Plaintiffs’ Counsel individually (see, supra, at ¶¶ 7, 9).

13. Plaintiffs are seeking reimbursement of reasonably incurred litigation expenses

totaling $1,573,192.48, which is the sum of litigation expenses incurred by Plaintiffs’ Counsel

(see, supra, at ¶ 11) and litigation expenses incurred by the Litigation Fund (see, supra, at ¶ 12).


7

14. Plaintiffs’ Counsel’s hours, lodestar, and litigation expenses are understated

because Class Counsel have excluded hours, lodestar, and litigation expenses from the inception

of the case through the Court’s appointment of leadership (i.e., excluded time and expenses before

the Court’s appointment of leadership). The hours, lodestar, and litigation expenses are further

understated as they exclude the substantial time that will be necessary to administer the settlements

at the end of the case—a time-consuming and expensive process for which Class Counsel is not

typically compensated.

15. After the Court’s appointment of leadership, Class Counsel established the

Litigation Fund to pay for expenses incurred in this case. Plaintiffs’ Counsel contributed to the

Litigation Fund. No outside litigation funders have contributed to, or have an interest in, this

Litigation Fund. The law firm of Hausfeld LLP is responsible for administering the Litigation Fund

in connection with the prosecution of this case.

16. The expenses of the Litigation Fund were reasonably and necessarily incurred in

connection with the prosecution of Plaintiffs’ claims and to obtain the result for the class in light

of the complexities of the conspiracy, the number of parties and non-parties, and the various

liability and expert issues raised by the case. Furthermore, these expenses are typical expenses that

counsel would generally bill to paying clients in the marketplace.

17. The expenses incurred by the Litigation Fund are reflected in the books and records

of Hausfeld. These books and records are prepared from invoices, checks, and other source

materials which are regularly kept and maintained by Hausfeld and accurately reflect the

expenses incurred.


8

Future Litigation Expenses

18. Concerning future litigation expenses, although Class Counsel expect expenses to

exceed $3 million before the complete resolution of this case based on their experience litigating

this case and other antitrust and complex class actions, they are limiting their request for future

litigation expenses to five percent of the Settlement Amount. If actual litigation expenses do not

exceed $3 million, Class Counsel will return the residual amount to the settlement fund for

distribution along with the remaining settlement proceeds.

19. Just since June 19, 2018 (i.e., the date after the Court’s preliminary approval of the

most the American settlement), for example, the Litigation Fund has already incurred over

$700,000 in expenses.

Class Counsel’s Supervision

20. Since their appointment as Class Counsel, CPM and Hausfeld have supervised the

activities of Plaintiffs’ Counsel in prosecuting this case. Plaintiffs’ Counsel have abided by the

Court’s order regarding the management of Plaintiffs’ fees and costs and the Court’s review of the

same, including the billable rates set forth therein (ECF No. 84). Further, Class Counsel have

decided not to seek fees for any task completed before the Court’s appointment of leadership

though Plaintiffs’ Counsel had performed extensive investigative work in this early stage.

We declare under penalty of perjury under the laws of the United States of America that

the foregoing is true and correct. Executed this 5th day of December, 2018 in Burlingame, California

and Washington, D.C., respectively.

/s/ Adam J. Zapala Adam J. Zapala Cotchett, Pitre & McCarthy, LLP

/s/ Michael D. Hausfeld Michael D. Hausfeld Hausfeld LLP


1

Firm Hours Lodestar Expenses Abraham, Fruchter & Twersky, LLP 697.10 $225,360.00 $0.00 Andrus Anderson, LLP 1,758.00 $548,551.50 $263.76 Beasley, Allen, Crow, Methvin, Portis & Miles, P.C.

938.60 $236,528.00 $4,550.20

Bleichmar Fonti & Auld LLP 4,994.80 $1,991,527.00 $8,695.62 Block & Leviton, LLP 2,185.20 $695,717.00 $755.61 Bonnett Fairbourn Friedman & Balint PC 1,471.80 $435,957.50 $244.57 Brualdi Law Firm, P.C. 2,361.20 $719,640.00 $36.76 Burns Charest LLP 951.60 $414,273.50 $1,322.04 Chimicles & Tikellis, LLP 2,717.70 $691,337.50 $60.78 Cohen & Malad, LLP 1,128.20 $288,603.00 $0.00 Cotchett, Pitre & McCarthy, LLP 3,088.00 $1,455,025.00 $20,852.20 Finkelstein Thompson LLP 756.60 $458,608.00 $1,198.65 Frank, LLP 3,183.30 $940,490.00 $1,020.57 Glancy Prongay & Murray LLP 1,813.30 $547,901.50 $0.00 Gross Belsky Alonso, LLP 1,810.90 $559,385.00 $31.30 Gustafson Gluek 2,411.60 $610,130.00 $136.48 Hach Rose Schirripa & Cheverie, LLP 2,130.20 $664,052.50 $0.00 Hausfeld, LLP 3,601.50 $2,134,074.00 $18,588.57 Kaplan Fox & Kilsheimer LLP 3,730.70 $1,472,359.00 $17,883.30 Keller Rohrback, LLP 564.90 $293,683.00 $1,126.15 Kralowec Law Group 1,794.10 $1,379,242.00 $2,824.06 Ku Mussman, P.A. 283.00 $93,286.00 $134.57 Lieff Cabraser Heimann & Bernstein LLP 3,728.50 $1,325,533.00 $13,684.97 Lockridge Grindal Nauen, PLLP 2,023.40 $607,520.00 $36.50 Minami Tamaki, LLP 2,256.30 $569,967.00 $0.00 Mogin Rubin, LLC(Formerly The Mogin Law Firm PC)

1,334.20 $437,597.75 $204.84

Murray Law Firm 2,044.70 $625,815.00 $0.00 NastLaw LLC 145.10 $45,120.00 $141.07 Nussbaum Law Group, PC 684.80 $200,037.50 $583.23 Radice Law Firm, PC 4,449.00 $1,366,473.00 $216.96 Saveri & Saveri, Inc. 1,309.10 $803,730.00 $6,281.68 Sharp McQueen P.A. 1,239.40 $372,192.50 $0.00 Shepherd, Finkelman, Miller & Shah, LLP 1,299.10 $353,897.50 $6.45 The Mehdi Firm, PC 1,095.70 $330,622.50 $0.00 Weinstein Kitchenoff & Asher, LLC 3,094.70 $1,327,511.00 $34.53 Wolf Haldenstein Adler Freeman & Herz, LLP

863.70 $509,096.50 $2,122.06

Exhibit 1

All Firm Hours, Lodestars & ExpensesFebruary 5, 2016 through June 18, 2018


2

Firm Hours Lodestar Expenses Zelle Hofmann Voelbel & Mason LLP 2,504.00 $1,477,327.00 $2,738.86 Zimmerman Reed PLLP 1,563.60 $761,369.50 $2,882.36 Zwerling Schachter & Zwerling LLP 1,666.40 $516,642.50 $189.94

GRAND TOTALS: 75,674.00 $28,486,183.25 $108,848.64


In re Domestic Airline Travel Antitrust Litigation Case No. 15-1404 (CKK); MDL No. 2656

EXHIBIT 2

IN RE DOMESTIC AIRLINE TRAVEL ANTITRUST LITIGATION FUND

Expenses Incurred

February 5, 2016 through June 18, 2018

EXPENSE CATEGORY AMOUNT INCURRED

Experts / Consultants $1,072,170.11 E-Discovery Services & Document Hosting $252,547.40 Third Party Production Cost Reimbursement $22,754.13 Special Master Fees $116,094.05 Court Reporting Fees $778.15

TOTAL: $1,464,343.84


EXHIBIT 3


1

UNITED STATES DISTRICT COURT DISTRICT OF COLUMBIA

DECLARATION OF ADAM J. ZAPALA IN SUPPORT OF PLAINTIFFS’ MOTION FOR AWARD OF ATTORNEYS’ FEES, REIMBURSEMENT OF REASONABLE LITIGATION EXPENSES, AND AWARD OF FUTURE LITIGATION EXPENSES

I, Adam J. Zapala, declare and state as follows:

1. I am a partner of Cotchett, Pitre & McCarthy, LLP. During the pendency of this

litigation, my firm has acted as Interim Co-Lead Class Counsel for Plaintiffs (“Class Counsel”). I

make this declaration based on my personal knowledge and if called as a witness, I could and

would competently testify to the matters stated herein. I make this Declaration pursuant to 28

U.S.C. § 1746 and in support of Plaintiffs’ Motion for Award of Attorneys’ Fees, Reimbursement

of Reasonable Litigation Expenses, and Award of Future Litigation Expenses.

2. I have reviewed the Court’s February 4, 2016 Order Appointing Interim Co-Lead

Class Counsel (ECF No. 76). I have also reviewed the Court’s orders regarding the management

of Plaintiffs’ fees and expenses and the Court’s review of the same (ECF Nos. 81 and 84), paying

particular attention to the provisions regarding time, costs and expenses. My firm has adhered to

the provisions set forth in the above referenced orders.

3. Cotchett, Pitre & McCarthy, LLP (“CPM”) has prosecuted this litigation solely on

a contingent-fee basis and has been at risk that it would not receive any compensation for

IN RE DOMESTIC AIRLINE TRAVEL ANTITRUST LITIGATION _______________________________________ This Document Relates To: ALL CASES

MDL Docket No. 2656 Misc. No. 15-1404 (CKK)


2

prosecuting claims against the defendants. While CPM devoted its time and resources to this

matter, it has foregone other legal work for which it would have been compensated.

4. During the course of this litigation, and on behalf of the class, CPM has been

involved in managing all aspects of the litigation, including, among others, the following activities

during the period of February 5, 2016 through June 18, 2018:

• Researching and reviewing plaintiff documentation and selecting plaintiffs for inclusion into the Consolidated Amended Class Action Complaint (“CAC”), and conducting all other factual investigation necessary to and preparing the CAC and the Corrected Consolidated Amended Class Action Complaint;

• Briefing the Opposition to Defendants’ Motion to Dismiss the CAC;

• Negotiating with Defendants pertaining to proposed case management documents and discovery orders entered in this matter (e.g., Discovery Stipulation and Order (ECF No. 160), Stipulated Protective Order Regarding Confidential and Privileged Materials (ECF No. 162), Stipulation and Order Regarding the Search for and Production of Electronically Stored Information and Hard Copy Documents (ECF No. 167), Stipulated Amended Scheduling Order Regarding Discovery and Summary Judgment (ECF No. 290), among others);

• Drafting and serving plaintiffs’ discovery on Defendants and third parties, as well as preparing and overseeing Plaintiffs’ responses to discovery served by Defendants and negotiating with Defendants’ regarding Plaintiffs’ responses thereto;

• Establishing and organizing plaintiffs’ document review platform, document review protocols, and overseeing document review teams;

• Managing productions received from defendants, maintaining a log of productions, and updating the document review platform with defendant productions;

• Managing productions received from third parties, maintaining a log of productions, and updating the document review platform with third party productions, and re-produce third party productions to defendants;

• Reviewing documents of the named plaintiffs and overseeing their production to Defendants, maintaining a log of productions produced, and updating the document review platform with plaintiff productions;

• Participating in and overseeing discovery negotiations with Defendants and third parties, and drafting, editing, and overseeing the preparation of motion and opposition papers associated with discovery disputes, and e-file and serve motions and responses;


3

• Meeting and conferring with Defendants and preparing Joint Status Reports to the Court;

• Preparing for and appearing at Status Conferences and Motion Hearings, as well as regularly scheduled conferences held by the Special Master appointed in this matter, and providing weekly updates to the Special Master;

• Participating in mediated meet and confers with the Special Master arising from disputes with Defendants and third parties;

• Conducting negotiations over electronic search methodologies, including search terms and technology assisted review and participating in mediated meet and confers with the Special Master associated therewith;

• Preparing and filing Plaintiffs’ motion for a discovery extension;

• Negotiations of defendant and third party depositions;

• Overseeing the defense of depositions of named Plaintiffs;

• Negotiating and drafting settlement and escrow agreements with Southwest and American;

• Drafting preliminary and final approval papers for the settlements with Southwest and American, as well as a proposed notice plan;

• Working with Plaintiffs’ experts and consultants to build econometric models based on the facts of the industry;

• Developing and executing case strategy;

• Oversight and review of all firms time and expenses, and preparing month reports to the Court for review; and

• Assigning work to other supporting firms, overseeing the performance of those tasks, and

providing direction and guidance regarding performing those tasks.

5. Attached hereto as Exhibit A is my firm’s total hours and lodestar, computed at

historical billing rates, from February 5, 2016 through June 18, 2018. The total number of hours

spent by my firm during this period of time was 3,088.00, with a corresponding historical lodestar

of $1,455,025.00. This summary was prepared from contemporaneous, daily time records

regularly prepared and maintained by my firm. The lodestar amount reflected in Exhibit A is for

work performed by professional staff at my law firm for the benefit of the class during the


4

aforementioned time period.

6. The hourly rates for the attorneys and professional support staff at my firm included

in Exhibit A are the usual and customary hourly rates charged by CPM. Any hourly rates for

attorneys and professional staff that are higher than the Court approved rates have been reduced to

comply with the Court’s orders (ECF Nos. 81 and 84) and additional instructions provided by

Interim Co-Lead Counsel.

7. CPM has expended a total of $20,852.20 in unreimbursed costs and expenses in

connection with the prosecution of this litigation from February 5, 2016 through June 18, 2018, as

set forth in Exhibit B attached hereto. All of these expenses incurred by CPM in connection with

this litigation were reasonably necessary in the prosecution of this case and are reflected on the

books and records of my firm. Any expenses that are higher than the Court approved rates have

been reduced to comply with the Court’s time and expense orders (ECF Nos. 81 and 84).

8. CPM also contributed to the litigation fund. The expenses incurred by the Litigation

Fund are discussed separately in the Joint Declaration of Cotchett, Pitre & McCarthy, LLP and

Hausfeld LLP in Support of Plaintiffs’ Motion for Award of Attorneys’ Fees and Costs,

Reimbursement of Reasonable Litigation Expenses, and Award of Future Litigation Expenses.

CPM’s contributions thereto are not included in its individual firm expenses set forth above to

avoid any double counting.

9. I have reviewed the time and expenses reported by my firm in this case which are

included in this declaration, and I affirm that they are true and accurate to the best of my

knowledge.

I declare under penalty of perjury under the laws of the United States of America that the

foregoing is true and correct. Executed on December 5, 2018 at Burlingame, California.


5

/s/ Adam J. Zapala ADAM J. ZAPALA



1

EXHIBIT A

COTCHETT, PITRE & McCARTHY, LLP

Hours and Lodestar Reported on a Historical Basis


Timekeeper Professional Status1

Hours

Rate Total Lodestar

Joseph Cotchett P 4.00 $800 $ 3,200.00 Steven Williams P 361.20 $800 $288,960.00 Adam Zapala P 336.20 $750 $252,150.00 Alexander Barnett A 786.10 $500 $393,050.00 Elizabeth Castillo A 17.40 $500 $ 8,700.00 Ana Gardea A 4.70 $500 $ 2,350.00 Adam Trott A 8.80 $500 $ 4,400.00 Joyce Chang A 329.20 $425 $139,910.00 Joyce Chang A 1.50 $400 $ 600.00 Joyce Chang A 1.50 $300 $ 450.00 Michael Montano A 50.30 $425 $ 21,377.50 Michael Montano A 3.90 $300 $ 1,170.00 Mark Ram A 4.30 $425 $ 1,827.50 Mark Ram A 16.30 $400 $ 6,520.00 Latoya Concepcion PA 8.30 $300 $ 2,490.00 Robert Castillo CR 3.10 $250 $ 775.00 Divya Rao CR 12.90 $250 $ 3,225.00 Jaclyn Verducci PA 460.40 $325 $149,630.00 Morgan Blehm PA 56.70 $275 $ 15,592.50 Michael Caylao PA 50.90 $275 $ 13,997.50 Shuming Chen PA 28.00 $275 $ 7,700.00 Allison Cox PA 1.10 $275 $ 302.50 Virginia Lin PA 71.10 $275 $ 19,552.50 Carlo Lipson PA 74.00 $275 $ 20,350.00 Patrick Lyons PA 132.60 $275 $ 36,465.00 Rowyda Rashid PA 21.50 $275 $ 5,912.50 Priya Goldwyn PA 29.30 $250 $ 7,325.00 Valerie Barretto PA 1.50 $225 $ 337.50 Michael Folger PA 149.50 $225 $ 33,637.50 Reid Gaa PA 34.00 $225 $ 7,650.00 Kyle Quackenbush PA 11.40 $225 $ 2,565.00

1 Professional Status Abbreviations: P: Partner; OC: Of Counsel; A: Associate; DR: Document Reviewer; CR: Contract Document Reviewer; SA: Staff Attorney; PA: Paralegal; LC: Law Clerk.



2


Hours

Rate Total Lodestar

Eric Kohan LC 16.30 $175 $ 2,852.50

Grand Total: 3088.00 $1,455,025.00



EXHIBIT B

Cotchett, Pitre & McCarthy, LLP

Expenses Incurred



Court Costs / Court Filing Fees $0 Experts / Consultants $0 Federal Express / UPS / Other Messenger Services $912.53 Postage / U.S. Mail $86.37 Service of Process $0 Hearing Transcripts $678.70 Investigation $0 Lexis / Westlaw / PACER $1,744.25 Other Expenses Approved By Co-Leads $0 Photocopies – In House $141.60 Photocopies – Outside $341.58 Telephone / Facsimile $942.42 Travel – Transportation $11,146.31 Travel – Meals $619.43 Travel – Hotels $4,239.01

TOTAL: $20,852.20


EXHIBIT 4


1


DECLARATION OF JEANNINE M. KENNEY IN SUPPORT OF CLASS COUNSEL’S APPLICATION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES

SUBMITTED ON BEHALF OF INTERIM CO-LEAD CLASS COUNSEL

I, Jeannine M. Kenney, declare and state as follows:

1. I am a Partner of Hausfeld LLP. During the pendency of this litigation, my firm

has acted as Interim Co-Lead Class Counsel for the putative class. I make this declaration based

on my personal knowledge and if called as a witness, I could and would competently testify to

the matters stated herein.

2. I submit this declaration in support of Class Counsel’s interim application for

attorneys’ fees and reimbursement of expenses reasonably incurred by Hausfeld LLP and by the

Litigation Fund established by Interim Co-Lead Class Counsel to fund this litigation in

connection with the services rendered in this litigation on behalf of the class.


Class Counsel (ECF No. 76). I have also reviewed the Court’s orders (ECF Nos. 81 and 84),

paying particular attention to the provisions regarding fees, costs and expenses. My firm has

adhered to the provisions set forth in the above referenced orders.

