House Antitrust Subcommittee Documents - Amazon, Apple, Facebook, Google

Joan Braddi
From: Joan Braddi

T o : _
Subject: Re: Feedback from Sundar on Dell
Let's discuss next week. We wish to move away from custom start pages so I don't like keeping this
option. Dell only care about money anyway and our problem is we have been paying them too much.
Let‘s strategize next week on what we really want from Dell, then we will work on how to “sell" to Dell.
Thanks
Joan
*From*: Jim Kolotouros Sent*: Friday, February 18, 2011 08:04 PM *To*:
Jim Holden Joan Braddi ‐ *Subject*: Feedback from Sundar
on Dell
hello Joan & Jim,
I spoke with Sundar and solicited his thoughts on Dell yesterday. He had some high level feedback:
1) Pursue Chrome as default aggressively

2) Potentially focus on the market we are most sensitive to: US3) Google.com as the homepage 4)
With respect to IE not pre-Ioaded, he wanted more detail on whether that option was available to
OEM‘s. I shared the feedback from Toshiba with him (it is below) and he is thinking about it. His initial
preference was to not include IEin the pre-Ioad and pursue a Chrome-only deal.
5) If IEis pre-Ioaded, include Google Toolbar.
My thoughts on this are below:
1) I agree... focus on Chrome as default

2) I agree... potentially expand to include Japan 3) This is a non-starter for Dell. They will insist upon a
customized homepage, and I think offering iGoogle from the start would be more productive.
4) & 5) I think a “Chrome only" approach is one that Dell cannot seriously consider. Between the
feedback their President, Consumer & Small Business gave Sundar last year and the feedback from
Toshiba below, it sounds like it is important for IEto be pre-Ioaded. Knowing this, pre-Ioading IEas
non-default and including Google Toolbar for IEwould be my recommended path.
thanks, JimEK
NNNNNNNNNNNNNNNNNNNNNNN \
Feedback from Kevin Johnson @Toshiba: "Yes, you can ship a PCwith no IEinstalled and the
é€oeea€ on the task bar would be removed. DOJ allows this.
Problem is that some of the base operations use IEas a default setting within the utility and Chrome
does not work with many Windows sites. I love Chrome, but still leave IEon my personal system for
some sites that are not Chrome ready."
GOOG-HJC-00013117
GOOGLE - CONFIDENTIAL TREATMENT REQUESTED
Question #1) How dowe make sure we are the leader in search in 2007? What are the new
innovations in search, new algorithms, new content? Will universal search work? How do we
deal with the problem of "proliferating verticals?" How will we index and handle all the
personal and user generated content that is so hard to rank? What information do we not have in
our search index and how will we get it?
Bill Brougher, Ben Gomes, Sepandar Kamvar, Marissa Mayer, Udi Manber, Bindu Reddy, Amit
Singhal, Johanna Wright
Summary
We believe that Google will remain the leader in search in 2007. This year, however, we must
take steps to strengthen our position in the years to come. Specifically, we must:
0 Focus on core search and continue to allocate 35% (1/2 of 70%) of engineering new hires
to search in order to keep momentum.
0 Create a mechanism that provides for aided exploration for users that have trouble
formulating their queries.
0 Commit to reinvention -- accept that we will make some user experience mistakes but
that mistakes are important asthey indicate a lack of fear of change and, hence, are a sign
of progress and prevent staleness.
0 Build on growing momentum around universal search through increased staffing and
tactical execution.
o Invest in ranking excellence of a two-tiered index where ' _ i s the large volume
low quality tier.
0 Doing different ”operations" on results seems very compelling (see on a map, sort by
price) but requires structure, the technology to extract it for web content, and an
infrastructure to support it. This is a hard problem and we are not focused on it or
organized around it, particularly in the case of extraction. We need to organize and staff
this effort in 2007 such that we either achieve success or understand with reasonable
certainty that it is not feasible in the short term.
0 Identify key vertical growth areas and build strength into our core search to support these
functions ‐‐ identified asparticularly important are people, products, and local.
0 On the whole, we feel the growth of sites like MySpace and YouTube puts the search
business in jeopardy. To secure a safe position in that environment, we should strive to
be the search medium for those areas (video, social nets) and also provide some
community interaction and entertainment within our core products aswell (CCC and
iGoogle).
0 Turn having the largest user base into an unfair advantage by building out technology that
improves linearly with user base size -- initiatives that have this property include: using
toolbar data for personalized search, integrating recommendations, question/answering,
and creator/trust rank.
0 Identify local markets where we are likely to fail in search. Our analysis leads to the
conclusion that Arabic, Thai, India, Egypt, Israel, Spanish, and Turkish in particular are
at-risk markets. Staff people to analyze, correct, and focus on these markets
GOOGLE - CONFIDENTIAL TREATMENT REQUESTED GOOG-HJC-01099367

Continued investment in search guality
Observation: We have many promising ranking initiatives underway for the coming year.
Recent gains indicate there is significantly more possible on core ranking. Initiatives include:
. Continued investment in our core ranking via query and document understanding.
. Continued investment in user signals, like clicks. Our search users create the first level of
network effect for search quality and we are investing in this heavily.
. Hard queries: Queries for which users are frustrated even when they have told Google all
they could, there is a strong effort to improve user experience for such queries.
0 Query structure analysis: identify different types and look at past usage of those queries
to improve ranking
0 Suggestions for popular queries
. Rankboost: continue developing our learning system to take human rating data as input
and predict new ranking signals
0 L o w link and small corpus ranking: important for integrating new deep web and mom &
pop and international content
. Non-web ranking in preparation for universal search: improve and standardize ranking
for other properties by applying tried and true web search techniques, augmented with
domain information
. Continued work on personalization.
Remedy/Initiative to address: Situation doesn’t merit remedy. We have built good momentum
here through increased allocation and effort. We should continue to allocation 35% of new
engineers to Search Quality (half of 70%).
Observation: Oflen users do not look for something specific, do not know how to formulate
their query, or do not even know what they're looking for. We will also need to provide an
exploration mechanism for concepts. Consider the query [proper spacing in documents] we could
suggest to the user [line spacing] which will give much better results, and this direction is part of
our query refinement effort. In addition, a better, and much more difficult solution, will be to try
to really understand topics in both web pages and queries. The Prose project started in this
direction with fixed attributes, user contributed labeling, and few selected domains. We will need
to extend it web wide.
Remedy/Initiative to address: Add query refinements to popular and hard queries, and
experiment with other ways to help users formulate the right query.
A commitment to reinventing ourselves
Observation: The threat of becoming "our father's Oldsmobile" is very real and, due to the
accelerated timeline of the web, it won't be along the same timelines (i.e. a generation), it will
happen in a matter of years. On the whole, we have become too conservative and anti-change.
There have been many observations of this trend ‐‐ tremendous pushback from Googlers on

small changes like the more box, resistance to things like left nav because they seem big but not
compelling enough, etc.
Remedy/Initiative to address: In order breakthrough this, we have to be comfortable with

reinvention and change for changes sake. To do this we need to set aggressive goals around user
experience changes - even if the changes made are ultimately mistakes - the beauty of running a
service is that we can revert those changes or iterate to something new quickly.
Steps to make Universal Search successful
Observation: One of the largest points of user confusion or frustration is not knowing what
content we have and how to get it.
Observation: With the deployment of librarian and superroot aswell as with a strong team
staffed, for the first time ever universal search seems realizable.
Remedy/Initiative to address: Don't let the perfect become the enemy of the good.
Much progress has been made in the past year, but for this project to seem like a reality, the team
must focus on an initial launch and then iterate. We will place t w o stakes in the ground to iterate
upon. These launches should happen quickly, ideally in Q4 'O6, allowing for continued
improvements in 2007.
1. Launch a version of the infrastructure project that will enable universal search in the long
run: data updated via Librarian to '_ and - l a y e r s , merged via a
supperroot and support 100% Web QPS. This launch uses conservative ranking and UI in
order to get out the door and not disturb our users.
2. Launch UI and ranking changes for news, local, and images integration. Differential UIs
for news and local and increased coverage of the images onebox UI will allow users to
start interacting with and seeing the benefits of Universal Search. This launch will also
enable us to start seeing how users interact with the product changes and help to drive our
direction moving forward.
Observation: To improve comprehensiveness and support Universal Search we plan to grow

Teragoogle. We will expand the index to include more content and search ' n every
query. We will refresh it weekly significantly improving our age distribution and enabling better
fall through from the base index when new content is added to base. There are operational
changes that will need to occur in our indexing and serving infrastructures to accommodate this,
Also, ranking is not as mature and refined in _ a s it is in 1- However,
Teragoogle can not do several ranking operations that are necessary for maintaining a state-of‑
the‐art ranking system. Therefore, we will need to keep critical corpora in Mustang to maintain
our lead in core properties.
Remedy/Initiative to address: Invest in ranking excellence of a two-tiered index. A richer

index, Mustang, for advanced ranking operations to maintain our lead in core areas like web

search, and a cheaper index, Teragoogle, which does not provide the same quality as a richer
index but is less expensive for serving everything.
Deeper understanding of structured data
Observation: To enrich search, we must develop a deeper understanding of structured data and
the powerfiil operations that having structured data can make possible for our users. Operations
like attribute search over jobs, real-estate and personals as well as the ability to slice and dice
existing data based on location, price and date.
Observation: We have fledgling extraction efforts underway right now, but not enough of a
focus to take all of our petabytes of unstructured data and successfully extract structure.
Observation: This is a hard problem. It is not clear that it is solvable. Our current staffing and
organization, however, is sparse enough that it is hindering our ability to assess feasibility.
Observation: We need a way to store and manipulate a massive amount of structured data.
Currently that infrastructure is thought to be Google - but ]- is not ready for many of the
requirements that will be placed on it by the extraction efforts above or the search needs.
Observation: For Google - t o be successful and to surface on Google.com with any

frequency, we must focus on quality.
Remedy/Initiative to address: Fund and organize to succeed in data extraction efforts. Given
that the vast majority of our data is unstructured to provide great attribute search we need
comprehensiveness. We will first assess the feasibility of extracting location, time and price as
they will affect about 20-25% of the queries on Google.com. We also need to decide what
infrastructure should hold structured data if and when we are capable of extracting it. Finally,
we must get search quality engineers staffed on the task of ensuring quality in Google - a n d
in extracted data. Key issues to address are attribute convergence and normalization.
Improving web search in high-growth areas that are weak on Google today
Better name search Explosive growth of Use SPDs to acquire content. Pay
MySpace (2B pvs/day) social networking sites to enable
crawling. Develop an ads product
whereby people can submit their
names to appear on Google

2) Better product search High commercial value Focus on quality and coverage
(10-12% of searches) within Google -and web
ranking
3) Build an Fast growth in real estate Combine user interface. Enable
understanding of and compelling users to generate content where it
local and real estate opportunity to enhance does not yet exist online
into Google local
4) Enhance experience Drive too much traffic to Focus on quality and coverage
of job related queries competitors monster and within Google - and web
on Google hotjobs ranking
5) Improve spammed High revenue area with Improve understanding of spam
travel queries poor quality search signal and how they affect this
results area
3. The third prong falls to the CCC team where they need to succeed in social networking
(Orkut?)
4. We need to integrate the CCC products as well as more serendipity into our search
experiences. We believe that iGoogle, Desktop, and OneGoogle are all good first steps.
M
Observation: Google has more users than any other search engine by a large margin. If we
could find a way to improve search that scaled linearly, or even better exponentially, with the
size of the user base, we could harness an unparalleled advantage.
Remedy/Initiative to address: The best way to find such an advantage is to invest in and
explore areas where this kind of finding seems possible.
0 Use more pervasively the data that we have available to us, including toolbar and Orkut
data. We have a huge number of users and a huge amount of data generated every day
that could improve search. We continue to worry about privacy, implications,
perceptions, coverage, but we’ve talked about it for years and we should use toolbar data
much more pervasively in 2007.
0 Build out recommendations based on user data/behavior. Search is really about
recommendations. Even some of our non-search-based products are essentially
recommendation engines (News, Desktop, iGoogle). If we can harness signals from user
behavior into coherent recommendations, we should be able to build an unsurpassed
recommendation engine. In order to do this, we will deploy the generic
recommendations infrastructure that the personalized search team has built across various
product suites.
0 Invest in question-answering. Question-answering remains a highly volatile, highly
opportunistic space. We anticipate many changes in this industry in the coming months.
If question-answering takes o ff on in the global market (we can note it already has in
Asia), the best question-answering network will be the one with the most users
participating and the best sense of user reputation. Our user base and network effects
leave us well-positioned. The MUSE project extends the traditional question answering
model by adding syndication, one of our core strengths. Questions and answers will be
posted on relevant search results, but they will be also syndicated to relevant publishers
(using an AdSense-like matching technology) and shown all over the web. Publishers
will gain relevant interesting content that will attract users, and they will gain traffic
generated from us. We will gain access to users who are more likely to be familiar with
the questions. Reputation management will be a core part of this effort.
0 Develop creator-centric ranking and browsing of user-generated data. For ranking and
discovery of user-generated data, we will develop a ranking of content creators and will
integrate this ranking asa signal into core search.
0 Increase the number of signed-in users and the amount of data per signed-in user in order
to broaden the impact of the above three initiatives. Currently, our guarantees of
transparency, security, and control allow us only to personalize the Google experience for

those users who are signed in. Today, 8% of results pages are from signed-in users. We
plan to increase the number of signed in users with both internal and external strategies.
Internally, we plan to (a) experiment with a tiered login system and (b) continue to invest
in products that will incent people to both sign in for search such as iGoogle and Google
Notebook and bring their data online where it is accessible and searchable by them such
which we believe will double the number of signed-in searches on googlecom [2] and
allow us to provide a higher quality of search and recommendations due to the extent of
personal data available. An interesting case study is the impact of orkut.com on the
number of Brazil signed-in searches. In June of this year, 1% of queries on
googlecombr come from signed-in users, as compared to 8% from the next highest
domain, googlecom, and 5.2% from googlecomin (also a country with high orkut
usage).
Which international markets are in trouble?
Observation about content: In Korea the ratio of pages in our index to active internet users is
8:1, whereas in the US the ratio is well over 100: 1. This relative lack of content created an
opening for Naver to seed the search market with Knowledge Search content. Our analysis
shows risk the same thing happening in smaller markets including Arabic markets, India and
Thailand.
Remedy/Initiative to address: Address lack of content by building systems to encourage

generation of content in small markets ‐ Arabic markets, India, and Thailand. Our search
ranking algorithms are not useful unless there is enough content to rank to have a broad interest
search engine. We estimate we need about 200 million documents to return quality results, about
the size of the Google News archive search index.
Observation about coverage: We lose in markets where we don't achieve comprehensiveness.

Better coverage than allowed Baidu to get a foothold in China in 2001-2004. Our crawl analysis
indicates that we have a similar lack of coverage in Spanish speaking countries and in Turkish
speaking countries (See appendix International Content Analysis).
Remedy/Initiative to address: Expand coverage in Spanish and Turkish.
Observation about language specific changes: Yandex beat us in Russian because they had a
better understanding of the language, Reinforcing this theory, we saw a small change focused on
improving morphology grow our market share from 15% to 22%. This highlights the importance
of excellent understanding of the language and good language tools.
Observation about focus: We risk losing in markets where we aren’t paying attention. For
example, last year at this time we were #1 in q u p t . Today we are #2 to Yahoo!. This has
happened because in the past year they had people working on Egyptian and we did not. Similar
things are happening in Israel.

Remedy/Initiative to address: The Search Experience Specialist Program (SESP) program will
identify and employ have native speakers in different countries to send us feedback on Search
Quality and UI.

References
[ l ] Kamvar, Schlosser, Garcia‐Molina. The EigenTrust algorithm for reputation Management in

peer-to-peer networks
(http://scholar.googlecom/ scholar?hl=en&lr=&cluster=120963 269947097 10049 )
[2] At approximately 300mm pageviews per day (extrapolated from

http://www.facebook.com/jobs_engineering.php), facebookcom has almost as many pageviews
asgooglecom results pages (from
https://www.corp.google.com/~logs/newreports/google/2006/l0/2l/gwshtml). If 10% of those
pageviews result in a query, then we will have doubled the number of logged in page views.
Furthermore, a facebook acquisition would allow our own users to search over a large repository
of personal information that google currently does not have access to.
Appendices
Appendix: Vertical Analysis
People search and social networking is the fastest growth area on the internet right n o w with
MySpace as the clear leader. MySpace has 2B daily page views and accounts for 11% of Google
traffic up from 4% in January, and [myspace] has surpassed [ebay] in the volume of queries
"googling" someone to find out more. This points to Google's ubiquity and the idea if people do
not know where to goto find information, they should go to Google. In the fiJture, we do not
want users "myspace" people for more information. Google should host all information about a
person, including myspace info.
Product search also represents an area of concern. While we have a high percent of googleicom
query volume, 10-12% and the most comprehensive data‐set (250 M products) for products, we
are sorely lagging behind on product search. eBay and Amazon are the leaders in this category
with more than 400 M/searches per day. Becomecom and eDeals are fast growers in this
category quickly surpassing Froogle (Forbes ‐ add to sources). Looking at category growth
numbers from comscore, retail remains one of the largest categories.
Real Estate is a fast growing vertical and there is no clear winner in this space as yet but Century
Remax and Century21. C21 grew 454% in page views but only l% in unique visitors from Mar‑
Sept 2006, Remax grew 270% in PV, 2% in U V. So both sites were high growth in that people
were looking at a lot of pages -- probably folks looking to purchase RE before interest rates rose
any further or people looking to sell before the predicted downturn ‐‐ but not a lot of new
eyeballs (Fiona Lee’s report & ComsScore data)
Myspace page view growth reaches 2B

1 year chart from Alexa Internet shows MySpace reached 2 billion page views in October 2006.

Daily Pageviews {per million}
ZGET':
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Almost 11% of traffic to Google.com was previously at MySpace
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Social networking traffic growth Via Google Trends
10

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Internationally popular communities sites follow this growth curve, examples are [orkut] and
[bebo]
orkut
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Example 2 [bebo]
, ebo
Entertainment, Real Estate, Finance, and Local continue to have high growth and large
numbers of visitors
US Category Growth by Unique Visitors, S e p t 2005-Sept 2006
160 7 n Sep-05 [3 Mar-06 I Sep-OG
12

US Category Growth by Page Views Sept 2005-Sept 2006
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Appendix: Universal Architecture
important that this project get staffed and underway soon.
14

Universal serving diagram
GWS
Web 48
+ images
cluster boundaries
Universal Datacenter: TeraGoogIe

Mustang instant + static
blimpie +
news, blogs, video, local books, old blogs, groups.
GEEK
5 clusters
2K machines /
non-web docs s t o r e dIn
same clusters as Blimpie
Librarian
International M a r k e t Share
0 Russia: significant product improvements to core search and more aggressive localization
of products has yielded improvements to search market share (9/2005: Yandex 47%,
0 Japan: Google products & shareimproving. (1/3 of >“all’*< Google mobile page views n o w
come from Japan, followed by US (l/6), Google Maps Japan PVs has doubled from
8M/day to l6M/day in the past 3 months. Trails only US. Search share is flat.) Partner
network under serious threat by YahoolJapan and impending launch of M S N AdCenter.
(Lost Excite and Biglobe was a difficult renewal) M S N will likely offer large guarantees.
0 China: market share slipping further; 2005 (Baidu: 48%, Google 33%), 2006 (Baidu:
62%, Google 25%), source: CNNIC, Annual China Search Engine Report, 2005/2006
0 Korea: Naver (65%) and Daum (l9%) dominate the search market with
Google far behind (<2%); source: Korean Click
15

From: Neal Mohan _ on behalf of Neal Mohan
Sent: Tuesday, February 09, 2010 12:28 AM
To: Henrique DECastro
Cc:
Subject: Re: Fwd: Fw: 2/1 ‐ AdX Follow‐up
+Scott since he understands this issue the best and is leading our agency demand-side platform (aka bidder)
strategy...
Thanks for raising this issue, Henrique. I am glad that we are following up on the various action items that
came out of our strategy deep dive with Vivaki back in December. Around this specific issue...
1) Fundamentally, we should have agency-level attribution through to AdX. Right now of course this happens
at the aggregate level as you describe based on what bidders like Invite are contractually obliged to tell us. I
will discuss how we will address this in the fiJture further down in the note.
2) A couple things to note that I want to make sure we are all on the same page on however:
a) This is N O T the top priority from an AdX (or Google agency spend) standpoint. There are several other
issues on sales and product that are actual gating factors to spend on AdX right n o w that we must address
urgently and that the teams are working very hard on. This is not a gating factor to spend on AdX for Vivaki
(or any of the other agencies for that matter right now).
As discussed today, we can go over the top 5-10 gating factor type issues in next week's GFM. There are
several on the product, services and sales sides that are bigger than this one right now.
b) This is N O T the top priority from a Vivaki standpoint either. As we covered in the sessions with them back
in December, there are several other product (and inventory) enhancements they would like to see on AdX that
will actually increase spend. This is not one that will grow their spend. Curt Hecht reiterated all these points
with me again last week when I saw him at anindustry event. We are working on those other roadmap items to
continue to increase their spend over time (which is already ahead of what they had committed to in our deal).
3) Yes, we should build a bidder and this has been part of our strategy for 2010. But this reporting issue is not
the primary benefit of owning our o w n bidder of course but will be a nice side effect. The primary benefits on
having a bidder are eliminating the disintermediation risk and substantially increasing display spend with
Google from agencies (through the combined use of D FA - bidder - AdX), However we are in the early days
here asyou note - the teams are just getting staffed up. We are looking at options to accelerate this (potentially
through M & A for example).
4) Until we have o u r o w n bidder, there are ways we will address this issue but each option has some strategic
implications for us. We can ask Invite to append it to every response on the real‐time bidder (however we are
still dependent on them reporting on this accurately just like we are today and therefore may be the WRONG

way to implement a solution). I realize that you suggest this option for speed reasons perhaps but it may not be
a good idea from a Google standpoint.
The better answer may be to have them respond to our real time bidder call with parallel responses for each of
their clients but of course the bidders are reluctant to do this (extra work, they become a pass through, etc). We
can mandate this but it will take a while for them to negotiate with us how to do this and then implement. In
any case, the prod / eng team is working on how we will address this in the short-term.
Let me know if you have any further questions.
- Neal
On Mon, Feb 8, 2010 at 10:14 AM, Henrique DE Castro ‐ w r o t e :

Susan, Bellow the issue I mention on the GFM call today regarding Agencies. The teams are on the ball but there is a lot
to fix....Henrique
Situation:
1- AdX is currently unable to track agency spend if the agency in question uses a 3rd party bidder. All networks are
moving towards 3rd party bidders globally and we will lose all visibility of agency spend on AdX once this happens
(because the bidder (not the agency) becomes the buyer in our reporting systems)
2 - Currently, an AdX-linked agency deal e.g. Publicis' Vivaki, requires a signed letter from any 3rd party bidders stating
what the agency's AdX spend was for the previous quarter. This is not an acceptable or scaleable solution for further
global deals being discussed with Omnicom, WPP, Aegis etc. due to the rebate sums involved
3 - This is also now a very real technical blocker to renegotiating and increasing the scope of the Vivaki AdX deal for 2H
2010 to include additional KPIs for accelerating investment and adoption: (1) additional outperform incentive, (2) incentive
to activate strategic publishers, (3) EMEA accelerator. The inability to track spend blocks all of these more expansive
dimensions.
4 - As GCN spend migrates to AdX, we may also see GCN display revenue drop with no corresponding increases visible
elsewhere
5 - At the broadest level, without visibility on agency investment, we face being dis-intermediated/marginalised and our
ability to address under-investment and other opportunities is challenged.
What's needed:
1. Media Platforms build a solution to allow the bidder to pass AdX variables naming the buyer (i.e. VivaKi, OMG Trading
Desk, Havas..) plus deeper details on the trade (e.g. publisher, market, advertiser...) This would not only assist with
revenue tracking but would also allow us to invoice the Trading Desk or the agency directly. This is probably the preferred
solution forthe bidders as it would potentially allow them to continue using their own AdX seats. Howeverthis is not
currently on the AdX product roadmap.
2. ‐ Or... Google builds its own bidder - which is on our roadmap but is unlikely to deliver before end 2010. However, this
wouldn't solve the problem for agencies who decide not to use our bidder.
3. - Or... 3rd party bidders are forced to use the relevant agency's seat on the AdX for their bookings rather than their own.
Howeverthis requires the bidders to make technical changes to their products & is therefore not likely to be in place
before Q3.
We urgently need to make the decision regarding whether we press for the delivery of the technical solutions from either
our product teams or those ofthe third parties. The longer we leave this, the harder it will become to implement ‐ and our
inability to track AdX will hinderthe global display deals currently being negotiated.
From. Susan Wo CICkI

To: Nikesh Arora Neal M o h a n _ ; Henrique DE Castro
Sent: Mon Feb 08 12:55:14 2010
Subject: Fwd: Fw: 2/1 - AdX Follow-up

this seems like a pretty detailed update on AdX. Thanks for sending. It looks like we have a clear list of what
needs to be fixed from product/eng and the we need to keep the same people on it.
Susan
---------- Forwarded message --‐---‐--‑

From: Henrique DE Castro _
Date: Wed, Feb 3, 2010 at 10:09 PM
Subject: Fw: 2/1 - AdX Follow-up
T o : _
Quick update following GFM questions raised on AdX and also some oof the key AdX issues. I personally review AdX
progress with Lexi/Laurent/Scott Spencer for an hour weekly. Henrique
From: Lexi Reese

To: Henrique DE Castro < ; Eileen Naughton _; Barry Salzman
Henrique, Eileen, Barry,
Follow-up to the meeting from earlierthis week: attached is a summary of v2 versus v1 spend (many thanks to Kristin
and David for their help with this).
0 37% of clients are spending 100 - 200% of v1 levels

014% of clients are spending 50 - 100% of v1 levels
0 49% are spending <50% of v1 levels
Reasons for low spend are mixed, and we are still investigating. but some contributing factors include:.
o inventory matching problems - V1 AdX Buyers are not easily able to find the same anonymous inventory in V2;
we are diagnosing this, but it seems to be related to a) an issue discovered today regarding incorrect set-up for
permissioning remarketing on sellers b) RTB adoption still limited
oAdWords not able to supplement parity due to an ad server logic issue in which AdWords buyers aren't
considered for ad units that are listed with different minimum CPMs for branded and anonymous
inventory (spend inhibiting for some of our biggest sellers like NBC and About.com)
o personnel changes - a finance glitch stopped orders from AdX buyers this weekend. This was resolved quickly
and didn't impact spend in a material way, but it did raise a flag to certain buy-side contracts (i.e., Vivaki, Ad.com,
Cossette, MIG) that were not correctly uploaded into the system by AdX employees who recently left Google. We
are correcting this in orderto make sure these buyers can spend, which should raise the volume on AdX sellers.
Our focus actions are:
1. SELL - migrations, new accounts, specifically focused on high value (go/adxhighvalue)

2. ACCELERATE SPEND - undertake proactive programs on the buy side: a) stimulate buying from migrated
buyers by actively helping v1 buyers find the inventory they were successful on; b) begin to form a RTB task
force to better understand how this type of buying is happening, and what needs to be done to drive spend
3. DEEPEN OPTIMIZATION CAPACITY ‐ design/execute significant optimization effort to ensure buyers and
sellers are transacting to potential
4. HIRE - hire to ensure sufficient coverage for key accounts

5. RESOLVE BUGS - manage accounts carefully to uncover bugs/escalate/resolve with cross-functional teams as
quickly as possible.
Pls. let us know if you have questions/thoughts.
Lexi
On Mon, Feb 1, 2010 at 10:36 PM, Lexi Reese _ wrote:

Hennque‑
As requested, attached is a summary of key punch list items (both open and closed).
In real time, this is how we track these things (with notations on when things have been resolved - and there’s a lot of
that!):
In addition to the cross-functional commercialization meeting where we discuss these things, we are adding a weekly NA
management touchbase to make sure me, Scott, Eyal, Kate (sales, product, engineering, services) are communicating
well about those issues that impact our biggest clients and we're working towards speedy resolution.
We are still working on an analysis of v1 to v2 spending by sellers so we can identify who is meeting, exceeding, lagging
v1 spend. Should have that to you by EOD tomorrow.
We‘ll also put all relevant AdX material for our Monday management calls (which we'd like to move to every other week) in
the go/adx‐sales microsite so it's a little easier to access.
Pls let us know if you have questions,
Lexi
ps - you specifically mentioned the following issues; here is update on these with the # corresponding to the priority on our
original punch list
0 BUY SIDE ‑
o# 2 - B O O M - Boomerang - targeting - available as of 1/29
o#4 - API testing beginning this week on 4 buyer clients including Criteo
- Based on these tests, we will come up with a list of "gating criteria" that we need to solve for
before API is generally available to all clients
oADSENSE INVENTORY - We now have access to 80% of available AdSense inventory , which translates
to approximately 60% of total AdSense
- available = tiers 1 - 6, display-enabled, not opt'd out of AdX 3PAS
o SELL-SIDE
o#1 UI DELIVERY ERRORS - Sell-side UI error message has been fixed (the #1 issue on our sell-side
punch list)
o#3 ARC - Sales team is leading meetings with the PM in ARC to a) train the team on existing functionality
so we can trouble shoot appropriately, b) answer questions on specific client feedback (prioritized on
punch list)

Susan Wojcicki
VP, Ads Product Management

Product Search
collaborative p r o d u c t p l a n
Principles)
Google as the web's best (easiest, fastest, most trustworthy, most comprehensive)
place to start shopping for anything
0 not j u s t where to buy, but also what to buy
Goal: Provide a better experience for product queries on Google, growing the
number of product queries on Google
Acquire, clean, normalize, rank product data not j u s t f o r use on product search,
but also Google.com search results and ads
Vast majority of users from google.com, but a vertical dedicated to organizing the
world of products for sale must exist
All products, all locales, all languages
google.com integration as a foundation rather than an afterthought

meet quality issues head-on as a primary focus: search quality, exposurequality,
normalization quality, feed quality, attribute quality...
start small, managable and successful (most popular and easiest product verticals,
online merchants only, in US English) but plan f o r much broader scope
aggressively acquire and use vertical-specific product catalog data where available;
best-effort algorithms for long tail
start f r o m search use cases and build out toward browse use cases eventually
start from 'where to buy' use cases and build out toward 'what to buy' use cases
eventually
start from online inventory and build out toward local inventory (from big chains)
start in US English and build out toward global eventually
feed Checkout ecosystem because the more we know about merchants, the better
job we can do
separate infrastructure from user experience
Assemble the right cross-functional team to create a successful product

Build EMG trust by quickly executing on set of Checkout-related enhancements
and minor UI improvements to the existing Froogle site ‐ see ( 3 ) below for
mocks and details
Begin determining how we want o u r feed specifications to change
Begin executing on the short‐term sales strategy articulated by Vince & team to
increase coverage of good quality Checkout-enabled items
0 Checkout merchants in Base (lowest-hanging fruit)
0 Base merchants in Checkout (some integration pains)
0 Go after top merchants in neither Base nor Checkout by vertical
- SKU coverage
- Merchant quality
- "Must-have" brands
Medium-term focus
. Great quality exposure of a Product Search experience f o r consumer
electronics and media ( b o o k s , CDs, D V D s , g a m e s ) q u e r i e s on
g o o g l e . c o m . This could b e via onebox, megaonebox, blended results, o r
whatever. Don't worry much about other verticals at this point.
a Data acquisition
- Acquire catalogs (CNET, I n g r a m , Muze, sources of UPC info, etc):
human task - Content team.
- Acquire buying guides for consumer electronics and media:
human task? S u p e r high precision needed.
- Acquire reviews for consumer electronics and media: Seed with
sites chosen by humans?
- Acquire tax tables from merchants and third parties
- Acquire shipping tables from merchant and third parties
- Create n e w feed specs for consumer electronics and media
products. Use catalogs to suggest fields.
- Feed quality
- Merchant credit card verification
- Images
n Infrastructure and search quality
- EvaI framework
- Universal search infrastructure work
- Product ranking work
- Google.com triggering conditions ( n o t j u s t when to trigger, but
which experience to trigger - navigational vs. category, etc)
- Evals galore
a Data understanding
- Normalize offers into the ground-truth product buckets
mentioned in the catalogs: precision m o r e important than recall.
- Categorize offers into the ground‐truth category hierarchies
mentioned in the catalogs
0 UI and features
- Begin work on n e w XFE‐based frontend
- Determine reasonable ways to expose a Product Search
experience on google.com for these product verticals. See some
toy mocks for product-navigational queries and t o y mocks f o r
category queries
- Define preliminary UI for "category" pages (Products >
Electronics > Digital Cameras) and "product" pages (Products >
Electronics > Digital Cameras > Canon Digital Rebel).
- Checkout integration tasks
- Tax/shipping/availability
- Buy from a Google page
- Fraud, popular items, etc
0 Improved snippets and result diversity on Google.com results pages for
commerce queries
GOOGLE - HIGHLY CONFIDENTIAL GOOG-HJC-O3 119815

Later ( b u t still really important)
Next several high-impact verticals.
Revive structured data crawl for offers.
Reintegrate local data.
Work on best-effort normalization algorithms f o r long-tail.
Work on best-effort categorization algorithms for long-tail.
I n t e g r a t e attribute extraction efforts such as Merlot.
Invest m o r e in webpage understanding to improve coverage of reviews, buying
guides, etc.
Build out better browse functionality on the vertical.
0 Integration with other Google properties
. Internationalization
3 Details about short-term release

- Goals: Streamline interface, drop features with low usage and/or quality,
debrand, enhance with Checkout, build team momentum and executive trust
. Methodology: Update existing CFFE
. Mocks (but see "Does not include" section below)
. Changes include:
a Replacing the Froogle logo with a Google logo pointing to google.com
and eliminating/replacing all other mentions of the Froogle n a m e
a Replacing Froogle green colors with Web Search blue colors throughout
0 Moving the block of refinements to the bottom of the page
a Removing the Checkout restrict from the block of refinements and
putting it at the top of the page with the alternative, m o r e aggressive U1
0 Removing Local integration
0 Removing Grid View
0 Ensuring the Checkout restrict and Stores restrict at the bottom of the
page play together correctly
0 (Maybe) adding promo badges beneath results from Checkout merchants
for non-Checkout users
. Does not include:
0 Ta x and shipping estimates
0 Ability to change shipping options
0 Buy buttons on results page
. Ti m e l i n e
0 Rough demo in corp: Friday 3/16
0 Persistent demo in prod: Thursday 3/29
0 External launch: Wednesday 4/14 (debranding m a y slow us down due to
dependencies on GWS)
. Marketing plan for rebranding ( To m to insert)
4 Open questions
D a t a a c q u i s i t i o n a n d q u a l i t y ( O w n e r s : Vince, K a r e n , C y n t h i a / B e n i t a , Tim/
Yu k a r i )
Base T e a m S u m m a r y in bold; B a s e Te a m members individual i n p u t in various
colors.
0 What % of our product listings in Base today currently come from Checkout
merchants? (i.e. if we restrict to Checkout only, how much of t h e product index
GOOGLE - HIGHLY CONFIDENTIAL GOOG-HJC-O3 I 19816

are we losing?) How does the raw number of unique offers compare to
competitors such as Amazon, eBay, Yahoo Shopping and shopping.com?
. How shall we get rid of spam in Base? Can we simply do a merchant credit card
verification?
0 Base R e s p o n s e S u m m a r y : CCverification w o u l d d e fi n i t e l y h e l p ,
although it won't completely end spam/abuse.
o No. Credit card verification is not enough. With identity theft increasing,
its very easy for people to get a hold of other people‘s credit card
number and verification processes.
0 More than one verification- There needs to be more than one w a y to
verify identities to eliminate spam.
0 Better aggregation of merchant reviews from review sites; give greater
prominence to user reviews; make it easy to View and rate merchants
based on buying experience
., A lot of spam we receive comes from single item posts. We‘ve developed
signals that address this issue, but we really need to move to an account
review system.
0 We make the system t e d easy. Some fitzancial verification is good, but
m a y not work for a d m e r c h a n t s , t n that case, and I firmiv believe Base
shouid be free, we should have them p u t clover“; a smaii deposit
{SSSWMG} that wiii refunded after they meet some quality rank. Satisfied
sates, saies, months active, etc.
0 I think credit card verification would be great. It won't be enough to
completely r i d Base of spam, but it'll likely help immensely to combat
fraud, and y o u r simple spammer isn't going to have access to a huge
array of stolen identities. Perhaps cross-breed with Checkout and require
people to have an active credit card or bank account registered in their
Checkout account. This would create m o r e Checkout sign-ups, too, and
likely inspire people to sell their items using Checkout.
- What % of Checkout merchants currently give us data feeds via Base?

., Base Response S u m m a r y : Unknown, b u t moving forward, we
w o u l d l i k e t o c o m e u p w i t h a w a y t o fl a g a n d m e a s u r e .
- What % of Base merchants are Checkout‐enabled?

