Plaintiffs' Motion for Final Approval of Class Action Settlement And

Case: 1:11-cv-00226-TSB Doc #: 170 Filed: 03/02/18 Page: 1 of 52 PAGEID #: 7128

1 BLOOD HURST & O’REARDON, LLP TIMOTHY G. BLOOD (CA 149343) 2 LESLIE E. HURST (CA 178432) THOMAS J. O’REARDON II (CA 247952) 3 501 West Broadway, Suite 1490 San Diego, CA 92101 4 Telephone: 619/338-1100 619/338-1101 (fax) 5 [email protected] [email protected] 6 [email protected]

7 Attorneys for Plaintiffs and the Class

8 [Additional counsel appear on signature page.]

10 UNITED STATES DISTRICT COURT

11 SOUTHERN DISTRICT OF OHIO LLP

, 12 DINO RIKOS, TRACEY BURNS, and Case No. 11-CV-00226-TSB LEO JARZEMBROWSKI, On Behalf of 13 Themselves, All Others Similarly Situated

EARDON CLASS ACTION and the General Public, O’R

14 PLAINTIFFS’ MOTION FOR FINAL

& Plaintiffs, APPROVAL OF CLASS ACTION 15 SETTLEMENT AND REQUEST FOR

URST v. AWARD OF ATTORNEYS’ FEES AND

H 16 EXPENSES THE PROCTER & GAMBLE 17 COMPANY, LOOD LOOD

B Date: April 16, 2018 18 Defendant. Time: 10:00 a.m. Judge: Hon. Timothy S. Black 19 Courtroom: 815

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1 Pursuant to Fed. R. Civ. P. 23, Plaintiffs Dino Rikos, Tracey Burns, and Leo

2 Jarzembowski, move for entry of a judgment and final approval order consistent with the terms 3 of the Parties’ Stipulation of Settlement, including its exhibits: 4 (1) Confirming the appointment of Dino Rikos, Tracey Burns, and Leo 5 Jarzembowski as the Class Representatives for the Settlement Class; 6 (2) Confirming certification of the Settlement Class; 7 (3) Confirming the appointment as Class Counsel of Timothy G. Blood and 8 Thomas J. O’Reardon II of Blood Hurst and O’Reardon, LLP;

9 (4) Granting final approval of the Settlement, including the Settlement Agreement 10 and its exhibits (the “Settlement”), and finding the Settlement to be fair, reasonable, and

11 adequate; LLP

, 12 (5) Finding that the form, content, and methods of disseminating Class Notice of 13 the Settlement constituted the best notice practicable under the circumstances and satisfied the EARDON O’R

14 requirements of Fed. R. Civ. P. 23(c) and the United States Constitution (including the due & 15 process clause); URST

H 16 (6) Awarding Attorneys’ Fees and Expenses, and Class Representative service 17 awards; and LOOD LOOD B 18 (7) Dismissing the Action with prejudice as provided for by the Settlement. 19 This Motion is based on the proposed Settlement, the accompanying Memorandum of 20 Points and Authorities submitted by Plaintiffs, the supporting declarations and exhibits, all 21 pleadings and documents on file (including, but not limited to, Plaintiffs’ Motion for 22 Preliminary Approval (Doc. No. 166) and the Court’s Preliminary Approval Order (Doc. 23 No. 167)), and upon such evidence and arguments as may properly come before the Court at

24 the time of the hearing. 25 /// 26 /// 27 /// 28 ///

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1 A proposed Final Judgment and Order Approving Settlement is attached as Exhibit 2 to

2 the Declaration of Timothy G. Blood in Support of Motion for Preliminary Approval of Class 3 Action Settlement. See Doc. No. 166-2 at PageID 6927. 4 Dated: March 2, 2018 BLOOD HURST & O’REARDON, LLP TIMOTHY G. BLOOD (CA 149343) 5 LESLIE E. HURST (CA 178432) THOMAS J. O’REARDON II (CA 247952) 6 By: s/ Timothy G. Blood 7 TIMOTHY G. BLOOD 8 501 West Broadway, Suite 1490 San Diego, CA 92101 9 Tel: 619/338-1100 619/338-1101 (fax) 10 [email protected]

[email protected] 11 [email protected] LLP

, Attorneys for Plaintiffs and the Class 12 FUTSCHER LAW PLLC 13 EARDON DAVID A. FUTSCHER 913 N. Oak Drive O’R 14 Villa Hills, KY 41017 & Tel: 859/912-2394 15 [email protected] URST

H 16 NICHOLAS & TOMASEVIC, LLP CRAIG M. NICHOLAS (178444) 17 ALEX M. TOMASEVIC (245598) LOOD LOOD

B 225 Broadway, 19th Floor 18 San Diego, CA 92101 Tel: 619/325-0492 19 619/325-0496 (fax) [email protected] 20 [email protected] MORGAN & MORGAN, P.A. 21 RACHEL L. SOFFIN One Tampa City Center 22 201 N. Franklin St., 7th Floor Tampa, FL 33602 23 Tel: 813/223-5505 813/223-5402 (fax) 24 [email protected] 25 O’BRIEN LAW FIRM, PC EDWARD K. O’BRIEN 26 One Sundial Avenue, 5th Floor Manchester, NH 03103 27 Tel: 603/668-0600 603/672-3815 (fax) 28 [email protected]

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1 SAMUEL ISSACHAROFF 40 Washington Square South 2 New York, NY 10012 Tel: 212/998-6580 3 [email protected] BONNETT, FAIRBOURN, FRIEDMAN 4 & BALINT, P.C. ANDREW S. FRIEDMAN 5 ELAINE A. RYAN PATRICIA N. SYVERSON (203111) 6 2325 E. Camelback Road, Suite 300 Phoenix, AZ 85016 7 Tel: 602/274-1100 602/798-5860 (fax) 8 [email protected] [email protected] 9 [email protected] 10 Additional Attorneys for Plaintiffs

11 LLP

, 12 13 EARDON O’R

14 & 15 URST

H 16 17 LOOD LOOD B 18 19 20 21 22 23

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1 S.D. OHIO CIV. R. 7.2(a)(3) MEMORANDUM SUMMARY 2 Pursuant to S.D. Ohio Civ. R. 7.2(a)(3) and this Court’s Civil Procedures, plaintiffs 3 Dino Rikos, Tracey Burns, and Leo Jarzembowski (“Plaintiffs”) respectfully submit this 4 summary regarding their over length memorandum in support of their motion for final 5 approval of class action settlement and request for an award of attorneys’ fees and expenses. 6 Plaintiffs and P&G seek final approval of a nationwide class action settlement. This 7 memorandum is filed on behalf of Plaintiffs. The proposed Settlement has been reached after 8 seven years of litigation that included extensive motion practice before this Court, the Sixth

9 Circuit and the U.S. Supreme Court, fact and expert discovery involving over 770,000 pages 10 of documents, subpoenas to more than 30 third-parties, 19 depositions, 14 testifying experts,

11 21 expert declarations and reports, and protracted settlement negotiations with three different LLP

, 12 mediators before and after rulings on class certification. The proposed settlement is fair, 13 reasonable and adequate and readily meets the standards for final approval. Furthermore, EARDON O’R

14 Plaintiffs’ Counsel’s request for an award of attorneys’ fees and expenses, and for Class & 15 Representative service awards are fair, reasonable and well within the ranges set by governing URST

H 16 case law. 17 Section I (pages 1-2) is a brief introduction that summarizes the primary reasons why LOOD LOOD B 18 the proposed settlement should receive final approval and the proposed fee award should be 19 granted, including outlining the Settlement’s benefits, and the successful Class Notice 20 Program. 21 Section II (page 2) sets forth the general history of the litigation, including the 22 substantial motion practice, appeal, and party, third-party and expert discovery. Further detail 23 is provided in the Declaration of Timothy G. Blood in Support of Motion for Preliminary

24 Approval of Class Action Settlement. See Doc. No. 166-1 25 Section III (pages 3-8) discusses the terms of the Settlement. Under the Settlement,

26 P&G will provide up to $15 million in cash refunds, plus at least $5 million and up to $10 27 million in Digestive Health Improvement Contributions that will directly benefit the 28 Settlement Class. To obtain the cash payments, Settlement Class Members need only return a

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1 simple Claim Form, and no proof of purchase is required. P&G will separately pay all notice

2 and settlement administration expenses, awards of Plaintiffs’ Counsel’s attorneys’ fees and 3 costs, and Class Representative service awards. P&G agrees to not make the “clinically 4 proven” five symptom relief advertising claims absent new supporting clinical data or analysis, 5 or a change in the product formula. 6 Section IV (pages 8-15) discusses application of the requirements of final settlement 7 approval, and factors considered by courts in this Circuit. At final approval, the court’s role is 8 to determine whether the settlement is not collusive and, “taken as a whole, is fair, reasonable

9 and adequate to all concerned.” Clark Equipment Co. v. International Union, Allied Industrial 10 Workers, 803 F.2d 878, 880 (6th Cir. 1986); see also Fed. R. Civ. P. 23(e)(2). The Settlement

11 is fair, reasonable, and adequate, and should be finally approved. LLP

, 12 Section V (pages 15-18) sets forth and applies Rule 23’s certification requirements to 13 the Settlement Class. With one exception, the proposed Settlement Class is identical to the one EARDON O’R

14 certified by this Court and affirmed by the Sixth Circuit: the Settlement Class is nationwide. & 15 The proposed Settlement Class meets the requirements of Rules 23(a) and (b)(3). See In re URST

H 16 Whirlpool Corp. Front-Loading Washer Prods. Liab. Litig., No. 1:08-WP-65000 (MDL 2001), 17 2016 U.S. Dist. LEXIS 130467, at *20-24 (N.D. Ohio Sept. 23, 2016) (citing Amchem, 521 LOOD LOOD B 18 U.S. at 620). 19 Section VI (pages 18-19) discusses why the Court-approved Class Notice Program was 20 adequate and satisfies Rule 23 and all other due process requirements. Class Notice was 21 widely disseminated using multiple print and online components specifically designed to reach 22 Settlement Class Members, successfully reached more than 80 percent of Settlement Class 23 Members with an average frequency of 2.7 times, generated over 221 million impressions, and

24 has led to the submission of over 150,000 claims by Settlement Class Members. 25 Section VII (pages 19-32) discusses Plaintiffs’ Counsel’s proposed fee and expense 26 award. The proposed fee award, which is approximately 20.4% of the Settlement’s minimum 27 benefits and represents a negative 0.88 lodestar of Plaintiffs’ Counsel’s time readily meets the 28 fair and reasonable standard and Ramey factors, and should be approved. Further, the proposed

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1 expenses were reasonably and necessarily incurred throughout seven-plus years of intense

2 litigation, and are of the sort that would typically be billed to paying clients in the marketplace. 3 Finally, Section VIII (pages 32-33) discusses why the Class Representative service 4 awards should be approved. Each Plaintiff participated in discovery, sat for deposition, and 5 remained informed and involved throughout the lengthy litigation. The modest $2,500 awards 6 are justified in light of Plaintiffs’ risks and efforts and should be approved. 7 8

9 10

11 LLP

, 12 13 EARDON O’R

14 & 15 URST

H 16 17 LOOD LOOD B 18 19 20 21 22 23

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1 TABLE OF CONTENTS

2 Page

3 I. INTRODUCTION ...... 1

4 II. HISTORY OF THE LITIGATION ...... 3

5 III. THE SETTLEMENT ...... 3

6 A. Settlement Benefits ...... 3

7 1. Cash Refunds ...... 3

8 2. Digestive Health Improvement Contributions ...... 4

9 3. Injunctive Relief ...... 4

10 4. Notice and Claim Administration Expenses ...... 5

11 5. Attorneys’ Fees and Expenses ...... 5 LLP

, 12 B. Release and Waiver ...... 5 13 EARDON C. The Court-Approved Class Notice Program ...... 6 O’R 14 IV. THE SETTLEMENT MERITS FINAL APPROVAL ...... 8 & 15 A. The Settlement Is the Product of Good Faith, Informed, and Arm’s-

URST Length Negotiations Conducted Before a Respected Mediator Following H 16 Seven Years of Protracted Litigation ...... 10 17 LOOD LOOD 1. There Is No Fraud or Collusion ...... 10 B 18 2. Extensive Discovery Was Conducted by Both Parties and Contributed to This Settlement ...... 11 19 B. The Settlement Provides Substantial Benefits to Settlement Class 20 Members and Serves an Important Public Interest ...... 11

21 C. The Risk, Expense, Complexity, and Likely Duration of Further Litigation Support Final Approval ...... 13 22 D. The Experience and Views of Counsel ...... 15 23 V. THE CLASS SHOULD BE CERTIFIED FOR SETTLEMENT PURPOSES ...... 15 24 VI. CLASS NOTICE SATISFIED THE REQUIREMENTS OF DUE PROCESS ...... 18 25 VII. THE FEE AND EXPENSE REQUEST SHOULD BE APPROVED ...... 19 26 A. Courts Accord Great Weight to the Fee Negotiated by the Parties...... 19 27 B. Legal Standards for Consideration of the Fee and Expense Award...... 21 28

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1 C. The Requested Fee Award Is Fair and Reasonable ...... 21

2 1. Value of the Benefits Rendered to the Class ...... 24

3 2. Rewarding Attorneys for the Benefit to Society ...... 25

4 3. Contingent Fee Basis of Services Rendered ...... 26

5 4. The Value of the Services on an Hourly Basis ...... 27

6 a) The Hourly Rates Are Reasonable ...... 27

7 b) The Hours Expended Are Reasonable ...... 29

8 5. The Complexity of the Litigation ...... 30

9 6. Professional Skill and Standing of All Counsel ...... 31

10 D. Plaintiffs’ Expenses Are Reasonable and Compensable ...... 31

11 VIII. THE SERVICE AWARDS ARE REASONABLE AND APPROPRIATE ...... 32 LLP

, 12 IX. CONCLUSION ...... 33 13 EARDON O’R

14 & 15 URST

H 16 17 LOOD LOOD B 18 19 20 21 22 23

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1 TABLE OF AUTHORITIES

2 Page(s)

3 Cases

4 Amchem Prods., Inc. v. Windsor, 521 U.S. 591 (1997) ...... 16 5 6 Amos v. PPG Indus., No. 2:05-cv-70, 2015 U.S. Dist. LEXIS 106944 7 (S.D. Ohio Aug. 13, 2015) ...... 14, 15, 27 8 Arnold v. FitFlop USA, LLC, No. 11-CV-0973 W (KSC), 2014 U.S. Dist. LEXIS 58800 9 (S.D. Cal. Apr. 28, 2014) ...... 18

10 Bailey v. AK Steel Corp., No. 1:06-cv-468, 2008 U.S. Dist. LEXIS 18838 11

LLP (S.D. Ohio Feb. 28, 2008) ...... 20

, 12 Blum v. Stenson, 13 465 U.S. 886 (1984) ...... 27 EARDON Boeing Co. v. Van Gemert, O’R

& 444 U.S. 472 (1980) ...... 22, 23 15 Bowling v. Pfizer, Inc., URST

H 16 143 F.R.D. 141 (S.D. Ohio 1992) ...... 9 17 LOOD LOOD Brent v. Midland Funding, LLC,

B No. 3:11 CV 1332, 2011 U.S. Dist. LEXIS 98763 18 (N.D. Ohio Sept. 1, 2011) ...... 16

19 In re Broadwing, Inc. ERISA Litig., 20 252 F.R.D. 369 (6th Cir. 2006) ...... 22 21 Bronson v. Bd. of Educ. of City Sch. Dist. of City of Cincinnati, 604 F. Supp. 68 (S.D. Ohio 1984) ...... 11, 12 22 Brotherton v. Cleveland, 23 141 F. Supp. 2d 907 (S.D. Ohio 2001)...... 32

24 In re Cardinal Health Inc. Sec. Litigs., 528 F. Supp. 2d 752 (S.D. Ohio 2007)...... 21, 27, 30, 31 25 In re Cardizem CD Antitrust Litig., 26 218 F.R.D. 508 (E.D. Mich. 2003) ...... 31, 32 27 Carter v. Forjas Taurus S.A., 28 No. 1:13-CV-24583-PAS, 2016 U.S. Dist. LEXIS 96054 (S.D. Fla. July 22, 2016) ...... 18 ix No. 1:11-cv-226-TSB 00131658 PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF CLASS ACTION SETTLEMENT

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1 City of Detroit v. Grinnell Corp., 495 F.2d 448 (2d Cir. 1974), abrogated on other grounds by 2 Goldberger v. Integrated Res., Inc., 209 F.3d 43 (2d Cir. 2000) ...... 12

3 Clark Equipment Co. v. International Union, Allied Industrial Workers, 803 F.2d 878 (6th Cir. 1986) ...... 8 4 5 Clark v. Experian Info. Solutions, Inc., No. 00-1217, 2004 U.S. Dist. LEXIS 32063 6 (D.S.C. Apr. 20, 2004) ...... 21 7 Cohn v. Nelson, 375 F. Supp. 2d 844 (E.D. Mo. 2005) ...... 20 8 In re Colgate-Palmolive Softsoap Antibacterial Hand Soap Mktg. & Sales 9 Practices Litig., No. 12-md-2320-PB, 2015 U.S. Dist. LEXIS 154602 10 (D.N.H. Nov. 16, 2015) ...... 18

LLP Connectivity Sys. Inc. v. Nat’l City Bank,

, 12 No. 2:08-cv-1119, 2011 U.S. Dist. LEXIS 7829 (S.D. Ohio Jan. 25, 2011) ...... 21 13 EARDON Consumer Advocates v. Echostar Satellite Corp.,

O’R 113 Cal. App. 4th 1351 (2003)...... 14 14 & 15 Dennis v. Kellogg Co.,

URST No. 09-CV-1786-L (WMC), 2013 U.S. Dist. LEXIS 163118 H 16 (S.D. Cal. Nov. 14, 2013)...... 28 17 LOOD LOOD Dudenhoeffer v. Fifth Third Bancorp, B No. 1:08-CV-538-SSB, 2016 U.S. Dist. LEXIS 187041 18 (S.D. Ohio July 11, 2016) ...... 10 19 In re Dun & Bradstreet Customer Litig., 20 130 F.R.D. 366 (S.D. Ohio 1990) ...... 32, 33 21 Eisen v. Carlisle & Jacquelin, 417 U.S. 156 (1974) ...... 18 22 Enter. Energy Corp. v. Columbia Gas Transmission Corp., 23 137 F.R.D. 240 (S.D. Ohio 1991) ...... 10, 32

24 In re Ford Motor Co. Spark Plug & Three Valve Engine Prods. Liab. Litig., No. 1:12-MD-2316, 2016 U.S. Dist. LEXIS 188074 25 (N.D. Ohio Jan. 26, 2016) ...... 9, 12, 29 26 Gascho v. Global Fitness Holdings, LLC, 27 822 F.3d 269 (6th Cir. 2016) ...... passim 28

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1 Gentrup v. Renovo Servs., LLC, No. 1:07CV430, 2011 U.S. Dist. LEXIS 67887 2 (S.D. Ohio June 24, 2011) ...... 26

3 Granada Invest., Inc. v. DWG Corp., 962 F.2d 1203 (6th Cir. 1992) ...... 8, 12, 24 4 5 Gutierrez v. Wells Fargo Bank, N.A., No. C 07-05923 WHA, 2015 U.S. Dist. LEXIS 67298 6 (N.D. Cal. May 21, 2015) ...... 28 7 Hainey v. Parrott, 617 F. Supp. 2d 668 (S.D. Ohio 2007)...... 25 8 Hanlon v. Chrysler Corp., 9 150 F.3d 1011 (9th Cir. 1998) ...... 17

10 Harrison v. Bloomfield Bldg. Industries, Inc., 435 F.2d 1192 (6th Cir. 1970) ...... 21 11 LLP

, Hemphill v. S.D. Ass’n of Realtors, Inc., 12 225 F.R.D. 616 (S.D. Cal. 2004) ...... 30 13 EARDON Hensley v. Eckerhart,

O’R 461 U.S. 424 (1983) ...... 20

14 & 15 Hughes v. Kore of Indiana Enter.,

URST 731 F.3d 672 (7th Cir. 2013) ...... 18

H 16 In re Hydroxycut Mktg. & Sales Practices Litig., 17 LOOD LOOD No. 09md2087 BTM (KSC), 2014 U.S. Dist. LEXIS 162106 B (S.D. Cal. Nov. 18, 2014)...... 28 18 Ingram v. The Coca-Cola Co., 19 200 F.R.D. 685 (N.D. Ga. 2001) ...... 20 20 In re Ins. Brokerage Antitrust Litig., 21 579 F.3d 241 (3d Cir. 2009) ...... 29 22 In re Inter-Op Hip Prosthesis Liab. Litig., 204 F.R.D. 359 (N.D. Ohio 2001) ...... 10 23 Johns v. Bayer Corp., 24 No. 09cv1935 AJB (DHB), 2013 U.S. Dist. LEXIS 14933 (S.D. Cal. Feb. 1, 2013) ...... 19 25 Johnson v. General Mills, Inc., 26 No. SACV 10-00061-CJC(ANx), 2013 U.S. Dist. LEXIS 90338 27 (C.D. Cal. June 17, 2013) ...... 28, 30 28 Johnston v. Comerica Mortg. Corp., 83 F.3d 241 (8th Cir. 1996) ...... 21 xi No. 1:11-cv-226-TSB 00131658 PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF CLASS ACTION SETTLEMENT

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1 Jones v. Capitol Broad. Co., 128 N.C. App. 271 (1998) ...... 14 2 Kimber Baldwin Designs, LLC v. Silv Communs., Inc., 3 No. 1:16-cv-448, 2017 U.S. Dist. LEXIS 186830 (S.D. Ohio Nov. 13, 2017) ...... 22, 25, 32 4 5 Kitzes v. Home Depot, U.S.A., Inc., 374 Ill. App. 3d 1053 (2007) ...... 14 6 Laffitte v. Robert Half Int’l, Inc., 7 1 Cal. 5th 480 (Cal. 2016) ...... 30 8 Latman v. Costa Cruise Lines, N.V., 758 So. 2d 699 (Fla. App. 2000) ...... 14 9 Lavie v. Procter & Gamble Co., 10 105 Cal. App. 4th 496 (2003)...... 14

LLP Lobatz v. U.S. W. Cellular of Cal., Inc.,

, 222 F.3d 1142 (9th Cir. 2000) ...... 30 12 13 Lonardo v. Travelers Indem. Co., EARDON 706 F. Supp. 2d 766 (N.D. Ohio 2010) ...... passim O’R

& Lucas v. Kmart Corp., 15 234 F.R.D. 688 (D. Colo. 2006) ...... 20 URST

H 16 In re M3 Power Razor Sys. Mktg. & Sales Practices Litig., 270 F.R.D. 45 (D. Mass. 2010) ...... 17 17 LOOD LOOD

B Makaeff v. Trump Univ., LLC, 18 No. 10cv0940 GPC (WVG), 2015 U.S. Dist. LEXIS 46749 (S.D. Cal. Apr. 9, 2015) ...... 28 19 20 Manners v. Am. Gen. Life Ins. Co., No. 3-98-0266, 1999 U.S. Dist. LEXIS 22880 21 (M.D. Tenn. Aug. 10, 1999)...... 20 22 Masters v. Wilhelmina Model Agency, Inc., 473 F.3d 423 (2d Cir. 2007) ...... 22, 23 23 Mees v. Skreened, Ltd., 24 No. 2:14-cv-142, 2016 U.S. Dist. LEXIS 1242 (S.D. Ohio Jan. 6, 2016) (33%) ...... 22 25 In re Mex. Money Transfer Litig., 26 267 F.3d 743 (7th Cir. 2001) ...... 16, 17 27 Moore v. Aerotek, Inc., 28 No. 2:15-cv-2701, 2017 U.S. Dist. LEXIS 102621 (S.D. Ohio June 30, 2017) ...... 13, 22 xii No. 1:11-cv-226-TSB 00131658 PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF CLASS ACTION SETTLEMENT

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1 Moulton v. United States Steel Corp., 581 F.3d 344 (6th Cir. 2009) ...... 22, 23 2 Mullane v. Cent. Hanover Bank & Trust Co., 3 339 U.S. 306 (1950) ...... 18

4 Mulligan v. Choice Mortg. Corp. USA, 5 No. 96-596-B, 1998 U.S. Dist. LEXIS 13248 (D. N.H. Aug. 11, 1998) ...... 14 6 New England Health Care Emples. Pension Fund v. Fruit of the Loom, Inc., 7 234 F.R.D. 627 (W.D. Ky. 2006) ...... 31, 32 8 In re Online DVD-Rental Antitrust Litig., 779 F.3d 934 (9th Cir. 2015) ...... 23 9 People Who Care v. Rockford Bd. of Educ., 10 90 F.3d 1307 (7th Cir. 1996) ...... 27

LLP In re Pharm. Indus. Average Wholesale Price Litig.,

, 230 F.R.D. 61 (D. Mass. 2005) ...... 17 12 13 Physicians v. Winter Haven LLC v. Steris Corp., EARDON No. 1:10 CV 264, 2012 U.S. Dist. LEXIS 15581

O’R (N.D. Ohio Feb. 6, 2012) ...... 23, 32

14 & 15 Poertner v. Gillette Co.,

URST 618 Fed. Appx. 624 (11th Cir. 2015) ...... 6

H 16 In re Polyurethane Foam Antitrust Litig., 17 LOOD LOOD 168 F. Supp. 3d 985 (N.D. Ohio 2016) ...... 12, 23 B 18 Preston v. Craig Transp. Co., No. 3:14 CV 1410, 2015 U.S. Dist. LEXIS 183019 19 (N.D. Ohio Oct. 29, 2015)...... 14 20 Priddy v. Edelman, 21 883 F.2d 438 (6th Cir. 1989) ...... 10 22 Ramey v. Cincinnati Enquirer, Inc., 508 F.2d 1188 (6th Cir. 1974) ...... 24, 25 23 Ranney v. Am. Airlines, 24 No. 1:08cv137, 2016 U.S. Dist. LEXIS 14905 (S.D. Ohio Feb. 8, 2016) ...... 22 25 Rawlings v. Prudential-Bache Properties, 26 9 F.3d 513 (6th Cir. 1993) ...... 21, 27 27 Redington v. Goodyear Tire & Rubber Co., 28 No. 5:07-cv-1999, 2008 U.S. Dist. LEXIS 64639 (N.D. Ohio Aug. 22, 2008) ...... 13 xiii No. 1:11-cv-226-TSB 00131658 PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF CLASS ACTION SETTLEMENT

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1 In re Relativity Fashion, LLC, 565 B.R. 50 (Bankr. S.D.N.Y. 2017) ...... 29 2 Ridley v. Wendel, 3 795 S.E.2d 807 (N.C. Ct. App. 2016) ...... 14

4 Rikos v. P&G, 5 No. 1:11-cv-226, 2014 U.S. Dist. LEXIS 109302 (S.D. Ohio June 19, 2014) ...... 17, 18, 26 6 Rodriguez v. West Publishing Corp., 7 563 F.3d 948 (9th Cir. 2009) ...... 32 8 Scales v. J.C. Bradford & Co., 925 F.2d 901 (6th Cir. 1991) ...... 27 9 In re Sears, Roebuck & Co. Front-Loading Washer Prods. Liab. Litig., 10 No. 06 C 7023, 2016 U.S. Dist. LEXIS 25290 (N.D. Ill. Feb. 29, 2016) ...... 17 11 LLP

, In re Skechers Toning Shoe Prods. Liab. Litig., 12 No. 11-md-2308, 2013 U.S. Dist. LEXIS 67441 13 (W.D. Ky. May 10, 2013) ...... 15, 28 EARDON

O’R Smith v. Ajax Magnethermic Corp.,

& No. 4:02CV0980, 2007 U.S. Dist. LEXIS 85551 15 (N.D. Ohio Nov. 7, 2007) ...... 15 URST

H 16 Spann v. J.C. Penney Corp., 211 F. Supp. 3d 1244 (C.D. Cal. 2016)...... 30 17 LOOD LOOD

B Spano v. Boeing Co., 18 No. 06-CV-743-NJR-DGW, 2016 U.S. Dist. LEXIS 161708 19 (S.D. Ill. Mar. 31, 2016) ...... 29 20 Stinson v. Delta Mgmt. Assocs., 302 F.R.D. 160 (S.D. Ohio 2014) ...... 25 21 Strube v. Am. Equity Inv. Life Ins. Co., 22 No. 6:01-cv-1236-Orl-19DAB, 2006 U.S. Dist. LEXIS 28582 (M.D. Fla. May 5, 2006) ...... 20 23 Sullivan v. DB Invs., Inc., 24 667 F.3d 273 (3d Cir. 2011) ...... 16

25 Swigart v. Fifth Third Bank, 26 No. 1:11-cv-88, 2014 U.S. Dist. LEXIS 94450 (S.D. Ohio July 11, 2014) ...... 22, 31 27 In re Telectronics Pacing Sys., Inc., 28 137 F. Supp. 2d 985 (S.D. Ohio 2001)...... 13

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1 Thompson v. Midwest Foundation Independent Physicians Asso., 124 F.R.D. 154 (S.D. Ohio 1988) ...... 9 2 Tyson Foods, Inc. v. Bouaphakeo, 3 136 S. Ct. 1036 (2016) ...... 15

4 UAW v. Gen. Motors Corp., 5 497 F.3d 615 (6th Cir. 2007) ...... 2, 9, 15 6 UAW v. GMC, No. 05-CV-73991-DT, 2006 U.S. Dist. LEXIS 14890 7 (E.D. Mich. March 31, 2006) ...... 15 8 United Steelworkers of Am. v. Phelps Dodge Corp., 896 F.2d 403 (9th Cir. 1990) ...... 27 9 Vassalle v. Midland Funding, LLC, 10 No. 3:11-cv-00096, 2014 U.S. Dist. LEXIS 146543 (N.D. Ohio Oct. 14, 2014)...... 12 11 LLP

, Vizcaino v. Microsoft Corp., 12 290 F.3d 1043 (9th Cir. 2002) ...... 23 13 EARDON Waggoner v. U.S. Bancorp,

O’R No. 5:14-cv-1626, 2016 U.S. Dist. LEXIS 179843

& (N.D. Ohio Dec. 29, 2016) ...... 9, 10 15

URST Warner v. Toyota Motor Sales, U.S.A., Inc.,

H 16 No. CV 15-2171 FMO, 2017 U.S. Dist. LEXIS 77576 (C.D. Cal. May 21, 2017) ...... 28 17 LOOD LOOD

B Waters v. Int’l Previous Metals Corp., 18 190 F.3d 1291 (11th Cir. 1999) ...... 22, 23 19 In re Whirlpool Corp. Front-Loading Washer Prods. Liab. Litig., 20 No. 1:08-WP-65000 (MDL 2001), 2016 U.S. Dist. LEXIS 130467 (N.D. Ohio Sept. 23, 2016) ...... 16 21 Williams v. MGM-Pathe Communs. Co., 22 129 F.3d 1026 (9th Cir. 1997) ...... 22

23 Statutes and Rules 24 28 U.S.C. §1715 ...... 19 25 Fed. R. Civ. Proc. Rule 23(a) ...... 15 26 Rule 23(b)(3) ...... 15 Rule 23(c)(2)(B) ...... 18 27 Rule 23(e) ...... 8 28 Rule 23(e)(1)(C) ...... 9 Rule 23(e)(2) ...... 2, 8 xv No. 1:11-cv-226-TSB 00131658 PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF CLASS ACTION SETTLEMENT

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1 Secondary Sources

2 Federal Judicial Center, Judges’ Class Action Notice and Claims Process Checklist and Plain Language Guide (2010) ...... 6 3 Manual for Complex Litigation (4th ed. 2004) 4 §21.62 ...... 8 5 §21.7 ...... 21 6 4 Alba Conte & Herbert Newberg, Newberg on Class Actions (4th ed. 2002) §11.41 ...... 9 7 5 William Rubenstein, Newberg on Class Actions (5th ed. 2015) 8 §13:14 ...... 10

9 10

11 LLP

, 12 13 EARDON O’R

14 & 15 URST

H 16 17 LOOD LOOD B 18 19 20 21 22 23

24 25

26 27 28

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1 MEMORANDUM IN SUPPORT 2 Plaintiffs submit this memorandum in support of their motion for final approval of the 3 proposed class action settlement and request for an award of attorneys’ fees and 4 reimbursement of expenses.

5 I. INTRODUCTION 6 After seven years of substantial litigation and shortly before trial was to begin, the 7 Parties reached a proposed settlement of this class action.1 Plaintiffs now seek final approval 8 of the proposed Settlement that has been preliminarily approved by this Court as fair,

9 reasonable, and adequate. See Doc. No. 167 (the Preliminary Approval Order). 10 Under the Settlement P&G will pay up to about $30.3 million in settlement benefits,

11 with a minimum of $20.3 million in benefits. This includes up to $15 million in cash payments LLP

, 12 where Settlement Class Members are eligible to receive cash refunds of up to $49.26. No proof 13 of purchase is required. P&G will also make payments ranging from $5 million to $10 million EARDON O’R

14 in the form of intellectual property, research and education grants, and/or product donations to & 15 research or education institution working to improve digestive health. Separate and apart from URST

H 16 other consideration under the Settlement, Defendant will also pay Notice and Claim 17 Administration Expenses, Attorneys’ Fees and Expenses, and Class Representative service LOOD LOOD B 18 awards, which are approximately $5.3 million, collectively. P&G must also abide by 19 injunctive relief that prohibits making the “clinically proven” five symptom relief claims, 20 absent new supporting clinical data or analysis, or a change in product formula. 21 The Settlement represents an excellent recovery for the Settlement Class—a point 22 confirmed by the large number of claims submitted by Settlement Class Members, and the 23 complete absence of any person who has so far elected to either opt out or object to the

24 Settlement. Indeed, since the thorough, Court-approved Class Notice program commenced on 25 January 15, 2018, there have been over 150,000 claims submitted by Settlement Class

26 27 1 All capitalized terms herein have the same meaning as set forth in the Stipulation of 28 Settlement (hereinafter “Settlement,” “Settlement Agreement,” or “SA”) that was filed with the Court on September 29, 2017. See Doc. No. 166-2 (the Settlement). 1 No. 1:11-cv-226-TSB 00131658 PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF CLASS ACTION SETTLEMENT

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1 Members, with no objections or requests to opt-out.2 See Declaration of Carla Peak on

2 Implementation of Settlement Notice Plan filed contemporaneously herewith (“Peak Notice 3 Implementation Decl.”), ¶¶10, 17, 19-20. 4 Moreover, the award of attorneys’ fees and expenses requested by Plaintiffs’ Counsel, 5 and which Defendant does not oppose, is well within the range established by the case law. 6 The Settlement provides that Defendant will not oppose an award of attorneys’ fees plus 7 reimbursement of expenses of $4.5 million, which will be in addition to and separate from the 8 Cash Refunds, DHIC, and Class Notice and Settlement administration expenses. After

9 deducting costs of $360,012.52, the requested award of attorneys’ fees is approximately 20.4% 10 of the $20.3 million minimum total paid by P&G under this Settlement. Plaintiffs’ Counsel

11 have prosecuted this litigation on a wholly contingent basis, accruing over $4.68 million in LLP

, 12 attorneys’ fees alone. Thus, as detailed below, the agreed-to fee award represents only 0.88 of 13 Plaintiffs’ Counsel’s lodestar. Accordingly, awarding Class Counsel’s requested attorneys’ EARDON O’R

14 fees and costs on behalf of themselves and the other Plaintiffs’ Counsel is well below the & 15 accepted range of attorney fee awards in class settlements. URST

H 16 The proposed Settlement is “fair, reasonable, and adequate” in accordance with Fed. R. 17 Civ. P. 23(e)(2) and warrants final approval by this Court, including final certification of the LOOD LOOD B 18 Settlement Class and approval of the negotiated attorneys’ fees, expenses, and Class 19 Representative service awards. Gascho v. Global Fitness Holdings, LLC, 822 F.3d 269, 276- 20 77 (6th Cir. 2016); UAW v. Gen. Motors Corp., 497 F.3d 615, 631 (6th Cir. 2007).3 Plaintiffs 21 respectfully request an order: (1) granting final approval of the Settlement; (2) certifying the 22 Settlement Class; (3) approving the request for attorneys’ fees and expenses; and (4) awarding 23 service awards to Plaintiffs Rikos, Burns, and Jarzembowski in the amount of $2,500 each, for

24 their efforts in representing the Class. 25

26 2 The deadline to opt-out or object to the Settlement is March 17, 2018. Pursuant to the Preliminary Approval Order (Doc. No. 167), Plaintiffs will respond to any objections on or 27 before April 9, 2018. 3 28 Unless otherwise specified, internal quotes and citations are omitted, and emphasis is in original. 2 No. 1:11-cv-226-TSB 00131658 PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF CLASS ACTION SETTLEMENT

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1 II. HISTORY OF THE LITIGATION 2 The Settlement was reached after seven years of hard-fought litigation that included an 3 appeal to the Sixth Circuit and petition for certiorari to the United States Supreme Court, 4 extensive investigation and party and non-party discovery, work with expert witnesses, 5 including preparation of expert reports for class certification and trial, and months of 6 settlement negotiations, including mediations with three separate mediators. Discovery 7 included over 772,000 pages of documents, 19 depositions, 21 reports from 14 experts, and 8 subpoenaed documents and testimony from over 30 third-parties who produced tens of

9 thousands of pages of documents. These efforts are detailed in the Declaration of Timothy G. 10 Blood in Support of Motion for Preliminary Approval of Class Action Settlement (“Blood

11 Preliminary Approval Decl.”). See Doc. No. 166-1 at ¶¶3-44, PageID 6870-6879; see also LLP

, 12 Doc. No. 166 (Preliminary Approval Motion) at PageID 6838-6842. 13

EARDON III. THE SETTLEMENT

O’R 14 A. Settlement Benefits & 15 1. Cash Refunds URST

H 16 Under the Settlement, Settlement Class Members may receive a Cash Refund of up to 17 $49.26 for three purchases of Align. The Cash Refund amount represents 50% of Align’s LOOD LOOD B 18 average retail price. P&G will pay out up to $15,000,000 in Cash Refunds. SA, §§IV.A.1-2. 19 To obtain the cash payment, Settlement Class Members need only return a simple Claim Form, 20 which features pictures of the Align packaging, and only requires Claimants to provide their 21 contact information and check one of three boxes that identify their purchases. SA, Ex. 3 22 (Claim Form). No proof of purchase is required. Claimants need only attest that the purchase 23 information is true and accurate. Id. Claim Forms are available for downloading at the

24 Settlement Website and Class Counsels’ website, and can be mailed or emailed upon request. 25 SA, §V.2. Claim Forms may be submitted online through the Settlement Website or via U.S. 26 mail to the Settlement Administrator. SA, §IV.A.2.b. 27 28

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1 2. Digestive Health Improvement Contributions 2 In addition to Cash Refunds, P&G will contribute a minimum of $5,000,000 and up to 3 $10,000,000 worth of Digestive Health Improvement Contributions (“DHIC”). The DHIC are 4 in addition to and do not reduce the $15,000,000 available for Cash Refunds. SA, §IV.4.A.1.b. 5 DHIC will be in the form of: (1) intellectual property and/or know-how; (2) research and/or 6 education grant(s); and/or (3) product donations to research and/or educational institutions 7 and/or programs working to improve digestive health. SA, §IV.4.A.1.a. All contributions are 8 subject to prior review and approval by Class Counsel. Id. Contributions will directly benefit

9 the Settlement Class by targeting U.S. consumers who suffer from Irritable Bowel Syndrome,

10 or who regularly seek assistance and care for their digestive health. SA, §IV.4.A.1.a. The value

11 of intellectual property and know-how contributions will be supported by an independent LLP

, 12 third-party appraiser qualified in valuing intellectual property and know-how. SA, §IV.6.a. 13 Grants will be valued at the dollar amount actually paid by P&G. SA, §IV.6.b. Product EARDON O’R

14 donations will be valued at the wholesale price P&G sells the products to distributors. & 15 SA, §IV.6.c. If eligible Cash Refund Claims are below $10,000,000, P&G will contribute URST

H 16 Additional DHIC so that the total aggregate contributions to the Settlement Class (including 17 Cash Refunds and all DHIC) will reach $15,000,000. SA, §IV.A.3.a.4 If the aggregate amount LOOD LOOD B 18 of eligible Claims exceeds $15,000,000, P&G will contribute additional DHIC up to a 19 maximum of $25,000,000 total value (including Cash Refunds and all DHIC) to the Settlement 20 Class. SA, §IV.A.3.b. The DHIC reflect the difficulty in locating consumers who purchased 21 these products during the Class period, to ensure that those who do not receive a cash payment 22 because it is not possible to locate them will nonetheless receive a meaningful settlement 23 benefit.