4. Hausfeld has prosecuted this litigation solely on a contingent-fee basis, and has




2

been at risk that it would not receive any compensation for prosecuting claims against the

defendants. While Hausfeld devoted its time and resources to this matter, it has foregone other

legal work for which it would have been compensated.

5. During the course of this litigation, Hausfeld has been involved in managing all

aspects of the litigation, including, among others, the following activities during the period

February 5, 2016 through June 18, 2018: conducting all factual investigation necessary to and

preparing the Consolidated Amended Class Action Complaint (“CAC”) and the Corrected

Consolidated Amended Class Action Complaint; preparing all opposition papers to Defendants’

motion to dismiss the CAC; managing the Litigation Fund established to fund this litigation;

negotiating with Defendants, drafting, and preparing proposed case management documents and

orders entered in this matter, including all proposed discovery Orders (e.g., the protective order,

the discovery management order, the order governing the search for and production of

electronically stored information and documents), including drafting motions associated with

such Orders; preparing and overseeing the preparation of Plaintiffs’ discovery served on

Defendants and third parties; preparing joint status reports to the Court with Defendants;

appearing at Court status conferences; preparing for and participating in regularly scheduled

conferences held by the Special Master appointed in this matter; providing weekly updates to the

Special Master; participating in and overseeing discovery negotiations with Defendants and third

parties; drafting, editing, and overseeing the preparation of motion and opposition papers

associated with discovery disputes; participating in mediated meet and confers with the Special

Master arising from disputes with Defendants and third parties; conducting negotiations over

electronic search methodologies, including search terms and technology assisted review and

participating in mediated meet and confers with the Special Master associated therewith;


3

preparing and overseeing preparation of Plaintiffs’ responses to discovery served by Defendants

and negotiating with Defendants’ regarding Plaintiffs’ responses thereto; preparing Plaintiffs’

motion for a discovery extension; overseeing Plaintiffs’ production of documents; reviewing

documents of the named plaintiffs in this matter and overseeing their production to Defendants;

defending the deposition of a named Plaintiff and overseeing Class Counsel defending

depositions of other named Plaintiffs; reviewing and overseeing the review of documents

produced by Defendants and overseeing management of that review; negotiating and drafting

settlements with Southwest and American; drafting preliminary and final approval papers for the

settlements with Southwest and American; working with Plaintiffs’ experts and consultants;

developing and executing case strategy; and assigning work to other Class Counsel, overseeing

the performance of those tasks, and providing direction and guidance to Class Counsel

performing those tasks.



spent by my firm during this period of time was 3,601.5 with a corresponding historical lodestar

of $2,134,074.00.1 This summary was prepared from contemporaneous, daily time records


work approved jointly by Co-Lead Counsel and was performed by professional staff at my law

firm for the benefit of the class during the aforementioned time period.

7. The hourly rates for the attorneys and professional support staff at my firm

included in Exhibit A are the usual and customary hourly rates charged by Hausfeld. Any hourly

1 Hausfeld has excluded from its historical lodestar time spent by other attorneys and non-attorneys not listed in Exhibit A whose time spent on the case was not consequential relative to the core Hausfeld attorneys and staff working on this matter.


4

rates for attorneys and professional staff that are higher than the Court approved rates have been

reduced to comply with the Court’s orders (ECF Nos. 81 and 84) and additional instructions

provided by Interim Co-Lead Counsel.

8. Hausfeld has expended a total of $18,588.57 in unreimbursed costs and expenses

in connection with the prosecution of this litigation from February 5, 2016 through June 18,

2018, as set forth in Exhibit B attached hereto. All of these expenses incurred by Hausfeld in

connection with this litigation were reasonably necessary in the prosecution of this case and are

reflected on the books and records of my firm. Any expenses that are higher than the Court

approved rates have been reduced to comply with the Court’s orders (ECF Nos. 81 and 84).

9. Hausfeld also contributed to the Litigation Fund. The expenses incurred by the

Litigation Fund are discussed separately in the Joint Declaration accompanying the Class

Counsel’s Application for Attorneys’ Fees and Reimbursement of Expenses. Hausfeld’s

contributions thereto are not included in its individual firm expenses set forth above.

10. I have reviewed the time and expenses reported for my firm in this case and the

expenses reported for the Litigation Fund which are included in this declaration, and I affirm that

they are true and accurate to the best of my knowledge.


foregoing is true and correct. Executed on December 5, 2018 at Philadelphia, Pennsylvania.

/s/ Jeannine M. Kenney Jeannine M. Kenney



1

EXHIBIT A

HAUSFELD LLP




Hours

Rate Total Lodestar

Michael Hausfeld (2016) P 35.4 $800.002 $28,320.00 Michael Hausfeld (2017) P 56.10 $800.00 $44,880.00 Michael Hausfeld (2018) P 21.50 $800.00 $17,200.00

Hausfeld Sub-total 113.00 $90,400.00 Jeannine Kenney (2016) A 112.5 $450.00 $50,625.00 Jeannine Kenney (2017) P 1,110.40 $520.00 $577,408.00 Jeannine Kenney (2018) P 142.4 $630.00 $89,712.00

Kenney Sub-total 1,365.30 $717,745.00 Lehmann, Michael (2016) P 182.6 $800.003 $146,080.00 Lehmann, Michael (2017) P 45.50 $800.00 $36,400.00 Lehmann, Michael (2018) P 56.1 $800.00 $44,880.00

Lehmann Sub-total 284.2 $227,360.00 Scher, Irv (2016) SC 37 $800.004 $29,600.00 Scher, Irv (2017) SC 19.3 $800.00 $14,960.00 Scher, Irv (2018) SC 19.8 $800.00 $15,840.00

Scher Sub-total 76.1 $60,880.00 Scherrer, Hilary K. (2016) P 123.2 $640.00 $78,848.00 Scherrer, Hilary K. (2017) P 501.70 $670.00 $336,139.00 Scherrer, Hilary K. (2018) P 473.90 $780.00 $369,642.00

Scherrer Sub-total 1098.8 $784,629.00 Sweeney, Bonny (2016) P 8.1 $800.005 $6,480.00

Sweeney Sub-total 8.1 $6,480.00

1 Professional Status Abbreviations: P: Partner; OC: Of Counsel; SC: Senior Counsel; A: Associate; DR: Document Reviewer; CR: Contract Document Reviewer; SA: Staff Attorney; PA: Paralegal; LC: Law Clerk. 2 Mr. Hausfeld’s rate is capped at $800. His ordinary billing rates for 2016, 2017, and 2018 are $995, $1,100, and $1,375, respectively. 3 Mr. Lehmann’s rate is capped at $800. His ordinary billing rates for 2016, 2017, and 2018 are $960, $985, and $1,100 respectively. 4 Mr. Scher’s rate is capped at $800. His ordinary billing rates for 2016, 2017, and 2018 are $875, $900, and $1,100 respectively. 5 Ms. Sweeney’s rate is capped at $800. Her ordinary billing rate for 2016 was $1,100.



2


Hours

Rate Total Lodestar

Braden Beard (2017) A 68.30 $400.00 $27,320.00 Braden Beard (2018) A 326.20 $450.00 $146,790.00

Beard Sub-total 394.50 $174,110.00 Brandon Storm LC 16.9 $260.00 $4,394.00

Storm Sub-total 16.9 $4,394.00 Marilani Huling (2016) PA 24.4 $270.00 $6,588.00 Marilani Huling (2017) PA 8.3 $270.00 $2,241.00

Huling Sub-total 32.7 $8,829.00 Elliot Robinson (2016) PA 4 $270.00 $1,080.00 Elliot Robinson (2017) PA 4.5 $270.00 $1,215.00

Robinson Sub-total 8.5 $2,295.00 Kenya McCune (2017) PA 119.80 $280.00 $33,544,.00 Kenya McCune (2018) PA 83.6 $280.00 $23,408.00

McCune Sub-total 203.40 $56,952.00 Grand Total: 3,601.5 $2,134,074.00



EXHIBIT B

HAUSFELD LLP

Expenses Incurred



Court Costs / Court Filing Fees $206.00

Experts / Consultants $0.00 Federal Express / UPS / Other Messenger Services $1,137.04 Postage / U.S. Mail $0.46 Service of Process $0.00 Hearing Transcripts $0.00 Investigation $0.00 Lexis / Westlaw / PACER $4,929.45 Other Expenses Approved By Co-Leads $819.85 Photocopies – In House $2,775.87 Photocopies – Outside $0.00 Telephone / Facsimile $7,738.90 Travel – Transportation $518.96 Travel – Meals $462.04 Travel – Hotels $0.00

TOTAL: $18,588.57


EXHIBIT 5


1


DECLARATION OF WARREN BURNS IN SUPPORT OF CLASS COUNSEL’S APPLICATION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES

SUBMITTED ON BEHALF OF BURNS CHAREST LLP

I, Warren Burns, declare and state as follows:

1. I am the Founding Partner of Burns Charest LLP. During the pendency of this

litigation, my firm has acted as class counsel to plaintiffs. I make this declaration based on my

personal knowledge and if called as a witness, I could and would competently testify to the

matters stated herein.


attorneys’ fees and reimbursement of expenses reasonably incurred in connection with the

services rendered in this litigation on behalf of the class.





4. Burns Charest LLP has prosecuted this litigation solely on a contingent-fee basis

and has been at risk that it would not receive any compensation for prosecuting claims against




2

the defendants. While Burns Charest LLP devoted its time and resources to this matter, it has

foregone other legal work for which it would have been compensated.

5. During the course of this litigation, Burns Charest LLP has been involved in the

following activities on behalf of the class at the request and under the direction of Co-Lead

Counsel:

o Prepared, reviewed, and revised Plaintiffs’ Consolidated Class Action Complaint;

o Prepared Drafts of Document Preservation letters;

o Drafting, reviewing and revising Plaintiff’s Opposition to Motion to Dismiss;

o Conducted and participated in Executive Committee meetings on Strategy of the

case;

o Attended and participated in meetings of the Plaintiffs Discovery Team related to

American Airline discovery issues;

o Prepared and Revised Requests for Production and Interrogatories to Defendants;

o Drafted and Revised Responses to Defendants’ Requests for Production and

Interrogatories;

o Conducted Legal Research on various issues including Antitrust liability and

conspiracy;

o Conducted and participated in Meet & Confers with opposing counsel regarding

American Airlines deficiencies in responses to Discovery and document

production;

o Participated in conference calls and discovery hearings with Special Master re

discovery issues;

o Responded to Defendants Discovery requests relating to Client including


3

Requests for Production and Interrogatories; prepared and defended client at

deposition;

o Reviewed American Airlines documents produced in litigation, coded and

selected important documents;

o Reviewed American Airlines Privilege Log; participated in drafting Motion to

Compel and Reply regarding privilege documents;



spent by my firm during this period of time was 951.60, with a corresponding historical lodestar

of $414,273.50. This summary was prepared from contemporaneous, daily time records regularly

prepared and maintained by my firm. The lodestar amount reflected in Exhibit A is for work

assigned by Co-Lead Counsel and was performed by professional staff at my law firm for the

benefit of the class during the aforementioned time period.


included in Exhibit A are the usual and customary hourly rates charged by Burns Charest LLP.

Any hourly rates for attorneys and professional staff that are higher than the Court approved

rates have been reduced to comply with the Court’s orders (ECF Nos. 81 and 84) and additional

instructions provided by Interim Co-Lead Counsel.

8. Burns Charest LLP has expended a total of $1,322.04 in unreimbursed costs and

expenses in connection with the prosecution of this litigation from February 5, 2016 through

June 18, 2018, as set forth in Exhibit B attached hereto. All of these expenses incurred by Burns

Charest LLP in connection with this litigation were reasonably necessary in the prosecution of

this case and are reflected on the books and records of my firm. Any expenses that are higher


4

than the Court approved rates have been reduced to comply with the Court’s orders (ECF Nos.

81 and 84).

9. Burns Charest LLP also contributed to the litigation fund. My firm is not seeking

reimbursement of these expenses through this declaration, as Co-Lead Counsel are separately

seeking reimbursement of expenses paid out of the litigation fund.



knowledge.


foregoing is true and correct. Executed on November 9, 2018 at Dallas, Texas.

/s/ Warren T. Burns ATTORNEY NAME



1

EXHIBIT A

Burns Charest LLP




Hours

Rate Total Lodestar

Warren Burns P 11.50 $800 $9,200.00 Korey Nelson P 1.50 $650 $975.00 Elizabeth Roche P 1.10 $450 $495.00 Elizabeth Roche P 58.20 $600 $34,920.00 Elizabeth Roche P 43.20 $750 $32,400.00 Will Thompson A 14.90 $400 $5,960.00 Will Thompson A 241.80 $450 $108,810.00 Will Thompson P 160.60 $500 $80,300.00 Kyle Oxford A 34.40 $300 $10,320.00 Kyle Oxford A 94.50 $325 $30,712.50 Kyle Oxford A 197.50 $375 $74,062.50 Spencer Cox A .20 $325 $65.00 Lauren Cross SA 75.40 $300 $22,620.00 Andrew Bynum PA .30 $270 $81.00 Andrew Bynum PA .70 $275 $192.50 Rachel Roche PA 15.80 $200 $3160.00 $ $

Grand Total: 951.60 $414,273.50




EXHIBIT B

BURNS CHAREST LLP

Expenses Incurred



Court Costs / Court Filing Fees $ Experts / Consultants $ Federal Express / UPS / Other Messenger Services $ Postage / U.S. Mail $ Service of Process $ Hearing Transcripts $ Investigation $ Lexis / Westlaw / PACER $74.80 Other Expenses Approved By Co-Leads $13.00 Photocopies – In House $ Photocopies – Outside $ Telephone / Facsimile $ Travel – Transportation $474.26 Travel – Meals $97.34 Travel – Hotels $662.64

TOTAL: $1322.04


EXHIBIT 6


1


DECLARATION OF ROBERT N. KAPLAN IN SUPPORT OF CLASS COUNSEL’S APPLICATION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES

SUBMITTED ON BEHALF OF KAPLAN FOX & KILSHEIMER LLP (“KAPLAN FOX”)

I, Robert N. Kaplan, declare and state as follows:

1. I am a Partner of Kaplan Fox & Kilsheimer LLP (“Kaplan Fox”). During the

pendency of this litigation, my firm has acted as class counsel to plaintiffs and I have been a

member of Plaintiffs’ Executive Committee (PEC). I make this declaration based on my

personal knowledge, and if called as a witness, I could and would competently testify to the







paying particular attention to the provisions regarding fees, costs, and expenses. My firm has

adhered to the provisions set forth in the above-referenced orders.




2

4. Kaplan Fox has prosecuted this litigation solely on a contingent-fee basis and has


defendants. While Kaplan Fox devoted its time and resources to this matter, it has foregone other


5. During the course of this litigation, Kaplan Fox has been involved in the


Counsel: As a member of the PEC we have participated in weekly PEC calls. In addition, we

have been involved principally in three areas.

A. We have been deeply involved with the experts retained by plaintiffs and have

frequent interactions with them.

B. We have been designated to supervise and be involved in third-party discovery,

which has involved extensive negotiations with third parties, review of their document

productions, preparation of a motion to compel, and frequent appearances before Special Master

Levie.

C. We represent one of the named plaintiffs and have spent considerable time

obtaining and producing its documents and responding to discovery directed to it.


historical billing rates, from February 5, 2016, through June 18, 2018. The total number of hours

spent by my firm during this time was 3,730.70, with a corresponding historical lodestar of

$1,472,359.00. This summary was prepared from contemporaneous, daily time records regularly





3


included in Exhibit A are the usual and customary hourly rates charged by Kaplan Fox. Any

hourly rates for attorneys and professional staff that are higher than the Court-approved rates

have been reduced to comply with the Court’s orders (ECF Nos. 81 and 84) and additional


8. Kaplan Fox has expended a total of $17,883.30 in unreimbursed costs and

expenses in connection with the prosecution of this litigation from February 5, 2016, through

June 18, 2018, as set forth in Exhibit B attached hereto. All of these expenses incurred by

Kaplan Fox in connection with this litigation were reasonably necessary in the prosecution of


than the Court-approved rates have been reduced to comply with the Court’s orders (ECF Nos.

81 and 84).

9. Kaplan Fox also contributed to the litigation fund. My firm is not seeking





knowledge.


foregoing is true and correct. Executed on November 9, 2018 at New York, New York.

/s/ Robert N. Kaplan ROBERT N. KAPLAN



1

EXHIBIT A

Kaplan Fox & Kilsheimer LLP




Hours

Rate Total Lodestar

Robert N. Kaplan P 214.40 $800 $ 171,520.00 Richard J. Kilsheimer P 24.70 $800 $ 19,760.00 Frederic S. Fox P 12.00 $800 $ 9,600.00 Gregory K. Arenson P 181.10 $800 $ 144,880.00 Matthew P. McCahill P 1.00 $600 $ 600.00 Elana Katcher P 7.80 $600 $ 4,680.00 Elana Katcher P 252.40 $635 $ 160,274.00 Elana Katcher P 175.60 $655 $ 115,018.00 Jason Uris A 6.50 $340 $ 2,210.00 Justin Farar DR 477.50 $300 $ 143,250.00 Walter Howe DR 32.60 $300 $ 9,780.00 Sherman Jones DR 266.00 $300 $ 79,800.00 Christopher Martin DR 1,780.00 $300 $ 534,000.00 Brandon Fox LC 1.20 $230 $ 276.00 Ryan Vines LC 5.70 $230 $ 1,311.00 Kevin Cosgrove PA 7.10 $310 $ 2,201.00 Mandrika Moonsammy PA 197.90 $310 $ 61,349.00 Wilfred Gomes PA 1.00 $265 $ 265.00 Tanya Harvey PA 15.50 $255 $ 3,952.50 Tanya Harvey PA 3.00 $260 $ 780.00 Tanya Harvey PA 0.50 $265 $ 132.50 Lillian Rodriguez PA 65.00 $100 $ 6,500.00 Samia Flecha PA 2.20 $100 $ 220.00

Grand Total: 3,730.7 $1,472,359.00




EXHIBIT B

KAPLAN FOX & KILSHEIMER LLP

Expenses Incurred



Court Costs / Court Filing Fees $ Experts / Consultants $ Federal Express / UPS / Other Messenger Services $ 109.33 Postage / U.S. Mail $ 24.15 Service of Process $ 562.50 Hearing Transcripts $ Investigation $ Lexis / Westlaw / PACER $ 10,533.42 Other Expenses Approved By Co-Leads $ Photocopies – In House $ 852.20 Photocopies – Outside $ 563.43 Telephone / Facsimile $ 319.44 Travel – Transportation $ 3,853.86 Travel – Meals $ 221.36 Travel – Hotels $ 861.61

TOTAL: $ 17,883.30


EXHIBIT 7


1663693.3


DECLARATION OF ERIC B. FASTIFF IN SUPPORT OF CLASS COUNSEL’S APPLICATION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES SUBMITTED ON BEHALF OF LIEFF, CABRASER, HEIMANN & BERNSTEIN, LLP

I, Eric Fastiff, declare and state as follows:

1. I am a Partner of Lieff Cabraser Heimann & Bernstein, LLP. During the

pendency of this litigation, my firm has acted as class counsel to plaintiffs. I make this

declaration based on my personal knowledge and if called as a witness, I could and would

competently testify to the matters stated herein.






paying particular attention to the provisions regarding fees, costs, and expenses. My firm has


4. Lieff Cabraser has prosecuted this litigation solely on a contingent-fee basis, and

has been at risk that it would not receive any compensation for prosecuting claims against the




1663693.3

defendants. While Lieff Cabraser devoted its time and resources to this matter, it has foregone

other legal work for which it would have been compensated.