0 B a s e R e s p o n s e S u m m a r y : 1 3 % ( = 8 4 5 4 t h i r t y - d a y a c t i v e CBG
e n a b l e d merchants/65038 t h i r t y - d a y a c t i v e m e r c h a n t s ) .
- What changes should we make to our baseline Product feed spec? Should we
really create another one, or can we simply accept a competitor's feed format
t h a t the merchant will already have ready?
0 B a s e R e s p o n s eS u m m a r y : S u p p o r t f o r a l t e r n a t i v e f o r m a t s i s g r e a t
f o r t h o s e w h o w a n t i t . H o w e v e r, c h a n g e i s c o s t l y a n d c o n f u s i n g
f o r providers; we have to be w a r y about making drastic changes
t o t h e c o r e s p e c i fi c a t i o n .
> If the idea is to gain large merchants, then perhaps it would make sense
to come up with a system that is easier for them to submit the same
feed format to us to put online
If we choose to do a different feed format, we should make it easier for
merchants to do this through some tool that we provide.
a The easier we make it for o u r customers, the better.
a The better quality data we can get f r o m o u r customers in the most
efficient w a y, the better.
GOOGLE - HIGHLY CONFIDENTIAL GOOG-HJC-03 119817

0 While it is a competitor's feed format, this doesn‘t mean its bad. We
need to look at the best w a y for them to give us content as well. And of
course we want to get better data than our competitor, so if possible, we
can use a similar format, but revise it a little so its google specific and
gives us better quality and more structured information to return the
best search results for users.
0 Change is hard and confusing for providers. Just changing from Froogle ‑
> Base specs took a long t i m e . Keep our specs the same unless there's
strong case for change.
0 I m p r o v e Store Connector to better handle competitor feeds (eBay,
Yahoo, Amazon and in that order of importance). Promote Store
Connector more once it’s more polished.
o Definitely keep the same specs, but we should expand to include
additional types of feeds. We constantly get people uploaded eBay /
Yahoo store export files or shopping.com files. We should write the
software to include these as well. If anything, we should be embracing
a n y kind of upload and normalizing it on our end... make it as easy as
possible for the providers and they will come to us.
0 More formats = better. While I ‘ m sure that some of them would be a
nightmare to program for, I bet a lot would be pretty simple to adapt
into formats that we already accept. At the very least, a tool to convert
other formats to our formats would be great. ( I m p o r t a file, select
"convert Bizrate to Base", g o ! )
o I think making m o r e changes will j u s t confuse o u r providers even m o r e .
O u r spec is already pretty complex. I think we should provide tools that
converts other competitors“ format into Google Base format supported
format.
. How granular a product vertical deserves its own feed spec? Consumer
electronics? Cell phones? How m a n y feed specs do we need to do a good job on
consumer electronics and media? Who creates feed specs? An ops team of
"product vertical specialists"?
0 B a s e R e s p o n s eS u m m a r y : M o r e g r a n u l a r i t y i s b e t t e r f o r u s , b u t
w e s h o u l d n ' t o v e r w h e l m o u r m e r c h a n t s w i t h choice. T h e m o r e w e
c a n automate verticalization on o u r end, t h e b e t t e r.
"the more granuiar the better. "that way we see. trigger more mear‘rir’rgrai
fitters for specific product searches
= We shoots ioeir at most popaiar prodect searches o r ; torrijiiéase/izroogie
and s t a r t f r o m there
Coosos’rer eiectror’zécs .. “i“‘yf, e y e p i a y e r i y g fi , Camera, Camcortfier, audio
piayers, phones, ceii phases, video g a m e s , home theater systems, ifiifififxs,
computers, préeters, car stereo, {2335 devices
{bps team cart create feed specs
area be abie to categorize items better if we have o u r providers seiect
“sobwerticais” t é p e e r Prodects ieeteae of barrier; them type irz whatever
they warzt fie “prodec‘twtype” attrébete.
0 Up to this point, granularity is (supposed to be) achieved with attributes
instead of verticals. For example, a merchant can supply "Cell phones"
for the "product__type" attribute.
a The issue is that providers don't really supply very useful information for
the "product_type" category. However, with a extremeley granular
system, where do items such as "iPod accessories" fi t in? I think it could
be useful to have specific feed specs but enforce our “required“
attributes m o r e strictly (i.e reject feeds with incorrect product_types,
etc).
a If we're moving to a normalized system, categorizing products should be
relatively easy depending on the catalog data that we have. We could
have a pretty nice hierarchy set up. Things don't HAVE to only be in one

category, either. Headphones can be in "Consumer Electronics - - > iPods
- - > Accessories" AND "Consumer Electronics - - > Audio - - >
Headphones".
. Do we need product specialists to help compile lists of good graduation gifts,

Valentine's day gifts, etc?
0 B a s e R e s p o n s e S u m m a r y : H u m a n s c a n a d d value, especially as
w e ' r e b u i l d i n g o u t t h e f e a t u r e . H o w e v e r, w e s h o u l d n ' t b u i l d
features dependant on human s u p p o r t .
0 I strongly believe some form of editorial intervention would provider a
superior overall experience than focusing just on search. For example:
We can compile weekly lists of “top Google Checkout deals“ and other
types of recommendation lists.
0 Or regularly "feature" a small‐medium merchant to provide exposure and
build a sense of community or at least put a human face on things.
0 One great feature of Amazon is that it provides a useful recommendation
list based on items you've purchased before. Clearly, we won't have a
history of users purchasing history, but we could provide some kind of
"top selling" products list, which would definitely help improve the overall
search experience for users (plus, those t o p sellers are more likely to be
trusted providers).
5 { t h i n k puttmg acme person ore the task of compiling iists of “good“ items
forks away from the oath that Google oormai takes. I w o u i d rather see
an automated view of popeiar items or bedding treads ~ a zeitgeist for
produets. Humao involvement wooid be at a metamievei to choose which
categories to use.
0 How much data do we have on our users? Do we keep track of the ads
that we serve for them? How much search data do we keep on them? We
might very easily be able to do an Amazon-like product recommendation
based on all the information we already have.
0 We cae Seek at what were tee m o s t ooeuiar modest searches on googie
for ease seasoe {fie-“faster. graduatiee, jeiy are, Christmas, veieetiees day,
e t a } arid we Wiii tie aeteseatieaiiy aeie to generate a iist of {sweeter gifts
{with some hemaa i a t e r v e o t i o n j
- What should be our product hierarchy? Can we reuse a competitor's hierarchy or

do we need our own?
0 Base Response S u m m a r y : W e should g o w i t h t h e m o s t w i d e l y
u s e d h i e r a r c h y.
o I know there isn't a set standard product hierarchy that exists (espeically
with the various information we g e t from third-party providers), but we
should go with the most widely used categorization. Amazon would
probably be a safe bet, especially since they‘ve put a lot of research
behind their hierarchy.
0 There must be some industry standard for product hierarchy that we can
use. if not, we shouid m o v e towards creating a stafidard product
hierarchy. test resort Amazon.
0 Amazon‘s hierarchy would be the best to c o p y, in my opinion. It‘s easy to
follow and v e r y, very well-defined.
o How much human involvement do we need supervising normalization and

categorization algorithms?
0 B a s e R e s p o n s eS u m m a r y : T h i s h a s t o b e a u t o m a t e d , w e u s e d t o
categorize manually a n d it didn't w o r k (even w i t h a m u c h smaller

i n d e x ) . O u r u s e r s can p r o v i d ea g r e a t " r e v i e w " f o r c e t o h e l p u s
here.
I don't know a lot about algorithms, but from what I do know, we
shouldn't need very much if the algorithm is designed correctly. Moving
back to the old system of manually categorizing e v e r y product that
comes in would N O T be a good thing.
While I agree that this should be done automatically, I remember
Froogle's clustering and the nightmare that was. If the normalization is
not done right, then it creates a huge headache for ops. Having most
things done automatically but giving ops a tool ( o r information to give to
CPs -‐ “put this UPC in y o u r item”) to assist with the outliers would be
optimal.
0
B a s e R e s p o n s e S u m m a r y : W e h a v e a n i n s t o c k fi e l d - - w e s h o u l d
use i t .
The listsited number of merchants that do have good inventory
information an?! likely be hesitant to give as this data. Insteck is a vaiee
that we are iikeiy to g e t better data for. We couid adapt this sort of
attribute to find out if they have nothing in stock. limited avaiiabiiity, or
a lot of stock. If it has Eimited avaiiability, we can attract users to eheck
the metci‘iants site.
Exact inventories, like those needed for full checkout integration, will be
next to impossible to g e t , especially for brick and mortar stores, which
m a y only update their online inventories on a daily basis or so. A
a
Base Response S u m m a r y : There a r e tables t h a t exist on multiple
s i t e s . F o r s h i p p i n g r a t e s , w e n e e d t o b e c a r e f u l because t h e y a r e
negotiated c o m p a n y rates. We probably should be on p a r w i t h
Amazon.
Saies tax table mapped t o zip «code from t a t e r } : ‑
http:waw.eclipse.intuit.com/solutions/adv/tax.asp
USPS Shipping tables: http:[Lpe.usp_s_.gov/text/dmm300/
ratesandfees.htm
UPS are available starting at page 20: http:[/www.ups.com/media/en,£
2007 retail r s g p d f
DHL and FedEx are probably available on their site, b u t I couldn't find
them with a quick browsing.
We need to keep in mind, though, that although tax rates are standard,
shipping rates are NOT. Just because USPS says it costs “blah" to ship an
item, that doesn't mean that the store isn‘t charging ”blah+$20“ or
offering free shipping. Most shipping information should come directly
from the companies themselves with the o p t i o n of using customizable
shipping calculators.
0 From GPS: focus on big chain merchants (e.g. Best B u y, B&N, . . . )
rather than one-off small businesses
0 Base R e s p o n s e S u m m a r y : Going a f t e r l a r g e r merchants is t h e
fi r s t s t e p . To g o a f t e r t h e l o n g - t a i l w e ' l l need t o have a n easier
w a y t o p r o v i d e t h i s data.
0 Small merchants need an easier way to submit their data to us. If we
can help bridge that information gap for them, we can get their content
easier.
0 Large merchants also need an easy to way to give us data, but they will
have a tech team responsible for doing this or a tech person.
0 We shouid push the intuit initiative and iarge chains to get this data ma
iot of good data couid be extracted from new esters of Qoickoooks. We
could also parteer with a site iike n e a r b y n o w t o m o r t r y t o repiicate what
they have.
a Add a iiait sémiiar to as f
"this iénk sttooid say sometiziog ii “ t i s t y o u r oredocts o gamete.”
- To what degree do we need to involve humans in judging data quality?

5 Base Response S u m m a r y : H u m a n s can a d d a great deal of value
t o a h e a v i l y a u t o m a t e d / o p t i m i z e d s y s t e m ( e . g . w e b search a n d
SQE). H o w e v e r, t h e fi r s t s t e p i s w o r k i n g t o w a r d s a s y s t e m a n d i s
o p t i m i z e d a u t o m a t i c a l l y.
a H u m a n s will be involved in data quality proportional to the ability of
technology to meet the desired level of data quality. They will bridge the
g a p between what the automated systems can accomplish and the goal.
It is my opinion that it is n o t possible to completely r e m o v e humans
from the process, but that a system where a relatively small number of
humans control powerful tools for data quality and perform higher level
(“account“ level to meta level) analysis is optimal.
o Humans need to be involved in judging, but humans are also bias and
inconsistent. The better we can regulate, streamline, and automate
things based on effective signals, the better.
a Humans judging data quality is limited as well because it takes us m o r e
time and can be inaccurate across different people
0 We should leave the manual judging to the very top cases where a
human is needed.
0 Members of the Base Ops team has made a significant impact on data
quality thus far. Human judgment is often necessary to determine
spammy affiliate networks or sites, spammy IPs, etc. There's also no
(good) landing page checking tool yet. Need to ensure correct prices,
descriptions, working links, etc.
0 We can probably shift a tot of quality checks to an automated system. A
iot of o a r current efforts are stéii oattero based which a comeoter snooid
take care of.
0 With better metcnant duality signals, we couid wipe out a lot of p o o r
duaiity items. integration with Checkout data and AdSense data wooid
be huge.
0 Many affiliate and dropship sites would be difficult to detect
automatically. With any sort of creativity, people could bypass most
automatic detections that we come up with. Considering that one of the
most frequent complaints about Froogle and likely the top reason it‘s not
being used is that it has low quality results, we should do whatever it

takes to keep quality as high as possible. I don't believe humans can be
taken out of the equation. Both reactive and proactive measures should
be taken.
I agree with Marc that a lot of affiliate and dropship sites will be very
hard to detect automatically. We need human to detect if they are the
rightful content owner or they are just an affiliate uploading and earning
commission. Also some policy violations such as borrowed content will be
hard to detect automatically, and will need human enforcement.
0
0
B a s e R e s p o n s e S u m m a r y : Please r e f e r t o t h e t a b l e i n t h e
following trix
0
http:Utrix.corp.goog|e.com[
a
B a s e R e s p o n s eS u m m a r y : M e r c h a n t s a r e n ' t c l e a r o n a t t r i b u t e s
( t h e i r v a l u e and/or h o w to u s e t h e m ) because we a r e n ' t clear on
t h e m i n t e r n a l l y. I f w e could d e m o n s t r a t e t h e i r p o w e r i n o u r
r e s u l t s , t h e i n d u s t r y w o u l d f o l l o w.
Probably because of a (perceived) results vs. effort analysis. If a
company thought that they would a receive a "significant" number of
sales (whatever that means to them) by following o u r advice, then I
think they would do it. Companies seem to have no trouble adapting and
bending over backwards to be a part of Google.com because they realize
the importance. With product search to date, the pay off for merchants
has been low, with some exceptions, especially in cottage
merchants.?data??
Communication‐ We change o u r required attributes frequently, and then
change the type of data values in these attributes frequently.
Communication to our users needs to be solidified and defined. Us asking
them for information and stressing its importance one month, and then
us asking for different or revised information another month, is not
effective in communicating standards and what needs to be done on the
user and in order to achieve search results.
Attributes are a nuisance at times and hard to correctly format. They all
have different formatting requirements, different character limits, and
these are all very specific. While we see the point of this and why its
necessary, perhaps we can explore a different and m o r e effective way to
get the same kind of information from users‐ Without having to be so
particular in how users manually submit their data to us.
Most product data is tacked in an unstructured f o r m a t , i t ‘ s too much
effort to poi? this out consisteetiy. We need to gather better product data
from manufacturers or whoiesaiers. I ' m not sure how much vaiue
merchants add to the duality of the data.
Upload process is v e r y confusing already for m a n y small merchants, and
making drastic changes is j u s t beyond their means. Most of them really
only upload right now because it's A) Free and 8) Google. If we really
want to succeed, we need to make it as easy as possible for them to get
products live, make updates, etc.
What should we do about merchants who want to upload but use third party redirects for
tracking? Policy question
Is there anything we can do to improve our exposure via onebox in the short
term?
What do we need for a search quality evaluation framework?
What kinds of signals from Checkout would be very useful in ranking?
What are the m a j o r hurdles in google.com integration?
What is a reasonable approach for product normalization in the long tail?
What is a reasonable way to do product categorization for the long tail? (One of
the Risk engineers has a preliminary approach with promising results)
How to address the problem of attribute extraction
., S o m e existing efforts at Google
To what degree should humans be involved in feed understanding efforts?
What feed understanding metrics should we track?
What ranking metrics should we track?
Should we develop our own, new frontend or rehabilitate CFFE or ASFE?

How exactly does the ASFE change ranking? How is it different from CFFE?
What would be the impact on eBay and Amazon if we were to cannibalize their
traffic from ads/search?
What would be the reaction
What is the 5 2 5 opportunity?
How might our ads business need to change to accommodate Product Search?
How would merchants/the industry react to Google selling from Google pages /
disintermediation?
How would merchants/the industry react to Google asking to place a consistent
UI element (e.g. Checkout "add to cart" button) on the merchant site?
What are the next countries in which we should expand?
What metrics could we use to measure the success of Product Search driving
Checkout vs competitors (both retailers and aggregators/agents) like Amazon or
eBay? Possibilities (old):
a Product Search merchant page clickthroughs vs. 'product page' views on
a competing site (probably impossible to get good stats)
0 # conversions generated by Product Search merchant page clickthroughs
vs. units sold on a competing site
0 GMV generated by Product Search merchant page clickthroughs vs. sales
on a competing site
0 Product Search resultspages vs. resultspages on a competing site
(probably impossible to get good stats)
0 Product Search searches vs. searches on a competing site
., Product Search user sessions vs. user sessions on a competing site
Shall we eventually accept jobs or services for sale? Cars? ( u g h )

0 Base Response S u m m a r y : We need to g e t retail products r i g h t
b e f o r e w e t r y t o i n c o r p o r a t e r e l a te d verticals.
o No. Or at least, job/services/vehicles/housing/etc. differs enough from
product search (and online purchasing) to be kept separate.
o I t h i n k we should get online products right. Then move on to cars. E
think it wiii be much more chaiieaging to get good structured data for
jobs and services.
0 Also, Services and Jobs are very location-dependant. You can't ship a
house‐cleaning service. These should probably be more tied in to a
"Local / Maps“ effort, down the road.
o earaoatwo to predoizts, F;thirst joos and ears we? 3363 easier to ée’zeéement.
Usetoé attrfiiautes are iéméted for jobs are? e a t s , so we e a t ; jest some up
with orze feed sees for e a s t } . if we eae émeiement etedoets, we sheets? ioe
séece etiees teed to vary eased es the seoee “for each; setviéze.
. We have a results page. What other page types will we need? Product reference
pages? Category pages? "Comparison matrix“ pages? Others?
0 B a s e R e s p o n s e S u m m a r y : S t a r t w i t h a g o o d results p a g e . Review
pages for the long term.
a We m a y need more pages in the future, such as review pages- and
organizing this in a better way than our competitors obviously.
a We should provide any necessary information in one place for our users,
but also, we don‘t want to have our users going to multiple places to find
information. It should be centralized and organized, and if that involves
adding in m o r e pages, then we should make sure its done effectively.
a In Google fashion, its good to do the basic and necessities first in terms
of things needed and then examine closely what the market wants and
what its telling us. It will also be helpful to look at market trends from
similar product searches to see what they are offering their users and
what their users are saying about their product features.
0 Related searches- if someone is searching for a wii, the main results they
get should be wii‘s, but there should be the option for the user to also
look at wii accessories (games, remotes, etc.) The user shouldn‘t have to
search AGAIN for wii‐related things. So here, the way we organize
related searches for the product is important.
a User‐submitted reviews / ratings would also be nice, and probably a
highly‐requested feature.
0 New pages might not be necessary beyond the search results page.
Perhaps plus-boxes in results f o r ratings and product details? A "more
info" link that fills the right side of the page with information about that
product?
- Do we need to maintain the ability to display non-Product structured data on

google.com?
0 B a s e R e s p o n s e S u m m a r y : Ye s , i f w e c a n g e t t h i s r i g h t f o r o t h e r
v e r t i c l e s a s w e l l , i t w o u l d b e a h u g e w i n f o r t h e c o m p a n y.
a Yes, it‘s probably a good idea to maintain this ability. You never know
when you might need it and how the information could benefit things
down the line. If y o u can get people to send y o u structured data, that is
a good thing.
a Yes, especially since we spent so much effort acquiring well‐structured
content (especially housing, vehicles)
o Definitely. Even though it’s a small 0/0 of what we receive, any t i m e we
can improve the quality of data on our flagship product, that‘s a good
thing.
0 Yes, yes, yes! The vision of - i s amazing. If t h e execution can be
pulled o f f right (housing gets close to i t ) , it will be a very powerful
feature that differentiates us from our competitors.

. For what product verticals should we even bother attempting to normalize
product offers? (No sense in normalizing flower bouquets...)
0 B a s e R e s p o n s e S u m m a r y : We s h o u l d o n l y n o r m a l i z e p r o d u c t s
w i t h u n i q u e i d e n t i fi e r s ( S K U s , I S B N s , B a r c o d e s ) e t c .
0 The obvious ones: electronics, books/ magazines, media, home and
garden, toys, sporting goods. Some that don't make as much sense:
jewelry, antiques / furniture.
., Should normalization be tied to vertical or ratherjust to the products
themselves? We should get as much normalization information as we can
get and use it wherever we can fit it. If there ARE a few standard flower
bouquets, then by all means normalize them ( i f I just want to buy a
dozen red roses, why shouldn‘t I be able to see that in a normalized
view?).
0 We should only normalize products with unique identifiers (SKUs, ISBNs,
Barcodes) etc.
0 Ultimately, what features should distinguish Google Product Search from its
competitors?
., Base Response S u m m a r y : If o u r goal is to be as good as Amazon,
l o o k a t A m a z o n a n d s e t t h a t a s t h e b e n c h m a r k i n search result,
s p e e d , q u a l i t y, p e r s o n a l i z a t i o n , t a x / s h i p p i n g , e t c .
0 google.com intergration
0 speed ‐ pages load faster
0 quantity - m o r e products, m o r e sellers, m o r e data, etc. "a marketplace
that sells everything to everyone everywhere".
0 quality ‐ better data, less spam
0 UI and organization‐ we have m o r e data, but when we display it to o u r
users it needs to appear simple and streamlined. Users shouldn‘t be
overwhelmed when they conduct product searches. It needs to be easy
for them.
a fraud‐ little or * n o fraud. Related to quality.
0 Personalized search‐ this can play a role for users looking f o r certain
products. We should customize it for our users with product search as
well.
a Internationalization‐ we should give o u r users the ability (eventually) to
search for products in certain languages and have results returned to
them in certain languages. Perhaps having a translator service available
so users could seamlessly translate pages in english to their language
and vice versa if needed. Ultimately, we should make internationalization
a way to condense currency/language barriers to the market so its really
o n e market for everyone. This would potentially involve establishing
relationships between world banks, etc, and would mess in with policies,
but if we are able to do this for our users, we'd be the first.
a Market research: Study o u r customers and the industry. We are lucky in
the fact that we won't be the first to do product search. Amazon came
before us. We should look at the strengths and weaknesses of already
existing product searches and use it to make ours stronger and better.
We should use o u r predecessors as an example and take advantage of
the fact that we can learn from what they are doing and we can learn
from their users.
0 Product Search is v e r y, v e r y well done on o u r competitors' sites. We
should put a huge concentration on getting the most information we can,
since that is one of our biggest advantages. A fast, Googley interface and
instant purchase with Checkout will also help. First, we should
concentrate on getting up to the same level as o u r competitors, though ‑
tax/shipping, ratings, etc.
. What are the biggest issues in internationalizing the product?

B a s e R e s p o n s e S u m m a r y : Lack o f p e o p l e s u p p o r t i n t h e n e w
m a r k e t s - t h i s include CSRs, a n d p e o p l e w h o c a n s h a p e t h e
p r o d u c t f o r t h e m a r k e t ( r e s e a r c h local l a w s , create a p p r o p r i a t e
f e e d s p e c i fi c a t i o n s , e t c . )
inertia: no one ever internationalized Froogle beyond DE and UK.
deadlines came and went each year like the seasons. The question is if
we can pull our resources together in a more timely fashion and stick to
our deadlines.
support: quality (how easy to use, how reliable, etc.) of product will
determine amount of support needed. will have to coordinate support
activity over multiple offices.
- We need to make sure we streamline processes and trainings
across offices for the product. This needs to be done ahead of
time and not progressively as the launch in another country
occurs.
multi‐language helpcenter
international laws. how do foreign countries classify Checkout? avoid any
applicable PayPal pitfalls.
US outcome: How things go in the US is very important. If the product is
unstable (bugs all the time) and not defined in its vision and direction,
this will be a problem when we want to launch it in other countries.
Internationalized launches should n o t necessarily be Checkout‑
dependant. When are we going to have Checkout in China? Who knows,
but I'll bet lots of Chinese want to buy stuff, and the faster we can get an
efficient and quality product search engine i n t o that market, the better.
Checkout integration, which I ' m sure has many more legal hoops to
j u m p through, can come later.
0
consistent cart appearance &| checkout UI from merchant pages
o add-to-cart &| checkout from google.com pages
n
tax and shipping estimates
o inventory
o trusted seller stuff
ability to change shipping options
Ability to purchase multiple items with checkout
o Internationalization
o User flexibility: People are fickle. Shopping online is n o t as easy
sometimes because your sale is generally final, returning things is a pain
b/c it involves shipping, you m a y have clicked on or selected the wrong
size, etc. The ability to go back and edit an order after you have
processed i t . A lag t i m e (maybe 15 minutes or something else) where
you have a grace period to cancel an order and n o t worry that y o u r
credit card will still be charged, or change y o u r shipping address, or
change the color of the shirt y o u r ordered. And a grace period f o r the
seller to also make changes, if needed, to the order. Google can help
faciliate this for users and put them in more direct contact with
merchants. For example, buy.com and amazon allow y o u to cancel
orders up until the t i m e they are shipped. This might n o t be as feasable
with Checkout, but it should be our goal.
Communication: Facilitate communication between the buyer and seller.
Enable chat perhaps to discuss orders if necessary- this would involve
the opt in on the buyer and seller sides.
Contact: Providing all o u r users with a valid contact from whom they are
buying. How many times do y o u have to search for a contact address or
phone number to call. If Google can put this up front f o r users, this
would save some time for customers and help us gain more trust from
users.
o Merchant / Product ratings and reviews.
What is the relationship between the Product Search organization (in eng, ops,
sales, marketing, ...) and the Base organization?
Staffing! See the Staffing trix sheet
% English google.com queries that are commerce‐related [appears to be 5‐8%,

based on looking at random Google.com queries]
distribution of commerce-related English query types on google.com [looks like
roughly equal category and navigational queries, plus some brand queries and
store queries]
% google.com queries that are commerce-related in {de,fr,es,nl,it} [need help
from language specialists]
t o p 100 froogle standalone queries [mostly consumer electronics]
daily # of clicks sent to merchant sites from checkout-enabled items on froogle
[ m a y not be logging this currently, j e f f to estimate from froogle coverage]
daily # of clicks sent to merchant sites from all items on froogle [about 1M daily]
proportion of google.com users with a (US?) location in their cookie (so we can
calculate shipping) [looks like 1.1%]
proportion of google.com users with a Checkout account
histogram of # pages seen for users with merchant clickthroughs
histogram of # pages seen for users without merchant clickthroughs
clickthroughs on froogle onebox toplink vs. smaller links below
usage of refinement links [see below]
Initial team staffed
Clear product definition and short- and medium-term mockups created and
agreed upon by key parties
(separately) Launch "Checkout products" onebox for existing Checkout users
First set of changes to existing Froogle site: clean up UI, Checkoutify
Launch de/rebranding changes and do press cycle when FFE and utilities are
repaired to previous quality
Demonstrate inclusion of Checkout quality signals into ranking and normalization
for product‐navigational queries and category queries in the t o p 3 product
verticals, e.g. consumer electronics, books, music.
Demonstrate good quality ranking and normalization for product-navigational
queries* and category queries in the top 3 product verticals, for USA, for online
merchants (and large chain merchants with local outlets?)
Create simple product reference pages for all products; good quality for top 3
product verticals (all web resources pertaining to the product; reviews if possible
(but capacity to collect reviews depends critically on normalization quality)
1% google.com traffic to Product Search index
[Universal search integration] Demonstrate good quality exposure for product‑
navigational and category queries in the top 3 product verticals (100%
google.com traffic to Product Search index)
Demonstrate inclusion of Checkout quality signals into ranking and normalization
for next N product verticals
Demonstrate good quality ranking, normalization and product reference pages
for next N product verticals...
Demonstrate good quality exposure for next N product verticals...
[Repeat f o r all product verticals we identify]
. [Repeat for all international markets we understand]
0 Additional vertical features...
* Note: Choice of whether to focus initially on product-navigational queries or category
queries to be made on basis of google.com and froogle.com query analysis and technical
feasibility. Category queries m a y actually be easier in product verticals with catalog
information.
Louis/Louis s t a f fi n g e s t i m a t e s [ t o b e i n c o r p o r a t e d ? ‑
Jeff]
. Base team is about 25 engineers. It takes probably about that number for the
basic mechanics, acquisitions, searching, multiple frontends, and production
work, and it takes up to two times as many for the machine learning/
classification/cluster work.
0 Current team is in MV. Could identify parts that can be done remotely.
. D a t a A c q u i s i t i o n ( 3 ) (Feed system): must scale, be maintainable. Backwards

compatible data format, merchant push, much later maybe g e t data from crawl.
Must support at least sub ls inventory updates. Currently long chaing of
processe, need shorten and add directly to the repository, rather than many
steps.
- Feed f r o n t e n d ( 3 ) Merchant must b e able t o m a n a g e their feeds, m a n a g e
attributes, etc. PFE does this, but is heavy, based on ads code, etc.
. R e p o s i t o r y ( 3 ) Bigtable used for user interaction, a replica that is used for
annotation and cleansing and to build Mustang repositories. Most work here is
probably production work, keeping it up, etc.
- P r o d u c t S e a r c h S y s t e m ( 6 ) attribute based search, browsing, multiple
catalogs. Using mustang is mostly sufficient, j u s t n o t very fast. Need to
massively improve quality to j u s t match everybody else's. 20 people 1 y e a r
(Joel)
D histograms + accurate counting, fast. Mustang can't do this
0 ranking/selection rules
0 behavioral ranking/selection
o grouping of results
. diversity
- S h o p p i n g f r o n t e n d ( 6 ) O n t o p o f product search system, needs t o support
browsing of categories, parametric search, product and merchant reviews,
recommendations Generally support of user interaction. C u r r e n t Froogle code
does a lot of postprocessing of Mustang results. Base has a lot of strangeness,
too, and is very general, but looks m o r e modern. Need to rewrite the whole
thing. Frontend should n o t do very much, and m a y be different for different
categories.
. Annotations, A n a l y s i s & C l e a n s i n g ( 5 0 ? ) (Udi thinks this requires 50 people,
with 5 we fail, n o t worth doing if only with 5. Udi also thinks this is the main
part; everything else is limited by data quality.). These initiatives can be done in
parallel, and in different locations. This teams controls mostly how fast we can
roll out f r o m selected large merchants only to smaller merchants, and lower
quality data.
0 category classification. Which node in taxonomy.
o catalog mapping. Which canonical item something belongs to.
o attribute extraction
a spam
0 catalog/attribute fodder
. To o l s ( 3 ) Need internal toolsets for all of these for manual editing, fodder
approval, training set editing, quality eval, etc. Some of them external, too

Can e.g. do this manually for x queries that cover y% of search traffic
temporarily.
checkout), displaying reviews, etc.

R e c o m m e n d a t i o n e n g i n e : People who bought this also bought this, y o u r
friends bought this, etc.
5November 2006 gJan 2007
Tr a f fi c f r o m o n e b o x ( 8 2 % ) d o m i n a t e s s t a n d a l o n e t r a f fi c ( 1 8 % )
0 . 3 4 m e r c h a n t clicks p e r F r o o g l e r e s u l t s p a g e ( s u r p r i s i n g l y h i g h ‑
probably 'info' clicks m o r e t h a n purchase clicks)
Median u s e r session l e n g t h o n c e on a results p a g e is 1 ( m e a n 1 . 7 3 )
S o m e commerce-related queries m u c h m o r e popular t h a n t h e t o p
onebox-generating q u e r y do n o t generate oneboxes
S p o t checks suggest onebox triggering is n o t v e r y reliable (about
~ 6 0 - 7 5 % o f t h e t i m e f o r a given English q u e r y )
We s h o w 86°/o o f F r o o g l e o n e b o x e s t o E n g l i s h t r a f fi c b u t f r o m s p o t
checks, o n l y a b o u t ~ 6 0 ° l o o f t o p o n e b o x g e n e r a t i n g q u e r i e s c a m e i n
English, so possible int'l exposure opportunity
GOOG-HJC-03119830
9,780,358 onebox impressions with English displaylang ( 8 5 % )
1,710,835 onebox impressions with German displaylang ( 1 5 % )
To p query generating a onebox impression was [nintendo ds] which was searched
13,247 times, 6345 with English displaylang ( 4 7 % ) , 1688 in French ( 1 3 % ) , 1435 in
Spanish ( 11 % ) , 1397 in German ( 11 % ) , 562 in Dutch (40/0). Similar distributions for
the rest of the t o p 10 queries generating a onebox impression (the queries came in
English, German, Spanish, French, and Dutch, in that order).
Of 6345 onebox impressions for English traffic we generated a onebox only 3658 times
(58%).
Alas, [nintendo wii], which was searched 25,154 times, and [wii], searched 57,185
times, did not trigger oneboxes at all.
To p 10 queries containing wii vs. t o p 10 queries containing wii and generating a onebox:
GOOGLE - HIGHLY CONFIDENTIAL GOOG-HJC-O3 I 1983 1

If we use a hit to " / " , frghp, or a onebox clickthrough as a p r o x y for a
user session and assume standalone users and onebox users have similar
session lengths (allowing for the initial h i t to " / " ) :
mean session length is 1.73 pages starting from
a results page. (Note there will be some sessions much longer than 3 but
no sessions shorter than 1, so given the mean of 1.73 the median must be
1. Makes sense that this distribution is highly skewed.)
F r o o g l e issues
Product normalization ‐ hurts popular queries like [ w i i ]
Ranking - hurts popular queries like [ w i i ]
Refinements (wireless routers don't have MB, and Volts is hard to argue for when the
values are things like 3-8, 70-175, etc.)
Lots of Froogle merchants using a fake picture that says ”No image"
No notion of how much shipping is
No notion of when something might arrive
No notion of what checkout logo means
Local results have very low coverage, aren't normalized with online results
Sparse reviews
No help figuring out what to buy
[wii] is a disastrous query due to product normalization / accessory

issues‐‐ as of Feb 24 2007, the first actual Wii console is on page 4 and
the next is on page 7, then the next on page 9. That is, sorting by
relevance (default) gives you 3 legitimate results in the first 90, a 9 7 %
irrelevance rate. Sort‐by‐price‐descending turns out to be the only way to
find the actual wiis. See 214 local results for wii gives a bunch of
useless crap, but now in Richmond. Ads are relevant: one ebay landing page
with tons of spam and other user generated crap for $0.01 one from
Iowestdeal.com which has the wii in stock. On Amazon, [wii] gives great
results: the actual wii is first, the wii remote controller is second, the
wii nunchuck controller is third, and zelda: twilight princess is fourth.
Base Te a m C o m m e n t : Maybe we can penalize peripherals and accessories by giving

lower rankings. For example, if they specify the product_type of "game accessories" etc.
we can give a multiplier less than 1 and penalize their rankings.
Data
C u r r e n t Base feed specification

Whale/Froogle C o n s u m e r Front End PRD 2005
B a s e Te a m Additional C o m m e n t s - R a n k i n g Merchants B r a i n d u m p :
overall rank = (pagerank) + (% items with rich attributes/information) + (ratio of
"good/bad" Checkout transactions) + (add-to-cart conversion rate) + (unique content
i.e. titles/descriptions/Ianding page URLs) + (upload/refresh frequency) + (merchant
rating scores) ‐ (# of bad offer complaints) ‐ (eBay i t e m s ) *
*subtract from overall rank if items are mostly eBay because a c o m m o n complaint is eBay items dominate
search results. A lot of merchants/users searching on Base want to AVOID eBay.
total number of clicks, history on Base/Froogle (doesn't have to be linear - step function)
Learn from other products like news - marking sites as golden and super golden
We can maintain a list of trusted aggregators

Demotion of provider sites that have bad content
Number of attributes
% of errors in a file (how well formatted their file is)
diversity of payment options - wider variety = trusted providers
uniqueness of items could be factored in - eg: braided cable knit poncho
Digg it - you can rate it after you buy it, integrate it with GAIA

Here is a draft of our search narrative. I've left it as text for now rather than putting it into a presentation, but tried to
include whatever relevant data we would want to use to explain and justify our areas of strategic focus. We can
discuss this in more depth and iterate in our meeting at 11.
I've included the attached slide (it was created for our quarterly board of directors presentation) because we can
reuse the precision graph in our search narrative preso to highlight Bing's progress on core ranking.
Kavi
SEARCH NARRATIVE
THREE AREAS OF FOCUS

1- New UI
verticals/modes (SSFE). Show a left side panel so that can provide tools to allow users to slice and dice. Make
searching faster and allow slice-and-dice of results.
Major projects in this space

- Single Search Front End
- Skunkworks
- Search as you type
‐ Search as an app
Why:
Search is about more than just web pages. There is a lot of media. There are entities and attributes, not just web
pages. We want to push the envelope in a very core way to the user experience.
Competition:
Bing has differentiated by innovating on the look/feel. Flashy home page, left panel. Yahoo has also added a left
panel. Google needs to become a leader in Ul innovation.
Metrics:
It's the UX for our company's core product. It affects all users. There is nothing more core to our business from a
metrics perspective.
2) CORE RANKING
What:
Accelerate progress improving our search results precision. People should find what they were looking for in the first
search result for head queries and long-tail queries.
Why:
Google leads competitors. The is our bread-and-butter. Our long-tail precision is why users continue to come to
Google. Users may try the bells and whistles of Bing and other competitors, but Google still produces the best
results. As soon as this ceases to be the case, our business is in jeopardy.
GOOGLE - HIGHLY CONFIDENTIAL GOOG-HJC-03 815 864

Competition:
{; Bing has recently made clear, significant progress on ranking bringing the two search engines closer to parity. It is
5 critical to redouble our efforts to maintain our lead.
Metrics:
‘ [include precision graph. See attached ppt]
3) KEY GENRES
What:
Historically, Google has focused primarily on general ranking algorithms and UI. Three years ago, with universal
search, a shift was made to increase our ability to provide new types of media in search results.
About one year, we began investing heavily in vertical-based improvements beyond universal. Staffed up ranking
teams to improve shopping results, began rich snippets. More recently added focus on people.
Major projects/genres and metrics:

- Universal (50%): TV/videos (17%+), local (13%), shopping (6%)
[Provide some stats on universal usage, impact on users?]
Video has grown heavily in recent years.
TV is increasingly online and is an important growing space as well
- People (potentially 4%) / social (potentially 20% or more)
- Entities/shallow verticals (6% today, potentially as big as universal)
Show stats on reviews experiment and clear positive impact on users. Slide 4 here
- Onebox (3%)
Why:
This is the next frontier for search. Vertical search is of tremendous strategic importance to Google. Otherwise the
risk is that Google is the go‐to place for finding information only in the cases where there is sufficiently low
monetization potential that no niche vertical search competitor has filled the space with a better alternative.
Competition:
Many, many strong niche players. Amazon (shopping), Yelp (local), Kayak (flights), Hotelscom (hotels), Edmunds
(cars), AllRecipes (recipes),
In addition, Bing has explicitly made improving verticals a key part of their strategy to beat Google. Offer cashback
(shopping), purchased Farecast (flights), partnered with Wikipedia (reference), Wolfram (calculations and facts), and
built verticals for events and recipes. More verticals on the way.
On the people/social front, Facebook is executing well. Becoming a major platform to find information using friends
and colleagues rather than web pages.
GOOGLE - HIGHLY CONFIDENTIAL GOOG-HJC-O3 815 865

Some considerations for your slides:
first - define verticals. are these things like travel and real estate (big multi-percent chunks of our traffic) or are they
things like sports, recipes, celebrities (special interest). how are they different from horizontals - corpora that have
broad coverage by topic but are restricted by characteristics such as content type (books, video), user generation
(blogs), or fee (premium)
i'll assume we want to talk about verticals, large and small, and not horizontals. what is the real threat if we don't
execute on verticals?
(a) loss of traffic from googlecom because folks search elsewhere for some queries
(b) related revenue loss for high spend verticals like travel
(0) missing oppty if someone else creates the platform to build verticals
(d) if one of our big competitors builds a constellation of high quality verticals, we are hurt badly
some possible approaches
(1) form teams to go after top verticals. con: we can't put 1000 people on travel like expedia. we should still do it for
some areas where search is an application like real estate
(2) heavy investment in onebox. if the top verticals are at the top of the pyramid, use a deliberate onebox approach
to go after the middle and bottom tiers of the pyramid using google and third party oneboxes, respectively
(3) build a syndicated search platform for others to build major verticals. if we can‘t build the next expedia, let others
(4) let *anyone* create a vertical (guha's path). addresses (d) above
(5) define key result page templates for main vertical query types and let seti decide which template to show. each
page has web results and a big custom onebox section full of stuff we think is useful
(6) let user communities build their own searches (community rollyo) and share them. links to relevant vertical
searches/fiIters/views/restricts appear on the left hand side or as chameleon suggestions
(7) automatically build these filters by identifying similar user groups and tracking their behavior, tailoring result sets
for that user group and then providing a link to that result type set when someone in that user cluster comes along

From: Salar Kamangar
To: Jeff Huber
Sent: Wed, 1 Feb 2006 14:23:12 ‐O8OO
_
Subject: Fwd: Youtube, Yahoo, Pure Digital video communities
fyi -- if you have any thoughts on this let me know, but i want to be
aggressive about deals that make google the default place to store
photos and videos.
‐‐salar
FonNarded message -------‐‐‑

‐‐‐‐‐‐‐‐‐‐
From: Susan W o j c i c k i _
Date: Feb 1, 2006 12:35 PM
Subject: Re: Youtube, Yahoo, Pure Digital video communities
To: Peter Chane
Feikir-Iikhil
Cc: Hunter Walk
Doig -
‐
Bhatla _,
J e n n i
, Sean Dempsey '_
f e r
Jeremy
Cosmos
Nicolaou _ David Jeske _, Salar
K a m a n g a r ‑
salar is interested in pursuing or finding out more so lets bring them

back to talk,
susan
On 2/1/06, Peter C h a n e _ wrote:

> More details on this oppty (and adding Salar). I talked to Jonathan their CEO this morning:
>
> - If we pass the deal will go to Yahoo or Youtube. Yahoo wants to create a Yahoo branded camera and
have a Yahoo video storage service on the backend. Youtube wants to use the deal to add more users to
their service (their goal is to make a MySpace like service but focused around video).
>
> ‐ Pure Digitial estimates 10‐20M videos uploaded in the first year; 2-4x that if we do a Google branded
camera. Most of the videos are SOsec-Zmins long and shot my consumers mostly mom's.
>
> - They are ok if the videos are private for 30 days and then are either converted to public or are purged
from our system. They dont care about DVD burning; private is the only key feature requirement for
them.
>
> ‐ Looking for a 2 yr deal with an upfront payment to Pure Digital in the millions of dollars.
>
> Send any more thoughts in email about your thoughts on this deal. I'II schedule a quick mtg to discuss.
>
> P.
>
>
>
>
> On 1/27/06, Hunter Walk _ wrote:
> > Pure Digital relationship is a great strategy for FIickr of Video, but that doesn‘t seem to be our initial
vision. We’re focused on videos that have some broad public good, more so than hosting everyone‘s
personal video content (caveat that i can't always tell you where the dividing line is between the two). All i
GOOGLE - HIGHLY CONFIDENTIAL GOOG-HJC-04189233

know is that video with broad public interest is likely to not be exclusive to any one service ‐ i.e. if I've
made a great travel video I‘m going to post it to Yahoo, Google, whatever video service in order to
maximize distribution and monetization.
>>
> > WRT YouTube, i'm just not as bullish about buying them for their community. They have a great set of
tools, but i think their community is based on the popularity of video identified by David, 2/3rds of which
could not exist within Google Video today. YouTube's value to us would be a smart team and a platform
we could build from (maybe enough to justify an acquisition on its own), but would we really be able to
preserve their community once we start reviewing and pulling copyright or inappropriate content? If
anything, that's likely to cast a poor light on Google.
>>
> > hw
>>
>>
>>
>>O 1/27/06,
n David L e e ‐ w r o t e :
> > > i'm not convinced that youtube won't sell. although they're not interested in a quick flip i think they'd
be open to listening to what we could offer and how we could help them achieve their vision and
objectives. we'd have to sell it to them, though.
>>>
>>>
>>>
>>>O 1/27/06,
n Peter C h a n e ‐ w r o t e :
> > > > Youtube isn‘t up for acquisition; they want to get to the $500M+ MySpace valuation before selling.
Until then I'm trying to figure out a way for us to work with them (Jeske I want to introduce you to the team
there).
>>>>
> > > > Our primary objective with video is to get more of it online. It comes online for multiple reasons.
Some like CBS/NBA comes online with distribution/monetization. Other content comes online if there's a
community around it.
>>>>
> > > > I think Google needs to support both models although it's not clear that the Video team should
build both.
>>>>
> > > > P_
>>>>
>>>>
> > > > On 1/27/06, Jennifer Feikin ‐ N r o t e :
>>>>
> > > > > thx peter. i think before we do deals with puredigital or youtube, we first need to have a clearer
strategy of where we're headed. what are our plans to host both premium and uploader content in a way
that works for both groups, and for users seeking each? then i think we should acquire youtube, but pass
on the pure dig deal. here's why...
>>>>>
> > > > > to date, our mission has been to host all video. we‘ve gotten push back from users and content
owners that you can't find the premuim content, and that they'd like to see the premium content
separated. the community of uploaded content could work as a separated sort of world as well, with
rankings, community features, etc. so how will we address each type of content, what community
features do we want to have for each, and UI, and how will we combine the two in one product yet keep
them separate enough to meet all these needs. they are different experiences -- one is about purchasing,
one is about community/coolness/sharing with friends, etc.
>>>>>
> > > > > the group's overwhelming concern when we first talked to pure digital a while back was that
we’d be innundated with a lot of home video. then we‘d really be the world's largest home video site, as
eric likes to say. 2M videos a year on top of our current 350K videos makes us have a lot of home
videos.

>>>>>
> > > > > i think perhaps a better route to take would be quickly figure out the strategy of how to work with
both types of content in the ideal ways, and then to acquire youtube. youtube has some great community
features and they are ahead of us in the area of community. they'd supply us with the community and UI
they've built, and we'd supply them with audience and scale. then, if they do a deal with pure dig, we'll
get it anyway.
>>>>>
> > > > > i'd be inclined to pass on the pure dig deal right now (also b/c we don't have a private log in or
sync right now, and our engineers need to focus on other major product issues right now). but i'd pursue
an acquisition of youtube. and set a clear strategy of how we will keep thes two worlds of premium and
uploader somehow separate but together.
>>>>>
> > > > > thx
>>>>>
> > > > >
>>>>>
> > > > > On 1/26/06, Peter Chane < _ > wrote:
> > > > > > Pure Digital is the company that makes the disposable and one time use video cameras sold
at retail. I ran into their CEO today and he said they are close to signing a deal with Yahoo or Youtube to
host their videos. They prefer to work with Google Video but we‘ve been lukewarm on the idea to date. I
have a feeling that a deal is imminent. At their current sales rate their users will generate about 2M
videos a year (our index today is about 350k). Not sure how many of the videos from Pure Digital users
will be public vs private.
>>>>>>
> > > > > > Pure Digital is responsible for 15% of the video cameras produced in the world right now.
Over time they expect that their technology will be in every still camera manufactured. Today the
cameras are sold to individuals not professionals.
>>>>>>
> > > > > > We need to decide if we want to do this or not. If we do it we‘ll need to build features to
support sync from these cameras to Google Video. And we‘ll need to support a private video with
invitations to others users who can view the videos.
>>>>>>
> > > > > > I feel this deal is very compelling for a video site that is community based (youtube and what
yahoo is building). We're planning adding community features but what Pure Digital needs is a step
beyond what we’re planning in q1. However a deal like this seems like a powerful way to kickstart a
Google Video community. If we pass on this deal we could always index the content via RSS feeds from
Yahoo or Youtube but we'll miss out on the community building.
>>>>>>
> > > > > > I'd like to understand what folks think about this oppty.
>>>>>>
> > > > > > Thx,
> > > > > > P_
>>>>>>
>>>>>>
>>>>>>
> > > > > > -‑
> > > > > > Peter Chane
>>>>>>
> > > > > > Senior Business Product Manager
> > > > > > Google Video, http://video.google.com
>>>>>
>>>>>
>>>>
>>>>
>>>>
>>>>

> > > > -‑
> > > > Peter Chane
>>>>
> > > > Senior Business Product Manager
> > > > Google Video, http://video.google.com
>>>
>>>
>>>
>>>
> > > -‑
> > > David S. Lee
> > > Principal | New Business Development
> > > Google Inc. | 1600 Amphitheatre Pkway, Mountain View, CA 94043
>>>
>>
>>
>>
> > --
> > Hunter Walk
> > ‑
> > Business Product Manager, Google
>>
>
>
>
> __
> Peter Chane
>_
> Senior Business Product Manager
> Google Video, http://video.google.com

From: Larry Page _
T0: Eric Schmidt _
Sent: Wed, 8 Feb 2006 13:13:40 ‐0800
Subject: Re:FW: outube
Cc: fi . - - e Sergey B r i n ‑
Doesn't seem crazy to me...
‐L
On 2/8/06, Eric Schmidt _ w r o t e :
Wouid you Iike us to proceed? Eric
From: Saiman Ullah _

Sent: Wednesday, February 08, 2006 9:19 AM
To : Eric Schmidt
Cc: David Drummond; Peter Chane; Sean Dempsey
Subject: Re: youtube
based on sean's discussions with them and their VC (Sequoia) we think it will cost about $50M.
Salman
On 2/7/06, Eric Schmidt _ w r o t e :
can I get a quick analysis of the likely cost of acquiring youtube? Eric

From: "Eric Schmidt" _
T0! ”Sean Dempseym _
Cc: “Salman U I I a h " ' _ “David Drummond'" _
_ ”Sergey Brin'" _
Subject: RE: youtube
Sent: Mon, 13 Feb 2006 16:17:50 -0800
”thanks. Qéeaae dc figure out a way tar as ta t’taip them achieve thaés" uéaian, We we??? be parauéng them as an
acquisition” Eric
From: Sean Dempsey

Sent: Monday, February 13, 2006 12:54 PM
To : Eric Schmidt
Cc: Salman UIIah; David Drummond; Iarry@goog|e.com; Sergey Brin
Subject: Re: youtube
I spoke with youtube on friday, over the weekend and this morning. the net is that they want
something in the $500M range, something like "the myspace deal".
We had planned to meet in person this morning but when I floated a potential range up to $200M
to test whether this myspace comment was real, they decided it wasn't worth having the meeting.
The decision was apparently made by the 3 person board, which includes the _ a t
_ a n d another advisor. we believe the founders own >50% of the company.
So they are incredibly optimistic about their future. They are still planning to send us thoughts
on how we could work together commercially which we’ve asked them for.
On 2/8/06, E r i c Schmidt _ wrote:
Please proceed to meet with youtube to discuss a serious offer from Google to acquire them.
My concerns are mostly about their reliance on copyrighted information and we should model their
growth etc.
Our primary goal is to get the entire team and leadership .. we will need much more firepower to do
everything we want to do.
After you have a meeting with them please let me know likelihood/price etc. and at that point I will talk
with Moritz as well.

Thanks Eric
Sean C. Dempsey
Principal, Corporate Development

From: "Susan W o j c i c k i " _
To: "Jonathan Rosenberg" _
Sent: Mon, 1 May 2006 22:15:11 ‐0700
Subject: Re: FW: youtube?
I was surprised he just noticed. I guess I should send him competiitor updates more regularily.
We have been focused on them for the last few months.
Susan
On 5/1/06, Jonathan Rosenberg <_ wrote:
Just that youtube kicked our butts.
From: Susan Wojcicki _

To: Jonathan Rosenberg_
Sent: M o n May 01 22:06:36 2006
Subject: Re: FW: youtube?
So what did Eric say today at emg about Video. B i l l mentioned it was discussed.
thx,
Susan
On 5/ 1/06, Susan Wojcicki _ wrote:
We did look into them at the time and talk to them. They didnt want to be acquired and
talked about a SOOM valuation.
Susan
/ Jonathan R o s e n b e r g _ < m a i l t o ; _ >

O 5n1/06,
wrote :
A hauntingly poignant email...
---------- Forwarded message ---------‑

From: Salman Ullah <_ m a i l t o _>
Date: Nov 10, 2005 9:5U AM

Subject: Re: youtube?
yep- sean is on this. although product folks seem reluctant.
On 11/9/05, Jeff Huber <‐ < m a i l t o _ > wrote:

Fyi...
> I think we should look into acquiring them...note they were recently funded by Mike
>
>
e t ‑
>-L
Forwarded message ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‑
‐‐‐‐‐‐‐‐‐‐
From: Larry Page _
Date: Nov 8, 2005 3:02 PM
Subject: Fwd: youtube?
To: David Drummond < , Megan Smith
r m e i u o ‐ >> , < >, Sergey Brin
Peter Chane
< ‘ < m a i l t o : _ > Jonathan

, Rosenberg <
<mailt0 _ >, Eric
Schmidt <_ < m a i l t o : _>
I think we should look into acquiring them...note they were recently

funded by Mike at Sequoia.
-L

From: Jeff Huber < _ < m a i l t o : _>
Date: Nov 8, 2005 2:58 PM
Subject: Fwd: youtube?
A recent thread (below) on YouTube ( em:re1f’f'wwzezflatmatesmew

< § e t t 3 fff w w w m o w v v v v v v v v v v v v v tettaif/éefé 0x52Fill/52Fwwwevomgbc,<.:of“e§§f£e2E-3 > ), and
potential acquisition.
Here's more info on them:

rm if/wwwsiiimgrbeat.comfentriee/E‘ifiifif1 iii}?5v<>atubc arré the m a r t -' ‘f , ai fathershtmfi
"“ s w w w «fowl acomzizrii’sazmfiéé/ fihtt ésifzisi'ifisi552§’*5z§>27§‘wwwsi lieonbcaeadmit/$2Eisentriesgiéfi

ETfoéiér‘SSf/é2f‘ll(Ef2>2§“07‘§é;2Eveuttshe aradthe m a m ai fathersttrné>
‐Jeff

From: J e f f H u b e r < ‐ < m a i l t o z _ >
Date: Nov 6, 2005 10:20 PM
Subject: Re: youtube?
To: Peter Chane < _ < m a i l t c _>
Cc: Susan Wojcicki < _ < m a i l t o : _ > Salman
,
Ullah
<_ m a n t o : ‐ > > Sean, Dempsey
< _ , Jeff Donovan
- ‐ < m a fl t o : ‐ >
Except that YouTube is ~here (Palo Alto), and Revver is farther away (NY).
I think we should talk to them, if nothing else to make it more

expensive for Yahoo. They'll also eventually need a monetization/ads
model, so should use ours instead of anything from Yahoo ( i f they
don't go acquisition soon, and we maintain reasonable relations with
them).
‐Jeff
O 11/6/05,
n Peter Chane < _ < m a i l t o : _>
wrote:
> i was thinking about pitching it to our M & A group. however i dont really
> know their talent pool well and their systems wouldn't be valuable to us.
> they aren't doing anything on their site where i say ”wow they have some big
> video brains there."
>
> and their content quality is worse than ours. they seem focused on the home
> video/community space while we want to be more like itunes/TV and include
> monetization and higher value content.
> if we pick them up it would be defensive vs yahoo but there are 20 more
> sites like this that yahoo could g o out and buy. w w w r e v v e m o m
<htt’ szwwaaadmit),com/er?‘fsaflikéfa; fiber {fisfif‘fifésfi$9432 fi v w w r e w e r u c o m , > is the

> latest..
>
>
> On 11/6/05, JeffHuber < _ >wrote:
> > Is there any interst in acquiring them? We obviously know Mike Moritz
> > and Roelof Botha reasonably well. Guesstimated price tag would be
> > $10-15M.
>>
> > They're obviously pretty passionate about the space, and it would be
> > nice for y! not to have them...
>>
> > We’d also get whatever assets & deals they've assembled so far.
>>
> > -J eff
>>
>>
> > On 11/6/05, Peter Chane < > wrote:
> > > we haven't talked to them; last we heard they took $5m from Sequoia and
> were
> > > thinking about a acq with Yahoo.
>>>
> > > We have all of their features in our q4 plan and almost all of them are
> > > already mocked up and ready to go. we're constrained on UI/j ava
> development
> > > resources. Luckily Nikhil is pitching in to help on some things but we
> have
> > > 1.5 engineers working on U1 things and that is slowing us down.
>>>
> > > i think if we had one more good java/ui engineer we'd be kicking butt
> vs
> > > youtube.
>>>
> > > P,
>>>
>>>
> > > On 11/6/05, JeffHuber < _ > wrote:
> > > > Just curious ‐- have we talked to the YouTube guys about coming here?
> > > > They're cranking interesting features a lot faster than we are, but
> > > > don't likely have a backend that will scale or plan to make money.
> > > > We, otoh, have those.
>>>>
> > > > It looks like it's mostly ex-PayPal guys, and they're local (Palo
> Alto):
>>>>
>>>>
>>>

V gm;
m n 3 h 7 a fi i fi é i fi s § € % § § } i i E l Z é fi E Q Q E i fi t a n k c v u x w d fi fl fi E k fi fi fi u b c w M fi fi o i t i n e m a , 3 3 £ fi > >
>>>>
>>>>
> > > > If we don't do something w/ them, we do need to do something to
> > > > seriously rev up our feature rate.
>>>>
> > > > (btw, heres the 're1ated pages' link in caribou for this thread -‑
> > > > Em; 7:V'Oicsbcrs 'ieiv"'\fid00/)
fi m x w u w w w fi o @ b u m y m i m t t h fl n r % fi fi iZ E Q s Z % 0 n a b a r s n e t a fi i s s h x fi x m i , o fi fi >
>>>>
>>>>
> > > > - k fl
> > > >
> > > >
> > > >
> > ‐‐‐‐‐‐‐‐‐‐ m e m w d m w w g ‐‐‐‐‐‐‐‐‐‑
> >
> > > > From: JeffHuber <‑
> > > > Date: N o v 6, 2005 1:35 PM
> > > > Subject: more.
> > > > To: Peter Chane <‑
>>>> WWw
>>>>
> > > > G m d fi m m fi M u a m g m m m m m m b m e a m M W m n g m d w m m t
> > > > fi n G m n g M w . Y m fl d m h w a b m m h fi N m e m m m fl d fl M M n m e
> > > > m w m fi m g F m e m m m e n
>>>>
>>>>
>>>
w i t hEglf{3351553size
> > > > ("cross bar" being one of the better ones)
>>>>
>>>>
>>>>GWmnwhmmammmmmmWMthemmmemMmedwmewe
> > > > could get their stuff?
>>>>
>>>>
> > > > And could we get all the "best" commercials like at AdCritic

> > > > ( hit 2551¥¥¥W18<§CE‘liifiififfiiflf
<htt’ asf fifiww. were; a l e x c m i u r l ‘ fi a E } & < iiifliértt 2533/53 53>33/521594532PWWW.aéeriticfio“£13332 l? > )?
>>>>
> > > > And could we get all the superbowl commercials from the last, say, 25
> > > years?
>>>>
>>>>
> > > > Btw, the "recently viewed" feature on youtube seems like a useful &
> > > > trivial evolution of "random".
>>>>
> > > > Favorite video of the day:
> > > > litany[fwwwyoutuhc«com/watcl‘l. rah ..?‘v:=:=P:; IuLF‘h’I’IEI
<5??? zirwtmv graniteccm/url‘j3asarrrfiéia 32215323 333535353452 f'ii’sfilikvwwo otaW’beconfiéE Pwarcir 333
33235 i £13,313 it? 33333 i u is ii'fv 0 ti E>
>>>>
> > > > which has n o w inspired impersonation:
> > > > hit tsffw‘mv ffitsitiéfifififi'm Watch, '
mLiM>
> > > > 3111 >zsff§vwiaz fetatuhcbafmrrfwaieis, fish f???

<2??? 13: mosite.comfurl‘?sar=zlf}&t Ihéép "15335; 133 A352 33, \,
3178533533333 5353; ifiigasaiof‘fii >
>>>>
>>>>
> > > > -J eff
>>>>
>>>
>>>
>>>
> > > --
> > > Peter Chane
>>>
> > > S e n i o r B u s m e s s Product Manager
> > > Google Video, hit 15WErr/Ecolf>irroif§gafcorrr 41173 tilt/ff” xvégiifaxfmrsfii w o m b
>>
>
>
>
> __
>
> Peter Chane
>
> Senior Business Product Manager
> Google Video, hit :,r"',,f"vidc0.(zooelmzom <Iitt' rf/vidco.mealccomb

Susan Wojcicki
VP, Product Management
Susan Wojcicki
VP Product Mana ement
Susan Wojcicki
VP, Product Management

From: David T h a c k e r ‑
To: "'Goku| Rajaram'“ ‑
Cc: “Richard Holden'“ V , "'Saiar Kamangar'" _ ”David
Friedberg‘"
Subject: RE: 3rd parties Eric discussion: 3rd draft.
Sent: Wed, 31 May 2006 10:04:18 -0700
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From: Gokul Rajaram

Sent: Tuesday, May 30, 2006 11:17 PM
To : David Thacker
Cc: Richard Holden; Salar Kamangar; David Friedberg
Subject: Re: 3rd parties Eric discussion: 3rd draft.
This is a good point. One of the biggest issues with Atlas is that since they are a public company
with the highest valuation of *any* Internet company (20K revenues), doing a deal will be very
very expensive for us. Once we do a deal with Atlas, we will have to pay through the nose for a
future deal with D C L K should we decide to do so. E M G wont be happy paying 2X Google's
multiples! II
the other issue is that Atlas doesnt have DFP. Even though we have GFP, it will take years
before we penetrate really major publisher installations. Working with D C L K could really
accelerate this. (assume we could make D C L K take a rev-share on remnant ad revenue, instead
of ad-serving revenue; this could be a win-win).
The final issue is that Atlas has very poor international coverage, vis-a-vis DCLK. D C L K is
super‐strong in EU and APAC, per Tim. This is important to us.
I do like Atlas more than D C L K from a pure technology perspective, but the costs could be

prohibitively high. E M G has already shot-down Atlas in Jan, maybe we can bring it to them
again.
Gokul
O 5/30/06,
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From: Gokul Rajaram

S e n t : Tuesday, May 30, 2006 10:30 PM
To : Tim Armstrong; Richard Holden; Nikesh Arora; Susan Wojcicki; Salar Kamangar; Nat Criou; David
Thacker; Rohit Dhawan; Satya Patel; Rajas Moonka; Bismarck Lepe; David Friedberg
Subject: 3rd parties Eric discussion: 3rd draft.
Hi guys,
I had a chance to touch base 1:1 with Tim, Susan and Salar today, and also discussed the preso
with a couple of other folks. Thanks everyone for your comments - I've incorporated them
into the preso.
M a j o r changes f r o m v2:
1. Slide 21: new slide defining the "CMO Dashboard" (Richard ‐ you might want to review this
slide).
2. Slide 11: Bottom-up computation of incremental revenue. Still waiting for some additional
data from Ching on our image ad pageviews + Yahoo data.
3. Slide 17 and 18: Reformatted to be consistent with slides 15 and 16.
4. Slide 23 and 24: Added a couple of slides about the D C L K proposal.

What's left:
1. Work with David F on more definition of D C L K deal terms, D C L K versus Atlas; what
D C L K has been up to in the past year, etc.
2. Get data from Tim on D FA impressions served, DFP impressions served, Atlas impressions
served.
3. Flesh out bottoms‐up revenue forecasts.
4. Incorporate second round of feedback :)
Thanks in advance for your comments and feedback!
Gokul

From: Larry P a g e ‑
To: David Drummond
Sent: Mon, 23 Jan 2006 06:12:14 ‐0800
Subject: Fwd: [Idea 3753] Partner/Acquire YouTube Before the Competition
Where are we at on this?

From: D a n O ' C o n n e l l ‑
Date: Jan 22, 2006 10:54 PM
Subject: [Idea 3753] Partner/Acquire YouTube Before the Competition
To: ideasa(L‘googlceom
We should look to either strike a significant partnership with YouTube or simply acquire them
before someone else (namely Yahoo!) does. Yahoo's been on a tear of late acquiring some very
interesting and popular sites such as Flickr and deiiécir‘ms ‐ it would make sense with our release
of Video for them to look in this company’s direction. They also just so happen to be down the
street in San Mateo.
According to a Nielsen/NetRatings YouTube had more than 3 million visitors in December

(triple the amount from November) - they get an estimated 20,000 new videos a day with users
watching some 10 million. They're really the Flickr of Video with an almost identical interface
that users love.
A second option would be to overhaul the UI for Video and finally depart from our standard
interface with something similar to Lighthouse? It's apparent that users really want to tag,
comment and share.
Rate this idea:

5) Great idea! Make it so.
4) Very good idea.
3) Definitely has potential.
2) May not be worth the effort.
Ski the ratiw are? raise m e it} the ideas M e s s a g e iioaré

From: Jeff Huber ‑
To: Alan Eustace - w V
Sent: Fri, 21 Sep 2012 00:46:19 -0700
Subject: Re: URGENT - Naming - Strategy Issue - Vertical Search
Cc: Susan Wojcicki - Nikesh Arora , Lorraine TwohiII
‐
A n d y R u b i n
Reehel Whetstone
' _
- _ - Larry Page -‑
A few thoughts -‑
l. I fully agree that we can & should to have a common infrastructure/repository and query
model for all basic structured data, and be able to do compound queries across it
2. That said, some very valuable data will never be fiilly modelable in a general structure (e.g.,
flight+fare searches are np-hard, maps geometries/ vectors), and will require unique structures
3. The open web that we knew & loved is going away, and being replaced with a siloed world
on both the web and mobile where companies don't want to make data externally searchable
because they want users to be in their brand experience and/or they want to have a commercial
relationship for access to their data; some of these are sufficiently concentrated that we either
need to submit to a monopoly supplier, or commit to generating/maintaining our o w n data
4. Much data in the real world is dynamic and changes rapidly; the common repository and
ranking is a part of the equation, but success requires engaging users, businesses, and other
ecosystem participants with incentives that make sense to provide, update, and curate the
underlying data, and we need to have data pipelines to ~instantly normalize and update data
(e.g., volcanoes don't change very frequently, local businesses change at ~20%/yr)
5. How the experience is optimized and presented matters a lot, and the experience varies by
context; we need to have better browse and session-based experiences -- where either there isn't
any query (and we recommend or provide a browse start point), or the initial query narrows the
data set that can then be navigated by facets & filters. User expectation is shifting from links to
answers being OK to users wanting the answer directly (or the most direct/efficient way to get
it).
6. While I agree we shouldn't do verticals generically, there are a set of areas that are pretty
fundamental to users day‐to-day experiences and needs, and are very, very valuable -- online
shopping for goods and services (7% of total commerce and growing), local search 20% of
desktop intent and 40% of mobile intent), and travel (>10% of our current revenues,
global market); if we don't have experiences in these areas that are compelling compared to
increasingly concentrated and branded alternatives, we risk losing relevance overall (e.g.,
Amazon is increasingly becoming the place you search for things and Google is the place you
search for information). In these areas, the killer app is the the overall experience from intent to
fulfillment (i.e., Amazon isn't winning because they have better search or a more general
infrastructure, they're winning because the net experience from intent to fulfillment is much
better). We don't have to own everything and we can work with partners, but our bar has to be a
great end-to-end experience instead of j ust handing users off.

-J eff
On Fri, Sep 21, 2012 at 12:04 AM, Alan Eustace _ w r o t e :

Crawling is just one approach to structure. For example, Youtube watches, Gmail, search
logs, Chrome tab data, Android call data, etc will give us information that no other site has
about the entire process of where the best kite boarding sites are, what you need to do to plan
the trip, what times of the year are best to go, what equipment to bring, where to rent, what
the temperature is, first-hand reports of being their, pictures, what your friends say, what the
experts say. That experience cannot be replicated by verticals. We have that data. I might
not be able to book a hotel, but I can create a great experience that drives traffic to the best
sites to answer the detailed questions or handle booking. We don't need to o w n everything.
Using the data we already have, there is a good chance that we know you are moving,
changing jobs, having a baby, getting married, etc, and we can really help you with the
queries that you should have asked but didn't. We have a value proposition that nobody else
has. The technology is not quite there, but it is getting really, really close.
On Thu, Sep 20, 2012 at 11:48 PM, Susan Wojcicki _ w r o t e :

I think the issue is more complicated than crawling those remaining 30% of the web. There
are too many special purpose sites that offer great SEARCH experiences within their area of
expertise and users are willing to go their directly. eg searching for a hotel on Bookingcom
for example, reserving a restaurant with OpenTable for example. I don't think crawling those
sites will mean we offer comparable experiences to help me actually find a hotel or booking
a table.
We need to distinguish between looking for facts, and taking a commercial action. I agree
your solution will work for facts, but not for commercial transactions.
On Thu, Sep 20, 2012 at 11:40 PM, Alan Eustace _ w r o t e :

We absolutely need to create ecosystems that encourage 3rd parties to give us data, or to
mark up pages so that we can get the structure as we crawl, or to find ways to get users to
give us that data directly, or to use search history and chrome logs to get that data. I
believe this is an easier problem than building verticals. For example, 70% of all the pages
that are viewed have special purpose markup that the sites added to help Google understand
the structure of the content, so that we can better direct traffic to those sites. I don't believe
we have pushed hard enough, and because of that, we are making enemies of sites that
could be friends.

On Thu, Sep 20, 2012 at 11:30 PM, Susan Wojcicki _ w r o t e :
I agree with what you are saying IF the information is available on the web and not in
silos, closed databases on other sites.
Restaurants in Palo Alto is not the same as comparing cars, or finding car insurance or
finding which hotels are available on specific dates and at what prices; restaurants in Palo
Alto is based on info that is on the web so we can search and compare it, the other
experiences have the information in proprietary databases where different companies have
added value by gathering that information.
On Thu, Sep 20, 2012 at 11:12 PM, Alan Eustace _ w r o t e :

Yo u know my position.
I don't think we want to fight amazon on their turf by building and branding a single
purpose experience by a separate team. The same goes for Yelp and Local. What we
need is to have the underlying data in the same format and data store, and support
operations and user experiences that work across all of them. We should build an
interface that makes it as easy to compare products asit is to compare hotels, or resorts,
or flights, or hiking trails, or wedding site locations, or colleges.
Yahoo in 1998 was on top of the world, with a huge fraction of all the traffic on the web.
They built narrow verticals in finance, news, autos, etc, but they lost to search engines
and the web. Finding great content is more important than owning all content. What
google needs is deep generic experiences in a general infrastructure, where the addition of
data defines the experience, rather than teams writing special purpose code.
Restaurants in Palo Alto requires the same infrastructure and ranking as volcanoes in
Italy. What we need to do is to use the collective searching experiences of all our users to
predict what will be valuable to users across all domains, and guide them to the right
places on the web. This is also the right data for Google Now, and for building great
browsing experiences.
OMon,
n Sep 17, 2012 a1:43
t PM, Nikesh A r o r a _ w r o t e :
Folks:
I am keen to have a conversation where we align the strategy we have on the new sets of
products we are launching ‐ which are more vertical searches. We are being asked for
names for:
‐ Hotel Search/ Finder
- Travel
- Autos
- Finance
- Shopping

While i have a view across them, i am more keen to ensure that we have a common point of
view on these, and answer the questions consistently.
Q. Why are we doing this?
Q. What is the organic vs advertising model on these?
Q. What is the future advertising model against these searches? Going from CPC to CPA?
Q. What is the principle we are applying to the UI in each of these cases?
Q. How do we plan to scale these around the world?
Q. Do these have landing pages? Or are they part of the "evolution of search"? Do they need to
have individual names, and individual launch times?
Q. Are these new "mobile apps" - are they integrated into GMS - or are they part of Google
Now?
I think someone needs to be responsible - i think its somewhere between Susan/Alan/Jeff - and
we need to be able to have a common point of view, also think Andy needs to agree from
a mobile point of view.
We should get in a r o o m and agree this ‐ we are being asked to name these things, think naming
isnt the issue ‐ the issue is alignment on strategy, this will make Rachel's life easier as
well.

Message
From: Omella Indonie ‑

Sent: 6/20/2015 11:49:28 PM
Philipp S c h i n d l e r ‐ Joan Braddi _
To:
cc:
Subject:
‐ _ -
Quick update on feedback from AT&T on search
‑
Hi Philipp and Joan
Wanted to just share the feedback we just got from AT & T regarding Googlecom as the default browser. As
you know, we have been pushing hard on compliance of our contract which states that by July 1st they must set
the default browser homepage on Android devices to either (a) point to att.net powered by Google, or (b) point
to Googlecom. As it stands now, the att.net portal is powered by Yahoo search.
We are making positive progress asyou can see from what they just sent us below. We will update once
implemented.
Thanks
Omella
We will make Google.com the default browser home page for devices that enter our lab after June 30, 2015. In parallel,
we will keep working on an att.net solution that includes Google Search with the understanding that we will be able to
switch to that solution once it becomes available.
For clarity, there are devices that entered lab before June 30th that will launch after July 1“ and will still have att.net as
the default home page. Per the contract language below, the current att.net home page is still permitted on those
devices without impacting AT&T's search payment eligibility.