24 3. Injunctive Relief 25 The Settlement prohibits P&G from making the “clinically proven” five symptom

26 relief claims, absent new supporting clinical data or analysis, or change in product formula. 27 4 Based on the favorable response to the Settlement and Class Notice, it appears likely 28 that eligible Cash Refund Claims will exceed $10,000,000. See Blood Final Approval Decl., ¶23. 4 No. 1:11-cv-226-TSB 00131658 PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF CLASS ACTION SETTLEMENT

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1 SA, §IV.B. “New supporting clinical data or analysis” means competent and reliable scientific

2 evidence that was not originally relied on by P&G to support these claims, which were made 3 on the Align packaging and sold to consumers from approximately March 1, 2009 through 4 October 31, 2009. Id. The limited scope of the injunctive relief allows any consumer or 5 government agency to sue to enjoin P&G from advertising that Align has the advertised health 6 benefits.

7 4. Notice and Claim Administration Expenses 8 All Notice and Claim Administration Expenses will be paid by P&G separate and apart

9 from any other consideration paid under the Settlement. SA, §VI.A.1. This includes all notice 10 expenses, the costs of administering the Class Notice program, and the costs of processing and

11 distributing all Cash Refunds to authorized Claimants. SA, §II.A.19. These Notice and Claim LLP

, 12 Administration Expenses will exceed $813,003. Peak Notice Implementation Decl., ¶23. 13

EARDON 5. Attorneys’ Fees and Expenses O’R

14 Class Counsel, on behalf of all Plaintiffs’ Counsel, will apply for an award of & 15 Attorneys’ Fees and Expenses not to exceed $4,500,000. SA, §IX.A. Class Counsel will URST

H 16 distribute and allocate the Attorneys’ Fees and Expenses to Plaintiffs’ Counsel. P&G agrees 17 not to oppose an application for these amounts. P&G will pay Attorneys’ Fees and Expenses LOOD LOOD B 18 separately and in addition to the Settlement benefits to Settlement Class Members. SA, §IX.A. 19 None of the Settlement benefits for Settlement Class Members will be reduced to pay 20 attorneys’ fees or to reimburse expenses of Class Counsel. 21 Class Counsel also requests Court-approved service awards of up to $2,500 for each 22 Class Representative for their time invested in connection with the Action and willingness to 23 serve as Class Representatives. The Court-approved service awards will be paid by P&G

24 separate and apart from the Settlement’s other payment obligations. SA, §IX.C.

25 B. Release and Waiver 26 In consideration for the Settlement, the following release will apply to the Class: 27 [W]ith the exception of claims for personal injury, all claims, demands, actions, suits, and/or causes of action that have been brought or could have been 28 brought, are currently pending or were pending, or are ever brought in the

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1 future, by any Settlement Class Member against P&G or any Released Party, in any forum in the United States and its territories, whether known or unknown, 2 asserted or unasserted, under or pursuant to any statute, regulation, common law 3 or equity, that relate in any way, directly or indirectly, to facts, acts, events, transactions, occurrences, courses of conduct, representations, omissions, 4 circumstances or other matters related to or referenced in any claim raised 5 (including, but not limited to, any claim that was raised against any Released Party) in this Action, including damages, costs, expenses, penalties, and 6 attorneys’ fees.

7 SA, §§II.A.28, VIII.

8 This Release does not include claims for personal injury and does not extend to

9 purchases made outside of the Class Period. SA, §II.A.28. The Release appears in the Class

10 Notice and has been made available at the Settlement Website.

11 C. The Court-Approved Class Notice Program LLP

, 12 The Court-approved Class Notice Program was very effective. The Program was 13 EARDON developed with the help of the Settlement Administrator, KCC LLC (“KCC”), a firm that O’R 14 specializes in developing class action notice plans. SA, §VI.A.1. As summarized here and & 15 explained in detail in the concurrently filed Declaration of Carla Peak, Class Notice was URST

H 16 provided in accordance with the Court-approved Class Notice Program. Under the plan, Class 17 LOOD LOOD Notice reached more than 80 percent of Settlement Class Members with an average frequency B 18 of 2.7 times. See Peak Notice Implementation Decl., ¶25. Such Class Notice readily satisfies 19 the “best practicable” standard. See Federal Judicial Center, Judges’ Class Action Notice and 20 Claims Process Checklist and Plain Language Guide, at 3 (2010) (recognizing 70% reach as 21 reasonable). 22 Pursuant to the Class Notice Program, Class Notice has been provided to Settlement

23 Class Members primarily through print and digital publication. SA, §VI.C.1. This is because 24 Align was sold over the counter at retail stores, and P&G does not have contact information 25 for Settlement Class Members. See Poertner v. Gillette Co., 618 Fed. Appx. 624, 629-30 (11th 26 Cir. 2015) (approving generally similar notice plan where defendant does not sell directly to 27 consumers). Use of the Internet also maximizes the dollars spent to contact the Settlement 28 Class. Targeted Internet publication through the use of hyperlinked online banner

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1 advertisements with a bold message and graphics has the further advantage of immediately

2 linking the reader to the neutral Settlement Website (www.AlignSettlement.com), which 3 contains the Claim Form, the detailed Long-form Class Notice, Court orders, Settlement- 4 related deadlines, and other documents and information. The details of the Class Notice 5 Program, including the methodology underlying its design, were further explained in the Peak 6 Declaration and the Class Notice Program prepared by KCC, which are attached as Exhibit 1 7 to the Peak Declaration in connection with preliminary approval. See Doc. No. 166-5 (“Peak 8 Preliminary Approval Decl.”).

9 KCC designed the Internet portion of the Class Notice Program to target Settlement 10 Class Members on the websites they are currently browsing and through dedicated advertising

11 on specific web properties. See Peak Preliminary Approval Decl., ¶¶15-29. This includes LLP

, 12 online banner advertisements across multiple devices, including desktop, tablet, and mobile 13 devices. The banner ads have allowed consumers to self-identify as potential Settlement Class EARDON O’R

14 Members and “click” on an advertisement that links them directly to the official Settlement & 15 Website. See Peak Notice Implementation Decl., ¶9, and Ex. 2 thereto (Internet banner ad URST

H 16 exemplars). Between January 15, 2018 and February 14, 2018, over 221 million banner 17 advertisements appeared online targeting Settlement Class Members. Id., ¶10. Google LOOD LOOD B 18 AdWords and key search terms, as well as a sophisticated “lookalike” audience targeting 19 strategy was also employed to maximize the effectiveness of the Class Notice Program, and to 20 further target individuals expressing interest in probiotics. Id., ¶¶14-15. The Class Notice 21 Program also included paid, featured advertising on Top Class Actions’ website, widely 22 circulated newsletter, and social media accounts. Id., ¶13 and Ex. 3 thereto. 23 In addition to the Internet notice, Publication Notice was published in four nationally

24 circulated magazines that provided Settlement Class Members. SA, §VI.C.1. It contained 25 general descriptions of the lawsuit, Settlement Class Members’ legal rights, and the

26 Settlement’s relief, including how a Claim may be filed. The Publication Notice also directed 27 Settlement Class Members to the Settlement Website for a copy of the Claim Form and other 28 documents and information. Settlement Class Members may also obtain a copy of the Claim

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1 Form by calling the Settlement Administrator toll-free or by writing to the Settlement

2 Administrator. As with the Internet Notice, the Publication Notice appeared in a variety of 3 places selected based on market research evaluating the demographics of consumers who 4 purchase Align. SA, §VI.C.1; Peak Preliminary Approval Decl., ¶¶15-27, Ex. 1 (Class Notice 5 Program). The Publication Notice is attached to the Stipulation of Settlement as Exhibit 4. 6 Complementing the Publication Notice and Internet banner ads is the detailed Long- 7 form Class Notice. SA, §§VI.B.3, VI.C.2. The Long-form Class Notice contains detailed 8 information about the lawsuit, the Settlement benefits, the Release and how to opt-out, as well

9 as how to object and exercise other rights under the Settlement Agreement. The Long-form 10 Class Notice is available on the Settlement Website and by request to the Settlement

11 Administrator. Id. at §§VI.B.1., VI.C.2. The Long-form Class Notice is attached to the LLP

, 12 Stipulation of Settlement as Exhibit 5. 13 Website notice through the Settlement Website includes the Long-form Class Notice, EARDON O’R

14 along with a copy of the Settlement Agreement and its exhibits, the preliminary approval & 15 order, the Claim Form, the Third Amended Class Action Complaint, the motion for URST

H 16 preliminary approval, answers to frequently asked questions, the toll-free hotline number 17 maintained by the Settlement Administrator for this Settlement, and Settlement-related LOOD LOOD B 18 deadlines. SA, §VI.B.3; Peak Notice Implementation Decl., ¶16.

19 IV. THE SETTLEMENT MERITS FINAL APPROVAL 20 Pursuant to Rule 23(e), after directing notice to settlement class members in a 21 reasonable manner and prior to granting final approval of a proposed settlement, the Court 22 must conduct a fairness hearing and determine whether the settlement’s terms, as a whole, are 23 “fair, reasonable, and adequate.” Fed. R. Civ. P. 23(e)(2); Clark Equipment Co. v.

24 International Union, Allied Industrial Workers, 803 F.2d 878, 880 (6th Cir. 1986) (the court’s 25 role is to determine whether the settlement is not collusive and, “taken as a whole, is fair, 26 reasonable and adequate to all concerned”); Granada Invest., Inc. v. DWG Corp., 962 F.2d 27 1203, 1206 (6th Cir. 1992) (“The individual components of an agreement are to be evaluated 28 in light of the settlement as a whole.”); see generally Manual for Complex Litigation §21.62

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1 (4th ed. 2004) (“Rule 23(e)(1)(C) establishes that the settlement must be fair, reasonable, and

2 adequate.”). In making its determination, “[i]t is neither required, nor is it possible for a court 3 to determine the settlement is the fairest possible resolution of the claims of every individual 4 class member; rather, the settlement, taken as a whole, must be fair, adequate, and reasonable.” 5 In re Ford Motor Co. Spark Plug & Three Valve Engine Prods. Liab. Litig., No. 1:12-MD- 6 2316, 2016 U.S. Dist. LEXIS 188074, at *9 (N.D. Ohio Jan. 26, 2016). 7 Settlements of class actions are strongly favored. As a matter of express public policy, 8 “[t]he law favors settlement, particularly in class actions and other complex cases where

9 substantial judicial resources can be conserved by avoiding formal litigation.” 4 Alba Conte & 10 Herbert Newberg, Newberg on Class Actions, §11.41 (4th ed. 2002); see also UAW, 497 F.3d

11 at 632 (noting the “federal policy favoring settlement of class actions”); Waggoner v. U.S. LLP

, 12 Bancorp, No. 5:14-cv-1626, 2016 U.S. Dist. LEXIS 179843, at *9 (N.D. Ohio Dec. 29, 2016) 13 (there is a “strong public interest in encouraging settlement of complex litigation and class EARDON O’R

14 action suits”). & 15 Several non-exhaustive factors are recognized as guideposts to the “fair, adequate and URST

H 16 reasonable” determination: (1) the risk of fraud or collusion; (2) the complexity, expense and 17 likely duration of the litigation; (3) the amount of discovery completed; (4) the likelihood of LOOD LOOD B 18 success on the merits; (5) the opinions of class counsel and class representatives; (6) the 19 reaction of absent class members; and (7) the public interest in the settlement. UAW, 497 F.3d 20 at 631. These factors must all be considered as a whole to determine whether a proposed 21 settlement is fair, adequate, and reasonable. Bowling v. Pfizer, Inc., 143 F.R.D. 141, 151 (S.D. 22 Ohio 1992); Thompson v. Midwest Foundation Independent Physicians Asso., 124 F.R.D. 154, 23 157 (S.D. Ohio 1988) (“A class action settlement cannot be measured precisely against any

24 particular set of factors, however, and the court may be guided by other factors, the relevancy 25 of which will vary from case to case.”). 26 All of the relevant factors set forth by the Sixth Circuit for evaluating the fairness of a 27 settlement fully supports final approval of the Settlement at hand. 28

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1 A. The Settlement Is the Product of Good Faith, Informed, and Arm’s-Length Negotiations Conducted Before a Respected Mediator Following Seven 2 Years of Protracted Litigation 3 In evaluating a proposed class action settlement, the district court must make sure the 4 terms are reasonable and the settlement is not the product of fraud, overreaching, or collusion. 5 Priddy v. Edelman, 883 F.2d 438, 447 (6th Cir. 1989). “Where the proposed settlement was 6 preceded by a lengthy period of adversarial litigation involving substantial discovery, a court 7 is likely to conclude that settlement negotiations occurred at arms-length.” 5 William 8 Rubenstein, Newberg on Class Actions, §13:14 (5th ed. 2015); In re Inter-Op Hip Prosthesis

9 Liab. Litig., 204 F.R.D. 359, 380 (N.D. Ohio 2001) (“when a settlement is the result of 10 extensive negotiations by experienced counsel, the Court should presume it is fair.”).

11 1. There Is No Fraud or Collusion LLP

, 12 This Settlement was reached just before trial after years of hard-fought litigation and 13 numerous complex and contentious arm’s-length negotiations—including negotiations EARDON O’R

14 facilitated by three different mediators. Blood Preliminary Approval Decl., ¶39; see, e.g., & 15 Enter. Energy Corp. v. Columbia Gas Transmission Corp., 137 F.R.D. 240, 244 (S.D. Ohio URST

H 16 1991) (approving settlement reached “[a]fter almost six months of concerted negotiations”). 17 The fact that experienced mediators were heavily involved in the negotiations indicated LOOD LOOD B 18 they were not collusive. Gascho v. Global Fitness Holdings, LLC, 822 F.3d 269, 277 (6th Cir. 19 2016) (“parties’ two-and-a-half years of litigation, extensive discovery, ongoing settlement 20 negotiations, and formal mediation session all weighed against the possibility of fraud or 21 collusion”); Waggoner, 2016 U.S. Dist. LEXIS 179843, at *8 (finding no risk of fraud or 22 collusion where “the settlement was the result of arms-length negotiations between parties that 23 were represented by able counsel, after considerable discovery and an involved mediation

24 before an experienced mediator”); Dudenhoeffer v. Fifth Third Bancorp, No. 1:08-CV-538- 25 SSB, 2016 U.S. Dist. LEXIS 187041, at *8 (S.D. Ohio July 11, 2016) (same).

26 Further, the length and intensity of the litigation was the driving force behind this 27 Settlement. This Action involved substantial motion practice, an appeal to the Sixth Circuit 28

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1 followed by denial of a petition for writ of certiorari from the Supreme Court, extensive

2 discovery, work up of expert reports and trial preparation. 3 The proposed Attorneys’ Fees and Expenses were negotiated after the Parties agreed on 4 the principal terms of the Settlement and with the assistance of the mediator. Blood 5 Preliminary Approval Decl., ¶42. Neither the fees nor service awards will reduce the benefits 6 available to the Settlement Class. 7 No fraud or collusion that attends this Settlement. Thus, this factor supports final 8 approval.

9 2. Extensive Discovery Was Conducted by Both Parties and 10 Contributed to This Settlement

11 As shown above, this Settlement was reached after the Parties conducted substantial LLP

, 12 fact and expert discovery on all relevant issues. Blood Preliminary Approval Decl., ¶¶22, 34. 13 Accordingly, the Settlement was conceived from informed negotiations by experienced EARDON O’R

14 counsel. “[W]hen significant discovery has been completed, the Court should defer to the & 15 judgment of experienced trial counsel who has evaluated the strength of his case.” Bronson v. URST

H 16 Bd. of Educ. of City Sch. Dist. of City of Cincinnati, 604 F. Supp. 68, 73 (S.D. Ohio 1984); 17 Gascho, 822 F.3d at 277 (affirming settlement approval where “[d]iscovery was ‘extensive,’ LOOD LOOD B 18 including the service of multiple sets of interrogatories, the production of over 400,000 19 documents, and over ten depositions”).

20 B. The Settlement Provides Substantial Benefits to Settlement Class Members 21 and Serves an Important Public Interest 22 In evaluating the fairness of the consideration offered in the Settlement, it is not the 23 role of the Court to second-guess the parties’ negotiated resolution. “[T]he court’s intrusion

24 upon what is otherwise a private consensual agreement negotiated between the parties to a 25 [class-action] lawsuit must be limited to the extent necessary to reach a reasoned judgment that 26 the agreement is not the product of fraud or overreaching by, or collusion between, the 27 negotiating parties, and that the settlement, taken as a whole, is fair, reasonable and adequate 28

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1 to all concerned.” Vassalle v. Midland Funding, LLC, No. 3:11-cv-00096, 2014 U.S. Dist.

2 LEXIS 146543, at *18 (N.D. Ohio Oct. 14, 2014). 3 This is because settlements are “a product of compromise efforts by adversaries[] [and] 4 [u]sually neither side will attain all its goals in such a settlement.” In re Ford Motor Co. Spark 5 Plug & Three Valve Engine Prods. Liab. Litig., No. 1:12-MD-2316, 2016 U.S. Dist. LEXIS 6 188074, at *15 (N.D. Ohio Jan. 26, 2016); Bronson, 604 F. Supp. at 78; City of Detroit v. 7 Grinnell Corp., 495 F.2d 448, 455 n.2 (2d Cir. 1974) (“there is no reason, at least in theory, 8 why a satisfactory settlement could not amount to a hundredth or even a thousandth part of a

9 single percent of the potential recovery.”), abrogated on other grounds by Goldberger v. 10 Integrated Res., Inc., 209 F.3d 43, 49-50 (2d Cir. 2000).

11 The settlement taken as a whole, rather than the individual component parts, must be LLP

, 12 examined for overall fairness. Granada Invest., Inc. v. DWG Corp., 962 F.2d 1203, 1206 (6th 13 Cir. 1992). The possibility “that the settlement could have been better … does not mean the EARDON O’R

14 settlement presented was not fair, reasonable or adequate[.]” In re Polyurethane Foam & 15 Antitrust Litig., 168 F. Supp. 3d 985, 1001 (N.D. Ohio 2016). Because “[s]ettlement is the URST

H 16 offspring of compromise; the question … is not whether the final product could be prettier, 17 smarter or snazzier, but whether it is fair, adequate and free from collusion.” Id. The benefits LOOD LOOD B 18 provided by this Settlement are excellent. 19 The Settlement provides substantial benefits to the Settlement Class. First, Settlement 20 Class Members may apply for a Cash Refund of up to $49.26 for three purchases of Align. 21 SA, §§IV.A.2.a.1 and 2. The individual refund awards represent 50% of the average weighted 22 retail price of Align during the respective time periods. Id. P&G will pay up to $15,000,000 in 23 Cash Refunds. SA, §IV.A.2.c.

24 Second, P&G will contribute at least $5,000,000 in Digestive Health Improvement 25 Contributions to support digestive health research and education. Id. at §IV.4.A.1.a. These 26 contributions will directly benefit Settlement Class Members that suffer from IBS, or who 27 regularly seek assistance and care for their digestive health. All Settlement Class Members will 28

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1 benefit from this relief considering that the only reason to purchase Align is for its advertised

2 digestive health benefits. 3 Third, the Settlement ensures P&G will not promote the health benefits of Align as 4 being “clinically proven” absent new supporting clinical data or analysis, or a change in 5 product formula. Id. at §IV.B. 6 The combined value of the Cash Refunds, DHIC payments, Notice and Claim 7 Administration Expenses and Attorneys’ Fees and Expenses is at least $20.3 million and may 8 exceed $30 million.

9 Additionally, the Settlement’s public benefit supports preliminary approval. See 10 Redington v. Goodyear Tire & Rubber Co., No. 5:07-cv-1999, 2008 U.S. Dist. LEXIS 64639,

11 at *53 (N.D. Ohio Aug. 22, 2008). In addition to the relief provided, the Settlement is in the LLP

, 12 public’s interest because it “would avoid prolonged litigation, resulting in the conservation of 13 both the parties’ resources and the Court’s resources.” Moore v. Aerotek, Inc., No. 2:15-cv- EARDON O’R

14 2701, 2017 U.S. Dist. LEXIS 102621, at *18 (S.D. Ohio June 30, 2017); In re Telectronics & 15 Pacing Sys., Inc., 137 F. Supp. 2d 985, 1025 (S.D. Ohio 2001) (finding the settlement was in URST

H 16 the public interest because, inter alia, “it frees … the valuable judicial resources of this 17 Court”). LOOD LOOD B 18 Based upon the foregoing, these factors weigh in favor of final approval of the 19 proposed Settlement.

20 C. The Risk, Expense, Complexity, and Likely Duration of Further Litigation 21 Support Final Approval 22 The risk, expense, complexity and duration of litigation are significant factors 23 considered in evaluating the reasonableness of a settlement. Lonardo v. Travelers Indem. Co.,

24 706 F. Supp. 2d 766, 781 (N.D. Ohio 2010) (approving settlement where the case “was a hard- 25 fought legal battle from the filing of the complaint … to the final settlement conference” and

26 explaining that “[b]ased on the Court’s intimate knowledge of these proceedings, there is no 27 reason to believe that either party would litigate the remainder of the case less vigorously”). 28

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1 Although Plaintiffs have an unflagging belief in the strength of their claims against P&G,

2 Plaintiffs must balance this against the considerable risks and duration of continuing litigation. 3 The most significant risk arises from uncertainly created by passages in the Sixth 4 Circuit’s opinion affirming class certification. See Preliminary Approval Motion at 17-20. 5 While the passages suggest a rule that would be contrary to the substantive consumer 6 protection law,5 and therefore may not be interpreted as a barrier to class certification, the very 7 real risk exists that, at a minimum, would likely result in further delay should plaintiffs prevail 8 at trial and defendant appeals.

9 The challenges created by the language in the Sixth Circuit’s opinion are in addition to

10 the ordinary risk a case like this poses. The trial would amount to a fierce “battle of the

11 experts,” which always presents the potential for confusing jurors. LLP

, 12 Settlement will ensure the Settlement Class a fair and reasonable recovery and bring 13 attention to P&G’s misleadingly advertised product. The proposed Settlement guarantees a EARDON O’R

14 substantial recovery for the Settlement Class now while obviating the need for a lengthy, & 15 complex, and uncertain trial and appeal. Preston v. Craig Transp. Co., No. 3:14 CV 1410, URST

H 16 2015 U.S. Dist. LEXIS 183019, at *6 (N.D. Ohio Oct. 29, 2015). 17 As in Amos v. PPG Indus, “[t]he amount and form of this relief balanced against the LOOD LOOD B 18 Plaintiffs’ likelihood of success on the merits weighs in favor of approving the Settlement 19 Agreement. In contrast to the uncertainty of litigation, the Settlement Agreement provides 20 immediate certainty to Plaintiffs … [and] [a]fter [seven] years of litigation, this certainty

21 5 See, e.g., Lavie v. Procter & Gamble Co., 105 Cal. App. 4th 496, 506-07 (2003) (under 22 the UCL “unless the advertisement targets a particular disadvantaged or vulnerable group, it is judged by the effect it would have on a reasonable consumer”); Consumer Advocates v. 23 Echostar Satellite Corp., 113 Cal. App. 4th 1351, 1360 (2003) (same standard applies to CLRA); Latman v. Costa Cruise Lines, N.V., 758 So. 2d 699, 703 (Fla. App. 2000) (FDUTPA 24 applies reasonable consumer standard); Kitzes v. Home Depot, U.S.A., Inc., 374 Ill. App. 3d 1053, 1061 (2007) (“under the Consumer Fraud Act, materiality is tested with a reasonable 25 person standard”); Mulligan v. Choice Mortg. Corp. USA, No. 96-596-B, 1998 U.S. Dist. LEXIS 13248, at *34-35 (D. N.H. Aug. 11, 1998) (“New Hampshire courts use an objective 26 standard to determine whether acts or practices are ‘unfair or deceptive’ in violation of the 27 CPA.”); Ridley v. Wendel, 795 S.E.2d 807, 813 (N.C. Ct. App. 2016) (test is whether defendant’s act possessed the tendency or capacity to mislead or create the likelihood of 28 deception to a reasonable person); Jones v. Capitol Broad. Co., 128 N.C. App. 271, 275 (1998) (same). 14 No. 1:11-cv-226-TSB 00131658 PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF CLASS ACTION SETTLEMENT

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1 outweighs the risk of proceeding on the merits of Plaintiffs’ claims and receiving nothing.”

2 No. 2:05-cv-70, 2015 U.S. Dist. LEXIS 106944, at *10 (S.D. Ohio Aug. 13, 2015); see also 3 UAW, 497 F.3d at 631 (“The fairness of each settlement turns in large part on the bona fides of 4 the parties’ legal dispute.”).

5 D. The Experience and Views of Counsel 6 “The Sixth Circuit has held that, in the context of approving class action settlements, 7 the Court should defer to the judgment of experienced counsel who has competently evaluated 8 the strength of his proofs.” Smith v. Ajax Magnethermic Corp., No. 4:02CV0980, 2007 U.S.

9 Dist. LEXIS 85551, at *14 (N.D. Ohio Nov. 7, 2007). Class Counsel fully endorses the 10 proposed Settlement as fair, reasonable, and adequate. Blood Preliminary Approval Decl., ¶39.

11 This opinion is based on Class Counsel’s substantial experience litigating dozens of class LLP

, 12 actions and serving as class counsel for many. Id. at ¶¶45-46, Ex.3 (BHO Resume). Thus, 13 Class Counsel’s endorsement “is entitled to significant weight, and supports the fairness of the EARDON O’R

14 class settlement.” UAW v. GMC, No. 05-CV-73991-DT, 2006 U.S. Dist. LEXIS 14890, at *18 & 15 (E.D. Mich. March 31, 2006); see also In re Skechers Toning Shoe Prods. Liab. Litig., No. 11- URST

H 16 md-2308, 2013 U.S. Dist. LEXIS 67441, at *34-35 (W.D. Ky. May 10, 2013) (citing BHO’s 17 experience in class action litigation and their views of the settlement before the court). LOOD LOOD B 18 V. THE CLASS SHOULD BE CERTIFIED FOR SETTLEMENT PURPOSES 19 The Court’s Preliminary Approval Order analyzed the requirements of Fed. R. Civ. P. 20 23(a) and 23(b)(3), found the requirements satisfied, and certified the Settlement Class for 21 settlement purposes only. Doc. No. 167. Nothing has changed that would affect the Court’s 22 ruling on class certification. For the reasons stated in the preliminary approval motion and the 23 Preliminary Approval Order, the Court’s certification of the Settlement Class for settlement

24 purposes only should be affirmed. See Doc. No. 166 at PageID 6856-6862; Doc. No. 167. 25 When presented with a proposed settlement, a court must determine whether the

26 proposed settlement class satisfies the requirements for class certification under Rule 23. 27 UAW, 497 F.3d at 625. The predominance inquiry under Rule 23(b)(3) simply tests whether 28 questions to the class “are more prevalent or important” than individual ones, Tyson Foods,

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1 Inc. v. Bouaphakeo, 136 S. Ct. 1036, 1045 (2016), a standard which is “readily met” in

2 consumer class actions, Amchem Prods., Inc. v. Windsor, 521 U.S. 591, 625 (1997). This 3 Court previously found these requirements were met and certified five single-state classes 4 (California, Florida, Illinois, New Hampshire, and North Carolina), and appointed Plaintiffs’ 5 Counsel, Timothy G. Blood, as class counsel, and Plaintiffs as class representatives. Doc. 6 No. 140. Certification was upheld by the Sixth Circuit Court of Appeals. 7 The Settlement Class includes all those who purchased Align in the United States and 8 its territories. In the litigation context, expanding the scope of the certified class in this way

9 might raise issues of manageability of the case at trial (although those issues can be resolved 10 through grouping similar laws and drafting appropriate jury instructions to address any

11 differences between groups). However, no such issues exist here because the expanded scope LLP

, 12 is done in the context of a settlement class, where there will be no trial. Amchem, 521 U.S. at 13 620 (“Confronted with a request for settlement-only class certification, a district court need not EARDON O’R

14 inquire whether the case, if tried, would present intractable management problems … for the & 15 proposal is that there be no trial.”); In re Mex. Money Transfer Litig., 267 F.3d 743, 747 (7th URST

H 16 Cir. 2001) (“Given the settlement, no one need draw fine lines among state-law theories of 17 relief.”); Sullivan v. DB Invs., Inc., 667 F.3d 273, 310 (3d Cir. 2011) (“in the settlement LOOD LOOD B 18 context, variations in state antitrust, consumer protection and unjust enrichment laws d[o] not 19 present the types of insuperable obstacles that could render class litigation unmanageable”); In 20 re Whirlpool Corp. Front-Loading Washer Prods. Liab. Litig., No. 1:08-WP-65000 (MDL 21 2001), 2016 U.S. Dist. LEXIS 130467, at *20-24 (N.D. Ohio Sept. 23, 2016) (citing Amchem, 22 and approving the settlement of a consumer class action previously certified in the litigation 23 context (Ohio-only), which was expanded nationwide for settlement purposes).

24 Further, given the facts of this case, differences in state law do not defeat certification, 25 especially in the settlement context. Brent v. Midland Funding, LLC, No. 3:11 CV 1332, 2011 26 U.S. Dist. LEXIS 98763, at *48 (N.D. Ohio Sept. 1, 2011) (“[T]he speculative possibility that 27 certain class members may have more lucrative claims under state law should not prevent the 28 classwide settlement of this case.”); Sullivan v. DB Invs., Inc., 667 F.3d 273, 299-302 (3d Cir.

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1 2011) (en banc) (explaining that “[a]s long as a sufficient constellation of common issues

2 binds class members together, variations in the sources and application of applicable laws will 3 not foreclose class certification”); In re Mex. Money Transfer Litig., 267 F.3d 743, 747 (7th 4 Cir. 2001) (“Given the settlement, no one need draw fine lines among state-law theories of 5 relief.”). In addition to the lack of trial manageability concerns, the consumer laws at issue do 6 not present any relevant, material conflicts that destroy predominance or otherwise defeat class 7 certification for settlement purposes. See Rikos, 799 F.3d at 512-18 (the predominating issues, 8 including reliance and/or causation can be proven on a class wide basis under each of the state

9 consumer laws at issue); Hanlon v. Chrysler Corp., 150 F.3d 1011, 1022-23 (9th Cir. 1998) 10 (overruling objections, noting “the idiosyncratic difference between state consumer protection

11 laws are not sufficiently substantive to predominate over the shared claims”); In re M3 Power LLP

, 12 Razor Sys. Mktg. & Sales Practices Litig., 270 F.R.D. 45, 60-61 (D. Mass. 2010) (certifying 13 nationwide settlement class over objections that variations in state law exist, noting that any EARDON O’R

14 differences “are, in the context of this case, both minimal and speculative” and “do not & 15 overcome the common factual and legal issues shared by the potential class members”); In re URST

H 16 Pharm. Indus. Average Wholesale Price Litig., 230 F.R.D. 61, 84 (D. Mass. 2005) (certifying 17 nationwide class in the litigation context, and rejecting defendant’s arguments about LOOD LOOD B 18 differences in state consumer laws, stating “Courts should look at how issues are likely to play 19 out in the context of the case to see what individual issues are likely to arise, and what state 20 law differences are irrelevant and may be ignored.”). Here, each state and territory prohibits 21 false advertising, and no one would buy Align if it did not do what it was advertised to do 22 since the product serves no other purpose other than to provide the advertised digestive health 23 benefits. See Rikos, 799 F.3d at 518 (“there is only one reason to buy Align, to promote

24 digestive health, and thus the alleged misrepresentation would be material to or likely to 25 deceive a reasonable consumer”). 26 There is little question that the proposed nationwide Settlement Class is “sufficiently 27 cohesive to warranty adjudication by representation.” See In re Sears, Roebuck & Co. Front- 28 Loading Washer Prods. Liab. Litig., No. 06 C 7023, 2016 U.S. Dist. LEXIS 25290, at *30

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1 (N.D. Ill. Feb. 29, 2016) (quoting Amchem, 521 U.S. at 620); see also Rikos, 799 F.3d at 508-

2 524 (Plaintiffs satisfied the commonality and predominance requirements).

3 VI. CLASS NOTICE SATISFIED THE REQUIREMENTS OF DUE PROCESS 4 The notice provided to the Settlement Class was adequate and satisfies Rule 23 and all 5 other due process requirements. Rule 23 requires that “the court … direct to class members the 6 best notice that is practicable under the circumstances, including individual notice to all 7 members who can be identified through reasonable effort.” Fed. R. Civ. P. 23(c)(2)(B). While 8 actual notice is not required, the notice must be reasonably calculated to apprise the Settlement

9 Class of the pendency of the settlement and afford them an opportunity to present their 10 objections or opt-out. Eisen v. Carlisle & Jacquelin, 417 U.S. 156, 173 (1974); Mullane v.

11 Cent. Hanover Bank & Trust Co., 339 U.S. 306, 315 (1950); see also Arnold v. FitFlop USA, LLP

, 12 LLC, No. 11-CV-0973 W (KSC), 2014 U.S. Dist. LEXIS 58800, at *9-13 (S.D. Cal. Apr. 28, 13 2014) (in settlement involving footwear products sold at retail stores and where defendant did EARDON O’R

14 not have contact information for most class members, class notice through publication in & 15 targeted periodicals and via hyper-linked Internet banner advertisements was the best URST

H 16 practicable notice); In re Colgate-Palmolive Softsoap Antibacterial Hand Soap Mktg. & Sales 17 Practices Litig., No. 12-md-2320-PB, 2015 U.S. Dist. LEXIS 154602, at *27-28 (D.N.H. Nov. LOOD LOOD B 18 16, 2015) (approving same method of disseminating notice); Carter v. Forjas Taurus S.A., 19 No. 1:13-CV-24583-PAS, 2016 U.S. Dist. LEXIS 96054, at *19-20 (S.D. Fla. July 22, 2016) 20 (same); Hughes v. Kore of Indiana Enter., 731 F.3d 672, 676-77 (7th Cir. 2013) (approving 21 notice by publication where individual class members could not be identified with reasonable 22 effort). 23 Here, Class Notice was reasonably calculated to apprise Settlement Class Members of

24 the pendency of the Action and their right to object or exclude themselves from the Settlement. 25 This Court previously approved the form and manner of notice, which was modeled after and 26 consistent with “The Federal Judicial Center’s ‘Illustrative’ Forms of Class Action Notices.” 27 See http://www.fjc.gov/(last visited March 22, 2013); see also Fed. R. Civ. P. 23 Advisory 28 Committee Notes (2003) (“The Federal Judicial Center has created illustrative clear-notice

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1 forms that provide a helpful starting point for actions similar to those described in the

2 forms.”); Johns v. Bayer Corp., No. 09cv1935 AJB (DHB), 2013 U.S. Dist. LEXIS 14933, at 3 *6 (S.D. Cal. Feb. 1, 2013) (“the form and information contained within the notice is based on 4 and consistent with the Federal Judicial Center’s notices and satisfy the requirements of Rule 5 23 and due process”). As detailed in the concurrently filed Peak Notice Implementation 6 Declaration, the Class Notice Program was executed as previously detailed, and resulted in 7 many millions of impressions nationwide. See Peak Notice Implementation Decl., ¶3. For 8 example, 221,929,650 impressions were generated by paid media Internet banner ads widely

9 disseminated over the Google Display Network (GDN), the Yahoo! Bing ad network, and 10 Facebook. Id., ¶¶8, 10. In addition, Class Notice was published in four magazines read heavily

11 by the target audience, appeared via paid placement on Top Class Actions’ website and its opt- LLP

, 12 in email newsletter to over 610,000 subscribers, was publicized through paid Internet search 13 efforts using keywords such as “probiotics” that linked consumers to the Settlement Website, EARDON O’R

14 and utilized sophisticated “lookalike audience” advertising efforts to target individuals whose & 15 online behaviors and interests mimicked those who clicked through to the Settlement Website URST

H 16 via the Internet banner ads. Id., ¶¶5, 7, 13-15. The Settlement Website and toll-free hotline 17 have been established and visited by Settlement Class Members. Id., ¶¶17-18. The Class LOOD LOOD B 18 Notice has also resulted in individuals in the Settlement Class reaching out to Class Counsel. 19 Blood Final Approval Decl., ¶13. Class Notice was also provided to regulators as required by 20 28 U.S.C. §1715. Peak Notice Implementation Decl., ¶22. 21 Thus, as detailed above, the Class Notice readily satisfies the best practice standard and 22 due process requirements.

23 VII. THE FEE AND EXPENSE REQUEST SHOULD BE APPROVED

24 A. Courts Accord Great Weight to the Fee Negotiated by the Parties 25 P&G has agreed to pay any court-approved award of attorneys’ fees and expenses up to 26 $4.5 million. After deducting the requested expenses, this amount is less that the fees incurred, 27 representing a multiplier of 0.88 of Plaintiffs’ Counsel’s lodestar of $4,696,897.50. The 28 proposed net fee award also represents approximately 20.4% of the Settlement’s total

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1 minimum benefits. Courts encourage negotiated fee and expense agreements, which are

2 entitled to substantial deference in the absence of indicia of collusion. Hensley v. Eckerhart, 3 461 U.S. 424, 437 (1983) (“A request for attorney’s fees should not result in a second major 4 litigation. Ideally, of course, litigants will settle the amount of a fee.”); Bailey v. AK Steel 5 Corp., No. 1:06-cv-468, 2008 U.S. Dist. LEXIS 18838, at *2-3 (S.D. Ohio Feb. 28, 2008) 6 (“Negotiated and agreed-upon attorneys’ fees as part of a class-action settlement are 7 encouraged as an ‘ideal’ toward which the parties should strive.”); Cohn v. Nelson, 375 F. 8 Supp. 2d 844, 861 (E.D. Mo. 2005) (“where, as here, the parties have agreed on the amount of

9 attorneys’ fees and expenses, courts give the parties’ agreement substantial deference.”); 10 Strube v. Am. Equity Inv. Life Ins. Co., No. 6:01-cv-1236-Orl-19DAB, 2006 U.S. Dist. LEXIS

11 28582, at *4 (M.D. Fla. May 5, 2006) (“great weight should be given to the negotiated fee in LLP

, 12 considering whether the fee is appropriate.”); Manners v. Am. Gen. Life Ins. Co., No. 3-98- 13 0266, 1999 U.S. Dist. LEXIS 22880, at *84 (M.D. Tenn. Aug. 10, 1999) (same). EARDON O’R

14 The agreed-to attorneys’ fees and reimbursement of out-of-pocket expenses were & 15 negotiated with the assistance of an experienced mediator, Antonio Piazza, after agreement URST

H 16 was reached on the substantive terms of the Settlement. Blood Preliminary Approval Decl., 17 ¶42. The negotiations were conducted at arm’s length by experienced counsel. These facts LOOD LOOD B 18 demonstrate a lack of collusion. Ingram v. The Coca-Cola Co., 200 F.R.D. 685, 695 n.12 19 (N.D. Ga. 2001) (“The evidence submitted by Class Counsel and the mediator demonstrates 20 that attorneys’ fees were negotiated separately, at arms-length, and without collusion.”); Lucas 21 v. Kmart Corp., 234 F.R.D. 688, 693 (D. Colo. 2006) (fact that the parties “did not discuss 22 attorneys’ fees until all other issues were virtually finalized, is also indicative of a fair and 23 arm’s-length process.”).