5. During the course of this litigation, Lieff Cabraser has been involved in the


Counsel:

a. Communicating with and selecting potential named plaintiffs for the amended

complaint;

b. Editing briefing, including the Opposition to Defendants’ Motion to Dismiss;

c. Responding to and meeting and conferring with Defendants regarding named

plaintiff discovery;

d. Leading the efforts related to collecting, reviewing, and producing named

plaintiffs’ documents, including coordinating among named plaintiffs’ counsel,

creating and implementing document review protocols, overseeing the document

collection and review, and finalizing and producing documents.

e. Leading the preparation and defenses of named plaintiff depositions;

f. Conducting legal research regarding plaintiff standing issues;

g. Leading discovery efforts as to Defendant Southwest Airlines, including meeting

and conferring with Southwest regarding discovery responses and custodians,

engaging with Southwest related to its settlement cooperation requirements,

reviewing and analyzing documents related to Southwest’s participation in the

conspiracy;

h. Reviewing and analyzing custodial documents, including but not limited to

custodial documents for Mike Delehant, Tammy Romo, Marcy Brand, Glen


1663693.3

Hauenstein, Kevin Shinkle, Christina Coronios, Reid Grandle, Gary Kelly, Bob

Kneisley, Scott Kirby, Mike Britman, Andrew Davis, R.D. Kern, Felise Agranoff,

Jamie Baker, Nishant Mani, Sarah Murphy, Daniel Cravens, Megan McCarthy,

Brian Znotins, Elise Eberwein, and Johnathan Ireland, and other documents

produced related to network planning, investor relations for purposes of

depositions and future briefing; and

i. As a member of the Plaintiffs’ Executive Committee, regularly participating in

case management and strategy discussions.






work assigned by Co-Lead Counsel, and was performed by professional staff at my law firm for

the benefit of the class during the aforementioned time period.


included in Exhibit A are the usual and customary hourly rates charged by Lieff Cabraser. Any

hourly rates for attorneys and professional staff that are higher than the Court approved rates



8. Lieff Cabraser has expended a total of $13,684.97 in unreimbursed costs and


June 18, 2018, as set forth in Exhibit B attached hereto. All of these expenses incurred by Lieff


1663693.3

Cabraser in connection with this litigation were reasonably necessary in the prosecution of this

case and are reflected on the books and records of my firm. Any expenses that are higher than

the Court approved rates have been reduced to comply with the Court’s orders (ECF Nos. 81 and

84).

9. Lieff Cabraser also contributed to the litigation fund. My firm is not seeking





knowledge.


foregoing is true and correct. Executed on November 9, 2018 at San Francisco, California.

/s/ Eric B. Fastiff ERIC B. FASTIFF



1

EXHIBIT A

LIEFF CABRASER HEIMANN & BERNSTEIN, LLP




Hours

Rate Total Lodestar

Eric Fastiff (2016) P 22.10 $ 750.00 $ 16,575.00 Eric Fastiff (2017) P 39.90 $ 775.00 $ 30,922.50 Eric Fastiff (2018) P 36.00 $ 800.00 $ 28,800.00 Lin Chan (2016) P 7.20 $ 515.00 $ 3,708.00 Lin Chan (2017) P 153.30 $ 540.00 $ 82,782.00 Lin Chan (2018) P 117.60 $ 565.00 $ 66,444.00 Brendan Glackin (2016) P 0.90 $ 700.00 $ 630.00 Dean Harvey (2016) P 0.80 $ 540.00 $ 432.00 David Rudolph (2017) P 210.20 $ 625.00 $ 131,375.00 David Rudolph (2018) P 114.50 $ 650.00 $ 74,425.00 Yaman Salahi (2016) A 48.10 $ 395.00 $ 18,999.50 Yaman Salahi (2017) A 63.00 $ 435.00 $ 27,405.00 Laura Heiman (2017) A 27.10 $ 455.00 $ 12,330.50 John Spragens (2017) A 10.50 $ 435.00 $ 4,567.50 Mike Sheen (2018) A 152.70 $ 460.00 $ 70,242.00 Karen Jones (2017) SA 196.80 $ 415.00 $ 81,672.00 Karen Jones (2018) SA 225.50 $ 415.00 $ 93,582.50 Victoria Chinn (2017) CR 1302.50 $ 250.00 $ 325,625.00 Victoria Chinn (2018) CR 955.00 $ 250.00 $ 238,750.00 Sarah Chen (2017) LC 9.70 $ 395.00 $ 3,831.50 Jennifer Rudnick (2016) PA 1.00 $ 345.00 $ 345.00 Brian Troxel (2016) PA 0.50 $ 345.00 $ 172.50 Brian Troxel (2017) PA 1.70 $ 360.00 $ 612.00 Brian Troxel (2018) PA 4.10 $ 375.00 $ 1,537.50 Rami Bata (2017) PA 8.30 $ 340.00 $ 2,822.00 Rami Bata (2018) PA 9.00 $ 355.00 $ 3,195.00 Nikki Belushko Barrows (2017) PA 0.50 $ 360.00 $ 180.00 Renee Mukherji (2017) PA 1.00 $ 375.00 $ 375.00 Rebecca Taylor (2018) PA 9.00 $ 355.00 $ 3,195.00

Grand Total: 3,728.50 $ 1,325,533.00




EXHIBIT B

LIEFF CABRASER HEIMANN & BERNSTEIN, LLP

Expenses Incurred



Court Costs / Court Filing Fees $ Experts / Consultants $ Federal Express / UPS / Other Messenger Services $ Postage / U.S. Mail $ Service of Process $ Hearing Transcripts $ Investigation $ Lexis / Westlaw / PACER $ 486.96 Other Expenses Approved By Co-Leads $ Photocopies – In House $ 8,518.20 Photocopies – Outside $ Telephone / Facsimile $ Travel – Transportation $ 2,107.67 Travel – Meals $ 215.64 Travel – Hotels $ 676.60

TOTAL: $ 13,684.97


EXHIBIT 8


1


DECLARATION OF JEFFREY S. ABRAHAM IN SUPPORT OF CLASS COUNSEL’S APPLICATION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES

SUBMITTED ON BEHALF OF ABRAHAM, FRUCHTER & TWERSKY, LLP

I, Jeffrey S. Abraham, declare and state as follows:

1. I am a partner in Abraham, Fruchter & Twersky, LLP. During the pendency of

this litigation, my firm has acted as one of the counsel for plaintiffs. I make this declaration

based on my personal knowledge and if called as a witness, I could and would competently

testify to the matters stated herein.








4. Abraham, Fruchter & Twersky, LLP has prosecuted this litigation solely on a

contingent-fee basis and has been at risk that it would not receive any compensation for




2

prosecuting claims against the defendants. While Abraham, Fruchter & Twersky, LLP devoted

its time and resources to this matter, it has foregone other legal work for which it would have

been compensated.

5. During this litigation, Abraham, Fruchter & Twersky, LLP has been involved in

the following activities on behalf of the class at the request and under the direction of Co-Lead

Counsel: legal research, reviewing and analyzing documents produced by defendants and

analyzing the availability of testimonial privileges asserted by defendants.



spent by my firm during this period was 697.10, with a corresponding historical lodestar of

$ 225,360.00. This summary was prepared from contemporaneous, daily time records regularly





included in Exhibit A are the usual and customary hourly rates charged by Abraham, Fruchter &

Twersky, LLP. Any hourly rates for attorneys and professional staff that are higher than the

Court approved rates have been reduced to comply with the Court’s orders (ECF Nos. 81 and 84)

and additional instructions provided by Interim Co-Lead Counsel.

8. Abraham, Fruchter & Twersky, LLP contributed to the litigation fund but is not

seeking reimbursement of these expenses through this declaration, as Co-Lead Counsel have

informed us that they are separately seeking reimbursement of expenses paid out of the litigation

fund.


3



knowledge.



/s/ Jeffrey S. Abraham JEFFREY S. ABRAHAM



1

EXHIBIT A

ABRAHAM, FRUCHTER & TWERSKY, LLP.




Hours

Rate Total Lodestar

Jeffrey S. Abraham P 10.90 $800.00 $ 8,720.00 Cassandra Porsch OC 53.90 $500.00 $ 26,950.00 Ashley Dubin A 360.70 $300.00 $ 108,210.00 Furine Blaise A 271.60 $300.00 $ 81,480.00

Grand Total: 697.10 $ 225,360.00



EXHIBIT 9


1


DECLARATION OF JENNIE LEE ANDERSON IN SUPPORT OF CLASS COUNSEL’S APPLICATION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES

SUBMITTED ON BEHALF OF ANDRUS ANDERSON LLP

I, Jennie Lee Anderson, declare and state as follows:

1. I am a Partner of Andrus Anderson LLP. During the pendency of this litigation,

my firm has acted as class counsel to plaintiffs. I make this declaration based on my personal

knowledge and if called as a witness, I could and would competently testify to the matters stated

herein.








4. Andrus Anderson LLP has prosecuted this litigation solely on a contingent-fee

basis, and has been at risk that it would not receive any compensation for prosecuting claims




2

against the defendants. While Andrus Anderson LLP devoted its time and resources to this


5. During the course of this litigation, Andrus Anderson LLP has been involved in


Counsel: drafted a document coding manual, created document review protocols, managed large

teams of document reviewer, trained large volume of document reviewers and monitored their

progress and provided ongoing training, conducted quality control of the review process,

participated in tier-one and tier-two document review, conducted high-level review of seed

documents, prepared and tested search terms, reviewed and analyzed evidence, helped prepare

for evidentiary proffer, created and maintained extensive case of characters and conducted

research regarding the same, conferred with co-lead counsel and executive committee members

regarding case strategy and case management.



spent by my firm during this period of time was 1,758 hours, with a corresponding historical

lodestar of $548,551.50. This summary was prepared from contemporaneous, daily time records





included in Exhibit A are the usual and customary hourly rates charged by Andrus Anderson

LLP. Any hourly rates for attorneys and professional staff that are higher than the Court

approved rates have been reduced to comply with the Court’s orders (ECF Nos. 81 and 84) and


3

additional instructions provided by Interim Co-Lead Counsel.

8. Andrus Anderson LLP has expended a total of $263.76 in unreimbursed costs

and expenses in connection with the prosecution of this litigation from February 5, 2016 through


Andrus Anderson LLP in connection with this litigation were reasonably necessary in the

prosecution of this case and are reflected on the books and records of my firm. Any expenses that

are higher than the Court approved rates have been reduced to comply with the Court’s orders

(ECF Nos. 81 and 84).

9. Andrus Anderson LLP also contributed to the litigation fund. My firm is not

seeking reimbursement of these expenses through this declaration, as Co-Lead Counsel are

separately seeking reimbursement of expenses paid out of the litigation fund.



knowledge.


foregoing is true and correct. Executed on November 9, 2018 at San Francisco, CA.

/s/ Jennie Lee Anderson Jennie Lee Anderson



1

EXHIBIT A

ANDRUS ANDERSON LLP




Hours

Rate Total Lodestar

Jennie Lee Anderson P 171.1 $750.00 $128,325.00 Jennie Lee Anderson P 23.9 $725.00 $17,327.50 Jennie Lee Anderson P 0.2 $700.00 $140.00 Leland Belew A 20.0 $425.00 $8,500.00 Leland Belew A 23.1 $390.00 $9,124.50 Paul Laprairie A 45.3 $365.00 $16,534.50 Jackson Zhou CR 548.4 $250.00 $137,100.00 Will Harris CR 926.0 $250.00 $231,500.00

Grand Total: 1,758.00 $548,551.50




EXHIBIT B

ANDRUS ANDERSON LLP

Expenses Incurred



Court Costs / Court Filing Fees $ Experts / Consultants $ Federal Express / UPS / Other Messenger Services $ Postage / U.S. Mail $3.81 Service of Process $ Hearing Transcripts $ Investigation $ Lexis / Westlaw / PACER $56.70 Other Expenses Approved By Co-Leads $203.25 Photocopies – In House $ Photocopies – Outside $ Telephone / Facsimile $ Travel – Transportation $ Travel – Meals $ Travel – Hotels $

TOTAL: $263.76


EXHIBIT 10


1


DECLARATION OF ARCHIE I. GRUBB, II, IN SUPPORT OF CLASS COUNSEL’S APPLICATION FOR ATTORNEYS’ FEES AND REIMBURSEMENT

OF EXPENSES SUBMITTED ON BEHALF OF BEASLEY, ALLEN, CROW, METHVIN, PORTIS & MILES, P.C.

I, Archie I. Grubb, II, declare and state as follows:

1. I am a Principal of BEASLEY, ALLEN, CROW, METHVIN, PORTIS & MILES,

P.C. During the pendency of this litigation, my firm has acted as class counsel to plaintiffs. I

make this declaration based on my personal knowledge and if called as a witness, I could and

would competently testify to the matters stated herein.


attorneys’ fees and reimbursement of expenses reasonably incurred in connection with the services

rendered in this litigation on behalf of the class.





4. BEASLEY, ALLEN, CROW, METHVIN, PORTIS & MILES, P.C. has

prosecuted this litigation solely on a contingent-fee basis and has been at risk that it would not




2

receive any compensation for prosecuting claims against the defendants. While BEASLEY,

ALLEN, CROW, METHVIN, PORTIS & MILES, P.C. devoted its time and resources to this


5. During the course of this litigation, BEASLEY, ALLEN, CROW, METHVIN,

PORTIS & MILES, P.C. has been involved in the following activities on behalf of the class at the

request and under the direction of Co-Lead Counsel: detailed review and coding of voluminous

documents produced by defendants in response to the plaintiffs’ discovery requests.



spent by my firm during this period of time was 938.60 Hours, with a corresponding historical



work assigned by Co-Lead Counsel and was performed by professional staff at my law firm for


7. The hourly rates for the attorneys and professional support staff at my firm included

in Exhibit A are the usual and customary hourly rates charged by BEASLEY, ALLEN, CROW,

METHVIN, PORTIS & MILES, P.C. Any hourly rates for attorneys and professional staff that


(ECF Nos. 81 and 84) and additional instructions provided by Interim Co-Lead Counsel.

8. BEASLEY, ALLEN, CROW, METHVIN, PORTIS & MILES, P.C. has expended

a total of $4,550.20 in unreimbursed costs and expenses in connection with the prosecution of this

litigation from February 5, 2016 through June 18, 2018, as set forth in Exhibit B attached hereto.

All of these expenses incurred by BEASLEY, ALLEN, CROW, METHVIN, PORTIS & MILES,


3

P.C. in connection with this litigation were reasonably necessary in the prosecution of this case

and are reflected on the books and records of my firm. Any expenses that are higher than the Court


9. BEASLEY, ALLEN, CROW, METHVIN, PORTIS & MILES, P.C. also

contributed to the litigation fund. My firm is not seeking reimbursement of these expenses through

this declaration, as Co-Lead Counsel are separately seeking reimbursement of expenses paid out

of the litigation fund.



knowledge.


foregoing is true and correct. Executed on November 13, 2018 at Montgomery, AL.

/s/ Archie I. Grubb, II ARCHIE I. GRUBB, II



1

EXHIBIT A

BEASLEY, ALLEN, CROW, METHVIN, PORTIS & MILES, P.C.




Hours

Rate Total Lodestar

Archie Grubb P 5.9 $600.00 $3,540.00 Lydia Zapata CA 930.50 $250.00 $232,625.00 Whitney Gagnon PA 2.2 $165.00 $363.00 Grand Total: 938.60 $236,528.00




EXHIBIT B

BEHALF OF BEASLEY, ALLEN, CROW, METHVIN, PORTIS & MILES, P.C.

Expenses Incurred February 5, 2016 through June 18, 2018


Court Costs / Court Filing Fees $400.00 Experts / Consultants $0.00 Federal Express / UPS / Other Messenger Services $31.26 Postage / U.S. Mail $47.34 Service of Process $0.00 Hearing Transcripts $0.00 Investigation $0.00 Lexis / Westlaw / PACER $234.20 Other Expenses Approved By Co-Leads $0.00 Photocopies – In House $234.20 Photocopies – Outside $0.00 Telephone / Facsimile $4.93 Travel – Transportation $1,408.79 Travel – Meals $146.67 Travel – Hotels $2,226.20

TOTAL: $4,550.20


EXHIBIT 11


1


DECLARATION OF LESLEY E. WEAVER IN SUPPORT OF CLASS COUNSEL’S APPLICATION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES

SUBMITTED ON BEHALF OF BLEICHMAR FONTI & AULD LLP

I, Lesley E. Weaver, declare and state as follows:

1. I am a Partner of Bleichmar Fonti & Auld LLP. During the pendency of this











4. Bleichmar Fonti & Auld LLP has prosecuted this litigation solely on a contingent-

fee basis, and has been at risk that it would not receive any compensation for prosecuting claims




2

against the defendants. While Bleichmar Fonti & Auld LLP devoted its time and resources to this


5. During the course of this litigation, Bleichmar Fonti & Auld LLP played a leading

role in discovery and analysis of evidence particularly focusing on third party discovery and the

development of evidence relating to the theory that anti-competitive information was being

passed through third party conduits. BFA was involved in the following activities on behalf of

the class at the request and under the direction of Co-Lead Counsel: assisting co-lead counsel

with strategy of overall case using knowledge of third party discovery; preparing for potential

motions to compel third party productions; assisting co-lead counsel with drafting discovery to

Defendants; identifying potential third party deponents; preparing for third party depositions and

assisting with depositions of defendants; research and identification of third parties likely in

possession of relevant documents; research and drafting of third party subpoenas; meeting and

conferring with third parties to obtain document productions in response to subpoenas;

coordinating review of phone records produced by Defendants and third party service providers;

reviewing Defendants Delta’s and United’s privilege logs to identify challenges; assisting with

receipt and processing of third party productions; first-level review of documents produced by

Defendants and third parties; second-level review of documents produced by Defendants and

third parties; and quality control (QC) review of first-level review of documents produced by

Defendants and third parties.




of $1,991,527. This summary was prepared from contemporaneous, daily time records regularly


3


assigned by Co-Lead Counsel, and was performed by professional staff at my law firm for the



included in Exhibit A are the usual and customary hourly rates charged by Bleichmar Fonti &

Auld LLP. Any hourly rates for attorneys and professional staff that are higher than the Court



8. Bleichmar Fonti & Auld LLP has expended a total of $8,695.62 in unreimbursed

costs and expenses in connection with the prosecution of this litigation from February 5, 2016

through June 18, 2018, as set forth in Exhibit B attached hereto. All of these expenses incurred

by Bleichmar Fonti & Auld LLP in connection with this litigation were reasonably necessary in

the prosecution of this case and are reflected on the books and records of my firm. Any expenses

that are higher than the Court approved rates have been reduced to comply with the Court’s

orders (ECF Nos. 81 and 84).