Re: ERB:
Subject: Re:
Subject: fron‑
ERB: SPAM from Confidential
From:
Received(Date):
"
Received(Date): Mon,
a
"Eddy Cue"
Mon, 30
30 Aug
m e +0000
Confidential
Aug 2010
‑
2010 21:05:24 +0000
To: "Patrice Gautier" Confidential
Date:
Date: Mon,
Mon, 30
30 Aug
Aug 2010
2010 21:05:24 +0000
+0000
Let's prioritize
Let's prioritize this as it really solves a
asit a big
big problem.
problem. I think customers
customers will understand even
understand even
without seeing
seeing all of
of them.
them. If
If I search for the 49ers
49ers and
and get NFL app I will understand.
NFL app understand.
Sent from my iPad

iPad
On Aug
On 30, 2010,
Aug 30, 2010, at
at 10:18
10:18 AM,
AM, Patrice Gautier
Patrice Gautier w r - t ewrote::
Confidential
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yep i f fi c u ] for a understandin_ why
a user is understanding results are
wh all these results showing up
are showin_ thou_ .. ponfq
u though..
Confidential
Andrew:
Andrew: Confidential
-P
On Aug 29, 2010,

Aug 29, 2010, at 4:01
4:01 PM,
PM, Eddy Cue
Cue wrote:
This guy
, has
has aareall
really good
00d idea!
idea! | Confidential
Confidential
Confidential
Eddy
Eddy
On Aug
Aug 29,
29. 2010,
2010. at 12:55
12:55 PM,
PM, Phillip
Phillip Shoemaker wrote:
Privileged and Confidential

Privileged and Confidential
Yes, we instituted
Yes, we Step 1I last
instituted Step last week.
week. We
We will work with the developer to determine an
to determine an
deadline.
appropriate deadline.
thanks Phil.
Phil.
On Aug
On Aug 29, 2010, at
29,2010, at 12:50
12:50 PM,
PM, Philip
Philip Schiller wrote:
wrote:
Privileged
Privileged and CConfidential
onfidential
My suggestion:
suggestion:
Step 1:
Step accept no
I: accept no more app submissions
more app submissions to the app store from this developer
app store
Hopefully
Hopefully we
we have
have done that and told them
Step 2:
Step 2: We
We give them aa reasonable deadline to
reasonable deadline to dramatically reduce
reduce the number apps or they
number of apps
will be kicked out
bekicked out of the store
store
HIGHLY CONFIDENTIAL --- SENSITIVE

SENSITIVE BUSINESS
BUSINESS INFORMATION
INFORMATION HJC-APPLE-007673
HJC-APPLE-007673
On Aug
Aug 29,2010,
29, 20l 0, at 12:46
12:46 PM,
PM Phillip
Phillip Shoemaker wrote:
Privileged
Privileged and
and Confidential
Confidential
We've
- v had
as. an
u ongoing
- l : i n _ relationship company-
relationship with the company Confidenti , as
asthey intend
intend onon creating
creating
_ Confidential for store. We've been
or the store. been having
having this ongoing
ongoing conversation with them to to
consolidate
conso I ate their apps, but I've
e i r apps. I've discovered that they're still submitting
submitting apps
apps at
at the same time.
the same time.
This has
has got to stop, as
to stop. as they are
are spamming
spamming the
the store. See the
store. See the following
following link:
link:
Confidential
Confidential
We called them again last

last week to discuss
discuss this, and this is the
this, and the response
response we got back.
back. While
While I
believe the developer still needs
believe needs to comply andand consolidate
consolidate their apps,
apps, he
he has some interesting
has some interesting
data, especially with regards
data, regards to to his
his attempt at
at consolidation.
consolidation. I'm sending this
I'm sending this out mainly so
mainly so
Matt and
and team can see
see if
if there's something
something they can get from this with regards
regards to
to
on the App Store.
discoverability on Store.
Phillip
Phillip
Begin
Begin forwarded message:
message:
From: .
From: Confidential
Confidential
Date: August 26.
Date: 26, 2010
2010 11:18:03
11:18:03 AM AM PDT PDT
To: Richard
To: Richard Chipman
Chipman Confidential
Subject: Re: Your App Store
Subject: Re: Store submisslon
submission Confidential foriPad
f o r lPad
Richard,
Richard,
thanks again for your call,

call, and
and thank you for your invitation
invitation to
to email you my
my point
point of view
on this.
Onthis.
You state that one

You state one of the reasons
reasons I need
need to consolidate my
to consolidate my maps
maps into
into less apps is
less apps is findability
in
in the app store.
store.
I couldn't agree more. app store is such a

more. The app a huge
huge success
success with developers
developers that finding
finding an
an
app is
is indeed
indeed aa problem.
problem. From
From my
my sales
sales numbers and a
numbers and a statistical analysis
analysis I've done, I see
I‘ve done, see a
a
of things that are
couple of are relevant to this discussion:
discussion:
1)
I) people
people don't use google to find apps.
use google apps. If
If they did,
did, I would see
see it in the traffic on
on my
my
website. Apple hashas apparently done an
an excellent job with the appapp store
store and
and people
people don't look
elsewhere
elsewhere for their app
app needs.
needs. A big
big factor is
is the app
app store icon
icon on device of
on each device of course,
course, but
it's an important point
it's an point to
to make anyway.
make anyway.
2)
2) people
people use
use the
the top-25 lists
lists in the app
app store. see a
store. I see correlation between
a direct correlation between maps
maps
appearing
appearing in the
the top-25 lists
lists and my downloads.
downloads. Both
Both the
the most popular,
popular, and the recent apps
apps
list are a big influence on sales.
list are a big influence on sales.
3)
3) If
If people find what they're looking
people don't find looking for in the top 25
25 lists,
lists, they use
use keywords.
keywords.
-- SENSITIVE
HIGHLY CONFIDENTIAL -‐ SENSITIVE BUSINESS
HJC-APPLE-007674
And
And this is
is where things
things get interesting.
interesting. Bear
Bear with me
me for aa while while I first talk about
consolidation, I'll
consolidation, I'll get back to
to keywords
keywords in aa while.
while. You've asked me
You've asked to consolidate.
meto consolidate I have
have
done so.
so, as
as you know,
know, in this app:
app:
Confidential
Confidential
I've
I've invested
invested considerable effort in this app
app - I want it to succeed,
succeed, because
because ofof aa few simple
simple
reasons: app is easier to maintain
reasons: one app maintain than lots,
lots, and
and the odds that I get returning
the odds retuming business
business
from anan app
app that has
has many in-app sales options
in-app sales options are
are bigger than with aa single
single stand-alone
stand-alone
map,
map, where people
people have
have to go back to the
to go app store
the app store for another map.
map. I've
I've invested
invested time
time in
developing
developing the app,
app, money in getting
getting the server storage
storage and
and bandwith
bandwith to deal with the
to deal
downloads, and time in uploading
downloads, and uploading the 700 in-app
in-app purchases.
purchases Count about 55 minutes
minutes for aa
completed
completed map
map to upload
upload the database to to my sewer
server and enter
enter all the
the information
information in the
iTunes database, and
iTunes Connect database, and you see this isn't
you see something I did
isn't something did just to please
please you.
you. I want this
this
to work,
work, because
because if
if it
it works,
works, it's
it's not just better
better for Apple.
Apple. It's
It's better
better for me
me as
as well.
well.
The initial download numbers

initial download numbers reflect my my earlier point
point about the top 25
25 new apps
apps list. The
list. The
later
later sales numbers also reflect
numbers also reflect my
my point about the keywords:
keywords: when not not in the top-25
top-25 list,
list,
people
people use
use keywords, and they are
keywords, and are not
not finding
finding the consolidated
consolidated app.
app. People
People looking for. say,
looking for, say,
"Ibiza" are
"Ibiza" are finding a lot
finding a of stufl'
lot of stuff ‐- but
but not
not the consolidated app, even though it is
consolidated app, is indeed
indeed
relevant toto the search.
search. Sales
Sales numbers
numbers areare less
less than 25%
25% of what it should
should bebe when I compare
compare
it to the stand alone apps.
apps.
So, how to
So, to fix this? Unfortunately,
Unfortunately. the only one
one who can really fix this is
is Apple.
Apple. I'll
I'll explain
how, and I would
how. and would love
love to
to be
be proven wrong on this by somebody suggesting
proven wrong suggesting another solution.
another solution.
Confidential
Confidential
Confidential That way,

way. no
no matter how small aa town,
town, if
if I have
have a map it. people
map for it, people will find
find
it.
it. In fact,
fact, there are a
there are a number
number of cities that I have
have no
no competition for in the
the iTunes
iTunes store, and
store, and
people
people areare downloading
downloading those cities
cities as
as stand-alone
stand-alone apps,
apps. but not in the
the consolidated
consolidated app. The
app. The
search algorithm needsneeds to return
return the consolidated
consolidated appapp for those cities,
cities, or people
people willleave
will leave
the app
app store
store thinking
thinking there's no
no map
map at all
all if
if I'm
I'm not
not allowed to
to have stand-alone apps.
have stand-alone apps.
Another way to
to fix it
it is
is to
to change the category
category structure.
structure. II willlimit
will limit my
my remarks
remarks to
to the
"Travel" category
"Travel" cate_o for now,now. you'll
ou'll have
have to
to get
et feedback onon the categories from other
the other cate_ories
developers.
develo-ers. Confidential
Confidential
Confidential
Confidential
-- SENSITIVE
HJC-APPLE-007675
are other points
There are points that need
need to to be
be made.
made. The "findability"
"findability" problem
problem in in the app
app store
store has
has a a
lot of
of causes,
causes, and asas you rightly state
state the
the number
number of of apps
apps is one
one of
of them.
them. But
But there's
there‘s more.
more.
There is a huge
is a huge amount of. of, pardon
pardon my my french,
french, crap in the app store. Flashlights,
app store. beer-tilting
Flashlights. beer-tilting
apps, pull-my-finger
apps, pull-my-finger apps,apps, etc. Yes. most
etc. Yes, most of them are are free,
free, but
but they make
make it extremely
serious apps
diffcult for serious apps to do do something
something free. Case in point,
free. Case point. my
my consolidated app app isis free,
free. and
and
contains zero
contains zero maps
maps after download (but (but it does show onlineonline map
map images,
images, soso it isn't
isn‘t blank).
blank).
I've
I've seen negative
negative feedback in the app store
the app store and
and one-star
one-star feedback because
because people
people found out out
that the actual in-app
in-app purchase
purchase of of the maps
maps isn't
isn't free.
free. The expectations for a a free
free app
app areare
utterly tainted by allall the free gimmick apps apps out there, and you'd find
there, and find me cheering loudly
me cheering loudly if if
Apple
Apple were to to clean those
those up.
up. What I could do do is
is make
make the
the consolidated app app non-free
non-free and and
allow one
one free in-app download, let
in-app download. let the
the user
user pick aa map,
map, but
but I would
would require
require API support for
this to
to prevent people from deleting
prevent people deleting the app,app, reinstalling
reinstalling it,
it, and downloading another free
and downloading
map.
map. Again something
something that Apple would have have to change
change for me metoto work.
work. And even if if you did
you did
so, there would still be
so, be the keyword
keyword problem.
problem.
Then there's the

the requests
requests by
by users.
users. You're
You're telling
telling me
meto to stop
stop uploading
uploading apps,
apps. but
but what do
do I
tell people
people who email meme with requests? Some of
requests? Some of these
these requests
requests have
have become
become best-sellers
best-sellers for
me, and I1 get a
me, and a few every week.
week. If
If you want,
want, I can send
send you some
some email addresses of
email addresses of people
people
who have
have been
been very
very happy with my support
support of
of their requirements.
requirements.
I understand
understand you cannot talk about future changes changes to the way thethe appapp store
store works.
works. I expect aa
lot of
of efi'ort
effort is being
being put in things I see see only rumors
rumors about - perhaps
perhaps I will know more more after
the September 1I event.
event. This probably means means you
you cannot tell meme if if the above suggestions are
above suggestions are
even considerd,
even considerd, let alone accepted
let alone accepted or rej ected by Apple.
rejected Apple. This may put put you,
you, or even both
both ofof
us
us in aa bit of an
an awkward
awkward situation in this discussion.
discussion, because
because I may be be urging
urging for things
accepted or rej
already accepted ected. I1can
rejected. can let you know
let you know that anything
anything I amam told
told of future
future changes
changes in
any Apple
Apple product
product I consider to to be
be confidential andand under
under non-disclosure,
non-disclosure. eveneven ifif not
not
directly told by an Apple employee.
by an employee. If If it helps
helps the
the discussion for you you I am
am willing
willing to sign aa
non disclosure on
non disclosure on this subject.
subj ect. I also
also realize
realize that if
if you cannot
cannot dodo such a a thing
thing you're also
also not
not
going to be able
going be able respondto respond at all to this paragraph.
paragraph. That's fine,
fine, I just want you to
to know the
the
option is
is there.
there.
As to your question on how far down I would be be willing

willing to consolidate:
consolidate: down to a number
to a
that is as low as
is as as possible.
possible. If
If the findability of of the 700 City Maps
the 700 Maps I mention above is
mention above is fixed,
fixed, ifif I
see sales
see sales go
go up
up to numbers
numbers that match the sales of the standalone
the sales standalone apps.apps, I will immediately
start removing
removing lots maps from the app
lots of maps app store.
store. The less
less apps
apps I have
have toto maintain,
maintain. the
the better it
is for me.
me. In an
an ideal world. that number
ideal world, number would be one. It's
be one. It's likely that there's aa small set of of
best sellers where it would make sense to keep
make sense keep the stand
stand alone
alone versions along
along with thethe
consolidated app,app, but then you're talking
talking numbers
numbers lower
lower than 50or 50 or 100
100 or so.
so. We'll cross
cross
that bridge
bridge when we we get there.
there. The first thing
thing that needs
needs toto be
be done
done isis that people
people will
actually find andand download
download the the 700
700 City Maps
Maps app.
app. The next thingthing after
afler that,
that, but that's
probably in-line
in‐line with your
your other cleanup
cleanup work in the app store,
app store. is is that the image
image ofof aa free
free app
app
needs to improve
needs improve - but that's far less urgent
less urgent than the problem
problem that people are
people are currently not
not
finding
finding the app.
app.
And
And in closing,
closing, I would really
really hope
hope that this is a simple
is a simple fix
fix on
on your end:
end: Confidential
-- SENSITIVE
HJC-APPLE-007676
Confidential
Richard,
Richard, please
please feel free to give me
to give me any feedback at
at all,
all, and
and feel free to
to have
have people
people in your
team do the same.
same. I want the same thing as Apple
thing as Apple here,
here. but
but it looks
looks like
like I've
I've done
done on my end
end
everything that can
everything can be done.
be done.
Confidential
Confidential

SENSITIVE BUSINESS
HJC-APPLE-007677
Subject: Re:
Subject: Re: NYT article
NYT article
From: "Peter Oppenheimer"
From: "Peter Oppenheimer" Confidential
Received(Date):
Received(Dale): Fri,
Fri, 16
16 Mar
Mar 2012
20I2 17:08:11 +0000
I7:08:Il +0000
To:: "Eric
To "Eric G
Gray" r aConfidential
y ' ‑
Cc: "Dean Migchelbrink"
Cc: “Dean Migchelbrink" Confidential "Eddy Cue"
Cue"
_ ' C h r "Chris
Confidential i s Keller"
Keller" Confidential
Bcc:
Bcc: ""Peter
P eOppenheimer"
t e r O p p e n Confidential
h e i m e r ‑
Date:
Date: Fri,
Fri, 16
16Mar
Mar 2012
2012 17:08:11
I7:08:Il +0000
+0000
Dean,
Dean,
Can you send

Can send something
something that shows for the last
last few months
months our write-offs for fraud that we
we are
are
getting for charge backs
getting backs and
and the level of refunds
level of refunds we are
are doing
doing for customers.
customers.
Peter
Peter
Eric,
Eric,
What would we we need

need to do
do to provide
provide better
better responses
responses to developers?
developers? In thinking
thinking about this,
this, we
we
should not
not let
let this sentiment become
become fact by virtue of our not
not responding
responding to developers,
to developers,
especially if
if we demonstrate that this is
we can demonstrate is not
not accurate.
accurate. To the is. we
the extent that it is, we need
need to fix
fix it
as we did more
just aswe more than a a year ago
ago when ran
ran into
into problems.
problems. This is very strategic to us, and we
us, and we
want
want to
to be
be bullet proof.
proof.
Peter
Peter
On Mar 15, 2012, at 9:47

15, 2012, 9:47 PM,
PM, Eric
Eric Gray wrote:
wrote:
Peter,
Peter,
We've
We've repeatedly answered this question andand haven't
haven't yet identified
identified aa case
case where there is is an actual
an actual
issue.
issue. The perceived difference is
perceived difference always associated with develo
ISalways developers
- -rs who have
have si significant
ficant levels
levels
of
f refunds
refun- and
= . the associated
. socia -.. timing
timin of
ofssuch
ch refunds.
refun- 1 Confidential
Confidential
Confidential
Confidential
Vulillu.11%41
v‑
In response to the point that we don't provide good support. We intentionally reply with a
standard and rather vague response that the reporting is not intended to reconcile due to timing
differences and we do not individually investigate each inquiry, but instead review enough of
them to ensure both the daily / weekly reporting and the monthly financial reporting continue to
be reliable for their intended purposes. We have good user guides and FAQ's that would allow
one to reconcile things. Confidential
Confidential t never seem like a great investment, but we could re-consider.

SENSITIVE BUSINESS
HJC-APPLE-007728
I had
had heard
heard from PR
PR that this was coming,
coming, and
and it is
is unfortunate as the issue
unfortunate as issue is
is very small as
as aa
percentage of
percentage of our business
business and impacts
impacts aa very small percentage of our developers.
percentage of developers.
We are making
We are making great progress
progress on anti-fraud measures
measures right
right now and have
n o w and have aa very comprehensive
comprehensive
strategy that we are in the early stages
we are stages of
of executing
executing on.
on.
Thanks
Eric
Eric
On
On Mar
Mar 15, 2012, at 9:21
15, 2012, 9:21 PM,
PM Peter
Peter Oppenheimer wrote:
Eric
Eric and Dean,
Dean.
This just posted

posted from the New York Times.
Times. I know we are
are working
working on the customer account
fraud points
points made
made in the article but I have
have not
not heard of the
heard of the developer payment concerns below
payment concerns
one cites in the millions).
(which one millions). Here
Here is
is the
the relevant section:
section:
One successful
successful American
American game developer,
developer,
condition of anonymity for
who spoke on condition
fear of retribution
retribution by Apple,
Apple, said
said he
he started
started
to notice
notice discrepancies in payments
payments last
last
summer. The developer said
summer. said his
his team had
had
sent multiple
multiple e-mails to Apple,
Apple, but
but that it
had n
had not addressed whether the missing
o t addressed missing
payments were a result of fraud.
fraud. Over the
last year, the gap has
has amounted mill ions
amounted to millions
of dollars,
dollars, according
according to internal
internal documents
provided by the developer.
provided developer.
little action
With little Apple, sorne
action from Apple, some
affected have banded
affected developers have banded together.
together.
HIGHLY CONFIDENTIAL ‐-- SENSITIVE

SENSITIVE BUSINESS
HJC-APPLE-007729
Chinese developer,
One Chinese developer, CocoaChina,
CocoaChina, has
has
created an antifraud alliance of roughly aa
an antifraud
dozen developers.
developers.
While many of of the affected
affected consumers and and
developers said
said they did
did not
n o t blame
blame Apple
for their misfortunes,
misfortunes, nearly all all said
said the
company could
could be be more
m o r e responsive,
responsive, andand
noted
noted that itit lacked
lacked even
even aa dedicated
dedicated phone
phone
line to deal with complaints.
line complaints.
"Apple wants to pretend
“Apple pretend that everything
everything is
is
magic,"
magic,” said
said Alex Stamos,
Stamos, co-founder of
iSEC Partners,
iSEC Partners, aa security firm.
firm. "They need
“They need
to admit that their products
products can
can be
be used
used by
bad people
bad people to do bad things. "
bad things.”
What is going on here?
going on here? Why are developer inquires
inquires not
not being
being answered?
answered?
Peter
Peter
For Apple, Pressure Builds

Apple, Pressure Builds
Over App
A p p Store Fraud
Store Fraud
By EVELYN
EVELYN M.
M. RUSLI
RUSLI and
and BRIAN
BRIAN X.
X.
CHEN
CHEN

SENSITIVE BUSINESS
HJC-APPLE-00773O
In aa little
little over an hour, Ryan
an hour, Ryan Matthew
Matthew
Pierson racked
Pierson racked up $437·71
$437.71in iTunes
iTunes
charges for virtual currency
currency that hehe could
could
use to buy guns,
use nightelubs and
guns, nightclubs and cars
cars in
iMobster,
iMobster, a a populariPhone
populariPhone game.
game. One
problem: Mr.
problem: Pierson, aa technology writer
M r . Pierson,
Texas, has
in Texas, has never played iMobster.
played iMobster.
"This was fraud,”
“This fraud," said
said M
Mr. Pierson,
r . Pierson,
recalling
recalling the November incident.
incident. GG“II woke
up, checked
up, checked my e-mail,
e-mail, and
and I could
could see
these purchases
purchases happening
happening in realreal time.
time.”"
Mr. Pierson raised
M r . Pierson raised the issue
issue with Apple and
and
bank, and
his bank, and the problem
problem was
was eventually
resolved.
resolved. But his
his experience is hardly
unique, as reflected by hundreds
unique, asreflected hundreds of online
complaints saying
saying that Apple's iTunes
Apple’s iTunes
Store, and
Store, and in particular its
its App Store,
Store,
which the company
company portrays as as the safest of
shopping environments,
environments, is n not so secure.
o t so secure.
The complaints come from consumers like like
Mr. Pierson, who say that their accounts
M r . Pierson, accounts
have been
have been hijacked
hijacked or that some
some apps are
apps are

SENSITIVE BUSINESS
HJC-APPLE-007731
falsely advertised.
advertised. And
And they come from
creators of apps,
creators of apps, who say
say they are
are having
having to
to
deal with fraudulent purchases
purchases that drain
drain
and resources.
their time and resources. Software makers
makers
also complain that competition
also complain competition in the App
Store has
Store has become
become so brutal that many
so brutal
companies resort
resort to artificially inflating
inflating
their popularity rankings to grab attention.
popularigg,rankings attention.
It's aa change for Apple,
It’s Apple, which was
once
once criticized
criticized for its
its micromanaging
micromanaging of the
Store. Now the problem
App Store. problem isis not
n o t too
much control, but too
much control, little.
too little.
"This kind
“This kind of thing just happens
happens any time aa
platform is successful,”
platform successful," said
said David
David Edery,
Edery,
chief executive
executive of Spry Fox,
Fox, aa small
small
software company that sells gamesgames in the
Store. “People
App Store. "People start flooding into
into it
it
and
and itit starts
starts to get crazy.”
crazy. "
The App Store offers more

more than 600,000
600,000
applications iPhones, iPads
applications for iPhones, iPads
and iPod Touches,
and M Touches, and
and has
has already
generated billions
billions in revenue
revenue for Apple and
and

SENSITIVE BUSINESS
HJC-APPLE-007732
its developers. That makes
its developers. makes it
it both
both the best
best
deal going
going for software makers
makers and
and
consumers,
consumers, and
and also a hulking
hulking target for
looking to manipulate
those looking manipulate the system and
and
cheat people.
people.
Apple declined
declined aa request for an
an interview,
interview,
said in a statement that it was
but said was working
security. It
to enhance security. It advised
advised customers
whose payment information had
paymentinformation had been
been
stolen to change their iTunes
stolen iTunes passwords
passwords
and
and to contact
contact their financial institutions.
institutions.
In the shadowy world of hacking,
hacking, it's
it’s often
often
unclear
unclear how
how criminals get iTunes
iTunes
passwords or credit cardcard information.
information. But But
the App Store,
Store, and
and Apple's
Apple’s broader iTunes
iTunes
Store, have
Store, have become
become playgrounds
playgrounds for illicit
illicit
transactions. And the Web is rife
transactions. rife with App
Store scams.
Store scams. On Chinese
Chinese online
marketplaces, like Taobao or DHgate,
marketplaces, like DHgate, some
sellers are offering
offering access to iTunes
iTunes
accounts for as little as
as little as $33.
$33· One seller on
DHgate, for instance,
DHgate, instance, has sold 56
has sold 56 iTunes
iTunes

SENSITIVE BUSINESS
HJC-APPLE-007733
accounts
accountsfor less
less than $35 each,
each, promising
promising
thousands of dollars in “credit.”
,G
credit. "
There are services that claim to generate

codes for iTunes
iTunes gift cards, and forums that
cards, and
explain use prepaid
explain how to use prepaid Visa cards to
get free App Store
Store purchases.
purchases.
The scale of the problem
problem is difficult to
Apple s cooperation,
gauge without Apple’s cooperation, though
though
there is Widespread
widespread anecdotal
anecdotal evidence,
evidence,
even Apple's o
even on Apple’s own site. On
w n site. On one Apple
GG.
support forum,
forum, a thread titled “iTunes
1Tunes
store account
store hacked, there are
account hacked,” "
are some
some
1,370 replies,
1,370 replies, starting
starting in November
November 2010
2010
and extending to Thursday.
and extending Thursday. Last
Last week,
week,
more
more than
than 100
1 0 0 people
people onon Twitter who said
said
they were iTunes users complained
iTunes users complained about
stolen funds.
stolen funds.
Last month,
Last Daniel Saewitz,
month, Daniel Saewitz, a
a 20-year-old
20-year-old
Syracuse University
Syracuse student, was charged
University student, charged
$81
$81 for purchases
purchases related
related to a
a Chinese
iPhone game.
iPhone game. He alerted Apple and
He alerted and
changed
changed his
his iTunes password. But
iTunes password. 24 hours
B u t 24 hours

SENSITIVE BUSINESS
HJC-APPLE-007734
later, he
later, said, his
he said, account was
his account was hacked
hacked
again.
again. In an an e-mail,
e-mail, Apple said it was
refunding
refunding Mr. Saewitz's money,
M r . Saewitz’s money, but
but added
added
that itit was
was making
making an exception its usual
exception to its usual
rules.
rules.
For
For developers,
developers, the scams can
can cause big
big
headaches,
headaches, eating
eating up resources and
resources and
damaging
damaging their reputations.
reputations. Several
Several game
makers China, where many of the hacks
makers in China, hacks
appear to originate, said they had
originate, said had lost
lost
hundreds
hundreds of thousands of dollars because
because
of fraud.
fraud.
Hoolai Game,
Hoolai Game, a a Beijing-based
Beijing-based developer
that introduced
introduced an an iPhone
iPhone app last
last year,
year,
looked at its
looked monthly payments
its monthly payments from Apple
and
and found that they were were roughly
roughly 20
20 to 50
50
percent less
percent less than the sums u m of the daily
reports it gets from the company.
reports it company. Hoolai
Hoolai
and
and others say they believe
believe these missing
missing
payments are
payments are fraudulent transactions that
are wiped out by Apple.
Apple.
More
More troubling for developers is that

SENSITIVE BUSINESS
HJC-APPLE-007735
consumers
consumers whose accounts
accounts have
have been
been
improperly charged often
often blame
blame the game
makers.
makers. The reviews
reviews in the App Store
Store for
Kingdom Conquest, from the Japanese
Kingdom Conquest,
game giant Sega,
Sega, include
include dozens from
incensed
incensed users
users who accuse Sega of robbing
accuse Sega robbing
them. Sega, which first noticed
them. Sega, noticed aa burst of
fraudulent transactions last summer,
summer, is still
still
problem, according
working on the problem, according to Ben
Ben
Harborne, a
Harborne, a brand
brand manager at the
company.
company.
"
We are very worried about reputation,”
reputation,
,G
“We
said
said JJian Huang, the president of Hoolai,
ian Huang, Hoolai,
hopes to introduce
who hopes introduce aa game
game in the
United States later
United States year. “We
later this year. "We have
have no
no
way toto tell the customer
customer that we're
we’re victims
too.
too.”"
One successful
successful American game developer,
developer,
who spoke on condition of anonymity for
fear of retribution
retribution by Apple,
Apple, said
said he
he started
started
to notice
notice discrepancies in payments
payments last
last
sunlnler. said his
summer. The developer said his team had
had

SENSITIVE BUSINESS
HJC-APPLE-007736
sent multiple
multiple e-mails
e‐mails to Apple,
Apple, but that it
had nnot
had addressed whether the missing
o t addressed missing
payments werewere a result of fraud.
fraud. Over the
last year, the gap has mill ions
amounted to millions
has amounted
of dollars,
dollars, according
according to internal
internal documents
provided by the developer.
providedby developer.
little action
With little Apple, some
action from Apple, some
affected
affected developers have
have banded
banded together.
together.
Chinese developer,
One Chinese developer, CocoaChina,
CocoaChina, has
has
created an antifraud alliance of roughly aa
an antifraud
dozen developers.
developers.
While many of of the affected
affected consumers and and
developers said
said they did
did not
n o t blame
blame Apple
for their misfortunes,
misfortunes, nearly all all said
said the
company could
could be be more
more responsive,
responsive, andand
noted
noted that itit lacked
lacked even
even aa dedicated
dedicated phone
phone
line to deal with complaints.
line complaints.
"Apple wants to pretend
“Apple pretend that everything
everything is
magic,"
magic,” said
said Alex Stamos,
Stamos, co-founder
co‐founder of
iSEC Partners, a security firm.
iSEC Partners, firm. "They need
“They need
to admit that their products
products can
can be
be used
used by
bad people
bad people to do
do bad things. "
bad things.”

SENSITIVE BUSINESS
HJC-APPLE-007737
One problem,
problem, MMr. said, is that
r . Stamos said,
iTunes
iTunes customers use use a single account and
and
password to access all
password all Apple services.
services. For
For
example, same login
example, the same login can
can be
be used
used to
download
download aa $1
$1 game
game or buy aa $$2,000
2,000
laptop through the Apple Store app.
laptop He
app. He
said
said that Apple could
could adopt a two-step
method like
verification method like Google's. For
Google’s. For
example,
example, if a user
if a user wanted to log
log in to the
iTunes store on aa new device,
iTunes device, Apple could
could
send
send aa message
message to his iPhone containing
his iPhone containing aa
code,
code, which hehe would enter
enter to verify his
his
identity.
identity.
Some App Store problems
problems are the fault of
the developers themselves - ‐ including
including
those who makemake itit harder for consumers
consumers toto
trust the store by cheating
cheating the system.
system. The
easiest ways to fifind
n d new
n e w apps are Apple's
Apple’s
Top 25 lists for different categories,
25 lists categories,
including most downloaded.”
downloaded." But But some of
GG
including “most
those downloads may not n o t be
be generated
generated by
real people.
real people.

SENSITIVE BUSINESS
HJC-APPLE-007738
Walter Kaman,
Kaman, an an independent
programmer, said
programmer, said he
he was disheartened by a
was disheartened a
phone
phone callcall from aa service that offered
offered to
put
p u t his
his game in the Top 25. 25· He said
said the
promoter,
promoter, whom he declined to name
he declined name so
so as
as
not
n o t to attract
attract clients to the service, had
service, had
hired someone to build
hired someone build an army of software
"bots " that automatically download
“bots” download apps
and
and drive up their rankings.
rankings. The company
wanted $5,000 for this service,
service, said
said Mr.
M r.
Kaman, who declined.
Kaman, declined.
Mr. Edery of Spry Fox said
M r . Edery said his
his company
was approached
was approached in October by aa fi firm
r m called
called
GTekna, which offered to push
GTekna, its apps into
push its into
25 for $$10,000.
the Top 25 10,000. Chang-Min
Chang-Min Pak, Pak,
GTekna's chief executive,
GTekna’s executive, said
said in anan
interview this week that it stopped
stopped offering
offering
such
such aa service because
because Apple reminded
reminded
developers in February that it it was not
not
allowed.
allowed.
Then there are the customers who have
have
been tricked into
been downloading apps that
into downloading

SENSITIVE BUSINESS
HJC-APPLE-007739
are n
not
o t what they seem to be.
be. Apple has
has
strict guidelines for developers,
developers, and
and it
it has
has
tools and
and human reviewers to screen
human reviewers apps.
screen apps.
But
B u t bad
bad ones do
do slip through.
through. One $2$2 app,
app,
example, promises extra virtual coins
for example,
for people
people playing
playing the game DragonVale.
DragonVale.
But
B u t when customers download
download the app,
app, no
coins appear.
appear. The app has has received
received dozens
of one-star
of one-star reviews customers
reviews from customers
complaining that it is
complaining is aa seam and should
scam and should be
be
removed.
removed.
John Casasanta, owner of
John Casasanta, of the iPhone
iPhone app
studio Tap Tap Tap,
Tap, said
said the issue
issue of
developers manipulating
manipulating the App Store Store
remained unaddressed. “Apple
G,
remained largely unaddressed. Apple has
has
been doing
been doing the barest minimum
minimum to keep keep
these things under control,
control, because
because from
their perspective,
perspective, there's
there’s simply n not a
ot a
problem, Mr.
problem,” "
said.
M r. Casasanta said.

SENSITIVE BUSINESS
HJC-APPLE-007740
Begin
From:
Subject:
Subject: Fwd:
Subject:
From:
Date:
Fwd: App Store
To::
To
Date: Wed,
Begin forwarded
F
Cook"
From: "Tim Cook'
Wed, 10
Subject: App Store

Store Problem
"Cue Eddy"
"Cue E d
10 Oct 2012
forwarded message:
message:
r
Store Problem
Date: October 9,
Date:
o
Problem
_ Confidential
"Philip S
dconfidential
_, "Philip
00:33:15 +0000
2012 00:33:15
Confidential
Problem
9, 2012 3:06:05 AMPDT
AM PDT
+0000
m
y ' c h
Schiller"
‑
i l Confidential
l e r ' _
T
TO: o
Confidential
‑
Dear
Dear Mr.
Mr. Cook,
Cook.
Il was hoping
hopin,' you
ou might
mi u t be able to stimulate
be able stimulate the resolution
resolution of a a problem
nroblem in the
the Mac app store.
Mac app store.
My app,
My app Confidential was approved for
was approved for sale
sale on
on the
the
app store
app store on
on September
eptem-er 13th.
13- . Thee problem
p r o em isISthat
at thee app is virtually invisible
[5Virtually on the
invisible on store
the store
because searching for
because searching f o rit by keyword
keyword or even
even by name
name yields no no results.
results.
I've gone through the

I've gone the proper channels andand have
have been told
told that the iTunes
iTunes Connect team
team is
is
"diligently working
working to
to resolve
resolve this issue"
issue" however
however the problem
problem was reported on September 17th
reported on 17th
and
and there has
has apparently been
been no status updates
no status updates or visible
visible progress since then.
progress since then.
This issue
issue has
has turned what would have
have been
been aa big
big launch
launch opportunity for our cocompany
n a n and
and
software into
sofiware non-event. At
into aa complete non-event. rate we
this rate
At this be better
may be
we may p u l l i n g fi
01? pulling Confidential
better off
from the app
app store
store and going
going back to selling directly from our
to selling our web site.
site, where wewe sell many
many
times more
more copies per day and
and aren't limited by sandboxing
limited sandboxing and and other app store rules.
app store rules.
I'm
I'm hoping
hoping that you are
are willing
willing to
to intervene
intervene and increase
increase the
the priority
. riority of resolving
resolving this
this problem
believe is
which I believe is a matter fixing
simple matter
a relatively simple fi x i n ‐ n n y
Confidential the search index.
entry in the index.
Going without the increased
Going sales from being
increased sales being on the app
app store
store has
has been an unexpected
been an unexpected blow to
our small company.
our company.
It may be relevant that Confidential is. I believe. the| Confidential |to be sold on the ann
store. Confidential
Confidential
Sincerely,
Confidential
Confidential
-- SENSITIVE
HJC-APPLE-007767
Confidential
Confidential

SENSITIVE BUSINESS
HJC-APPLE-007768
Subject: Fwd:
Subject: Fwd: App Store
Store Search
Search Changes (iOS)
Changes (iOS)
From: "Philip Schiller
From: "Philip Schiller"11 Confidential
Received(Date):
Received(Date): Fri, 06 Nov 2015
Fri, 06 03:24:39 +0000
2015 03:24:39 +0000
To::
To Cue"
"Eddy Cue" Confidential Fischer"
. "Matt Fischer"
1 Confidential I,"Phillip Shoemaker"
"Phillip Shoemaker"
1 Confidential L"Ron Okamoto"
"Ron Okamoto"‐ Confidential 1. "" C.K.
CK.
mm '
Haun" Confidential
Cc:
C c: "Greg Joswiak"
"Greg Joswiak" Confidential
Confidential "Brian Croll"
, "Brian Croll" Confidential
Confidential
Date:
Date: Fri, 06 Nov 2015
Fri, 06 2015 03:24:39+0000
03:24:39 +0000
FYI
F YI
Begin
message:
From:
From: Confidential
Confidential
Date:
Date: November
November 5,2015 at 7:32:41
5, 2015 at 7:32:41 PM EST
EST
To: Philip
To: Philip Schiller Confidential
Subject: App Store

Subject: Store Search
Search Changes
Changes (iOS)
(iOS)
Phil,
Phil,
The App Store

Store Search changes
changes introduced
introduced earlier this week made
made finding quality apps even
apps even
harder than it was.
harder was. As you know,
know, most
most non-VC
non-VC backed companies that are
backed companies are trying
trying to make
make money
selling apps,
selling apps, do
do rely on
on search for app
app discoverability.
discoverability. The app economy is
app economy such, that it is
is such, is not
possible to advertise
possible advertise your way into
into profits,
profits even
even at scale. Quick and relevant
at scale. relevant search is
is vital.
vital. It's
It‘s
never been
never been perfect,
perfect, but
but the latest
latest changes made
made bad worse. Here's
bad situation worse. Here's an example:
an example:
Consider TTweetbot fforr Twi

Twitter.r. As know. this isis an
As you may know, an incredibly popular
popular and well made
made
app. If
app. if you go
go to
to the
the App Store
Store on on your iPhone and search
iPhone and search for "twitter",
"twitter", Tweetbot never
never shows
shows
up. apps that do
up. The apps do show up
up now, often times have
now. ofien have nothing
nothing to do with Twitter,
to do Twitter, for example.
example,
emoji
emoji apps,
apps, wallpaper apps
apps etc.
etc. Further,
Further, the apps
apps that do
do appear at at the
the top, are often
top, are abandoned
often abandoned
apps that are
are no
no longer
longer maintained,
maintained, for example.
example, meets;
Tweeter (at #10).
#IO). This is a horrible
is a app, with
horrible app.
horrible
horrible ratings
ratings that hasn't
hasn‘t been
been refreshed 2008.
refreshed since 2008.
This is obviously just one example,

example, but
but it demonstrates the essence
essence of
of the
the problem.
problem.
apps have
Our apps have literally been obliterated from search.
search. We
We used
used to
to rank high
high on
on our target
target search
terms,
terms. and we
we have
have been updating
updating our apps
apps regularly
regulme for the
the past
past 77 years. These recent
years. These recent App Store
App Store
changes have
changes have effectively put
put us
us out
out of business, overnight.
business, ovemight.
Regards,
Regards,

SENSITIVE BUSINESS
HJC-APPLE-007816
Confidential
Confidential

SENSITIVE BUSINESS
HJC-APPLE-007817
Subject: Sad iOS
Subject: iOS App Developer
Developer
From:
From: Confidential
Confidential
Received(Date): Tue, 03
Receivetl(l)ale): Tue, 03 Oct 2017
2017 14:58:35
I4158235 +0000
+0000
To
To:: Confidential
Confidential
Date: Tue, 03
Date: Tue. 03 Oct 2017
2017 14:58:35
14:58:35 +0000
+0000
Hi Mr. Cook,
I'm ~confidet one of two guys who left Confidential

Confidential We raised
money and built a product people seem to be getting excited about!
Unfortunately, we have a problem. In the iOS App Store, searches for Confidential
Confidential ~and other variations and and exact matches do not show our product in the
first ~100 results. I've written to developer support multiple times, and while they are
responsive, nothing changes in the result queue. I understand that your algorithm
weights different factors, but for an exact match to (effectively) be absent is very
surprising and upsetting.
We o n
We went to #1 on Confidential two _
two weeks ago and and have
have had but every
attention, but
had some attention,
exposed to new
time we get exposed new users,
users, we hear
hear "we
"we can't
can‘t find your app
app on the
the App Store."
Store."
Providing a
Providing a direct link doesn't seem
seem to help
help ‐- people
people use
use the App Store
Store to find apps, and
find apps, and
an app
if an app isn't
isn't discoverable,
discoverable, it simply
simply will not
not be
be found, downloaded,
downloaded, and
and adopted.
adopted.
I'm writing to you

I'm you because
because this going
going to kill
kill our startup.
startup. We believe we're really
We believe really
innovating - building
innovating building an
an app that provides
provides value inin a
a new
new way. But we simply cannot
way. But cannot
succeed if we can’t
succeed can't be
be searched
searched on your store.
store. This is sad for us,
is sad us, but also sad
but also sad for the
iOS ecosystem.
iOS ecosystem.
reading,
Thanks for reading,
Confidential
Confidential

SENSITIVE BUSINESS
HJC-APPLE-008115
Subject: Re:
Subject: Re: Warren arguments
arguments
From: "Kristin Huguet" Confidential
Received(Dale): Tue, 12 Mar
Mar 2019
2019 20:49:10 +0000
20:49: I0 +0000
To: "Steve Dowling" Confidential
Date: Tue, 12
Date: Tue, 12 Mar
Mar 2019
2019 20:49:10
20:49: [0 +0000
+0000
Agreed on all.
all.
O n 12,
On Mar
Mar 2019, a
12, 2019, t PM,
at 1:48
1:48 D o w l Confidential
Steve Dowling
PM, Steve i n g _wrote:
ate:
I agree
1 agree with your points
points but
but I also
also don’t
don't want our
our arguments
arguments to get too
too narrow.
narrow. We should
should just
point out what Warren and
point out and the
the press aren't thinking
press aren’t thinking through -
‐ and counter or anticipate
and counter anticipate their
arguments:
arguments:
We are not a
We are a monopolist -
‐ that's
that‘s shown by
by market
market share -
‐ despite
despite our size
size
The App Store

Store has
has created i2m
j ojobs
b s in every state
state (how many
many in MA?
MA? IA?
IA? NH?)
NH?)
How dodo we
we handle competition with our own apps?
handle competition apps? We don't do
We don‘t do things like
like pushing
pushing down
down
results, etc., as
results, etc., Google (one
as Google (one of
of her real
real targets)
targets) has
has
etc.
etc.
So, I think this is more

So, more of
of a
a legal argument than an
legal argument an App Store issue.
App Store issue.
O n 12,
On Mar
Mar 2019, a
12, 2019, t PM,
at 1:34
1:34 PM, Kristin H u g e Confidential
Kristin Huguet r ‐ n o t wrote:
e :
We'll
We‘ll work through it but just an
butjust an FYI.
FYI...
Begin
message:
From: Kristin
From: Kristin Huguet
Huguet Confidential
Subject: Re:
Subject: Re: Warren
Warren arguments
arguments
Date: March
Date: March 12.
12, 2919
2019 at 1:22:39
1:22:39 PMPM PDTPDT
To: Tammy Levine
T0: Tammy Lew'ne Confidential
Cc: Fred
Cc: Fred Sainz
Sainz _, Confidential , Tom
Tom Neumayr
Neumayr <_
<_
Confidential
Confidenth
Tammy,
Thanks Tammy,
I feel like
like the first 33 out
out of
of 4 of
of these are wrong.
these are wrong. Because
Because we dodo have
have native
native apps, don't think
apps, I don‘t
we
we can say our appsapps don‘t
don't come
come pre-loaded
pre-Ioaded and you can’t
can't remove
remove them. The reason
them. The reason our
aren't on the app
services aren‘t app store
store is because of the
because of the native apps.
native apps.
I think we're
we’re better served looking at the
looking at success of
the success of developers
developers and
and the
the thriving
thriving businesses
businesses ifs
it’s
created.
created.