24 Deference is also appropriate because negotiations between sophisticated parties serve 25 as a proxy for the market for legal services, which is what courts seek to replicate when 26 determining reasonable attorneys’ fees. 27 28

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1 B. Legal Standards for Consideration of the Fee and Expense Award 2 When “awarding attorneys’ fees in a class action, a court must make sure that counsel 3 is fairly compensated for the amount of work done as well as for the results achieved.” 4 Gascho, 822 F.3d at 279. Two methods are used to determine attorneys’ fees awards in class 5 actions when a common fund or “constructive common fund”6 has been established: the 6 percentage of recovery method and the lodestar method. Rawlings v. Prudential-Bache 7 Properties, 9 F.3d 513, 515-17 (6th Cir. 1993). “District courts have the discretion to select the 8 particular method of calculation, but must articulate the reasons for adopting a particular

9 methodology and the factors to be considered in arriving at the fee.” Gascho, 822 F.3d at 280; 10 see also Harrison v. Bloomfield Bldg. Industries, Inc., 435 F.2d 1192, 1196 (6th Cir. 1970)

11 (“the experienced trial judge is the best judge of the value of professional services rendered in LLP

, 12 his court”). Here, the requested fee award is warranted under either method. 13

EARDON C. The Requested Fee Award Is Fair and Reasonable O’R

14 Federal courts have developed a strong preference for using a percentage of the & 15 recovery method. Rawlings, 9 F.3d at 516-17 (advantages of the percentage method are that is URST

H 16 “is easy to calculate; it establishes reasonable expectations on the part of plaintiffs’ attorneys 17 as to their expected recovery; and it encourages early settlement, which avoids protracted LOOD LOOD B 18 litigation”); Connectivity Sys. Inc. v. Nat’l City Bank, No. 2:08-cv-1119, 2011 U.S. Dist. 19 LEXIS 7829, at *34 (S.D. Ohio Jan. 25, 2011) (the percentage method “most closely 20 approximates how lawyers are paid in the private market and incentivizes lawyers to maximize 21 class recovery, but in an efficient manner”).7 “In the Southern District of Ohio, the preferred

22 6 A constructive common fund exists where a negotiated fee amount is paid directly by 23 the defendant separately from the fund established to pay class members. See Clark v. Experian Info. Solutions, Inc., No. 00-1217, 2004 U.S. Dist. LEXIS 32063, at *37 (D.S.C. 24 Apr. 20, 2004) (“A percentage-of-recovery framework may also be used under a ‘constructive common fund’ theory….”); Johnston v. Comerica Mortg. Corp., 83 F.3d 241, 245-46 (8th Cir. 25 1996) (“the direct payment of attorney fees by defendants should not be a barrier to the use of the percentage of the benefit analysis”); see also Manual for Complex Litigation §21.7 at 335 26 (4th ed. 2004) (“If an agreement is reached on the amount of a settlement fund and a separate amount for attorney fees and expenses … the sum of the two amounts ordinarily should be 27 treated as a settlement fund for the benefit of the class…”). 7 28 See also In re Cardinal Health Inc. Sec. Litigs., 528 F. Supp. 2d 752, 762 (S.D. Ohio 2007) (Under the percentage approach, “[n]ot only is the Court spared from the costly task of 21 No. 1:11-cv-226-TSB 00131658 PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF CLASS ACTION SETTLEMENT

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1 method is to award a reasonable percentage of the fund, with reference to the lodestar and the

2 resulting multiplier.” Kimber Baldwin Designs, LLC v. Silv Communs., Inc., No. 1:16-cv-448, 3 2017 U.S. Dist. LEXIS 186830, at *14 (S.D. Ohio Nov. 13, 2017). Within this Circuit, the 4 percentage typically ranges “from 20 to 50 percent of the fund.” In re Broadwing, Inc. ERISA 5 Litig., 252 F.R.D. 369, 380 (6th Cir. 2006) (collecting cases); see also Moulton v. United 6 States Steel Corp., 581 F.3d 344, 351-52 (6th Cir. 2009) (30%); Ranney v. Am. Airlines, No. 7 1:08cv137, 2016 U.S. Dist. LEXIS 14905, at *5-6 (S.D. Ohio Feb. 8, 2016) (44%); Mees v. 8 Skreened, Ltd., No. 2:14-cv-142, 2016 U.S. Dist. LEXIS 1242, at *15 (S.D. Ohio Jan. 6, 2016)

9 (33%); Swigart v. Fifth Third Bank, No. 1:11-cv-88, 2014 U.S. Dist. LEXIS 94450, at *19 10 (S.D. Ohio July 11, 2014) (33%); Moore, 2017 U.S. Dist. LEXIS 102621, at *20 (33%);

11 Kimber Baldwin Designs, 2017 U.S. Dist. LEXIS 186830, at *13 (33%). LLP

, 12 To determine the amount of the benefit conferred, courts look to the total amount made 13 available to the class, rather than the amount ultimately claimed by class members. Boeing Co. EARDON O’R

14 v. Van Gemert, 444 U.S. 472, 480-81 (1980); see also Moulton, 581 F.3d at 351-52 (rejecting & 15 objection that fee award was too high, stating “But this estimate [of the settlement’s value] is URST

H 16 wrong: The objectors focus on the amount claimed rather than the amount allocated.”) 17 (emphasis in original); Gascho, 822 F.3d at 282 (citing Boeing, and holding that the district LOOD LOOD B 18 court was not required to value the settlement based on the amount claimed because “there is 19 value in providing a class member the ability to make a claim, whether she takes advantage of 20 it or not”); Masters v. Wilhelmina Model Agency, Inc., 473 F.3d 423, 437 (2d Cir. 2007) 21 (district court abused its discretion by awarding fees based on the actual recovery, as opposed 22 to the available benefit); Williams v. MGM-Pathe Communs. Co., 129 F.3d 1026, 1027 (9th 23 Cir. 1997) (same); Waters v. Int’l Previous Metals Corp., 190 F.3d 1291, 1296-97 (11th Cir.

24 1999) (same). This method recognizes that the efforts of class counsel established the entire 25 settlement, including non-monetary benefits, for the benefit of the entire class. Gascho, 822 26 27 scrutinizing counsel’s billable hours, but attorneys are discouraged from padding hours and 28 encouraged to work more efficiently. Further, because the attorneys receive a higher fee if they obtain a higher settlement the interests of the class and the attorneys are aligned.”). 22 No. 1:11-cv-226-TSB 00131658 PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF CLASS ACTION SETTLEMENT

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1 F.3d at 282; Vizcaino v. Microsoft Corp., 290 F.3d 1043, 1049 (9th Cir. 2002) (“Incidental or

2 nonmonetary benefits conferred by the litigation are a relevant circumstance.”). 3 Class Counsel base their requested fee on the guaranteed, conservative value of the 4 total Settlement. In determining the value of a settlement, a court should consider all amounts 5 benefiting the class, including those amounts typically born by the class, such as attorneys’ 6 fees and notice and administration costs. See Gascho, 822 F.3d at 282 (“Attorney’s fees are the 7 numerator and the denominator is the dollar amount of the Total Benefit to the class (which 8 includes the ‘benefit to class members,’ the attorney’s fees and may include costs of

9 administration.”); Moulton, 581 F.3d at 351-52 (including the requested fees and expenses 10 purposes of calculating the fee award as a percentage of the fund); In re Polyurethane Foam

11 Antitrust Litig., 168 F. Supp. 3d 985, 1008-09 (N.D. Ohio 2016) (overruling objection that a LLP

, 12 common benefit fee percentage should be assessed after subtracting fees, expenses, incentive 13 awards, and notice costs); In re Online DVD-Rental Antitrust Litig., 779 F.3d 934, 953 (9th EARDON O’R

14 Cir. 2015) (Affirming calculation of the fee award “as a percentage of the total settlement & 15 fund, including notice and administrative costs, and litigation expenses.”); Lonardo v. URST

H 16 Travelers Indem. Co., 706 F. Supp. 2d 766, 802-03 (N.D. Ohio 2010) (the costs of notice and 17 administration paid by defendant and attorneys’ fees are “benefit[s] to the settlement class” LOOD LOOD B 18 and should be included purposes of calculating the fee award as a percentage of the fund); 19 Physicians v. Winter Haven LLC v. Steris Corp., No. 1:10 CV 264, 2012 U.S. Dist. LEXIS 20 15581, at *21 (N.D. Ohio Feb. 6, 2012) (attorneys’ fees and administrative costs “represent a 21 benefit to the class and must, therefore, be included in the total common benefit amount used 22 to calculate a percentage of the fund award of attorneys’ fees”). Furthermore, fees in the Sixth 23 Circuit may be awarded based on a percentage of the total benefit made available to class

24 members, and not the actual benefits claimed by class members. Gascho, 822 F.3d at 282-88 25 (analyzing Boeing, 444 U.S. 472, Moulton, 581 F.3d at 351-52, Masters, 473 F.3d 423, and

26 Waters, 190 F.3d at 1296-97).8 27

8 28 As other indicia of this Settlement’s fairness, unlike the unclaimed settlement funds that reverted to defendants in Boeing and Waters, unclaimed Cash Refunds here will not revert 23 No. 1:11-cv-226-TSB 00131658 PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF CLASS ACTION SETTLEMENT

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1 Here, the Settlement will result in at least $20.3 million worth of benefits to the Class:

2 a minimum of $15 million in Cash Refunds and DHIC to Settlement Class Members, more 3 than $800,000 in notice and claims administration expenses, up to $4.5 million in attorneys’ 4 fees and costs, and up to $7,500 for Plaintiffs’ service awards. Thus, after deducting the 5 requested expenses of $360,012.52, Class Counsel’s $4,139,987.48 fee request is equal to 6 20.4% of the minimum value of the Settlement. 7 In considering the reasonableness of attorneys’ fees, courts in the Sixth Circuit 8 consider: (1) the value of the benefits rendered to the class; (2) society’s stake in rewarding

9 attorneys who produce such benefits in order to maintain an incentive to others; (3) whether 10 the services were undertaken on a contingent fee basis; (4) the value of the services on an

11 hourly basis; (5) the complexity of the litigation; and (6) the professional skill and standing of LLP

, 12 all counsel. See Ramey v. Cincinnati Enquirer, Inc., 508 F.2d 1188, 1196 (6th Cir. 1974). 13 None of the Ramey factors is dispositive, and this Court “enjoys wide discretion in assessing EARDON O’R

14 the[ir] weight and applicability.” Granada Invests., Inc. v. DWG Corp., 962 F.2d 1203, 1205- & 15 06 (6th Cir. 1992). As demonstrated, Plaintiffs’ Counsel’s requested fee and expense award is URST

H 16 reasonable in light of these factors.

17 1. Value of the Benefits Rendered to the Class LOOD LOOD B 18 “The most important Ramey factor is the first – the value of the benefit to the class.” 19 Lonardo, 706 F. Supp. 2d at 795. Here, through hard-fought litigation and despite the 20 substantial uncertainty and risk with proceeding through trial and any subsequent appeals, the 21 Settlement provides considerable value and benefit to the Class. The Cash Refunds represent a 22 50% refund of the retail price of Align. Plaintiffs and Settlement Class Members may submit 23 Claims (online or through the mail) for up to three of their purchases, using a simple Claim

24 Form that does not require receipts or other proof of purchase. P&G will pay out up to $15

25 to P&G. Instead, if eligible Cash Refund Claims are below $10 million, P&G will contribute 26 Additional DHIC so that the total aggregate contributions to the Settlement Class (including 27 Cash Refunds and all DHIC) will reach $15 million. Given the excellent response by Settlement Class Members, the Cash Refunds portion of the minimum $15 million benefits in 28 combined Cash Refunds and DHIC will continue to increase throughout the claims period. See Blood Final Approval Decl., ¶23. 24 No. 1:11-cv-226-TSB 00131658 PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF CLASS ACTION SETTLEMENT

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1 million in Cash Refunds. These Cash Refunds are in addition to P&G’s DHIC requirements.

2 Under the Settlement, P&G will contribute a minimum of $5 million and up to $10 million 3 worth of DHIC. The Parties have already starting working on a worthy recipient of DHIC 4 contributions. The DHIC will directly benefit the Settlement Class by targeting U.S. 5 consumers who suffer from Irritable Bowel Syndrome, or who regularly seek assistance and 6 care for their digestive health. Further, P&G will pay the costs of Class Notice and Settlement 7 administration, as well as Plaintiffs’ Counsel’s fees and costs. Lonardo, 706 F. Supp. 2d at 8 795.

9 Although Plaintiffs continue to believe that their claims against P&G have merit, it is 10 obvious that if this case were litigated to judgment success would be uncertain, including

11 uncertainty caused by passages in the Sixth Circuit opinion which. See §IV.C., above LLP

, 12 (discussing the risks given the Sixth Circuit opinion). Viewed in light of the uncertainty, the 13 Settlement represents an excellent result. P&G’s defenses threaten not just diminished EARDON O’R

14 recovery for the Class, but no recovery at all. The Settlement is also limited in scope, so that & 15 more recent purchasers can challenge P&G over Align’s current advertising. Likewise, one can URST

H 16 seek to curtail the allegedly false and misleading advertising without interference from this 17 Settlement. LOOD LOOD B 18 The response from the Class to date has already been strong and positive: not even 19 halfway in the claims period and more than 150,000 Claims have been submitted, and 20 Settlement Class Members have not submitted any objections or requests for exclusion. See 21 Stinson v. Delta Mgmt. Assocs., 302 F.R.D. 160, 165 (S.D. Ohio 2014) (where there were no 22 objections or opt-outs, “[t]he reaction of the class also supports approval”); Hainey v. Parrott, 23 617 F. Supp. 2d 668, 675 (S.D. Ohio 2007) (“a small number of objections, particularly in a

24 class of this size, indicates that the settlement is fair, reasonable and adequate”).

25 2. Rewarding Attorneys for the Benefit to Society 26 The second Ramey factor recognizes that “there is benefit to society in ensuring that 27 small claimants may pool their clams and resources, and attorneys who take on class action 28 cases enable this.” Kimber Baldwin Designs, LLC, 2017 U.S. Dist. LEXIS 186830, at *15; see

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1 also Gascho, 822 F.3d at 287 (“Consumer class actions, furthermore, have value to society

2 more broadly, both as deterrents to unlawful behavior – particularly when the individual 3 injuries are too small to justify the time and expense of litigation – and as private law 4 enforcement regimes that free public sector resources. If we are to encourage these positive 5 societal effects, class counsel must be adequately compensated….”). As this Court previously 6 held, “the value of the claims of individual class members is too small to justify individual 7 litigation.” Rikos v. P&G, No. 1:11-cv-226, 2014 U.S. Dist. LEXIS 109302, at *54-55 (S.D. 8 Ohio June 19, 2014). Here, Class Counsel achieved a tangible result for Settlement Class

9 Members who would not have pursued their claims individually and may not have even been 10 aware they had a claim. Lonardo, 706 F. Supp. 2d at 795 (noting that “thousands of consumers

11 will recover a meaningful portion [of alleged damages]” and “[b]ut for this litigation, it is a LLP

, 12 virtual certainty that these consumers would not have received a rebate of any kind”). Thus, 13 this factor favors the fee request. EARDON

O’R 14 3. Contingent Fee Basis of Services Rendered & 15 From the outset of this case to the present, prosecution of this action has involved URST

H 16 significant financial risks for Class Counsel. See Gentrup v. Renovo Servs., LLC, 17 No. 1:07CV430, 2011 U.S. Dist. LEXIS 67887, at *14 (S.D. Ohio June 24, 2011) (the fact that LOOD LOOD B 18 “Plaintiffs’ counsel have made significant investments of time and have advanced costs but 19 have received no compensation in this matter” weighed in favor of the requested fee). Class 20 Counsel litigated this matter on a wholly-contingent basis with no guarantee of recovery over a 21 period of seven-plus years and counting. Class Counsel took this risk against a Defendant who 22 was willing to hire seven testifying experts, and not just one, but four well-respected law firms 23 to defend itself. For example, to properly litigate this action against this Defendant, Class

24 Counsel retained (at a substantial cost) seven testifying experts from across a number of 25 relevant fields who provided 11 expert reports and declarations. Class Counsel was also 26 willing to and did make substantial outlays to host a document review platform for this Action, 27 pursue over 30 subpoenas, and participate in 19 depositions. Thus, this factor weights in favor 28 of the requested fee.

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1 4. The Value of the Services on an Hourly Basis 2 While unnecessary in this Circuit, the two-step lodestar/multiplier cross-check of 3 Plaintiffs’ Counsel’s lodestar also demonstrates the reasonableness of the requested fee. Under 4 the lodestar calculation, the court first “multiplies the number of hours reasonably expended on 5 the litigation by a reasonable hourly rate.” Gascho, 822 F.3d at 279. “The court may then, 6 within limits, adjust the lodestar to reflect relevant considerations peculiar to the subject 7 litigation.” Id. These considerations include the benefits obtained under the settlement, the 8 complexity of the case, and the quality of the representation. Rawlings, 9 F.3d at 516. In this

9 case, the requested fee award represents a negative 0.88 multiplier to Plaintiffs’ Counsel’s

10 collective lodestar of over $4.68 million. See Rawlings, 9 F.3d at 517 (approving a 2

11 multiplier); In re Cardinal Health Inc. Sec. Litigs., 528 F. Supp. 2d 752, 767-68 (S.D. Ohio LLP

, 12 2007) (approving a 5.9 multiplier). In light of the exceptional results obtained, the risk, 13 difficulty and the public service rendered by this action, Plaintiffs’ Counsel’s lodestar supports EARDON O’R

14 the requested fee award. & 15 a) The Hourly Rates Are Reasonable URST

H 16 Reasonable hourly rates are determined by “prevailing market rates in the relevant 17 community.” Blum v. Stenson, 465 U.S. 886, 895 (1984). “In ascertaining the proper LOOD LOOD B 18 ‘community,’ district courts may look to national markets, an area of specialization, or any 19 other market they believe is appropriate to fairly compensate attorneys in individual cases.” 20 Amos v. PPG Indus., No. 2:05-cv-70, 2015 U.S. Dist. LEXIS 106944, at *27-28 (S.D. Ohio 21 Aug. 13, 2015). Thus, Plaintiffs’ Counsel are entitled to the hourly rates charged by attorneys 22 of comparable experience, reputation, and ability for similar litigation. Blum, 465 U.S. at 895 23 n.11.9

25 9 An attorney’s actual billing rate for similar work is presumptively appropriate. See Scales v. J.C. Bradford & Co., 925 F.2d 901, 909-10 (6th Cir. 1991); People Who Care v. 26 Rockford Bd. of Educ., 90 F.3d 1307, 1310 (7th Cir. 1996). “Affidavits of the plaintiffs’ 27 attorney and other attorneys regarding prevailing fees in the community, and rate determinations in other cases, particularly those setting a rate for the plaintiffs’ attorney, are 28 satisfactory evidence of the prevailing market rate.” United Steelworkers of Am. v. Phelps Dodge Corp., 896 F.2d 403, 407 (9th Cir. 1990). 27 No. 1:11-cv-226-TSB 00131658 PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF CLASS ACTION SETTLEMENT

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1 Plaintiffs’ Counsel’s lodestar is calculated using rates that have been accepted in

2 numerous other class action cases. See, e.g., Blood Final Approval Decl., ¶11 (citing cases); 3 Warner v. Toyota Motor Sales, U.S.A., Inc., No. CV 15-2171 FMO (FFMx), 2017 U.S. Dist. 4 LEXIS 77576, at *42-43 (C.D. Cal. May 21, 2017) (consumer fraud class action: approving 5 BHO hourly rates as reasonable given “the prevailing rates in the community for lawyers of 6 comparable skill, experience, and reputation”); In re Hydroxycut Mktg. & Sales Practices 7 Litig., No. 09md2087 BTM (KSC), 2014 U.S. Dist. LEXIS 162106, at *192 (S.D. Cal. Nov. 8 18, 2014) (consumer fraud class action: approving hourly rates of attorneys and paralegals at

9 BHO as “typical rates for attorneys of comparable experience”); Dennis v. Kellogg Co., 10 No. 09-CV-1786-L (WMC), 2013 U.S. Dist. LEXIS 163118, at *22-23 (S.D. Cal. Nov. 14,

11 2013) (consumer fraud class action: approving hourly rates of BHO as “fall[ing] within typical LLP

, 12 rates for attorneys of comparable experience”); Johnson v. General Mills, Inc., No. SACV 10- 13 00061-CJC(ANx), 2013 U.S. Dist. LEXIS 90338, at *19-21 and n.3 (C.D. Cal. June 17, 2013) EARDON O’R

14 (consumer fraud class action: approving hourly rates and time spent by BHO, stating “[t]he & 15 Court has considered class counsel’s rates and finds they are reasonable because of the URST

H 16 experience of the attorneys and prevailing market rates”) (citing BHO’s firm resume); In re 17 Skechers, 2013 U.S. Dist. LEXIS 67441, at *51-52 (consumer fraud class action: approving LOOD LOOD B 18 BHO’s hourly rates a 2.0 multiplier for purposes of a lodestar cross-check); see also 19 concurrently submitted Declarations of Plaintiffs’ Counsel in Support of Final Approval. 20 Plaintiffs’ Counsel’s rates also compare very favorably with rates approved by other 21 trial courts in class action litigation, by what attorneys of comparable skill charge in similar 22 areas of specialization, and the rates reported by law firms representing P&G in this Action. 23 See Makaeff v. Trump Univ., LLC, No. 10cv0940 GPC (WVG), 2015 U.S. Dist. LEXIS 46749,

24 at *12-14 (S.D. Cal. Apr. 9, 2015) (false advertising class action about Trump University: 25 approving hourly rates of $600-$825 for partners, and $250-$450 for associates, and $150- 26 $430 for paralegals); Lonardo, 706 F. Supp. 2d at 793 (approving hourly rates up to $825 27 “based on this Court’s knowledge of attorneys’ fees in complex civil litigation and multi- 28 district litigation”); Gutierrez v. Wells Fargo Bank, N.A., No. C 07-05923 WHA, 2015 U.S.

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1 Dist. LEXIS 67298, at *14-15 (N.D. Cal. May 21, 2015) (finding reasonable rates in a

2 consumer fraud class action of between $475-$975 for partners, $300-$490 for associates, and 3 $150-$430 for paralegals); Spano v. Boeing Co., No. 06-CV-743-NJR-DGW, 2016 U.S. Dist. 4 LEXIS 161708, at *11 (S.D. Ill. Mar. 31, 2016) (ERISA class action; approving hourly rates of 5 $460-$998 for attorneys, $309 for paralegals, and $190 for legal assistants); Blood Final 6 Approval Decl., Ex. A at 2, 8, 16 (the 2014 National Law Journal Billing Survey lists the 7 following rates for firms hired by P&G in this action: Baker & Hostetler ($275-$670 for 8 partners, and $210-$350 for associates); Jones Day ($445-$975 for partners, and $205-$775

9 for associates); and Weil, Gotshal & Manges ($625-$1,075 for partners, and $300-$790 for 10 associates)); In re Relativity Fashion, LLC, 565 B.R. 50, 71 (Bankr. S.D.N.Y. 2017)

11 (approving hourly rates of Jones Day as comparable with the rates of $935-$1,425 charged by LLP

, 12 partners at Weil, Gotshal & Manges). Finally, Plaintiffs’ Counsel have submitted sworn 13 declarations attesting to their hourly rates and total hours devoted to the case, their experience, EARDON O’R

14 and describing their efforts to prosecute this Action. See Declarations of Plaintiffs’ Counsel in & 15 Support of Final Approval. URST

H 16 b) The Hours Expended Are Reasonable 17 The number of hours spent by Plaintiffs’ Counsel is reasonable given the efforts to LOOD LOOD B 18 ultimately obtain this resolution. The hard-fought litigation has lasted seven-plus years and 19 involved substantial amounts of motion practice, discovery, expert work, appellate work, and 20 protracted settlement negotiations. See Blood Preliminary Approval Decl., ¶¶3-44; Preliminary 21 Approval Mem. at 2-6. Thus, the 9,357.75 total hours spent by Plaintiffs’ Counsel is 22 reasonable. See Blood Final Approval Decl., ¶¶3, 5-6, 8, 12, 20-21; Futscher Final Approval 23 Decl., ¶¶4, 8; Tomasevic Final Approval Decl., ¶¶4, 10; O’Brien Final Approval Decl., ¶¶4, 9;

24 Soffin Final Approval Decl., ¶¶4, 8.10 Moreover, Plaintiffs’ Counsel’s work is not yet done.

25 10 Counsel need only submit summaries of their hours incurred; submission of billing 26 records is not required. Gascho, 822 F.3d at 281 (reliance on time summaries was proper 27 because counsel averred under penalty of perjury the hours expended were reasonable, and the percentage of fund cross-check validated the fee request); In re Ins. Brokerage Antitrust Litig., 28 579 F.3d 241, 284 (3d Cir. 2009) (finding district court’s reliance on time summaries of counsel proper); In re Ford Motor Co. Spark Plug & Three Valve Engine Prods. Liab. Litig., 29 No. 1:11-cv-226-TSB 00131658 PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF CLASS ACTION SETTLEMENT

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1 Class Counsel still need to: (1) prepare for and attend the Final Approval Hearing, including

2 the research and drafting of the reply papers and response to objectors, if any; (2) oversee the 3 claims administration process, including addressing any claim review issues and monitoring 4 payments to the Settlement Class Members; (3) handle any appeals; and (4) oversee the DHIC 5 administration. Often, responding to objectors involves obtaining written discovery, deposition 6 testimony, or both from the objectors. And if there are appeals, hundreds of thousands of 7 dollars of additional attorney time may be incurred in post-judgment motions (such as appeal 8 bond requests) and in defending the Settlement on appeal to the Sixth Circuit. None of this

9 additional time will be compensated. Yet, as Plaintiffs’ Counsel’s lodestar increases, the 10 multiplier will decrease, all of which further supports the reasonableness of the requested fee

11 award. Accordingly, the requested, modest multiplier is justified in light of the contingent LLP

, 12 nature of this action, the excellent results achieved, the work performed to date, and the 13 significant amount of additional work Class Counsel will have to undertake in the future. EARDON

O’R 14 5. The Complexity of the Litigation & 15 As demonstrated in the Parties’ briefing at the motion to dismiss, and class certification URST

H 16 stages, including the appeals before the Sixth Circuit and United States Supreme Court, this 17 lengthy litigation concerned a number of complex legal and factual issues. The Parties also LOOD LOOD B 18 engaged in substantial discovery, including 19 depositions, the production and review of 19 approximately 772,000 pages of electronic discovery, subpoenas to over 30 third-parties, and

20 No. 1:12-MD-2316, 2016 U.S. Dist. LEXIS 188074, at *29-30 (N.D. Ohio Jan. 26, 2016) 21 (concluding hours expended were reasonably based on summaries and the court’s own 22 observations and knowledge of the case); Lobatz v. U.S. W. Cellular of Cal., Inc., 222 F.3d 1142, 1148-49 (9th Cir. 2000) (the court may rely on summaries of the total number of hours 23 spent by counsel); Johnson, 2013 U.S. Dist. LEXIS 90338, at *20-21 n.3 (citing Lobatz and approving class counsel’s hours without detailed billing records, stating “the hours spent by 24 counsel do not appear to be unreasonable in light of the extensive litigation … and other time- intensive tasks”); Hemphill v. S.D. Ass’n of Realtors, Inc., 225 F.R.D. 616, 623-24 (S.D. Cal. 25 2004) (declining review of detailed time records where no evidence of collusion). This is particularly true when the lodestar method is used as cross-check to the percentage method. In 26 re Cardinal Health, 528 F. Supp. 2d at 767 (“In contrast to employing the lodestar method in 27 full, when using a lodestar cross-check, the hours documented by counsel need not be exhaustively scrutinized by the district court.”); see also Laffitte v. Robert Half Int’l, Inc., 28 1 Cal. 5th 480, 505 (Cal. 2016) (same); Spann v. J.C. Penney Corp., 211 F. Supp. 3d 1244, 1265 (C.D. Cal. 2016) (same). 30 No. 1:11-cv-226-TSB 00131658 PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF CLASS ACTION SETTLEMENT

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1 the exchange of 21 expert reports from 14 experts. In the midst of hard-fought discovery

2 efforts and motion practice, the Parties were also engaged in numerous settlement efforts with 3 three different mediators. See Blood Preliminary Approval Decl., ¶¶3-44. Thus, this factor 4 weights in favor of the proposed fee award.

5 6. Professional Skill and Standing of All Counsel 6 As demonstrated in the firm resumes attached to their declarations, Plaintiffs’ Counsel 7 are experienced and skilled class action attorneys with significant experience prosecuting large 8 consumer class actions, including false advertising class actions. See Plaintiffs’ Counsel’s

9 Final Approval Declarations. For example, Timothy Blood of Blood Hurst & O’Reardon, LLP,

10 has acted as lead counsel in numerous consumer protection cases and has been appointed class

11 counsel by state and federal courts across the country. Mr. Blood has also tried, either as LLP

, 12 assisting counsel or lead counsel, class action lawsuits, and successfully prosecuted a number 13 of appeals addressing consumer protection issues relevant to this action. Blood Preliminary EARDON O’R

14 Approval Decl., Ex. 3. & 15 Moreover, the significant skill and competence of opposing counsel should be URST

H 16 considered. See In re Cardinal Health, 528 F. Supp. 2d at 768. P&G has been represented by 17 teams of experienced attorneys from four different law firms skilled in class action defense. LOOD LOOD B 18 D. Plaintiffs’ Expenses Are Reasonable and Compensable 19 “Under the common fund doctrine, class counsel is entitled to reimbursement of all 20 reasonable out-of-pocket litigation expenses and costs in the prosecution of claims and 21 settlement, including expenses incurred in connection with document production, consulting 22 with experts and consultants, travel and other litigation-related expenses.” New England 23 Health Care Emples. Pension Fund v. Fruit of the Loom, Inc., 234 F.R.D. 627, 634-35 (W.D.

24 Ky. 2006). Plaintiffs’ Counsel are also entitled to their reasonable costs pursuant to the 25 Settlement Agreement. SA, §IX.A. In determining which expenses are reasonable and 26 compensable the question is whether such costs are of the variety typically billed by attorneys 27 to paying clients in similar litigation. In re Cardizem CD Antitrust Litig., 218 F.R.D. 508, 535 28 (E.D. Mich. 2003); see also Swigart, 2014 U.S. Dist. LEXIS 94450, at *19.

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1 Plaintiffs’ Counsel have submitted declarations attesting that $360,012.52 in expenses

2 has been incurred in prosecuting this case. See Blood Final Approval Decl., ¶¶15, 17-19 3 ($250,886.04); Futscher Final Approval Decl., ¶12 ($34,580.80); Tomasevic Final Approval 4 Decl., ¶14 ($72,974.31); O’Brien Final Approval Decl., ¶13 ($85.00); Soffin Final Approval 5 Decl., ¶12 ($1,486.37). The expenses include filing fees, travel to depositions, hearings and 6 settlement conferences, experts costs, electronic discovery hosting, deposition transcripts, 7 videography and court reporter fees, mediator fees, notice of pendency costs, computer 8 research, photocopies, postage, and telephone charges. All of these expenses were reasonably

9 and necessarily incurred, and are of the sort that would typically be billed to paying clients in 10 the marketplace. See Cardizem, 218 F.R.D. at 535 (awarding reimbursement for document

11 productions, expert fees, and travel); New England Health, 234 F.R.D. at 635 (awarding LLP

, 12 reimbursement for costs associated with maintaining an electronic document database, 13 computerized research, travel and lodging, photocopies, filing and witness fees, postage and EARDON O’R

14 delivery, and court reporters and depositions); Blood Final Approval Decl., ¶¶16-19. & 15 VIII. THE SERVICE AWARDS ARE REASONABLE AND APPROPRIATE URST

H 16 Class Representative service awards are typical in class actions. Rodriguez v. West 17 Publishing Corp., 563 F.3d 948, 958-59 (9th Cir. 2009). Here, Plaintiffs request approval of LOOD LOOD B 18 modest $2,500 service awards. The amounts requested are consistent with or below the 19 amounts typically awarded in similar litigation. Enterprise Energy Corp. v. Columbia Gas 20 Transmission Corp., 137 F.R.D. 240, 251 (S.D. Ohio 1991) (awarding $50,000 to each of six 21 class representatives); Kimber Baldwin Designs, 2017 U.S. Dist. LEXIS 186830, at *19 22 ($5,000 award); Lonardo, 706 F. Supp. 2d at 787 ($5,000 awards); Brotherton v. Cleveland, 23 141 F. Supp. 2d 907, 917 (S.D. Ohio 2001) ($50,000 incentive award reasonable); Physicians

24 of Winter Haven, LLC v. Steris Corp., No. 1:10 CV 264, 2012 U.S. Dist. LEXIS 15581, at *31 25 (N.D. Ohio Feb. 6, 2012) ($15,000 award); In re Dun & Bradstreet Customer Litig., 130

26 F.R.D. 366, 373-374 (S.D. Ohio 1990) ($55,000 to two class representatives and $35,000 to 27 three other representatives). 28

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1 The service awards requested are justified in light of the willingness of Plaintiffs to

2 devote their time and energy to prosecuting a representative action. All three Plaintiffs 3 contributed their efforts by providing information and documents to their counsel, remaining 4 informed and involved throughout the lengthy litigation, preparing for and attending their 5 depositions, contacting and consulting their counsel concerning the litigation, reviewing 6 pleadings and the Settlement Agreement, and were at all times willing to testify at trial. See 7 concurrently filed Declarations of Dino Rikos, Leo Jarzembowski, and Tracey Burns. Each 8 Plaintiff also searched for and/or provided significant documentation and information

9 throughout the litigation, including by responding to requests for their personal and private 10 medical information. Id. Further, P&G has agreed to pay these awards to the Plaintiffs separate

11 and apart from the Cash Refunds and DHIC, and payment of these awards will not reduce LLP

, 12 those amounts. 13

EARDON IX. CONCLUSION O’R

14 For the reasons set forth above, Plaintiffs respectfully request that the Motion for Final & 15 Approval be granted and the Court enter a final judgment and order: (1) confirming URST

H 16 certification of the Settlement Class; (2) confirming appointment of Plaintiffs Dino Rikos, 17 Tracey Burns, and Leo Jarzembowski as Class Representatives, and Timothy G. Blood and LOOD LOOD B 18 Thomas J. O’Reardon II of Blood Hurst & O’Reardon, LLP as Class Counsel; (4) granting 19 final approval of the Settlement; and (5) awarding the proposed attorneys’ fees and costs 20 award, and Plaintiffs’ service awards. 21 Respectfully Submitted, 22 Dated: March 2, 2018 BLOOD HURST & O’REARDON, LLP TIMOTHY G. BLOOD (CA 149343) 23 LESLIE E. HURST (CA 178432) THOMAS J. O’REARDON II (CA 247952) 24 By: s/ Timothy G. Blood 25 TIMOTHY G. BLOOD 26 501 West Broadway, Suite 1490 San Diego, CA 92101 27 Tel: 619/338-1100 619/338-1101 (fax) 28 [email protected] [email protected] 33 No. 1:11-cv-226-TSB 00131658 PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF CLASS ACTION SETTLEMENT

Case: 1:11-cv-00226-TSB Doc #: 170 Filed: 03/02/18 Page: 51 of 52 PAGEID #: 7178

1 [email protected] Attorneys for Plaintiffs and the Class 2 FUTSCHER LAW PLLC 3 DAVID A. FUTSCHER 913 N. Oak Drive 4 Villa Hills, KY 41017 Tel: 859/912-2394 5 [email protected] 6 NICHOLAS & TOMASEVIC, LLP CRAIG M. NICHOLAS (178444) 7 ALEX M. TOMASEVIC (245598) 225 Broadway, 19th Floor 8 San Diego, CA 92101 Tel: 619/325-0492 9 619/325-0496 (fax) [email protected] 10 [email protected]

11 MORGAN & MORGAN, P.A. LLP

RACHEL L. SOFFIN , One Tampa City Center 12 201 N. Franklin St., 7th Floor 13 Tampa, FL 33602 EARDON Tel: 813/223-5505 813/223-5402 (fax) O’R 14 [email protected] & 15 O’BRIEN LAW FIRM, PC

URST EDWARD K. O’BRIEN

H 16 One Sundial Avenue, 5th Floor Manchester, NH 03103 17 Tel: 603/668-0600 LOOD LOOD

B 603/672-3815 (fax) 18 [email protected] SAMUEL ISSACHAROFF 19 40 Washington Square South New York, NY 10012 20 Tel: 212/998-6580 21 [email protected] BONNETT, FAIRBOURN, FRIEDMAN 22 & BALINT, P.C. ANDREW S. FRIEDMAN 23 ELAINE A. RYAN PATRICIA N. SYVERSON (203111) 24 2325 E. Camelback Road, Suite 300 Phoenix, AZ 85016 25 Tel: 602/274-1100 602/798-5860 (fax) 26 [email protected] [email protected] 27 [email protected] Additional Attorneys for Plaintiffs 28

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1 CERTIFICATE OF SERVICE 2 I hereby certify that on March 2, 2018, I electronically filed the foregoing with the 3 Clerk of the Court using the CM/ECF system which will send notification of such filing to the 4 e-mail addresses denoted on the Electronic Mail Notice List, and I hereby certify that I have 5 mailed the foregoing document or paper via the United States Postal Service to the non- 6 CM/ECF participants indicated on the Electronic Mail Notice List. 7 I certify under penalty of perjury under the laws of the United States of America that 8 the foregoing is true and correct. Executed March 2, 2018.

9 s/ Timothy G. Blood 10 TIMOTHY G. BLOOD

11 BLOOD HURST & O’REARDON, LLP LLP

, 501 West Broadway, Suite 1490 12 San Diego, CA 92101 Tel: 619/338-1100 13 EARDON 619/338-1101 (fax) [email protected] O’R

14 & 15 URST

H 16 17 LOOD LOOD B 18 19 20 21 22 23

24 25

26 27 28

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7 Attorneys for Plaintiffs and the Class

9 UNITED STATES DISTRICT COURT

10 SOUTHERN DISTRICT OF OHIO

11 DINO RIKOS, TRACEY BURNS, and Case No. 11-CV-00226-TSB LLP

, LEO JARZEMBROWSKI, On Behalf of 12 Themselves, All Others Similarly Situated CLASS ACTION and the General Public, 13

EARDON DECLARATION OF TIMOTHY G. Plaintiffs, BLOOD IN SUPPORT OF MOTION FOR O’R

14 FINAL APPROVAL OF CLASS ACTION

& v. SETTLEMENT 15

URST THE PROCTER & GAMBLE

H 16 COMPANY, Date: April 16, 2018 Time: 10:00 a.m. 17 Defendant. Judge: Hon. Timothy S. Black LOOD LOOD

B Courtroom: 815 18

19 20 21 22 23

24 25

26 27 28

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1 I, TIMOTHY G. BLOOD, declare:

2 1. I am an attorney duly licensed to practice before all courts of the State of 3 California and am admitted pro hac vice to practice before this Court. I am the managing 4 partner of the law firm of Blood Hurst & O’Reardon, LLP (“BHO”), Class Counsel and one of 5 the counsel for Plaintiffs Dino Rikos, Tracey Burns, and Leo Jarzembowski (collectively, 6 “Plaintiffs”).1 I have personal knowledge of the matters stated herein and, if called upon, could 7 and would competently testify to them. I submit this declaration in support of Plaintiffs’ 8 Motion for Final Approval of Class Action Settlement and Request for Award of Attorneys’

9 Fees and Expenses. 10 2. I previously submitted a declaration in support of Plaintiffs’ motion for

11 preliminary approval where I described the history of this litigation. Rather than repeat it here, LLP

, 12 I incorporate that discussion by reference. See Doc. No. 166-1 at ¶¶3-44, PageID 6870-6879. 13 3. I believe that the requested fees and costs, which represent a discount on the EARDON O’R

14 actual time and costs invested by Plaintiffs’ Counsel in this litigation over the last seven-plus & 15 years, are fair and reasonable under controlling law, particularly in light of the results realized URST

H 16 for the Class. I also believe that the requested service awards are fair compensation, and 17 probably modest, for the services rendered by the Class Representatives. LOOD LOOD B 18 4. My firm prosecuted this litigation on a contingent fee basis with no guarantee 19 of recovery. My firm, along with co-counsel, incurred 100% of the risk in pursuing the 20 litigation. My firm advanced expenses with the understanding that we would be paid a fee and 21 receive reimbursement for expenses only if successful. 22 5. I am the lead partner at BHO on this case, and I have been involved in every 23 aspect of it from inception through the present. I was the lead attorney responsible for motions,

24 briefs, related hearings and arguments before this Court and the Sixth Circuit, and negotiating 25 the settlement of this action. My partner, Thomas O’Reardon also played a primary role in 26 prosecuting this action, and was responsible for pursuing discovery from P&G as well as the 27

1 28 All capitalized terms herein have the same meaning as set forth in the Settlement Agreement. Doc. No. 166-2. 1 Case No. 1:11-cv-226-TSB 00130667 BLOOD DECL ISO PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF SETTLEMENT

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1 more than 30 third-parties we subpoenaed. He also assisted me with class certification

2 briefing, and was the primary attorney responsible for working with the seven experts we 3 retained, and taking, defending or preparing the 19 depositions of fact witnesses, P&G’s 4 corporate designees, and outside experts. My partner, Leslie Hurst, took a lead role in drafting 5 oppositions to P&G’s motions to dismiss and transfer, as well as the appellate briefing before 6 the Sixth Circuit Court of Appeals. The work performed by my firm and by our co-counsel is 7 detailed in my declaration and the memoranda submitted in connection with preliminary 8 approval filed September 29, 2017. See Doc. No. 166-1 at ¶¶3-44 (PageID 6870-6879); Doc.