9. Bleichmar Fonti & Auld LLP also contributed to the litigation fund. My firm is

not seeking reimbursement of these expenses through this declaration, as Co-Lead Counsel are




knowledge.


foregoing is true and correct. Executed on November 9, 2018 at Oakland, California.


4

/s/ Lesley E. Weaver Lesley E. Weaver



1

EXHIBIT A

Bleichmar Fonti & Auld LLP




Hours

Rate Total Lodestar

Aldridge, Emily A 646.7 $500 $323,350 Cibulka, Britt A 981.7 $470 $461,399 Daniels, Mashariki DR 552.1 $250 $138,025 Desai, Mili A 119.6 $500 $59,800 English, Robyn A 1.0 $500 $500 Geraci, William A 2.5 $485 $1,213 Green, William A 0.9 $360 $324 Green, William A 14.5 $470 $6,815 Hensley, Kelsey PA 6.2 $290 $1,798 Lindley, Robert A 1,086.3 $300 $325,890 McMenomy, Jenny A 24.9 $390 $9,711 Meeks, Wilson P 15.5 $740 $11,470 Moody, Janelle A 415.0 $300 $124,500 Samra, Joshua A 604.9 $300 $181,470 Simnowitz, Sara OC 237.8 $640 $152,192 Sullivan, Kasey A 49.3 $300 $14,790 Weaver, Lesley P 201.1 $800 $160,880 Weiler, Matthew A 34.8 $500 $17,400

Grand Total: 4994.8 $1,991,527




EXHIBIT B

Bleichmar Fonti & Auld LLP

Expenses Incurred1



Court Costs / Court Filing Fees $ Experts / Consultants $ Federal Express / UPS / Other Messenger Services $629.69 Postage / U.S. Mail $ Service of Process $6,546.95 Hearing Transcripts $ Investigation $ Lexis / Westlaw / PACER $271.21 Other Expenses Approved By Co-Leads $ Photocopies – In House $ Photocopies – Outside $1,074.87 Telephone / Facsimile $33.34 Travel – Transportation $ Travel – Meals $139.56 Travel – Hotels $

TOTAL: $8,695.62


EXHIBIT 12


1


DECLARATION OF WHITNEY STREET IN SUPPORT OF CLASS COUNSEL’S APPLICATION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES

SUBMITTED ON BEHALF OF BLOCK & LEVITON LLP

I, Whitney Street, declare and state as follows:

1. I am a Partner of Block & Leviton LLP. During the pendency of this litigation,



herein.








4. Block & Leviton LLP has prosecuted this litigation solely on a contingent-fee





2

against the defendants. While Block & Leviton LLP devoted its time and resources to this


5. During the course of this litigation, Block & Leviton LLP has been involved in


Counsel: maintained regular communication with its client and named plaintiff in this action, the

Boston Amateur Basketball Club (“BABC”); collected, reviewed, and produced BABC’s

documents; worked with Co-Lead Counsel on discovery issues; reviewed and prepared responses

to written discovery requests; and, engaged in document review and coding with respect to

defendants’ document productions.



spent by my firm during this period of time was 2185.20 hours, with a corresponding historical






included in Exhibit A are the usual and customary hourly rates charged by Block & Leviton




8. Block & Leviton LLP has expended a total of $755.61 in unreimbursed costs and



3

June 18, 2018, as set forth in Exhibit B attached hereto. All of these expenses incurred by Block

& Leviton LLP in connection with this litigation were reasonably necessary in the prosecution of



81 and 84).

9. Block & Leviton LLP also contributed to the litigation fund. My firm is not





knowledge.


foregoing is true and correct. Executed on November 9, 2018 at Oakland, CA.

Whitney Street



1

EXHIBIT A

Block & Leviton LLP




Hours

Rate Total Lodestar

Lesley Weaver P 12.8 $725 $9,280.00 Whitney Street P 7.90 $675 $5,332.50 Whitney Street P 21.0 $715 $15,015.00 Whitney Street P 2.70 $750 $2,025.00 Whitney Street DR 12.60 $300 $3,780.00 Erica Langsen A 5.50 $450 $2,475.00 Erica Langsen A 1.7 $500 $850.00 Matt Smith A 20.10 $500 $10,050.00 Matt Smith DR 21.50 $300 $6,450.00 Stephen Teti A 93.6 $500 $46,800.00 Jeff Gray DR 203.40 $300 $61,020.00 Sue Fort DR 1,754.50 $300 $526,350.00 Julie Ledwig PA 15.9 $225 $3,577.50 Brooke Jordy PA 10.8 $225 $2,430.00 Brooke Jordy PA 1.2 $235 $282.00 $ $ $ $ $ $ $ $ $ $ $ $

Grand Total: 2185.20 $695,717.00




EXHIBIT B

Block & Leviton LLP

Expenses Incurred



Court Costs / Court Filing Fees $0.00 Experts / Consultants $0.00 Federal Express / UPS / Other Messenger Services $67.80 Postage / U.S. Mail $29.21 Service of Process $0.00 Hearing Transcripts $0.00 Investigation $0.00 Lexis / Westlaw / PACER $34.70 Other Expenses Approved By Co-Leads $0.00 Photocopies – In House $611.40 Photocopies – Outside $0.00 Telephone / Facsimile $12.50 Travel – Transportation $0.00 Travel – Meals $0.00 Travel – Hotels $0.00

TOTAL: $755.61


EXHIBIT 13


1


DECLARATION OF MANFRED P. MUECKE IN SUPPORT OF CLASS COUNSEL’S APPLICATION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES

SUBMITTED ON BEHALF OF BONNETT FAIRBOURN FRIEDMAN & BALINT, P.C.

I, Manfred P. Muecke, declare and state as follows:

1. I am a shareholder of Bonnett Fairbourn Friedman & Balint, P.C. (“BFFB”).

During the pendency of this litigation, my firm has acted as class counsel to plaintiffs. I make

this declaration based on my personal knowledge and if called as a witness, I could and would









4. BFFB has prosecuted this litigation solely on a contingent-fee basis, and has been

at risk that it would not receive any compensation for prosecuting claims against the defendants.




2

While BFFB devoted its time and resources to this matter, it has foregone other legal work for

which it would have been compensated.

5. During the course of this litigation, BFFB has been involved in the following

activities on behalf of the class at the request and under the direction of Co-Lead Counsel:

participating in the review, evaluation and subjective coding of documents produced by various

defendants and third parties, engaging in privilege log review and analysis and the related legal

research and drafting of portions of motion to compel and reply regarding privilege log

sufficiency, and a nominal amount of time completing the class representative questionnaire

proffered by Co-Lead Counsel.




of $435,957.50. This summary was prepared from contemporaneous, daily time records





included in Exhibit A are the usual and customary hourly rates charged by BFFB. Any hourly




8. BFFB has expended a total of $244.57 in unreimbursed costs and expenses in

connection with the prosecution of this litigation from February 5, 2016 through June 18, 2018,


3

as set forth in Exhibit B attached hereto. All of these expenses incurred by BFFB in connection

with this litigation were reasonably necessary in the prosecution of this case and are reflected on

the books and records of my firm. Any expenses that are higher than the Court approved rates

have been reduced to comply with the Court’s orders (ECF Nos. 81 and 84).

9. BFFB also contributed to the litigation fund. My firm is not seeking





knowledge.


foregoing is true and correct. Executed on November 9, 2018 at San Diego, California.

s/Manfred P. Muecke Manfred P. Muecke



EXHIBIT A

Bonnett, Fairbourn, Friedman & Balint, P.C.



Timekeeper Professional Status1 Hours Rate Total Lodestar

Manfred P. Muecke P 105.5 $425.00 $44,837.50 Manfred P. Muecke P 725.0 $300.00 $217,500.00 Eric D. Zard A 2.9 $350.00 $1,015.00 Daniel R. Leathers A 115.3 $350.00 $40,355.00 Daniel R. Leathers A 29.5 $300.00 $8,850.00 Amy L. Owen CR 339.6 $250.00 $84,900.00 Kate M. Iwanami CR 154.0 $250.00 $38,500.00

Grand Total: 1,471.8 $435,957.50




EXHIBIT B

Bonnett, Fairbourn, Friedman & Balint, P.C.

Expenses Incurred



Court Costs / Court Filing Fees Experts / Consultants Federal Express / UPS / Other Messenger Services Postage / U.S. Mail Service of Process Hearing Transcripts Investigation Lexis / Westlaw / PACER $244.57 Other Expenses Approved By Co-Leads Photocopies – In House Photocopies – Outside Telephone / Facsimile Travel – Transportation Travel – Meals Travel – Hotels

TOTAL: $244.57


EXHIBIT 14


1


DECLARATION OF RICHARD B. BRUALDI IN SUPPORT OF CLASS COUNSEL’S APPLICATION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES

SUBMITTED ON BEHALF OF THE BRUALDI LAW FIRM, P.C.

I, Richard B. Brualdi, declare and state as follows:

1. I am the Managing Partner of The Brualdi Law Firm, P.C. (the “BLF”). During

the pendency of this litigation, my firm has acted as class counsel to plaintiffs. I make this










4. The BLF has prosecuted this litigation solely on a contingent-fee basis, and has





2

defendants. While the BLF devoted its time and resources to this matter, it has foregone other


5. During the course of this litigation, the BLF has been involved in the following


reviewing and coding clients’ documents for discovery production; working on responses to

discovery requests; and reviewing and coding documents produced by Defendants.




of $719,640. This summary was prepared from contemporaneous, daily time records regularly





included in Exhibit A are the usual and customary hourly rates charged by the BLF. Any hourly




8. The BLF has expended a total of $36.76 in unreimbursed costs and expenses in

connection with the prosecution of this litigation from February 5, 2016 through June 18, 2018, as

set forth in Exhibit B attached hereto. All of these expenses incurred by the BLF in connection




3


9. The BLF also contributed to the litigation fund. My firm is not seeking





knowledge.



/s/Richard B. Brualdi RICHARD B. BRUALDI



1

EXHIBIT A

The Brualdi Law Firm, P.C.




Hours

Rate Total Lodestar

Richard B. Brualdi P .5 $800 $400 Gaitri Boodhoo A 53 $500 $26,500 Lauren Watson A 4.3 $400 $1,720 Sophia Ray A 2056.4 $300 616,920 Julia Kim A 247 $300 $74,100

Grand Total: 2,361.2 $719,640




EXHIBIT B

The Brualdi Law Firm, P.C.

Expenses Incurred



Court Costs / Court Filing Fees $ Experts / Consultants $ Federal Express / UPS / Other Messenger Services $ 36.76 Postage / U.S. Mail $ Service of Process $ Hearing Transcripts $ Investigation $ Lexis / Westlaw / PACER $ Other Expenses Approved By Co-Leads $ Photocopies – In House $ Photocopies – Outside $ Telephone / Facsimile $ Travel – Transportation $ Travel – Meals $ Travel – Hotels $

TOTAL: $ 36.76


EXHIBIT 15


H0081571. 1


DECLARATION OF BENJAMIN F. JOHNS IN SUPPORT OF CLASS COUNSEL’S APPLICATION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF

EXPENSES SUBMITTED ON BEHALF OF CHIMICLES & TIKELLIS LLP

I, Benjamin F. Johns, declare and state as follows:

1. I am a Partner at the law firm of Chimicles & Tikellis LLP (“C&T”). During the











4. C&T has prosecuted this litigation solely on a contingent-fee basis, and has been





H0081571. 2

While C&T devoted its time and resources to this matter, it has foregone other legal work for


5. During the course of this litigation, C&T has been involved in the following


extensive document review and document coding, internal communications and

communications with lead counsel regarding document review assignments, analysis of privilege

logs from defendant(s), conduct research for motions to compel with respect to privilege logs

and privilege documents, draft and revise briefing relating to compelling production of

privileged documents, and communicate with lead counsel regarding the litigation, among other

things.



spent by my firm during this period of time was 2,717.70, with a corresponding historical






included in Exhibit A are the usual and customary hourly rates charged by C&T. Any hourly




8. C&T has expended a total of $60.78 in unreimbursed costs and expenses in


H0081571. 3


as set forth in Exhibit B attached hereto. All of these expenses incurred by C&T in connection




9. C&T also contributed to the litigation fund1. My firm is not seeking





knowledge.


foregoing is true and correct. Executed on November 9, 2018 at Haverford, Pennsylvania.

/s/ Benjamin F. Johns BENJAMIN F. JOHNS



1

EXHIBIT A

Chimicles & Tikellis LLP




Hours

Rate Total Lodestar

Johns, Benjamin F P 6.80 $300.00 $ 2,040.00 Johns, Benjamin F P .20 $550.00 $ 110.00 Johns, Benjamin F P 9.20 $625.00 $ 5,750.00 Ferich, Andrew W A 1.40 $375.00 $ 525.00 DeSanto, Mark B A 33.60 $300.00 $ 10,080.00 DeSanto, Mark B A 32.50 $450.00 $ 14,625.00 Mastraghin, Corneliu P PA 1.00 $250.00 $ 250.00 Boyer. Justin P PA 3.90 $175.00 $ 682.50 Forrester, Melody CR 1,407.00 $250.00 $ 351,750.00 Jauregui, Tannia A CR 1,222.10 $250.00 $ 305,525.00 $ $ $ $ $ $ $ $ $ $

Grand Total: 2,717.70 $ 691,337.50




EXHIBIT B

Chimicles & Tikellis LLP

Expenses Incurred



Court Costs / Court Filing Fees $ Experts / Consultants $ Federal Express / UPS / Other Messenger Services $ Postage / U.S. Mail $ Service of Process $ Hearing Transcripts $ Investigation $ Lexis / Westlaw / PACER $58.08 Other Expenses Approved By Co-Leads $ Photocopies – In House $ Photocopies – Outside $ Telephone / Facsimile $2.70 Travel – Transportation $ Travel – Meals $ Travel – Hotels $

TOTAL: $60.78


EXHIBIT 16


1


DECLARATION OF SCOTT D. GILCHRIST IN SUPPORT OF CLASS COUNSEL’S APPLICATION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES

SUBMITTED ON BEHALF OF COHEN & MALAD, LLP

I, Scott D. Gilchrist, declare and state as follows:

1. I am a Partner with Cohen & Malad, LLP. During the pendency of this litigation,



herein.








4. Cohen & Malad, LLP has prosecuted this litigation solely on a contingent-fee





2

against the defendants. While Cohen & Malad, LLP devoted its time and resources to this matter,

it has foregone other legal work for which it would have been compensated.

5. During the course of this litigation, Cohen & Malad, LLP has been involved in the


Counsel: Review and analysis of documents produced by defendants, including related litigation

support, such as document coding, chronology preparation and witness identification; review and

analysis of defendants’ privilege logs.









included in Exhibit A are the usual and customary hourly rates charged by Cohen & Malad, LLP.




8. Cohen & Malad, LLP has expended $0.00 in unreimbursed costs and expenses in


as set forth in Exhibit B attached hereto.

9. Cohen & Malad, LLP also contributed to the litigation fund. My firm is not


3





knowledge.


foregoing is true and correct. Executed on November 9, 2018 in Indianapolis, Indiana.

/s/ Scott D. Gilchrist Scott D. Gilchrist



1

EXHIBIT A

COHEN & MALAD, LLP




Hours

Rate Total Lodestar

Jonathan A. Knoll P 9.9 $545 $5,395.50 Nicole M. Singley CR 1,105.40 $250 $276,350.00 Richard E. Shevitz P .6 $600 $360.00 Scott D. Gilchrist P 12.3 $575 $6,497.50

Grand Total: 1128.2 $288,603.00




EXHIBIT B

COHEN & MALAD, LLP

Expenses Incurred



Court Costs / Court Filing Fees $0.00 Experts / Consultants $0.00 Federal Express / UPS / Other Messenger Services $0.00 Postage / U.S. Mail $0.00 Service of Process $0.00 Hearing Transcripts $0.00 Investigation $0.00 Lexis / Westlaw / PACER $0.00 Other Expenses Approved By Co-Leads $0.00 Photocopies – In House $0.00 Photocopies – Outside $0.00 Telephone / Facsimile $0.00 Travel – Transportation $0.00 Travel – Meals $0.00 Travel – Hotels $0.00

TOTAL: $0.00


EXHIBIT 17


1


DECLARATION OF MICHAEL G. MCLELLAN IN SUPPORT OF CLASS COUNSEL’S APPLICATION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES

SUBMITTED ON BEHALF OF FINKELSTEIN THOMPSON LLP

I, Michael G. McLellan, declare and state as follows:

1. I am a Partner of Finkelstein Thompson LLP. During the pendency of this











4. Finkelstein Thompson LLP has prosecuted this litigation solely on a contingent-


IN RE DOMESTIC AIRLINE TRAVEL ANTITRUST LITIGATION

_______________________________________

This Document Relates To:

ALL CASES



2

against the defendants. While Finkelstein Thompson LLP devoted its time and resources to this


5. During the course of this litigation, Finkelstein Thompson LLP has been involved

in the following activities on behalf of the class at the request and under the direction of Co-Lead

Counsel: Managing all aspects of discovery of defendant Delta, including meeting and

conferring on discovery and data requests, negotiating custodians and search protocols for

electronic discovery, drafting motions to compel and related materials, analyzing privilege logs

and meeting and conferring concerning same, participating in proceedings before Judge Levy,

and evaluating evidence.



spent by my firm during this period of time was 756.60 with a corresponding historical lodestar






included in Exhibit A are the usual and customary hourly rates charged by Finkelstein Thompson




8. Finkelstein Thompson LLP has expended a total of $1,198.65 in unreimbursed

costs and expenses in connection with the prosecution of this litigation from February 5, 2016


3

through June 18, 2018, as set forth in Exhibit B attached hereto. All of these expenses incurred

by Finkelstein Thompson LLP in connection with this litigation were reasonably necessary in the




9. Finkelstein Thompson LLP also contributed to the litigation fund. My firm is not





knowledge.


foregoing is true and correct. Executed on November 9, 2018 at Washington DC.