SENSITIVE BUSINESS
HJC-APPLE-011034
O Mar n
On Mar 12, 9a
2019,
12, 20I , tPM,
at 12:20
12:20 P Tammy
M Levine
L e v i n ewrote:
wrote: Confidential
Hi Fred,
Hi Fred,
Further to Dowling‘s
Further Dowling's comments about being
being prepared
prepared for the Elizabeth
Elizabeth Warren,
Warren. below
initial arguments in support of the App Store.
are some initial Store. LMK next
next steps
steps and
and how
how II can
can
further.
support further.
not monopolistic
Apple is not monopolistic
·- The App Store

Store gives users more choice,
users more not less
choice. not less because
because Apple apps
apps are not pre‑
are not pre-
loaded on the iOS.
loaded iOS.
-· Users
Users have
have the freedom to individually
individually select which
which apps
apps they wish
wish to download
download
from the App Store.
Store.
-· Apple Apps pass

pass through the same review and
and approval process as all
approval process 3rd party
all 3rd party
apps.
apps.
Many Apple services

services such as Apple Music
such as Music and
and Apple News
News are
are not on the App
not on
Store.
Store.
The App Store

Store is vast, and thrives as a result
vast, diverse and result
-· Apple apps
apps represent
represent 0.0001
0.0001%
% of all
all apps on the App Store
Store (311
(311 of 2 million).
million).
·- The App Store does not

Store does not subordinate the exposure
exposure of 3rd
3rd party apps.
apps.
-· If Apple apps are featured in

are featured in App Store
Store marketing,
marketing, itit is for their quality,
quality, relevance
relevance
and appropriateness.
and appropriateness.
Expanding App Store

Expanding Store software
software download guidelines could harm
guidelines could harm
consumers (store
consumers (store within a store)
within a store)
·- The App Store is the single
Store is single safest way to protect
protect consumers
consumers that are downloading
downloading
software.
software.
-· Downloading
Downloading unverified
unverified software
software outside of the App Store introduces risk to
Store introduces
consumers, and
consumers, and is
is therefore
therefore not
not allowed.
allowed.

SENSITIVE BUSINESS
HJC-APPLE-011035
We may
may also
also want to note that the obvious alternative
to note alternative to Apple releasing
releasing its
its apps
apps via the
Store is
App Store is to pre-load
pre-load the software on
on the products
products in the iOS.
iOS. This approach
approach would
clearly be
clearly even more
be even more problematic.
problematic.

SENSITIVE BUSINESS
HJC-APPLE-011036
Subject: Default
Subject: apps in iOS,
Default apps iOS, iPadOS
iPadOS issue
issue
From:
From: Confidential
Confidential
Received(Date): Tue, 18 Jun 2019
2019 13:55:02 +0000
13:55:02 +0000
To::
To Confidential
Confidential
Date: Tue, 18
Date: Tue, 18 Jun 2019
2019 13:55:02+0000
13:55:02 +0000
Iii
Hi Cra ig,
Craig,
I1am
am very excited about
about iPadOS.
iPadOS. Great work to you and
and your whole team for putting
putting this
this
together.
together. Yay! That, files app
Yay! That, app and
and the app
app switching
switching is just too
isjust too good.
good. My favorite
favorite is the
the small
keyboard
keyboard on iPadOS.
iPadOS. Thank you so so much!
much! I've one more
I've one more request.
request. Please
Please think about this one
one too.
too.
Everyone
Everyone cancan change default email and and browser
browser apps
apps on their MacOS
MacOS butbut why can't they choose
choose
it on the iPhone
iPhone and iPad?
iPad? All my emails and browsing
my emails browsing history are not available
history are available on my
my iPhone
iPhone
and iPad
iPad because of this issue.
because of issue. I've trying to get some help
I've trying help on this for 10
10years without any
resolution.
resolution. You agree
agree that it is
is very important
important have
have consistency for a
a pleasant experience.
experience. It is
is
one of the
the top Lund's
Lund's usability maxim
maxim as as well.
well.
suggested bv your support team, I've

As w I've removed
removed the app on
the default email app on my iPhone/iPad,
iPhone/iPad, soso
every-time I accidentally click on an
an email link,
link, it takes me to the
meto app store
the app store to
to download thethe
app. There
email app. There are
are many times you cannot even copy the email address
address and soso it takes a long
takes along
and painful
painful procedures just to email someone.
proceduresjust someone.
After more
more than 1010years and
and persuading
persuading many-many people
people to switch
switch over to iPhones,
iPhones, I had
had to
to
finally give
give up
up last
last January and
and move
move to
to android just because
because I wanted toto use "3rd-party" email
use "3rd-party“ email
app by default on
on my
my iPhone.
iPhone. I can
can deal with that,
that, but
but I1really do
do not want to give
give up
up my
my iPad
iPad for
just this request.
request.
Can you please

Can please look into and provide
into this and a way to
provide a and browser
to change default email and apps on
browser apps on
iPadOS at least.
iPadOS at least. II think itit will make
make many many many customers
customers very very happy.
happy. Please!
Please!
Thanks,
Thanks.
Confidential

SENSITIVE BUSINESS
HJC-APPLE-011074
Subject: Default
Subject: Default App Policy
Policy
From:
F mm: Confidential
Received(Date): Thu, 15
Received(Dale): Thu. IS Aug
Aug 2019
2019 15:55:50 +0000
15:55:50 +0000
To::
To Confidential "Craig Federighi"
"Craigrederighi" Confidential
Date: Thu, 15
Date: Thu. IS Aug
Aug 2019 15:55:50
15:55:50 +0000
+0000
Hello Gentleman,
Hello Gentleman,
I have
have been a
a long
long time Apple products
products user.
user. My family loves
loves the
the Apple products
products and
and the
the
incredible
incredible value they add to
to our day to
to day lives.
lives.
One thing
One thing that I strongly believe
believe Apple can improve
improve asas far as
asthe
the iphone\ipad
iphone\ipad user
user experience
experience is
is
concerned is letting
letting the users
users choose their default apps.
apps.
At this time there are

are so
so many apps that Apple provides out of the
provides out the box which have great
have great
alternatives
alternatives on the appstore. To name
the appstore. name aa few:
few.
Mail
Mail Client, Music. Reminders,
Client, Apple Music, Reminders. Apple
Apple Maps, SIRI, Messages,
Maps, SIR], etc.
Messages. Camera etc.
If
If Apple believes
believes that they make
make the
the best apps
apps in the respective
respective categories why not
not let
let users
users
choose what they feel is
choose is the best. At this
the best. this point I cannot
cannot have Google Maps
have Google as my default maps
Maps asmy maps
app, or I cannot slide
app, slide left
left on lock screen andand launch
launch Halide
Halide Camera app
app instead
instead of default
camera.
camera.
I ama
am a big
big time advocate of freedom of choice.
choice. And I feel there is some
some scope
scope of improvement
improvement
for Apple with its app policy.
its default app policy.
Thank you again

again for making
making such wonderful products.
products.
Confidential
Confidential

SENSITIVE BUSINESS
HJC-APPLE-011075
Subject: Re:
Subject: Re: Next steps on
Next steps on Apple
Apple & Baidu
Baidu partnership
partnership
From: "He,Helen" <
From: "Heflelen" Confidential
Received(Date):
Received(Dale): Wed, 03 Jun 2015
Wed, 03 2015 04:31:25 +0000
04:3 I :25 +0000
To::
To "Brian C
Croll" r o Confidential
l l " ‑
Cc: "YeeWee Koh"
Cc: "YeeWee Koh" _ Confidential ""Fang.Yimin"
-,l , ‘ 'u'1"
Confidential ,"Daniel
"Daniel Suen"
sum" ‐ " Confidential
p h ,"Phil
u
Sch1iller
Sc er"" I Confidential
Date:
Date: Wed,
Wed. 0303 Jun 2015 04:31:25
2015 04:3 I 125 +0000
+0000
Brian*
Bn‘an‘
itIt has
has been
been a while since
since my colleagues and
and II visit you Apple's campus.
you at Apple's campus. II will
will be travelling
travelling in Bay Area
in Bay
with my
with my colleagues
colleagues during
during the
the week
week of
of June
June 22nd
22nd and and would
would like
like to meet you
to meet you for
for foliow-up
follow-up discussion.
discussion.
iI would appreciate
appreciate if you could
could let
let me
me know
know your preferred
preferred time
time of June
June 22nd
22nd week.
week. My colleagues
colleagues and
and II
are looking
are looking forward
forward to seeing you
to seeing you again.
again.
Regards,
Regards.
Helen
Helen
F r oTimmCook
From: mrlncook‑ Confidential
Date: Wednesday.
Date: Wednesday, August 6,
6, 2014 at 3:47 AM
AM
To:: --u.Romn-‑
To "Li,Robin" Confidential
Cc: HAIWEN
Cc: HAIWEN HE
HE ‐. Confidential , Phil
Phil Schiller Confidential , Bn‘an
BMan
C
Croll r oConfidential
l l _ , YeeWee
e e " e e Kohl
o h
Confidential ‑
Subject: Re: Next
Subject: Re: Next steps
steps on Apple & Baidu
Baidu partnership
partnership
Robin,
Robin.
Thanks for visiting with me.

me. i'd
I'd like
like Apple
Apple to have
have a deeper relationship
relationship with Baidu and
with Baidu and II think some
some of the
the
items below are
items are great starts.
starts. Here
Here isis the
the status of a
a few of the items:
items:
1.
1. Search Both iiOS8
Search - Both and Yosemite
0 8 8 and Yosemite will
will include
include Baidu
Baidu as the default search engine. Both
search engine. Both operating
operating
systems are
systems are available
available asas a
a developer
developer release
release today and will
today and will become
become available
available to our customer
to our customer base
base in
in the
the
Fall.
Fall.
2. input
2. Input method-
method- iiOS8 enable Baidu
0 8 8 will enable Baidu to have
have significant capability with extensions, such
with extensions. as Baldu's
such as Baidu's
input method.
input method.
3. Map
3. Map App- Eric
Eric Albert from Eddy Cue's
from Eddy team is
Cue‘s team is in
in China
China this week and
and I've
I've asked him to contact you
asked him you to
to
begin an
begin an investigation.
investigation. Please
Please put
put him
him in
in touch
touch with the person on
the right person on your side
side and
and we will
will assess
assess this
this
opportunity.
opportunity.
-- SENSITIVE
HJC-APPLE-011083
4. APP Review
Review Fast can set up a
Fast Track- We can a process
process where Baidu
Baidu could
could send
send us a beta
us a beta app
app for review
review
and this can
and can often
often speed up
up the process.
process.
I'm assigning
I'm assigning two key contacts
two key contacts for Baidu and both
Baidu and both of them
them can
can help
help manage
manage through
through Apple:
Apple: YeeWee
YeeWee Koh
Koh
from our Beijing
from Beijing office
office and
and Brian
Brian Croll
Croll from
from Cupertino. Both are
Cupertino. Both are a
a part
part of Phil's
Phil's team.
team. YeeWee
YeeWee will
will
engage Brian
engage Brian where needed
needed and
and II am asking both of them
asking both them to reach
reach out and
and introduce
introduce themselves.
themselves.
Finally, we
Finally. are looking
we are looking at your positioning
positioning service.
service.
Best,
Best,
Tim
11m
On Jul 25.
On Jul at 11:42
2014. at
25,2014, AM, LLRobin
11:42 AM, Li,Robin - _ wConfidential
r o t wrote:
e :
Tim.
Tim,
IItt was great tto catch u

o catch upp with
with you morning
you this m and
orning a n d find
fi n d we
w e share
share many common
common views.
views.
lI want to make
make sure
sure that we follow up on some
some of the ideas
ideas we discussed.
discussed. Specifically,
Specifically, It
It would
would bebe
make progress
great to make progress in the
the following
following five areas
areas of cooperation. Please designate
cooperation. Please designate someone
someone on
contacting person.
Apple side as the contacting person. OnOn Baidu side. our chief strategy officer Helen
Baidu side, Helen He
He will
will serve
serve
as the
as the point
point of
of contact.
contact.
1.
1. Search: Baidu
Search: Baidu has the
the best
best and
and most popular Chinese
Chinese search engine.
engine. It would be great to set
Baidu as the default search
Baidu search engine search. mobile search
engine (browser default search, search APP)
APP) ffor
o r all
all Apple
Apple
devices in China.
devices China.
2.
2. Input Method:
Input Method: Baidu
Baidu has
has the best
best and most
and m popular Chinese
o s t popular Chinese input
input method(particularly
method(particularly among
among
Apple users). It would
Apple users). would be
be great to set Baidu
Baidu IME
IME as the input methods ffor
the default input o r all
all Apple devices
Apple devices
in China.
China.
3.
3. Map APP: It would
Map be great to set
would be set Baidu
Baidu Map
Map APP as
as the default mapping
mapping application
application for
f o r (or
(or
pre-install in)
pre-install in) all
all Apple China.
Apple devices in China.
4.
4. Positioning Service:
Positioning Service: II recommend
recommend Apple to use
use our positioning
positioning API are the
API as we are the most
most
popular, most
popularI accurate. and
most accurate, and most
most reliable one in China.
reliable one China.
5.
5. APP Review
Review Fast
Fast Track:
Track: Baidu
Baidu ofiers
offers many
many services
services to Apple users
users in the form
form of ms
iOS APPs.
APPs.
It would be great to set up a fast track for the review
would be review process
process for Baidu
Baidu APPs.
APPs.
Beside tthe
Beside above, Apple
h e above. Apple aand Baidu have
n d Baidu have many other mutually benefiting
benefiting cooperation
cooperation
opportunities, such as integrating
opportunities. integrating Baidu's
Baidu's leading
leading Chinese
Chinese voice
voice recognition
recognition technology into
into Siri,
Siri.
Siri uses
Slri uses us as the backflll
backfill search
search engine,
engine, and utilizing Baidu's personal
utilizing Baidu's personal cloud services
services inside
inside
China. II look forward
China. forward to a long
long and
and fruitful
fruitful relationship
relationship between
between our companies.
companies.

SENSITIVE BUSINESS
HJC-APPLE-011084
Robin
Robin

SENSITIVE BUSINESS
HJC-APPLE-011085
Subject: Re:
Subject: Re: Reuters: to introduce
says to
Reuters: Opera says introduce faster browser
browser for iPhone
iPhone
From: "Phillip Shoemaker"
From: "Phillip Shoemaker" Confidential
Received(Date):
Received(Dale): Wed,
Wed, 10
10 Feb
Feb 2010
2010 16:12:32 +0000
10:12:32 +0000
To::
To "Natalie Harrison"
"Natalie Harrison" Confidential
Cc: Schiller" I
Cc: "Phil Schiller" Confidential 1, "Greg
"Greg Joswiak"
Confidential ,"Eddy
,"Eddy Cue"
Cue" 12: 1 "Ron
"Ron Okamoto"
Okamoto"
Confidential 1,"Katie Cotton"
J'Katie Cotton" Confidential I, "Natalie
"Natalie
Kerris"
Kerris" , _Confidential
- T r u1,"Trudyd y Muller"
Muller" Confidential
Date:
Date: Wed,
Wed, 10
IO Feb
Feb 2010
2010 16:12:32+0000
16:12:32 +0000
It is
is unlikely that this Opera release
release is
is using
using our webkit,
webkit. which isis required
required for all
all browsers
browsers on on our
platform.
platform. Usually
Usually we give non-compliant
we give non-compliant browsers
browsers aa quick rejection,
rejection, but in this case I'll
this case I'll bring
bring it
to the ERB
ERB when the app app gets submitted (and
gets submitted (and give PR
PR a a heads-up).
heads-up).
On Feb
On Feb 10,
I0, 2010, at 7:
2010, at 7:111I AM,
AM, Natalie
Natalie Harrison
Harrison wrote:
FYI
FYI Opera Mobile
Mobile has
has issued
issued aa press
m e g release
release inviting
inviting media to see
see 'an exclusive preview of Opera
'an exclusive
Mini
Mini for iPhone'
iPhone' at Mobile
Mobile World Congress.
Congress. They claim the browser
browser is up
up to six times
times faster than
than
Safari and
Safari and can
can cut
cut data traffic by up
up to 90 percent.
percent.
Opera co-founder Jon von Tetzchner says:

says: “We
"We have
have not submitted it yet to
to the Apple
Apple App Store.
Store.
However,
However, we
we hope
hope that Apple
Apple will not
not deny their users a choice
users a choice in Web
Web browsing
browsing experience."
experience."
Reuters
Reuters
Opera says to introduce

introduce faster browser for iPhone
iPhone
http://www.reuters.com/article/idUSLDE6190JO20100210
hmzl/www.regters.Qm/article/idUSLDE6l901920100210
Wired
Opera Mini on iPhone

Mini on iPhone Next
Next Week
http://www.wired.com/gadgetlab/2010/02/overa-mini-on-iphone-next-week/
hr ://www.wi ml /2010/02/ -mini n-i hon next-week]
PC World
PCWorld
Opera to
to Reveal
Reveal Alternative
Alternative IPhone
lPhone Browser
Browser Next
Next Week
http://www.Dcworld.com/article/188990/overa
://www rI ' I ”88990! r to reveal
rev alternative
rn tiv iphone
i h n browser
b r next
n x week.html
khunl
Natalie Harrison
Natalie Harrison
PR
iPhone PR

SENSITIVE BUSINESS
HJC-APPLE-011207
mobile:
mobile: Confidential
| Confidential
www.apple.com
www.gggle,com
-- SENSITIVE
HIGHLY CONFIDENTIAL ‐- SENSITIVE BUSINESS
HJC-APPLE-011208
Subject: Re:
Subject: Re: Facebook and
and Apple
Apple
From: "Steve Jobs"
From: "Steve Jobs" Confidential
Received(Date):
Received(Dale): Fri, 09 Apr 2010
Fri, 09 00:35:58 +0000
20l0 00:35:58 +0000
"Ron 0
To:: "Ron
To k a m o t o
Okamoto" Confidential ' _
Cc:
Cc: "Scott Forstall"
Forstall" I Confidential ,"Philip Schiller"
,"Philip Schiller"
Confidential
Confidential
Date:
Date: Fri, 09 Apr 2010
Fri, 09 00:35:58 +0000
2010 00:35:58 +0000
I'd
I'd suggest we just cut Joe o
off
f f from now on.
On Apr 8,
On 8, 2010,
2010, at
at 5:25
5:25 PM,
PM, Ron Okamoto wrote:
Ron Okamoto
Steve, Scott
Steve. and Phil,
Scott and Phil,
Some additional
additional background:
background: Earlier
Earlier today Joe spoke to the
Joe spoke the press and was critical of
press and of our new
PLA and Objective
PLA Obj ective C.
C. I called Ethan
Ethan Beard and Henry
Beard and Henry Moissinac
Moissinac atat Facebook
Facebook andand told them we
we
were not
not happy with this because
because it was not the first time he's done this
he's done this and
and it does not publicly
reflect on our partnership.
reflect well on partnership. I reminded
reminded them that we do not
we do not have
have Apple employees blogging
Apple employees blogging
and talking
and talking to the press
press being critical about Facebook.
being openly critical Facebook.
sent me
Joe sent an email
mean email after the press story hit explaining
press story explaining why he
he was "upset".
"upset", and
and it looks
looks like
like Joe
Joe
has been
has been working on aa cross
cross compiler.
compiler.
- Here's a copy of
Here's a of the email
email he
be sent me:
me:
"Hi Ron,
Ron.
iPhone OS 4.0 looks

iPhone OS amazing and
looks amazing a n dI] really want to develop
develop for it.
it. That's why I was aa bit
bit upset
upset to
to
read
read that the
the updated agreement requires
updated SDK agreement requires writing apps directly in Objective-C/CH
writing apps Objective-C/C++ or or
JavaScript, banning
JavaScript, cross-compilers.
banning cross-compilers.
Last
Last time we
we met
met you
you asked that I contact you
you directly ifif I have
have an
an issue
issue with Apple,
Apple, and
and I
definitely have
have issue
issue with this.
this. It appears
appears to
to be
beaa purely strategic limitation at
limitation aimed straight at
Adobe.
Adobe. To accept this limitation
limitation you would have
have to
to convince yourself that Objective-C
Objective-C and
and
are the best programming
JavaScript are programming languages
languages available,
available, which I don't believe
believe they are.
are. A big
big
part
part of the reason
reason I stopped writing
writing iPhone
iPhone apps
apps is
is that I find Objective-C
Obj ective-C to be
be very unpleasant
to work with.
to with.
When last
last we
we met I was considering
considering developing
developing aa Facebook iPad app. The reason
iPad app. reason I decided not
not
to was because
because I wanted toto focus on
on my
my other proj ect, and my
project. my other proj ect was a
project a new UI
programming
programming language
language I'm developing which is cross-compiled
I'm developing cross-compiled to to high
high performance
performance C C and
and
Objective-C. I had
Objective-C. had planned
planned to
to use
use this language
language to
to make developing iPhone
make developing and iPad
iPhone and iPad apps
apps for
Facebook 8a much
much more and fun process.
more efficient and process. Frankly,
Frankly. I think the
the language
language I'm
I'm creating
creating is
is
leagues
leagues better than Objective-C,
Obj ective-C, so
so it's
it's unfortunate
unfortunate that you
you would stifle
stifle innovation
innovation in
programming languages
programming languages just to
to keep
keep crappy Flash
Flash ports out of the
ports out the App Store.
Store. Not all cross‑
Not all cross-

SENSITIVE BUSINESS
HJC-APPLE-011253
are going
compilers are going to produce
produce low quality apps.
apps.
I hope
hope that you and
and your peers
peers would be
be willing
willing to
to discuss this new policy and consider reasons
reasons
why it could do
do more
more harm to
to your platform
platform than good.
good.
- Joe
- Here's
Here's what was reported
reported earlier today:
Joe Hewitt
Hewitt vocal again.
again.
Silicon Valley Insider

Silicon
http://finance.yahoo.com/news/Facebooks-iPhone-Am)Maker-Is-siliconallev-
hmJ/financeyahoo.com/news/Facebooks-iPhone-AgpMaker-ls-siliconallg‑
3738774059.html?x==0&.v==2
3738774059. html?x=0 .v=2
Facebook's iPhone App-Maker Is

Facebook's iPhone "Angry" About Apple's New
[3 "Angry" New SDK
Nicholas Carlson, On
Nicholas Carlson, On Thursday April 8,
8, 2010,
2010, 4:47 pm
pm
Hewitt. the guy who made

Joe Hewitt, Facefik's very popular iPhone
made Facebook's iPhone aDD, is "angry"
gap, is "angry" about
about
changes Apple made
changes made today to it's
it's iPhone software developers' kit (SDK).
iPhone software (SDK).
Reached
Reached by email,
email, Joe told us
us he's "unhappy" about aa new
he's "unhappy" new rule
rule forcing developers to use
forcing developers one
use one
programming
programming language, Obj ective-C, to write iPhone
language, Objective-C. apps.
iPhone apps,
" So much
"So much for programming
programming language
language innovation on the iPhone
innovation on iPhone platform,"
platform," Joe
Joe tweeted
tweeteg earlier
today.
today.
He sent
sent us
us this passage
passage from the SDK:
SDK:
Applications
Applications may only useuse Documented
Documented APIsAPls in the
the manner
manner prescribed
prescribed by
by Apple and must
Apple and must not
not
use
use or call any private
private APIs.
APls. Applications
Applications must
must be
be originally written in Objective-C,
Obj ective-C, C,
C. C++,
0 + , or
as executed by the
JavaScript as the iPhone OS WebKit engine,
iPhone OS engine, and
and only code
code written in C.
C, C++,
C H , and
Objective-C may compile
compile and
and directly link against the Documented
Documented APIs (e.g.,
(e.g., Applications
Applications that
link to
to Documented
Documented APIs through an an intermediary translation or compatibility layer
layer or tool are
are
prohibited).
prohibited).
We asked Joe this makes

makes him
him "angry" (as he
"angry" (as he wrote in aa now deleted tweet), and he
tweet), and he explained:
explained:
Apple has always banned

has always banned "virtual
"virtual machine"
machine" languages,
languages, presumably for performance
performance reasons,
reasons,
which was understandable.
understandable. However,
However, there are
are an
an increasing
increasing number of cross-compilers
number of cross-compilers that
allow translating
translating from oneone language
language to Objective~C,
Objective-C, which allows
allows performance
performance to still
still be
be very
good while allowing
allowing developers to use a language
to use a language they prefer
prefer to Objective-C. Apple is now
to Objective-C. Apple is
banning
banning those as as well,
well, which means
means developers who don't enjoy working
working in Objective-C
Objective-C have
have no
no
choice if
if they want to
to write aa native
native iPhone app.
iPhone app.

SENSITIVE BUSINESS
HJC-APPLE-011254
Back on Twitter,
Twitter, 19;
Joe went on, "l‘m
mm gn, "Tin upset
upset because
because frankly I think Objective-C
Objective-C is
is mediocre and
mediocre and
was excited about using
using other languages
languages to make
make iPhone
iPhone development fun
fun again."
again."
We're tempted to wonder if if this change

change will make
make its
its platform
platform less
less popular with developers.
developers. But
But
we
we won't,
won't, because,
because, for better or worse,
worse, when a
a platform
platform can
can present so many attractive
present so attractive users
users the
the
way Apple's iPhone call, developers
iPhone can. developers tend to get in line
line --
‐ no
no matter
matter how much
much they don‘t
don't want to.
to.
From: Joe
From: Joe Hewitt
Hewitt Confidential
Date: April
Date: April 8.
8, 2010 4:53:58 PM
2010 4:53:58 PM PDT
PDT
To: Ron
To: Ron Okamoto
Okamoto ‐ Confidential , Scott Forstall
Forstall
Confidential
Subject: and Apple

Subject: Facebook and
Gentlemen,
Gentlemen,
I just received a call from a

received a a VP at
at Facebook asking me
Facebook asking metoto stop
stop making comments about
making critical comments about
your new SDK agreement
agreement in public.
public. They seem to be be worried that it night
might jjeopardize
eopardize
Facebook's
Facebook's relationship
relationship with Apple.
Apple. If so, that would be
If so, be unfortunate,
unfortunate, since
since my
my opinions are
opinions are
clearly my own and
my own and not
n o t Facebook's.
Facebook's.
Still, I am
Still, am sure you understand
understand why I amam being critical. I am
being critical. am aa computer programmer and you
are harming
are banning my craft. I love
my craft. love your products
products and Il have
have every reason
reason to
to believe
believe iPhone/iPad
iPhone/iPad will
dominate in the marketplace,
soon dominate so shouldn't I be
marketplace. so be upset
upset that aa huge
huge segment ofof the mobile
mobile
market
market will be
be discouraging
discouraging innovation
innovation in the field of
of programming
programming languages?
languages?
I am
am sure
sure your view is is that if
if you can stomp
stomp out Flash
Flash and Android,
Android, the
the world
world will bebe aa better
better
place,
place, and I'm
I'm inclined
inclined to agree with you,
to agree you, but I would prefer to
to help
help you
you win that war byby making
making
great developers
developers tools to help people make
to help people make great iPhoneiPad apps.
iPhone/iPad apps. I can't fight with
with you if
you if
you're using
using legalese as a
legalese as a weapon.
weapon,
-- Joe
Joe
CONFIDENTIAL -‐
HIGHLY CONFIDENTlAL -- SENSITIVE
SENSITIVE BUSINESS
HJC-APPLE-011255
Subject: Re:
Subject: Re: NYT editorial board
NYT editorial board - right
right to
to repair
repair
From:
From: "Lori Lodes"
Lodes" Confidential
Received(Date): Sat, 06
Received(Da|e): Sat. 06 Apr 2019 21:26:06 +0000
2019 21:26:06 +0000
To::
To "Steve Dowling"
"Steve Dowling' Confidential
Cc:
cf: "Kristin Huguet"
Huguet" Confidential ,"Keri
," Keri Fulton"
Fulton"
Confidential 1
Date: Sat, 06
Date: Sat, 06 Apr 2019 21:26:06 +0000
20l9 21:26:06 +0000
Here's a proposed revised

Here‘s a revised version based on Tim’s
Tim's feedback,
feedback, let us
us know what you think and
we'll send back.
we’ll back.
"At Apple,
Apple, customer satisfaction and safety are our top priority.
satisfaction and priority. We work hard
hard to provide
provide
customers access
our customers access to safe andand reliable
reliable service when
when their Apple products
products need
need
repair. In
repair. In the last
last two years alone,
alone, we've quadrupled number of locations
quadrupled the number locations offering
offering
iPhone screen
iPhone screen repairs.
repairs. There are
are now
now nearly 5,000 locations
locations worldwide, owned and
worldwide, owned and
operated by
operated by third
third parties.
parties, offering
offering repairs
repairs by
by trained
trained technicians
technicians who use parts
who use parts certified
certified
for safety and
and quality.
quality. We are continuously evaluating programs and
evaluating our programs and we are
are
committed to
committed to making
making service
service more
more convenient
convenient for
for our customers."
customers."
O n5 , a t
On Apr 5, 2019,
20l9, at 4:04 PM,
PM, Lori
Lon' Lodes
Lodes _ wConfidential
r o t wrote:
e :
It would be
be reactive depending on how we
reactive depending we feel the piece comes out.
piece comes out.
The quote looks good, updated

looks good, updated the questions. Also,
the questions. Also, I'm
I ' m working
working with AppleCare to get US US
specific numbers
numbers but I don’t
don't think we've
we’ve released
released those before so may want
before so w a n t to keep
keep to
worldwide.
worldwide.
Apple, customer satisfaction

At Apple. satisfaction and
and safety are our top priority.
priority. We work hard
hard to provide
provide
customers access
our customers access to safe and
and reliable
reliable service when
when their Apple products
products need
need
repair. In
repair. In the last
last two years alone.
alone, we've quadrupled the number
we’ve quadrupled number of locations offering
locations offering
lPhone screen repairs. There are
are now more
more than 5,000 locations
locations worldwide offering
offering
repairs by
repairs by trained technicians who use use parts
parts certified
certified for safety and quality. We
and quality. We are
are
continuously evaluating
continuously evaluating our
our programs
programs andand we
we are
are committed
committed toto making
making service
service more
more
convenient for
convenient our customers.
for our customers.
Lori
Lori
O npr 5
On Apr
A , ata 3:51
5, 2019,
2019. t PM,
3:51 B o w l i nConfidential
Steve Dowling
PM. Steve g ‐ w r o wrote:
te:
Is
Is this for use
use in the editorial,
editorial, or reactively afterwards?
afterwards?
How about:
about:
Apple, customer satisfaction

At Apple, satisfaction and
and safety are our top priority.
priority. We work hard
hard to provide
provide
-- SENSITIVE
HIGHLY CONFIDENTIAL ‐‐ SENSITIVE BUSINESS
HJC-APPLE-011550
customers access
our customers access to safe
safe and
and reliable
reliable service when their Apple products
service when products need
need
repair. In
repair. In the last
last two years alone,
alone, we've quadrupled
quadrupled the number
number of locations offering
locations offering
iPhone screen
repairs. There are now more
more than 5,000 locations
locations worldwide offering
offering
repairs by
repairs by trained technicians who use use parts
parts certified
certified for safety and quality. We
and quality. We are
are
continuously evaluating
continuously evaluating our programs and we are committed to making service
programs and we are committed to making service more more
convenient for
convenient for our
our customers.
customers.
O n5
On Apr , ata3:22t PM,
5, 2019,
2019, PM, Lori Lodes _ w r o t wrote:
Lori Lodes e :Confidential
The editorial is
is running
running in Sunday's
Sunday’s paper
paper but is slated to
is slated to post online at
post online at 77or
or 8
8 tomorrow
morning.
morning. It will come
come out in support ofof a
a national
national right
right to
to repair standard for consumer
repair standard
products.
products. The focus
focus is
is not
not Apple
Apple but
but it will use
use us
us as an example
asan example to help
help make
make the case.
case.
II think our response should focus
response should focus onon what we're doing to
we‘re doing to give customers more
give customers options.
more options.
AppleCare hashas validated the stats.
the stats.
"It' s important our customers can easily access

“It’s access safe and effective repairs
and effective repairs for the products
products they
rely on
on every day.
day. For
For instance,
instance, in the
the last
last two years,
years, we've quadrupled
quadrupled the
the number
number of places
places
call go for screen repairs.
our customers can repairs. There are now more
more than 5,000
5,000 options
options for a customer
customer
to go
go for a
a repair
repair that will be
be done safely, with genuine Apple
done safely, Apple parts and performed
parts and performed by a a trained
technician.
technician. We'll
We’ll keep
keep reviewing
reviewing our repair
repair programs
programs to
to provide customers with more
provide customers more
service options that maintain
convenient service maintain the integrity of the product and user privacy.
.,
product and privacy.“
There's other projects