9 No. 166 (Preliminary Approval Motion) at PageID 6838-6842. 10 6. The services rendered and work performed by my firm’s attorneys, paralegals,

11 and other professionals and paraprofessionals covered every aspect of this intense litigation LLP

, 12 that spanned nearly seven years. My firm took the lead at every stage of the Action from 13 researching and drafting the complaints, pleadings-related motion practice, class certification EARDON O’R

14 and appeals, fact depositions, document review, third-party subpoenas, multiple rounds of & 15 expert reports and discovery, trial preparation, and numerous mediation attempts. The motion URST

H 16 practice in this Action was substantial: two motions to dismiss, a motion to transfer venue, 17 motion for judgment on the pleadings, motion to strike class allegations, motions to stay, LOOD LOOD B 18 motions to compel discovery responses, motion for leave to amend, motion for class 19 certification, Rule 26(f) petition to appeal class certification, appellate briefing on the class 20 certification order, a petition for en banc rehearing, motion to stay issuance of a Sixth Circuit 21 mandate, and a petition for writ of certiorari to the United States Supreme Court. These 22 motions were heavily contested, with some involving a sur-reply and a sur-sur-reply. This 23 Action also involved substantial discovery. Plaintiffs’ Counsel conducted significant pre-suit

24 investigation and analysis of the scientific basis for Align’s advertising claims; conducted and 25 defended 19 depositions, including those of Defendant’s corporate designees, marketing and 26 science employees, scientific experts, and two third-party scientists; reviewed over 750,000 27 pages of documents produced by Defendant; and subpoenaed documents and testimony from 28 over 30 third-parties who produced tens of thousands of pages of documents. Plaintiffs’

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1 Counsel also responded to extensive discovery served on Plaintiffs, defended Plaintiffs’

2 depositions, and worked with more than seven of their own expert witnesses and consultants to 3 prepare for class certification and trial, including exchanging expert reports and conducting 4 expert depositions. My firm also took the lead on mediation efforts throughout various stages 5 of the Action. This included use of three separate mediators, settlement meetings between the 6 Parties, including scientific evidence presentations, and continued negotiations for over five 7 months about every aspect of the Settlement and its exhibits even after a memorandum of 8 understanding was reached. We also vetted the Settlement Administrator, drafted preliminary

9 and final approval briefing, and assisted with claims administration and Settlement Class 10 Member inquiries.

11 7. I am thoroughly familiar with the quality and quantity of work done in this case LLP

, 12 by all of the lawyers representing Plaintiffs and the Class. I have endeavored to ensure there 13 was no unnecessary work or duplication of effort. The Settlement Agreement authorizes my EARDON O’R

14 firm as Class Counsel to allocate any fees and costs award among Plaintiffs’ Counsel, and I & 15 believe we are well-suited to this task. URST

H 16 8. I believe the time expended by my firm in this litigation was reasonable and 17 necessary in light of the amount of work required to litigate this action for more than seven LOOD LOOD B 18 years in two district courts, the Sixth Circuit Court of Appeals, and the Supreme Court. My 19 firm was lead counsel and played the leading role in briefing and arguing every motion, 20 pursuing discovery, working with experts, preparing for trial, and negotiating the settlement. 21 There has been no unreasonable duplication of services for which my firm and my co-counsel 22 now seek compensation. In those situations in which two or more attorneys participated in any 23 matter, the participation was reasonable because of the complexity of the issues involved and

24 the time constrains which existed. Tasks were delegated appropriately among senior attorneys, 25 junior attorneys, and paralegals according to their complexity. 26 9. The following information regarding my firm’s time and out-of-pocket 27 expenses is taken from time and expense records prepared and maintained by the firm in the 28 ordinary course of business. The time records were prepared daily or shortly thereafter by each

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1 attorney or paralegal working on the litigation. The expense records are prepared from

2 receipts, expense vouchers, check records and other documents, and are an accurate record of 3 the expenses. I reviewed the printouts and also reviewed the backup documentation where 4 necessary. The purpose of these reviews was to confirm the accuracy of the entries on the 5 printouts as well as the reasonableness of the time and expenses committed to the litigation. 6 10. The schedule below provides a summary of the hours expended by timekeepers 7 from my firm who performed work in this litigation. The schedule includes the name of each 8 person who worked on the case, hourly billing rates, the number of hours expended, and the

9 resulting lodestar for each timekeeper. The backgrounds and qualifications of the BHO 10 attorneys who worked on the matter are set forth in the Firm Resume, which was attached as

11 Exhibit 3 to my declaration in support of preliminary approval. See Doc. No. 166-4. In LLP

, 12 addition, over the past seven years, my firm has hired long-term staff attorneys to assist with 13 review and analysis of P&G’s large document production. They work with the other attorneys EARDON O’R

14 and professionals on the case and work in our office. The staff attorneys also were used to & 15 compile subject matter and witness-specific reports, assist with deposition preparation, and URST

H 16 analyze and develop specific factual issues that were used in prosecuting and settling the 17 Action. Geoffrey D. La Val and Craig Straub were staff attorneys at BHO who were tasked LOOD LOOD B 18 with primary responsibilities for oversight and initial review and analysis of the large number 19 of documents produced in connection with this litigation. Both attorneys have experience in 20 complex litigation, large document review projects, and false advertising class actions. Mr. La 21 Val earned his B.A. from University of California, Berkley and his juris doctor from California 22 Western School of Law. He was admitted to the State Bar of California in December 2011. 23 Mr. Straub began working on this action in 2016. He earned his B.S. in Chemical Engineering

24 from Texas A&M University and his J.D., magna cum laude, from California Western School 25 of Law. He was admitted to the State Bar of California in 2007, and is a registered patent 26 attorney with the USPTO. Mr. Straub has substantial document review and analysis experience 27 in complex litigation, including on projects at DLA Piper, Bernstein Litowitz Berger & 28 Grossman, LLP, and other firms. In addition to the staff attorneys, and those BHO attorneys

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1 listed in the Firm Resume, Elle Chaseton and Bethany C. Maxwell were senior paralegals at

2 BHO. Ms. Chaseton has over twenty years of experience as a litigation paralegal, including 3 spending 14 years at the class action firm Milberg Weiss Bershad Hynes & Lerach, LLP and 4 Robbins Geller Rudman & Dowd, LLP prior to joining BHO in 2015. She earned her Paralegal 5 Certificate from the University of San Diego, Master’s degree in Paralegal Studies from the 6 George Washington University, has an advanced certified paralegal certificate with a specialty 7 in discovery, and a bachelor’s degree from the University of Nevada Las Vegas. Prior to 8 joining BHO, Ms. Maxwell spent ten years with the law office of Buchalter Nemer, P.C. in

9 San Francisco, focusing on litigation. Ms. Maxwell earned her Paralegal Certificate at San 10 Francisco State University, where she was awarded Highest Honors and the Delmar Legal

11 Studies Award for excellence in legal research. She also holds a dual Bachelor’s degree from LLP

, 12 Smith College. 13 11. The lodestar calculation is based on the firm’s current billing rates, other than EARDON O’R

14 those no longer employed by the firm, in which event their billing rate at the time they stopped & 15 working at the firm is used. These rates have been determined to be reasonable by numerous URST

H 16 other courts in class action litigations. A sample of courts that have approved BHO’s standard 17 billing rates and attorneys’ fees as reasonable include: LOOD LOOD B 18 (a) Warner v. Toyota Motor Sales, U.S.A., Inc., No. CV 15-2171 FMO 19 (FFMx), 2017 U.S. Dist. LEXIS 77576, at *42-43 (C.D. Cal. May 21, 2017) (approving BHO 20 rates as reasonable given “the prevailing rates in the community for lawyers of comparable 21 skill, experience, and reputation”); 22 (b) In re Hydroxycut Mktg. & Sales Practices Litig., MDL No. 2087, 2014 23 U.S. Dist. LEXIS 162106, at *192 (S.D. Cal. Nov. 18, 2014) (approving hourly rates of Blood

24 Hurst & O’Reardon, LLP as “typical rates for attorneys of comparable experience”); 25 (c) Hartless v. Clorox Company, 273 F.R.D. 630, 644 (S.D. Cal. 2011) 26 (overruling objections to hourly rates, stating that BHO’s hourly rates “have been accepted in 27 other class action cases and are comparable to rates approved by other district courts in class 28 action litigation”);

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1 (d) In re Skechers Toning Shoe Prods. Liab. Litig., MDL No. 2308, 2013

2 U.S. Dist. LEXIS 67441, at *51-52 (W.D. Ky. May 13, 2013) (approving BHO’s hourly rates, 3 stating that “a lodestar cross-check demonstrates the reasonableness of the fees award”); 4 (e) Dennis v. Kellogg Co., No. 09-cv-1786-L (WMC), 2013 U.S. Dist. 5 LEXIS 163118, at *22-23 (S.D. Cal. Nov. 14, 2013) (approving BHO’s hourly rates as 6 “fall[ing] within typical rates for attorneys of comparable experience”); 7 (f) Johnson v. General Mills, Inc., No. SACV 10-00061-CJC(ANx), 2013, 8 U.S. Dist. LEXIS 90338, at *19-21 (C.D. Cal. June 17, 2013) (approving hourly rates and time

9 spent by BHO, stating “[t]he Court has considered class counsel’s rates and finds they are 10 reasonable because of the experience of the attorneys and prevailing market rates”) (citing

11 BHO firm resume); LLP

, 12 (g) Blessing v. Sirius XM Radio, Inc., No. 09 CV 10035 (HB), 2011 U.S. 13 Dist. LEXIS 94723, at *17 (S.D.N.Y. Aug. 24, 2011) (approving fee award as “reasonable EARDON O’R

14 under both the lodestar and percentage method of calculation”); & 15 (h) In re Adobe Systems Inc. Privacy Litig., No. 5:13-cv-05226-LHK, Doc. URST

H 16 No. 107 (N.D. Cal. Aug. 13, 2015) (approving hourly rates and time spent by BHO, finding 17 “counsel’s hourly rates to be reasonable and in line with the prevailing rates in the community LOOD LOOD B 18 for complex litigation”). 19 Furthermore, based on my knowledge of the class action plaintiff’s bar nationwide, the 20 rates charged by my firm are in line with or lower than the rates charged by other firms that 21 handle class actions of similar size and complexity. In addition, the rates are consistent with 22 rates reported in applicable billing surveys, including the rates of the three law firms hired by 23 P&G to litigate this action. A copy of the 2014 National Law Journal Billing Rate Survey is

24 attached as Exhibit A. The 2014 National Law Journal Billing Survey lists the following rates 25 for firms hired by P&G in this action: Baker & Hostetler ($275-$670 for partners, and $210- 26 $350 for associates); Jones Day ($445-$975 for partners, and $205-$775 for associates); and 27 Weil, Gotshal & Manges ($625-$1,075 for partners, and $300-$790 for associates)). Id. at 2, 8, 28 16. Each of the current BHO attorneys who have worked on this Action has practiced for the

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1 following number of years: Mr. Blood – 27 years; Ms. Hurst – 22 years; Mr. O’Reardon –

2 11 years; Ms. McPherson – 18 years; Ms. Brown – 10 years; Mr. Straub – 10 years; and 3 Ms. Bass – 9 years. The billing survey demonstrates that based on the years of experience of 4 each of the attorneys, the hourly rates of $305.00 to $810.00 are reasonable. 5 12. The total number of hours spent on this litigation by professional staff at my 6 firm as of March 1, 2018, was 6,771.75 hours. The total lodestar for attorney and paralegal 7 time is $3,313,918.75.

8 Attorney/Paralegal Hours Rate Lodestar Bar Admission 9 Timothy G. Blood 943.75 $810 $764,437.50 1990 10 (Partner) Leslie E. Hurst 319.00 $660 $210,540.00 1995 11

LLP (Partner)

, 12 Thomas J. O’Reardon II 1,826.25 $560 $1,022,700.00 2006 (Partner) 13 EARDON Paula R. Brown 45.50 $510 $23,205.00 2007 (Partner) O’R

& Jennifer MacPherson 172.50 $435 $75,037.50 1999 15 (Of Counsel)

URST Camille S. Bass 78.50 $410 $32,185.00 2014 H 16 (Associate) 17

LOOD LOOD Tiffany Bailey 21.00 $320 $6,720.00 2007

B (Staff Attorney) 18 Bonnie R. Benitez 51.75 $350 $18,112.50 1998 19 (Staff Attorney) Orion Bylsma 44.75 $320 $14,320.00 2009 20 (Staff Attorney) 21 John Scott Carter 62.50 $400 $25,000.00 2002 (Staff Attorney) 22 Geoffrey Drew La Val 1,493.50 $335 $500,322.50 2011 (Staff Attorney) 23 Carlo Labrado 256.00 $400 $102,400.00 2012 24 (Staff Attorney) Tran Nguyen 259.00 $350 $90,650.00 2014 25 (Staff Attorney) 26 Craig W. Straub 810.75 $385 $312,138.75 2007 (Staff Attorney) 27 Mingzhao Xu (Staff 82.00 $375 $30,750.00 2009 Attorney) 28

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1 Elle Chaseton 187.25 $280 $52,430.00 n/a (Paralegal) 2 Bethany C. Maxwell 117.75 $280 $32,970.00 n/a 3 (Paralegal) 4 TOTALS 6,771.75 $3,313,918.75

5 13. The hours and lodestar incurred by my firm will increase because, as Class 6 Counsel, my firm is responsible for any further briefing in this case, attending the final 7 approval hearing, and the post hearing work, including claims administration. On an ongoing 8 basis, my firm has been and will continue to be in regular contact with Settlement Class

9 Members who contact us regarding the Settlement, as well as with P&G’s Counsel and the

10 Settlement Administrator regarding the status of Class Notice and any Settlement Class

11 Member inquiries, will continue to oversee the notice and administration process and will LLP

, 12 continue to regularly review and act on the reports provided by the Settlement Administrator, 13 EARDON as well as address issues which will arise. O’R 14 14. My firm’s lodestar figures are based upon the firm’s billing rates, which rates & 15 do not include charges for expense items. Expense items are billed separately and such charges URST

H 16 are not duplicated in my firm’s billing rates. 17 LOOD LOOD 15. As detailed below, my firm has incurred a total of $250,886.04 in unreimbursed B 18 expenses in connection with the prosecution of this litigation from inception through February 19 23, 2018. The expenses incurred in this action are reflected in the books and records of my 20 firm. These books and records are prepared from expense vouchers, check records and other 21 source materials and are an accurate record of the expenses incurred.

22 16. The out-of-pocket litigation expenses incurred by BHO are reasonable in

23 amount and were necessary for the effective and efficient prosecution of the litigation. In 24 addition, I believe the expenses are all of a type that normally would be charged to a fee- 25 paying client in the private legal marketplace and have actually been charged by my firm to 26 fee-paying clients. They are also the categories of expenses that have been awarded to my firm 27 and other plaintiff’s counsel in other class action settlements, including in the following cases: 28 Warner v. Toyota Motor Sales, U.S.A., Inc., No. CV 15-2171 FMO (FFMx) (C.D. Cal. 2017);

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1 Murr v. Capital One Bank (USA), N.A., No. 1:13-cv-01091-LMB-TCB (E.D. Va. 2015); In re:

2 Hydroxycut Mktg. and Sales Prac. Litig., MDL No. 2086 (S.D. Cal. 2014); Serochi v. Bosa, 3 No. 2009-00096686 (S.D. Super. Ct. 2014); Hartless v. Clorox Co., No. 06-cv-02705 (S.D. 4 Cal. 2011); Johnson v. Gen. Mills, Inc., No. 10-cv-00061 (C.D. Cal. 2013); Grabowski v. 5 Skechers U.S.A., Inc., No. 12-cv-00204 (W.D. Ky. 2013); Schwartz v. Reebok Int’l Ltd., No. 6 10-cv-12018 (D. Mass. 2012); Nelson v. Mead Johnson & Co., LLC, No. 09-cv-61625 (S.D. 7 Fla. 2012); and Gemelas v. The Dannon Co., Inc., No. 08-cv-00236 (N.D. Ohio 2011). 8 17. The following expenses were incurred in this litigation. Of the total listed

9 below, my firm’s out-of-pocket litigation expenses are $250,886.04. The additional $75,000 in 10 expenses were paid by our co-counsel, Futscher Law, PLLC and Nicholas & Tomasevic, LLP,

11 through contributions they made to the litigation fund established by my firm for this case: LLP

, 12 Expense Category Total 13 Copying: In-House $11,729.20 EARDON Copying: Outside $2,399.89 O’R

& Filing / Court Fees $1,296.00 15 Service of Process $6,795.60 URST

H 16 Experts / Consultants $64,100.00 17 Depositions / Court Reporters / Videographers $47,105.02 LOOD LOOD

B Mediation Fees $17,613.55 18 Document Database / ESI Services $74,272.47 19 Postage / FedEx / Messenger $2,767.48 20 LexisNexis / PACER $1,856.94 Conference Calls $203.07 21 Transportation, Hotels & Meals $27,967.09 22 Class Notice and Outreach $69,572.47 23 Miscellaneous $423.66

24 TOTAL $325,886.04

25 18. The following is additional information regarding these expenses: 26 (a) In-House Photocopying/Printing: The requested copy costs were 27 incurred in connection with providing the Court with hard-copies of filings and additional in- 28 house copies, printing case law when necessary, analyzing certain documents produced in

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1 discovery, and printing multiple copies of documents for use in the many depositions

2 throughout this case. In order to help minimize copy expenses, we agreed with counsel for 3 P&G to serve documents by electronical mail only. Each time our copy machine is used, our 4 billing system requires that a case code be entered. For each page copied or printed, my firm 5 charges 35 cents. This is the rate charged to all clients, including non-contingency clients. The 6 rate is determined by calculating the approximate cost to my firm per page, without any mark- 7 up. The calculation includes the monthly copy machine rental, the price-per-page charged by 8 our vendor and paper and toner costs, which are not included in the price-per-page cost. The

9 average is approximate because it varies each month depending upon the number of 10 photocopies made for a particular month, but 35 cents is an accurate approximate average over

11 time. The per-page amount is higher than an outside copy service because we print relatively LLP

, 12 few copies as part of an effort to use less paper. While the per-page amount may be higher, the 13 overall cost is lower than if we printed more copies at a rate that would lower the per-page EARDON O’R

14 cost. & 15 (b) Outside Copying: This includes $2,359.20 paid to Wilson-Epes for the URST

H 16 required multiples copies and binding of Plaintiffs’ briefing before the Supreme Court. This 17 also includes FedEx / Kinkos charges for copies of documents made in connection with out-of- LOOD LOOD B 18 town depositions. 19 (c) Filing/Court Fees: This includes the filing and attorney admission fees 20 required by the courts in this litigation. 21 (d) Postage / FedEx / Messenger: These costs relate to messenger and 22 overnight delivery services, including courtesy copies of filings as required by this Court and 23 the Supreme Court, potential exhibits relating to out-of-town depositions conducted via

24 videoconference, documents for expert witnesses to review, and mediation briefs and exhibits 25 to Mr. Piazza. 26 (e) Service of Process: These costs relate to service of process of the 27 summons and complaint, and personal service of Plaintiffs’ subpoenas for documents and/or 28

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1 testimony on more than 30 marketing agencies, scientists, and retailers implicated in this

2 action. 3 (f) Depositions / Transcripts / Videographers: These costs include court 4 reporter and/or videographer fees in connection with depositions taken in this action. 5 (g) Experts / Consultants: This cost includes fees charged by the eight 6 experts and consultants Plaintiffs retained and relied on in this matter: 7 (i) Srinadh Komanduri, M.D., M.S. Plaintiffs retained 8 Dr. Komanduri to provide analysis of the scientific issues in support of Plaintiffs’ motion for

9 class certification. Dr. Komanduri is an associate professor at Northwestern University’s 10 Feinberg School of Medicine, Division of Gastroenterology, and charges $400-$500/hour for

11 his expert services. Dr. Komanduri’s clinical and academic experience includes the study of LLP

, 12 the gastrointestinal microflora and the use of probiotic bacteria in the treatment of disease and 13 management of symptoms. Dr. Komanduri’s work product and expert declaration was used in EARDON O’R

14 connection with prosecution of this action. & 15 (ii) Stefano Guandalini, M.D. Plaintiffs retained Dr. Guandalini to URST

H 16 provide analysis of the scientific issues in support of discovery, settlement and to provide trial 17 testimony in this action. Dr. Guandalini is Professor of Pediatrics and Director of the Division LOOD LOOD B 18 of Gastroenterology, Hepatology and Nutrition of the Department of Pediatrics, University of 19 Chicago. Dr. Guandalini has published more than 200 peer-reviewed papers, presented more 20 than 350 invited lectures, authored several invited reviews and book chapters on the use of 21 probiotics, and was the principal investigator of the largest study published in the effects of a 22 probiotic in children with diarrhea. Dr. Guandalini charges $500/hour for his expert services. 23 Dr. Guandalini’s expert reports and work product were used in connection with prosecution of

24 this action. 25 (iii) Patrick Schloss, Ph.D. Plaintiffs retained Dr. Schloss to provide

26 analysis of the scientific issues in support of discovery, settlement and to provide trial 27 testimony in this action. Dr. Schloss is an Associate Professor at the University of Michigan 28 School of Medicine in the Department of Microbiology & Immunology. Dr. Schloss is an

11 Case No. 1:11-cv-226-TSB 00130667 BLOOD DECL ISO PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF SETTLEMENT

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1 expert microbiologist, was a key contributor to the NIH’s Human Microbiome Project, and has

2 particular expertise in how changes in the structure and function of the human microbiome 3 may affect human and environmental health. Dr. Schloss charges $400/hour for his expert 4 services. Dr. Schloss’ expert reports and work product were used in connection with 5 prosecution of this action. 6 (iv) Thomas Maronick, DBA, JD. On the issue of marketing, 7 Plaintiffs retained Dr. Maronick. Dr. Maronick charged $550/hour for his expert services. 8 Until his retirement in 2017, Dr. Maronick spent 30 years as Professor of Marketing at Towson

9 University’s College of Business and Economics. Dr. Maronick has a doctorate in business 10 administration from the University of Kentucky, with a major in marketing. Dr. Maronick is an

11 inactive member of the Maryland bar and earned his juris doctor from the University of LLP

, 12 Baltimore School of Law. Dr. Maronick was a director of impact evaluation in the Bureau of 13 Consumer Protection at the Federal Trade Commission from 1980 through 1997. There, EARDON O’R

14 Dr. Maronick was the in-house marketing expert for all divisions of the FTC, advising & 15 attorneys and senior management on marketing aspects of cases being considered or URST

H 16 undertaken by attorneys. Dr. Maronick was also responsible for the evaluation of research 17 submitted by firms being investigated by the FTC, and for the design and implementation of LOOD LOOD B 18 all consumer research undertaken by the FTC’s Bureau of Consumer Protection during that 19 period. We engaged Dr. Maronick to review and assist in analyzing the large number of 20 documents produced in the litigation regarding the impact of various advertising and 21 marketing campaigns which P&G undertook, contemplated, or planned to undertake. 22 Dr. Maronick also analyzed the litigation surveys conducted by P&G’s outside litigation 23 expert. Dr. Maronick’s expert analysis, including his two expert reports were critical to one of

24 the major issues in the case. 25 (v) Charles S. Davis, Ph.D. Dr. Davis obtained his Ph.D. in

26 biostatistics from the University of Michigan in 1987. Dr. Davis has worked as a statistician at 27 various health care organizations including the Mayo Clinic, and was a faculty member in the 28 Department of Biostatistics at the University of Iowa from 1987-2001. Since founding CSD

12 Case No. 1:11-cv-226-TSB 00130667 BLOOD DECL ISO PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF SETTLEMENT

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1 Biostatistics, Inc. in 2005, Dr. Davis has consulted for more than 350 companies and served on

2 more than 120 Independent Data Monitoring Committees and Steering Committees for Phase 3 I, II, and III clinical trials. He has published 91 papers in peer-reviewed journals, four book 4 chapters, two books, and served as a referee for numerous peer-reviewed medical and statistics 5 journals. Dr. Davis provided critical testimony reviewing and critiquing three of the major 6 scientific studies relied on by P&G. Dr. Davis also performed a meta-analysis of the scientific 7 study data relating to the bacteria in Align. 8 (vi) Nancy Chew, M.S. RAC FRAPS. Ms. Chew holds a BA in

9 Biology and a MS in Physiology and is a certified regulatory affairs expert with over 30 years’

10 experience in FDA Regulatory Affairs. Since 1976, Ms. Chew has provided consulting

11 services regarding regulatory strategy, drug development strategy, FDA liaison, and regulatory LLP

, 12 research, including providing expert testimony in litigation matters concerning FDA processes 13 and procedures, and drug development practices. She had lectured frequently and taught EARDON O’R

14 courses on FDA regulatory affairs for most of her career. Nancy Chew charged $500/hour and & 15 provided expert testimony in rebuttal to P&G’s regulatory litigation expert, Elizabeth URST

H 16 Campbell, including as to the role of DSHEA and FDA enforcement relating to the sale of 17 probiotic dietary supplements. LOOD LOOD B 18 (vii) Robert A. Taylor, CPA/ABV. Robert Taylor, a Principal at 19 Brinig Taylor Zimmer, Inc., is a Certified Public Accountant and holds an MBA with an 20 emphasis in Finance from San Diego State University. He has qualified as an economic 21 damage expert witness on many occasions in various state and federal courts. We are charged 22 $350/hour for Mr. Taylor’s services in this action. Mr. Taylor provided expert analysis and an 23 expert report relating the economic damages.

24 (viii) Bruce K. Bernard, Ph.D. Plaintiffs retained Dr. Bernard as a 25 consultant to provide forensic analysis of scientific data relied on by P&G and generate

26 approaches to presenting scientific evidence and effectively critiquing evidence presented by 27 P&G. Dr. Bernard received his Ph.D. in Pharmacology/Toxicology (Major), 28 Psychology/Biostatistics (Minor) from Purdue University. Dr. Bernard has worked as a

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1 professor and consultant in the areas of scientific data evaluation and generation for more than

2 40 years and is currently the president of SRA Consulting, Inc., a consulting firm that 3 specializes in the evaluation of substances and devices with regard to their potential effects on 4 human health and the environment. Dr. Bernard has published numerous peer-reviewed 5 articles, served as associate editor of the International Journal of Toxicology, and consulted for 6 the National Institutes of Health, National Academy of Science, National Institutes of Health, 7 and the FDA. In this action, Dr. Bernard charged $400/hour for his expert services. 8 Dr. Bernard’s work product was used in connection with prosecution of this action, including

9 in review of the many science-related expert reports and in preparation for science-related 10 depositions.

11 (h) Electronic Document Management: This is for amounts paid to an e- LLP

, 12 discovery specialist, DTI Global, for monthly hosting, storage and management of documents 13 produced in the Action in response to discovery requests. P&G and third-parties produced over EARDON O’R

14 772,000 pages of discovery, including emails. Thus, it was necessary for my firm and co- & 15 counsel to be able to search, review, code, and organize these documents on the secure, URST

H 16 Internet-based electronic database hosted by DTI. The Relativity platform hosted by DTI is a 17 standard ESI software tool used in complex litigation involving large data productions. The LOOD LOOD B 18 online Relativity platform also allowed us to efficiently coordinate document review and 19 coding with co-counsel, and access the documents in connection with out-of-town depositions 20 and hearings. We also paid $3,993.08 to SALIX, an e-discovery vendor in Cincinnati, for 21 converting 57,045 pages of documents from third-parties to a usable, searchable format for 22 loading onto the Relativity platform. 23 (i) Online Research: $1,209.68 was paid to LexisNexis for legal research,

24 and $647.26 was paid to the Administrative Office of the United States Courts for PACER 25 research of federal court filings. LexisNexis is used to obtain access to legal research, factual

26 databases, and for cite-checking of briefs. The expense amount detailed herein represents the 27 out-of-pocket costs incurred by my firm in connection with use of these services in connection 28 with this litigation. My firm has a flat-rate contract with LexisNexis for use of its services.

14 Case No. 1:11-cv-226-TSB 00130667 BLOOD DECL ISO PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF SETTLEMENT

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1 When my firm utilizes LexisNexis services, a billing code is entered for the specific case being

2 researched. At the end of each billing period in which a service is used, BHO’s costs for such 3 services are allocated to specific cases based on the percentage of use in connection with that 4 specific case in the billing period. As a result of the flat fee we negotiated with LexisNexis, we 5 do not charge the “market rate” for a la carte use of online legal research services, which some 6 law firms charge their clients. 7 (j) Conference Calls: These conference call charges were incurred to make 8 or host conference calls in this Action, including status conferences with the Court. The

9 conference call phone charges are allocated to each case by punching in a case code after 10 accessing the conference call number. The case code is mandatory to host a conference call. At

11 the end of each billing period, the conference call charges for each case are entered into our LLP

, 12 billing system. 13 (k) Transportation, Hotels and Meals: These travel costs were in connection EARDON O’R

14 with depositions and hearings in this Action. Attorneys at BHO took the lead role in each & 15 hearing before this Court and the Sixth Circuit. My partner, Thomas O’Reardon, traveled for URST

H 16 five out-of-town depositions – two in Cincinnati, and one each in Washington, D.C., Houston, 17 and Chapel Hill, NC. He took the lead role in four of those, and second-chaired the fifth. When LOOD LOOD B 18 practicable, my firm minimized costs by first-chairing depositions of out-of-town deponents 19 via videoconference, doing so on four occasions. 20 (l) Miscellaneous: This includes charges incurred to obtain Align-related 21 scientific publications from peer-reviewed journals. These publications were used throughout 22 the litigation, including in connection with expert discovery. This also includes costs for Align 23 product exemplars used in connection with factual research, depositions and the class

24 certification hearing, as well as TransUnion expenses for background research on witnesses. 25 (m) Class Notice and Outreach: On June 19, 2014, the Court granted class

26 certification and ordered notice of pendency to be sent pursuant to Fed. R. Civ. P. 23(c)(2)(B). 27 Plaintiffs retained Angeion Group, LLC, an experienced class notice and claims administrator, 28 to implement and disseminate the class notice and opt-out requests. See Doc. Nos. 158-159.

15 Case No. 1:11-cv-226-TSB 00130667 BLOOD DECL ISO PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF SETTLEMENT

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1 Pursuant to the Court’s Order, the Court-approved notice of pendency was disseminated via

2 print and online publication methods, and included a class notice website. Angeion Group 3 charged $68,272 for these services, plus $100 per month for hosting the class notice website. 4 In addition, during September and October 2016, we publicized the pendency of this Action on 5 Top Class Actions website, which also permitted us to collect relevant information and 6 testimony from Align consumers. We were charged $4,500 for this service. In response to our 7 efforts we received feedback from over 1,000 Settlement Class Members. This provided 8 valuable information in connection with prosecuting the Action, assisted in developing themes

9 for discovery, and supplied a large number of witnesses to testify at trial. 10 19. Collectively, Plaintiffs’ Counsel seek reimbursement of $360,012.52 in out-of-

11 pocket expenses from this Action. As stated in their respective declarations, the five firms have LLP

, 12 each expended the following amounts: 13 EARDON Firm Expenses Requested O’R

14 Blood Hurst & O’Reardon, LLP $250,886.04 & 15 Futscher Law, PLLC $34,580.80 URST

H 16 Nicholas & Tomasevic, LLP $72,974.31 17 LOOD LOOD O’Brien Law Firm, PC $85.00 B 18 Morgan & Morgan, P.A. $1,486.37 19 TOTAL $360,012.52 20 21 20. To analyze and prepare the response to P&G’s petition for certiorari to the 22 United States Supreme Court, Plaintiffs retained counsel with expertise in Supreme Court 23 appellate practice. This team was led by Samuel Issacharoff. Professor Issacharoff is the Reiss

24 Professor of Constitutional Law at the New York University School of Law. He is a 1983 25 graduate of Yale Law School, and has also held faculty positions at the University of Texas

26 School of Law and Columbia Law School. Professor Issacharoff is widely published in the 27 areas of civil procedure in general and class actions in particular, including serving as the 28 reporter for the American Law Institute’s Principles of the Law of Aggregate Litigation

16 Case No. 1:11-cv-226-TSB 00130667 BLOOD DECL ISO PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF SETTLEMENT

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1 (2010). Assisting Professor Issacharoff in this Action was Robert H. Klonoff, a current

2 professor and the former Dean at Lewis & Clark Law School. Professor Klonoff graduated 3 from Yale Law School in 1979, was Assistant to the Solicitor General of the United States 4 from 1983-1986, a class action defense attorney at Jones Day from 1989-2007, and currently is 5 the academic member of the Advisory Committee on Rules of Civil Procedure. Profs. 6 Issacharoff and Klonoff were assisted by Geoffrey C. Shaw (Yale Law School ‘16) and 7 Corinne Blalock (Duke Law School ‘14). Following law school, Ms. Blalock clerked for Judge 8 Anthony Joseph Scirica at the Third Circuit Court of Appeals, and Mr. Shaw clerked for Judge

9 Stephen Reinhardt at the Ninth Circuit Court of Appeals and Justice Anthony M. Kennedy. 10 21. The total number of hours spent on this litigation by the Professor Issacharoff’s

11 team was 307.50 hours. The total lodestar for the Issacharoff Group is $121,312.50. LLP

, 12 Hours Rate Lodestar 13 EARDON Samuel Issacharoff 79.50 $900 $71,550.00 O’R

14 Robert H. Klonoff 31.50 $800 $25,200.00 & 15 Corinne Blalock 94.00 $125 $11,750.00 URST

H 16 Geoffrey C. Shaw 102.50 $125 $12,812.50 17 LOOD LOOD

B TOTALS 307.50 $121,312.50 18 19 22. As of March 1, 2018, Class Counsel are not aware of any objections or opt-outs 20 to the Settlement. 21 23. I am informed by the settlement administrator that, as of February 28, 2018, 22 there have been 151,445 claims submitted by Settlement Class Members. Based on this rate, it 23 appears likely that Cash Refund Claims will exceed $10 million.

24 I declare under penalty of perjury under the laws of the United States of America that 25 the foregoing is true and correct. Executed this 2nd day of March, 2018, at San Diego,

26 California. 27 By: s/ Timothy G. Blood TIMOTHY G. BLOOD 28

17 Case No. 1:11-cv-226-TSB 00130667 BLOOD DECL ISO PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF SETTLEMENT

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Exhibit A AILMLEGAL ~ INTELLIGENCE Case: 1:11-cv-00226-TSB Doc #: 170-1 Filed: 03/02/18 Page: 20 of 37 PAGEID #: 7199 More research. More insight. Mote buslnHL

2014 NLJ Billing Survey

Ye Firm Name Location Average FTE Partner Billing Partner Billing Partner Billing Rate Associate Associate Associate Billing Counsel Counsel Counsel NLJ Billing Source Notes Attorneys Rate High Rate Low Avg Billing Rate Billing Rate Rate Avg Avg Low High High Low

2014 Adams and Reese New Orleans, LA 318 $700.00 $305.00 $420.00 $315.00 $220.00 $270.00 $500.00 $425.00 $575.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Akerman Miami, FL 523 $880.00 $360.00 $535.00 $465.00 $205.00 $305.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Akin Gump Strauss Hauer & Washington, DC 809 $1220.00 $615.00 $785.00 $660.00 $365.00 $525.00 National Law Journal, Full-time equivalent (FTE) Feld December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Allen Matkins Leck Gamble Los Angeles, CA 181 $680.00 $525.00 $615.00 National Law Journal, Full-time equivalent (FTE) Mallory & Natsis December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Alston & Bird Atlanta, GA 789 $875.00 $495.00 $675.00 $575.00 $280.00 $425.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Andrews Kurth Houston, TX 337 $1090.00 $745.00 $890.00 $1090.00 $265.00 $670.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Archer & Greiner Haddonfield, NJ 194 $460.00 $330.00 $400.00 $295.00 $200.00 $245.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Arent Fox Washington, DC 330 $860.00 $500.00 $650.00 $595.00 $275.00 $395.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report

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2014 NLJ Billing Survey

2014 Arnall Golden Gregory Atlanta, GA 140 $520.00 $430.00 $490.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Arnold & Porter Washington, DC 720 $950.00 $670.00 $815.00 $610.00 $345.00 $500.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Arnstein & Lehr Chicago, IL 144 $595.00 $350.00 $465.00 $350.00 $175.00 $250.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Baker & Hostetler Cleveland, OH 798 $670.00 $275.00 $449.00 $350.00 $210.00 $272.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Baker & McKenzie Chicago, IL 4087 $1130.00 $260.00 $755.00 $925.00 $100.00 $395.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Baker, Donelson, Bearman, Memphis, TN 588 $495.00 $340.00 $400.00 $465.00 $245.00 $295.00 National Law Journal, Full-time equivalent (FTE) Caldwell & Berkowitz December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Ballard Spahr Philadelphia, PA 483 $650.00 $395.00 $475.00 $495.00 $235.00 $315.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Barnes & Thornburg Indianapolis, IN 522 $580.00 $330.00 $480.00 $370.00 $260.00 $320.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Benesch, Friedlander, Coplan Cleveland, OH 150 $635.00 $360.00 $455.00 $475.00 $155.00 $280.00 National Law Journal, Full-time equivalent (FTE) & Aronoff December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Best Best & Krieger Riverside, CA 176 $655.00 $340.00 $455.00 $385.00 $235.00 $280.00 $439.83 $340.00 $595.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report

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2014 NLJ Billing Survey

2014 Bingham McCutchen Boston, MA 795 $1080.00 $220.00 $795.00 $605.00 $185.00 $450.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Blank Rome Philadelphia, PA 447 $940.00 $445.00 $640.00 $565.00 $175.00 $350.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Bond, Schoeneck & King Syracuse, NY 198 $520.00 $240.00 $355.00 $310.00 $160.00 $225.00 $360.00 $275.00 $485.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Bowles Rice Charleston, WV 140 $285.00 $165.00 $230.00 $180.00 $115.00 $135.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Bracewell & Giuliani Houston, TX 441 $1125.00 $575.00 $760.00 $700.00 $275.00 $440.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Bradley Arant Boult Birmingham, AL 413 $605.00 $325.00 $430.00 $340.00 $200.00 $260.00 National Law Journal, Full-time equivalent (FTE) Cummings December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Broad and Cassel Orlando, FL 150 $465.00 $295.00 $380.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Brown Rudnick Boston, MA 187 $1045.00 $650.00 $856.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Brownstein Hyatt Farber Denver, CO 214 $700.00 $310.00 $520.00 $345.00 $265.00 $305.00 National Law Journal, Full-time equivalent (FTE) Schreck December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Bryan Cave St. Louis, MO 985 $900.00 $410.00 $620.00 $595.00 $220.00 $405.00 $635.00 $355.00 $865.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report

Copyright 2014 ALM Media properties, LLC. All rights reserved. 3 AILMLEGAL ~ INTELLIGENCE Case: 1:11-cv-00226-TSB Doc #: 170-1 Filed: 03/02/18 Page: 23 of 37 PAGEID #: 7202 More research. More insight. Mote buslnHL

2014 NLJ Billing Survey

2014 Buchalter Nemer Los Angeles, CA 139 $695.00 $475.00 $605.00 $375.00 $350.00 $365.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Burr & Forman Birmingham, AL 261 $525.00 $300.00 $371.00 $275.00 $200.00 $241.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Butler Snow Ridgeland, MS 280 $335.00 $235.00 $302.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Cadwalader, Wickersham & New York, NY 437 $1050.00 $800.00 $930.00 $750.00 $395.00 $605.00 National Law Journal, Full-time equivalent (FTE) Taft December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Carlton Fields Tampa, FL 272 $840.00 $455.00 $600.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Cole, Schotz, Meisel, Forman Hackensack, NJ 118 $730.00 $590.00 $653.00 $340.00 $275.00 $302.00 National Law Journal, Full-time equivalent (FTE) & Leonard December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Connell Foley Roseland, NJ 129 $575.00 $275.00 $425.00 $325.00 $200.00 $265.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Cooley Palo Alto, CA 673 $990.00 $660.00 $820.00 $640.00 $335.00 $515.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Covington & Burling Washington, DC 760 $890.00 $605.00 $780.00 $565.00 $320.00 $415.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Cozen O'Connor Philadelphia, PA 495 $1135.00 $275.00 $570.00 $640.00 $180.00 $355.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report

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2014 NLJ Billing Survey

2014 Curtis, Mallet-Prevost, Colt & New York, NY 323 $860.00 $730.00 $800.00 $785.00 $345.00 $480.00 National Law Journal, Full-time equivalent (FTE) Mosle December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Davis Graham & Stubbs Denver, CO 145 $635.00 $315.00 $435.00 $350.00 $200.00 $255.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Davis Polk & Wardwell New York, NY 810 $985.00 $850.00 $975.00 $975.00 $130.00 $615.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Debevoise & Plimpton New York, NY 595 $1075.00 $955.00 $1055.00 $760.00 $120.00 $490.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Dechert New York, NY 845 $1095.00 $670.00 $900.00 $735.00 $395.00 $530.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Dentons New York, NY 2503 $1050.00 $345.00 $700.00 $685.00 $210.00 $425.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Dickstein Shapiro Washington, DC 254 $1250.00 $590.00 $750.00 $585.00 $310.00 $475.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Dinsmore & Shohl Cincinnati, OH 415 $850.00 $250.00 $411.00 $365.00 $160.00 $238.00 $360.00 $150.00 $615.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 DLA Piper New York, NY 3962 $1025.00 $450.00 $765.00 $750.00 $250.00 $510.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Dorsey & Whitney Minneapolis, MN 501 $585.00 $340.00 $435.00 $510.00 $215.00 $315.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report