/s/ Michael G. McLellan



1

EXHIBIT A

FINKELSTEIN THOMPSON LLP




Hours

Rate Total Lodestar

Douglas G. Thompson, Jr. P 86.40 $800 $69,120.00 Michael G. McLellan P 524.70 $625 $327,937.50 Ebonie I. Branch A 144.10 $425 $61,242.50 Henry H. Pines PL 1.40 $220 $308.00

Grand Total: 756.60 $458,608.00




EXHIBIT B

FINKELSTEIN THOMPSON LLP

Expenses Incurred



Court Costs / Court Filing Fees Experts / Consultants Federal Express / UPS / Other Messenger Services Postage / U.S. Mail Service of Process Hearing Transcripts Investigation Lexis / Westlaw / PACER $ 882.40 Other Expenses Approved By Co-Leads Photocopies – In House $ 233.40 Photocopies – Outside Telephone / Facsimile $ 7.30 Travel – Transportation $ 75.55 Travel – Meals Travel – Hotels

TOTAL: $ 1,198.65


EXHIBIT 18


1


DECLARATION OF Gregory Frank IN SUPPORT OF CLASS COUNSEL’S APPLICATION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES

SUBMITTED ON BEHALF OF Frank LLP

I, Gregory Frank, declare and state as follows:

1. I am a Partner of Frank LLP. During the pendency of this litigation, my firm has

acted as class counsel to plaintiffs. I make this declaration based on my personal knowledge and

if called as a witness, I could and would competently testify to the matters stated herein.








4. Frank LLP has prosecuted this litigation solely on a contingent-fee basis, and has


defendants. While Frank LLP devoted its time and resources to this matter, it has foregone other




2


5. During the course of this litigation, Frank LLP has been involved in the following


review and analysis of documents produced by Defendants and third parties.




lodestar of $ 940,490. This summary was prepared from contemporaneous, daily time records





included in Exhibit A are the usual and customary hourly rates charged by Frank LLP. Any




8. Frank LLP has expended a total of $ 1,020.57 in unreimbursed costs and


June 18, 2018, as set forth in Exhibit B attached hereto. All of these expenses incurred by Frank

LLP in connection with this litigation were reasonably necessary in the prosecution of this case

and are reflected on the books and records of my firm. Any expenses that are higher than the

Court approved rates have been reduced to comply with the Court’s orders (ECF Nos. 81 and

84).


3

9. Frank LLP also contributed to the litigation fund. My firm is not seeking





knowledge.



/s/ Gregory A. Frank Gregory A. Frank



1

EXHIBIT A

Frank LLP




Hours

Rate Total Lodestar

Marvin L. Frank P 1.6 $ 800 $ 1,280 Gregory A. Frank P 59.8 $ 750 $ 44,850 Stephen M. Smith CR 844.2 $ 250 $ 211,050 Vasilios Angelos SA 2277.7 $ 300 $ 683,310

Grand Total: 3,183.3 $ 940,490




EXHIBIT B

Frank LLP

Expenses Incurred



Court Costs / Court Filing Fees $ 400 Experts / Consultants $ Federal Express / UPS / Other Messenger Services $ Postage / U.S. Mail $ Service of Process $ Hearing Transcripts $ Investigation $ Lexis / Westlaw / PACER $ 57.40 Other Expenses Approved By Co-Leads $ Photocopies – In House $ Photocopies – Outside $ Telephone / Facsimile $ Travel – Transportation $ 563.17 Travel – Meals $ Travel – Hotels $

TOTAL: $ 1,020.57


EXHIBIT 19


1


DECLARATION OF LEE ALBERT IN SUPPORT OF CLASS COUNSEL’S APPLICATION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES

SUBMITTED ON BEHALF OF GLANCY PRONGAY & MURRAY LLP

I, Lee Albert, declare and state as follows:

1. I am a Partner of Glancy Prongay & Murray LLP. During the pendency of this











4. Glancy Prongay & Murray LLP has prosecuted this litigation solely on a

contingent-fee basis, and has been at risk that it would not receive any compensation for




2

prosecuting claims against the defendants. While Glancy Prongay & Murray LLP devoted its

time and resources to this matter, it has foregone other legal work for which it would have been

compensated.

5. During the course of this litigation, Glancy Prongay & Murray LLP has been

involved in the following activities on behalf of the class at the request and under the direction of

Co-Lead Counsel: assisted in extensive document review including attending multiple

conference calls regarding document review, review and analyzing DOJ produced documents,

review and analysis of Southwest Airlines, American Airlines, Delta Airlines, and Virgin

America documents, review of JP Morgan documents, and various custodial documents.









included in Exhibit A are the usual and customary hourly rates charged by Glancy Prongay &

Murray LLP. Any hourly rates for attorneys and professional staff that are higher than the Court



8. Glancy Prongay & Murray LLP has no expenses in connection with the

prosecution of this litigation from February 5, 2016 through June 18, 2018.


3

9. Glancy Prongay & Murray contributed to the litigation fund. My firm is not





knowledge.


foregoing is true and correct. Executed on November 9, 2018 at New York, NY.

/s/Lee Albert Lee Albert



1

EXHIBIT A

GLANCY PRONGAY & MURRAY LLP




Hours

Rate Total Lodestar

Brian P. Murray (2016) P .2 $745 $149.00 Brian P. Murray (2017, 2018)

P .3 $800 $240.00

Lee Albert (2016) P .9 $725 $652.50 Lee Albert (2017, 2018) P 1.3 $800 $1040.00 Jared Pitt A 1,797.40 $300 $539,220.00 Thomas Kennedy A 13.2 $500 $6,600.00

Grand Total: 1,813.3 $547,901.50



EXHIBIT 20


1


DECLARATION OF ADAM C. BELSKY IN SUPPORT OF CLASS COUNSEL’S APPLICATION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES

SUBMITTED ON BEHALF OF GROSS & BELSKY P.C.

I, Adam C. Belsky, declare and state as follows:

1. I am a Partner of Gross & Belsky P.C. During the pendency of this litigation, my

firm has acted as class counsel to plaintiffs. I make this declaration based on my personal


herein.








4. Gross & Belsky P.C. has prosecuted this litigation solely on a contingent-fee





2

against the defendants. While Gross & Belsky P.C. devoted its time and resources to this matter,


5. During the course of this litigation, Gross & Belsky P.C. has been involved in the


Counsel: conducted factual investigation, participated in document reviews, provided strategic

advice.



spent by my firm during this period of time was 1,810.9 hours with a corresponding historical






included in Exhibit A are the usual and customary hourly rates charged by Gross & Belsky P.C.




8. Gross & Belsky P.C. has expended a total of $ 31.30 in unreimbursed costs and


June 18, 2018, as set forth in Exhibit B attached hereto. All of these expenses incurred by Gross

& Belsky P.C. in connection with this litigation were reasonably necessary in the prosecution of



3


81 and 84).

9. Gross & Belsky P.C. also contributed to the litigation fund. My firm is not





knowledge.



/s/ Adam C. Belsky ADAM C. BELSKY



1

EXHIBIT A

GROSS & BELSKY P.C.




Hours

Rate Total Lodestar

Terry Gross P 0.5 $725 $ 362.50 Terry Gross P 8.1 $775 $ 6,277.50 Terry Gross P 2.4 $800 $ 1,920.00 Adam C. Belsky P 2.6 $650 $ 1,690.00 Adam C. Belsky P 23.4 $725 $ 16,965.00 Mary B. Parker DR 1,360.7 $300.00 $ 408,210.00 Joanne Kapsack DR 413.2 $300.00 $ 123,960.00 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $

Grand Total: 1810.9 $ 559,385.00




EXHIBIT B

GROSS & BELSKY P.C.

Expenses Incurred



Court Costs / Court Filing Fees $ Experts / Consultants $ Federal Express / UPS / Other Messenger Services $ Postage / U.S. Mail $ Service of Process $ Hearing Transcripts $ Investigation $ Lexis / Westlaw / PACER $ 31.30 Other Expenses Approved By Co-Leads $ Photocopies – In House $ Photocopies – Outside $ Telephone / Facsimile $ Travel – Transportation $ Travel – Meals $ Travel – Hotels $

TOTAL: $ 31.30


EXHIBIT 21


1


DECLARATION OF DANIEL C. HEDLUND IN SUPPORT OF CLASS COUNSEL’S APPLICATION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES

SUBMITTED ON BEHALF OF GUSTAFSON GLUEK PLLC

I, Daniel C. Hedlund, declare and state as follows:

1. I am a member of Gustafson Gluek PLLC. During the pendency of this litigation,



herein.








4. Gustafson Gluek PLLC has prosecuted this litigation solely on a contingent-fee





2

against the defendants. While Gustafson Gluek PLLC devoted its time and resources to this


5. From February 5, 2016 to June 18, 2018 in this litigation, Gustafson Gluek PLLC

has been involved in the following activities on behalf of the class at the request and under the

direction of Co-Lead Counsel: participated in discovery efforts by reviewing and analyzing

documents to help prepare for the prosecution of the action against defendants; and conferred

with clients regarding possible participation in the case as class representatives.









included in Exhibit A are the usual and customary hourly rates charged by Gustafson Gluek

PLLC. Any hourly rates for attorneys and professional staff that are higher than the Court



8. Gustafson Gluek PLLC has expended a total of $136.48 in unreimbursed costs



Gustafson Gluek PLLC in connection with this litigation were reasonably necessary in the


3




9. Gustafson Gluek PLLC also contributed to the litigation fund. My firm is not





knowledge.


foregoing is true and correct. Executed on November 7, 2018 at Minneapolis, Minnesota.

/s/ Daniel C. Hedlund Daniel C. Hedlund



1

EXHIBIT A

GUSTAFSON GLUEK PLLC




Hours

Rate Total Lodestar

Jason S. Kilene P 4.6 $800 $3,680.00 Daniel C. Hedlund P 4.4 $800 $3,520.00 Michelle J. Looby P 0.9 $500 $450.00 Michelle J. Looby P 0.7 $600 $420.00 Joshua J. Rissman A 10.6 $425 $4,505.00 Jeffrey Hunter CR 1,149.1 $250 $287,275.00 Shelly R. Tollerton CR 1,240.4 $250 $310,100.00 Jamie L. Holzer PA 0.9 $200 $180.00 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $

Grand Total: 2,411.6 $610,130.00




EXHIBIT B

GUSTAFSON GLUEK PLLC

Expenses Incurred



Court Costs / Court Filing Fees $ Experts / Consultants $ Federal Express / UPS / Other Messenger Services $ Postage / U.S. Mail $ Service of Process $ Hearing Transcripts $ Investigation $ Lexis / Westlaw / PACER $103.68 Other Expenses Approved By Co-Leads $ Photocopies – In House $32.80 Photocopies – Outside $ Telephone / Facsimile $ Travel – Transportation $ Travel – Meals $ Travel – Hotels $

TOTAL: $136.48


EXHIBIT 22


1


DECLARATION OF FRANK R. SCHIRRIPA IN SUPPORT OF CLASS COUNSEL’S APPLICATION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES

SUBMITTED ON BEHALF OF HACH ROSE SCHIRRIPA & CHEVERIE LLP

I, Frank R. Schirripa, declare and state as follows:

1. I am a Partner of Hach Rose Schirripa & Cheverie LLP. During the pendency of

this litigation, my firm has acted as class counsel to plaintiffs. I make this declaration based on

my personal knowledge and if called as a witness, I could and would competently testify to the









4. Hach Rose Schirripa & Cheverie has prosecuted this litigation solely on a





2

prosecuting claims against the defendants. While Hach Rose Schirripa & Cheverie devoted its


compensated.

5. During the course of this litigation, Hach Rose Schirripa & Cheverie has been


Co-Lead Counsel: Hach Rose Schirripa & Cheverie has participated in the prosecution of this

litigation on behalf of the End-Payor Class. The work performed by the firm at the direction of

Co-Lead Counsel included investigating and drafting initial complaints and the consolidated

amended complaint; extensive review and analysis of Defendants’ document productions,

privilege review, discreet high-level discovery projects; and drafting litigation memoranda to

update and apprise clients of case developments.









included in Exhibit A are the usual and customary hourly rates charged by Hach Rose Schirripa

& Cheverie. Any hourly rates for attorneys and professional staff that are higher than the Court




3

8. Hach Rose Schirripa & Cheverie has no unreimbursed costs or expenses in

connection with the prosecution of this litigation during the period of February 5, 2016 through

June 18, 2018.

9. Hach Rose Schirripa & Cheverie also contributed to the litigation fund. My firm

is not seeking reimbursement of these expenses through this declaration, as Co-Lead Counsel are




knowledge.



/s/ Frank R. Schirripa FRANK R. SCHIRRIPA



1

EXHIBIT A

HACH ROSE SCHIRRIPA & CHEVERIE, LLP




Hours

Rate Total Lodestar

Frank Schirripa P 1 $725 $725.00 Frank Schirripa P 3.5 $695 $2,432.50 Daniel Rehns P 35.7 $675 $24,097.50 Daniel Rehns P 23.6 $625 $14,750.00 Mike Rose P 0.8 $725 $580.00 Timothy Staines A 5.5 $625 $3,437.50 Denis Carey A 1102.1 $300 $330,630.00 Jay Satlzman OC 958 $300 $287,400.00

Grand Total: 2,130.2 $664,052.50



EXHIBIT 23


1


DECLARATION OF MARK A. GRIFFIN IN SUPPORT OF CLASS COUNSEL’S APPLICATION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES

I, Mark A. Griffin, declare and state as follows:

1. I am a Partner of Keller Rohrback L.L.P. During the pendency of this litigation,



herein.








4. Keller Rohrback L.L.P. has prosecuted this litigation solely on a contingent-fee

basis and has been at risk that it would not receive any compensation for prosecuting claims

against the defendants. While Keller Rohrback L.L.P. devoted its time and resources to this




2


5. During the course of this litigation, Keller Rohrback L.L.P. has been involved in


Counsel: (a) appointment to and work on a committee pursuing third-party discovery, including

selecting third parties for discovery, drafting subpoenas, engaging in meet and confers,

reviewing and analyzing documents produced through those third-party discovery efforts to

determine adequacy of productions and determine targets for further deposition subpoenas; and

preparing summaries for use with filings with special master on status of discovery; (b)

assignment to and work on creating a coding manual for use by document coders; (c) assignment

to any work on developing TAR review including developing seed set for TAR analysis; (d)

assignment to and work on specific document review projects to provide analysis of the

documents that were to be reviewed, including drafting memos for lead counsel on specific

issues identified by Co-Lead counsel.




of $293,683. This summary was prepared from contemporaneous, daily time records regularly





included in Exhibit A are the usual and customary hourly rates charged by Keller Rohrback

L.L.P. Any hourly rates for attorneys and professional staff that are higher than the Court


3



8. Keller Rohrback L.L.P. has expended a total of $1,126.15 in unreimbursed costs


June 18, 2018, as set forth in Exhibit B attached hereto. All of these expenses incurred by Keller

Rohrback L.L.P. in connection with this litigation were reasonably necessary in the prosecution

of this case and are reflected on the books and records of my firm. Any expenses that are higher


81 and 84).

9. Keller Rohrback L.L.P. also contributed to the litigation fund. My firm is not





knowledge.


foregoing is true and correct. Executed on November 9, 2018 at Seattle, Washington.

/s/Mark A. Griffin Mark A. Griffin



1

EXHIBIT A

Keller Rohrback L.L.P.




Hours

Rate Total Lodestar

Amy Hanson A 134.5 $300.00 $ 40,350.00 Amy Hanson A 255.7 $500.00 $ 127,850.00 Darla Marshall PA 1.3 $225.00 $ 292.50 Jennifer Hill PA 2.0 $265.00 $ 530.00 Kris Bartlett PA .2 $225.00 $ 45.00 Lynn Sarko P 1.2 $800.00 $ 960.00 Mark Griffin P 22.7 $800.00 $ 18,160.00 Mary Montgomery PA 5.2 $290.00 $ 1,508.00 Mary Montgomery PA 5.8 $300.00 $ 1,740.00 Raymond Farrow P 1.6 $700.00 $ 1,120.00 Raymond Farrow P 130.6 $750.00 $ 97,950.00 Raymond Farrow P 4.1 $775.00 $ 3,177.50

Grand Total: 564.9 $ 293,683.00




EXHIBIT B

Keller Rohrback L.L.P.

Expenses Incurred



Court Costs / Court Filing Fees $ Experts / Consultants $ Federal Express / UPS / Other Messenger Services $ 78.86 Postage / U.S. Mail $ 3.43 Service of Process $ Hearing Transcripts $ Investigation $ Lexis / Westlaw / PACER $ 165.46 Other Expenses Approved By Co-Leads $ Photocopies – In House $ 662.40 Photocopies – Outside $ 216.00 Telephone / Facsimile $ Travel – Transportation $ Travel – Meals $ Travel – Hotels $

TOTAL: $ 1,126.15


EXHIBIT 24


1


DECLARATION OF KIMBERLY A. KRALOWEC IN SUPPORT OF CLASS COUNSEL’S APPLICATION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF

EXPENSES SUBMITTED ON BEHALF OF KRALOWEC LAW, P.C.

I, Kimberly A. Kralowec, declare and state as follows:

1. I am Principal of Kralowec Law, P.C. During the pendency of this litigation, my



herein.








4. Kralowec Law, P.C. has prosecuted this litigation solely on a contingent-fee





2

against the defendants. While Kralowec Law, P.C. devoted its time and resources to this matter,


5. During the course of this litigation, Kralowec Law, P.C. has been involved in the


Counsel:

a. Worked with lead counsel on managing review of defendants’ productions of

electronically stored information (“ESI”) beginning with assessment, selection and oversight of

the ESI vendor.

b. Worked with lead counsel to negotiate the ESI order with all defendants,

including participating in briefing and arguing issues for ESI Order before the Special Master.

c. Participated with lead counsel and defendant teams on meet and confer calls with

defendants to determine ESI systems and scope of production.

d. Worked with ESI vendor on protocol for loading productions to its platform.

e. Appointed by lead counsel to manage document review team. Drafted

comprehensive coding manual and worked with e-discovery vendor to design and set up coding

platform.

f. Managed launch of document review, including vetting all review team members,

instructing on coding protocol and case substance, and ongoing management.

g. Along with Andrea Wilson, monitored loading of defendants’ productions of

documents produced to DOJ. Review and assess scope of productions.

h. Along with Wilson, review DOJ Civil Investigative Demands to each defendant

and organize responses and resources for each defendant team on coding platform.

i. Work with Wilson to develop reports for each production identifying custodians


3

and descriptions of documents produced.

j. Researched for and drafted search strings based on review of defendant “hot”

documents produced to the Department of Justice to negotiate scope of each defendants’ ESI

productions beyond those produced to DOJ. Worked with Andrea Wilson to refine search

strings for American Airlines. Assign team of reviewers to further “mine” defendants’ DOJ

productions for search terms and refine and finalize search strings and recommendations to lead

counsel for each defendant.

k. Worked with lead counsel and participate in meet and confers with defendants to

negotiate search parameters, search strings and scope of production. Participated in hearing

before Special Master to resolve issues with American’s search and production.

l. Coordinated with third-party investor team to structure review to work with first-

level document review team to locate “hot” documents.

m. Negotiated with defendants regarding deficiencies in ESI productions.

n. Coordinated with defendant teams and instructed document review team to search

for and review documents in preparation for witness interviews.

o. Participate in calls with lead counsel to discuss case strategy and state of evidence

based on ESI review.

p. Continue to manage document review team, including instructing and monitoring

team members, updating coding manual, leading weekly conference calls with review team to

instruct on case development and answer questions, working with Andrea Wilson on protocol to

batch defendants’ ESI productions for first-level review, reviewing documents tagged by review

team and circulating to lead counsel and defendant and third-party teams, and circulating reports

highlighted best evidence.