There’s projects we could bring
we could bring up
up to
to show our growth but I think we
we may need
need to
to wait
for an
an exec conversation Lisa is scheduling for next week.
is scheduling week. For
For instance,
instance, the
the Genuine
Genuine Parts
Parts
program
program leaked
leaked to
to Motherboard our expansion to
Motherboard or our to another 763
763 Best
Best Buy stores in the
Buy stores the US
US over
over
the next couple
couple of
of months.
months. Worth noting,
noting, Best Buy
Buy would like
like to make
make this
this announcement at
the end of May.
May.
I '‘lll l send
send a
a heads
heads up
up about the
the piece to Jeff, Lisa,
piece to Lisa. Joz.
Joz, Kaiann,
Kaiann. Tara B
B but
but let
let me
meknow what you
you
think about the general framing.
framing.
Lori
Lori
O n3
On Apr , ata2:52t PM,
3, 2019,
2019. PM, Lori Lodec _ w
Lori Lodes r o t wrote:
Confidential e :
Kaiann spoke on
Kaiann spoke on background
background to Appelbaum about his
his editorial which is
is now running
running in
Sunday's paper but
Sunday’s but he
he needed
needed to file tonight.
tonight.
In general, his
[11 general, his questions focused on how widely available
available our repairs
repairs are
are -‐ he
he spoke to aa
Nebraska
Nebraska legislator
legislator who sponsored
sponsored legislation
legislation aa couple of years ago
ago and
and noted
noted her
her closest
AASP is is two
two hours away. Besides
hours away. questions around
Besides questions around accessibility of
of repairs,
repairs. he asked about a
he asked a
claim we
we made around the Nebraska
made around Nebraska legislation
legislation about hacking.
hacking
Kaiann did a
Kaiann did a great job and emphasized the need
need for a
a thoughtful approach to repair
repair policy
because of how important it is
because of is to balance customer safety with access
balance customer access to
to more
more convenient
repairs.
repairs.
-- SENSITIVE
HJC-APPLE-011551
Because
Because ofof the direction of
of his questions, we
his questions, we may want to consider telling
telling him
him about our pilot
Genuine Parts
Genuine Parts Repair
Repair program to underscore
underscore how we are prioritizing
we are prioritizing making safe and
making safe and high
high
quality repairs available to
repairs available to more customers in more
more customers more places
places than ever before.
before. We
We also
also learned
Ieamed
today that starting
starting next week we'll be expanding our footprint with Best
be expanding Best Buy
Buy from 229 stores
229 stores
as AASPs to about 1,000.
certified as 1,000. Both
Both of
of these
these points could be
points could be provided
provided on background
background and and
could help differentiate how we're
help difi'erentiate we’re handling
handling repairs
repairs versus the
the farming
farming industry.
industry.
Let
Let us
usknow what you think.
think.
Lori
Lori
On Apr 3,
On 3, 2019, at 1:30
2019, at 1:30 PM, Steve Dowling
PM, Steve Bowling Confidential wrote:
ete:
I'm
I ’ m fine with Kaiann.
Kaiann.
O npr 3
On Apr
A , a
3, 2019,
2019. t PM,
at 1:00
1:00 PM, Lori L o d e Confidential
Lori Lodes s _ w r o wrote:
te:
Lisa
Lisa is
is willing
willing to do it but
to do but is
is traveling so if
traveling so if we're
we‘re not able to
not able to have
have her do it in the next
her do next hour,
hour.
we'll need
need for someone
someone else
else to brief
brief him
him on background.
background. Joz recommends
recommends Kaiann
Kaiann to
to cover the
basics of safety and
basics of and our overall repair program.
program.
Make
Make sense?
Lori
Lori
On Apr 3,
On 3, 2019, at 9:24 AM,
2019, at Steve Dowling
AM, Steve Dowling Confidential wrote:
wrote:
If
If we
we are comfortable making
making that pledge, sure. We
pledge, sure. should show that it fits with our overall
We should overall
approach.
approach.
On 3, at
On Apr 3, 2019,
2019, at 9:20
9:20 AM,
A M , Lori L o d e s _ w r o wrote:
Lori Lodes te:
Confidential
Absolutely, we'll highlight the safety piece

Absolutely, we’ll am sending
piece and am sending Pierce's
Pierce’s tweet.
tweet. Are
Are you okay
with a
a proactive
proactive point about us
us working
working for customers to
to have
have more
more options to safe
safe and easy
repairs?
repairs?
O Apr
On n3 , a
3, 2019,
2019, t AM,
at 9:08
9:08 D o w
Steve Dowlingl
A M , Steve l Confidential
i n g _ wrote:
wrote:
If it's
If it's for the editorial page,
page. I assume
assume wewe can provide
provide him
him with our high-level
high-level point
point of view
on background
background andand refute
refute any suggestions that wewe design
design for obsolescence.
obsolescence. I1would suggest
broader points
points that emphasize
emphasize safety over economics:
economics:
- Look at at what happened
happened when 3 a Wired reporter
reporter tried to open hishis iPhone
iPhone with aa screwdriver
- Explosions
Explosions happen at at landfills
landfills and recycling centers all
recycling centers all the
the time
time because
because of
of improper
improper
disposal of electronics
electronics
- Anecdotally,
Anecdotally, many
many of thethe safety incidents
incidents reported
reported with mobile
mobile phones are related
phones are related to
to faulty
repairs
repairs
O Apr
On n 3 , a
3, 2019,
2019, t AM,
at 9:03
9:03 AM, Lori [ o d
Lori Lodes e sConfidential
‐ w r o twrote:
e :
He
He asked about the glass
glass repair based on
repair based on this August rumor
rumor
CONFIDENTIAL -‐
HIGHLY CONFIDENTlAL -- SENSITIVE
SENSITIVE BUSINESS
HJC-APPLE-011552
piece:
piece:hhttps://bgr.com/2018/08/22/iphone-screen-repair-simply-mac-officiall
'/ rc m/ 018/08/2 i h n r ~r ' r ‐ i m I ~m fi'i i /.
We
We thought mentioning
mentioning the genuine
genuine parts
parts pilot
pilot could help
help us
us with the public
public narrative as
narrative as
as with ongoing
well as ongoing right to repair
repair legislation.
legislation. GA was supportive
supportive but we could keep
we could keep it to
to
how we
we simplified fixing since we
fixing screens since discussed it with media
we already discussed media last
last year
year and
and our
overall approach to repairs.
On Apr 3,
On 3, 2019,
2019, at
repairs.
at 8:36
8:36 AM, Steve Dowling
AM, Steve Bowling wro-e: Confidential wrote:
I worry that we
we are
are making some big
making some big assumptions
assumptions here.
here. Is Binyamin
Binyamin Applebaum even
following the AppleCare developments?
AppIeCare developments?
O n3
On Apr , a
3, 2019,
2019, t AM,
at 7:28
7:28 AM, Lori L o d e ‐ w r o twrote:
Lori Lodes e:
Confidential
Joz doesn't feel totally comfortable

comfortable but
but will do.
do. He
He asked about Susan Prescott speaking
Prescott speaking
instead.
instead.
For
For the messaging,
messaging, wewe want to frame all of
frame all of the
the sporadic news
news from AppleCare positively
under
under one narrative
narrative to
to show that we
we are exploring how to
are exploring give our customers even more
to give more
affordable and
options for afi'ordable and accessible
accessible repairs.
repairs.
The three proof

proof points we'll use
points we’ll use to
to show our ongoing
ongoing efforts
efforts to
to make
make repairs
repairs as accessible
asaccessible
and easy
and easy for customers
customers as
as possible
possible while maintaining
maintaining privacy and
and product safety:
safety:
1.
I. The recently leaked Genuine Parts
leaked Genuine Parts Repair
Repair program
program to
to make
make authentic Apple parts
parts
available to more
more trained technicians.
technicians.
2. Our recent
2. recent expansion of Authorized Service
Service Provider
Provider Network and how we
Network and are
we are
making
making the repairs
repairs simpler ‐- for instance,
instance, no
no longer
longer requiring specialized equipment
requiring specialized
for screen repairs.
repairs.
3. New policies
3. policies for easier battery repairs
repairs and replacements.
replacements.
We
We will tread lightly asit
as it relates
relates to
to commenting
commenting on on the
the Right
Right to
to Repair
Repair legislation and
reinforce
reinforce that we are updating
we are our programs
updating our programs regularly while also
also working
working with our
our trade
trade
associations to make
associations sure any
make sure any legislation
legislation takes
takes into account privacy and
into account concerns.
and safety concerns.
While
While this interview will need
need to happen
happen at the same
same time as the exec discussions
time as discussions over our
broader repair strategy,
strategy, we
we think this will strike
strike the right
right tone and that we'll
tone and we’ll be
be able
able to get
to get
buy in on the approach from GA,
GA, PM,
PM, and AppleCare.
AppleCare.
Let us
us know if
if you think this makes sense and
makes sense and if
if you're
you’re okay with Susan
Susan speaking
speaking on
on
background instead.
background instead.
Lori
Lori
Sent from my iPhone

iPhone

SENSITIVE BUSINESS
HJC-APPLE-011553
On Apr 2,
On 2019, at
2, 2019, at 1:48 PM, Steve
1:48 PM, Steve Dowling
Dowling _ w r o t e
wrote::
Confidential
I think it's
it's worth giving
giving him a high-level
him a briefing. I doubt our recent documentation is
high-level briefing. is an
an
issue here, but I could be wrong.
issue here, but could be wrong. We should have
should have a ready answer
answer for Joz
102 just in case.
case.
On Apr 2, 2019, at 1:46
2, 2019, 1:46 PM,
PM, Lori L
Lori Lodes o d e
Confidential _
wrote:
wrote:
Appelbaum was writing

writing for tomorrow but,
but, thankfully,
thankfully, got pushed
pushed back to Thursday. The
to Thursday. The
piece
piece is
is using
using Warren's
Warren's new right toto repair
repair for agriculture
agriculture to talk about the
the broader
broader right
right
to
to repair
repair effort and
and plans
plans to
to use
use Apple as a symbol in that fight.
Apple asa fight
We're
We’re meeting
meeting with everyone
everyone shortly about the
the overall strategy and
and then I'll connect with
I’ll connect
Joz.
102.
Appelbaum has,
has, of course, iFixlt and
course, talked with iFixIt and others.
others.
Lori
ori
On Apr 2,
On 2, 2019, at 10:29
2019, at 10:29 AM, Kristin Huguet _
AM, Kristin wConfidential
r o t wrote:
e :
The larger
larger issue
issue is that our strategy around all of
around all of this is unclear.
unclear. Right
Right now we're talking
talking
of both
out of of our mouth
both sides of mouth and no one is clear on where
where we're
we’re headed.
headed. Lori
Lori will check
in with NYT
NYT andand 102
Joz and
and circle
circle back.
back.
Sent from my iPhone

iPhone
On Apr 2,
On 2019, at
2, 2019, at 10:24
10:24 AM, Steve Dowling
A M , Steve Dowling _ w r o t wrote:
e :
Confidential
We
We should get him on the
him on the phone
phone with Joz or Phil.
Phil. Is
ls he
he writing on specific right to
writing on to repair
legislation,
legislation, or the issue
issue in general?
general?
O n 2,2 2019,
On Apr , a
20I9, t AM,
at 10:21
10:21 AM, Lori [od
Lori Lodes e sConfidential
‐ w r o twrote:
e:
Binyamin
Binyamin Appelbaum is is writing on right
writing on right to repair
repair for NYT editorial board.
NYT editorial board. I can call
him to get more
to get more information
information but we‘re
we're still not
not clear on evolving position.
on our seemingly evolving position.
We
We have
have aa meeting
meeting with AppleCare,
AppleCare, PM,
PM, GA later
later today and
and then expect aa meeting
meeting with
Lisa and
and Jeff later
later this week.
week.
Let me know what you think makes

makes the
the most sense.
most sense.
Lori
Lori
-- SENSITIVE
HJC-APPLE-011554
Subject: Right
Subject: Right to
to Repair
Repair Update
Update
From:
meme "Lee L o d e - ‑
"Lori Lodes" Confidential
Received(Dale): Sat, 30 Mar
Mar 2019
2019 15:17:06 +0000
15:17:06 +0000
To:: "eves
To "Steve Dowling"
newline" Confidential
Cc: "Kristin Huguet"

Cc: “Kristin Huguet" Confidential I,"Keri
"Keri Fulton"
1701100"
Confidential
Date: Sat, 30
Date: Sat, 30 Mar
Mar 2019
2019 15:17:06+0000
15:17:06 +0000
Dowling,
Dowling,
In addition
addition to the Genuine
Genuine Parts
Parts Purchaser
Purchaser program detailed in the
program detailed the leak to
to Motherboard
Motherboard
yesterday,
yesterday, iMac
iMac manuals
manuals became available on Apple.
became available com on
Applecom on Wednesday without any sort of
clearance. This follows
clearance. a roll
follows a roll out earlier this month on a
month on a repair policy change allowing AASPs
change allowing AASPs to
repair
repair iPhones
iPhones that have
have non-Apple
non-Apple replacement
replacement batteries
batteries that also
also was not
n o t flagged for PR.
PR
now. itit'ss pretty clear things are

Right now,
Right are happening
happening in aa vacuum and
and there
there is not an overall strategy.
not an strategy.
Plus,
Plus, with one hand
hand we are making
we are making these changes
changes and
and the
the other is
is actively fighting
fighting Right
Right to
to
Repair
Repair legislation
legislation moving
moving in 2020 states
states without real
real coordination for how updated
updated policies could
policies could
be
be used
used to
to leverage
leverage our our position.
position.
Here's a quick rundown

Here's a a few more
rundown with a of what we
more details of we know about:
know about:
-• Genuine
Genuine Parts
Parts Repair:
Repair: The program that leaked
leaked to
to Motherboard
Motherboard is is in its
its early stages
stages with
12 repair
12 repair companies in Europe
Europe or Asia offering
offering Apple authorized products
authorized products for out of
out of
warranty repair 60 more
repair and about 60 more in the works; including
including several in the US.US. Unlike
Unlike
AASPs,
AASPs, we're notnot managing
managing these companies but they have
these companies have access to our parts,
parts, tools and
trainings. Originally, we
trainings. Originally. we thought it made sense to
made sense to roll out in early fall
roll out once there
fall once there was aa US
US
business
business on board.
boards
• Manuals:
0 Manuals: The Environmental
Environmental Technology team team who manages
manages the EPEAT
EPEAT certification
process
process posted
posted the iMac
iMac repair
repair manuals
manuals this week with plans
plans to release
release manuals
manuals for Macs Macs
and portable
portable products
products in May
May or June and a a desire
desire to
to release
release an
an iPhone
iPhone repair
repair manual
manual at
at
some point.
some point. The team failed toto receive clearance across
receive any clearance across the
the various teams.
teams. Sandy GreenGreen
thinks we
we should consider taking
taking down the manuals;
manuals; however,
however. wewe think if it‘ss important
important to
to
have
have aa decision about what our strategy is and execute against that direction.
is and direction. We We have
have one
one
reporter
reporter inquiry from a
a freelancer who writes
writes for iFixit and has had pieces
iFixit and has had pieces run run in the New
York Times and Popular Science.
Popular Science.
• Mobile
0 Mobile Repairs:
Repairs: Later
Later this fall,
fall, AppleCare
AppleCare is
is planning
planning to roll
roll out a
a new service
service that will
bring
bring repairs customers. This
repairs directly to customers. This will be
be through Verizon
Verizon or another business
business with
large
large reach
reach and will include authorized parts.
include authorized parts.
-- SENSITIVE
HJC-APPLE-011774
We've across teams and
We’ve engaged across and it's
it's clear no one is
no one on the same
is on same page and have
page and have a a different
version of events. We are working
of events. working to schedule a
to schedule a meeting
meeting with AppleCare,
AppIeCare, PM,
PM, GA for early next
next
week to see
see if
if there are
are answers
answers to these questions so
these questions so we call figure
we can out the right
figure out right messaging
messaging and
and
PR strategy:
strategy:
-• What is our repair strategy?

repair strategy?
-• Do
Do we believe it'
we believe it‘ss important
important to get ahead
ahead of any additional
additional regulations
regulations about repair options
repair options
in Europe
Europe or right
right toto repair
repair legislation
legislation in the
the US?
US?
-• Are we
we comfortable releasing
releasing our repair
repair manuals
manuals for all products
products moving
moving forward?
forward?
-• Do we
we want to promote
promote the Genuine
Genuine Parts
Parts Repair
Repair program as
as part of our ongoing
part of ongoing effort to
our customers
give our customers more choices?
more choices?
-• How should
should our public position on Right
position on Right to
to Repair
Repair change
change to
to take
take into
into account the
the updates
updates
we are making
we are making - should we
‐ should we connect the dots
dots or try to keep everything separate?
keep everything separate?
Lori
Lori

SENSITIVE BUSINESS
HJC-APPLE-011775
S ubje ct: Re
Subject: Re:: Apple PR
P R Conta
Contact ct
m e : Dbe
From: ck
DbeckConfidential
Confidential
Re ce ive d(Date ):Thu, 01 N
Received(Date)EFhu, Nov
o v 2018 05:05:24 +0000
To:
To : "S te ve Dowling"
"Steve Confidential
Dowling'COflfidential
Cc: Zita Confidential
Date
Date:: Thu, 01 N Nov
o v 2018 05:05:24 +0000
Tha nks , SSteve.

Thanks, te ve . WE
We
’ll follow up with Amy.
S e nt from my iP
Sent hone XS Ma
iPhone M axx on iOS 12
12
On
On Oct 31, 2018, aatt 21:51, SSteve
te ve Dowling
Confidential
Dowlconfidential wrote :
wrote:
S orry. We aare
Sorry. re just
jus t sslammed
la mme d with eearnings
a rnings aand
nd the product la unche s . Mos
launches. Mostt of the teams
ofthe te a ms aare
re on the
roa d.
road.
P le a s e reach
Please re a ch out to Amy Be
out to s s e tte . SShe
Bessette. he sshould
hould have
ha ve bandwidth
ba ndwidth but will ne e d to
need to be
be brought up to
to
sspeed.
pe e d.
Tha nks
Thanks
On Oct 31, 2018, aatt 6:35 P M, Zita

PM, Confidential
z:Confidential wrote :
wrote:
Hi S te ve aand
Steve nd Doug,
Doug,
Ama
Amazonzon is is looking
looking to ha ve aa conve
have rs a tion with us on the P
conversation PRR re la te d to our
related o u r de a l aas
deal s ssoon
oon a s
pos s ible . The y too a
poss1ble. They too are just re jus t trying to formula
formulate te the right
right way message o u r deal and timing.
wa y to me s s a ge our de a l a nd tin
The
They y aare
re aaware
wa re aand
nd ssensitive
e ns itive to us ha ving eearnings
having a rnings ttomorrow
o m o r r o w..
This conve rs ta ion be

converstaion twe e n us
between us will be time ly, sstarting
be timely, ta rting Frida y Amazon
Friday Ama zon pla ns to sstart
plans ta rt the cle
cl a n up
proce s s aand
process nd will sstart
ta rt to re je ct aa hundre
reject ds of
hundreds re s e lle rs who aare
ofresellers re sselling
e lling Apple products on or
Ama zon toda
Amazon today.y. (The
(They y aare
re nnot
o t aauthorized
uthorize d resellers
re s e lle rs by Apple sso o Ama
Amazon zon aagreed
gre e d to ga te the m )
gate
The
Theyy think tha
thatt will trigge
triggerr pre
presss s sso
o want
wa nt to aalign
lign with us on the message
me s s a ge eetc.
tc.
P le a s e le
Please lett me know whom the y sshould
they hould work with . II aa m
m ha ppy to provide that
happy tha t pe rs on aar.n upda te
person
on
on our
our nneew w aagreements
gre e me nts aass well.
we ll.
Tha nks !!
Thanks
Zita
Be gin forwa rde d me sss

forwarde s aage:
ge :
From: "Downer, Steve" Confidential

COHfidential
Subject: Apple PR Contact
Date: October 31,31. 2018 at 6:21:47 PM PDT
To: "_Confidential
To: " Confidential
HIGHLY CONFIDENTIAL -- SENSITIVE BUSINESS INFORMATION

" To r q e r s o n . Lori" Confidential
Cc: "Torgerson, Confidentia‘ ,, "Kroon,
"KFOOH, Catie" <
<‑
Confidential
Hi Zita,
Zita,
Per
Per discussion, can you please connect Lori and Catie with the appropriate PR
contact at Apple who would be familiar with the new program on Amazon?
-Steve
Downer|| Director, Consumer Electronics | Confidential

Steve Downer
|| www.amazon.com
www.amazon.com ||

S
Subje ct: Amazon
Ama zon
m e : "Nick Le
From: Leahy"ConfidentiaI
a hy" Confidential
Re ce ive d(Date ):Tue , 06 N
Received(Date)EFue, Nov
o v 2018 17:34:32
17:34:32 +0000
To:
To : "S te ve Dowling"
"Steve Confidential
Dowling'ConficIential
Cc: "Amy Burke -Be ssse s e tte Confidential
"
Confidential
Date
Date:: Tue
Tue,, 06 N
Nov
o v 2018 17:34:32
17:34:32 +0000
Dowling,
Some more detail on the Amazon deal in the works and the media approach. The deal
will put our full product line (with the exception of HomePod)
HomePod) for sale on Apple's official
store on Amazon. Currently we sell Mac, AirPods and various accessories.
As part of the deal Amazon will clear out all of the unauthorized resellers of our
products, some of which are counterfeit. This should begin later this week. According to
Amazon PR this is “tens of thousands” of resellers. Once the seller notifications go out,
Amazon expects press inquiries within hours. Their plan is to work these inquiries on
background, explaining they’re continually refining their marketplace.
They’ll also prepare a reactive statement about the additional Apple products that
speaks to their excitement to offer customers more choice this holiday season. I suggest
we offer a similar reactive statement.
Waiting on Amazon to send through their draft statements and Q&A and will come back.
Nick

HJC-APPLE-012151
Subject: Fwd:
Subject: Fwd: A Mom's
Mom's Plea
Plea Re:
Re: Apple Crackdown on Parental
Apple Crackdown Control Apps
Parental Control
From: Cook" -
From: "Tim Cook" Confidential
Confidential >
Received(Date):
Received(Dale): Wed, 05 Jun 2019
Wed, 05 2019 19:01:44 +0000
19:01:44 +0000
To::
To Schiller" <
"Phil Schiller" Confidential
Date:
Date: Wed, 05 Jun 2019
Wed, 05 2019 19:01:44
19:01:44 +0000
+0000
Begin
message:
From:
From: Confidential
Subject: Mom's Plea

Subject: A Mom's Plea Re:
Re: Apple Crackdown
Crackdown on Parental
Parental Control
Control Apps
Date: 5, 2019
Date: June 5, 2019 at 11:38:40
11:38:40 AM
AM PDT
PDT
TO: Confidential
Dear
Dear Mr. Cook,
Mr. Cook.
As the mom
mom ofof two
t w o teenage daughters, I am
teenage daughters, am deeply disturbed by the practices
practices of
of technology
companies firmly aimed
aimed at keeping people,
at keeping people, including kids. hooked
including kids, hooked on apps and devices.
on apps devices. As
As I'm
I’m
sure you're
sure aware, multiple,
you’re aware, credible research
multiple, credible research studies have
have shown the detrimental effects
effects of too
much
much screen time on on children and
and teenagers.
teenagers.
Several months
months ago,
ago, I attended
attended a
a private
private panel
panel in Los
Los Angeles hosted
hosted by Common
Common Sense
Sense Media,
Media,
featuring
featuring Tristan Harris
Harris from the Center for Humane
Humane Technology and and tech
tech journalist Kara
Swisher, which detailed some
Swisher, some of
of these disturbing
disturbing practices.
practices It was encouraging to see
was encouraging see high-level
high-level
executives from YouTube, among other media
YouTube, among and technology companies
media and companies in attendance
attendance and
and
participating in conversations around
participating around how
how to ensure responsible,
to ensure responsible, consumer-first practices
practices in these
these
industries.
industries.
I, therefore, was
1,therefore. shocked to
was shocked to read
read the
the recent
recent NY Times
piece, https://www.nvtimes.com/2019/04/27/technology/apple-screen-time-
piece. h :/ n ' . m/2019/04/27/ hn l le‐ reen‐ti e‑
trackers.html?searchResultPosition==1, detailing
ti'ackgrshtmflsearghRfltPositionzl,
from its
its
apps, based
apps.
App Store. I learned about,
Store. learned about.
based on an
an earlier NY
detailing Apple's
and
Times article.
NY Times
Apple’s recent
subsequently subscribed
subscribed
article, which provided
refine
recent removal
removal of parent
to Confidential
suggestions on e
provided suggestions
ine
effective
controls apps
narent controls
of
of the
apps
removed
removed
‘ ective tools
tools for
parents
parents toto monitor and
and control their children‘s
children's screen
screen time.
time.
-Confidential
h a hass been anan excellent tool and
and one
one that offers
offers a
a great
great deal of customization and
and other
features that encourage
encourage my daughters to learn
learn to moderate
moderate their screen time.
time. I am
am deeply
disappointed that you
you have
have decided to
to remove
remove this app
app and others
others like
like it,
it, thereby reducing
reducing
access to much-needed
consumer access much‐needed services to keep safe and
keep children safe and protect
protect their mental
mental health
health
and well-being.
well-being.
As
As I listened
listened to this morning'
moming’ss NPR story, https://www.npr.org/2019/06/05/729892505/feds-look-
NPR story. h s://www.n r.or 0l9/06/05/729892SOS/feds-look‑
-- SENSITIVE
HJC-APPLE-012247
into-big-tech-firms-for-anti-competitive-behavior,
intgjgig‐tgfl‐finns‐fgrigg-Qmmtig’yg‐bghavigr, about
about the
the FTC's
FTC's Bureau
Bureau of Competition
Competition
investigating to squelch competition in favor of their own services.
investigating tech companies efforts to services, I
couldn't help
couldn’t help but think of Apple's
Apple’s removal
removal of parent controls apps
parent controls apps asan
as an example
example of
unscrupulous
unscrupulous behavior
behavior that runs counter
counter to consumer protection.
protection.
Our family of four are

are devoted Apple customers.
customers. Collectively,
Collectively, we
we own 4 iPhones,
iPhonec. 22 iPads,
iPads. 22
iMacs, 3 MacBooks,
iMacs, 3 and 2
MacBooks, and 2 Apple devices. We
Apple TV devices. subscribe to iCloud
We subscribe iCloud storage
storage and
and Apple
Apple Music.
Music.
I want to be very clear with you that I have

have never felt such outrage
outrage at Apple asas I do right
right now.
now.
How aa company the claims to value its customers can behave
its customers behave in such aa reprehensible and self‑
reprehensible and self-
serving way makes
serving makes me allegiance to Apple and
me question our allegiance and its
its products.
products.
When children's health

health is at stake,
is at stake, Apple should dodo the right
right thing.
thing. You, as its
You, as its leader,
leader, should do
should do
the right
right thing.
thing. I hope
hope you will reconsider
reconsider this decision and restore
restore these
these vital consumer
protection tools to the App Store and do
App Store do more
more toto protect
protect young
young people
people from the detrimental
effects of
effects of technology.
technology.
Sincerely yours,
yours,
Confidential
Confidential

SENSITIVE BUSINESS
HJC-APPLE-012248
Subject: Re: MI)M?
Subject: Re: MDM?
From: Confidential
Received(Date): Tue, 04 Jun 2019

Received(Dale): Tue, 2019 17:02:31 +0000
17:02:31 +0000
To::
To "Bill Havlicek"
Havlicek" < Confidential
Cc:
C u4 Confidential
~ ‐ > - Confidential
Date: Tue, 04 Jun 2019
Date: Tue, 2019 17:02:31
17:02:31 +0000
+0000
Hi Bill, so just following

Bill, sojust following up,
up, I[just
just read
read the new 5.5
5.5 guidelines for the the
the MDM
MDM use..
use. WOW!
WOW!!! I
cant believe
believe how much money that costed us us in the 66 months
monflts and Apple "Changed their mind
Apple “Changed mind“
"
on the usage?
usage?
As
As aa company that got
got booted
booted from your store, then spent aa little
your store, little over 30k in re-developing
re-developing the
the
app with your team
team helping
helping us
us write the code to
the code to make
make it compliant.
compliant, to to Apple nowjust
now just saying
saying you
can use
use MDM again.. I1 mean WOW talk about death to a
M D M again. a small company likelike ours trying
trying to make
make
a difference in screen time
a time health
health for kids.
kids. Especially knowing
knowing we we never went to
to the
the media
media or
brought this to
to any legal
legal and gov attention
attention. I feel like
like we
we were
were just spit out for playing
playing by
by the
the
rules.
rules.
Is there any help

help with this massive loss that Apple
massive loss Apple can help
help us out with?
us out with?
I1amso
am so disappointed in this reversal of decision with really nothing
reversal of nothing much
much changing
changing from the the
side as
developer side as far as
as the technology goes.
goes. From
From the guidelines
guidelines we just have
wejust have to list
list the
the reason
reason
for using
using MDM
MDM andand assuring
assuring we are not storing
we are storing or selling
selling the data...
data. .. which from thethe very
beginning
beginning we complied to these new standards
we complied standards that Apple set,
set, before
before these
these rules
rules were even set..
even set.
we
we never
never collected any data other than a a Childs
Childs name
name and how many steps steps they took (which
(which
erased ooff
ff our server every night at midnight)
night at midnight)
Please
Please help
help
.· We
We complied
complied with all
all this prior to being
being banned
banned from
from the store and
and rebuilding
rebuilding
our
O l l ' app with your NEVPN
NEVPN compliancy
-· 5.5 Mobile
Mobile Device
Device Management
Management
Mobile Device
Mobile Device Management
Management Apps that offer Mobile Mobile Device
Device Management
Management (MDM) (MDM)
services must
services must request
request this capability from Apple.Apple. Such apps may only be offered
Such apps offered byby
commercial enterprises
commercial enterprises (such
(such as
as business
business organizations.
organizations, educational institutions,
educational institutions,
agencies), and
or government agencies). and in limited
limited cases.
cases, companies
companies using
using MDM
MDM for parental
parental
control services.
control services. You
You must
must make
make aa clear declaration
declaration of what user data willwill be
be
collected and
collected how itit will
and how will be
be used
used on
on an
an app
app screen
screen prior to any user
prior to action to
user action to
purchase or otherwise use use the service.
service. MDM
MDM apps must not
apps must not violate local
local laws.
laws.
offering MDM
Apps offering MDM services may not
services may not sell, use, or disclose
sell. use, disclose to third parties
parties any data
purpose, and
for any purpose. must commit to this in their privacy policy.
and must policy. Apps
Apps that do do not
not
-- SENSITIVE
HJC-APPLE-012273
comply with this guideline
guideline will
will be removed
removed from
from the App Store
Store and
and you
you may
may be
be
removed from the Apple Developer
removed Developer Program.
Program.
Confidential
Confidential
President
President
Confidential
Confidential
Confidential
Confidential
Confidential
Confidential
Onw
o Jun 4 .av t z s o m w e wrote:z
n 4, 2019,
2019. at 7:50 AM, Confidential
Bill, Good
Bill, Good Morning,
Morning,
I was just reading an article

reading an article in
in the NY times
times that Apple is
is now allowing
allowing MDM
MDM apps
apps in the
App Store for consumer use?
App Store use? Can you please
please confirm that this is the
the case?
Confidential
Confidential
Confidential
Confidential
Confidential

SENSITIVE BUSINESS
BUSINESS iNFORMATION
HJC-APPLE-012274
S ubje ct: P
Subject: le a s e He
Please lp with our
Help o u r App
From:
m e ; Confidential
Re ce ive d(Date ):Thu, 17
Received(Date)E[‘hu, 17 JJan
a n 2019 16:13:56
16:13:56 +0000
To : Confidential
To:
Date
Date:: Thu, 1717 JJan
a n 2019 16:13:56 +0000
201916:13:56
Eddy,
Eddy,
Afte r my phone ca
After ll with Bill
call Bill Ha vlice k on Tue
Havlicek s da y, I kknow
Tuesday, n o w my eemails
ma ils aare
re re a ching yyou
reaching o u aand
nd your
de pa rtme nt. I aa m
department. m hoping tha t you ha
hoping that ve read
have re a d our
o u r is s ue where
issue whe re your
your App De ve lopme nt Te
Development chnica l
Technical
S upport De
Support pa rtme nt has
Department ha s he lpe d us code our
helped upda te d aapp
o u r updated pp to comply with Apples
Apple s ne
n ewwNNONE
ONE
MDM
M D M complia nce aand
compliance nd yet
ye t the aapppp was
wa s sstill
till re je cte d. The aamount
rejected. mount of mone y aand
ofmoney nd time tha
thatt was
wa s
sspent
pe nt working with youryour De ve lope r S
Developer upport De
Support pa rtme nt aand
Department nd hours of coding aand
ofcoding nd imple me nting
implementing
NEVP N ssolution
the NEVPN olution Apple provide
provided d us to use
us e aandnd ce rtifica te aauthentication
certificate uthe ntica tion to ma ke our
make our VVPPN
N
work, knowing
knowing eexactly
xa ctly what
wha t our
o u r aapp
pp doe s , only to be
does, be re je cte d by Apple ssaying
rejected a ying “we
‘We don't ssupport
upport
P a re nta l Control Apps aanymore”
Parental nymore ” -‑
The origina
originall App cos
costt us
us in eexcess
xce s s of 200k to build
of200k build tha
thatt was
wa s aapproved
pprove d by your de pa rtme nt whe
department whenn
we we
we re us
were ing MDM.
using
- We followe
followedd Apple
Appless MDM
M D M docume nta tion/guide line
documentation/guide liness aand
nd cre a te d code that
created tha t fa lls in your
falls your
guide line s provide
guidelines d.
provided.
- We inve s te d more
invested more mone
money y into the aapp
pp with n
neew
w fe a ture s aand
features nd updates
upda te s which were
we re aagain
ga in
aapproved
pprove d by your
your de pa rtme nt
department
- We took on aa National
Na tiona l P TA pa rtne rs hip aas
TA partnership s our
o u r ssolution
olution wa
wass aa ssolution
olution that
tha t ma de ssuch
made uch aan
n impa ct
impact
on
on sschools
chools aacross
cros s the country.
country.
- AdditionalUpdates
Additiona l Upda te s were
we re ma de aand
made nd aapproved
pprove d
- We were
we re aadopted
dopte d by us e rs /pa re nts /s chools aand
users/parents/schools nd imple me nte d aafter
implemented fte r sspending
pe nding 100k
100k on aa N
NPPTA
TA
pa rtne rs hip for ma
partnership rke ting to sschools
marketing chools aand nd parents
pa re nts aaround
round the country.
The
Thenn With the la te s t upda
latest update te to our
o u r aapp,
pp, Apple rejected
re je cte d our
o u r aapp,
pp, sstating
ta ting that
tha t MDM wa s no longe
M D M was longerr
aallowed
llowe d aand
nd tha
thatt we
we would have ha ve to imple me nt aa ssolution
implement olution without using us ing MDM. AfteAfterr aa fe
feww back
ba ck
aand
nd forths
forths,, we we
were re dire cte d to Apple DTS where
directed whe re we we re passed
we were pa s s e d to Quinn
Quinn who ove overr the pe riod
period
of ove r aa month
ofover month aandnd ha lf he lpe d us
halfhelped us de ve lop the functiona
develop l NEVP N ssolution
functionalNEVPN olution that
tha t we re ce ntly
we recently
ssubmitted.
ubmitte d. Re je cte d aagain.
Rejected ga in.
How
H o w Ca
Can n this be
be?? How
H o w ca n the aapp
can pp that
tha t your own
o w n DTS te a m participated
team pa rticipa te d in building
building to re s olve
resolve
re je cte d MDM
the rejected M D M is s ue be then
issue the n rejected?
re je cte d? NEVPN
NEVP N was
wa s the proposed
propos e d ssolution
olution made
ma de by your
your
de pa rtme nt.
department.
We sspent
pe nt aan
n aadditional
dditiona l 30k+ in this fix jus t to be
fixjust be told “we
‘We no longe
longerr ssupport
upport P a re nta l Control
Parental Control