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2014 NLJ Billing Survey

2014 Duane Morris Philadelphia, PA 613 $960.00 $415.00 $589.00 $585.00 $280.00 $373.00 $638.00 $460.00 $1015.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Edwards Wildman Palmer Boston, MA 540 $765.00 $210.00 $535.00 $415.00 $245.00 $325.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Faegre Baker Daniels Minneapolis, MN 673 $580.00 $355.00 $455.00 $315.00 $110.00 $260.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Foley & Lardner Milwaukee, WI 844 $860.00 $405.00 $600.00 $470.00 $210.00 $335.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Foley Hoag Boston, MA 221 $775.00 $590.00 $670.00 $385.00 $290.00 $325.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Fox Rothschild Philadelphia, PA 531 $750.00 $335.00 $530.00 $500.00 $245.00 $310.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Fried, Frank, Harris, Shriver & New York, NY 450 $1100.00 $930.00 $1000.00 $760.00 $375.00 $595.00 National Law Journal, Full-time equivalent (FTE) Jacobson December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Frost Brown Todd Cincinnati, OH 414 $600.00 $220.00 $387.00 $315.00 $150.00 $234.00 $417.00 $350.00 $540.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Gardere Wynne Sewell Dallas, TX 218 $775.00 $430.00 $635.00 $330.00 $290.00 $303.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Gibbons Newark, NJ 201 $865.00 $440.00 $560.00 $475.00 $295.00 $360.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report

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2014 NLJ Billing Survey

2014 Gibson, Dunn & Crutcher New York, NY 1154 $1800.00 $765.00 $980.00 $930.00 $175.00 $590.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Gordon Rees Scully San Diego, CA 478 $475.00 $375.00 $420.00 $325.00 $285.00 $300.00 National Law Journal, Full-time equivalent (FTE) Mansukhani December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Greenberg Traurig New York, NY 1690 $955.00 $535.00 $763.00 $570.00 $325.00 $470.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Harris Beach Rochester, NY 198 $400.00 $298.00 $348.00 $285.00 $175.00 $230.00 $287.50 $175.00 $400.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Harter Secrest & Emery Rochester, NY 132 $465.00 $300.00 $385.00 $290.00 $195.00 $250.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Haynes and Boone Dallas, TX 483 $1020.00 $450.00 $670.00 $580.00 $310.00 $405.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Hogan Lovells Washington, DC 2313 $1000.00 $705.00 $835.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Holland & Hart Denver, CO 423 $725.00 $305.00 $442.00 $425.00 $175.00 $277.00 $363.00 $225.00 $535.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Holland & Knight Washington, DC 956 $1085.00 $355.00 $625.00 $595.00 $210.00 $340.00 $575.00 $420.00 $910.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Honigman Miller Schwartz and Detroit, MI 231 $560.00 $290.00 $390.00 $225.00 $205.00 $220.00 National Law Journal, Full-time equivalent (FTE) Cohn December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report

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2014 NLJ Billing Survey

2014 Hughes Hubbard & Reed New York, NY 351 $995.00 $725.00 $890.00 $675.00 $365.00 $555.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Husch Blackwell St. Louis, MO 539 $785.00 $250.00 $449.00 $440.00 $190.00 $275.00 $418.00 $240.00 $625.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Ice Miller Indianapolis, IN 291 $530.00 $335.00 $450.00 $305.00 $245.00 $270.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Irell & Manella Los Angeles, CA 166 $975.00 $800.00 $890.00 $750.00 $395.00 $535.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Jackson Kelly Charleston, WV 179 $535.00 $270.00 $345.00 $315.00 $200.00 $243.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Jackson Lewis Los Angeles, CA 724 $440.00 $310.00 $380.00 $315.00 $275.00 $290.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Jackson Walker Dallas, TX 333 $675.00 $575.00 $622.00 $385.00 $255.00 $335.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Jeffer, Mangels, Butler & Los Angeles, CA 125 $875.00 $560.00 $690.00 National Law Journal, Full-time equivalent (FTE) Mitchell December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Jenner & Block Chicago, IL 434 $925.00 $565.00 $745.00 $550.00 $380.00 $465.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Jones Day New York, NY 2464 $975.00 $445.00 $745.00 $775.00 $205.00 $435.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report

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2014 NLJ Billing Survey

2014 Jones Walker New Orleans, LA 363 $425.00 $275.00 $385.00 $240.00 $200.00 $225.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Kasowitz, Benson, Torres & New York, NY 372 $1195.00 $600.00 $835.00 $625.00 $200.00 $340.00 National Law Journal, Full-time equivalent (FTE) Friedman December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Katten Muchin Rosenman Chicago, IL 612 $745.00 $500.00 $615.00 $595.00 $340.00 $455.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Kaye Scholer New York, NY 392 $1250.00 $725.00 $860.00 $795.00 $370.00 $597.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Kelley Drye & Warren New York, NY 293 $815.00 $435.00 $640.00 $600.00 $305.00 $430.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Kilpatrick Townsend & Atlanta, GA 561 $775.00 $400.00 $550.00 $475.00 $315.00 $385.00 National Law Journal, Full-time equivalent (FTE) Stockton December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 King & Spalding Atlanta, GA 874 $995.00 $545.00 $775.00 $735.00 $125.00 $460.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Kirkland & Ellis Chicago, IL 1554 $995.00 $590.00 $825.00 $715.00 $235.00 $540.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Knobbe Martens Olson & Bear Irvine, CA 260 $810.00 $450.00 $575.00 $455.00 $305.00 $360.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Kramer Levin Naftalis & New York, NY 313 $1100.00 $745.00 $921.00 $815.00 $515.00 $675.00 National Law Journal, Full-time equivalent (FTE) Frankel December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report

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2014 NLJ Billing Survey

2014 Lane Powell Seattle, WA 170 $675.00 $375.00 $516.00 $425.00 $260.00 $331.00 $477.00 $300.00 $650.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Latham & Watkins New York, NY 2060 $1110.00 $895.00 $990.00 $725.00 $465.00 $605.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Lathrop & Gage Kansas City, MO 283 $700.00 $285.00 $420.00 $375.00 $195.00 $250.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Lewis Roca Rothgerber Phoenix, AZ 228 $695.00 $380.00 $505.00 $525.00 $205.00 $400.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Lindquist & Vennum Minneapolis, MN 178 $600.00 $460.00 $520.00 $470.00 $275.00 $365.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Littler Mendelson San Francisco, 1002 $615.00 $395.00 $550.00 $420.00 $245.00 $290.00 National Law Journal, Full-time equivalent (FTE) CA December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Lowenstein Sandler Roseland, NJ 261 $990.00 $600.00 $765.00 $650.00 $300.00 $450.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Manatt, Phelps & Phillips Los Angeles, CA 329 $795.00 $640.00 $740.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 McCarter & English Newark, NJ 371 $625.00 $450.00 $530.00 $370.00 $220.00 $300.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 McDermott Will & Emery Chicago, IL 1021 $835.00 $525.00 $710.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report

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2014 NLJ Billing Survey

2014 McElroy, Deutsch, Mulvaney Morristown, NJ 274 $560.00 $325.00 $445.00 $335.00 $200.00 $295.00 National Law Journal, Full-time equivalent (FTE) & Carpenter December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 McGuireWoods Richmond, VA 931 $725.00 $450.00 $595.00 $525.00 $285.00 $360.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 McKenna Long & Aldridge Atlanta, GA 518 $650.00 $480.00 $530.00 $425.00 $375.00 $395.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Michael, Best & Friedrich Milwaukee, WI 189 $650.00 $235.00 $445.00 $425.00 $200.00 $283.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Miles & Stockbridge Baltimore, MD 226 $740.00 $340.00 $478.00 $425.00 $230.00 $290.00 $419.00 $225.00 $695.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Moore & Van Allen Charlotte, NC 274 $870.00 $315.00 $490.00 $430.00 $190.00 $280.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Morgan, Lewis & Bockius Philadelphia, PA 1363 $765.00 $430.00 $620.00 $585.00 $270.00 $390.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Morris, Manning & Martin Atlanta, GA 148 $575.00 $400.00 $480.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Morrison & Foerster San Francisco, 1020 $1195.00 $595.00 $865.00 $725.00 $230.00 $525.00 National Law Journal, Full-time equivalent (FTE) CA December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Nelson Mullins Columbia, SC 466 $800.00 $250.00 $444.00 $395.00 $215.00 $271.00 $376.00 $195.00 $600.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report

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2014 NLJ Billing Survey

2014 Nixon Peabody Boston, MA 584 $850.00 $295.00 $520.00 $550.00 $180.00 $300.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Norris McLaughlin & Marcus Bridgewater, NJ 128 $505.00 $485.00 $495.00 $365.00 $185.00 $275.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Norton Rose Fulbright Houston, TX 3537 $900.00 $525.00 $775.00 $515.00 $300.00 $400.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Nossaman Los Angeles, CA 148 $800.00 $370.00 $579.00 $490.00 $255.00 $340.00 $495.00 $440.00 $550.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Nutter McClennen & Fish Boston, MA 146 $715.00 $470.00 $575.00 $460.00 $295.00 $375.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Ogletree Deakins Atlanta, GA 668 $650.00 $250.00 $360.00 $365.00 $200.00 $260.00 $315.00 $230.00 $555.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 O'Melveny & Myers Los Angeles, CA 721 $950.00 $615.00 $715.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Orrick Herrington & Sutcliffe New York, NY 954 $1095.00 $715.00 $845.00 $375.00 $710.00 $560.00 $735.00 $685.00 $850.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Parker Poe Adams & Charlotte, NC 185 $500.00 $425.00 $450.00 National Law Journal, Full-time equivalent (FTE) Bernstein December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Paul Hastings New York, NY 889 $900.00 $750.00 $815.00 $755.00 $335.00 $540.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report

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2014 NLJ Billing Survey

2014 Paul, Weiss, Rifkind, Wharton New York, NY 854 $1120.00 $760.00 $1040.00 $735.00 $595.00 $678.00 National Law Journal, Full-time equivalent (FTE) & Garrison December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Pepper Hamilton Philadelphia, PA 510 $950.00 $465.00 $645.00 $525.00 $280.00 $390.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Perkins Coie Seattle, WA 861 $1000.00 $330.00 $615.00 $610.00 $215.00 $425.00 $635.00 $280.00 $800.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Pillsbury Winthrop Shaw Washington, DC 591 $1070.00 $615.00 $865.00 $860.00 $375.00 $520.00 National Law Journal, Full-time equivalent (FTE) Pittman December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Polsinelli Kansas City, MO 616 $775.00 $325.00 $435.00 $350.00 $235.00 $279.00 $376.00 $300.00 $450.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Proskauer Rose New York, NY 712 $950.00 $725.00 $880.00 $675.00 $295.00 $465.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Quarles & Brady Milwaukee, WI 422 $625.00 $425.00 $519.00 $600.00 $210.00 $335.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Quinn Emanuel Urquhart & New York, NY 673 $1075.00 $810.00 $915.00 $675.00 $320.00 $410.00 National Law Journal, Full-time equivalent (FTE) Sullivan December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Reed Smith Pittsburgh, PA 1555 $890.00 $605.00 $737.00 $530.00 $295.00 $420.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Richards, Layton & Finger Wilmington, DE 124 $800.00 $600.00 $678.00 $465.00 $350.00 $414.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report

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2014 NLJ Billing Survey

2014 Riker Danzig Scherer Hyland Morristown, NJ 146 $495.00 $430.00 $455.00 $295.00 $210.00 $250.00 National Law Journal, Full-time equivalent (FTE) & Perretti December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Robinson & Cole Hartford, CT 201 $700.00 $295.00 $500.00 $445.00 $215.00 $300.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Rutan & Tucker Costa Mesa, CA 147 $675.00 $345.00 $490.00 $500.00 $230.00 $320.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Saul Ewing Philadelphia, PA 240 $875.00 $375.00 $546.00 $590.00 $225.00 $344.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Schiff Hardin Chicago, IL 317 $415.00 $250.00 $333.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Sedgwick San Francisco, 342 $615.00 $305.00 $425.00 $475.00 $250.00 $325.00 National Law Journal, Full-time equivalent (FTE) CA December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Seward & Kissel New York, NY 143 $850.00 $625.00 $735.00 $600.00 $290.00 $400.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Seyfarth Shaw Chicago, IL 779 $860.00 $375.00 $610.00 $505.00 $225.00 $365.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Sheppard Mullin Richter & Los Angeles, CA 549 $875.00 $490.00 $685.00 $535.00 $275.00 $415.00 National Law Journal, Full-time equivalent (FTE) Hampton December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Shumaker Loop & Kendrick Toledo, OH 224 $595.00 $305.00 $413.00 $330.00 $160.00 $256.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report

Copyright 2014 ALM Media properties, LLC. All rights reserved. 14 AILMLEGAL ~ INTELLIGENCE Case: 1:11-cv-00226-TSB Doc #: 170-1 Filed: 03/02/18 Page: 34 of 37 PAGEID #: 7213 More research. More insight. Mote buslnHL

2014 NLJ Billing Survey

2014 Shutts & Bowen Miami, FL 230 $660.00 $250.00 $430.00 $345.00 $195.00 $260.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Skadden, Arps, Slate, New York, NY 1664 $1150.00 $845.00 $1035.00 $845.00 $340.00 $620.00 National Law Journal, Full-time equivalent (FTE) Meagher & Flom December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Snell & Wilmer Phoenix, AZ 411 $845.00 $325.00 $525.00 $470.00 $180.00 $280.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Spilman Thomas & Battle Charleston, WV 131 $280.00 $215.00 $350.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Squire Patton Boggs $950.00 $350.00 $655.00 $530.00 $250.00 $355.00 National Law Journal, Location data not available December 2014 due to merger in 2014. Full- time equivalent (FTE) attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Sterne, Kessler, Goldstein & Washington, DC 122 $795.00 $450.00 $577.00 $470.00 $265.00 $346.00 $483.57 $450.00 $520.00 National Law Journal, Full-time equivalent (FTE) Fox December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Stevens & Lee Reading, PA 154 $800.00 $525.00 $625.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Stoel Rives Portland, OR 365 $800.00 $300.00 $492.00 $465.00 $205.00 $287.00 $312.00 $280.00 $510.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Strasburger & Price Dallas, TX 217 $690.00 $290.00 $435.00 $365.00 $210.00 $270.00 $475.00 $300.00 $690.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Stroock & Stroock & Lavan New York, NY 285 $1125.00 $675.00 $960.00 $840.00 $350.00 $549.00 $979.00 $745.00 $1095.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report

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2014 NLJ Billing Survey

2014 Taft Stettinius & Hollister Cincinnati, OH 357 $535.00 $285.00 $415.00 $475.00 $200.00 $285.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Thompson & Knight Dallas, TX 290 $740.00 $425.00 $535.00 $610.00 $240.00 $370.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Thompson Coburn St. Louis, MO 317 $510.00 $330.00 $440.00 $350.00 $220.00 $270.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Troutman Sanders Atlanta, GA 567 $975.00 $400.00 $620.00 $570.00 $245.00 $340.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Ulmer & Berne Cleveland, OH 178 $415.00 $315.00 $380.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Varnum Grand Rapids, MI 133 $465.00 $290.00 $390.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Venable Washington, DC 533 $1075.00 $470.00 $660.00 $575.00 $295.00 $430.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Vinson & Elkins Houston, TX 650 $770.00 $475.00 $600.00 $565.00 $275.00 $390.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Waller Lansden Dortch & Nashville, TN 178 $600.00 $350.00 $460.00 $335.00 $190.00 $245.00 National Law Journal, Full-time equivalent (FTE) Davis December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Weil, Gotshal & Manges New York, NY 1157 $1075.00 $625.00 $930.00 $790.00 $300.00 $600.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report

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2014 NLJ Billing Survey

2014 White & Case New York, NY 1895 $1050.00 $700.00 $875.00 $1050.00 $220.00 $525.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Wiley Rein Washington, DC 277 $950.00 $550.00 $665.00 $535.00 $320.00 $445.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Williams Mullen Richmond, VA 233 $410.00 $360.00 $385.00 $350.00 $260.00 $295.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Willkie Farr & Gallagher New York, NY 526 $1090.00 $790.00 $950.00 $790.00 $350.00 $580.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Wilmer Cutler Pickering Hale Washington, DC 988 $1250.00 $735.00 $905.00 $695.00 $75.00 $290.00 National Law Journal, Full-time equivalent (FTE) and Dorr December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Winston & Strawn Chicago, IL 822 $995.00 $650.00 $800.00 $590.00 $425.00 $520.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Wolff & Samson West Orange, NJ 125 $450.00 $325.00 $400.00 $450.00 $225.00 $340.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Womble Carlyle Sandridge & Winston-Salem, 492 $640.00 $470.00 $554.00 National Law Journal, Full-time equivalent (FTE) Rice NC December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report 2014 Wyatt Tarrant & Combs Louisville, KY 202 $500.00 $280.00 $418.00 National Law Journal, Full-time equivalent (FTE) December 2014 attorneys at the firm and the city of the firm’s largest U.S. office as listed in the 2014 NLJ 350 report

2014 Associate Class Billing Survey

1 CERTIFICATE OF SERVICE 2 I hereby certify that on March 2, 2018, I electronically filed the foregoing with the 3 Clerk of the Court using the CM/ECF system which will send notification of such filing to the 4 e-mail addresses denoted on the Electronic Mail Notice List, and I hereby certify that I have 5 mailed the foregoing document or paper via the United States Postal Service to the non- 6 CM/ECF participants indicated on the Electronic Mail Notice List. 7 Executed on March 2, 2018. 8 s/ Timothy G. Blood 9 TIMOTHY G. BLOOD 10

11 LLP

, 12 13 EARDON O’R

14 & 15 URST

H 16 17 LOOD LOOD B 18 19 20 21 22 23

24 25

26 27 28

Case No. 1:11-cv-226-TSB 00130667 BLOOD DECL ISO PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF SETTLEMENT Case: 1:11-cv-00226-TSB Doc #: 170-2 Filed: 03/02/18 Page: 1 of 22 PAGEID #: 7217

7 Attorneys for Plaintiffs and the Class

9 UNITED STATES DISTRICT COURT 10 SOUTHERN DISTRICT OF OHIO

11 DINO RIKOS, TRACEY BURNS, and Case No. 11-CV-00226-TSB LLP

, LEO JARZEMBROWSKI, On Behalf of 12 Themselves, All Others Similarly Situated CLASS ACTION and the General Public,

EARDON 13 DECLARATION OF DAVID A. Plaintiffs, FUTSCHER IN SUPPORT OF MOTION O’R

14 FOR FINAL APPROVAL OF CLASS

& v. ACTION SETTLEMENT 15

URST URST THE PROCTER & GAMBLE

H 16 COMPANY, Date: April 16, 2018 Time: 10:00 a.m. 17 Defendant. Judge: Hon. Timothy S. Black LOOD

B Courtroom: 815 18

19 20 21 22 23 24 25 26 27 28

Case No. 1:11-cv-226-TSB 00130714 FUTSCHER DECL ISO PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF SETTLEMENT

Case: 1:11-cv-00226-TSB Doc #: 170-2 Filed: 03/02/18 Page: 2 of 22 PAGEID #: 7218

1 I, DAVID A. FUTSCHER, declare: 2 1. I am an attorney duly licensed to practice before this Court and all courts in the 3 State of Ohio and the Commonwealth of Kentucky. Pursuant to Local Civil Rule 83.4 I am the 4 designated “trial attorney” in this action and my firms, Futscher Law PLLC and Parry Deering 5 Futscher & Sparks, PSC 1 have served as counsel for Plaintiffs Dino Rikos, Tracey Burns and 6 Leo Jarzembowski (collectively, “Plaintiffs”).2 I have personal knowledge of the matters stated 7 herein and, if called upon, could and would competently testify to them. I submit this 8 declaration in support of Plaintiffs’ Motion for Final Approval of Class Action Settlement. 9 2. The declaration of Class Counsel, Timothy G. Blood (the “Blood Declaration”), 10 submitted in connection with the motion for preliminary approval accurately describes the

11 lengthy history of this hard fought Action. (ECF No. 166-1). LLP

, 12 3. My firms prosecuted this litigation on a contingent fee basis with no guarantee

EARDON 13 of recovery. My firms, along with co-counsel, incurred 100% of the risk in pursuing the O’R

14 litigation. My firms advanced expenses with the understanding that we would be paid a fee & 15 and receive reimbursement for expenses only if successful. URST URST

H 16 4. The services rendered and work performed by my firms covered all aspects of 17 the litigation, including participating in litigation strategy with Class Counsel, reviewing and LOOD B 18 analyzing documents produced by P&G and third-parties, reviewing and revising pleadings 19 filed with the trial and appellate courts, taking and assisting with the depositions of nine 20 current or former P&G employees, including four persons designated by P&G as Fed. R. Civ. 21 P. 30(b)(6) representatives, taking the deposition of a third-party scientist, Dr. Tamar Ringel- 22 Kulka at the University of North Carolina at Chapel Hill, working with scientific experts 23 retained by Class Counsel including assistance with initial and rebuttal reports, reviewing 24 reports and exhibits of P&G’s expert witnesses and preparing for discovery depositions, 25 participating in mediation sessions with Mark D. Petersen of Farella Braun + Martel LLP in

1 26 When I began working on this case, I was a partner at the law firm of Parry Deering 27 Futscher & Sparks, P.S.C. and was in charge of this case for that firm until that firm dissolved on December 31, 2013 after which Futscher Law PLLC became responsible for this case. 2 28 All capitalized terms herein have the same meaning as set forth in the Settlement Agreement. (ECF No. 166-2). 1 Case No. 1:11-cv-226-TSB 00130714 FUTSCHER DECL ISO PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF SETTLEMENT

Case: 1:11-cv-00226-TSB Doc #: 170-2 Filed: 03/02/18 Page: 3 of 22 PAGEID #: 7219

1 Cincinnati, with David P. Kamp of White Getgey & Meyer Co., LPA in San Diego, and with 2 Antonio Piazza of Mediated Negotiations in San Francisco, participating in trial preparation 3 efforts, and reviewing and approving settlement documents. I believe the time expended by my 4 firms in this litigation was reasonable and necessary in light of the amount of work 5 accomplished. 6 5. The following information regarding my firms’ time and out-of-pocket 7 expenses is taken from time and expense records prepared and maintained by the firms in the 8 ordinary course of business. The time records were prepared daily or shortly thereafter by each 9 attorney or paralegal working on the litigation. The expense records are prepared from 10 receipts, expense vouchers, check records and other documents, and are an accurate record of

11 the expenses. I reviewed the printouts and also reviewed the backup documentation where LLP

, 12 necessary. The purpose of these reviews was to confirm the accuracy of the entries on the

EARDON 13 printouts as well as the reasonableness of the time and expenses committed to the litigation.

O’R 14 6. The schedule below provides a summary of the hours expended by timekeepers & 15 from my firms who performed work in this litigation. The schedule includes the name of each URST URST

H 16 person who worked on the case, hourly billing rates, the number of hours expended, and the 17 resulting lodestar for each timekeeper. For the past 18 years my practice has focused on LOOD B 18 complex class action litigation on behalf of consumers in both federal and state courts 19 throughout the country. I have tried class action cases to verdict and defended class action 20 cases in appellate courts. A brief resume of the attorneys working on this case from my firms 21 and a sampling of our class action work is attached as Exhibit A. 22 7. The lodestar calculation is based on my firms’ current billing rates, including 23 for attorneys and employees no longer employed by the firm, at the firms’ customary hourly

24 rates which have been accepted as reasonable by numerous other courts.3 Further, based on my 25 knowledge of the class action plaintiff’s bar nationwide, the rates charged are in line with the 26 rates charged by other firms that handle class actions of similar size and complexity. The legal 27

3 28 A list of cases where my current billing rates were court-approved for work on class action and other complex litigation is attached and incorporated herewith as Exhibit B. 2 Case No. 1:11-cv-226-TSB 00130714 FUTSCHER DECL ISO PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF SETTLEMENT

Case: 1:11-cv-00226-TSB Doc #: 170-2 Filed: 03/02/18 Page: 4 of 22 PAGEID #: 7220

1 authority cited in the concurrently filed motion for final approval, as well as the billing surveys 2 attached to the declaration of Timothy Blood in support of final approval demonstrate that 3 based on the experience of each of attorney, the hourly rates are reasonable. 4 8. The total number of hours spent on this litigation by my firms as of February 5 16, 2018, was 1,645 hours. The total lodestar for attorney and paralegal time is $936,507.50.

6 Attorney/Paralegal Hours Rate Lodestar 7 David A. Futscher 1,407.00 $600.00 $844,200.00

8 (Partner Futscher Law PLLC and Parry Deering Futscher & Sparks, 9 PSC) $500.00 10 Amy Hunt 63.75 $31,875.00 (Senior Associate PDFS) 11 LLP

, 12 Justin Whittaker 171.25 $350.00 $59,937.50 (Associate PDFS)

EARDON 13 Meredith Brewer 3.00 $165.00 $495.00 O’R

& (Paralegal PDFS) 15 Totals 1645.00 $936,507.50 URST URST

H 16 9. My firms’ lodestar figures are based upon the firms’ billing rates, which rates 17 LOOD

B do not include charges for expense items. Expense items are billed separately and such charges 18 are not duplicated in my firm’s billing rates. 19 10. As detailed below, my firms have incurred a total of $34,580.80 in 20 unreimbursed expenses in connection with the prosecution of this litigation from inception 21 through February 16, 2018. The expenses incurred in this action are reflected in the books and 22 records of my firms. These books and records are prepared from expense vouchers, check 23 records and other source materials and are an accurate record of the expenses incurred. 24 11. The out-of-pocket litigation expenses incurred by my firms are reasonable in 25 amount and were necessary for the effective and efficient prosecution of the litigation. In 26 addition, I believe the expenses are all of a type that normally would be charged to a fee- 27 paying client in the private legal marketplace and have actually been charged by my firm to 28 fee-paying clients. They are also the categories of expenses that have been awarded to my 3 Case No. 1:11-cv-226-TSB 00130714 FUTSCHER DECL ISO PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF SETTLEMENT

Case: 1:11-cv-00226-TSB Doc #: 170-2 Filed: 03/02/18 Page: 5 of 22 PAGEID #: 7221

1 firms and other plaintiff’s counsel in other class action settlements, including those listed in 2 attached Exhibit A. 3 12. My firms' out-of-pocket litigation expenses in the amount of $34,580.80 are 4 summarized below:

5 Expense Category Total 6 Filing / Court Fees $1,600.00 7 Litigation Fund Contributions $25,000.00 8 Transportation, Hotels, Meals & Parking $7,980.80 9 TOTAL $34,580.80

I declare under penalty of perjury under the laws of the United States of America that 11 LLP

, the foregoing is true and correct. Executed on February 20, 2018, at Villa Hills, Kentucky. 12

EARDON 13 By: s/ David A. Futscher O’R

14 DAVID A. FUTSCHER & 15

URST URST

H 16 17 LOOD B 18 19 20 21 22 23 24 25 26 27 28

4 Case No. 1:11-cv-226-TSB 00130714 FUTSCHER DECL ISO PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF SETTLEMENT

Case: 1:11-cv-00226-TSB Doc #: 170-2 Filed: 03/02/18 Page: 6 of 22 PAGEID #: 7222

Exhibit A Case: 1:11-cv-00226-TSB Doc #: 170-2 Filed: 03/02/18 Page: 7 of 22 PAGEID #: 7223

PARRY DEERING JrUJSCHER ,2::~~i1\ PARKS ' .( lf /' ATTC1RNEYS-A T=iA vv

411 Garrard Street PO Box 2618 Covington, Kentucky 41012-2618 Telephone: (859) 291-9000 Facsimile: (859) 291-9300 Toll Free: (888) 287-6140

www.pdfslaw.com

EXHIBIT Case: 1:11-cv-00226-TSB Doc #: 170-2 Filed: 03/02/18 Page: 8 of 22 PAGEID #: 7224

TABLE OF CONTENTS

OUR FIRM

PROFESSIONAL BIOGRAPHIES

Partners Ron Parry Dana E. Deering David A. Futscher Robert R. Sparks

Associates Amy L. Hunt Justin Whittaker

EXPERIENCE

Trial Experience Successfully Resolved Life Insurance Class Actions Successfully Resolved Property/Casualty Insurance Class Actions Successfully Resolved Securities Actions Successfully Resolved Pension and Employee Benefit Actions Case: 1:11-cv-00226-TSB Doc #: 170-2 Filed: 03/02/18 Page: 9 of 22 PAGEID #: 7225

OUR FIRM

Parry Deering Futscher & Sparks, PSC ("PDFS") represents clients in complex consumer and commercial litigation throughout the United States. Our practice is nationwide ori behalf of individuals, employees, businesses, and public entities. Members of PDFS have developed expertise in representing clients with claims against large life and property/casualty insurance carriers. PDFS also represents consumers and investors who have claims arising from the fraudulent sale of consumer products, services, and investments.

PDFS has counseled and advised individual clients as well as state entities on matters related to the brokerage of group insurance products. The firm's involvement in regulatory investigations and litigation includes allegations of bid-rigging, undisclosed and unauthorized broker compensation, violations of the state Insurance Code, violations of the Employee Retirement Income Security Act, and violations of state trade practices and unfair insurance practices acts. PDFS's experience in this area involves all lines of brokered coverage including casualty, commercial, excess, group life, group disability, group accidental death, and special risk.

PDFS has significant experience in the collection and analysis of relevant evidence and presentation of potential claims to its clients. In addition, members of PDFS have advised clients on comprehensive regulatory, compliance and litigation matters.

PDFS has also been involved in developing innovative document and litigation management and trial preparation technologies. PDFS has managed matters involving the production, review and analysis of millions of documents. A member of PDFS served as co-counsel in a jury trial that was one of the first "paperless" trials in the country. Approximately 4,000 pages of exhibits were displayed to jurors on individual monitors. (See, Ayres v. Sutliffe below).

The lawyers of PDFS have been appointed by courts in numerous cases to lead positions in nationwide litigation involving insurance, financial products, and product liability litigation. Our efforts have also been recognized by the courts in which the firm has practiced. In In re The Prudential Insurance Co. of America Sales Practices Litigation, 962 F. Supp. 572, 585-586 (D.N.J. 1997), vacated on other grounds, a member of PDFS was on the Executive Committee for Plaintiffs' Counsel. In approving a $2 billion settlement of a nationwide class action against a life insurer for deceptive sales practices, Judge Wolin observed:

[T]he results achieved by plaintiffs' counsel in this case in the face of significant legal, factual and logistical obstacles and formidable opposing counsel, are nothing short of remarkable.

* * * Case: 1:11-cv-00226-TSB Doc #: 170-2 Filed: 03/02/18 Page: 10 of 22 PAGEID #: 7226

Finally, the standing and professional skill of plaintiffs' counsel, in particular Co-Lead Counsel, is high and undoubtedly furthered by their ability to negotiate a valuable settlement and argue its merits before this Court. Several members of plaintiffs' counsel are leading attorneys in the area of class action litigation.

At the Fairness Hearing, Judge Wolin stated that "there is no doubt that Class Counsel have prosecuted the interests of the class members with the utmost vigor and expertise." In re The Prudential Insurance Co. of America Sales Practices Litigation, 962 F. Supp. 450,519 (D.N.J. 1997). Case: 1:11-cv-00226-TSB Doc #: 170-2 Filed: 03/02/18 Page: 11 of 22 PAGEID #: 7227

PROFESSIONAL BIOGRAPHIES

PARTNERS

Ron Parry

Ron Parry graduated from Western Kentucky University with a B.S. in 1970 and the University of Tennessee Law School in 1972. Mr. Parry is licensed lo practice law in both Kentucky and Ohio. He is a member of the Kentucky and Ohio Bar Associations, the American Bar Association, the American Association for Justice (formerly the American Trial Lawyers Association), the Kentucky Justice Association, and a Master of the Bench in the Potter Stewart Inn of Court in the Southern District of Ohio. He has previously served as a member of the Board of Governors of the Kentucky Justice Association (formerly the Kentucky Academy of Trial Attorneys) and as President and Treasurer of the Kentucky Chapter of the American Board of Trial Advocates (ABOTA). Al the time Mr. Parry was selected as a member of ABOTA, he had to demonstrate that he had tried to conclusion more than fifty civil and criminal jury trials.

Mr. Parry's practice is primarily in the field of complex litigation and he has handled a substantial number of class actions for investors, life insurance policyholders, auto insurance claimants and other consumers. He also has experience in class action cases involving medical devices and pharmaceutical products.

He is admitted to practice before the United States District Courts for the Eastern and Western Districts of Kentucky, the Southern District of Ohio, the Sixth Circuit Court of Appeals, Ninth Circuit Court of Appeals, and the Eleventh Circuit Court of Appeals. He has also received pro hac vice admission to practice before numerous State and Federal Courts throughout the country.

Mr. Parry has lectured al seminars presented by the Kentucky Justice Association, the American Conference Institute and SeminarWeb on the subject of class actions, the Class Action Fairness Act and ethical issues presented in class actions.

Dana E. Deering

Dana Deering graduated from the University of Kentucky with a B.A. in 1978. He attended Northern Kentucky University, Salmon P. Chase College of Law and received a J.D. in 1982. Mr. Deering is a member of the Northern Kentucky and Kentucky Bar Associations and the Kentucky Justice Association. Mr. Deering also served as Commissioner for the Kentucky Commission on Human Rights from 1991-1993.

Mr. Dearing's practice consists primarily of complex civil litigation, including commercial litigation, product liability, and medical malpractice. He has also handled class actions including cases involving medical products. Case: 1:11-cv-00226-TSB Doc #: 170-2 Filed: 03/02/18 Page: 12 of 22 PAGEID #: 7228

Mr. Deering is admitted to practice in the courts of Kentucky and Ohio, the Eastern and Western Districts of Kentucky, the Southern District of Ohio and the United States Court of Appeals for the Sixth Circuit.

David A. Futscher

David Futscher graduated from Xavier University with a B.S.B.A. cum laude in 1984 and the University of Kentucky with a J.D. in 1987. Mr. Futscher is a member of the Northern Kentucky, Kentucky, and Ohio Bar Associations and the Kentucky Justice Association.

Mr. Futscher handles civil litigation at both the trial and appellate level. His trial practice includes areas of consumer class actions, construction, medical negligence, and product liability. Mr. Futscher has successfully tried class cases in California and Missouri. Mr. Futscher has also successfully argued cases before the Kentucky Supreme Court and Kentucky and Missouri Courts of Appeals.

Mr. Futscher is admitted to practice in Kentucky and Ohio and before the United States Court of Appeals for the Sixth Circuit and the United States District Courts for the Eastern and Western Districts of Kentucky and Southern District of Ohio, and has been granted Pro Hae Vice Admission to courts throughout the country.

Mr. Futscher concentrates his practice in civil trial practice in the areas of class actions, consumer protection and insurance litigation.

Robert R. Sparks

Rob concentrates his practice in civil trial and appellate practice in the areas of consumer class actions, consumer fraud, investment fraud, insurance litigation, and insurance and brokerage matters. Rob has represented people harmed by fraud and unscrupulous business practices in state and federal courts throughout the United States. Claims in these cases typically include consumer protection, unfair and deceptive practices, misrepresentation, breach of contract, and fraud. This experience includes:

• Co-lead counsel in federal court in Texas representing a class of life insurance policyowners challenging an insurer's attempt to increase cost of insurance charges in the life insurance contract. This litigation resulted in a multi-million dollar settlement for the class.

• Representing elderly investors in a multi-million dollar Ponzi scheme involving the sale of life insurance as an investment.

• Representing about 70 investors in a $100 million real estate Ponzi scheme which involved litigation and mediation in state court, federal court, and in private arbitration. The representation also included negotiations with state and federal regulators investigating the Ponzi Case: 1:11-cv-00226-TSB Doc #: 170-2 Filed: 03/02/18 Page: 13 of 22 PAGEID #: 7229

scheme. Part of the representation included obtaining a favorable award after a two week arbitration for 20 investors against a major regional bank.

• Representing people harmed when an insurance company changed the benefit definition in a supplemental insurance policy in an attempt to reduce benefits to policyowners and save millions for the insurance company.

• Representing investors in FINRA 1;1rbitrations against their broker, brokerage firm, and insurers.

• Representing individuals and classes against mortgage lenders and servicers for predatory lending practices, unfair and improper fees and charges, and breach of contract.

Rob has worked on over a dozen complex, nationwide insurance class actions involving deceptive sales practices and fraud such as "vanishing premiums," "churning," and the sale of life insurance as an investment.

Rob is also a trial attorney. He has obtained favorable verdicts and arbitration awards in a variety of cases involving insurance, personal injury, investment fraud, and consumer protection.

Rob graduated cum /aude from Northern Kentucky University in 1987 with a B.A. in Political Science and History. He graduated magna cum laude from Northern Kentucky University, Salmon P. Chase College of Law. While there Rob was a member of the Northern Kentucky Law Review and inducted into the Order of the Curia. Rob is a member of the Kentucky Justice Association, the American Association for Justice, and the National Association of Consumer Advocates.

Rob is admitted to practice in the courts of Kentucky and Ohio and before the United States District Courts for the Eastern and Western Districts of Kentucky, Southern District of Ohio, Eastern District of Wisconsin, and the United States Court of Appeals for the Sixth Circuit.

ASSOCIATES

Amy L. Hunt

Amy Hunt graduated summa cum laude from Northern Kentucky University in 1999 with a B.S. in Political Science. In 2002, she graduated cum laude from Northern Kentucky University, Salmon P. Chase College of Law. While in law school she served as an editor for the Northern Kentucky Law Review.

Ms. Hunt is admitted to practice before the courts of Kentucky and Ohio and before the United States District Courts for the Eastern and Western Districts of Kentucky and the Southern District of Ohio. She is a member of the Kentucky and Ohio Bar Associations. Case: 1:11-cv-00226-TSB Doc #: 170-2 Filed: 03/02/18 Page: 14 of 22 PAGEID #: 7230

Justin Whittaker

Justin Whittaker graduated with a B.F.A. in Film Production from New York University's Tisch School of the Arts in 1999. He attended State University of New York at Buffalo Law School and received a J.D. in 2006.

While in law school he participated in the 2005 Niagara Cup International Moot Court competition; the inaugural semester of the Levin lnstitute's Global Investment Banking and International Development program in New York City in 2006; and the International Human Rights and International Trade Law program through the University of Florida Levin College of Law and the University of Cape Town Faculty of Law in Cape Town, South Africa, in Summer 2004.

Mr. Whittaker is admitted to practice in the State of New York and the Commonwealth of Kentucky and before the United States District Courts for the Eastern and Western Districts of Kentucky and the United States Court of Appeals for the Sixth Circuit. Case: 1:11-cv-00226-TSB Doc #: 170-2 Filed: 03/02/18 Page: 15 of 22 PAGEID #: 7231

EXPERIENCE

The following list includes some of the matters in which members of PDFS have participated as co-counsel or lead or co-lead counsel:

CLASS AND COMPLEX LITIGATION TRIAL EXPERIENCE:

• Ayres v Sutliffe, United States District Court, Southern District of Ohio. A six-week trial involving claims under the RICO Act for a class of municipal bond investors. Recovery for the class in excess of $45 million. (Member of the firm served as lead counsel).

• Lebrilla v. Farmers Group, Inc. et al, Superior Court Orange County, California, Case No. 000007185. Four week trial involving breach of contract for the specifications of imitation crash parts on auto repair estimates for a class of Farmers Insurance policyholders. Nationwide settlement for the class after the case was submitted to the Court for decision. (Member of firm served as co-lead trial counsel for nationwide class).

• Schilling et al v. Farmer's Bank & Capital Trust Co., Circuit Court of Jefferson County Kentucky, Case No. 92-Cl-05734. A two week trial involving claims for several municipal bond holders.

• Sims v. Allstate Insurance Co., Circuit Court of St. Clair County, Illinois, Case No. 99-L-393A. Three week trial involving breach of contract with respect to the payment of diminished value claims for a class of policyholders. (Member of firm served as trial counsel).

• Smith v. American Family Insurance Co., Circuit Court of Jackson County, Kansas City, Missouri, Case No. 00-CV-211554. Member of the firm served as co-lead trial counsel for 300,000 Missouri policyholders who received inferior quality imitation parts. After a five week jury trial, a unanimous jury verdict was returned in favor of the class in excess of $17 million.

• Sutherland, et al v. Harrodsburg First Financial Bancorporation, Circuit Court of Anderson County, Kentucky, Case No. 04-Cl-00167. A one-week trial involving claims for bank stockholders arising out of tender offer for repurchase of bank stock. Jury awarded compensatory and punitive damages. Case: 1:11-cv-00226-TSB Doc #: 170-2 Filed: 03/02/18 Page: 16 of 22 PAGEID #: 7232

SUCCESSFULLY RESOLVED LIFE INSURANCE CLASS ACTIONS:

• Benacquisto et al v. IDS Life Insurance Company et al, District Court of Minnesota, County of Hennepin, Fourth Judicial Circuit. Recovery of $215 million for policyowners.