4

q. Coordinated (and continue to coordinate) with attorneys and teams preparing to

take depositions, to search for relevant documents and address witness-specific issues and

evidence.

r. Participate in case strategy meetings with lead counsel and executive committee.

s. Work with lead counsel on briefing and resolution before the Special Master of

defendants’ responses to plaintiffs’ discovery requests.

t. Draft further interrogatories and document requests.

u. Research defendants’ ESI productions to identify custodians whose documents

each defendant should produce in discovery. Work with lead counsel to refine list of custodians

for each defendant. Respond to defendant teams’ further requests regarding recommended

custodians.

v. Review defendants’ ESI productions, including all metadata, for compliance with

ESI Order, including in identifying custodians.

w. Worked and continue to work with Wilson to develop reporting mechanisms for

defendants’ ESI productions and status of document review .

x. Organized creation and development and ongoing maintenance of case tools

including “cast of characters.”

y. Worked with Wilson and ESI vendor on protocol and document analysis for

predictive coding of defendants’ (particularly American Airlines’) ESI productions, to separate

non-responsive ESI from documents for review. Develop protocol for batching predictive

coding results to document review team.

z. Continue to coordinate with lead counsel on strategies to prioritize review of

defendants’ ESI productions.


5

aa. Continue to coordinate with lead counsel, executive committee and assigned

teams to identify best evidence and address case strategy, and participate in strategy meetings.

bb. Continue to manage, instruct and monitor document review team, and determine

strategies for searches to determine evidence for review.

cc. Continue to participate in deposition preparation for all witnesses.









included in Exhibit A are the usual and customary hourly rates charged by Kralowec Law, P.C.




8. Kralowec Law, P.C. has expended a total of $2,824.06 in unreimbursed costs and



Kralowec Law, P.C. in connection with this litigation were reasonably necessary in the




6


9. Kralowec Law, P.C. also contributed to the litigation fund. My firm is not





knowledge.



/s/ Kimberly A. Kralowec KIMBERLY A. KRALOWEC



1

EXHIBIT A

KRALOWEC LAW, P.C.




Hours

Rate Total Lodestar

Kimberly A. Kralowec P 1.0 $745 $745.00 Kimberly A. Kralowec P 5.3 $800 $4,240.00 Kathleen Styles Rogers OC 1.1 $725 $797.50 Kathleen Styles Rogers OC 1,689.3 $795 $1,342,993.50 Chad Saunders A 4.5 $475 $2,137.50 Gary M. Gray PA 0.6 $295 $177.00 Gary M. Gray PA 92.3 $305 $28,151.50

Grand Total: 1,794.1 $1,379,242.00




EXHIBIT B

KRALOWEC LAW, P.C.

Expenses Incurred



Court Costs / Court Filing Fees $ Experts / Consultants $ Federal Express / UPS / Other Messenger Services $ Postage / U.S. Mail $ Service of Process $ Hearing Transcripts $ Investigation $ Lexis / Westlaw / PACER $500.87 Other Expenses Approved By Co-Leads $ Photocopies – In House $120.75 Photocopies – Outside $ Telephone / Facsimile $ Travel – Transportation $1,610.42 Travel – Meals $67.03 Travel – Hotels $524.99

TOTAL: $2,824.06


EXHIBIT 25


1


DECLARATION OF LOUIS I. MUSSMAN IN SUPPORT OF CLASS COUNSEL’S APPLICATION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES

SUBMITTED ON BEHALF OF KU & MUSSMAN, P.A.

I, Louis I. Mussman, declare and state as follows:

1. I am a partner of Ku & Mussman, P.A. During the pendency of this litigation, my



herein.








4. Ku & Mussman, P.A. has prosecuted this litigation solely on a contingent-fee





2

against the defendants. While Ku & Mussman, P.A. devoted its time and resources to this matter,


5. During the course of this litigation, Ku & Mussman, P.A. has been involved in the


Counsel: Extensive document review, as more specifically described in Exhibit A.



spent by my firm during this period of time was 283, with a corresponding historical lodestar of

$93,286.00. This summary was prepared from contemporaneous, daily time records regularly





included in Exhibit A are the usual and customary hourly rates charged by Ku & Mussman, P.A.




8. Ku & Mussman, P.A. has expended a total of $134.57 in unreimbursed costs and


June 18, 2018, as set forth in Exhibit B attached hereto. All of these expenses incurred by Ku &

Mussman, P.A. in connection with this litigation were reasonably necessary in the prosecution of




3

81 and 84).

9. Ku & Mussman, P.A. also contributed to the litigation fund. My firm is not





knowledge.


foregoing is true and correct. Executed on November 9, 2018 at Pembroke Pines, Florida.

/s/Louis I. Mussman LOUIS I. MUSSMAN



1

EXHIBIT A

[Ku & Mussman, P.A.]




Hours

Rate Total Lodestar

Brian T. Ku P 4.5 $525.00 $ 2,362.50 M. Ryan Casey P 9.00 $500.00 $ 4,500.00 Louis Mussman P 28.40 $525.00 $ 14,910.00 Louis Mussman DR 236.80 $300.00 $ 71,040.00 R. Sarmiento PA 2.9 $115.00 $ 333.50 L. Morales PA 1.4 $100.00 $ 140.00 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $

Grand Total: 283 $ 93,286.00




EXHIBIT B

[Ku & Mussman, P.A.]

Expenses Incurred



Court Costs / Court Filing Fees $ Experts / Consultants $ Federal Express / UPS / Other Messenger Services $ Postage / U.S. Mail $ 4.77 Service of Process $ Hearing Transcripts $ Investigation $ Lexis / Westlaw / PACER $ 9.55 Other Expenses Approved By Co-Leads $ Photocopies – In House $ 120.25 Photocopies – Outside $ Telephone / Facsimile $ Travel – Transportation $ Travel – Meals $ Travel – Hotels $

TOTAL: $ 134.57


EXHIBIT 26


532684.1


DECLARATION OF W. JOSEPH BRUCKNER IN SUPPORT OF CLASS COUNSEL’S APPLICATION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES

SUBMITTED ON BEHALF OF LOCKRIDGE GRINDAL NAUEN P.L.L.P.

I, W. Joseph Bruckner, declare and state as follows:

1. I am a partner of Lockridge Grindal Nauen P.L.L.P. During the pendency of this











4. Lockridge Grindal Nauen has prosecuted this litigation solely on a contingent-





532684.1

against the defendants. While Lockridge Grindal Nauen devoted its time and resources to this


5. During the period February 5, 2016 through June 18, 2018, Lockridge Grindal

Nauen has been involved in the following activities on behalf of the class at the request and

under the direction of Co-Lead Counsel: review and coding of documents produced by various

defendants including Delta, American and Southwest Airlines; communications with client,

completion of client questionnaire and preparation of client documents for production.







the benefit of the class during this time period.


included in Exhibit A are the usual and customary hourly rates charged by Lockridge Grindal

Nauen. Any hourly rates for attorneys and professional staff that are higher than the Court



8. Not including our contributions to the litigation fund (see ¶ 9), Lockridge Grindal

Nauen has expended a total of $36.50 in unreimbursed costs and expenses in connection with the

prosecution of this litigation from February 5, 2016 through June 18, 2018, as set forth in Exhibit

B attached hereto. All of these expenses incurred by Lockridge Grindal Nauen in connection


532684.1




9. Lockridge Grindal Nauen also contributed to the litigation fund. My firm is not





knowledge.



/s/ W. Joseph Bruckner W. Joseph Bruckner



1

EXHIBIT A

LOCKRIDGE GRINDAL NAUEN P.L.L.P.




Hours

Rate Total Lodestar

W. Joseph Bruckner P 1.00 $800.00 $800.00 Charles N. Nauen P .70 $800.00 $560.00 Sherri L. Juell PA 3.50 $200.00 $700.00 Kevin T. Ravenscroft DR 2,018.20 $300.00 $605,460.00

Grand Total: 2,023.40 $607,520.00




EXHIBIT B

LOCKRIDGE GRINDAL NAUEN P.L.L.P.

Expenses Incurred



Court Costs / Court Filing Fees $ Experts / Consultants $ Federal Express / UPS / Other Messenger Services $ Postage / U.S. Mail $ Service of Process $ Hearing Transcripts $ Investigation $ Lexis / Westlaw / PACER $ 36.50 Other Expenses Approved By Co-Leads $ Photocopies – In House $ Photocopies – Outside $ Telephone / Facsimile $ Travel – Transportation $ Travel – Meals $ Travel – Hotels $

TOTAL: $ 36.50


EXHIBIT 27


1


DECLARATION OF SEAN TAMURA-SATO IN SUPPORT OF CLASS COUNSEL’S APPLICATION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES

SUBMITTED ON BEHALF OF MINAMI TAMAKI LLP

I, Sean Tamura-Sato, declare and state as follows:

1. I am a Partner of Minami Tamaki LLP. During the pendency of this litigation, my



herein.








4. Minami Tamaki has prosecuted this litigation solely on a contingent-fee basis,





2

the defendants. While Minami Tamaki devoted its time and resources to this matter, it has


5. During the course of this litigation, Minami Tamaki has been involved in the


Counsel: Electronic document review, communication and preparation with client.



spent by my firm during this period of time was 2,256.30 hours, with a corresponding historical






included in Exhibit A are the usual and customary hourly rates charged by Minami Tamaki. Any




8. Minami Tamaki has expended a total of $0 in unreimbursed costs and expenses


2018, as set forth in Exhibit B attached hereto.

9. Minami Tamaki also contributed to the litigation fund. My firm is not seeking




3



knowledge.



/s/ Sean Tamura-Sato Sean Tamura-Sato



1

EXHIBIT A

MINAMI TAMAKI LLP




Hours

Rate Total Lodestar

Jack W. Lee P 4.10 $795 $3,259.50 Sean Tamura-Sato A 1.4 $450 $630.00 Sean Tamura-Sato P 11.9 $475 $5,652.50 Aron Liang A 3.50 $450 $1,575.00 Louise Lien CR 2,235.40 $250 $558,850.00 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $

Grand Total: 2,256.30 $569,967.00




EXHIBIT B

MINAMI TAMAKI LLP

Expenses Incurred



Court Costs / Court Filing Fees $ Experts / Consultants $ Federal Express / UPS / Other Messenger Services $ Postage / U.S. Mail $ Service of Process $ Hearing Transcripts $ Investigation $ Lexis / Westlaw / PACER $ Other Expenses Approved By Co-Leads $ Photocopies – In House $ Photocopies – Outside $ Telephone / Facsimile $ Travel – Transportation $ Travel – Meals $ Travel – Hotels $

TOTAL: $0


EXHIBIT 28


1


DECLARATION OF DANIEL J. MOGIN IN SUPPORT OF CLASS COUNSEL’S APPLICATION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES

SUBMITTED ON BEHALF OF MOGINRUBIN LLP

I, Daniel J. Mogin, declare and state as follows:

1. I am Managing Partner of MoginRubin LLP (“MoginRubin”). During the











4. MoginRubin has prosecuted this litigation solely on a contingent-fee basis, and





2

defendants. While MoginRubin devoted its time and resources to this matter, it has foregone


5. During the course of this litigation, MoginRubin has been involved in the


Counsel: numerous client interactions and counseling of plaintiff and proposed class

representative Katherine Warnock; fact investigation and research; extensive participation in

discovery, including preparation of responses to interrogatories and document requests;

deposition preparation and representation of proposed class representative Breanne Jackson;

examination, analysis and coding of documents produced by defendants and plaintiffs and

related discovery projects including the privilege review project; participation in the

development of the amended complaint; work on settlement-related issues regarding American

Airlines and Southwest Airlines; and other matters.






assigned by Co-Lead Counsel and was performed by attorneys and professional staff of

MoginRubin for the benefit of the class during the aforementioned time period.

7. The hourly rates for the attorneys and professional staff at my firm included in

Exhibit A are the usual and customary hourly rates charged by MoginRubin, except that any




3


8. MoginRubin has expended a total of $204.84 in unreimbursed costs and expenses


2018, as set forth in Exhibit B attached hereto. All of these expenses incurred by MoginRubin in




9. MoginRubin also contributed to the litigation fund. My firm is not seeking





knowledge.


foregoing is true and correct. Executed on November 9, 2018 at San Diego, CA.

Daniel J. Mogin



1

EXHIBIT A

[MoginRubin LLP]




Hours

Rate Total Lodestar

Daniel Mogin P 9.9 $800 $7,920.00 Jonathan Rubin P 4.5 $800 $3,600.00 Jodie Williams A 6.4 $500 $3,200.00 Kristy Greenberg A 158.10 $485 $76,678.25 Gina Kim SA 1150.9 $300 $345,270.00 Steve Ejercito PA 1.3 $240 $312.00 Jennie Chatfield PA 2.4 $215 $516.00 Norma Geraci PA 0.7 $145 $101.50 $ $ $ $ $ $ $ $ $ $ $ $ $ $

Grand Total: 1,334.2 $437,597.75




EXHIBIT B

[MoginRubin LLP]

Expenses Incurred



Court Costs / Court Filing Fees $ Experts / Consultants $ Federal Express / UPS / Other Messenger Services $ Postage / U.S. Mail $ Service of Process $ Hearing Transcripts $ Investigation $ Lexis / Westlaw / PACER $173.70 Other Expenses Approved By Co-Leads $ Photocopies – In House $14.40 Photocopies – Outside $ Telephone / Facsimile $5.22 Travel – Transportation $11.52 Travel – Meals $ Travel – Hotels $

TOTAL: $204.84


EXHIBIT 29


1


DECLARATION OF ARTHUR M. MURRAY IN SUPPORT OF CLASS COUNSEL’S APPLICATION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES

SUBMITTED ON BEHALF OF MURRAY LAW FIRM

I, ARTHUR M. MURRAY, declare and state as follows:

1. I am a Partner of Murray Law Firm. During the pendency of this litigation, my



herein.








4. MURRAY LAW FIRM has prosecuted this litigation solely on a contingent-fee





2

against the defendants. While MURRAY LAW FIRM devoted its time and resources to this


5. During the course of this litigation, MURRAY LAW FIRM has been involved in


Counsel: extensive analysis and coding of document production and all assignments requested by

Leadership.




of $625,815.00 This summary was prepared from contemporaneous, daily time records regularly





included in Exhibit A are the usual and customary hourly rates charged by MURRAY LAW

FIRM. Any hourly rates for attorneys and professional staff that are higher than the Court



8. MURRAY LAW FIRM has not expended any unreimbursed costs and expenses


2018, as set forth in Exhibit B attached hereto.

9. MURRAY LAW FIRM has contributed to the litigation fund. My firm is not



3




knowledge.


foregoing is true and correct. Executed on December 3rd, 2018 at New Orleans, Louisiana.

/s/ ARTHUR M. MURRAY ATTORNEY NAME



1

EXHIBIT A

MURRAY LAW FIRM




Hours

Rate Total Lodestar

Arthur M. Murray P 20.6 $600.00 $12,360.00 C. Joseph Murray A 1982.6 $300.00 $594,780.00 Jessica W. Hayes A 41.5 $450.00 $18,675.00 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $

Grand Total: 2044.7 $625,815.00




EXHIBIT B

MURRAY LAW FIRM

Expenses Incurred




TOTAL: $ (0)


EXHIBIT 30


1


DECLARATION OF DIANNE M. NAST IN SUPPORT OF CLASS COUNSEL’S APPLICATION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES

SUBMITTED ON BEHALF OF NASTLAW LLC

I, Dianne M. Nast, declare and state as follows:

1. I am the founder of NastLaw LLC. During the pendency of this litigation, this

firm has acted as class counsel to plaintiffs. I make this declaration based on this personal


herein.




3. I have read the Court’s February 4, 2016 Order Appointing Interim Co-Lead


paying particular attention to the provisions regarding fees, costs and expenses. This firm has


4. NastLaw LLC has prosecuted this litigation solely on a contingent-fee basis, and





2

defendants. While NastLaw LLC devoted its time and resources to this matter, it has foregone


5. During the course of this litigation, NastLaw LLC has been involved in the


Counsel: vetting of potential class representatives and analysis of documents produced by

Defendants.

6. Attached hereto as Exhibit A is this firm’s total hours and lodestar, computed at


spent by this firm during this period of time was 145.10, with a corresponding historical lodestar


prepared and maintained by this firm. The lodestar amount reflected in Exhibit A is for work

assigned by Co-Lead Counsel, and was performed by professional staff at this law firm for the


7. The hourly rates for the attorneys and professional support staff at this firm

included in Exhibit A are the usual and customary hourly rates charged by NastLaw LLC. Any




8. NastLaw LLC has expended a total of $141.07 in unreimbursed costs and



NastLaw LLC in connection with this litigation were reasonably necessary in the prosecution of

this case and are reflected on the books and records of this firm. Any expenses that are higher


3


81 and 84).

9. NastLaw LLC also contributed to the litigation fund. This firm is not seeking



10. I have reviewed the time and expenses reported by this firm in this case which are


knowledge.


foregoing is true and correct. Executed on November 9, 2018 at Philadelphia, Pennsylvania.

/s/ Dianne M. Nast DIANNE M. NAST



1

EXHIBIT A

NastLaw LLC




Hours

Rate Total Lodestar

Dianne M. Nast P 3.00 $800.00 $2,250.00 Erin C. Burns A 1.20 $500.00 $600.00 Matthew A. Reid A 119.00 $300.00 $35,700.00 Joseph N. Roda A 21.90 $300.00 $6,570.00

Grand Total: 145.10 $45,120.00




EXHIBIT B

NastLaw LLC

Expenses Incurred



Lexis / Westlaw / PACER $8.32 Photocopies – In House $132.75

TOTAL: $141.07


EXHIBIT 31


1


DECLARATION OF LINDA P. NUSSBAUM IN SUPPORT OF CLASS COUNSEL’S APPLICATION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES

SUBMITTED ON BEHALF OF NUSSBAUM LAW GROUP, P.C.