Apps ” which, in your App S
Apps” tore , you sstill
Store, till have
ha ve parental
pa re nta l control aapps
pps that
tha t aare
re purchasable
purcha s a ble aand
nd
downloa da ble tha
downloadable thatt us
usee MDM
M D M aand
nd eeven
ve n ssaya y in the de s cription they
description the y use
us e MDM. (Kids Lox)
(KidsLox)
P le a s e help
Please he lp us
us out here
he re aand
nd he lp me
help me unde rs ta nd aa little more cle
understand a r than
clear tha n the aanswer
ns we r we re ce ive d
received
from Bill “S orry, there
‘Sorry, the re is nothing I ccaa nn do”
is nothing
IIunderstand
unde rs ta nd tha
thatt yyou
o u aare
re aa very
ve ry high
high up eexec
xe c aand
nd VP
VP aatt Apple.
Apple . And
And I kknow tha t my la
n o w that s t 3 eemails
last ma ils
tha t we
that re aaddressed
were ddre s s e d to youyou ha ve been
have be e n aanswered
ns we re d by your
your te a m members,
team me mbe rs , but I aam m really
re a lly hoping
hoping to
ha ve aa conve
have rs a tion aand
conversation nd hope fully come
hopefully come up with aa re s olution tha
resolution thatt works for bothboth of us in re
ofus ga rds
regards
ma tte r. IIreally
to this matter. re a lly do nnot wa nt to take
o t want ta ke this is s ue to press
issue pre s s or pursue
purs ue aa le ga l confronta
legal tion, but aa
confrontation,
ssmall
ma ll compa
company ny like ours e lve s was
ourselves wa s just
jus t highly impa cte d by the
impacted theses e recent
re ce nt aactions.
ctions . IIwould
would pre fe r to
prefer
work with Apple in aa ssolution
olution ke e ping its high
keeping high reputation
re puta tion sstated
ta te d in aarticles
rticle s like :
https ://www.the
://www.thegua rdia n.com/te chnology/2018/ja n/09/a pple -childre
guardian.com/technology/2018/jan/09/apple n-pa re nta
-children-pare l-tools -controls -‑
ntal-tools-controls
iphone -a ddiction-cla ims -ope
-addiction-claims n-le tte
-open-le tterr
We would love to continue to work with Apple with our o u r Goya -Move ssolution
Goya-Move olution in aaddition
ddition to a
couple of othe r ssolutions
ofother olutions that
tha t we have
ha ve that
tha t would put
p u t Apple on the fore front of Digita l We ll-
ofDigital 11‑
Be ing aand
Being nd brought to the top aas s aa compa
companyny that
tha t ca re s aabout
cares bout Digita
Digitall He a lth when
Health whe n it pe rta ins to
pertains
Childre
Children.n.
Be ing aa National
Being Na tiona l P TA
TA P a rtne r, Im ssure
Partner, ure tha
thatt Ca lS TRS aand
CalSTRS nd JJana
a na P a rtne rs would aappreciate
Partners ppre cia te the
ssolutions
olutions tha
thatt we aare
re trying to work with Apple
Looking
Looking forwa rd to your
forward your prompt
prompt re ply
reply
Confidential
President
Confidential
Confidential

Subject: Re:
Subject: Re: Apple Cracks Down
Down on
on Apps That Fight
Fight iPhone
iPhone Addiction ‐- The New
New
York Times
From:
F r o m : "Tor Myhren"
Myhren" << Confidential
Confidential >
Received(Daie): Sat, 27 Apr 2019
2019 15:08:22
15:08:22 +0000
+0000
To::
To "Michael Lewis"
“Michael Lewis" <4 Confidential
Confidential >
Cc: 1‘ Confidential
Confidential ' ,< Confidential
Confidential F>,"Jared Gosler"
> ."Jared Gosler"
1_’ Confidential Kennedy" 1‘‑
,"Magdalen Kennedy"
k"Magdalen Confidential J>
< _ Confidential
" S >,"Scott Miller"
c o w m e r " < Confidential ‐ >
Date: Sat, 27 Apr 2019
Date: Sat‘ 2019 15:08:22
15:08:22 +0000
+0000
This quite
quite incriminating.
incriminating. Is
Is it true?
true?
> On
> On Apr 27.
27, 2019.
2019, at 8:03 AM, Michael Lewis
AM. Michael Lewis ‐>
< Confidential > wrote:
wrote:
>
> https://www.
> nytimes.com/2019/04/27/technology/apple-screen-time-trackers. html
https:/Iwww.nytimes.com12019/04/27/technologylapple-screen-iime‐trackers.html
-- SENSITIVE
HJC-APPLE-013175
S ubje ct: S
Subject: a fe WiFi
Safe WiFi// SSmart
ma rt Family
Fa mily
From:
m e ; Confidential
Re ce ive d(Date ):Tue , 09 Oct
Received(Date)EFue, O c t 2018 12:13:28
12:13:28 +0000
To:
To : "P hil S
"Phil chille r" Confidential
Schiller" Confidential
Cc: "Doug
"Doug Be ck" Confidential
Beck"Confidentia|
Date
Date:: Tue , 09 Oct 2018 12:13:28 +0000
Tue,090ct201812:13:28
P hil,
Phil,
IIwrite
write to request
re que s t your pe rs ona l eengagement
personal nga ge me nt aandnd inte rve ntion on two is
intervention s ue s of
issues s ignifica nce to the
ofsignif1cance
our
our work toge the r a nd our
together and o u r ongoing re la tions hip.
relationship.
Firs t, aas
First, s you
you mmaayy be aaware,
wa re , aafter
fte r eextensive
xte ns ive dis cus s ions aand
discussions nd eescalations
s ca la tions with your
your te a m, Ve
team, rizon
Verizon
ha s m
has meett continue
continued d re s is ta nce aand
resistance nd be e n force
been forcedd by Apple to remove
re move aa cus tome r-focus e d ca
customer-focused pa bility
capability
to block aad d tra cking from Ve
tracking rizon
Verizon’s S a fe WiFi aapplication.
Safe pplica tion. This is is dis a ppointing to Ve
disappointing rizon, aass
Verizon,
this fe a ture has
feature ha s be e n a popula
been popularr sservice
e rvice with our
o u r cus tome rs , aand
customers, nd dis a bling it will ca
disabling us e confus
cause confusionion
aand
nd conce
concern. rn.
The SSafe a fe WiFi aapp pp provide

providess cons ume rs the choice to
consumers to imple
implementme nt the importa
important nt privacy
priva cy
prote ctions of
protections o f a VP
V PN N aand
nd aadd tracking
tra cking blocking. The aad d tracking
tra cking blocker
blocke r fe a ture is
feature is compa ra ble to
comparable
eexisting
xis ting aad d tra cking blocking
tracking tha t cons
blocking that ume rs fre
consumers que ntly use
frequently us e when
whe n brows
browsing ing the web.
we b. Like othe
otherr
aapps,
pps , SSafea fe WiFi eextends
xte nds this protection
prote ction to brows
browsing ing aand
nd aapps
pps on thaemobile
the
’s mobile
us e r de vice . The
device.
fe a ture is
feature is only eenabled
na ble d by the cons ume r, reflecting
consumer, re fle cting our
o u r sshared
ha re d de s ire to provide cons
desire ume rs choice
consumers
in de te rmining the
determining ir le
their ve l of
level priva cy protection.
ofprivacy prote ction.
We do n not be lie ve our

o t believe our S a fe WiFi aapplication
Safe pplica tion viola te s Apple
violates ’s policie s , be
Abpflfolicies, ca us e no unauthorized
because una uthorize d
aactions
ctions aare
re de fa ulte d in the aapplication,
defaulted pplica tion, aand
nd the eend
nd u usseerr is
is fully informe
informedd on the benefits
be ne fits aand
nd
impa cts aassociated
impacts s s ocia te d with invoking
invoking this importa
importantnt privacy
priva cy protection
prote ction ca pa bility.
capability.
While my te a m aand
team nd IIdis
dis aagree
gre e with Aptsledemand
Apple
’s de ma nd to remove
re move the aad d tracking
tra cking blocke
blockerr fe a ture
feature
from Ve rizon’s S
Verizoris a fe WiFi aapp,
Safe pp, eespecially
s pe cia lly give
givenn the numerous
nume rous eexamples
xa mple s of othe r aapplications
ofother pplica tions
curre ntly offe
currently ring ssimilar
offering imila r functiona lity in the App S
functionality tore , we ha
Store, ve ne
have ve rthe le s s made
nevertheless ma de that
tha t ma te ria l
material
modifica tion to our
modification o u r ssolution
olution ‐– one that
tha t we be lie ve unfa
we believe irly aand
unfairly nd unnecessarily
unne ce s s a rily pre ve nts aa priva
prevents cy
privacy
prote ction our
protection o u r cus tome rs de
customers s ire .
desire.

In aaddition
ddition to the dis conne ct be
disconnect twe e n our
between two te
o u r two a ms for S
teams a fe WiFi, my team
Safe te a m ha
hass aalso
ls o made
ma de me
aaware
wa re of
o f a ne
n ew
w conce rn re
concern ga rding our
regarding our S ma rt Fa
Smart mily aapplication.
Family pplica tion.
Ve rizon’s S
Verizon’s ma rt Family
Smart Fa mily aapplication
pplica tion provides
provide s parents
pa re nts or gua rdia ns with aa long
guardians long lis
listt of cros s -OS
ofcross-OS
be ne fits including
benefits including loca tion aalerts,
location le rts , blocking
blocking of ha rmful conte
ofharmful nt, management
content, ma na ge me nt of a pprove d
ofapproved
conta cts , sscreen
contacts, cre e n time limits
limits,, aand
nd aappropriate
ppropria te downloa ding of
downloading a ge aappropriate
ofage ppropria te aapplications.
pplica tions .
This va lua ble ssolution

valuable olution le ve ra ge s Apple
leverages A p’s’ l MDM
e D M ca pa bility (a
capability nd ssimilar
(and imila r ca pa bilitie s from Google
capabilities Google))
in ssupport
upport of the s e fe
ofthese a ture s . My te
features. a m was
team wa s recently
re ce ntly aadvised
dvis e d by Apple thathatt M
MDM D M ssupport
upport would
be re move d from our
removed o u r aapplication.
pplica tion. S hould Apple ma
Should inta in tha
maintain thatt position,
pos ition, it would ssignificantly
ignifica ntly
pre judice S
prejudice ma rt Fa
Smart mily
Family ’s curre nt aand
current nd future ca pa bilitie s for Apple de
capabilities vice s .
devices.
Give
Given n the we ll-re ce ive d be
well-received ne fits of
benefits o mSema
a rrtt Family,
Fa mily, I rreeque
quest s t tha
thatt your
your teams
te a ms work dire ctly with
directly
mine to find
find aa worka
workableble ssolution
olution that
tha t will ma inta in the
maintain these s e importa
important nt fe a ture s within S
features ma rt Family
Smart Fa mily
for the Apple eecosystem
cos ys te m now
n o w aand
nd on aa go-forwa
go-forward rd ba s is .
basis.
While we re cognize Apple

recognize ’s inte re s t in aa well-ordered
interest we ll-orde re d eecosystem,
cos ys te m, Apple
’s re ce nt aactions
Aispiecent ctions ssuggest
ugge s t
aa pe rilous aabsence
perilous bs e nce of colla bora tion aand
ofcollaboration nd common
common ssense.e ns e . For
F o r eexample,
xa mple , we we re re
we were ce ntly force
recently forcedd to
sseek
e e k re vie w by your
review your App Re vie w Boa
Review Board rd of nons eensical
o f a nons ns ica l aand
nd aarbitrary
rbitra ry requirement
re quire me nt thathatt Verizon
Ve rizon
ma ke SSmart
make ma rt Fa mily aavailable
Family va ila ble to non-Verizon
non-Ve rizon ssubscribers.
ubs cribe rs . EveEven n aa curs ory unde
cursory rs ta nding of
understanding tha t
ofthat
sservice,
e rvice , aas s we ha ve eexplained
have xpla ine d to your
your te a ms , re
teams, ve a ls that
reveals tha t the sservice
e rvice is
is funda me nta lly tied
fiindamentally tie d to our
our
ssubscriber’suse
ubs cribe rs ’ us e of
o f oour
u r ne twork. Yet,
network. Ye t, eeven
ve n upon
upon “a ppe a l”, Apple ha
“appeal”, hass rejected
re je cte d SSmart
ma rt Fa mily on
Family
tha t ba
that s is .
basis.
Be yond the
Beyond s e re
these ce nt dis
recent conne cts between
disconnects be twe e n our te a ms , IIbelieve
o u r teams, be lie ve our
o u r product groups
groups neneede d to work
toge the r more
together more colla bora tive ly, aand
collaboratively, nd in the sspirit
pirit of pa rtne rs hip, on cus
ofpartnership, tome r-frie ndly aapproaches
customer-fiiendly pproa che s to
aapp
pp sstore
tore policies
policie s aand
nd importa
important nt aapplication
pplica tion eenablement
na ble me nt fe a ture s that
features tha t aare
re in the be s t inte
best re s ts of
interests
our
o u r cus tome rs .
customers.
To tha
thatt eend
nd aand
nd aass two orga niza tions committe
organizations committed d to re a l cus
real tome r choice aand
customer nd gre a t cus
great tome r
customer
eexperience,
xpe rie nce , I'd
I'd like to ssuggest
ugge s t that
tha t we
we gegett aa ssmall
ma ll group of s e nior le
ofsenior a de rs toge
leaders the r to dis
together cus s how
discuss
be s t to a void s ome of the mos t re ce nt dis conne cts de s cribe
best avoid some ofthe m o s t recent disconnects described above, so that d a bove , s o tha t we ca
can ensure we aare
n e ns ure re
both well
both we ll pos itione d to ssupport
positioned upport aa compre he ns ive eengagement
comprehensive nga ge me nt aand nd ssupport
upport mode
modell that
tha t puts our
our

cus tome rs ' ne
customers' e ds firs
needs firstt aand
nd fore mos t in aall
foremost ll of
o f oour
u r future
firture aactivities
ctivitie s together.
toge the r.
I llook
o o k forwa rd to hearing
forward he a ring your thoughts on SSafe a fe WiFi aand
nd S ma rt Family,
Smart Fa mily, aand
nd how be s t to ge
best gett the
te a ms toge
teams the r to re -a
together lign on our
-a1ign o u r future
fiiture eendeavors
nde a vors toge the r.
together.
Re ga rds ,,
Regards
Confi
l
S e nt from my Ve
Sent rizon iP
Verizon ad
iPad
Ve rizon -‐ m
Verizon aking5G im
making5G pos s ible to ignore
impossible ignore

Subject: Re:
Subject: Re: From
From aa young
young Parent -Ref'
-Ref ' Purging
Purging rivals'
rivals' in NYT
From: "Philip Schiller"
From: "Philip Schiller" < Confidential >
Received(Date):
Received( Date): Mon,
Mon, 29
29 Apr 2019
20 l 9 19:20:26
19:20:26 +0000
+0000
To::
To Confidential
Bcc: "Philip Schiller"

Bcc: "Philip Schiller" <4 Confidential
Col'lfidemial >
Date: Mon. 29
Date: Mon, 29 Apr 2019 19:20:26
19:20:26 +0000
+0000
Confidential
Confidential
you for considering

Thank you considering using
using Apple's products
products and
and for your email.
email.
iI would like
like to assure you
you that the App Store
Store team has
has acted responsibly in
acted extremely responsibly in
this matter,
this helping to
matter, helping to protect our
our children
children from
from technologies that could
technologies that could bebe used to
used to
violate their privacy and
and security.
security. After you
you learn
learn of some
some of the facts II hope
hope that you
you
agree.
agree.
Unfortunately the New

Unfortunately New York Times article
article you reference
reference did
did not
not share our complete
complete
statement, explain the risks
statement, nor explain risks to children
children had
had Apple notnot acted
acted on their behalf.
behalf. Apple
has long
has long supported
supported providing
providing apps on on the App Store,
Store, that work like
like our ScreenTime
feature, to
feature, to help
help parents
parents manage
manage their
their children's access to
children’s access to technology
technology and
and we will
we will
continue to encourage development of these apps. apps. There are many great appsapps for
parents on
parents on the App Store.
Store, like
like “Moment
"Moment - Balance
Balance Screen
Screen Time”
Time" byby Moment
Moment Health
Health and
and
"Verizon
“Verizon Smart Family" by Verizon Wireless.
Family" by Verizon Wireless.
However, over the last

However, last year we became
became aware
aware that some parental
parental management
management apps apps
using a technology called
were using called Mobile
Mobile Device
Device Management
Management or "MDM”
"MDM" and installing an
and installing an
MDM Profile
MDM Profile as a method
method to limit and and control
control use devices. MDM
use of these devices. MDM is a technology
that gives
that gives one party
party access
access toto and control over many devices,
and control devices. it was
was meant
meant to be used
be used
by a
by a company
company on on it’s
it's own
own mobile
mobile devices
devices as
as a
a management
management tool,
tool, where
where that
that company
has a right to all
has all of the data andand use
use of the devices.
devices. The MDMMDM technology is not not
intended to
intended to enable
enable aa developer
developer to to have
have access
access to and control
to and control over consumers' data and
consumers' data and
devices, but
devices, but the apps
apps we removed
removed fromfrom the store did
did just that.
that. No
No one,
one, except
except you,
you,
should have unrestricted
should have unrestricted access
access to to manage
manage your child's device.
your child’s device, know
know their
their location,
location.
track their
track their app
app use,
use, control
control their mail accounts.
their mail accounts, web
web surfing, camera use.
surfing, camera use, network
network
access, and
access. and even
even remotely
remotely erase
erase their devices.
devices. Further,
Further, security research
research has
has shown
shown
that there is risk that MDM MDM profiles
profiles could be used
used as as a technology for hacker
hacker attacks by by
assisting them in installing apps for malicious purposes on users'
assisting them in installing apps for malicious purposes on users' devices. devices.
When the App Store team investigated
investigated the use
use of MDM
MDM technology by by some developers
some developers
of apps
of for managing
apps for managing kids
kids devices
devices and
and learned
learned the
the risk
risk they create to
they create to user privacy and
user privacy and
security,
security. we asked
asked these developers to stop using
using MDM
MDM technology in in their apps.
apps.
Protecting user privacy
Protecting privacy and
and security is paramount in the Apple
secun'ty is ecosystem and
Apple ecosystem and we have
have
important App Store
important Store guidelines to not allow apps
apps that could pose a threat to consumers
could pose consumers
and security.
privacy and security. We will to provide
will continue to provide features,
features, like
like ScreenTime, designed to
ScreenTime, designed to
help parents
help manage their
parents manage children's access
their children’s to technology
access to technology andand we
we will
will work with
work with

SENSITIVE BUSINESS
HJC-APPLE-013221
_
developers to offer many great apps
technologies that
technologies
Thank you,
Phil
Phil
From:
Dear
you,
Subject:
Dear Tim
Until
to iphone
that are safe
From a young
Subject: From
Date: April
Date:
rTO:
April 29,
o
safe and
Confidential
apps on the App
private for
and private
Parent ~Ref
young Parent
29, 2019
2019 at 9:58:33 AM
‑
I am an Apple customer from India.
Until 2017 I was an

SE.
iphone SE.
As I was battling
India.
an Android phone
phone user,
for us
us and
Confidential
-Ref'' Purging
as I kept
user. asI
Store for these uses.
App Store
and our children.
Purging rivals'
AM PDT
PDT
children.
NYT
rivals' in NYT
kept looking
looking for a
battling my decision to jump over to Apple ecosystem,

Govt when requests
requests were
were made
made to
weaken the encryption system
That was the Moment

system ..
Moment I made
made the
the decision and
uses, using
a compact
using
compact phone
ecosystem, you stood
came into
and came into iPhone
iPhone world.
world.
phone the
the search led
stood strongly against

led me
against US
me
A year ago,
ago, I got upset as SE‘s
upset as SE's brand
brand new version never came, However
never came, However I took asa
as a change
change that
cannot be stopped.
be stopped. Obviously there are multitude reasons
are multitude reasons why a Manufacturer would
a Manufacturer would
not
n o t continue with a
a range of product.
range of product.
I ama
am a parent, we have
parent , we have two
two kids, 4 & 7.
kids, 4 7. My wife owns an an Android, a happy
Android, a android user.
happy android user. In
recent
recent weeks we
we were discussing to get
were discussing get iphone
iphone for her
her too so we
too so can be
we can be in same
same ecosystem
ecosystem thus
start using
start using apps that would become
become useful
useful for us in managing
usin managing household activities.
household activities.
One of the points

One of points that made
made me support this approach was,
me support was. the
the ability to secure
secure the phones of
phones of
by parent,
children by parent, i.,e
i.,e Parent
Parent controls which I could
could easily download
download knowing
knowing Apple's
Apple's app
app
approval process
approval process is stronger
stronger
than Android.
Android.
And now,
now , I read
read this article
article in NYT
NYT where it is
is upsetting
upsetting to
to read
read that :: ( rPurging
'Purging Rivals'
Rivals',. Jack
Nicas
Nicas The NewYorkTimes.
NewYorkTimes. 29 29 April 2019).
20I 9).
-- SENSITIVE
HJC-APPLE-013222
1)
I) In the ambition
ambition to win over parental apps, you are
parental control apps, are unethically
unethicalIy killing entrepreneurs and
killing entrepreneurs
small business.
business.
2)
2) in this greed
greed,, Apple is
is making
making kid's safety a
a collateral damage.
damage.
]I have
have put
put the decision
decision on hold
hold and
and I am
am even
even considering
considering returning
returning to
to Android,
Android, of course
course aa
iphone
iphone buyer of SE
SE won't affect your bottom-line,
bottom-line, I hope
hope as
asaa person who stood
stood up
up ethically for
the customer's privacy you would value our Children's safely too.
Children's safety too.
I hope a review process

hope a process in light
light of
of the article
article that appeared
appeared in the newspaper
newspaper would correct the
unethical and Unsafe
unethical and Unsafe practice
practice Apple is carrying
carrying out with blind
blind ambition.
ambition.
Best
Best regards
regards
Confidential
Confidential
Truth is a
a pathless
pathless land
land

SENSITIVE BUSINESS
HJC-APPLE-013223
Subject: R e m
Subject: Re: Confidenti parental
-arental restriction
restriction app
a ‑
From:
From: Confidential
Confidential
Received(Date): Sun, 28
Received(Dale): Sun, 28 Apr 2019 12:49:32
12:49:32 +0000
+0000
To:: "Philip
To "Philip Schiller"
Schiller" < Confidential >
Date: Sun, 28
Date: Sun, 28 Apr 2019 12:49:32 +0000
12:49:32 +0000
Mr Schiller,
Schiller,
Thanks for your reply.

reply. We should acknowledge
acknowledge that Apple
Apple has
has been aware
aware that these apps
apps were
were
using
using MDM
MDM for a a long
long time, and continued to
time. and approve them to stay in the
to approve the App Store.
Store.
Mobile
Mobile device management (MI)M) is EXACTLY what many parents
management (MDM) parents need
need to control
control their kids
kids
devices. Please
devices. Please restore
restore this functionality that has
has existed for years.
years. Screen Time is
is much
much less
less
effective "watered down“
effective and “watered down" in comparison
comparison.
My son doesn't get “screen"screen time limits"

limits". HeHe has
has to do his
to do his work to
to be earn access
be eam access to
to his
his game
game
apps each day.
apps day. 30mins
30mins of of work grants him
him 30mins on his apps. Or 45mins
his apps. 45mins etc.
etc. This is not
something he
something he requests
requests - ‐ it is something
something I initiate
initiate and
and enable from my device thanks to
my device to OurPact
OurPact
and its
and its use
use of MDM.
M D M The other option is is to
to physically
physically take away and
and give
give back the phone each
phone each
day. MDM
day. M D M is a software
is a software solution that isis better
better than physically taking
taking away the phone and
phone away and
giving it back.
giving back. If If we
we cannot have
have robust control of of our children's iPhones
iPhones once again, we
once again, we will get
them anan Android instead so that we
instead so we can once
once again have
have that control.
control.
Please allow parental

Please parental control
control software to
to use
use MDM.
M D M This is just asimportant
as important ascorporations
as corporations
using
using MDM
M D M for their employees.
employees. One
One could even
even argue
argue that it's
it‘s more
more important
important than the reasons
reasons
corporations have
corporations have for using
using MDM.
MDM. Our children's
children’s health
health is stake.
is at stake.
Thank you.
you.
On Apr 27,
On 27, 2019, at 6:30
2019, at 6:30 PM,
PM, Philip
Philip Schiller < Confidential > wrote:
wrote:
Confidential
Confidential
Thank you for being

being aa customer
customer of
of Apple's
Apple’s products and for your email.
products and email.
I1would like
like to assure
assure you
you that the
the App Store
Store team
team has
has acted
acted extremely responsibly in this matter,
matter,
helping to protect
helping our children from technologies that could
protect our could be
be used
used to violate their privacy and
and
security. After
security. Alter youleam
you Ieam of some
some ofthe
of the facts I hope
hope that you agree.
you agree.
Unfortunately the
the New York Times article article you reference
reference did
did not share our complete
not share complete statement,
statement,
nor explain the risks
nor risks to children had
had Apple not acted
acted on their behalf.
behalf. Apple
Apple hashas long supported
long supported
providing apps on
providing apps on the
the App Store,
Store, that work like our ScreenTi
like our ScreenTime feature, to
me feature, to help
help parents
parents manage
manage
children's access to
their children’s to technology andand we
we will continue
continue to encourage
encourage development of these
apps. There are
apps. are many great
great apps
apps for parents
parents on the
the App Store.
Store, like "Moment - Balance
like “Moment Screen
Balance Screen
Time" by
by Moment
Moment Health and “Verizon
Health and "Verizon Sman
Smart Family"
Family” by
by Verizon Wireless.
Wireless.
-- SENSITIVE
HJC-APPLE-013251
However,
However. over thethe last year we became aware that some
became aware some parental
parental management
management apps apps were using
using a
technology called Mobile
Mobile Device
Device Management
Management or “"MDM'
M D M ” and
and installing
installing an
an MI)M
M D M Profile as aa
Profile as
method
method to limit and control
limit and control use of these
use of devices. MDM
these devices. MDM is aa technology that gives one one party
access to and
access and control over many devices.
devices, it was meant to be be used
used by
by aa company on on ifs
it's own
mobile devices as a management
mobile devices as a management tool, tool, where that company has a right to all of
has a right to all of the data and use
and use ofof
devices. The MDM
the devices. MDM technology is not intended
intended to enable aa developer to have access to
have access to and
and
control over consumers' data and devices,
control devices. but
but the apps
apps we
we removed
removed from the storestore did
did just that.
that.
No one, except you,
No one, should have
you, should have unrestricted access to
unrestricted access to manage
manage your child’s
child's device,
device, know their
location,
location. track their app
app use,
use, control their mail accounts, web surfing
mail accounts, surfing, camera
camera use,
use, network
access, and
access, and even remotely erase
devices. Further,
research has shown that there
has shown there is
is
risk that MDM
MDM profiles
profiles could
could be
be used as a technology for hacker
used asa attacks by
hacker attacks assisting them in
by assisting
installing apps for malicious
installing apps malicious purposes
purposes onon users' devices.
users' devices.
When the App Store team investigated

investigated the
the use of MDM
use of M D M technology by some developers
by some developers ofof apps
apps
for managing
managing kids and learned
kids devices and Ieamed the risk they create
create to
to user
user privacy and security, we
and security, we asked
asked
these developers to stop using
using MDM
MDM technology in their apps.
apps. Protecting
Protecting user
user privacy and
and
security is paramount
paramount in the
the Apple ecosystem
ecosystem and
and we
we have
have important
important App Store
Store guidelines
guidelines to not
not
allow apps that could pose a threat to consumers
pose a consumers privacy and
and security.
security. We will continue to
provide
provide features,
features. like ScreenTime, designed
like ScreenTime, designed to help
help parents
parents manage
manage their children's
children' s access
access to
technology and wewe will work with developers to offer many great apps on the App
many great Store for these
App Store these
uses,
uses. using
using technologies that are
are safe and
and private
private for us
us and our children.
and our children.
you,
Thank you,
Phil
Phil
From: Confidential
Date:
Date: April 27,
27,2019 8:05:21 AM
2019 at 8:05:21 AM PDT
PDT
To:
T o
Confidential
‑
Subjectz-parental
Subject: Confidential parental restriction
restriction app
Mr Cook,
Cook,
]I ama
am a parent of 3 3 young children. Apple
young children. Apple recently enabled
enabled screen
screen time restrictions
restrictions on iOS,
iOS, which
which
was a a great development. However,
_reat development. However. Apple then removed
removed several apps apps from the App Store such as
Store such as
Confidenti which have
have much
much more advanced options
more advanced options not available in iOS
n o t available Time. As
iOS Screen Time. result.
As aa result,
for many parents
parents who used
used confidenti we
we have
have LOST
LOST many restrictions
restrictions options that we we had
had
before. It is
before. is ironic
ironic that Apple's
Apple's actions
actions through removal
removal of this app have
this app have resulted
resulted in the
the loss
loss of
many
many parental controls such as
parental controls as remote
remote locking
locking and unlockin of
and unlocking of apps.
a- us. I amve
am very familiar with with
ScreenTime functions,
ScreenTime functions. and
close.
close.
and they simply do
do not replicate
n ot replicate whagfloffers.
what Confidential ~ offers. Not
Not even
even
Please allow-
Please allou Confidenti to continue
continue offering
offering its services on iOS.
its services iOS. It is used
used my many thousands of
of
iOS
iOS uses.
uses. You have
have taken away
away capabilities
capabilities that are
are simply not offered on
not offered on iOS.
iOS.
-- SENSITIVE
HJC-APPLE-013252
Thank you.
you.
Confidential
Confidential

SENSITIVE BUSINESS
HJC-APPLE-013253
Subject: Re:
Subject: Re: Parental controls
Parental controls
Fro
From:
m 3 Confidential
Confidential
Received(Date): Sat, 27 Apr 2019

Received(Dale): Sat, 22:48:06 +0000
2019 22:48:06 +0000
To:: "Philip
To "Philip Schiller"
Schiller" < Confidential
Date: Sat, 27
Date: Sat, 27 Apr 2019 22:48:06 +0000
2019 22:48:06 +0000
Phil‑
Phil-
Your explanation is very convenient,

convenient, for Apple to completely dominate the
the parental controls
parental controls
market with aninferior
an inferior product.
product.
I have
have already reached
reached out toto both of my Senators about this monopolistic,
my Senators monopolistic, opportunistic power
power
grab by
grab by Apple.
Apple. It is
is not right.
right. I have also written a
have also a letter
letter to the
the editor at the
the Washington post,
post.
which willlikely
will likely be
be published
published next week.
week. Next week I will contact the Govemor’s
Governor's office of the
the
state of Califomia
state California
Surely Apple do better than this.

Apple can do this. If
If this issue
issue not
not corrected,
corrected, we
we will sign up
up for an
an android
phone next time.
phone time. Please,
Please. try to help
help your customers.
customers, rather
rather than just your pocketbook.
pocketbook. Thank you.
you.
Confidential
end of the world.

What the caterpillar calls the end world, the Master
Master calls butterfly.
calls the butterfly.
Richard Bach
- Richard Bach
On
On Apr 27,
27, 2019, at 3:38 PM,
2019, at PM, Philip
wrote:
Confidential
Thank you for being customers of

being customers of Apple
Apple and for your email.
email.
I would like
like to assure
assure you
you that the App Store
Store team
team has
has acted
acted extremely responsibly in this matter,
matter,
helping to protect
helping our children from technologies that could be
protect our be used
used to violate their privacy and
and
security. After you
security. youleam
learn ofsome
of some ofthe
of the facts I hope
hope that you agree.
you agree.
Unfortunately the
the New York Times article
article you reference
reference did not share our complete
not share complete statement.
statement,
nor
nor explain the risks
risks to children had
had Apple not acted on their behalf.
not acted behalf. Apple
Apple has
has long
long supported
providing apps
providing apps on the App Store.
Store, that work like ScreenTime feature,
like our ScreenTime feature. to help
help parents
parents manage
manage
their children’s
children's access toto technology and
and we
we will continue
continue to encourage development of these
to encourage
apps. There are
apps. are many great
great apps
apps for parents
parents on the
the App Store.
Store, like "Moment -- Balance
like “Moment Screen
Balance Screen
Time" by
by Moment
Moment Health "Verizon Smart Family"
Health and “Verizon Family" by Verizon Wireless.
Wireless.
However,
However. over the last
last year we became
became aware
aware that some
some parental
parental management
management apps
apps were using
using aa
technology called
called Mobile
Mobile Device
Device Management "MDM' and
Management or “'MDM' and installing
installing an
an MI)M
MDM Profile as aa
Profile as
method
method to limit
limit and control
control use of these
use of devices. MDM
these devices. MDM is aa technology that gives one
one party
party
-- SENSITIVE
HJC-APPLE-013265
access to and control over many devices,
access devices. it was meant
meant to be
be used
used by
by aa company on on ifs
it's own
mobile devices as
mobile devices as a
a management
management tool,
tool, where that company has a right to
has a all of
to all of the data and
and use
use of
of
the devices.
devices. The MDMMDM technology is not intended
intended to
to enable aa developer toto have access to
have access to and
and
control over consumers' data and and devices,
devices. but
but the apps
apps wewe removed
removed from the storestore did
did just that.
that.
No one,
No one, except you, should have unrestricted access to manage
you, should have unrestricted access to manage your child's device,
child’s device, know their
location,
location. track their app
app use,
use. control their mail
mail accounts,
accounts. web surfing.
surfing, camera use,use. network
access, and
access, and even
even remotely erase
devices. Further,
research has shown that there
has shown there is
risk that MDM
M D M profiles
profiles could be
be used as aa technology for hacker
used as attacks by assisting
hacker attacks assisting them in
installing apps for malicious
installing apps malicious purposes
purposes onon users' devices.
users' devices.
When the App Store

Store team investigated
investigated the
the use of MDM
use of MDM technology by some developers
by some developers of
of apps
apps
for managing
managing kids and learned
kids devices and learned the risk they create
create to
to user
user privacy and security, we
and security. we asked
asked
these developers to stop using
using MDM
M D M technology in their apps.
apps. Protecting
Protecting user
user privacy and
and
security is
is paramount in the
the Apple ecosystem andand we
we have
have important
important App
App Store
Store guidelines
guidelines to not
apps that could pose
allow apps pose a threat to consumers
consumers privacy and
and security.
security. We will continue to
will continue
provide
provide features,
features. like ScreenTime, designed
like ScreenTime. designed to
to help
help parents
parents manage
manage their children‘s
children's access
access to
to
technology andand we will work with
with developers to offer many great apps on the App App Store
Store for these
these
uses,
uses, using
using technologies that are
are safe and
and private
private for us
us and our children.
and our children.
Thank you,
you,
Phil
Phil
From: Confidential
Date: April 27, 2019 at 10 04 02 AMPD'l
To: Confidential
Subject: Parental controls
Hi Mr. Cook-
I just read in the New York Times about how Apple is forcing parental control apps out of
business. We have been using contidentia and it has made our family life much much better.
Our kids still use

kids still use their phones,
phones, but with appropriate
apprOpriate limits. The research
limits. The research on Device
Device use
use clearly
shows that limiting device use
limiting device use leads
leads to
to happier kids.
kids.
Please,
Please, Mr. Cook, either drastically improve
Mr. Cook, improve the
the Apple
Apple parental controls (which
parental controls (which are
are almost
completely unhelpful currently) or let
unhelpful currently) let the others live
live again.
again. Thank you.
you.
Confidential
What the caterpillar calls the end of the world, the Master calls the butterfly.
Richard BGCh
- Richard Bach
-- SENSITIVE
HJC-APPLE-013266
Apple Need to Know Confidential '
MEMORANDUM
Date:
Date: January 31, 2017
To: Antitrust File
From: Deena Said, Antitrust Compliance Officer
Subject: Section V.H of Final Judgment
Pursuant to Section V. H H of the Final Judgment, Apple’s Antitrust Compliance Officer shall furnish to the
United States and the Representative
Representative Plaintiff
Plaintiff States on a quarterly basis electronic copies of any non-
non‑
privileged communications with any Person containing allegations of Apple’s non-compliance
non‐compliance with any
provisions of this Final Judgment or violations of the antitrust laws.
laws.
For the period October 11 to

to December 31, 2016 (roughly Apple’s First Quarter), Apple did not
n o t receive
any new allegations of Apple’s non-compliance
non‐compliance with any provisions of the Final Judgment or violations
ofthe
of the antitrust laws.
laws.
In
In previous reports,
reports, II have provided letters from Spotify alleging anti-competitive
anti‐competitive behavior on the part
of Apple as
as well as
as Apple’s response.
response. II am now providing a letter sent by Apple’s General Counsel to
Spotify’s General Counsel, explaining that Apple had discovered, once again, that Spotify was not not
complying with the App Store rules.rules. Spotify’s General Counsel responded to this letter on November 21,
2016.