• Cone v. Cincinnati Life Insurance Company, In the Court of Common Pleas, Butler County, Ohio. Recovery of $1.7 million for policyowners.

• Duhaime et al v. John Hancock Mutual Life Insurance Company and John Hancock Variable Life Insurance Company, United States District Court, District of Massachusetts. Recovery of $416 million for policyowners.

• Elkins et al v. Equitable Life Insurance Company of Iowa, Equitable of Iowa Companies, and Equitable American Insurance Company, United States District Court Middle District of Florida, Tampa Division

• In re: General American Life Insurance Company Sales Practices Litigation, MDL Docket No. 4:97 MDL 1179 CDP, United States District Court, Eastern District of Missouri. Recovery of $59.9 million for policyowners.

• Greenberg v. The Life Insurance Company of Virginia, United States District Court, Southern District of Ohio, Western Division

• Grove et al v. Principal Mutual Life Insurance Company, United States District Court, Southern District of Iowa, Central Division. Recovery of $374 million for policyowners.

• Hearth et al v. First National Life Insurance Co. of America, United States District Court, Middle District of Florida. Recovery of $1.3 million for policyowners.

• Horton et al v. Metropolitan Life Insurance Company, United States District Court, Middle District of Florida. Recovery of $48 million for policyowners. (Members of the firm served as co-lead counsel). Case: 1:11-cv-00226-TSB Doc #: 170-2 Filed: 03/02/18 Page: 17 of 22 PAGEID #: 7233

SUCCESSFULLY RESOLVED LIFE INSURANCE CLASS ACTIONS (cont.): • Ireton et al v. American Family Life Insurance Company and American Family Mutual Insurance Company, United States District Court, Eastern District of Wisconsin. Recovery of $70.8 million for policyowners.

• In re Jackson National Life Insurance Company Premium Litigation, United States District Court, Western District of Michigan, Before the Judicial Panel on Multidistrict Litigation MDL Docket No. 1122 ( Wood v. Jackson National Life Insurance Co.). Recovery of $12 million for policyowners.

• Lee et al v. USLife Corporation et al., United States District Court, Western District of Kentucky. Recovery of $140 million for policyowners.

• In re Lutheran Brotherhood Variable Insurance Products Co Sales Practices Litigation, United States District Court, District of Minnesota, Before the Judicial Panel on Multidistrict Litigation MDL Docket No. 99-MDL-1309

• Manners v. American General Life Insurance Company and AGC Life Insurance Co., United States District Court, Middle District of Tennessee, Nashville Division. Recovery of $169 million for policyowners.

• McNeil et al v. American General Life & Accident Insurance Company and Independent Life and Accident Insurance Company, United States District Court, Middle District of Tennessee. Recovery of approximately $206 million for policyowners.

• Michaels et al v. Phoenix Home Life, Supreme Court of New York, Albany County. Recovery of $100 million for policyowners.

• Miller et al v. American General Life and Accident Insurance Company et al, In the Circuit Court of Davidson County, Tennessee, Fifteenth Judicial District. Recovery of approximately $246 million for policyowners. Case: 1:11-cv-00226-TSB Doc #: 170-2 Filed: 03/02/18 Page: 18 of 22 PAGEID #: 7234

SUCCESSFULLY RESOLVED LIFE INSURANCE CLASS ACTIONS (cont.):

• Montgomery et al v. Life Insurance Company of Georgia, United States District Court, Northern District of Florida, Before the Judicial Panel on Multidistrict Litigation MDL Docket No. 1390.

• Moody v. American General Life & Accident Insurance Company, In the Court of Common Pleas, Lucas County, Ohio.

• Natal et al v. Transamerica Occidental Life Insurance Company, California Superior Court, San Diego County. Recovery of approximately $1.6 billion for policyowners.

• In re: New England Mutual Life Insurance Company Sales Practice Litigation, United Stales District Court, District of Massachusetts. Recovery of $172 million for policyowners.

• Picow, et al. v. Security Life and Trust Insurance Company, Dallas County District Court, Dallas, Texas. Recovery in excess of $8 million for policyowners. (Members of the firm served as co-lead counsel).

• In re Prudential Insurance Co. Sales Practice Litigation, 148 F.2d 283 (3d Cir. 1998), cert. denied, 119 S.Ct. 890 (1999). Mr. Parry served on the Executive Committee of Plaintiffs' Counsel which conducted this litigation leading to a recovery on behalf of Prudential policyholders in an amount in excess of $2 billion. The litigation involved allegations of improper replacement (or "churning") of life insurance.

• Snell et al v. Allianz Life Insurance Company of North America et al, United States District Court, District of Minnesota. Recovery in excess of $53 million for policyowners.

• Wemer et al v. The Ohio National Life Insurance Company and Ohio National Life Assurance Corporation, United States District Court, Southern District of Ohio. Recovery of $14.5 million for policyowners. Case: 1:11-cv-00226-TSB Doc #: 170-2 Filed: 03/02/18 Page: 19 of 22 PAGEID #: 7235

SUCCESSFULLY RESOLVED LIFE INSURANCE CLASS ACTIONS (cont.):

• Wilson et al v. New York Life Insurance Company & New York Life Insurance Company and Annuity Corporation, Supreme Court of the State of New York. Recovery of $300 million for policyowners.

• Wilson et al v. United Insurance Company of America, United States District Court, Middle District of Florida, Before the Judicial Panel on Multidistrict Litigation MDL Docket No. 1382.

SUCCESSFULLY RESOLVED PROPERTY/CASUAL TY INSURANCE ACTIONS:

• Sikes v. Farmers Group Inc., et al, District Court of Pottawatomie County, Oklahoma. Recovery for underpayment to claimants for general damages of bodily injury paid under private passenger automobile Uninsured/Underinsured Motorist (UM/UIM) coverage.

• Rose v. Nationwide Mutual Ins. Co., Superior Court of the State of Washington, Case No. 02-2-06621-1. Recovery of $35.75 million for policyowners.

• Truong v. Allstate Insurance Co., Second Judicial District Court, Bernalillo County, New Mexico, Case No. CV-99-003474. Recovery of $__ million for policyowners.

SUCCESSFULLY RESOLVED SECURITIES ACTIONS:

• New England Healthcare Employee Pension Fund v. Fruit of the Loom, Inc. et al, United States District Court, Western District of Kentucky, Case No 1 :98- CV-99M

• In re Cardinal Health Derivative Litigation, Common Pleas Court of Delaware, Ohio, Case No. 02-CVG-11-639. Recovery of $70 million for stockholders. (Member of firm served as lead liaison counsel.) Case: 1:11-cv-00226-TSB Doc #: 170-2 Filed: 03/02/18 Page: 20 of 22 PAGEID #: 7236

SUCCESSFULLY RESOLVED PENSION AND EMPLOYEE BENEFIT ACTIONS:

• In re Broadwing Inc. ER/SA Litigation, United States District Court, Southern District of Ohio. Recovery of $11 million for policyowners.

• Love v. Board of Trustees of the Kentucky Retirement System et al, Circuit Court of Franklin County, Kentucky, Case No 02-Cl-00122. Recovery of $20 million for policyowners. Case: 1:11-cv-00226-TSB Doc #: 170-2 Filed: 03/02/18 Page: 21 of 22 PAGEID #: 7237

Exhibit B Case: 1:11-cv-00226-TSB Doc #: 170-2 Filed: 03/02/18 Page: 22 of 22 PAGEID #: 7238

ATTORNEY FEE APPROVALS

Cases in which my rate for work on class actions and complex litigation have been accepted for lodestar determinations and cross-checks among others:

1. lebrilla v. Farmers Group Inc., No: OO-CC-07185 (CA Superior Ct., Orange County).

2. Smith v. American Family Insurance, No. OO-CV-211554 (MO Circuit Ct., Jackson County).

3. In re Broadwing Inc. ER/SA litigation, No. 1:02-cv-00857 (US Dist. Ct., S.D.Ohio ).

4. In re Cardinal Health Derivative litigation, No. 02-CVG-11-639 (OH Common Pleas, Delaware OH).

5. Rose v. Nationwide Insurance, No. 02-2-06621-2 (WA Superior Ct., Pierce County).

6. In re Omnicare Inc. Derivative litigation, No. 06-Cl-00389 (KY Circuit Ct., Kenton County).

7. In re Humana Derivative litigation, No. 08-CI-003527 (KY Circuit Ct., Jefferson County).

8. Martin v. Hartford Insurance Company, No. 2008-cv-5626 (US Dist. Ct., W.D.WA.).

9. Shinn v. Esurance Insurance Company, No. 2008-cv-5651 (US Dist. Ct., W.D.WA.)

10. Moore v. Metropolitan Group Property and Casualty Insurance Co., No. 10-212ML (US Dist. Ct., D. RI).

11. Mansker v. Farmers Insurance Company of Washington, No:11-2-06668-7 (WA Superior CT., Pierce County).

EXHIBIT I (3 Case: 1:11-cv-00226-TSB Doc #: 170-3 Filed: 03/02/18 Page: 1 of 8 PAGEID #: 7239

7 Attorneys for Plaintiffs and the Class

9 UNITED STATES DISTRICT COURT

10 SOUTHERN DISTRICT OF OHIO

11 DINO RIKOS, TRACEY BURNS, and Case No. 11-CV-00226-TSB LLP

, LEO JARZEMBROWSKI, On Behalf of 12 Themselves, All Others Similarly Situated CLASS ACTION and the General Public,

EARDON 13 DECLARATION OF EDWARD K. Plaintiffs, O’BRIEN IN SUPPORT OF MOTION FOR O’R

14 FINAL APPROVAL OF CLASS ACTION

& v. SETTLEMENT 15

URST URST THE PROCTER & GAMBLE

H 16 COMPANY, Date: April 16, 2018 Time: 10:00 a.m. 17 Defendant. Judge: Hon. Timothy S. Black LOOD LOOD

B Courtroom: 815 18

19 20 21 22

23 24 25

27 28

Case No. 1:11-cv-226-TSB 00130672 O’BRIEN DECL ISO PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF SETTLEMENT

Case: 1:11-cv-00226-TSB Doc #: 170-3 Filed: 03/02/18 Page: 2 of 8 PAGEID #: 7240

1 I, EDWARD K. O’BRIEN, declare: 2 1. I am an attorney duly licensed to practice before all courts of the State of New

3 Hampshire and am admitted pro hac vice to practice before this Court. I am the managing partner 4 of O’Brien Law Firm, PC, and one of the counsel for Plaintiffs Dino Rikos, Tracey Burns and 5 Leo Jarzembowski (collectively, “Plaintiffs”).1 I have personal knowledge of the matters stated 6 herein and, if called upon, could and would competently testify to them. I submit this declaration

7 in support of Plaintiffs’ Motion for Final Approval of Class Action Settlement. 8 2. The declaration of Class Counsel, Timothy G. Blood (the “Blood Declaration”), 9 submitted in connection with the motion for preliminary approval accurately describes the

10 lengthy history of this hard fought Action. (ECF No. 166-1).

11 3. My firm prosecuted this litigation on a contingent fee basis with no guarantee of LLP

, 12 recovery. My firm, along with co-counsel, incurred 100% of the risk in pursuing the litigation.

EARDON 13 My firm advanced expenses with the understanding that we would be paid a fee and receive O’R

14 reimbursement for expenses only if successful. & 15 4. The services rendered and work performed by my firm covered many aspects of URST URST

H 16 the litigation, including [the initial factual investigation of the claims, retaining and

17 communicating with Mr. Jarzembowski throughout the Action, meeting with Mr. Jarzembowski LOOD LOOD B 18 to prepare for his deposition, defending Mr. Jarzembowski’s deposition, assisting with responses 19 to discovery requests propounded on Mr. Jarzembowski, participating in litigation strategy with

20 Class Counsel, and reviewing and approving settlement documents. I believe the time expended 21 by my firm in this litigation was reasonable and necessary in light of the amount of work 22 accomplished.

23 5. The following information regarding my firm’s time and out-of-pocket expenses 24 is taken from time and expense records prepared and maintained by the firm in the ordinary 25 course of business. The time records were prepared daily or shortly thereafter by each attorney

26 or paralegal working on the litigation. The expense records are prepared from receipts, expense

1 28 All capitalized terms herein have the same meaning as set forth in the Settlement Agreement. (ECF No. 166-2). 1 Case No. 1:11-cv-226-TSB 00130672 O’BRIEN DECL ISO PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF SETTLEMENT

Case: 1:11-cv-00226-TSB Doc #: 170-3 Filed: 03/02/18 Page: 3 of 8 PAGEID #: 7241

1 vouchers, check records and other documents, and are an accurate record of the expenses. I 2 reviewed the printouts and also reviewed the backup documentation where necessary. The

3 purpose of these reviews was to confirm the accuracy of the entries on the printouts as well as 4 the reasonableness of the time and expenses committed to the litigation. 5 6. The schedule below provides a summary of the hours expended by timekeepers 6 from my firm who performed work in this litigation. The schedule includes the name of each

7 person who worked on the case, hourly billing rates, the number of hours expended, and the 8 resulting lodestar for each timekeeper. The backgrounds and qualifications of the attorneys who 9 worked on the matter are set forth in the Firm Resume, attached as Exhibit A to this declaration.

10 7. The lodestar calculation is based on the firm’s current billing rates, including for

11 attorneys and employees no longer employed by the firm, at the firm’s customary hourly rates LLP

, 12 charged to our fee-paying clients, and which have been accepted as reasonable by numerous

EARDON 13 other courts. Further, based on my knowledge of the class action plaintiff’s bar nationwide, the O’R

14 rates charged by my firm are in line with the rates charged by other firms that handle class & 15 actions of similar size and complexity. For example, my firm’s rates were recently accepted for URST URST

H 16 fee approval purposes in Gennell v. FedEx Corp., 2014 U.S. Dist. LEXIS 35961 (D.N.H. 2014).

17 8. . Each of my firm’s attorneys have practiced for the following number of years: LOOD LOOD B 18 Mr. O’Brien – 35 years. The legal authority cited in the concurrently filed motion for final 19 approval, as well as the billing surveys attached to the declaration of Timothy Blood in support

20 of final approval demonstrate that based on the years of experience of each of my firm’s 21 attorneys, the hourly rates of $475 to $600 are reasonable. 22 9. The total number of hours spent on this litigation by my firm as of February 16,

23 2018, was 73.1 hours. The total lodestar for attorney and paralegal time is $37,140.

24 Attorney/Paralegal Hours Rate Lodestar $475 – 600 25 Edward K. O’Brien 73.1 $37,140 (adjusted annually) 26 Totals 73.1 $37,140 27 28

2 Case No. 1:11-cv-226-TSB 00130672 O’BRIEN DECL ISO PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF SETTLEMENT

Case: 1:11-cv-00226-TSB Doc #: 170-3 Filed: 03/02/18 Page: 4 of 8 PAGEID #: 7242

1 10. My firm’s lodestar figures are based upon the firm’s billing rates, which rates do 2 not include charges for expense items. Expense items are billed separately and such charges are

3 not duplicated in my firm’s billing rates. 4 11. As detailed below, my firm has incurred a total of $85 in out-of-pocket expenses 5 for which reimbursement is sought, in the prosecution of this litigation from inception through 6 February 16, 2018. The expenses incurred in this action are reflected in the books and records

7 of my firm. These books and records are prepared from expense vouchers, check records and 8 other source materials and are an accurate record of the expenses incurred. 9 12. The out-of-pocket litigation expenses incurred by my firm are reasonable in

10 amount and were necessary for the effective and efficient prosecution of the litigation. In

11 addition, I believe the expenses are all of a type that normally would be charged to a fee-paying LLP

, 12 client in the private legal marketplace and have actually been charged by my firm to fee-paying

EARDON 13 clients. They are also the categories of expenses that have been awarded to my firm and other O’R

14 plaintiff’s counsel in other class action settlements. & 15 13. My firm’s out-of-pocket litigation expenses in the amount of $85 are summarized URST URST

H 16 below:

17 LOOD LOOD Expense Category Total B 18 Transportation, Hotels & Meals $85 19 TOTAL $85 20 21 I declare under penalty of perjury under the laws of the United States of America that 22 the foregoing is true and correct. Executed on January 31, 2018, at Manchester, New Hampshire.

23 24 By: s/ Edward K. O’Brien.

25 Edward K. O’Brien

27 28

3 Case No. 1:11-cv-226-TSB 00130672 O’BRIEN DECL ISO PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF SETTLEMENT

Case: 1:11-cv-00226-TSB Doc #: 170-3 Filed: 03/02/18 Page: 5 of 8 PAGEID #: 7243

EXHIBIT A Case: 1:11-cv-00226-TSB Doc #: 170-3 Filed: 03/02/18 Page: 6 of 8 PAGEID #: 7244

O’BRIEN LAW FIRM, PC EDWARD K. O’BRIEN — WORK HISTORY Mr. O’Brien focuses on the representation of consumers in individual and classwide challenges to unlawful and deceptive lending and business practices. Having formerly represented numerous banks and mortgage companies in state and federal regulatory compliance matters, and having served on the senior management team and board of directors of a financial services holding company (state-chartered bank, subprime mortgage company and leasing company), Mr. O’Brien brings considerable knowledge and experience to his consumer law practice. His firm’s consumer class action practice was profiled in the Massachusetts Lawyer (January 25, 1995); the firm’s work in spearheading a national legal challenge to mortgage lender side payments to brokers was profiled in the Washington Post (December 21, 1996) and in Origination News (May, 1997). In its November, 1996 issue, Mortgage Banking, the magazine of the Mortgage Bankers Ass’n of America, referred to him as one of the country’s best known RESPA attorneys (at p. 26). Commentary on his cases appears with some frequency in such national and regional newspapers as the Wall Street Journal, the New York Times, the Boston Globe, and the Boston Herald-American, on National Public Radio and in trade publications such as Lawyers Weekly USA, American Banker, National Mortgage News, Mortgage Marketplace, Real Estate Finance Today, Inside Mortgage Finance, Spot Delivery and National Underwriter. His cases are analyzed with regularity in legal periodicals such as the National Consumer Law Center’s Legal Practice Series and the Consumer Financial Services Law Report, as well as in numerous law review articles. Mr. O’Brien has prepared class action material for continuing legal education courses and has addressed state and national bar groups including the American Bar Association, Section of Business Law, Committee on Consumer Financial Services and the Massachusetts, New Hampshire and New York State continuing legal education and/or state bar associations. He has appeared as a guest lecturer in Consumer Class Action Law at Franklin Pierce Law Center, and has served for many years as a Contributing Editor, First Circuit, for the American Bar Association, Litigation Section, Committee on Class Actions and Derivative Suits and on the Board of Advisors for the Consumer Financial Services Law Report (published quarterly by LRP Publications). He was co- counsel on two sets of mortgage cases which resulted in a direct response from Congress, the Board of Governors of the Federal Reserve Board (“FRB”) and the Department of Housing and Urban Development (“HUD”). He was co-counsel on the “Rodash” cases, which resulted in Congressional enactments of amendments to the federal Truth in Lending Act, 15 U.S.C. §1601 et seqs. and the issuance of additional Official Staff Commentary by the FRB; his mortgage broker “yield spread premium” cases were instrumental in the issuance of its rule entitled the Real Estate Settlement Procedures Act (RESPA) Disclosure of Fees Paid to Mortgage Brokers, 62 Fed. Reg. 53912 (1997) (codified at 24 C.F.R. pt. 3500). Publications: Contributing Editor (New Hampshire), “ABA Survey of State Class Action Law 2008-2009” republished in Newberg & Conte, Newberg on Class Actions (4th. Ed. 2003); “Mortgage Payoff Fee Case May Proceed as a National Class Action,” Consumer Financial Services Law Report, Vol. 5 Issue 15 (February 13, 2002); Consumer Financial Services Law Report, “Subprime Auto Lender’s Use of Standard Form Repossession Notice Results in Class Action Certification of Borrowers’ Claims,” Vol. 5 Issue 8 (September 28, 2001); Consumer Class Action Challenges The Legality Of Excessive Medical Records Copying Costs, New Hampshire Trial Lawyer’s Association (March, 2002); “Measuring Liability for the Sale of Ancillary Products: Credit Insurance”, in Banking and Consumer Financial Services Summit (Fulcrum Information Services, November, 1999); “Unrefunded Credit Insurance Premiums: A MultiMillion Dollar Constructive Trust,” Consumer Financial Services Litigation (Practising Law Case: 1:11-cv-00226-TSB Doc #: 170-3 Filed: 03/02/18 Page: 7 of 8 PAGEID #: 7245

Institute, April, 2000); “Fluid Recoveries in Consumer Class Actions,” Class Actions and Derivative Lawsuits, Spring, 1999, Vol. 9, No. 1 (American Bar Association Section of Litigation); “A Consumer Lawyer Looks at Lender Liability,” Massachusetts Lawyer’s Weekly, 25 M.L.W. 2007 (May 26, 1997). Representative class action litigation: Amoche v. Guar. Trust Life Ins. Co., 2009 U.S. App. LEXIS 2849 (1st Cir. N.H. 2009); Fitzpatrick v. Chicago Title Ins. Co., Hillsborough Cty (NH) Super. Ct., No. Dist., C.A. No. 09-C-413; Tello v. First American Title Ins. Co., Hillsborough Cty Super. Ct., So. Dist., C.A. No. 09-C-403; Terry v. Chicago Title Ins. Co., 2007 U.S. Dist. LEXIS 14610 (D.N.H. 2007); Scott v. First American Title Ins. Co., 2007 U.S. Dist. LEXIS 3820 (D.N.H. 2007); Carrier v. American Bankers Life Assurance Co. of Florida, 2006 U.S. Dist. LEXIS 22656 (D.N.H. 2006); Anderson v. Fidelity National Title Ins. Co., Hillsborough Cty (NH) Superior Court, C.A. No. 06-C-0647; Hansen v. Monumental Life Ins. Co., 2008 U.S. Dist. LEXIS 112254 (D. Conn. 2008); Carter v. North Central Life Ins. Co., 2006 U.S. Dist. LEXIS 58127 (D.N.H. 2006); Cieplucha v. Nissan Motor Acceptance Corp., Hillsborough Cty Superior Court, C.A. No. 05-C-242; Carlisle v. St. Mary’s Bank, Hillsborough Cty Superior Court, C.A. No. 05-C-0090; Collins v. Harley Davidson Credit Corp., Hillsborough Cty Superior Court, C.A. No. 05-C-0082; Frost v. Chittenden Trust Co., Hillsborough Cty Superior Court, C.A. 05-C-0071; Vick v. American National Insurance Company, Hartford Jud. District (CT) Superior Court, Docket No. HHD-CV-05-4014170- S; Lee v. Life Investors Ins. Co. of America, Hennepin Cty (MN) District Court, C.A. 03-15180; Reller v. Union Security Life Ins. Co., Ramsey Cty (MN) District Court, C.A. 62-C3-04-012202; Dunn v. American Heritage Life Ins. Co., Hillsborough Cty Superior Court, No. Dist., C.A. 05-C-0012; Connell v. American Specialty Health Ins. Co., Hillsborough Cty Superior Court, No. Dist., C.A. 04-C-438; Gibson v. Universal Underwriters Life Ins. Co., Hillsborough Cty Superior Court, No. Dist., C.A. 04-C-414; Neal v. XL Life Insurance and Annuity Co., Hillsborough Cty Superior Court, No. Dist., C.A. No. 04-C-834, Poore v. American Honda Finance Corp., Hillsborough Cty Superior Court, No. Dist., C.A. No. 04-C-922; Malloy-Baldasaro v. Chase Manhattan Automotive Finance Corp., Hillsborough Cty Superior Court, No. Dist., C.A. No. 04-C-679; Boucher v. General Motors Acceptance Corp., Hillsborough Cty Superior Court, So. Dist., C.A. No. 04-C-274; McGowan v. Northeast Credit Union, Merrimack County Superior Court, C.A. 04-C-283; Jansson v. Toyota Motor Credit Corporation, Hillsborough Cty Superior Court, No. Dist., C.A. No. 04-C-911; Freunscht v. Banknorth, NA, 2004 U.S. Dist. LEXIS 4209 (D.N.H. 2004); Chapinski v. Union Fidelity Life Ins. Co., Hillsborough County (NH) Northern District Superior Court, CA No. 04-C-0413); Valencia v. Americredit Financial Services, Inc., 2003 Conn. Super. LEXIS 2532 (Conn. Super. 2003); Pelchat v. Citizens Bank of New Hampshire, Hillsborough County (NH) Superior Court, CA No. 03-C-0905; Couture v. Auto-torium, 2002 WL 31962752 (N.H. Super. Ct. 2002); Myers v. Primus Automotive Financial Services, Inc., Hartford County (CT) Superior Court CV-02-032712 (2002); Torino v. GMAC Mortgage Corporation, Norfolk County (MA) Superior Court, No. 01-00056 (2001); Kivikoski v. Smart Professional Photocopying Corp., 2001 WL 274763 (D.N.H. 2001); Horowitz v. Boch Motors, Inc., Norfolk County (MA) Superior Court, No. 01-659; Bolen v. Bass & Associates, P.C., 2001 U.S. Dist. LEXIS 16964 (E.D. Il. 2001); Jennings v. American Honda Finance Co., 2001 Conn. Super. LEXIS 1123 (2001); Moye v. Credit Acceptance Corp., 2000 Conn. Super. LEXIS 3072 (Conn. Super. 2000), later opins. 2001 Conn. Super LEXIS 1342 (Conn. Super. 2001), 2001 Conn. Super. LEXIS 2324 (Conn. Super. 2001); Turner v. Ocwen Federal Savings Bank, Camden County (NJ) Superior Court, No. L 9589-00 (2000); Fields v. Universal Underwriters Acceptance Corp., Hartford County (CT) Superior Court, Complex Litigation Docket CV-00-032865 (2000); Brown v. Gibraltar Savings Bank, FSB, Cumberland County (NJ) Superior Court, No. L-710-99 (1999); Carrasco v. Parkway Mortgage, Inc., Camden County (NJ) Superior Court, No. L 4815-99 2 Case: 1:11-cv-00226-TSB Doc #: 170-3 Filed: 03/02/18 Page: 8 of 8 PAGEID #: 7246

(1999); Coley v. Guarantee Trust Life Ins. Co., Cook County (IL) Circuit Court, No. 99 L 006680 (1999); Alverado v. Sovereign Bank, Hartford County (CT) Superior Court, Complex Litigation Docket X06-CV-99-1052752-S (1999); Johnson v. Balboa Life Ins. Co., San Francisco Superior Court, No. 305086 (1999); Easley v. BankBoston, NA, Waterbury County (CT) Superior Court, Complex Litigation Docket CV-99-0496772-S (1999); Mulligan v. Choice Mortgage Corp. USA, 1998 U.S. Dist. LEXIS 13248 (D.N.H. 1998); Prive v. New Hampshire Vermont Health Services d/b/a Blue Cross Blue Shield of New Hampshire, 1998 WL 37294 (NH Super. Ct July 1, 1998); In re G.E. Capital Debtor Reaffirmation Litigation, M.D.L. 1192 (N.D. Ill. 1997); Domenica v. Centerbank Mortgage Co., 397CV00525-AWT (D.Conn. 1997); McKay v. ContiMortgage Corp., 96- 10563 EJF (D.Mass. 1996); Swedbergh v. Countrywide Funding Co., 96-D-961 (D.Colo. 1996); Broadbent v. Protective Life Ins. Co., 95-1357 JSL (M.D.Cal. 1995); Hoban v. USLife Credit Life Ins. Co., 163 F.R.D. 509, 1995 U.S. Dist. LEXIS 12610 (E.D. Ill. 1995); Dunmire v. Domestic Loan & Investment Bank, 95-12617-JLT (D.Mass. 1995); Sousa v. North Central Life Ins. Co., 910 F.Supp. 53 (D.R.I. 1995); Robinson v. American Bankers Life Assurance Co., 94-0649 (S.D.Fl. 1994); Smith v. Financial Enterprises Corp., 94-10126-NG (D.Mass. 1994); Mayo v. Key Financial Services, Inc., 812 F.Supp. 277 (D. Mass. 1993), later opinions Consumer Credit Guide (CCH ¶95,434), 2 Mass. L. Rptr. No. 13, 269 (Suff. Cnty. (MA) Sup. Ct., June 22, 1994, Flannery, J.), aff’d as modified, 1997 Mass. LEXIS 102 (Mass. 1997) (leading Massachusetts case analyzing mortgage borrowers’ rescission and damage claims under the Massachusetts Consumer Cost Disclosure Act (M.G.L. Ch. 140D); Hairston v. Home Loan & Investment Bank, 814 F.Supp. 180 (D. Mass. 1993); Richards v. Combined Ins. Co., 1993 U.S. Dist. LEXIS 16103 (N.D. Ill. Nov. 9, 1993), later opinions 1993 U.S. Dist. LEXIS 17883 (N.D. Ill. Dec. 15, 1993); 55 F.3d 247 (7th Cir. 1995).

Education and admissions: Mr. O’Brien graduated from the University of New Hampshire in 1978 and from the Syracuse University College of Law in 1982. He is admitted to practice in state and federal courts in New Hampshire and Massachusetts and before the federal Court of Appeals for the First Circuit. Memberships: National Association of Consumer Advocates; American Trial Lawyers Association; Trial Lawyers for Public Justice; American Bar Association; Massachusetts and New Hampshire Bar Associations. Contact information: Edward K. O’Brien, O’Brien Law Firm, PC, One Sundial Avenue, 5th Floor, Manchester, NH 03103 (603) 672-3800 (603) 672-3815 (fax); email: [email protected].

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7 Attorneys for Plaintiffs and the Class

9 UNITED STATES DISTRICT COURT 10 SOUTHERN DISTRICT OF OHIO

11 DINO RIKOS, TRACEY BURNS, and Case No. 11-CV-00226-TSB LLP

, LEO JARZEMBROWSKI, On Behalf of 12 Themselves, All Others Similarly Situated CLASS ACTION and the General Public,

EARDON 13 DECLARATION OF RACHEL L. SOFFIN Plaintiffs, IN SUPPORT OF MOTION FOR FINAL O’R

14 APPROVAL OF CLASS ACTION

& v. SETTLEMENT 15

URST THE PROCTER & GAMBLE

H 16 COMPANY, Date: April 16, 2018 Time: 10:00 a.m. 17 Defendant. Judge: Hon. Timothy S. Black LOOD

B Courtroom: 815 18

19 20

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Case No. 1:11-cv-226-TSB 00132704 SOFFIN DECL ISO PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF SETTLEMENT

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1 I, RACHEL SOFFIN, declare: 2 1. I am an attorney duly licensed to practice before all courts of the State of 3 California and am admitted pro hac vice to practice before this Court. I am an attorney at the

4 law firm Morgan & Morgan, P.A., one of the counsel for Plaintiffs Dino Rikos, Tracey Burns, 5 and Leo Jarzembowski (collectively, “Plaintiffs”).1 I have personal knowledge of the matters 6 stated herein and, if called upon, could and would competently testify to them. I submit this 7 declaration in support of Plaintiffs’ Motion for Final Approval of Class Action Settlement. 8 2. The declaration of Class Counsel, Timothy G. Blood (the “Blood Declaration”), 9 submitted in connection with the motion for preliminary approval accurately describes the

10 lengthy history of this hard fought Action. (ECF No. 166-1).

11 3. Morgan & Morgan prosecuted this litigation on a contingent fee basis with no LLP

, 12 guarantee of recovery. My firm, along with co-counsel, incurred 100% of the risk in pursuing

EARDON 13 the litigation. My firm advanced expenses with the understanding that we would be paid a fee O’R

14 and receive reimbursement for expenses only if successful. & 15 4. The services rendered and work performed by Morgan & Morgan covered URST

H 16 many aspects of the litigation, including the initial factual investigation of the claims, retaining 17 and communicating with Ms. Burns throughout the Action, meeting with Ms. Burns to prepare LOOD B 18 for her deposition, defending Ms. Burns’ deposition, assisting with responses to discovery 19 requests propounded on Ms. Burns, as well as supplemental request for information, 20 participating in litigation strategy with Class Counsel, and reviewing and approving settlement

21 documents. I believe the time expended by my firm in this litigation was reasonable and 22 necessary in light of the amount of work accomplished. 23 5. The following information regarding my firm’s time and out-of-pocket 24 expenses is taken from time and expense records prepared and maintained by the firm in the 25 ordinary course of business. The time records were prepared daily or shortly thereafter by each 26 attorney or paralegal working on the litigation. The expense records are prepared from

1 28 All capitalized terms herein have the same meaning as set forth in the Settlement Agreement. (ECF No. 166-2). 1 Case No. 1:11-cv-226-TSB 00132704 SOFFIN DECL ISO PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF SETTLEMENT

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1 receipts, expense vouchers, check records and other documents, and are an accurate record of 2 the expenses. I reviewed the printouts and also reviewed the backup documentation where 3 necessary. The purpose of these reviews was to confirm the accuracy of the entries on the

4 printouts as well as the reasonableness of the time and expenses committed to the litigation. 5 6. The schedule below provides a summary of the hours expended by timekeepers 6 from my firm who performed work in this litigation. The schedule includes the name of each 7 person who worked on the case, hourly billing rates, the number of hours expended, and the 8 resulting lodestar for each timekeeper. Morgan & Morgan has a dedicated Complex Litigation 9 group staffed with lawyers, paralegals and investigators committed to representing large

10 numbers of individuals in complex litigation, MDL proceedings and class action cases

11 throughout the country. The backgrounds and qualifications of the attorneys who worked on LLP

, 12 the matter are set forth in the Firm Resume, attached as Exhibit A to this declaration.

EARDON 13 7. The lodestar calculation is based on the firm’s current billing rates, including O’R

14 for attorneys and employees no longer employed by the firm, at the firm’s customary hourly & 15 rates charged to our fee-paying clients, and which have been accepted as reasonable by URST

H 16 numerous other courts. Further, based on my knowledge of the class action plaintiff’s bar 17 nationwide, the rates charged by my firm are in line with the rates charged by other firms that LOOD B 18 handle class actions of similar size and complexity. For example, Morgan & Morgan’s rates 19 were recently accepted for fee approval purposes in In re: the Home Depot, Inc., Customer 20 Data Security Breach Litigation, No. 1:14-md-02583 (N.D. Ga. 2016). Each of Morgan & 21 Morgan’s attorneys who worked on this litigation have practiced for the following number of 22 years: Ms. Soffin – 12 years; Mr. Meyers – 22 years. The legal authority cited in the 23 concurrently filed motion for final approval, as well as the billing survey attached to the 24 declaration of Timothy Blood in support of final approval demonstrate that based on the years 25 of experience of each of my firm’s attorneys, the hourly rates of $550.00 to $675.00 are 26 reasonable.

27 8. The total number of hours spent on this litigation by my firm as of February 16, 28 2018, was 25.00 hours.

2 Case No. 1:11-cv-226-TSB 00132704 SOFFIN DECL ISO PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF SETTLEMENT

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1 Attorney/Paralegal Hours Rate Lodestar 2 Rachel Soffin – Partner 20.00 $550.00 $11,000.00 3 5.00 $675.00 $3,375.00 J. Andrew Meyer – Of Counsel 4

5 Totals 25.00 $14,375.00

6 9. My firm’s lodestar figures are based upon the firm’s billing rates, which rates 7 do not include charges for expense items. Expense items are billed separately and such charges 8 are not duplicated in my firm’s billing rates. 9 10. As detailed below, my firm has incurred a total of $1,486.37 in unreimbursed

10 expenses in connection with the prosecution of this litigation from inception through February

11 16, 2018. The expenses incurred in this action are reflected in the books and records of my LLP

, 12 firm. These books and records are prepared from expense vouchers, check records and other

EARDON 13 source materials and are an accurate record of the expenses incurred. O’R 14 11. The out-of-pocket litigation expenses incurred by my firm are reasonable in & 15 amount and were necessary for the effective and efficient prosecution of the litigation. In URST

H 16 addition, I believe the expenses are all of a type that normally would be charged to a fee- 17 LOOD paying client in the private legal marketplace and have actually been charged by my firm to B 18 fee-paying clients. They are also the categories of expenses that have been awarded to my firm 19 and other plaintiff’s counsel in other class action settlements, including those noted above. 20 12. My firm’s out-of-pocket litigation expenses in the amount of $1,486.37 are 21 summarized below:

22 Expense Category Total 23 Printing/Copying $109.50 24 Court Reporter/Deposition $413.25 Postage $1.11 25 PACER $31.80 26 Long Distance Telephone $0.75 27 Travel $929.96 28 TOTAL $1,486.37

3 Case No. 1:11-cv-226-TSB 00132704 SOFFIN DECL ISO PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF SETTLEMENT

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1 I declare under penalty of perjury under the laws of the United States of America that 2 the foregoing is true and correct. Executed on March 1, 2018, at Tampa, Florida. 3

4 By: s/ Rachel L. Soffin RACHEL L. SOFFIN 5

6 7 8 9

11 LLP

, 12

EARDON 13 O’R

14 & 15 URST

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4 Case No. 1:11-cv-226-TSB 00132704 SOFFIN DECL ISO PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF SETTLEMENT

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Morgan & Morgan is a leading civil trial law firm representing accident and injury victims as well as consumers and commercial clients nationwide. With over 300 lawyers, and more than 1,500 non-lawyer employees, Morgan & Morgan is among the largest, if not the largest, exclusively plaintiffs law firms in the United States, with 25 offices in Florida, Alabama, Georgia, Mississippi, Kentucky, Tennessee, and New York. Morgan & Morgan’s attorneys handle litigation on a contingent basis, which includes all manner of personal injury claims, including workers’ compensation, medical malpractice, nursing home abuse, product liability, slip and fall, denial of insurance benefits, Americans with Disabilities Act claims, employment discrimination claims, collection harassment, Social Security claims, and general negligence.

In addition, Morgan & Morgan has a dedicated Complex Litigation Group staffed with lawyers, paralegals, and investigators committed to representing large numbers of individuals in complex litigation, MDL proceedings and class action cases throughout the country. Morgan & Morgan has assembled the following team of lawyers dedicated to representing Plaintiffs and Class Members in an effort to obtain relief on their behalf:

Scott Wm. Weinstein Based in Morgan & Morgan’s Fort Myers, Florida office, Mr. Weinstein serves as the Managing Partner of the firm’s Complex Litigation Group, which comprises three distinct practice areas around the country: Mass Torts, Qui Tam, and Consumer Class Action. Mr. Weinstein also handles cases in all three practice areas. Mr. Weinstein has broad experience and is nationally known in the areas of consumer protection, pharmaceutical and medical device litigation, and cases involving food-borne illnesses. He has served in leadership positions in many consumer class actions in state and federal courts around the country, as well as in Multi-District Litigation where he was appointed Co-Lead and Liaison Counsel in the case In re: Denture Cream Products Liability Litigation, MDL No. 2051 (Southern District of Florida) and appointed to Plaintiffs’ Steering Committees in numerous cases, including In re: Heparin Products Liability Litigation, MDL No. 1953 (Northern District of Ohio); In re: Digitek Products Liability Litigation, MDL No. 1968 (Southern District of West Virginia); In re: Total Body Formula Products Liability Litigation, MDL No. 1985 (Northern District of Alabama); In re: Bayer Corp. Combination Aspirin Products Marketing and Sales Practices Litigation, MDL No. 2023 (Eastern District of New York); In re: Chinese- Manufactured Drywall Products Liability Litigation, MDL No. 2047 (Eastern District of Louisiana), and, most recently, In re Black Farmers Discrimination Litigation, Misc. No. 08-ML-0511-PLF (District Court for the District of Columbia).

Mr. Weinstein was educated at the Univer sity of Florida, earning a B.S. degree in - 1 - Case: 1:11-cv-00226-TSB Doc #: 170-4 Filed: 03/02/18 Page: 8 of 14 PAGEID #: 7254

1982 and a Jurais Doctor te degree in 1985. He was inducted into Florida Blue Key while at the University of Florida. He currently serves as a member of the Florida Bar Board of Governors. He is Past President of the Lee County (Florida) Bar Association, Past Chair of The Florida Bar Grievance Committee “A,” Twentieth Judicial Circuit, a member of the Twentieth Judicial Circuit Peer Review Committee, and Past President of the Naples/Fort Myers Chapter, American Board of Trial Advocates (“ABOTA”). Mr. Weinstein is “AV” rated by Martindale-Hubbell; and in 2009 and 2010, he was selected as a member of the “Florida Legal Elite.”