I, Linda P. Nussbaum, declare and state as follows:

1. I am the Managing Director of Nussbaum Law Group, P.C. (NLG). During the











4. NLG has prosecuted this litigation solely on a contingent-fee basis, and has been





2

While NLG devoted its time and resources to this matter, it has foregone other legal work for


5. During the course of this litigation, NLG has been involved in the following

activities on behalf of the class at the request of and under the direction of Co-Lead Counsel:

Attorneys from NLG have worked with respect to the privilege log, privilege issues and review

and analysis of defendants’ documents.









included in Exhibit A are the usual and customary hourly rates charged by NLG. Any hourly




8. NLG has expended a total of $583.23 in unreimbursed costs and expenses in


as set forth in Exhibit B attached hereto. All of these expenses incurred by NLG in connection




3


9. NLG also contributed $35,000 to the litigation fund. My firm is not seeking





knowledge.


foregoing is true and correct. Executed on November 6th, 2018 at New York, NY.

/s/ ATTORNEY NAME



1

EXHIBIT A

[Nussbaum Law Group, P.C.]




Hours

Rate Total Lodestar

Linda P. Nussbaum P 7.90 $800.00 $6,320.00 Bart Cohen P 1.10 $800.00 $880.00 Susan Schwaiger OC 0.90 $750.00 $675.00 Peter Moran A 84.10 $500.00 $42,050.00 Hoyoung Yang A 19.30 $375.00 $7,237.50 Ivan Dodeles CR 442.00 $250.00 $110,500.00 Jamie Mogil CR 56.00 $250.00 $14,000.00 Joshua Alpert CR 73.50 $250.00 $18,375.00 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $

Grand Total: 684.80 $200,037.50




EXHIBIT B

[Nussbaum Law Group, P.C.]

Expenses Incurred



Court Costs / Court Filing Fees $ 434.92 Experts / Consultants $ Federal Express / UPS / Other Messenger Services $ Postage / U.S. Mail $ Service of Process $ Hearing Transcripts $ Investigation $ Lexis / Westlaw / PACER $ 92.31 Other Expenses Approved By Co-Leads $ Photocopies – In House $ Photocopies – Outside $ Telephone / Facsimile $ 56.00 Travel – Transportation $ Travel – Meals $ Travel – Hotels $

TOTAL: $ 583.23


EXHIBIT 32


1


DECLARATION OF JOHN D. RADICE IN SUPPORT OF CLASS COUNSEL’S APPLICATION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES

SUBMITTED ON BEHALF OF RADICE LAW FIRM, PC

I, John D. Radice, declare and state as follows:

1. I am the Founding Partner of the Radice Law Firm, PC. During the pendency of

this litigation, my firm has acted as class counsel to plaintiffs. I make this declaration based on

my personal knowledge and if called as a witness, I could and would competently testify to the









4. Radice Law Firm, PC has prosecuted this litigation solely on a contingent-fee





2

against the defendants. While Radice Law Firm, PC devoted its time and resources to this matter,


5. During the course of this litigation, Radice Law Firm, PC has been involved in the


Counsel: extensive review of documents and materials produced by Defendants; review of

documents and material from plaintiffs for responsiveness and privilege; communication with

class representatives concerning settlements and other matters.



spent by my firm during this period of time was 4,449, with a corresponding historical lodestar

of $1,366,473. This summary was prepared from contemporaneous, daily time records regularly





included in Exhibit A are the usual and customary hourly rates charged by Radice Law Firm, PC.




8. Radice Law Firm, PC has expended a total of $216.96 in unreimbursed costs and



Radice Law Firm, PC in connection with this litigation were reasonably necessary in the


3




9. Radice Law Firm, PC also contributed to the litigation fund. My firm is not





knowledge.


foregoing is true and correct. Executed on November 9, 2018 at Princeton, New Jersey.

/s/ John D. Radice John D. Radice



1

EXHIBIT A

RADICE LAW FIRM, PC




Hours

Rate Total Lodestar

John Radice (2018) P 3.4 $695 $2,363 John Radice (2017) P 5.6 $675 $3,780 John Radice (2016) P 6.8 $650 $4,420 Luke Smith A 129.3 $500 $64,650 Rishi Raithatha SA 2469.9 $300 $740,970 Do Im Park SA 1834.3 $300 $550,290 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $

Grand Total: 4,449 $1,366,473




EXHIBIT B

RADICE LAW FIRM, PC

Expenses Incurred



Court Costs / Court Filing Fees $ Experts / Consultants $ Federal Express / UPS / Other Messenger Services $40.00 Postage / U.S. Mail $ Service of Process $ Hearing Transcripts $ Investigation $ Lexis / Westlaw / PACER $ Other Expenses Approved By Co-Leads $ Photocopies – In House $ Photocopies – Outside $ Telephone / Facsimile $ Travel – Transportation $ Travel – Meals $176.96 Travel – Hotels $

TOTAL: $216.96


EXHIBIT 33


1


DECLARATION OF R. ALEXANDER SAVERI IN SUPPORT OF CLASS COUNSEL’S APPLICATION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES

SUBMITTED ON BEHALF OF SAVERI & SAVERI, INC.

I, R. Alexander Saveri, declare and state as follows:

1. I am the managing partner of Saveri & Saveri, Inc. (“Saveri firm”). During the











4. The Saveri firm has prosecuted this litigation solely on a contingent-fee basis,





2

the defendants. While the Saveri firm devoted its time and resources to this matter, it has


5. During the course of this litigation, the Saveri firm has been involved in the


Counsel:

a. Consultation with co-counsel regarding client’s claims, responding to Co-Lead

counsel questions regarding claims, and responding to defendants’ discovery

requests;

b. Communications and meeting with counsel in separate airlines action to pursue

amending protective order in that action to obtain discovery;

c. The Saveri firm and Zelle LLP have been assigned responsibility for offensive

discovery against defendant United Airlines (including Continental Airlines). In

connection with performing that responsibility, Saveri firm attorneys have

performed, among other work, the following:

i. reviewed and analyzed United’s productions to the U.S. Department of

Justice;

ii. engaged in extensive meet-and-confer negotiations with United’s counsel

regarding the scope of United’s responses to over forty-five requests for

production of documents, the scope of United’s structured data and non-

structured data document productions, the selection of United’s document

custodians, and the scope of United’s non-custodial data source search;

iii. researched and drafted numerous meet and confer letters to United

regarding the same;


3

iv. prepared for and participated in meetings and numerous conference calls

with United’s counsel and Co-Lead counsel and others regarding the

same;

v. reviewed memoranda from plaintiffs’ experts and co-counsel

correspondence, and prepared correspondence to United’s counsel

regarding questions pertaining to United’s structured data productions and

related information and seeking the production of additional responsive

structured data;

vi. assisted in researching and drafting a motion to compel against

defendants, including United, regarding the scope of their document

productions;

vii. participated in multiple telephone and video conferences with the Special

Master, Co-Lead counsel and defense counsel regarding United’s

discovery obligations;

viii. performed extensive research and analysis, and consulted with Co-Lead

counsel and co-counsel regarding the appropriate custodial and

departmental files that would be searched in connection with United’s

document production in this case, as well as the temporal scope of the

productions from those custodial and departmental files;

ix. assisted counsel responsible for third-party discovery with discovery

requests seeking telephone records as pertains to United personnel;

x. reviewed, evaluated and challenged United’s Civil Investigative Demand

privilege log entries and claims, supervised co-counsel assisting with the


4

same, and engaged in extensive meet and confer with United’s counsel

regarding the same resulting in an agreement that United would re-log all

responsive privileged CID documents in this action in lieu of plaintiffs’

filing a motion to compel;

xi. conducted research and analysis, and selected and recommended proposed

deponents for defendant United; and

xii. conducted review and analysis of documents and prepared deposition

strategies for use in the depositions of United personnel.

d. The Saveri firm also researched, analyzed and prepared memoranda and other

work product for use in case analysis and discovery, including drafting

memoranda regarding United liability, key personnel, and corporate structure, and

worked with United team members to prepare memoranda and other work product

regarding United’s liability.









included in Exhibit A are the usual and customary hourly rates charged by the Saveri firm. Any



5



8. The Saveri firm has expended a total of $6,281.68 in unreimbursed costs and


June 18, 2018, as set forth in Exhibit B attached hereto. All of these expenses incurred by the

Saveri firm in connection with this litigation were reasonably necessary in the prosecution of this

case and are reflected on the books and records of my firm. Any expenses that are higher than


84).

9. The Saveri firm also contributed to the litigation fund. My firm is not seeking





knowledge.



/s/ R. Alexander Saveri R. Alexander Saveri



1

EXHIBIT A

SAVERI & SAVERI, INC.




Hours

Rate Total Lodestar

Guido Saveri P 6.80 $800 $5,440.00 R. Alexander Saveri P 0.10 $800 $80.00 R. Alexander Saveri P 0.40 $700 $280.00 Cadio Zirpoli P 1.30 $775 $1,007.50 Cadio Zirpoli P 39.70 $650 $25,805.00 Lisa Saveri P 222.60 $775 $172,515.00 Lisa Saveri P 540.50 $675 $364,837.50 David Hwu A 0.20 $400 $80.00 Matthew Heaphy A 179.80 $500 $89,900.00 Matthew Heaphy A 295.40 $475 $140,315.00 Sarah Van Culin A 0.50 $400 $200.00 Alyssa Stember PL 3.30 $150 $495.00 Dante DeMartini PL 18.50 $150 $2,775.00

Grand Total: 1,309.10 $803,730.00




EXHIBIT B

SAVERI & SAVERI, INC.

Expenses Incurred



Court Costs / Court Filing Fees Experts / Consultants Federal Express / UPS / Other Messenger Services Postage / U.S. Mail $0.47 Service of Process Hearing Transcripts Investigation Lexis / Westlaw / PACER $3,249.20 Other Expenses Approved By Co-Leads Photocopies – In House $2,500.25 Photocopies – Outside Telephone / Facsimile Travel – Transportation $172.45 Travel – Meals $359.31 Travel – Hotels

TOTAL: $6,281.68


EXHIBIT 34


1


DECLARATION OF ISAAC L. DIEL IN SUPPORT OF CLASS COUNSEL’S APPLICATION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES

SUBMITTED ON BEHALF OF SHARP MCQUEEN, PA

I, Isaac L. Diel, declare and state as follows:

1. I am a Partner of Sharp McQueen, PA. During the pendency of this litigation, my



herein.








4. Sharp McQueen, PA has prosecuted this litigation solely on a contingent-fee





2

against the defendants. While Sharp McQueen, PA devoted its time and resources to this matter,


5. During the course of this litigation, Sharp McQueen, PA has been involved in the


Counsel: Analysis and computer coding of defendant and third party documents for use in

depositions and for trial purposes.






assigned by Co-Lead Counsel, and was performed by me for the benefit of the class during the

aforementioned time period.


included in Exhibit A are the usual and customary hourly rates charged by Sharp McQueen, PA.




8. Sharp McQueen, PA has expended a total of $-0- in unreimbursed costs and


June 18, 2018, as set forth in Exhibit B attached hereto.

9. Sharp McQueen, PA also contributed to the litigation fund. My firm is not



3




knowledge.


foregoing is true and correct. Executed on November 5, 2018 at Overland Park, Johnson

County, Kansas.

/s/ Isaac L. Diel ISAAC L. DIEL



1

EXHIBIT A

SHARP MCQUEEN PA




Hours

Rate Total Lodestar

Isaac L. Diel P 1236.50 $300.00 $370,950.00 Isaac L. Diel P 2.5 $425.00 $1,062.50 Isaac L. Diel P .4 $450.00 $180.00 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $

Grand Total: 1239.4 $372,192.50




EXHIBIT B

SHARP MCQUEEN PA

Expenses Incurred




TOTAL: $ -0-


EXHIBIT 35


1


DECLARATION OF NATALIE FINKELMAN BENNETT IN SUPPORT OF CLASS COUNSEL’S APPLICATION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF

EXPENSES SUBMITTED ON BEHALF OF SHEPHERD FINKELMAN MILLER & SHAH, LLP

I, Natalie Finkelman Bennett, declare and state as follows:

1. I am a member of Shepherd, Finkelman, Miller & Shah, LLP. During the











4. Shepherd, Finkelman, Miller & Shah, LLP has prosecuted this litigation solely on

a contingent-fee basis, and has been at risk that it would not receive any compensation for




2

prosecuting claims against the defendants. While Shepherd, Finkelman, Miller & Shah, LLP

devoted its time and resources to this matter, it has foregone other legal work for which it would

have been compensated.

5. During the course of this litigation, Shepherd, Finkelman, Miller & Shah, LLP has

been involved in the following activities on behalf of the class at the request and under the

direction of Co-Lead Counsel: researching factual history of clients; drafting and filing class

action complaint; participating in discovery by reviewing and analyzing documents produced by

Defendants; participating in discovery by reviewing and analyzing documents of client,

including numerous communications with clients, searching for and reviewing documents, ESI,

email and loyalty and card data of clients, providing Rule 26 materials, responding to written

discovery requests, responding to multiple additional requests for information and

communications, preparing client documents for production; communications with lead counsel

regarding case progress developments; regularly communicating with client about the litigation

and responding to client questions.









included in Exhibit A are the usual and customary hourly rates charged by Shepherd, Finkelman,


3

Miller & Shah, LLP. Any hourly rates for attorneys and professional staff that are higher than


84) and additional instructions provided by Interim Co-Lead Counsel.

8. Shepherd, Finkelman, Miller & Shah, LLP has expended a total of $6.45 in

unreimbursed costs and expenses in connection with the prosecution of this litigation from

February 5, 2016 through June 18, 2018, as set forth in Exhibit B attached hereto. All of these

expenses incurred by Shepherd, Finkelman, Miller & Shah, LLP in connection with this

litigation were reasonably necessary in the prosecution of this case and are reflected on the books

and records of my firm. Any expenses that are higher than the Court approved rates have been

reduced to comply with the Court’s orders (ECF Nos. 81 and 84).

9. Shepherd, Finkelman, Miller & Shah, LLP also contributed $10,000 to the

litigation fund on April 14, 2017. My firm is not seeking reimbursement of these expenses

through this Declaration, as Co-Lead Counsel are separately seeking reimbursement of expenses

paid out of the litigation fund.



knowledge.


foregoing is true and correct. Executed on November 9, 2018 at Media, Pennsylvania.

/s/Natalie Finkelman Bennett Natalie Finkelman Bennett



1

EXHIBIT A

SHEPHERD, FINKELMAN, MILLER & SHAH, LLP




Hours

Rate Total Lodestar

Alec Berin PA 18.8 $185.00 $3,478.00 Fernanda Loustaunau PA 5.70 $175.00 $997.50 Michael Ols PA 15.1 $185.00 $2,793.50 John Roberts PA 18.4 $185.00 $3,404.00 Casey Yamasaki PA 34.30 $185.00 $6,345.50 Tina Coutavas CR 834.00 $250.00 $208,500.00 Emily Finestone A 28.90 $350.00 $10,115.00 Emily Finestone A 8.30 $375.00 $3,112.50 Emily Finestone A 82.80 $300.00 $25,006.50 Paul Rettinger A 78.30 $300.00 $23,490.00 Scott Johnson A 140.30 $300.00 $42,090.00 Natalie Finkelman Bennett P 11.60 $725.00 $8,410.00 Natalie Finkelman Bennett P 15.20 $750.00 $11,400.00 Nathan Zipperian P 2.20 $625.00 $1,375.00 Nathan Zipperian P 5.20 $650.00 $3,380.00

Grand Total: 1,299.10 $353,897.50




EXHIBIT B

SHEPHERD, FINKELMAN, MILLER & SHAH, LLP

Expenses Incurred



Court Costs / Court Filing Fees $ Experts / Consultants $ Federal Express / UPS / Other Messenger Services $ Postage / U.S. Mail $6.45 Service of Process $ Hearing Transcripts $ Investigation $ Lexis / Westlaw / PACER $ Other Expenses Approved By Co-Leads $ Photocopies – In House $ Photocopies – Outside $ Telephone / Facsimile $ Travel – Transportation $ Travel – Meals $ Travel – Hotels $

TOTAL: $6.45


EXHIBIT 36


1


DECLARATION OF AZRA Z. MEHDI IN SUPPORT OF CLASS COUNSEL’S APPLICATION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES

SUBMITTED ON BEHALF OF THE MEHDI FIRM, PC

I, Azra Z. Mehdi, declare and state as follows:

1. I am the founding partner of The Mehdi Firm, PC. During the pendency of this











4. The Mehdi Firm, PC has prosecuted this litigation solely on a contingent-fee





2

against the defendants. While The Mehdi Firm, PC devoted its time and resources to this matter,


5. During the course of this litigation, The Mehdi Firm, PC has been involved in the


Counsel: Inquiry and analysis into specifics of plaintiff facts for preparation of Consolidated

Amended Complaint and discovery, specifically document review.








7. The hourly rates for the attorneys at my firm included in Exhibit A are the usual

and customary hourly rates charged by The Mehdi Firm, PC. Any hourly rates for attorneys that


(ECF Nos. 81 and 84) and additional instructions provided by Interim Co-Lead Counsel.

8. The Mehdi Firm, PC has contributed to the litigation fund. My firm is not





knowledge.


3


foregoing is true and correct. Executed on November 9, 2018 in San Francisco, California.

/s/ Azra Z. Mehdi AZRA Z. MEHDI



1

EXHIBIT A

THE MEHDI FIRM, PC




Hours

Rate Total Lodestar

Azra Mehdi P 4.5 $725 $3262.50 Jessica Ross OC 1091.2 $300 $327,360.00 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $

Grand Total: 1095.7 $330,622.5



EXHIBIT 37


1


DECLARATION OF ROBERT S. KITCHENOFF IN SUPPORT OF CLASS COUNSEL’S APPLICATION FOR

ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES SUBMITTED ON BEHALF OF WEINSTEIN KITCHENOFF & ASHER, LLC

I, Robert S. Kitchenoff, declare and state as follows:

1. I am a member of Weinstein Kitchenoff & Asher LLC. During the pendency of

this litigation, my firm has acted as plaintiffs class counsel. I make this declaration based on my










4. Weinstein Kitchenoff & Asher LLC has prosecuted this litigation solely on a





2

prosecuting claims against the defendants. While Weinstein Kitchenoff & Asher LLC devoted its


compensated.

5. During the course of this litigation, Weinstein Kitchenoff & Asher LLC has been


Co-Lead Counsel: Weinstein Kitchenoff & Asher LLC has participated in the factual

investigation of the case, drafted pleadings, worked with its client to preserve evidence related to

purchase of airline tickets on defendant carriers, and worked with its client to prepare responses

to defendants’ discovery requests. Weinstein Kitchenoff & Asher played a major role in the

review of discovery produced by defendants and third parties. Andrea Wilson co-managed team

analysis of the document production, crafted search terms, batched documents for reviewers,

created and edited the coding sheet, managed workflow of document analysis, developed the

Hot/Important document analysis, staffed weekly calls of all document coders, and provided a

quality control function for coder work, among other tasks.




lodestar of $1,327,511.00. This summary was prepared from contemporaneous, daily time

records regularly prepared and maintained by my firm. The lodestar amount reflected in Exhibit

A is for work assigned by Co-Lead Counsel and was performed by professional staff at my law



included in Exhibit A are the usual and customary hourly rates charged by Weinstein Kitchenoff


3

& Asher, LLC. Any hourly rates for attorneys and professional staff that are higher than the

Court approved rates have been reduced to comply with the Court’s orders (ECF Nos. 81 and 84)

and additional instructions provided by Interim Co-Lead Counsel.

8. Weinstein Kitchenoff & Asher, LLC has expended a total of $34.53 in

unreimbursed costs and expenses in connection with the prosecution of this litigation from

February 5, 2016 through June 18, 2018, as set forth in Exhibit B attached hereto. All of these

expenses incurred by Weinstein Kitchenoff & Asher, LLC in connection with this litigation were

reasonably necessary in the prosecution of this case and are reflected on the books and records of

my firm. Any expenses that are higher than the Court approved rates have been reduced to

comply with the Court’s orders (ECF Nos. 81 and 84).

9. Weinstein Kitchenoff & Asher, LLC also contributed to the litigation fund. My

firm is not seeking reimbursement of these expenses through this declaration, as Co-Lead

Counsel are separately seeking reimbursement of expenses paid out of the litigation fund.



knowledge.


foregoing is true and correct. Executed on November 16, 2018 at Philadelphia, Pennsylvania.

/s/Robert S. Kitchenoff ROBERT S. KITCHENOFF



1

EXHIBIT A

WEINSTEIN KITCHENOFF & ASHER, LLC




Hours

Rate Total Lodestar

Robert S. Kitchenoff P 21.10 $725.00 $15,518.50 Robert S. Kitchenoff P 2.50 $785.00 $1,962.50 Robert S. Kitchenoff P .60 $800.00 $480.00 Rose Weisblatt DR 213.70 $250.00 $53,425.00 Rose Weisblatt DR 689.10 $250.00 $172,275.00 Andrea Wilson OC 1223.70 $500.00 $611,850.00 Andrea Wilson OC 944.00 $500.00 $472,000.00

Grand Total: 3094.70 $1,327,511.00




EXHIBIT B

WEINSTEIN KITCHENOFF & ASHER, LLC

Expenses Incurred



Court Costs / Court Filing Fees $ Experts / Consultants $ Federal Express / UPS / Other Messenger Services $ Postage / U.S. Mail $ Service of Process $ Hearing Transcripts $ Investigation $ Lexis / Westlaw / PACER $34.53 Other Expenses Approved By Co-Leads $ Photocopies – In House $ Photocopies – Outside $ Telephone / Facsimile $ Travel – Transportation $ Travel – Meals $ Travel – Hotels $

TOTAL: $34.53


EXHIBIT 38


1


DECLARATION OF FRED TAYLOR ISQUITH IN SUPPORT OF CLASS COUNSEL’S APPLICATION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES SUBMITTED ON BEHALF OF WOLF HALDENSTEIN ADLER FREEMAN & HERZ

LLP

I, Fred Taylor Isquith, declare and state as follows:

1. I am a partner in the law firm Wolf Haldenstein Adler Freeman & Herz LLP

(“Wolf Haldenstein”). During the pendency of this litigation, my firm has acted as class counsel

to plaintiffs. I make this declaration based on my personal knowledge and if called as a witness,

I could and would competently testify to the matters stated herein.








4. Wolf Haldenstein has prosecuted this litigation solely on a contingent-fee basis,





2

the defendants. While Wolf Haldenstein devoted its time and resources to this matter, it has


5. During the course of this litigation, Wolf Haldenstein has been involved in the


Counsel: discovery proceedings particularly reviewing documents and discovery issues as part of

the committee of lawyers regarding defendant Southwest Airlines as to which our firm

principally concentrated its work; preparing for and participating in lengthy meet and confer

calls with Southwest regarding custodians and discovery issues; reviewing “hot docs”; compiling

responses and dealing with various issues as they relate to Requests for Production; participating

in team meetings with other co-counsel on discovery issues; researching and drafting numerous

witness interview memos; drafting and sending letters to Southwest re. data issues; apprising co-

counsel of key documents relating to Southwest cost data; reviewing responses from experts

regarding Southwest’s proposals regarding discovery; reviewing Southwest financial reports for

key background info; participating in frequent committee conference calls regarding the above.









included in Exhibit A are the usual and customary hourly rates charged by Wolf Haldenstein.


3




8. Wolf Haldenstein has expended a total of $2,122.06 in unreimbursed costs and


June 18, 2018, as set forth in Exhibit B attached hereto. All of these expenses incurred by Wolf

Haldenstein in connection with this litigation were reasonably necessary in the prosecution of



81 and 84).

9. Wolf Haldenstein also contributed to the litigation fund. My firm is not seeking





knowledge.



/s/ Fred Taylor Isquith FRED TAYLOR ISQUITH



1

EXHIBIT A

Wolf Haldenstein Adler Freeman & Herz LLP




Hours

Rate Total Lodestar

Fred T. Isquith P 65.40 $800.00 $52,320.00 Michael M. Liskow P 250.60 $535.00 $134,071.00 Michael M. Liskow P 92.80 $545.00 $50,576.00 Theodore B. Bell OC 308.50 $595.00 $183,557.50 Theodore B. Bell OC 146.40 $605.00 $88,572.00

Grand Total: 863.70 $509,096.50




EXHIBIT B

Wolf Haldenstein Adler Freeman & Herz LLP

Expenses Incurred



Court Costs / Court Filing Fees $0.00 Experts / Consultants $0.00 Federal Express / UPS / Other Messenger Services $0.00 Postage / U.S. Mail $1.38 Service of Process $0.00 Hearing Transcripts $0.00 Investigation $0.00 Lexis / Westlaw / PACER $214.23 Other Expenses Approved By Co-Leads $0.00 Photocopies – In House $1,268.80 Photocopies – Outside $0.00 Telephone / Facsimile $99.38 Travel – Transportation $450.64 Travel – Meals $87.63 Travel – Hotels $0.00

TOTAL: $2,122.06


EXHIBIT 39


1


DECLARATION OF CHRISTOPHER T. MICHELETTI IN SUPPORT OF CLASS COUNSEL’S APPLICATION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF

EXPENSES SUBMITTED ON BEHALF OF ZELLE LLP

I, Christopher T. Micheletti, declare and state as follows:

1. I am a Partner of Zelle LLP. During the pendency of this litigation, my firm has

acted as class counsel to plaintiffs. I make this declaration based on my personal knowledge and

if called as a witness, I could and would competently testify to the matters stated herein.








4. Zelle LLP has prosecuted this litigation solely on a contingent-fee basis, and has


defendants. While Zelle LLP devoted its time and resources to this matter, it has foregone other




2


5. During the course of this litigation, Zelle LLP has been involved in the following


a. Consultation with clients regarding claims and answering Co-Lead counsel

questions regarding same;

b. Zelle and the Saveri & Saveri firm have been assigned responsibility for offensive

discovery against defendant United. Zelle and Finkelstein Thompson have been

assigned responsibility for offensive discovery against Delta. In connection with

performing these responsibilities, Zelle attorneys have performed, among other

work, the following:

i. reviewed and analyzed United’s and Delta’s productions to the U.S.

Department of Justice;

ii. engaged in extensive meet-and-confer negotiation with United and Delta

counsel regarding the scope of their structured data and non-structured

data document productions, including the scope of United’s responses to

over 45 requests for production and selection of United’s document

custodians;

iii. researched and drafted multiple meet and confer letters to those defendants

regarding same;

iv. prepared for and participated in multiple conference calls with those

defendants’ counsel and Co-Lead counsel and others regarding same;

v. prepared correspondence to United and Delta counsel regarding questions

pertaining to those defendants’ structured data productions and


3

information;

vi. assisted in researching and drafting of a motion to compel against

defendants regarding the scope of their document productions;

vii. participated in multiple telephone conferences with the Special Master,

Co-Lead counsel and defense counsel regarding United and Delta’s

discovery obligations;

viii. performed extensive research and analysis, and consulted with Co-Lead

counsel and co-counsel regarding the appropriate custodial and

departmental files that would be searched in connection with United’s and

Delta’s document productions in this case, as well as the temporal scope

of the productions from those custodial and departmental files;

ix. assisted counsel responsible for third party discovery with discovery

requests seeking telephone records as pertains to United and Delta

personnel;

x. reviewed, evaluated and challenged United’s Civil Investigative Demand

privilege log entries and claims, and engaged in extensive meet and confer

with United counsel regarding same resulting in an agreement that in lieu

of Plaintiffs filing a motion to compel, that United would re-log all

responsive documents in this action;

xi. conducted research and analysis, and selected and recommended proposed

deponents for defendants United and Delta;

xii. conducted review and analysis of documents for use in the depositions of

United and Delta personnel; and


4

xiii. prepared deposition strategies for use in the depositions of United and

Delta personnel.

c. Zelle also researched, analyzed and prepared work product for use in discovery

and case analyses, including drafting defendant liability memoranda and working

with United and the Delta team members to prepare memoranda and other work

product regarding defendants’ liability.




lodestar of $1,477,327.00. This summary was prepared from contemporaneous, daily time

records regularly prepared and maintained by my firm. The lodestar amount reflected in Exhibit

A is for work assigned by Co-Lead Counsel, and was performed by professional staff at my law



included in Exhibit A are the usual and customary hourly rates charged by Zelle LLP. Any




8. Zelle LLP has expended a total of $2,738.86 in unreimbursed costs and expenses


2018, as set forth in Exhibit B attached hereto. All of these expenses incurred by Zelle LLP in




5


9. Zelle LLP also contributed $65,000 to the litigation fund. My firm is not seeking





knowledge.


foregoing is true and correct. Executed on November 8, 2018 at San Francisco, CA.

/s/ Christopher T. Micheletti Christopher T. Micheletti

4844-4049-2410



1 4841-9767-7434

EXHIBIT A

ZELLE LLP




Hours

Rate Total Lodestar

Chris T. Micheletti (2016) P 3.0 $ 800.00 $ 2,400.00 Chris T. Micheletti (2017) P 605.7 $ 800.00 $ 484,560.00 Chris T. Micheletti (2018) P 140.8 $ 800.00 $ 112,640.00 Woody N. Peterson (2018) P 151.3 $ 800.00 $ 121,040.00 Judith A. Zahid (2017) P 0.9 $ 750.00 $ 675.00 Shannon M. O’Malley (2017) P 1.2 $ 700.00 $ 840.00 Jiangxiao (Athena) Hou (2016) P 12.1 $ 675.00 $ 8,167.50 Qianwei Fu (2017) P 0.2 $ 615.00 $ 123.00 Eric W. Buetzow (2017) A 263.3 $ 500.00 $ 131,650.00 Eric W. Buetzow (2018) A 13.9 $ 500.00 $ 6,950.00 Heather T. Rankie (2017) A 428.4 $ 500.00 $ 214,200.00 Heather T. Rankie (2018) A 303.6 $ 500.00 $ 151,800.00 Christina Tabacco (2017) A 435.3 $ 435.00 $ 189,355.50 Christina Tabacco (2018) A 73.8 $ 445.00 $ 32,841.00 James S. Dugan (2017) LC 1.5 $ 290.00 $ 435.00 Robert Newman (2016) PA 0.2 $ 275.00 $ 55.00 Robert Newman (2017) PA 23.7 $ 290.00 $ 6,873.00 Robert Newman (2018) PA 33.6 $ 295.00 $ 9,912.00 Marie J. Babione (2016) PA 3.5 $ 235.00 $ 822.50 Marie J. Babione (2017) PA 2.5 $ 245.00 $ 612.50 Marie J. Babione (2018) PA 5.5 $ 250.00 $ 1,375.00

Grand Total: 2504.0 $ 1,477,327.00




EXHIBIT B

ZELLE LLP

Expenses Incurred



Court Costs / Court Filing Fees $ Experts / Consultants $ Federal Express / UPS / Other Messenger Services $ Postage / U.S. Mail $ Service of Process $ Hearing Transcripts $ Investigation $ Lexis / Westlaw / PACER $ 480.62 Other Expenses Approved By Co-Leads $ Photocopies – In House $ 1,944.50 Photocopies – Outside $ Telephone / Facsimile $ 313.74 Travel – Transportation $ Travel – Meals $ Travel – Hotels $

TOTAL: $ 2,738.86

4847-3474-4954


EXHIBIT 40


1


DECLARATION OF DAVID M. CIALKOWSKI IN SUPPORT OF CLASS COUNSEL’S APPLICATION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES

SUBMITTED ON BEHALF OF ZIMMERMAN REED LLP

I, David M. Cialkowski, declare and state as follows:

1. I am a Partner of Zimmerman Reed LLP. During the pendency of this litigation,



herein.








4. Zimmerman Reed LLP has prosecuted this litigation solely on a contingent-fee





2

against the defendants. While Zimmerman Reed LLP devoted its time and resources to this


5. During the course of this litigation, Zimmerman Reed LLP has been involved in


Counsel: [Provided Detailed Description].



spent by my firm during this period of time was 1563.6 with a corresponding historical lodestar






included in Exhibit A are the usual and customary hourly rates charged by Zimmerman Reed




8. Zimmerman Reed LLP has expended a total of $2,882.36 in unreimbursed costs



Zimmerman Reed LLP in connection with this litigation were reasonably necessary in the




3


9. Zimmerman Reed LLP also contributed to the litigation fund. My firm is not





knowledge.



/s/ David M. Cialkowski David M. Cialkowski



1

EXHIBIT A

ZIMMERMAN REED LLP




Hours

Rate Total Lodestar

Adam K. Hill (AKH) PA .9 $200.00 $180.00 Behdad C. Sadeghi (BCS) A 2.3 $300.00 $690.00 Behdad C. Sadeghi (BCS) A 278 $450.00 $125,100.00 Behdad C. Sadeghi (BCS) A 275.8 $500.00 $137,900.00 Brian C. Gudmundson (BCG)

P .2 $695.00 $139.00

Charles S. Zimmerman (CSZ)

P .2 $800.00 $160.00

David M. Cialkowski (DMC)

P 497.5 $695.00 $345,762.50

Heidi S. Cuppy (HSC) PA 33.3 $200.00 $6,660.00 J. Gordon Rudd, Jr. (JGR) P 2.9 $795.00 $2,305.50 Jack M. McFarland (JMM) A 457 $300.00 $137,100.00 June P. Hoidal (JPH) P .5 $695.00 $347.50 Karen M. Colt (KMC) PA 1.8 $275.00 $495.00 Leslie A. Harms (LAH) PA 4.2 $275.00 $1,155.00 William D. DeKrey (WDD)

A 9 $375.00 $3,375.00

Grand Total: 1563.6 $761,369.50




EXHIBIT B

ZIMMERMAN REED LLP

Expenses Incurred



Court Costs / Court Filing Fees $ Experts / Consultants $ Federal Express / UPS / Other Messenger Services $196.86 Postage / U.S. Mail $ Service of Process $ Hearing Transcripts $ Investigation $ Lexis / Westlaw / PACER $162.85 Other Expenses Approved By Co-Leads $58.91 Photocopies – In House $372.70 Photocopies – Outside $ Telephone / Facsimile $607.78 Travel – Transportation $872.37 Travel – Meals $145.50 Travel – Hotels $465.39

TOTAL: $2,882.36


EXHIBIT 41


1


DECLARATION OF DAN DRACHLER IN SUPPORT OF CLASS COUNSEL’S APPLICATION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES

SUBMITTED ON BEHALF OF ZWERLING, SCHACHTER & ZWERLING, LLP

I, Dan Drachler, declare and state as follows:

1. I am Of Counsel to Zwerling, Schachter & Zwerling, LLP (“Zwerling,

Schachter”). During the pendency of this litigation, my firm has acted as class counsel to

plaintiffs. I make this declaration based on my personal knowledge and if called as a witness, I

could and would competently testify to the matters stated herein.








4. Zwerling, Schachter has prosecuted this litigation solely on a contingent-fee





2

against the defendants. While Zwerling, Schachter devoted its time and resources to this matter,


5. During the course of this litigation, Zwerling, Schachter has been involved in the


Counsel: Zwerling, Schachter was heavily involved in the document review process, which

included having status meetings with co-counsel as well as with my firm’s team of reviewers;

communicating with our client to provide updates on the status of litigation; Zwerling, Schachter

was involved with plaintiff discovery issues, which included gathering and review of documents

and communications with supervising counsel.









included in Exhibit A are the usual and customary hourly rates charged by Zwerling, Schachter.




8. Zwerling, Schachter has expended a total of $189.94 in unreimbursed costs and



3


Zwerling, Schachter in connection with this litigation were reasonably necessary in the




9. Zwerling, Schachter also contributed to the litigation fund. My firm is not





knowledge.


foregoing is true and correct. Executed on November 8, 2018 at Seattle, Washington.

/s/ Dan Drachler Dan Drachler



1

EXHIBIT A

Zwerling, Schachter & Zwerling, LLP




Hours

Rate Total Lodestar

Robert S. Schachter P 9.8 $800 $7,840.00 Dan Drachler OC 13.5 $775 $10,462.50 Sona R. Shah SC 13.4 $650 $8,710.00 Ana M. Cabassa A 3.6 $500 $1,800.00 Donatella Keohane DR 1,605.8 $300 $481,740.00 Eric Parker DR 20.3 $300 $6,090.00 $ $ $ $ $ $ $ $ $ $ $ $

Grand Total: 1666.4 $516,642.50

1 Professional Status Abbreviations: P: Partner; OC: Of Counsel; SC: Senior Counsel; A: Associate; DR: Document Reviewer; CR: Contract Document Reviewer; SA: Staff Attorney; PA: Paralegal; LC: Law Clerk.



EXHIBIT B

Zwerling, Schachter & Zwerling, LLP

Expenses Incurred



Court Costs / Court Filing Fees $ Experts / Consultants $ Federal Express / UPS / Other Messenger Services $37.34 Postage / U.S. Mail $7.85 Service of Process $ Hearing Transcripts $ Investigation $ Lexis / Westlaw / PACER $ Other Expenses Approved By Co-Leads $ Photocopies – In House $144.75 Photocopies – Outside $ Telephone / Facsimile $ Travel – Transportation $ Travel – Meals $ Travel – Hotels $

TOTAL: $189.94


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