Rachel L. Soffin Rachel Soffin has been a partner in the National Consumer Class Action section of Morgan & Morgan’s Complex Litigation Group since 2010. Ms. Soffin’s practice is exclusively dedicated to consumer class action litigation. Ms. Soffin has represented consumers in numerous consumer class action cases involving a wide range of subjects affecting consumers, including racial discrimination, deceptive trade practices, privacy and data breach litigation, and statutory violations: In re Black Farmers Discrimination Litigation, No 08-ML-0511 (D.D.C.) ($1.2 billion settlement for farmers subjected to discrimination by the USDA); In re: Tracfone Unlimited Service Plan Litigation, No. 13-cv-03440-EMC (N.D. Cal) ($40 million settlement for consumers subjected to deceptive cellular phone data plan practices); In re: The Home Depot, Inc., Customer Data Security Breach Litigation, No. 1:14-md-02583-TWT (N.D. Ga) ($13 million settlement for consumers whose personal information was subject to a data breach); De Leon v. Bank of America, N.A. (USA) (M.D. Fla.), No. 6:09-cv-01251-JA-KRS ($10 million settlement for consumers subjected to violations of the Fair Credit Billing Act, a breach of their Cardholder Agreement and deceptive trade practices); Swift v. Bank of America, No. 3:14-cv-01539 (M.D. Fla) ($1 million settlement for consumers subjected to TCPA violations); In re: Horizon Organic Milk Plus DHA Omega-3 Marketing and Sales Practice Litigation, 1:12-MD-02324-JAL (S.D. Fla.) ($1.3 million settlement value for consumers subjected to deceptive trade practices for misrepresentations regarding a milk product). These cases successfully protected the rights of consumers.

Ms. Soffin is actively litigating the following class actions: JPay, Inc. v. Cynthia Kobel, et. al, No. 1:16-cv-20121-DPG (S.D. Fla.) (class action involving unlawful conduct associated with electronic money transfers for individuals in community corrections facilities); Creech v. Emerson Climate Technologies, Inc. et al, No. 3:15-cv-00014-WHR (N.D. Ohio) (class action involving dangerous and defective thermostats that pose a serious fire hazard); and In re: Ford Fusion and C-Max Fuel Economy Litigation, No. 7:13-md- 02450-KMK (S.D.N.Y.) (class action involving deceptive representations regarding mileage per gallon in hybrid vehicles); Bordenet, et al. v. CVS Pharmacy, Inc. et. al, No. 1:16-cv-06103 (N.D. Il.) (class action involving allegations that products marketed and advertised as containing Aloe Vera Gel contain no actual Aloe Vera).

In addition to prosecuting the above class actions, in 2010, Ms. Soffin successfully defended now United States Senator Charlie Crist in a class action brought against him by individuals who sought a refund of their contributions to Crist’s previous U.S. Senate Campaign because they allegedly made contributions to support Crist as a Republican and he instead ran for U.S. Senate as a candidate with no party affiliation. See Linda A. Morton and John D. Rood v. Charlie Crist, Individually, and The Charlie Crist for U.S. Senate Campaign, No. 10-2846-CA (Fla. 20th Cir. Ct. 2010). - 2 - Case: 1:11-cv-00226-TSB Doc #: 170-4 Filed: 03/02/18 Page: 9 of 14 PAGEID #: 7255

Ms. Soffin obtained her undergraduate degree in Finance, with honors, from The Florida State University. While in college, Ms. Soffin worked at the Florida Legislature for three sessions, where she worked closely with government leaders. Ms. Soffin earned her law degree from Stetson University College of Law, cum laude, where she served as a Digest Writer on the Stetson Law Review, in which her work was regularly published.

Ms. Soffin is currently a member in good standing of The Florida Bar and the State Bar of Georgia, and of all the bars to which she has been admitted, including the United States Court of Appeals for the Eleventh Circuit, the Middle District of Florida, Southern District of Florida, the Northern District of Georgia and the Northern District of Illinois. In addition, Ms. Soffin has been recognized by Florida Super Lawyers from 2011 to 2017.

John A. Yanchunis Based in Morgan & Morgan’s Tampa, Florida office, Mr. Yanchunis leads the firm’s National Consumer Class Action and Mass Tort Divisions, and focuses his practice on consumer class action litigation. Prior to joining Morgan & Morgan in 2011, Mr. Yanchunis was a senior partner at James, Hoyer, Newcomer & Smiljanich & Yanchunis, P.A., where he managed the firm’s nationwide consumer class action department. Before entering private practice, Mr. Yanchunis was a law clerk for the Honorable Carl O. Bue, Jr., a United States District Judge in Houston, Texas.

Highly regarded nationally for his extensive involvement in class action cases, Mr. Yanchunis has served as co-lead counsel in the successful prosecution of two of the largest class action cases in the United States: Fresco v. Automotive Directions, Inc., Case No. 03- 61063-JEM, and Fresco v. R.L. Polk, Case 0:07-cv-60695-JEM (Southern District of Florida). Additionally, he has served as lead, co-lead, or class counsel in numerous class actions in a wide variety of areas affecting consumers, including but not limited to antitrust, defective products, life insurance, annuities and unfair and deceptive practices. Throughout his career, Mr. Yanchunis has practiced complex litigation; recently he litigated to a successful conclusion a claim for an employee against her employer under Sarbanes Oxley. As outside counsel, Mr. Yanchunis has represented the Florida Department of Financial Services and the Florida Department of Insurance Regulation (the insurance regulators in the state of Florida) in their investigations of the insurance industry over issues concerning possible anti-trust activity and other possible unlawful conduct regarding the payment of undisclosed compensation and commissions to insurance brokers. Many of these investigations yielded millions of dollars in restitution for Florida consumers and significant changes in the way commercial insurance is sold in the state of Florida. Mr. Yanchunis has represented The Florida Bar in many capacities, including as special counsel in the prosecution of individuals for The Unauthorized Practice of Law and as follow-up in direct criminal contempt proceedings. He has argued before the Florida Supreme Court on behalf of The Florida Bar on a number of occasions, including the following cases: In re Amendments to the Rules Regulating The Florida Bar and the Florida Rules of Judicial Administration, 907 So. 2d 1138, 30 Fla. L. Weekly S351 (Fla. May 12, 2005)(NO. SC04-135); Florida Bar re Revisions to Simplified Forms, Pursuant to Rule 10-2.1(a) of the Rules Regulating The Florida Bar, 774 So. 2d 611, 25 Fla. L. Weekly S570 (Fla. July 13, 2000)(NO. SC902023); The Florida Bar v. Eubanks, 752 So. 2d 540, 24 - 3 - Case: 1:11-cv-00226-TSB Doc #: 170-4 Filed: 03/02/18 Page: 10 of 14 PAGEID #: 7256

Fla. L. Weekly S304 (Fla. June 24, 1999)(NO. 91,084); The Florida Bar re Advisory Opinion on Nonlawyer Representation in Securities Arbitration, 696 So.2d 1178, 22 Fla. L. Weekly S388 (Fla. July 03, 1997)(NO. 89,140); The Florida Bar re Advisory Opinion Activities of Community Ass’n Managers, 681 So. 2d 1119, 21 Fla. L. Weekly S328 (Fla. July 18, 1996)(NO. 86,929); The Florida Bar re Amendments to Rules Regulating The Florida Bar (Proceedings Before a Referee), 685 So. 2d 1203, 21 Fla. L. Weekly S291 (Fla. June 27, 1996)(NO.87,132); The Florida Bar v. Schramek, 670 So. 2d 59, 21 Fla. L. Weekly S51 (Fla. Feb. 01, 1996)(NO. 83,873); The Florida Bar v. Schramek, 616 So. 2d 979, 18 Fla. L. Weekly S243 (Fla. Apr. 15, 1993)(NO. 77,871). Mr. Yanchunis is actively involved in his profession. He is a former member (1997- 2002) of The Florida Board of Bar Examiners (FBBE) and is presently an Emeritus Member. He served on many subcommittees of the FBBE including the Committee on Character and Fitness in which he was a member (1998-2000) and Chair (2000-present), the Committee on Petitions where he was a member (1998-1999) and Chair (1999-2000), the Committee on Budget (1999-present), the Committee on Questions (1998-present), the Committee on Abstracts of Practice in which he was a member (1999-present) and Chair (2000-present), and Examination Grading (July 2000). Mr. Yanchunis is involved in many other activities with The Florida Bar. He served as a member of the Board of Directors for The Florida Bar Foundation (2003-2006), and is a Fellow of The Florida Bar Foundation. He served as Chairman of the Special Commission on Multi-Jurisdictional Practice (2001-2005), and was a member of the Special Committee on the Enhancement of the Practice of Law (1997-1998). Mr. Yanchunis was a member of the Board of Governors (BOG) of The Florida Bar (1999- 2003), and was engaged in many subcommittees of the BOG, including the Budget Committee (2000-2003), Multi-Disciplinary Practice Committee (1999-2002), and Board Review Committee on Professional Ethics (1999-2002). He has served on the 6th Circuit Pro Bono, Ethics Committee (1997-1999), Standing Committee on Simplified Forms in which he was a member (1996-1998), Vice Chairperson (1998-1999), and the Task Force on the Unlicensed Practice of Law (1996). Mr. Yanchunis has served as Chairperson (1995-1997), Vice Chairperson (1994-1995), and a member (1990-1994) of the Standing Committee on the Unlicensed Practice of Law. Mr. Yanchunis is a former member of the Standing Committee on Professionalism (1991-1993), the Continuing Legal Education Committee (1991-1992), the Public Relations Committee (1989-1990), and the Board of Governors of Young Lawyers Division of The Florida Bar, Sixth Circuit Representative (1988-1992). He was a member (1985) and the Chairperson (1986-1995) of the 6A Circuit Committee for the Unlicensed Practice of Law and the Chairperson of the 6B Circuit Committee (1995). Presently, he is a member of the Supreme Court of Florida’s Judicial Management Council (2008-present) and the Consumer Protection Law Committee (2009- present). Mr. Yanchunis was a member of the St. Petersburg Bar Association (1996-2005) and served on its Executive Committee (1996-1998 and 2003-2005). He was also a member of the St. Petersburg Law Library Board of Trustees (1997-1998), and of the Sixth Circuit Committee on Professionalism. Presently he is a member of the Community Law Program of the St. Petersburg Bar Association. In the community, Mr. Yanchunis served as a member of the Elder Law Board, College of Law and the Center for Excellence in Elder Law at Stetson University College - 4 - Case: 1:11-cv-00226-TSB Doc #: 170-4 Filed: 03/02/18 Page: 11 of 14 PAGEID #: 7257

of Law (2003-2008), served as Vice President of the St. Vincent de Paul Society, St. Petersburg Downtown Conference (2001), was a National Council Member and Council Representative for the Boy Scouts of America (2005-2007), served in the West Central Family Council of the Boy Scouts of America as Council President (2005-2007), and was the Skyway District Chairman (2003-2004). Mr. Yanchunis presently serves as a member of the Executive Committee of the West Central Florida Council of the Boy Scouts of America. For his services as a Boy Scout Leader, Mr. Yanchunis received the Silver Beaver award in 2006 and the District Award of Merit for the Skyway District in 2005. Mr. Yanchunis served on the Board of Directors of the FBI Tampa Bay Citizens’ Academy Alumni Association; he completed Leadership St. Pete, sponsored by the St. Petersburg Chamber of Commerce. Mr. Yanchunis is a member of The Florida Bar (admitted in 1981) . Additionally, he is admitted to the United States Supreme Court; the United States Courts of Appeal for the Fifth, Sixth, Seventh, Ninth, and Eleventh Circuits; the United States District Court for the Southern, Northern, and Western Districts of Texas; the United States District Court for the Eastern and Western Districts of Wisconsin; the United States District Court for the Middle and Southern Districts of Florida; the United States District Court for the Eastern District of Michigan; the United States District Court for the Western District of Kentucky; the United States District Court for the Northern District of Illinois; the United States District Court of Connecticut; and the United States District Court of Colorado. Martindale-Hubbell honored Mr. Yanchunis with the prestigious “AV” rating. This is the highest rating attainable and is based upon evaluation by judges and other attorneys. In 2005, the Elder Law Section of the Florida Bar awarded Mr. Yanchunis’ law firm its Chair’s Honor Award for Mr. Yanchunis’ handling of a class action against the state of Florida for violations of federal law in failing to deliver a benefit under Medicaid to appropriate 41,000 elderly residents of nursing homes in Florida. He also received The Florida Bar Foundation’s “President’s Award for Excellence” in 2010. The President’s Award for Excellence recognizes outstanding leadership in promoting the Foundation’s mission to provide legal assistance for the poor. He was selected to Florida Super Lawyers in 2009 and 2010. While at the University of Florida Mr. Yanchunis was a member of Florida Blue Key and Omicron Delta Kappa. He received his Juris Doctor degree from the South Texas College of Law in 1980, where he graduated magna cum laude. During law school, Mr. Yanchunis was a member of the Order of the Lytae, Associate Editor-in-Chief and Technical Editor of the South Texas Law Journal.

Jonathan B. Cohen Mr. Cohen practices in Morgan & Morgan’s Tampa, Florida office. As a member of the firm’s Complex Litigation Group, Mr. Cohen focuses on consumer class action litigation. Before joining Morgan & Morgan in 2013, Mr. Cohen was a par tner at James, Hoyer, Newcomer & Smiljanich, P.A., a firm specializing in the prosecution of nationwide consumer class actions and whistleblower (qui tam) complaints. Mr. Cohen has prosecuted a number of state and federal consumer class actions, including cases against banks, mortgage companies and insurance companies alleging violations of the Florida Deceptive and Unfair Trade Practices Act, the Fair Credit Reporting Act and the forced-placement of insurance. He has also prosecuted class - 5 - Case: 1:11-cv-00226-TSB Doc #: 170-4 Filed: 03/02/18 Page: 12 of 14 PAGEID #: 7258

actions against for-profit colleges alleging deceptive trade practices, against counties alleging the improper taxation of landowners and against major corporations alleging employment discrimination. Mr. Cohen was appointed by the court as class counsel in the case of Ownby, et al. v. Citrus County, Florida, et al., Case No. 2004-CA-1840 (Florida 5th Circuit Court, Citrus County). He also served as counsel for the court- appointed receiver in the matter of Wiand v. Wells Fargo Bank, et al., Case No. 8:12-cv- 557-T-27EAJ (Middle District of Florida).

Mr. Cohen earned his Bachelor of Arts degree in Journalism from Indiana University in 1996. Following a career in marketing and advertising, he relocated from Chicago, Illinois to St. Petersburg, Florida, where he attended Stetson University College of Law and earned his Juris Doctor degree in 2005. During his tenure at Stetson, Mr. Cohen was an intern for the State Attorney’s Office (Economic Crimes Unit), the Thirteenth Judicial Circuit, Hillsborough County (2004), and for the Honorable David A. Demers, Sixth Judicial Circuit of Florida (2004). He earned the book award for Consumer Protection (2004) and served as a research assistant to Professor Mark Bauer (2004-05).

Mr. Cohen is a member of the Florida Bar and the Florida Bar Foundation. He is admitted to practice in the U.S. District Court for the Middle District of Florida, the U.S. District Court for the Western District of Texas, the U.S. District Court for the Western District of Wisconsin, U.S. District Court for the District of Colorado and the U.S. Courts of Appeal for the First, Fifth and Eleventh Circuits.

Michael Goetz Mr. Goetz practices in Morgan & Morgan's Tampa, Florida office. After graduating with honors from the University of Florida’s College of Law in 1992, Mr. Goetz joined the international law firm of Holland & Knight LLP where his practice focused on the defense of claims involving product liability, medical negligence, and general liability, as well as complex commercial litigation matters. He became a Partner in the firm on January 1, 2000. In 2002, Mr. Goetz joined Morgan & Morgan, P.A., where his practice shifted to the prosecution of personal injury and wrongful death claims on behalf of individuals and consumer classes. He has represented hundreds of clients of the firm in cases involving automobile and premises liability, nursing home neglect and abuse, and environmental torts. Moreover, Mr. Goetz handles mass tort actions for the firm nationwide, including product liability claims involving recalled pharmaceuticals and medical devices. He was appointed to the Plaintiffs’ Steering Committee in the case of In Re: Total Body Formula Products Liability Litigation, MDL No. 2051 (Northern District of Alabama) and he currently holds PSC subcommittee positions in a number of ongoing MDL’s. Mr. Goetz is "AV" rated by Martindale-Hubbell. In 2004, 2005, 2006, 2007, and 2008, he was designated by Florida Trend's Magazine as a "Florida Legal Elite" in the field of Civil Trial, and in 2007, 2008, 2009, and 2010, he was designated by Law & Politics Magazine as a Florida "Super Lawyer" in the field of personal injury. Mr. Goetz was admitted to The Florida Bar in 1992. He is currently an active member in the American Association for Justice, The American Trial Lawyers Association, and the Hillsborough County Bar Association. Mr. Goetz earned his B.A. degree, magna - 6 - Case: 1:11-cv-00226-TSB Doc #: 170-4 Filed: 03/02/18 Page: 13 of 14 PAGEID #: 7259

cum laude, from Emory University in 1989, and was inducted into the Phi Beta Kappa Honor Society.

James D. Young Though born in Boston, James was raised and educated in Florida. After a successful career as Special Counsel to the Florida Attorney General’s office, James joined the firm’s complex litigation unit focusing on qui tam whistleblower cases nationwide. James has broad experience and is nationally known in the areas of consumer protection, health fraud, and pharmaceutical litigation. He has served in leadership positions in numerous multistate Attorney General investigations including starting and co-leading the largest consumer protection drug settlement to date, In Re Risperdal. He was appointed co- lead of the government plaintiffs group in the Vioxx Multi-District Litigation and served as lead of several litigation subcommittees. In addition to his responsibilities as an attorney, James is a regular contributor to the Morgan & Morgan Complex Litigation Group’s whistleblower blog.

Marcio W. Valladares Born in Managua, Nicaragua, Marcio Valladares emigrated to the United States during Nicaragua’s civil war. In 1990, Marcio obtained a Bachelor of Science degree in psychology from the University of Florida. In 1993, he obtained his Juris Doctor degree, magna cum laude, from Florida State University. He is pursuing a Masters in Law (LL.M.) degree from Columbia University, focusing his studies in federal and comparative law.

Before joining Morgan & Morgan, Marcio worked in both the public and private sectors. For five years, he served as a judicial law clerk to the Honorable Steven D. Merryday, United States District Judge, Middle District of Florida. For two years, he served as a judicial law clerk to the Honorable Susan H. Black, United States Circuit Court Judge, Court of Appeals for the Eleventh Circuit. For five years, Marcio served as an Assistant United States Attorney for the Middle District of Florida. In the private sector, Marcio practiced commercial litigation and insurance defense at Holland & Knight LLP. Marcio also worked as in-house counsel for the Mayo Clinic.

Marcio served on the Florida Bar’s Grievance Committee in Orange County (2011-2012) and was the Judicial Relations Chair for the Hispanic Bar Association of Central Florida (2009-2012).Marcio is fluent in English and Spanish. He brings his diverse experience and vantage to Morgan & Morgan’s Complex Litigation Group.

Patrick A. Barthle, II Patrick Barthle was born and raised in Dade City, Florida. He attended the University of Florida where he was admitted to the Honors Program and graduated, cum laude, with a double major in History and Criminology. While at UF, Patrick was inducted into the Phi Beta Kappa Honor Society and served as President of the Catholic Student Center.

Patrick attended Washington and Lee University School of Law, graduating summa cum laude; Patrick was a Lead Articles Editor for the Wash. & Lee Law Review, a member

- 7 - Case: 1:11-cv-00226-TSB Doc #: 170-4 Filed: 03/02/18 Page: 14 of 14 PAGEID #: 7260

of the Order of the Coif and the Phi Delta Phi Legal Honor Society, and President of the W&L Law Families student organization.

Before joining Morgan & Morgan, Patrick worked at one of the country’s largest law firms, Greenberg Traurig, LLP, and then served as a judicial law clerk for two years to the Honorable Mary S. Scriven, United States District Judge, Middle District of Florida.

Patrick now practices in Morgan & Morgan’s Complex Litigation Group where he focuses on consumer class action and whistle-blower litigation.

Marisa Glassman Marisa Glassman is an attorney in the Firm’s Complex Litigation Group. Her practice focuses on class action litigation. She is resident in the Tampa office.

Previously, Ms. Glassman was an associate with Sullivan & Cromwell LLP in New York where she had a wide-ranging civil litigation and regulatory enforcement practice.

Ms. Glassman graduated magna cum laude from Georgetown University earning her degree in International Politics. Ms. Glassman received her law degree from Rutgers School of Law—Newark. During law school she excelled as a Norman Samuels Fellow, Kinoy/Stavis Fellow, and a Dean’s Merit Scholar. Ms. Glassman acted as the business editor for the Rutgers Law Review and as a Legal Research and Writing Teaching Assistant. She graduated magna cum laude, Order of the Coif, and was awarded for Outstanding Scholastic Achievement.

Following law school, Ms. Glassman served as a law clerk to the Honorable Virginia Long, New Jersey Supreme Court.

Ms. Glassman is licensed to practice in Florida, New York, and New Jersey.

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7 Attorneys for Plaintiffs and the Class

9 UNITED STATES DISTRICT COURT 10 SOUTHERN DISTRICT OF OHIO

11 DINO RIKOS, TRACEY BURNS, and Case No. 11-CV-00226-TSB LLP

, LEO JARZEMBROWSKI, On Behalf of 12 Themselves, All Others Similarly Situated CLASS ACTION and the General Public,

EARDON 13 DECLARATION OF ALEX M. Plaintiffs, TOMASEVIC IN SUPPORT OF MOTION O’R

14 FOR FINAL APPROVAL OF CLASS

& v. ACTION SETTLEMENT 15

URST THE PROCTER & GAMBLE

H 16 COMPANY, Date: April 16, 2018 Time: 10:00 a.m. 17 Defendant. Judge: Hon. Timothy S. Black LOOD

B Courtroom: 815 18

19 20

21 22 23 24 25 26

27 28

Case No. 1:11-cv-226-TSB 00132741 TOMASEVIC DECL ISO PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF SETTLEMENT

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1 I, ALEX M. TOMASEVIC, declare: 2 1. I am an attorney duly licensed to practice before all courts of the State of 3 California and am admitted pro hac vice to practice before this Court. I am a partner at the law

4 firm Nicholas & Tomasevic, LLP, one of the counsel for Plaintiffs Dino Rikos, Tracey Burns, 5 and Leo Jarzembowski (collectively, “Plaintiffs”).1 I have personal knowledge of the matters 6 stated herein and, if called upon, could and would competently testify to them. I submit this 7 declaration in support of Plaintiffs’ Motion for Final Approval of Class Action Settlement. 8 2. The declaration of Class Counsel, Timothy G. Blood (the “Blood Declaration”), 9 submitted in connection with the motion for preliminary approval accurately describes the

10 lengthy history of this hard fought Action. (Doc. No. 166-1).

11 3. Nicholas & Tomasevic prosecuted this litigation on a contingent fee basis with LLP

, 12 no guarantee of recovery. My firm, along with co-counsel, incurred 100% of the risk in

EARDON 13 pursuing the litigation. My firm advanced expenses with the understanding that we would be O’R

14 paid a fee and receive reimbursement for expenses only if successful. & 15 4. The services rendered and work performed by Nicholas & Tomasevic covered URST

H 16 many aspects of the litigation, including the initial factual investigation of the claims, retaining 17 and communicating with Mr. Rikos throughout the Action, meeting with Mr. Rikos to prepare LOOD B 18 for his deposition, defending Mr. Rikos’ deposition, assisting with responses to discovery 19 requests propounded on Mr. Rikos, as well as supplemental request for information, helping 20 craft litigation strategy with Class Counsel, conducting legal research, reviewing and

21 analyzing documents produced by P&G and third-parties, taking the depositions of five current 22 and former P&G employees, including two persons designated by P&G as Fed. R. Civ. P. 23 30(b)(6) representatives, corresponding with opposing counsel, and reviewing and approving 24 settlement documents. I believe the time expended by my firm in this litigation was reasonable 25 and necessary in light of the amount of work accomplished. 26

1 28 All capitalized terms herein have the same meaning as set forth in the Settlement Agreement. (ECF No. 166-2). 1 Case No. 1:11-cv-226-TSB 00132741 TOMASEVIC DECL ISO PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF SETTLEMENT

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1 5. The following information regarding my firm’s time and out-of-pocket 2 expenses is taken from time and expense records prepared and maintained by the firm in the 3 ordinary course of business. The time records were prepared daily or shortly thereafter by each

4 attorney or paralegal working on the litigation. The expense records are prepared from 5 receipts, expense vouchers, check records and other documents, and are an accurate record of 6 the expenses. I reviewed the printouts and also reviewed the backup documentation where 7 necessary. The purpose of these reviews was to confirm the accuracy of the entries on the 8 printouts as well as the reasonableness of the time and expenses committed to the litigation. 9 6. Only time and expenses incurred to the benefit of the certified Class and that 10 advanced the claims resolved in the settlement have been included in the time presented and

11 costs submitted. Billers were instructed to be efficient with their time and to record only the LLP

, 12 time and expenses that advanced the settled claims. Meetings were held in order to efficiently

EARDON 13 delegate work, monitor work, and to avoid duplication or other inefficiencies. This was a O’R

14 necessity given the large amount of work involved over the years and the need to be efficient & 15 with and conserve available resources over this long-fought litigation. URST

H 16 7. The schedule below provides a summary of the hours expended by timekeepers 17 from my firm who performed work in this litigation. The schedule includes the name of each LOOD B 18 person who worked on the case, hourly billing rates, the number of hours expended, and the 19 resulting lodestar for each timekeeper. 20 8. Nicholas & Tomasevic, LLP has extensive experience handling nationwide

21 class actions—consumer class actions in particular—which has been half or more of the work 22 we perform, and the majority of the work I have personally performed for the last 11 years or 23 more. N&T’s experience includes, but is not limited to, state and federal court certification of 24 class action cases for purposes of trial and for settlement in a variety of contexts, including 25 unfair competition and false advertising. I have tried certified consumer class actions and 26 litigated many more, having recovered millions of dollars for class members over the years. I

27 have also defended class actions. I have also participated in appeals of class action cases in the 28 California state courts of appeal, the U.S. Court of Appeals for the Ninth Circuit, and the U.S.

2 Case No. 1:11-cv-226-TSB 00132741 TOMASEVIC DECL ISO PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF SETTLEMENT

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1 Supreme Court. We have served as court-appointed lead or co-lead class counsel in numerous 2 consumer class actions. 3 9. The lodestar calculation below is based on the firm’s current billing rates,

4 including for attorneys and employees no longer employed by the firm, at the firm’s customary 5 hourly rates charged to our fee-paying clients. We set the billing rates of attorneys and 6 paralegals/law clerks through a process of continual monitoring of prevailing market rates 7 charged by both defense and plaintiffs’ law firms, for individuals with similar levels of skill 8 and experience who are doing comparable work as our attorneys and staff. We gather this 9 information from surveys, the review of other fee applications, and conversations with

10 attorneys in the relevant billing market. We set the billing rates for our firms to be consistent

11 with the prevailing market rates in the private sector for attorneys and staff of comparable LLP

, 12 skill, qualifications and experience. Further, based on my knowledge of the class action

EARDON 13 plaintiff’s bar nationwide, the rates charged by my firm are in line with the rates charged by O’R

14 other firms that handle class actions of similar size and complexity. Each of Nicholas & & 15 Tomasevic’s attorneys who worked on this litigation have practiced for the following number URST

H 16 of years: Mr. Nicholas – 22 years; Mr. Tomasevic – 11 years; Ms. Wells – 2 years; Mr. Greco 17 – 3 years. The legal authority cited in the concurrently filed motion for final approval, as well LOOD B 18 as the billing surveys attached to the declaration of Timothy Blood in support of final approval 19 demonstrate that based on the years of experience of each of my firm’s attorneys, the hourly 20 rates of $375 to $650 are reasonable.

21 10. The total number of hours spent on this litigation by my firm as of February 26, 22 2018, was 535.45 hours. The total lodestar for attorney and paralegal time is $273,653.75. 23 Attorney/Paralegal Hours Rate Lodestar 24 Craig Nicholas (Partner) 77.9 $650 $50,635.00 25 Alex Tomasevic (Partner) 361.5 $550 $198,825.00 26 Lacy Wells (Associate) 4.5 $375 $1,687.50 27 David Greco (Associate) 32.75 $375 $12,281.25 28

3 Case No. 1:11-cv-226-TSB 00132741 TOMASEVIC DECL ISO PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF SETTLEMENT

Case: 1:11-cv-00226-TSB Doc #: 170-5 Filed: 03/02/18 Page: 5 of 6 PAGEID #: 7265

1 Sarah Fan (Paralegal) 23.3 $195 $4,543.50 2 Emilia Carillo (Paralegal) 3.6 $195 $702.00 3 Barbara Janiec (Paralegal) 4.1 $195 $799.50 4 Kayleigh Klinzman (Paralegal) 24.2 $150 $3,630.00 5 Lacy Wells (Law Clerk) 3.6 $150 $540.00 6 Totals 535.45 $273,643.75 7 8 11. My firm’s lodestar figures are based upon the firm’s billing rates, which rates 9 do not include charges for expense items. Expense items are billed separately and such charges

10 are not duplicated in my firm’s billing rates.

11 12. As detailed below, my firm has incurred a total of $72,974.31 in unreimbursed LLP

, 12 expenses in connection with the prosecution of this litigation from inception through February 26, 2018. The expenses incurred in this action are reflected in the books and records of my

EARDON 13 O’R

14 firm. These books and records are prepared from expense vouchers, check records and other & 15 source materials and are an accurate record of the expenses incurred. URST

H 16 13. The out-of-pocket litigation expenses incurred by my firm are reasonable in 17 amount and were necessary for the effective and efficient prosecution of the litigation. In LOOD B 18 addition, I believe the expenses are all of a type that normally would be charged to a fee- 19 paying client in the private legal marketplace and have actually been charged by my firm to 20 fee-paying clients.

21 14. My firm’s out-of-pocket litigation expenses in the amount of $72,974.31 are 22 summarized below:

23 Expense Category Total 24 Court Fees (filing, etc.) $92.00 25 Court Reporters/Transcripts $14,058.93 Computer Research (Westlaw, etc.) $106.31 26 Reproduction/Duplication/Copies $2,234.97 27 Express Delivery/Messenger $66.83 28 Teleconference Fees $11.95

4 Case No. 1:11-cv-226-TSB 00132741 TOMASEVIC DECL ISO PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF SETTLEMENT

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1 Postage/FedEx $582.42 Travel: Air Transportation, Ground Travel, 2 $4,490.90 Meals, Lodging, etc. 3 Electronic Document Review Services and $1,330.00 4 Hosting (Relativity) Litigation Fund Contribution2 $50,000.00 5 TOTAL $72,974.31 6

7 I declare under penalty of perjury under the laws of the United States of America that 8 the foregoing is true and correct. Executed on February 26, 2018, at San Diego, California. 9 By: s/ Alex M. Tomasevic ALEX M. TOMASEVIC 10

11 LLP

, 12

EARDON 13 O’R

14 & 15 URST

H 16 17 LOOD B 18 19 20

21 22 23 24 25 26

2 28 Additional information regarding the litigation fund contributions, and how they were utilized, are described in the accompanying declaration of Class Counsel, Timothy G. Blood. 5 Case No. 1:11-cv-226-TSB 00132741 TOMASEVIC DECL ISO PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF SETTLEMENT

Case: 1:11-cv-00226-TSB Doc #: 170-6 Filed: 03/02/18 Page: 1 of 4 PAGEID #: 7267 ,_

1 BLOOD HURST & O'REARDON, LLP TIMOTHY G. BLOOD (CA 149343) 2 LESLIE E. HURST (CA 178432) THOMAS J. O'REARDON II (CA 247952) 3 501 West Broadway, Suite 1490 San Diego, CA 92101 4 Telephone: 619/338-1100 619/338-1101 (fax) 5 [email protected] [email protected] 6 [email protected]

7 Attorneys for Plaintiffs and the Class

9 UNITED STATES DISTRICT COURT

10 SOUTHERN DISTRICT OF OHIO p...... :l ....:l 11 DINO RIKOS, TRACEY BURNS, and Case No. 11-CV-00226-TSB LEO JARZEMBROWSKI, On Behalf of 12 Themselves, All Others Similarly Situated CLASS ACTION ~ and the General Public, < 13 DECLARATION OF LEO ~ Plaintiffs, JARZEMBOWSKI IN SUPPORT OF r 0 14 APPLICATION FOR A SERVICE AWARD o'd v. E- ,;/') 15 ~ THE PROCTER & GAMBLE :::> Date: April 16, 2018 ::r: 16 COMPANY, Time: 10:00 a.m. 0 Judge: Hon. Timothy S. Black 0 0 17 Defendant. Courtroom: 815 ..J '° 18 19

Case No. 1: l l-cv-226-TSB 00130810 DECLARATION OF LEO JARZEMBOWSKI IN SUPPORT OF SERVICE AW ARD APPLICATION Case: 1:11-cv-00226-TSB Doc #: 170-6 Filed: 03/02/18 Page: 2 of 4 PAGEID #: 7268

1 I, LEO JARZEMBOWSKI, declare:

2 1. I am a plaintiff and Class Representative in the above-entitled class action

3 lawsuit. I make this declaration in support of Plaintiffs' motion for final approval of class

4 action settlement, which includes a request that I be awarded a $2,500 service award. I have

5 personal knowledge of the matters set forth in this declaration and if called upon, could

6 competently testify to them.

7 2. I have remained very informed and have been actively involved in this

8 litigation from before the complaint was filed adding me as a plaintiff and proposed class

9 representative through the present. Before the Second Amended Class Action Complaint was

10 originally filed in August 2012, I assisted in the investigation of the claims by providing ~ ....l ....l 11 information regarding my purchase and use of Align. I have provided detailed accounts to my

0z C 12 lawyers of my personal and sensitive health issues and use of Align probiotic. Throughout the ~ < 13 litigation I have remained in contact with my attorneys. Since August 2012, I met in-person ~ 0 14 with my attorneys, had dozens of telephone conversations, and exchanged numerous emails. In dc3 !-~ ::r: 16 inquiries that have been made for further information. Periodically throughout the litigation I C 0 0 17 have spoken with my attorneys (particularly Mr. O'Brien) to stay up to date on the status of co..J 18 the case and proceedings. I have also reviewed many of the pleadings before they were filed,

19 including the Second Amended Class Action Complaint and settlement agreement, and

20 provided comments and asked follow up questions about these documents. Throughout the

21 litigation, P&G has served several sets of discovery requests asking that I provide documents

22 and information. The information P&G requested included personal and private medical

23 information, which I consider sensitive and confidential. I reviewed P&G's discovery requests,

24 had several calls with my attorneys about responsive documents and information, and made

25 searches for all responsive information. This included providing information about my private

26 medical history. I also reviewed and approved the final discovery responses that were then

27 provided to P&G. In response to request from my counsel, on several occasions during the

28 litigation, I was asked for supplemental information, including medical information. All of

1 Case No. I: l l-cv-226-TSB 00130810 DECLARATION OF LEO JARZEMBOWSKI IN SUPPORT OF SERVICE AW ARD APPLICATION Case: 1:11-cv-00226-TSB Doc #: 170-6 Filed: 03/02/18 Page: 3 of 4 PAGEID #: 7269 ....

1 these activities were time-consuming and many invaded issues which I considered to be

2 irrelevant to this lawsuit and invasive of my medical privacy. I nevertheless provided all

3 documents and information that was requested.

4 3. From the very beginning, I was aware of my obligations as a class

5 representative, including the need to respond to discovery requests that might include personal

6 medical information, to participate in depositions and other matters throughout the case, and to

7 testify at trial. I understood and agreed that I was not promised any compensation other than

8 my share of what was recovered on behalf of the proposed class. Nonetheless, I agreed to

9 become a class representative because I believe I was misled about Align and wanted to stand

10 up for others like me. I have worked hard to fulfill my obligations. Cl-. ....:l 11 4. When I was told that P&G wanted to take my deposition, I notified my ....:lz 0;a 12 employer to take time off and arranged for a time for my deposition and to spend time meeting ,( 13 with my attorneys to prepare. On November 19, 2013, I met with Mr. O'Brien at his office to ~ 0 14 prepare for my deposition. Several of my other attorneys, Timothy Blood and Thomas ~ E- r;r., 15 O'Reardon from Blood Hurst & O'Reardon, LLP, were present via phone. We met for about !5 ::c: 16 three hours. In preparation for the in-person meeting, I also participated in telephone 0 0 g 17 conferences with my attorney, Mr. O'Brien, and made further searches for responsive co 18 documents and information. On December 3, 2013, I spent approximately eight hours traveling

19 to, preparing for and being deposed [Ed-This is an estimate based on the fact the depo started

20 at 10:23 and went off the record at 2:04. It was in Boston so I mapped that it's about 60 miles

21 and at 8am takes at least 2 hours from where Leo lived at the time]. In order to attend the

22 deposition, I had to take time off work, which required the use of vacation hours. The

23 deposition itself lasted from 10:00 until after 2:00. The deposition took place in downtown

24 Boston, which is about 60 miles from where I live and about two hours away given morning

25 traffic. After my deposition, I reviewed the lengthy deposition transcript for accuracy, and

26 followed up with my attorneys about questions I had about specific portions of the transcript.

27 5. As the trial date was approaching, I began making arrangements to take time off

28 work to testify at trial. I was fully committed to traveling to Cincinnati and testifying at trial.

2 Case No. I: l 1-cv-226-TSB 00130810 DECLARATION OF LEO JARZEMBOWSKI IN SUPPORT OF SERVICE AWARD APPLICATION Case: 1:11-cv-00226-TSB Doc #: 170-6 Filed: 03/02/18 Page: 4 of 4 PAGEID #: 7270 ·- . .,

1 6. My attorneys provided me with the Stipulation of Settlement and explained it to 2 me. I fullyapprove and endorse the Stipulation of Settlement. 3 7. I would estimate that I have personally spent in excess of 40 hours m 4 connection with this lawsuit since August 2012. 5 I declare under penalty of perjury under the laws of the United States of America that 6 the foregoing is true and correct. Executed on February 23, 2018, at Manchester, New 7 Hampshire. 8 9 B 10 11

0 0 12 CG 13 � � 0 14 ~ ! [/J 15 CG 16 0 0 17 18 19 20 21 22 23 24 25 26 27 28

3 Case No. 1: 11-cv-226-TSB 00130810 DECLARATION OF LEO JARZEMBOWSKIIN SUPPORT OF SERVICE AWARD APPLICATION Case: 1:11-cv-00226-TSB Doc #: 170-7 Filed: 03/02/18 Page: 1 of 4 PAGEID #: 7271

7 Attorneys for Plaintiffs and the Class

9 UNITED STATES DISTRICT COURT

10 SOUTHERN DISTRICT OF omo

~ 11 DINO RIKOS, TRACEY BURNS, and Case No. 11-CV-00226-TSB d LEO JARZEMBROWSKI, On Behalf of 12 Themselves, All Others Similarly Situated CLASS ACTION and the General Public, I 13 DECLARATION OF TRACEY BURNS IN ~ Plaintiffs, SUPPORT OF APPLICATION FOR A 0 14 SERVICE AWARD 0<3 V. E-< 15 THE PROCTER & GAMBLE Date: April 16, 2018 j 16 COMPANY, Time: 10:00 a.m. § Judge: Hon. Timothy S. Black ...:l 17 Defendant. Courtroom: 815 i:o 18

Case No. 1:11-cv-226-TSB 00132276 DECLARATION OF TRACEY BURNS IN SUPPORT OF SERVICE AWARD APPLICATION Case: 1:11-cv-00226-TSB Doc #: 170-7 Filed: 03/02/18 Page: 2 of 4 PAGEID #: 7272

1 I, TRACEY BURNS, declare:

2 1. I am a plaintiff and Class Representative in the above-entitled class action

3 lawsuit. I make this declaration in support of Plaintiffs' motion for final approval of class

4 action settlement, which includes a request that I be awarded a $2,500 service award. I have

5 personal knowledge of the matters set forth in this declaration and if called upon, could

6 competently testify to them.

7 2. I have remained very informed and have been actively involved in this

8 litigation from before the complaint was filed adding me as a plaintiff and proposed class

9 representative through the present. Before the Second Amended Class Action Complaint was

10 originally filed in March 2012, I assisted in the investigation of the claims by providing

~ j 11 information regarding my purchase and use of Align. I have provided detailed accounts to my 12 lawyers of my personal and sensitive health issues and use of Align pro biotic. Throughout the i 13 litigation I have remained in contact with my attorneys. Since February 2012, I met in-person ~ 0 14 with my attorneys, had telephone conversations, and exchanged emails on numerous ~ r-< 15 occasions. In addition to initiating communications about the lawsuit, I have promptly I 16 responded to many inquiries that have been made for further information. Periodically § ,-..4 17 throughout the litigation I have spoken with my attorneys to stay up to date on the status of the ~ 18 case and proceedings. I have also reviewed many of the pleadings before they were filed,

19 including the Second Amended Class Action Complaint and settlement agreement, and

20 provided comments and asked follow up questions about these documents. Throughout the

21 litigation, P&G has served several sets of discovery requests asking that I provide documents 22 and information. The information P&G requested included personal and private medical

23 information, which I consider sensitive and confidential. I reviewed P&G's discovery requests, 24 had several calls with my attorneys about responsive documents and information, and made 25 searches for all responsive information. This included providing information about my private 26 medical history. I also reviewed and approved the final discovery responses that were then 27 provided to P&G. In response to request from my counsel, on several occasions during the

28 litigation, I was asked for supplemental information, including medical information. All of

1 Case No. 1:11-cv-226-TSB 00132276 DECLARATION OF TRACEY BURNS IN SUPPORT OF SERVICE AWARD APPLICATION Case: 1:11-cv-00226-TSB Doc #: 170-7 Filed: 03/02/18 Page: 3 of 4 PAGEID #: 7273

1 these activities were time-consuming and many invaded issues which I considered to be

2 irrelevant to this lawsuit and invasive of my medical privacy. I nevertheless provided all

3 documents and information that was requested.

4 3. From the very beginning, I was aware of my obligations as a class

5 representative, including the need to respond to discovery requests that might include personal

6 medical information, to participate in depositions and other matters throughout the case, and to

7 testify at trial. I understood and agreed that I was not promised any compensation other than

8 my share of what was recovered on behalf of the proposed class. Nonetheless, I agreed to

9 become a class representative because I believe I was misled about Align and wanted to stand

10 up for others like me. I have worked hard to fulfill my obligations.

~ ~ 11 4. When I was told that P&G wanted to take my deposition, I notified my ~ 12 employer to take time off and arranged for a time for my deposition and to spend time meeting I 13 with my attorneys to prepare. On December 10, 2013, I met with one of my attorneys, Rachel ~ 0 14 Soffin, to prepare for my deposition. Another one of my attorneys, Thomas O'Reardon from ~ E-< 15 Blood Hurst & O'Reardon, LLP, was present via phone. In preparation for the in-person

j 16 meeting, I also participated in telephone conferences with my attorney, Ms. Soffin, and made § ...:I 17 further searches for responsive documents and information. On December 13, 2013, I spent ~ 18 approximately five hours traveling to, preparing for and being deposed. In order to attend the

19 deposition, I had to take time off work, which required the use of Personal Time. The

20 deposition itselflasted from 9:30 until after 12:00. After my deposition, I reviewed the lengthy

21 deposition transcript for accuracy, and followed up with my attorneys about questions I had

22 about specific portions of the transcript.

23 5. I was fully committed to traveling to Cincinnati and testifying at trial.

24 6. My attorneys provided me with the Stipulation of Settlement and explained it to

25 me. I fully approve and endorse the Stipulation of Settlement.

26 7. I would estimate that I have personally spent in excess of 30 hours in

27 connection with this lawsuit since February 2012.

2 Case No. 1:11-cv-226-TSB 00132276 DECLARATION OF TRACEY BURNS IN SUPPORT OF SERVICE AWARD APPLICATION Case: 1:11-cv-00226-TSB Doc #: 170-7 Filed: 03/02/18 Page: 4 of 4 PAGEID #: 7274

1 I declare under penalty of perjury under the laws of the United States of America that

2 the foregoing is true and correct. Executed on February 21, 2018, at Orlando, Florida. 3

4 B 5

~ j 11 ij 12 13 ~ 0 14 ~ E-< 15 I 16 Ci 8 ~ 17 i:.o 18

3 Case No. 1:11-cv-226-TSB 00132276 DECLARATION OF TRACEY BURNS IN SUPPORT OF SERVICE AWARD APPLICATION DocuSign EnvelopeCase: ID: 6E5DB8A3-9BA1-4FF1-836C-88B9AD83987E 1:11-cv-00226-TSB Doc #: 170-8 Filed: 03/02/18 Page: 1 of 4 PAGEID #: 7275

7 Attorneys for Plaintiffs and the Class

9 UNITED STATES DISTRICT COURT

10 SOUTHERN DISTRICT OF OHIO

11 DINO RIKOS, TRACEY BURNS, and Case No. 11-CV-00226-TSB LLP

, LEO JARZEMBROWSKI, On Behalf of 12 Themselves, All Others Similarly Situated CLASS ACTION and the General Public, 13

EARDON DECLARATION OF DINO RIKOS IN Plaintiffs, SUPPORT OF APPLICATION FOR A O’R

14 SERVICE AWARD

& v. 15

URST THE PROCTER & GAMBLE Date: April 16, 2018

H 16 COMPANY, Time: 10:00 a.m. Judge: Hon. Timothy S. Black 17 Defendant. Courtroom: 815 LOOD LOOD

B 18

19 20 21 22 23

24 25

26 27 28

Case No. 1:11-cv-226-TSB 00130858 DECLARATION OF DINO RIKOS IN SUPPORT OF SERVICE AWARD APPLICATION

DocuSign EnvelopeCase: ID: 6E5DB8A3-9BA1-4FF1-836C-88B9AD83987E 1:11-cv-00226-TSB Doc #: 170-8 Filed: 03/02/18 Page: 2 of 4 PAGEID #: 7276

1 I, DINO RIKOS, declare:

2 1. I am a plaintiff and Class Representative in the above-entitled class action 3 lawsuit. I make this declaration in support of Plaintiffs’ motion for final approval of class 4 action settlement, which includes a request that I be awarded a $2,500 service award. I have 5 personal knowledge of the matters set forth in this declaration and if called upon, could 6 competently testify to them. 7 2. I have been actively involved in this litigation from before the complaint was 8 filed in September 2010 through the present. Before the Class Action Complaint was filed in

9 September 2010, I helped my attorneys investigate the claims by providing information 10 regarding my purchase and use of Align. I have provided my attorneys with detailed accounts

11 of my personal and sensitive health issues and use of products advertised to provide digestive LLP

, 12 health benefits, including Align probiotic. Throughout the litigation I have remained in contact 13 with my attorneys. Since August 2010, I have had several in-person meetings with my EARDON O’R

14 attorneys, and had dozens of telephone conversations about the lawsuit. I have regularly & 15 reached out to my attorneys for updates about the case and I have promptly responded to the URST

H 16 many inquiries that have been made for further information. Periodically throughout the 17 litigation I have spoken with my attorneys (particularly Mr. Tomasevic) to stay up to date on LOOD LOOD B 18 the status of the case and proceedings. I have also reviewed many of the pleadings before they 19 were filed, including the Class Action Complaint and settlement agreement, and provided 20 comments and asked follow up questions about these documents. Throughout the litigation, 21 P&G has served several sets of discovery requests asking that I provide documents and 22 information. The information P&G requested included personal and private medical 23 information, which I consider sensitive and confidential. I reviewed P&G’s discovery requests,

24 had many calls with my attorneys about responsive documents and information, and searched 25 for responsive information. These requests included information about my private medical 26 history. For example, I helped retrieve over one hundred pages of medical records from several 27 of my doctors and hospitals that spanned over five years. I am a cancer survivor and the 28 medical records I helped retrieve and authorized my lawyers to produce in the lawsuit

1 Case No. 1:11-cv-226-TSB 00130858 DECLARATION OF DINO RIKOS IN SUPPORT OF SERVICE AWARD APPLICATION

DocuSign EnvelopeCase: ID: 6E5DB8A3-9BA1-4FF1-836C-88B9AD83987E 1:11-cv-00226-TSB Doc #: 170-8 Filed: 03/02/18 Page: 3 of 4 PAGEID #: 7277

1 contained sensitive information about my medical history, including my cancer treatment. I

2 also reviewed and approved the final discovery responses that were then provided to P&G. On 3 several occasions during the litigation, I was asked for additional information, including 4 medical information. All of these activities were time-consuming and many concerned 5 information about my medical history, which I felt was private. I nevertheless provided all 6 documents and information that was requested. 7 3. From the very beginning, I was aware of my obligations as a class 8 representative, including the need to respond to discovery requests that might include personal

9 medical information, to participate in depositions and other matters throughout the case, and to 10 testify at trial. I understood and agreed that I was not promised any compensation other than

11 my share of what was recovered on behalf of the proposed class. Nonetheless, I agreed to LLP

, 12 become a class representative because I believe I was misled about Align and wanted to stand 13 up for others like me. I have worked hard to fulfill my obligations. EARDON

O’R 14 4. When I was told that P&G wanted to take my deposition, I arranged for a time & 15 for my deposition and to spend time meeting with my attorneys to prepare. On November 21, URST

H 16 2013, I had an in-person meeting with Mr. Tomasevic and Timothy Blood and Thomas 17 O’Reardon from Blood Hurst & O’Reardon, LLP to prepare for my deposition. We met for LOOD LOOD B 18 about three hours. In preparation for the in-person meeting, I also participated in telephone 19 conferences with my attorneys and made further searches for responsive documents and 20 information. On November 25, 2013, I spent approximately nine hours in connection with my 21 deposition. The deposition itself lasted from 10:00 a.m. until after 5:00 p.m. The deposition 22 included many invasive questions about my medical history. After my deposition, I reviewed 23 the lengthy deposition transcript for accuracy, and followed up with my attorneys about

24 questions I had about specific portions of the transcript. 25 5. As the trial date was approaching, I began making arrangements to testify at 26 trial. I was fully committed to traveling to Cincinnati, attending trial and testifying. 27 6. My attorneys provided me with the Stipulation of Settlement and explained it to 28 me. I fully approve and endorse the Stipulation of Settlement.

2 Case No. 1:11-cv-226-TSB 00130858 DECLARATION OF DINO RIKOS IN SUPPORT OF SERVICE AWARD APPLICATION

DocuSign EnvelopeCase: ID: 6E5DB8A3-9BA1-4FF1-836C-88B9AD83987E 1:11-cv-00226-TSB Doc #: 170-8 Filed: 03/02/18 Page: 4 of 4 PAGEID #: 7278

1 7. I estimate that I have personally spent more than 55 hours in connection with

2 this lawsuit since September 2010. 3 I declare under penalty of perjury under the laws of the United States of America that 4 the foregoing is true and correct. Executed on March 2, 2018, at Naperville, Illinois. 5 6 By: DINO RIKOS 7

9 10

11 LLP

, 12 13 EARDON O’R

14 & 15 URST

H 16 17 LOOD LOOD B 18 19 20 21 22 23

24 25

26 27 28

3 Case No. 1:11-cv-226-TSB 00130858 DECLARATION OF DINO RIKOS IN SUPPORT OF SERVICE AWARD APPLICATION

Case: 1:11-cv-00226-TSB Doc #: 170-9 Filed: 03/02/18 Page: 1 of 49 PAGEID #: 7279

IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF OHIO WESTERN DIVISION (CINCINNATI)

DINO RIKOS, TRACEY BURNS, and Case No.: 1:11-cv-226 LEO JARZEMBROWSKI, On Behalf of Themselves, All Others Similarly Situated, DECLARATION OF CARLA PEAK ON Plaintiffs, IMPLEMENTATION OF SETTLEMENT NOTICE PLAN v.

THE PROCTER & GAMBLE COMPANY,

Defendant.

I, Carla Peak, declare as follows:

1. I have personal knowledge of the matters set forth herein, and I believe them to be true and correct. I am Vice President of Legal Notification Services at KCC LLC (“KCC”), the

Settlement Administrator in this action.

2. KCC was chosen by the parties and approved by the Court to design and implement the class notice program (the “Class Notice Plan” or “Class Notice Program”) and class notice documents (the “Class Notice” or “Class Notices”) to inform Settlement Class

Members about their rights and options under the class action settlement (the “Settlement”).

Details about the Class Notice Program, along with our experience and credentials, were included with my prior declaration, Declaration of Carla Peak on Settlement Notice Plan (Doc.

No. 166-5).

3. With the support of KCC’s claims administration and media teams, each element of the Court-approved Class Notice Program has been implemented.

a. The Class Notice reached over 80% of likely Settlement Class Members on

{00132508.V1}1 Case: 1:11-cv-00226-TSB Doc #: 170-9 Filed: 03/02/18 Page: 2 of 49 PAGEID #: 7280

average 2.7 times each via the consumer magazine and internet efforts alone.1

b. Under the Class Notice Program, Settlement Class Members had 61 days from

the start of the Class Notice Program to object or request exclusion from the

Settlement, 121 days to file a claim, and 91 days prior to the final approval

hearing. In my experience, in a consumer protection case like this one, this is

an ample amount of time for class members to make these decisions.

c. The Class Notice Program fairly and adequately covered the Settlement Class

without excluding any demographic group or geographic area.

d. The Class Notice Program was consistent with other court-approved class

notice programs that KCC has designed and implemented for purposes of

class action settlements.

4. After the Court granted preliminary approval of the Settlement, we began implementing the Class Notice Program. This declaration provides relevant details and “proofs of performance” of the media activities undertaken. NOTICE PLAN IMPLEMENTATION Consumer Magazines

5. The summary class notice appeared in the national edition of the following print and digital consumer publications on the dates indicated below:

Publication Issue Date2 On-Sale Date3

Cooking Light March 2018 February 9, 2018

Men’s Health March 2018 February 6, 2018

1 The reach or net reach of a notice program is defined as the percentage of a class that was exposed to a notice net of any duplication among people who may have been exposed more than once. The average “frequency” of notice exposure is the average number of times that those reached by a notice would be exposed to a notice. 2 The date displayed on the cover of the publication. 3 The date the publication first became available to readers. {00132508.V1}DECLARATION OF CARLA PEAK ON IMPLEMENTATION OF SETTLEMENT NOTICE PLAN 2 Case: 1:11-cv-00226-TSB Doc #: 170-9 Filed: 03/02/18 Page: 3 of 49 PAGEID #: 7281

People January 29, 2018 January 19, 2018

Woman’s Day March 2018 February 6, 2018

6. Copies of the summary class notices as they appeared in the publications are attached as Exhibit 1. 7. As I detailed in my previous declaration (Doc. No. 166-5, PageID 6983-84, at ¶¶19-20) these particular consumer publications were chosen because of their likelihood of Probiotic Consumer readership.

Internet Banners

8. In addition to the traditional print media aspect of the Class Notice Program, two hundred twenty million internet banner impressions were purchased and distributed over the Google Display Network (GDN), Yahoo! ad network, and Facebook. The impressions appeared on both mobile and desktop devices and broadly targeted U.S. adults 35 years of age or older (Adults 35+), as well as Adults 35+ whose internet behavior has shown an interest in probiotics; whose purchase behavior included vitamins; who triggered the keywords “probiotic” or “probiotic supplement”; and who visited pages with content related to vitamins and supplements, alternative and natural medicine, or Gastroesophageal reflux disease and digestive disorders. The ads also targeted U.S. territories/possessions. 9. Internet banner ads, which when “clicked” automatically take individuals to the settlement website, are a generally accepted and now widely-used form of providing class notice because of the ubiquity of internet use and the resulting practicable manner in which it can provide notice to the class and facilitate participation in settlements. As I previously described, KCC’s digital specialists utilized demographic information applicable to Probiotic Consumers to ensure an effective reach among likely Class members. Doc. No. 166-5, PageID 6984-85, at ¶¶21-23. 10. A total of 221,929,650 impressions were delivered from January 15, 2018 through February 14, 2018, resulting in an additional 1,929,650 impressions at no extra charge. The

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banner notices appeared on a broad and diverse range of relevant websites, such as womanhealthmag.com, menshealth.com, nutritional-supplements-health-guide.com, and probioticsamerica.com. 11. Screenshots of the internet banner notices, as they appeared on various websites, are attached as Exhibit 2. 12. Although it is impossible to track all of the earned/free media that was generated by the settlement, we do know that settlement information appeared on a variety of websites. For example, youtube.com, classactionrebates.com, slickdeals.net, classactionwallet.com, moneysavingmom.com, classactionsreporter.com, yeswecoupon.com, getthemfree.com, hustlermoneyblog.com, law360.com, truthinadvertising.org, couponaholic.com, absolute- forum.com, gimmiefreebies.com, freebieshark.com, freebiemom.com, healingwell.com, mysavings.com, heyitsfree.net, bigclassaction.com, sampables.com, bradleygrombacher.com, goodreads.com, diply.com, banklady.com, shopgoodwill.com, scribol.com, pch.com, thestate.com, freestufftimes.com, thecouponingcouple.com, dailyfreesamples.com, myfreeproductsamples.com, crazyforsamples.com, and many more. Top Class Actions Sponsored Listing

13. In addition to the internet banner ads, the Class Notice Program included paid advertising on Top Class Actions. Information about the Settlement was made available on the “Open Class Action Lawsuits” section of its website, www.TopClassActions.com, and featured in the “Settlements” carousel on its homepage beginning January 15, 2018. In addition, Top Class Actions included information about the Settlement in its e-mail newsletter and featured it in the newsletter’s “Closing Soon” section. The newsletter was distributed to over 610,000 opt-in subscribers on January 15, 2018. Finally, information about the Settlement was posted on Top Class Actions’ social media outlets, including Facebook (with over 110,000 Facebook fans), Twitter, and Google+ on January 15, 2018. Screenshots of the Top Class Actions postings, as

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they appeared on its website, in the newsletter, and on Top Class Actions’ social media accounts, are attached as Exhibit 3. Internet Paid Search Effort 14. Keywords and phrases related to the case, such as “digestive disorders,” “natural medicine,” and “probiotics,” were purchased. When a keyword or phrase was entered into the Google search engine, an ad with a hyperlink to the settlement website may have appeared on the search engine results page(s). The paid search effort was active from January 15, 2018 through February 14, 2018. These efforts were routinely monitored and optimized so that ads appeared alongside organic search results for keywords generating the highest click-through rates to the settlement website. The paid search effort generated 148,677 impressions. A screenshot of the paid search effort text ad, as it was generated for the keyword “probiotics,” is included in Exhibit 2. Internet Lookalike Audience Targeting Effort 15. An internet lookalike audience targeting effort was launched that specifically targeted individuals whose online behaviors and interests mimicked those who clicked through to the settlement website during the initial internet banner campaign. Internet banner notices were shown to these “lookalike” audiences across websites on the GDN to encourage them to visit the settlement website. Lookalike audience targeting is a sophisticated advertising technique that provides an effective and efficient way to distribute class notice and drive settlement awareness. The internet lookalike audience targeting effort began on February 16, 2018 and will continue through March 17, 2018. Settlement Website

16. On January 10, 2018, a settlement website (www.AlignSettlement.com) was established. The settlement website provides Settlement Class Members with additional information such as answers to frequently asked questions, the toll-free number, the Long Class Notice, the Short Class Notice, the Stipulation of Settlement, the Third Amended Class Action

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Complaint, the Order Preliminarily Approving Class Action Settlement, Plaintiffs’ Motion for Preliminary Approval, the Claim Form, and Claim Form Instructions. The settlement website has also allowed Class Members to submit a Claim Form online. 17. As of February 28, 2018, the settlement website has received 3,646,088 hits and 151,445 Claim Form submissions. The settlement website address was provided in all notice materials, including prominently stated in the print media publications and on the Top Class Actions campaign, and was directly accessible through a hyperlink embedded in the online notices.

Toll-Free Number 18. On January 10, 2018, a toll-free number (1-866-653-4873) was established. The toll-free number allowed Settlement Class Members to learn more about the Settlement in the form of frequently asked questions and answers, as well as request to have more information mailed directly to them. As of February 28, 2018, the toll-free number has received a total of 261 calls and 48 requests to have Class Notices mailed to them. The toll-free number was prominently stated in the consumer magazine advertisements. It also appears on the settlement website. Requests for Exclusion 19. The deadline for Settlement Class Members to request to be excluded from the Settlement Class is March 17, 2018. As of the date of this declaration, KCC has not received any requests for exclusion. Objections

20. The deadline for Settlement Class Members to object to the Settlement is March

17, 2018. As of the date of this declaration, KCC has not received any objections to the Settlement. Claim Forms

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21. The deadline for Class Members to submit or file a Claim Form is May 16, 2018. As of February 28, 2018, KCC has processed 151,445 Claim Forms. Distribution of CAFA Notices

22. On December 28, 2017, in compliance with the Class Action Fairness Act (“CAFA”), 28 U.S.C. § 1715, KCC mailed via Priority Mail a cover letter to the U.S. Attorney General, the Attorneys General for all 50 states and the District of Columbia, and the Attorneys General of each of the 5 recognized U.S. Territories, a CD-ROM containing the following documents: Class Action Complaint, Second Amended Class Action Complaint, Defendant The

Procter & Gamble Company Answer to Plaintiffs’ Second Amended Class Action Complaint, Third Amended Class Action Complaint, Order Preliminarily Approving Class Action Settlement, Conditionally Certifying the Settlement Class, Providing for Notice and Scheduling Order, Plaintiff’s Motion for Preliminary Approval of Class Action Settlement, Short Form Class Notice, Long Form Publication Notice, Claim Form and Stipulation of Settlement (collectively, the “CAFA Notice Packet”). A copy of the cover letter and the mailing list for the CAFA notices are attached hereto as Exhibit 4. As of the date of this declaration, KCC has not received a response or inquiry concerning the CAFA Notice Packet from any of the recipients identified in Exhibit 4. Class Notice and Settlement Administration Expenses

23. Based on the current time and expenses, and likely future time and expenses incurred in administering this class notice and settlement administration process per the current claims rate, the costs of this Class Notice Program is likely to exceed $800,000. CONCLUSION

24. The primary objective of the Class Notice Program was to effectively reach Settlement Class Members with Class Notice and provide them with a reasonable opportunity to act on their legal rights and options. These efforts were successful.

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25. Class Notice reached over 80% of likely Settlement Class Members on average 2.7 times each. 26. In my experience, this reach percentage is consistent with other effective court- approved notice programs. In addition, it meets the 70-95% reach standard set forth in the Federal Judicial Center’s Judges’ Class Action Notice and Claims Process Checklist and Plain Language Guide. 27. In my opinion, distributing the Class Notice via the Class Notice Program provided the best notice practicable under the circumstances of this case, satisfied due process, including its “desire to actually inform” requirement, conformed to all aspects of Federal Rule of Civil Procedure 23, and comported with the guidance for effective notice articulated in the Manual for Complex Litigation, Fourth.

I declare under the penalty of perjury under the laws of the United States of America that the foregoing is true and correct.

Executed this 1st day of March, 2018.

Carla Peak

1258295.1

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Exhibit 1

Case: 1:11-cv-00226-TSBWhat Doc #: Healthy 170-9 Filed: Means 03/02/18 Now Page: 10 of 49 PAGEID #: 7288 • n EASY SHEET HEARTY CLAM HEALTHIEST PAN SUPPERS CHOWDER COOKING OILS p . 110 p . 57 p.100

.. Comforting Chicken, Shrimp,and Rice Stew RECIPE P.95 Case: 1:11-cv-00226-TSB Doc #: 170-9 Filed: 03/02/18 Page: 11 of 49 PAGEID #: 7289 I&g•I Nonce Have you purchased and used Align~ Cooking Class • STAFF FAVE C probiotic supplements, but received no COZI Family Organizer digestive relief or other digestive benefit? Why Ingredients Matter H so, you may be entitled to a refund as part of a class action settlement. Whal does thls settlement involve? A settlement bas been reacbed in a class action lawsuit against The Procter & Gamble Company ("P&G" or Banana-Walnut Bread "Defendant") about the advertising of P&G's Baker's Half Dozen You'll wonder how you Align• probiotic supplement. P&G denies all of Active: 15 min. the claims in the lawsuit and any wrongdoing, and Total: 1 hr. 35 min. continues to stand behind its AJign'" product as an These six ingredients make all the difference in effective probiotic. The Court has not decided the Pittman's homemade quick bread. managed family life dispute. Jnstead, the parties agreed to a settlement. ¾ cup whole buttermilk Wbo is included? You 're a "Settlement Class ¼ cup plus 3 Tbsp. quick Member" if you purchased AJign•, not for resale, cooking oats, divided within the United States or its territories from before Cozi. March I, 2009 to June 6, 20I 6. 6 oz. (aboutl¼ cups) plus What does the sett.lement provide? Depending on when the purchases were made, a Settlement Class 1 Tbsp. white whole Member who submits a va.lid claim may receive a wheat flour, divided cash refund of up to $49.26, for up to a maximum 1 tsp. baking powder _____=_____ • of three Align• purchases. P&G agrecd to pay up Quick-Cooking Oats >,)------.-,---~-- to SJ5 million in cash refunds. Settlement Class Oats odd some ¼ tsp. bakingsoda Members may submit a Claim .Form for up to two bulk without making packages ofAlign " purchased from March I, 2009 the bread dense. % tsp. kosher salt, divided ·- through October 31, 2009 (a refund of$15.88 per Quick oats won't be ¾ cup plus 3 Tbsp. packed package) and one package of Align' purchased chewy like rolled oats. from November I , 2009 through June 6, 2016 (a lightbrownsugar, divided refund of $ I 7.50). Actual refund amounts may ----ComTor'IAu I be reduced on a proportionate basis based on Uie 6 Tbsp. roasted walnutoil, ....-- total amount of refunds claimed by all Settlement divided ·..... Class Members. In addition, P&G wiU refrain from Buttermilk ¼ cup chopped walnuts making cenain advertising claims for AJign". P&G also will make Digestive Health Improvement This helps keep the % tsp. ground cinnamon Warehouse Store Contributions ("DHIC") targeted to directly benefit bread moist ond the Class; namely, U.S. consumers who suffer from lends it on oh-so-subtle P/2 cups mashed very ripe """'Coffff Irritable Bowel Syndrome ('1BS") or who regularly tong to balance Gr..-io!A&ars bananas (about 3) WED March7 seek assistance and care for their digestive health. DHIC will be intellectual property, research or the sugary overripe 1¼ tsp. vanilla extract U;30• rilif-CU\ bananas. u,z n"lOD • • education grants, or product donations to research 3:30p Ca,poolpicl:uplir,ta,, ~i,,t J!J195cllli,,., or educational institutions or programs working 10 2 large eggs, lightlybeat en z , "'.. Ryan's e.nhday Pany .... improve digestive health. Cooking spray :r C-hute at least SS million + > ""Ct

Ii • MH GUY II 1stS,rt. Diamond Oft ON LOCATION AT FORT HOOD ARMY POST Case: 1:11-cv-00226-TSB Doc #: 170-9 Filed: 03/02/18 Page: 13 of 49 PAGEID #: 7291

LeuJ Notice Have you purchased and used Align• 0 probiotic supplements, but received no EAT YOUR WAY TO A HAPPIER , HEALJHl(R .YO~ --·:,I digestive relief or other digestive benefit? If so, you may be entitled to a refund as part of a class action settlement. W hat does this settlement involve? A settlement o REAL MENTOR has been reached in a class action lawsuit against l The Procter & Gamble Company ("P&G" or ODAY ONE Mygrandfather. His purpose in life "Defendant") about the advertising of P&G's Align• MY FIRST probiotic supplement. P&G denies all of the claims Change Your Life wasmakingsurelwasequippedfor I II in the lawsuit and any wrongdoing, and continues certain things, even ifl didn't like to stand behind its Align• product as an effective • Rapper Michael probiotic. The Court has not decided the dispute. Render, 42 doi ngthose things. He taught me to Instead, the parties agreed to a senlement. • Noted political Who is included? You're a "Settlement Class l{ILLER change my brakes so I would never Member" if you purchased Align•, not for resale, shit-talker within the United States or its territories from March Owner of Gra£fitis have a problem withpaying a person to do it. He gave me with One Pan! • I , 2009 to June 6, 2016. Swag Shop barber rules as much as he gave me reasons and the ability to What does the settlement provide? Depending on Mll{E shop in Atlanta when the purchases were made, a Senlcment Class think, and that's what I appreciated. Member who submits a valid claim may receive a cash refund of up to $49.26, for up to a maximum THE SOUTHERN HALF OF RUN THE JEWELS (U.S. TOUR STARTS of three Align• purchases. P&G agreed to pay up MARCH 1) GOES OLD SCHOOL. / INTERVIEW BY PAUL KITA o TASTE OF FREEDOM to $15 million in cash refunds. Settlement Class Membet-s may submit a Claim Form for up to 1\110 • 100+ DELICIOUS & EASY MEALS< I've never not felt powerful. At 8 years old, I could already packages of Align• purchased from March l, 2009 I shoot a rifle. I knew how to fish. I felt powerful because I through October 31. 2009 (a refund of $15.88 per package) and one package ofAlign• purchased from knew I could handle myself. The only time you don't feel November I, 2009 through June 6, 2016 (a refund of My (irstconcert was the Fresh Fest: Rtm-DMC, S 17 .50). Actual refund amounts may be reduced on powerful is when someone points atyou andtells you what a proportionate basis based oo the totnl amount of LL Cool .J. My n1om dropped us off and said if to do all the time. I learned early to value freedom. refunds claimed by all Settlement Class Members. In addition, P&G will refrain from making certain we don't come out, she's gonna kill us. ,ve advertising claims for Align•. were ldds having the time ofour lives seeing RIDE P&G also will make Digestive Health Improvement - • Contributions ("DHJC") targeted to directly benefit a bunch ofteenagers wild in' out. When I My grandmother's black '85 Regal. It looked like a Grand the Class; namely, U.S. consumers who suffer from Irritable Bowel Syndrome ("ltlS") or who regularly ca111e out I knew I wanted to be a rapper_ National. I remember being on the way to my prom with seek assistance and care for their digestive health. my date and a dope boy pulled up to us and said, "I wanna DHIC wiU be intellectual property, research or education grants, or product donations to research buy your car." I said no because I wanted to make it to or educational institutions or programs working to improve digestive health. prom, even though he said hewould drive us. I understood Initially, P&G will contnlrute at least S5 million the power ofthe Grand National after that. in DHrC. If eligible refund claims are below $10 million, P&G will contribute additional DHIC so the total aggregate contribu1ions to the Class (including Cash Refunds and all DHJC) will reach $15 million. O POLITICAL PROTEST ff the aggregate amount of eligible refund claims I was 15 years old, in the street, organizing other kids to exceeds S 15 million, each eligible Settlement Class I:: Member's award shall be reduced on a pro rota get the [Atlanta] transit cops to stop beating kids up. I basis to reach a total of $15 million and P&G will contribute, approximately dollar-for-dollar above remember Officer Shapiro was the first to let me know S15,000,000, additional DHIC up to a maximum of that he really respected me as a leader for the way I con S25,000,000 total value (including cash refunds and all DHlC) to the Settlement Class. ducted myself speaking with police and dealing with How do I gel a payment? You must submit a valid Claim Form by May I 6, 2018. Claim Forms may be them in a way that could bring about real peace. I went submined online al www.AlignSettlement.com, or into the meetings not only wanting the cops to stop beat printed from the website and mailed to the Settlement Administrator at the address on the Claim Form. ing us up, but looking for ground where wecould reconcile. Claim Forms are also available by sending an email PAUL KITA to [email protected], calling 1-866-653- Food& 4873, or by writing to the Sett.lement Administrator Nutrition • AWAKENING at P.O. Box 404041 Louisville, KY 40233-4041. Editor Completed Claim Forms must be postmarked or ~Men·s· I learned that a lot of times we're more like our enemies submitted 10 the Settlement Administrator no later · Health than we want to admit. And through the things we think than May 16, 2018. All Claim Forms must be verified under penalty ofperjury . we hate in them, we really learn a lot about ourselves. I Your other options. If you do nothing, your rights will be affected and you wiU not be able to didn't have a lot of respect for our director at my school, receive a cash refund payment. If you don't want a because I felt like he was soft. He wasn't macho enough. payment and do 001 \I/lint to be lcgaUy bound by the settlement, you must exclude yourself by March Andwhat I had to realize was that hewas an intellectual. 17, 2018. If you s1ay in the settlement (i.e., do iUl1 exclude yourself), you may object to it and notify Ii I was celebrated for being a rough-and-tumble kid. But at the Coun that you or your lawyer intend to appear A Man, APan , A Plan is the new must-have cookbook for anyone II my heart I was an art nerd who loved literature. I had to at the Court's fi nal approval hearing. Objections are due March 17, 2018. More information, including looking to reclaim their diet-with or without any training in the understand there's a place for that, and it must be cele Seulemenl Agreement, is available at www. AlignSettlemen1.com. brated. I had to start to celebrate itwithin myself. The Court's hearing. The Court will hold a hearing kitchen. All you need: a few tools you already own, a short list of in this case (Rilws v. The Procter & Gamble Co., No. I: l 1-cv-00226) at I 0:00 a.m. on April I 6, easy-to-find ingredients, and a little bit of your time. The result: O LIFE-ALTERING NOVEL 2018 al the Potter Stewan U.S. Courthouse, Room 815, 100 East Fifth Street, Cincinnati, Ohio 45202. fast-as-heck, good-for-you meals that taste so great, you'll Easy: The Outsiders. A lot of times you don't understand At the hearing, the Court will decide whether to being a partof a human class-the workerclass. The Out approve the settlement, Class Counsel's request for attorneys' foes and expenses of up to $4,500,000, snub the fast food drive thru every time. siders is a very clear depiction ofthat. It helped me under and $2,500 service awards to each ofthe three Class stand class through a group of individuals l had never Representatives. You may appear at the hearing, but don't have LO. The hearing date may be changed by seen. It affected me very deeply, very young. tl1e Court, Check www.AlignScltlement.com for updates. 1-866-653-4873 t RODALE I MensHealth I MENSHEALTH.COM/MANPANPLAN 118 MensHealth.com / March 2018 www.AlignSettlement.com Case: 1:11-cv-00226-TSB Doc #: 170-9 Filed: 03/02/18 Page: 14 of 49 PAGEID #: 7292

THEOUEEH SPEAKS Surprise ... She's Really Funny! Legal Notice Case: 1:11-cv-00226-TSB Doc #: 170-9 Filed: 03/02/18 Page: 15 of 49 PAGEID #: 7293 Have you purchased and used Align* probiotic supplements, but received no second look digestive relief or other digestive benefit? If so, you may be entitled to a refund as part of a class action settleme.nt. What does this settlement involve? A settlement has bee.n reached in a class action lawsuit against See if you can find the differences in these two pictures The Procter & Gamble Company (''P&G" or ''Defendant'') about the advertising of P&G's Align• probiotic supplement. P&G denies all of the claims in the lawsuit and any wrongdoing, and NOTHING continues to stand behind its Align• product as an effective probiotic. The Court has not decided the BUTLOVE dispute. Instead, the parties agreed 10 a settlement. Who is included? You're a "Settlement Class Gerard Butler, Member" ifyou purchased Align•, not for resale, Curtis"S0 withjn the United States or its territories from March l , 2009 to June 6, 20I 6. Cent" Jackson, What does the settlement provide? Depending on when the purchases were made, a Settlement O'Shea Jackson Class Member who submits a valid claim may receive a cash refund of up to $49.26, for up to Jr. and Pablo a maximum of three Align• purchases. P&G Schreiber start agreed to pay up to $15 million in cash refunds. Settlement Class Members may submit a Claim their morning on Form for up to two packages ofAlign• purchased from March l , 2009 through October 31, 2009 (a Jan.11 in Miami refund of$! S.88 per package) and one package of Align•purchased from November I, 2009 through on Univision's June 6, 2016 (a refund of$17.50). Acrual refund Oespierta America amounts may be reduced on a proportionate basis CoolJeM e 6u!JeaM ,a6uo1 ou s, uos~:>er S!lJn:) 'OL ,a6,e1 apew seM 6nw expenses ofup to'S4,500,000, and $2,500 service aaHo:> s,,a11ng '6 ·,a6uo1Mou s1 a~<>a1s s.,a11ng 8 a 19e1 aaHo:> a41 uo 1uawa6ueJJe a4101 pappe a,aM saso, 1euo111ppv 'L ·a114M paum1 uaa9 sey aoys awards to each ofthe three Class Representatives. You may appear at the hearing, but don't have to. s:,r uos~:ier eays,o JO a1os a41 ·9 'MOlla/4 MOU SI ,a91a,4:,5 pu1ya9 MOll!d pa, i:lljl ·s ·,a6uo1ape w seM ·,r U0S~)er ea45,o "9 UJ0M u1e4:i a41 'j;, ·dno,E, a41 The bearing date may be changed by the Court. *Offer valid only for new Cooking light Diel members, and cannot be combined with any other offers. pu!4a9 ,ueid a4101 pappe a,aM saAea11euo111pp\f £ ,a6619 a pew seM ie4 s,uosper S!)Jn:) l ·pauonn9un Mou s1 suo11n91,!4s s,,a11ng JO auo I Check www.AllgnSenlement.com for updates. © 2018 Time Inc. COOKING LIGHT is a trademark of Time Inc. Lifestyle Group, registered in the U.S. t-866-653-4873 www.AlignSettlement.com and other countries. PEOPLE January 29, 2018 99 Case: 1:11-cv-00226-TSB Doc #: 170-9 Filed: 03/02/18 Page: 16 of 49 PAGEID #: 7294

• Great ✓--;~~ ~• • _ DEALS --- ~:i i _ ,-. Food, Home & Style ~ 1>- Easy Ways ..._;,,./ toSave$$ Online p.130

Weight-Loss LESS MESS= LESS STRESS Aclvice That Works MARCH 2018 Tips to Tame Clutter ' womansday.com Case: 1:11-cv-00226-TSB Doc #: 170-9 Filed: 03/02/18 Page: 17 of 49 PAGEID #: 7295

l&l:•I Nofict Have you purchased and used Align• probiotic supplements, but received no digestive relief or I other digestive benefit? trso, you ~ IRISH SODA BREAD may be entitled to a refund as 0 Using a large serrated knife, part of a class action settlement. ACTIVE 25 MIN. • TOTAL 1 HR. 20 MIN cut a large cross, about 1 in. deep, SERVES 10 • COST PER SERVING 36¢ " 'bll does lhls JHllemt.ul in,oln? A Weather into top of loaf (wiping blade with settlement has been reached in a class action lawsuit agninst The Procter & Gamble Company Oil, for pan damp cloth between cuts). Bake ("P&.O" or "Defendant") obou1 the advertising or P&G's Ahlll>• probi0tic supplemcnL P&.G Advisory 3 cups whole-wheat flour until golden brown and internal denies all or the claims ,n the lawsuit and any cup all-purpose flour temperature registers 195°F to 200°F, wron.2doing, and continues to stand be!und its This time of year, 1 Align" product as an effective probiotic. The /. cup wheat germ 45 to 55 minutes. Remove from Court has not decided the dispute, Instead, the it's best to make pa,Ucs agreed to a scttlcmcnL 2 Tbsp sugar skillet and let cool on a wire rack. Who is lndudtd? You're a "Scnlemcol Class potty breaks brief, Member" ir you pu,chascd Ali~•·, not ror 2 tsp baking soda PER SERVING 305 CAl, 11.5 G FAT (4.5 G SAT), 10 G resale, within the United States or tts territories especially when 2 tsp kosher salt PRO, 700 MG SODIUM, 4$ G CARI!, 4 G FIBER from March I. 2009 10 June 6, 20 I 6. What does the stlllt mtot pro,idt? temperatures dip 4 Tbsp cold unsalted butter Oepcnding on when the pun:bases were made, a Settlement Class Member who sub1TI1ts a below freezing, cut into pieces ' volid claim m•y receive • cosh refund of up 10 1 GRASSHOPPER BARS $49.26. for up to a maximum or three Ali$" /. cup plus 1 Tbsp sunflower purchases. P&G agreed 10 pay up lo$ IS million says Lynn Happel, seeds ACTIVE 25 MIN. -+ TOTAL 2 HR. 25 MIN. 1n tash refunds, Scttltmcnt Class Member$ may (INCLUDES CHILLING) • SERVES 20 submit a Claim Form for up to rwo p.,cltages or D.V.M .• owner 2 Tbsp plus 2 tsp flaxseeds Align.. purchased from Morch I, 2009 through COST PER SERVING 57¢ October 31, 2009 (a refund of $15.88 per ofEastown 2¼ cups buttermilk, plus more package) and one pacqge or Align' pun:bascd for brushing 0 Make topping: In small pot, rrom November I, 2009 through Jun, 6, 2016 Veterinary Clinic FOR THE FILLING 1 Tbsp old-fashioned oats (a refund or S17.50) . Actual refund amounu ½ cup milk heat cream on medium until hot but m•y be reduced on a proponionatc bosis based in Grand Rapids, not boiling. Remove from heat and on the total amount or refunds claimed by all 0 Heat oven to 400°F. Lightly oil an 3 cups mini marshmallows Scttlemcn1 Cl&$$ Members. In add111on, P&.G ML Three items add chocolate; let sit 1 minut e, then will refrain from malung certain advertising 8-in. cast-iron skillet. 2 Tbsp unsalted butter, cut into claims for Align . that will keep your stir until melted and smooth. Spread P&G also will make Digestive Health 0 In a large bowl, whisk together small pieces evenly over filling and refrigerate Improvement Contnlrutions ("DHIC") targ

Exhibit 2

Rikos v. The ProcterCase: & Gamble 1:11-cv-00226-TSB Co.: 300x250 Doc #: 170-9 Filed: 03/02/18 Page: 19 of 49 PAGEID #: 7297 Placement: BusinessInsider.com

BUSINESS TECH FINANCE POLIT I CS STR ATEGY LIFE AL L INSIDER

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