October 28, 2016
Horacio Gutierrez
General Counsel and Secretary
Spotify USA Inc.
45 w. 18th Street
7th Floor
New York, NY 10011
Dear Horacio,
It pains me to have to write this letter. I had hoped that we had resolved the issue of Spotify’s
compliance with our App Store rules when Apple approved Spotify’s most recent app update.
On the surface that app appeared to comply with Rule 3.1.1, a rule we have discussed with your
team at length. Unfortunately, aswe have lately discovered, the new app does n o t comply
with Rule 3.1.1 ‐ it merely disguises that non‐compliance in a way that makes it difficult for our
reviewers to detect. Apple has gone above and beyond to explain its rules to Spotify, spending
inordinate time and resources with your team to insure that you are given every opportunity to
conform your app ‐ just as every other app developer has done. We have provided multiple
opportunities for you to address those issues, including expedited review of Spotify’s most
recent submission. Despite all of this effort it appears that Spotify is attempting, once again, to
receive specialized and privileged treatment.
As you must be aware, Spotify’s current app directs users to link out of the App Store and go to
Spotify’s website for all commercial transactions. The app presents an ad to users acquired via
Apple‘s App Store that encourages the user (at the conclusion of their free trial period) to click
on the ad and be directed to Spotify's website to pay for Spotify’s premium service. As you and
the entire Spotify team know, because we have explained it to you repeatedly, this violates Rule
3.1.1.
Spotify is once again using the App Store asa means to attract potential subscribers while at
the same time ignoring the rules of the App Store. As I have stated before in correspondence
with you, ifa developer is selling digital content from within its app then it must use in-app
purchase. If a developer chooses not to use in‐app purchase, it is free to do so. A developer is
also free to sell traditional content such as music (including via subscription) outside of the app
and then offer consumers a way to access that content from within app. What a developer
cannot do is seek to use its iOS app asa marketing tool to redirect consumers outside of the
app to avoid in-app purchase. This fundamentally undermines the App Store business model.
Apple
1 Infinite Loop
Cupertino. CA 95014
T 408 996-1010
F 408 996‐0275
www.apple.com
HIGHLY
I
It is unfortunate that Spotify has decided to willfully and deliberately violate our rules once
again. Spotify must immediately bring its app into compliance by removing this latest feature
and any other feature that violates our rules. As has been the case throughout this process, we
remain available to answer any questions you may have about those rules. The required
changes to your app are easy to implement and can easily be explained to your team.
Apple has treated Spotify in a fair and transparent matter throughout this process. However,
we cannot allow Spotify to ignore rules that apply equally to all other developers. If our rules
change I will let you know at once but for now, and in the future, if Spotify wishes to continue
to utilize the App Store, it must follow the rules that apply to every other app developer. Your
failure to do so will result in removal from the App Store. I remain hopeful that we can finally
move past this issue.
Kind Regards,
Bruce Sewell
Vice President and General Counsel
Apple Inc.
HIGHLY
@ Spotify®
November
November 21,
21, 2016
2016
Bruce
Bruce Sewell,
Sewell, Esq.
Esq.
SVP,
SVP, General
General Counsel
Counsel and
and Secretary
Secretary
Apple Inc.
Inc.
11 Infinite
Infinite Loop
Loop
Cupertino,
Cupertino, CA
CA95014
Dear
Dear Bruce:
Bruce:
II w
was
a s surprised by your October
by your October 28
28 letter.
letter. Considering
Considering that Apple twice twice approved the latest
latest
versions
versions of of our
o u r app,
app, we
we thought wewe had
had moved
moved past
past these
these issues
issues and
and the
the sorts
sorts of
of threats
threats
your
your letter
letter makes
makes against
against us
us and
and our
o u r users.
users. Since
Since it
it appears
appears we
we have
have not
n o t and your team
and your team has
has
a e the
n o w taken e remarkable
e a ab e step e off revoking
e g aapprovala ffor SSpotify’s
f previously
e aapproved
ed aapp
and,
and, once
once again,
again, threatening us with removal
removal of our
o u r app
app from
from the
the App Store,
Store,II would
would like
like to
set
set the
the record
record straight.
FFirst, you say

a thata SSpotify’s f ccurrent
rrent app di ec users
app ”directs e to link o u t off the
he App
A Store
S e and g to
and go
SSpotijjl's
if website
eb i e for
f all
a l l ccommercial
mme cial transactions.”
an ac i n That That is
is not
n o t true.
true. Our
Our app
app does
does not
n_ot include
include
aa link to SSpotify’s
f a e fflow, aand
payment d SSpotifyf is in no way a violating
a g Apple’s
A e A App SStore e
rules.
rules. Instead,
Instead, Apple seems seems intent
intent on
on preventing
preventing Spotify
Spotify from
from communicating
communicating with its its
customers,
customers, even via e-mail
even via e-mail outside
outside the
the app
app itself.
itself. Plainly,
Plainly, there
there isis no
no legal
legal or
or contractual
contractual
ba
basis ffor A
Applee to interfere
e fe e with aapp de e e right
developers' g to d ec aand
directly d ffreely
ee ccommunicatecate
with their
their customers,
customers, especially in in aa case
case like
like this where
where the communication
communication takes place
outside
outside the
the app
app itself.
itself.
Second,
Second, youyou suggest
suggest that
that Spotify somehow misled Apple into i n t o approving
approving its its app.
app. But you
B u t you
know thatthat when
when our
o u r app
app was
w a s approved back
back in Septembe
September, it w aas submitted
b ed aat your team’s
ea
express
express invitation
invitation and
and with aa specific request
request to
to update specific features;
features; it was
it w a s not
not
conditioned uponupon any
any change in the operation
operation of the app
app or anyany other commitment
commitment on the
part
p a r t of Spotify. It is clear
clear from
from our
o u r correspondence on thisthis topic
topic over
o v e r the
the last
last several
several
months that a SSpotify’s
f position has a bee
been cclear
ea aand
d ccompletely
e e ab aboveeb a d aand
board, d that
a it has
a
not
n o t change during thethe app
app review
review and
and approval process.
process.
A
A e U
le's a a ed C
Unwarranted a
Com laints Ab
About SS o t if 's C e A
Current A
Your e e aand
Yo u r letter dA e A
Apple's App Re e Tea
Review Team ccomplain a thata our A a e the
App violates e App
A SStore e
e in t w o ways:
rules a (1) beca e wee serve
because e e aan ad
ad ffor SSpotify’s
f fa a that
family plan a d e n o t link to
does
any
any external
external purchase mechanisms;
mechanisms; and
and (2) because
because of an off-platform email
email to Spot f
Spotify’s
users.
users. Ne e violates
Neither ae A e rules.
Apple's e

HJC-APPLE-013581
é Spotify®
SSpotijjl's
if Fa il Pla
Family Ad
Plan Ad
On November 2,
OnNovember 2, yyour
o u r review
review team
team revoked
revoked approval of
of our
o u r app
app and
and informed
informed us
us that
that an
an ad
ad
ffor SSpotify’s
f P e
Premium ffor Fa a violates
Family plan ae R e 3.1.1. The
Rule The ad
ad shows
shows three
three screens.
screens.
‘ S W “ ° ” 3 7 * 3 5 ° “ ' - - Sum-n v m y $ 3 5 “ » - - s i i i i i i a 20:23 1 3 5 m »
( Resolution Center fa < “smut-m Camp, Q < Resommn C a m e , 4.“
If
If aa u see r selects
e ec the he “Learn
Lea M e b
More" button, the he u see r is d ec ed to aa “walled-off"
directed a ed- ff web-page
eb-page
that provides information ab about SSpotify’sf d c
discounted ed FaFamily P a SSpotify
Plan. f specially
ec a
designed this walled-off web-page to
this walled-off to comply with the App Store
the App Store rules. As such,
rules. As such, the
the ad
ad does
does
n o t link to S f web-based
Spotify’s eb-based payment
payment flow fl o w nor
n o r does it
it provide information
information about how to to
cha e the
purchase he Fa
Family P a IIt is n o t possible
Plan. b e ffor a u see r to navigate
a ga e to SSpotify’s
f web-based
eb-based
payment
payment flow fl o w from
from the
the site. See https://www.spotify.com/us/watch-now/family-learn-
site. See h t t s: w w w. s o t i .com us watch-now famil -learn‑
more/.
morez. The The ad ad neither li k
neither ”Iink[s] o u t to eexternal
e al mechanisms”
echa i for
for purchase (former RuleRule
11.13) nor di ec
n o r ”direct[s] ccustomers
e to purchasing
cha i g mechanisms
echa i he than
other ha IAP
IAP” (Rule 3.1.1). As
As
such,
such, wewe areare confused
confused asas to
to why Apple is is now
n o w claiming thisthis ad violates the
ad violates App Store
the App Store Rules
Rules
and
and would
would appreciate
appreciate anan explanation of why yyou o u believe
believe this violates App
this violates App Store
Store Rule
Rule 3.1.1,
3.1.1,
and
and why you you believe
believe this
this rule
rule applies to to the
the Spotify
Spotify appapp in
in the
the first
first place.1
place.1
11 Your
Your letter
letter and
and the
the App Review
Review Team
Team repeatedly refer
refer to Rule
Rule 3.1.1, which was
which w a s introduced
introduced in June
2016
2016 after
after months
months of disagreement with Spotify about these very
about these very issues.
issues. Apple publicly stated that
stated that
he gguidelines
"the de e themselves
he e e ha e cha
haven’t ged in that
changed" ha update.
da e See
See
https://developer.apple.com/news/?id=06132016c.
https:L/developer.apple.com/news/?id=06132016c. To the the extent that you
extent that you interpret
interpret Rule
Rule 3.1.1
3.1.1 as
as
having
having altered the
the scope
scope of
of the previous
previous rule 11.13,
11.13, it
it does not
n o t apply to
to our
o u r situation
situation because it
it is
is a
a
unilateral change designed to prohibit
prohibit behavior that was
w a s previously in compliance with Apple's old
rules.
rules.

@ Spotify®
Free
Free Trial
Trial and
and Off-Platform Communications
Communications with Customers
Customers
Sec d your A
Second, App Re ie Team
Review Team ha
has agai ake iissue
again taken e with
i h SSpotify’s
if ffree-trial
ee-trial and
and email
email
ccommunications
mm ica i i h iits ccustomers,
with me claimi
claimingg that
ha these
he e ccommunications
mm ica i i la e Apple's
violate A le
App
App Store
Store rules.
rules.
Examples of Spotify Emails Offering Users

Users A Free
Free Trial
6 Spotify 3 Spotify
Try Spotify
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an extra 30 days Give Premium music experience
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G E T 3 0 D AY S FREE
3 Spotify
To
To be
be clear,
clear, these
these communications
communications with with ouro u r customers
customers about
about the
the 30-day trial
trial of
of Premium
Premium
service
service take
take place over
o v e r email,
email, entirely outside
outside the
the iOS
iOS app
app environment.
environment. Apple and and
numerous
numerous third
third party
party app
app developers do just just the
the same.
same. I cannot
cannot understand
understand howh o w Apple
would
would think it has has the
the right to control
control or shut shut down
down those
those off-platform and
and out-of-app
ccommunications
mm ica i i h SSpotify’s
with if ccustomers.
me There
There is
is nono legal
legal or
or legitimate business
business
justification
justification for
for such
such an
an intrusion
intrusion into
i n t o communications
communications between
between anan app
app developer andand its
its
customers
customers that
that occur via email,
occur via email, completely outsideoutside the
the app.
app. Indeed,
Indeed, in my July 18,18, 2016
2016
letter
letter to
to you,
you, II wrote:
wrote:
Given
Given the absence of any any in-app
in-app mechanism for for subscription, it appears
appears once
once again
again
that
that Apple takes
takes the
the position
position that
that even
even off-platform emails
emails sent
sent by Spotify to users
users
off iits ffree
ee aapp violate
i la e Apple's
A le App A SStore
e rules
le unless
le wee ag ee to use
agree e A le
Apple's
IAP. Yet, there is no contractual or legal
IAP. Yet, legal basis
basis for
for such
such assertion,
assertion, and a ban of all
such
such off-platform communications
communications represents
represents an an unreasonable
unreasonable (and
(and crippling)
HIGHLY
é Spotify®
interference
interference by
by Apple in
in the
the business
business of
of freemium
freemium app
app developers like
like Spotify, who
Spotify, who
depend upon
upon such
such marketing
marketing efforts
efforts to build
build their
their business.
business.
Neither
Neither you
you nor
n o r anyone
anyone else
else at Apple ever
ever responded
responded to these
these concerns.
concerns. We had
had no reason
reason
to think this wwasa s an
an ongoing
ongoing issue.
issue. B a
But, m o s t importantly, aas a general
e e a m aa t tee r Apple's
A e
aattempt
e e fe e with SSpotify’s
to interfere f ccommunication
mmunication with with its
its users
users is
is unlawful,
unlawful, and and an
an
ea ab e eextension
unreasonable e off the
e letter
e e aandd spirit off A e o w n App
Apple's A SStore eR e with serious
Rules e
anti-competitive
anti-competitive effects.
effects.
Apple Has
Has Constantly
Constantly Changed
Changed Its
Its Rules
Rules and
and Applied Them
Them Inconsistently
Inconsistently
You
Yo u also
also claim that
that these rules
these ”rules apply equally to all
all other
other developers.
developers.” This,
This, too,
too, is
wrong.
wrong. Like
Like prior
p r i o r correspondence, your
your letter
letter ignores
ignores that
that Apple is favoring
favoring its
its own
own
downstream
downstream music
music streaming
streaming service
service by imposing
imposing discriminatory and and unfair
unfair terms
terms and
and
conditions
conditions onon Spotify--instead
Spotify--instead of of competing
competing on on the
the merits.
merits. In
In addition,
addition, Apple applies its
its
IAP
IAP rules
rules only to appsapps that
that charge for
for digital goods, which
which happen
happen to be the apps
apps that
that
compete
compete directly with Apple. But But those
those rules
rules are
are applied inconsistently.
inconsistently. We have
have observed
observed
ma c e c e in Apple’s
many inconsistencies A e App A Re
Reviewe P ce which
Process c result
e e aapps be
in other being
permitted
permitted to do the very things your
the very your team
team actively prohibits Spotify
Spotify from
from doing.
T a e Apple
To illustrate, A e rejected
e ec ed SSpotify’s
f aapp ffor having
a eb e in its Te
links to its website Terms off
Service.
Service. Deezer,
Deezer, however,
however, is permitted
permitted to have have links
links to its
its website
website through itsits terms
terms andand
conditions where direct
conditions where direct access
access toto anan upsell
upsell through
through their web-based payment
their web-based payment flowfl o w is
is
possible. Other
Other apps
apps that are
are either freemium
freemium or or have free
free trials (e.g.,
(e.g., LinkedIn,
LinkedIn, Instapaper,
Instapaper,
HootSuite,
HootSuite, etc.) are
are also
also permitted
permitted to to have
have hyperlinks
hyperlinks from
from within
within the
the terms
terms and
and conditions
conditions
pages
pages to
to their websites. T
their websites. This aall is well
e bebeyondd whata SSpotify’s
f aapp d e aand
does, d one e is hard‑
a d-
pressed
pressed to imagine what could
imagine what could drive such obviously discriminatory treatment treatment besides an an
attempt
attempt to
to unlawfully gain
gain competitive
competitive advantage.
FFurther,
e A e has
Apple a used
ed ad c interpretations
ad hoc e ea off its rules
e to reject
e ec SSpotify’s
f updates.
da e FFor
example:
0 In
In May
May 2016,
2016, Apple claimed
claimed that
that Spotify
Spotify could
could not
n o t communicate
communicate in-app with its
in-app with its
users
users about discounts
discounts andand alternative payment
payment systems
systems even
even though Spotify never
never
e e ed the
presented e u see r with a “link" or “buy
b b button."
0 IIn JJune,e A Apple e cclaimed

a ed thata b both the e “email
e a me e offer"
ffe ffor aa ffree
ee trial
a bbutton aandd
SSpotify’s
f acc e a
account registration fea
featuree violated
a ed thee “spirit" off the
e aapp store
e rules
e aand
d
u n w r i t t ee n “business
b e model de rules,"
e eeven
e though there e e i s n o ac a rule
actual e aagainst
a
it.
it. S
Spotify f removed
e ed that
a b e
button in response e to Apple's
A e s complaints, though though it wwas
as
cclear
ea that a the ebbutton d d n o t violate
did a e Apple’s
A e rules e aat the
e time.e

Spotify®
0 The hi e SSpotify’s
Then, while if aapp w aas still
i iin the
he review
e ie process,
ce iin aan obvious
b i eff
effort to
conform
conform its
i t s rules
rules with
with its
its business
business goals, Apple unilaterally replaced
replaced RuleRule 11.13 with
11.13 with
new App Store
n e w App Store Review
ReviewGuidelines
Guidelines Rule
Rule 3.1.1
3.1.1 prohibiting
prohibiting not
n o t just
just links
links to
to external
external
echa i
mechanisms b
b u t aalso “calls
ca to ac i
action ha di
that ec ccustomers
direct e cha i g
to purchasing
echa i
mechanisms he than
other ha IAPIAP."
0 Later
Later that
that month,
month, Apple claimed
claimed that
that Spotify
Spotify could
could not
n o t communicate with its
communicate with its own
own
customers,
customers, inside
inside its
its own
o w n app,
app, about
about the existence
existence of
of its
its own
o w n Premium
Premium service
service‑
even
even if
if there was
there w a s no
no link,
link, button,
button, or
or mention
mention of
of any
any offer
offer ofof any
any kind.
kind.
0 Shortly after
after our
o u r meeting
meeting in early July, Apple objected to an out-of-app welcome
email
email to free users,
users, claiming that
that this
this email violated the
email violated the App Store
Store Rules
Rules because
because it
mentioned
mentioned the
the Premium
Premium service.
service.
0 Just aa few
few days later,
later, Apple claimed
claimed that
that the
the combination
combination of of the
the 7-day trial
trial period
period
and
and out-of-app emails aboutabout that
that trial
trial period
period violated
violated the
the rules even though no
rules‐even
financial
financial information
information wwas
a s exchanged,
exchanged, and
and there
there was
w a s no
no in-app
in-app mechanism
mechanism by which
by which
the
the user
u s e r could
could upgrade
upgrade to
to the
the Premium
Premium service
service outside
outside of
of the
the app.
app.
0 Now
N o w again,
again, your
your App Review
Review Team
Team invokes the same
same logic for
for reversing
reversing its
its prior
prior
approval of our
o u r update.
update.
Throughout this
this period,
period, we
we have
have tried
tried to
to accommodate
accommodate your
your shifting
shifting IAP-related
IAP-related demands
demands
targeted at
at Spotify,
Spotify, but
but it
it is
is difficult
difficult for
for us
us to
to understand
understand and
and predict
predict how how you
you are
are
interpreting your rules
interpreting your rules given
given how your position
h o w your position continues
continues to
to change over
o v e r time.
time.
*****
*****
SSpotify
if d e n o t seek
does ee “specialized
ecia i ed aand
d privileged
i i eged treatment;"
ea e he ccontrary,
to the a wee aare e trying
i g
to avoid specialized discrimination. Apple has invoked invoked itsits discretion over
o v e r the App StoreStore
e ie process
review ce to ccreatively
ea i e iinterpret
e e the he AApp SStore’s
e R
Rulese iin a way
a that
ha prevents
e e SSpotify
if
from
from operating
operating as as other
other apps
apps can.
can. All developers have
have aa clear
clear and
and unambiguous
unambiguous legal legal right
right
to
to directly and
and freely
freely communicate
communicate withwith their
their customers,
customers, and
and the
the playing
playing field
field must
m u s t be
be level.
level.
A e aattempts
Apple's e to ccontrol this
hi aaspect
ec off SSpotify’s
if eai hi with
relationship i h iits ccustomers e iis
particularly troubling
troubling given
given that
that Apple and
and Spotify
Spotify compete
compete directly in the the digital musicmusic
market.
market.
II remain
remain hopeful that
that we
we can
can put
p u t these
these issues
issues behind
behind us.
us. Apple has has built
built anan important
important
platform, and we understand
andwe understand that Apple wants
wants to manage
manage and run
r u n it.
it. But
B u t like so
so many
many other
developers, we have
have invested
invested enormous
enormous resources
resources to deliver
deliver an innovative
innovative product and and

@ Spotify®
great
great user
u s e r experience
experience toto consumers,
consumers, and we cannot
and we cannot allow
allow Apple useuse its
its control
control over
o v e r the
the
A
App SStoree to haharm SSpotify’s
f relationships
ea h withh o u r ccustomers.
e As always, we are
As are open
open andand
willing to
to work with Apple on
work with on aa reasonable
reasonable solution.
solution. But
B u t we
we cannot
cannot operate
operate under
under aa cloud
cloud
of constant
constant threats
threats of removal
removal of our
o u r app
app from
from the App Store
the App without justification.
Store without
Kind
Kind Regards,
Regards,
Horacio
Horacio Gutierrez
Gutierrez
General
General Counsel
Counsel
HIGHLY
S
Subje ct: Re
Re:: NNeeww Kindle App Ad
From: "S te ve
"Ste ve JJ obs "Confidential
Confidential
To:
To : "P hilip Ss chille r"
"Philip r" Confidential
Confidential
Cc: "Cue
"cue Eddy" Confidential
EdanConfidentiaI , "J
"Joosswiak
wia k Gre g"
Confidential
gConfidential ,"S teve
te ve
J obs ""Confidential
Confidential
Date
Date:: Tue
Tue,, 23 N Nov
o v 2010 18:10:58
18:10:58 +0000
P hil - I aaggre
Phil r e ee with you he re 100%.
here 100%. It's time for them
the m to de cide to use
decide us e our pa yme nt mechanism
o u r payment me cha nis m or
bow out.
out.
And IIthink
And think it's time to be gin aapplying
begin pplying this uniformly eexcept
xce pt for eexisting
xis ting ssubscriptions
ubs criptions (but
(but
aapplying
pplying it for ne
n eww one s ).
ones).
S te ve
Steve
S e nt from my iP
Sent hone
iPhone
On Nov
On N o v 23, 2010, aatt 5:02 AM, P hilip SSchillconfidential
Philip chille r
Confidential wrote :
wrote:
> I found the TV aadvertisements

dve rtis e me nts on YouTube (link below). be low). Inte re s tingly, IIalso
Interestingly, a ls o found thattha t
Ama zon pos
Amazon te d the reverse
posted re ve rs e aad d aass we
well ll (the ssame
a me w woma
o m a nn sswitching
witching from Android Android to iP hone ).
iPhone).
>
> In both
both versions
ve rs ions of the TV aad
ofthe d Ama
Amazon zon is is de mons tra ting tha
demonstrating thatt users
us e rs build
build va vasts t libra rie s of
libraries Kindle
ofKindle
books dire ctly
directly on the ir phone
their phones, s , which doe
does s in fa ct viola te our publis he d te rms
fact violate o u r published terms and guidelines. a nd guide line s.
One re a s on we origina
reason originally lly aapproved
pprove d the eexceptionxce ption for Ama Amazonzon n not us ing In App P
o t using urcha s e for aa
Purchase
digita
digitall good
good or sservice
e rvice waswa s the eexpectation
xpe cta tion tha thatt users
us e rs would ofte often n be buying
buying books on aa Kindle
de vice aand
device nd la te r aaccessing
later cce s s ing themthe m on aan n iP hone . Ama
iPhone. ’s ezon
a rly ma
Arisazanly rke ting of
marketing the Kindle aapp
ofthe pp
re fle cte d that
reflected tha t us
use e pattern.
pa tte rn. A llot ha s cha
o t has nge d ssince
changed ince thethen.n. We haveha ve ssoldold ma
m a ny more iP
n y more hone s aand
iPhones nd
iP od touch than
iPod tha n they
the y ha haveve Kindle
Kindle de vice s , we
devices, we have
ha ve the iP a d nnow
iPad o w aas s aa reading
re a ding de vice aas
device s well,
we ll, aand
nd
the ir marketing
their ma rke ting ha hass cha nge d to re
changed fle ct that
reflect tha t more ofteoften n Kindle aapp pp users
us e rs aare
re purchasing
purcha s ing digita
digitall
books right on the their ir phone
phones. s.
>
> I ddoo think tha
thatt we sshould
hould tellte ll Ama
Amazon zon tha thatt based
ba s e d on their
the ir own
o w n TV aads ds it is
is cle
cleara r that
tha t the ususe e of
the ir App nnow
their o w viola
violates te s our
o u r te rms aand
terms nd guide line s aand
guidelines nd tha
thatt they
the y need
ne e d to us use e our
o u r In App P urcha s e
Purchase
ssystem
ys te m for digita l book ssales
digitalbook a le s aass we
well.ll. We sshould
hould aask s k them
the m to comecome ba backck to us us with aa planpla n on how
the y will ge
they gett the
theirir aapp
pp in complia
compliance nce with the rules. rule s . Ba s e d on our
Based o u r pa
pasts t dis cus s ions I eexxpe
discussions p ect the y
c t they
will mmaayy choos
choosee not n o t to do that.
tha t. We would the thenn like
likelyly have
ha ve to de cide whether
decide whe the r to pull pull the Kindle
aapp
pp from the sstore tore or continue to aallow llow aan n eexception
xce ption to our te rms aand
o u r terms nd guide line s for the Kindle
guidelines
aapp.
pp.
>
> Kindle sswitching
witching to Android aad: d: http://www.youtube.com/watch?v=gROe-7EanU
http://www.youtube .com/wa tch? v=gROe -7EQncU
>
> Kindle sswitching
witching to iP hone aad:
iPhone d: http://www.youtube.com/watch?v=L2x6046zzJ8
http://www.youtube .com/wa tch? v=L2x6046zzJ 8
>
>
> On N Novo v 22, 2010, aatt 10:34 10:34 P PM, M, S te ve JJobs
Steve obs wrote
wrote::

HJC-APPLE-014701
>
>> Wha
Whatt do you re comme nd we
recommend we do?
>>
>> The firs firstt sstep
te p might be to ssay a y the
they y mus
m u stt us
usee our pa yme nt ssystem
o u r payment ys te m for eeverything,
ve rything, including
including
books (trigge
(triggered re d by the ne ws pa pe rs a nd ma ga zine
newspapers and magazines). Ifthey want s ). If the y wa nt to compa
compare re us to Android, le t's
let's
force the
them m to useus e our
o u r fa
farr ssuperior
upe rior pa yme nt ssystem.
payment ys te m. Thoughts
Thoughts??
>>
>> Steve
S te ve
>>
>> SSent
e nt from my iP hone
iPhone
>>
>> On N Novo v 22, 2010, aatt 7:55 P PM,M, P hilip SSchilConfidential
Philip chille r
Confidential wrote :
wrote:
>>
>>> I jjus
u stt watched
wa tche d aa ne n ew Ama zon Kindle aapp
w Amazon pp aad d on TV.
>>>
>>> It sstarts
ta rts with aa w woma
o m an using
us ing aann iP hone aand
iPhone nd buying
buying aand nd reading
re a ding books with the Kindle aapp. pp.
The woma
w o m ann the thenn sswitches
witche s to aan n Android phone aand nd sstill
till ca
cann re a d aall
read ll he
herr books.
books .
>>> While the prima primary ry message
me s s a ge is tha t the
is that re aare
there re Kindle aapps pps on lots of mobile de
ofmobile vice s , the
devices,
ssecondary
e conda ry me s s a ge that
message tha t ’t
cabe
n missed
helm mis s e d isis tha
thatt it is
is eeasy
a s y to sswitch
witch from iP hone to Android.
iPhone
>>>
>>> N Noto t fun wa tch.
fin to watch.
>

Subject: Re:
Subject: Re: Magazine
Magazine subscription write up
up
From: "Steve Jobs" <
From: "Steve Confidential
Received(Date); Sun. 06 Feb
Feb 2011
201 I 21:19:57
21: 19:57 +0000
+0000
To:: "Eddy
To "Eddy Cue"
Cue" < Confidential >
Cc: Schiller" <
"Philip Schiller"
Cc: "Philip Confidential
Date: Sun, 06
Date: Sun, 06 Feb
Feb 2011
2011 21:19:57
21:19:57 +0000
+0000
I think this is
1 is all
all pretty simple - iBooks
iBooks is going
going to be the only bookstore
bookstore on iOS devices.
iOS devices.
We need to hold
We need hold our heads
heads high.
high. One
One can
can read
read books
books bought
bought elsewhere.
elsewhere, just not
not
buy/renUsubscribe from
buy/rent/subscribe from iOS paying us,
iOS without paying us, which
which we acknowledge
acknowledge isis prohibitive
prohibitive for
many things.
many things.
Sent from
from my
my iPad
iPad
On Feb
On Feb 6,2011,
6, 2011, at 11:17
11:17 AM,
AM, Eddy
Eddy Cue
Cue < confidential > wrote:
wrote:
> II am
> looking forward to discussing
am also looking discussing whether we requirerequire in-app
in-app for books.
books. At first
this doesn't seem bad not
seem that bad not to require
require but
but the more
more II think about it,it, it will
will be very
problematic. It will be difficult to limit
problematic. limit this to books.
books. What about Netflix.
Netflix, WSJ,
WSJ, MLB,MLB,
Pandora, etc? They will all
Pandora, all do it it.
it. Where do you draw the line? line? And many
many other wouldwould
want it (e.g. magazines and
(9.9. magazines and games).
games). The problem
problem is many
many cancan afford
afford 30% but but others will
others will
say they can't.
can't. This is going
going to be
be aa huge
huge decision
decision for us.
us. We don't want to lose lose the apps
apps
from iOS
iOS and
and at the same time we don't want to compromise the app app experience that we
have (e.g. don't have to enter your
have (e.g. don't have to enter your info orinfo or payment everywhere).
everywhere).
>
> Eddy
> Eddy
>
> Sent from my
> iPhone
my iPhone
>
> On
> On Feb 6, 2011,
Feb 6, 2011, at 12:27
12:27 PM.
PM, Philip
wrote:
>
>> One
>> One interesting
interesting point:
point: magazines
magazines and newspapers argued
and newspapers argued that they don't like like our
offering because
offering because they they want
want toto get
get aa lot
lot of
of customer
customer data
data (mostly name, email,
(mostly name. email, address,
address,
phone number)
phone number) but but one
one ofof the big things
the big they get
things they by offering
get by an app
offering an is aa ton
app is ton of
of customer
customer
data that
data that they
they never
never had
had before
before -- they
they can
can learn
learn what
what stories customers read,
stories customers read. how
how often
often
and long
and long they
they read,
read, where
where they are (weather),
they are (weather), what teams they
what teams follow (sports),
they follow when
(sports), when
they were
they were born
born (horoscopes),
(horoscopes), whatwhat companies
companies they
they follow
follow (stocks and business),
(stocks and business), what
what
games they play (crosswords,
(crosswords, suduko, etc), what ads
suduko. etc), ads they click on,
on, etc.
etc. It is
is very
impressive all
impressive all they
they can
can learn
learn about
about customers
customers without
without forcing
forcing the customer to
the customer provide
to provide
anything that
anything that they
they dodo not
not want
want to
to share.
share.
>>
>>
>>
>> On
>> Feb 6,
On Feb 6. 2011, 1:11 PM.
2011, at 1:11 PM, Eddy Cue wrote:
Eddy Cue wrote:
>>
>>> II thought we should
>>> should meet to go over the rules.
rules. We need
need to decide what we want to

SENSITIVE BUSINESS
HJC-APPLE-014816
books. II have
do with books. have asked
asked Lanita
Lanita for a meeting with Phil.
meeting with Phil, you and II this week.
you and week.
>>>
>>> The basic
>>> basic premise
premise is
is if the publisher
publisher brings aa subscriber we get nothing
nothing and
and if we
bring the subscriber we get 70/30.
bring 70/30. Apps must
must offer our in-app
in-app subscription
subscription offer and can
and can
not
not link out to any other. Publisher can
other. Publisher can offer subscriptions through
subscriptions through any of their
mechanisms (e.g.
mechanisms (e.g. print.
print, web site).
web site).
>>>
>>> Here
>>> Here are
are the rules
rules with
with all
all the
the fine details for subscriptions ‑-
>>> -· Only for magazine
>>> magazine and
and newspaper apps apps
>>> -· Offer can
>>> can be weekly.
weekly, monthly, bi-monthly, quarterly.
monthly. bi-monthly. quarterly, bi-yearly or yearly (you
(you can
can
offer more
offer more than one)
than one)
>>> .· Customer is automatically charged
>>> charged eacheach time (e.g.
(e.g. weekly) until
until they indicate
indicate that
they no no longer wish to subscribe.subscribe. At that point, point, they will
will receive pending issues
receive any pending issues to
the end
the end of of their paid subscription.
their paid subscription.
>>> -· When customer buys
>>> buys a subscription,
subscription, they will will be asked
asked if they want to share share their
name, email
name, email and zip code with the publisher.
and zip publisher. In In addition,
addition, the publisher can can offer aa free
incentive based
incentive based on on their
their offer
offer (e.g. month for
(e.g. extra month monthly or
for monthly 2 weeks
or 2 weeks forfor weekly)
weekly) ifif
customer agrees to send
customer agrees to send the information.the information.
>>> -· Newspaper
>>> Newspaper or magazine magazine publisher sets the subscription subscription pricing
pricing (can
(can bebe free if they
want to)
want to)
>>> -· Subscription
>>> Subscription rates rates must be equal equal or less
less than other digital rate offered
digital rate offered elsewhere
elsewhere
>>> -· If publisher changes
>>> changes the subscription price, it applies
subscription price, applies to all existing subscribers
all existing subscribers at
the time
the time of of renewal
renewal (if (if the
the price
price isis higher
higher than
than the
the customer
customer was was paying,
paying, they
they will be
be
notified and
notified and will
will need
need to to agree
agree to the higher
to the higher rate).
rate).
>>>
> > > -· Revenue
Revenue split is is 70/30
70/30 for all subscription payments
all subscription payments (Apple
(Apple is is not
not involved
involved with
with
any transaction
any transaction that happens outside
that happens outside thethe store)
store)
>>> -· Subscription
>>> Subscription can can include
include any other digital digital access
access (e.g.
(e.g. access
access to paidpaid web site)
site)
>>>
> > > -· Subscription
Subscription can not include include any physical
physical product (e.g.(e.g. print)>>> .· App can can not
not
require sign
require sign in in or
or personal
personal information
information at at launch
launch butbut can
can optionally ask ask the
the customer
customer ifif
they wish
they wish to to register
register with
with their
their site (existing rule
site (existing rule already)
already)
>>> ·
>>> - In In the app, you can
app, you can make make other product offerings (e.g.
(e.g. buy a calendar,
calendar, signup for
an email
an email list)list) transacted
transacted directly
directly with
with the publisher
the publisher
>>>
> > > -· Newspaper
Newspaper or magazine magazine publisher
publisher can can give free access
access to existing
existing print
subscribers (publisher does
subscribers (publisher does authentication)
authentication)
>>>
> > > -· Newspaper
Newspaper or magazine magazine publisher
publisher can can sell
sell digital
digital subscriptions
subscriptions on their properties
properties
and Apple does not get any payments
and payments (publisher
(publisher does authentication)
authentication)
>>> .· The app
>>> must have
app must have a subscription
subscription offer using using Apple's recurring
recurring subscription
subscription (can
(can
not link
not link outout from
from the
the app
app to any subscription
to any offering).
subscription offering).
>>>
>>> This may sound
>>> sound complicated
complicated but it addresses their needs
needs and bounds the
and bounds the box
do. Without it,
which we must do. it, some
some will try to do things that are not appropriate or fair.
are not fair.
>>>
>>>
> books, it is
> > For books. is less
less complicated
complicated except book stores
stores will claim this model
will claim model doesn't
work because
because they pay 30% to the publisher
publisher already. For those with which
already. For which this is
is the
case, even. They have
case, they would break even. have other ways to makemake money using
using their own
own
sites and cutting
sites and cutting better
better deals.
deals. If II want to sell
sell my app on
my Android book app on their new
new Android
Android
store
store II only get 20% so Amazon is is getting
getting a better deal!
deal !

SENSITIVE BUSINESS
HJC-APPLE-014817
>>>
rules are ‑-
>>> The book rules
>>> -· App must include
>>> include Apple in-app
in-app purchases
purchases for new books
books (can
(can not
not link out to buy aa
book)
book)
>>> -· App may read
>>> read books
books purchased
purchased outside the app.
app.
>>>
>>> We will get you
>>> you a draft of this by
by tomorrow.
tomorrow.
>>>
>>> Eddy
>>> Eddy
>>>
>>>
>>> On Feb
>>> Feb 6.
6, 2011,
2011, at 10:38
10:38 AM, Steve Jobs wrote:
AM, Steve
>>>
>>>> II have
>>>> have seen
seen nothing
nothing yet.
yet. We need
need a few paragraphs
paragraphs clearly stating
stating our philosophy.
philosophy,
and how
and how this
this directly
directly translates into our new policies.
translates into policies.
>>>>
>>>> Sent from
>>>> from my
my iPhone
iPhone
>>>
>>

SENSITIVE BUSINESS
HJC-APPLE-014818
Subject: Fwd:
Subject: Fwd: Valve Steam Link
From:
From: "Cameron Rogers" <
Rogers" ‐> Confidential
Received(Date):
Received(Da|e): Wed,
Wed, 30
30 May 2018
2018 16:41:42
16:41:42 +0000
+0000
To::
To Schiller" <‐>
"Phil Schiller“ Confidential
Date:
Date: Wed,
Wed. 30
30 May 2018
2018 16:41:42
16:41:42 +0000
+0000
Hi Phil,
Phil,
I1think I understand
understand our position on SteamLink now n o w with regards
regards to IAP
[ A P and UGC,
UGC, but
but I just
want
want to
to point out
out that it still isn't obvious to
to people
people inside
inside the company that work directly on on the
App Store.
Store. 1
I think few people
people understand
understand the subtleties of
of the
the rules
rules as
aswell asasyou do.
do.
Sent from my iPhone

iPhone
Begin
Begin forwarded
fonivarded message:
message:
From: Mark Hickey <

rror-r More more Confidential
Date:
Date: May 29,
29. 2018 at 3:42:50 PMPDT
2018 at PM PDT
To:: "Michael
To "Michael A. Wong"
Won <‐ Confidential ~>,, Paul
Paul Ramsbottom
Ramsbottom <- ‐
Confidential >
~>, Mark
Mark
Grimm <-‐ Confidential >, Nicola
‘ i c o a Sebastiani
ebastiani <-_ Confidential E-BRan
-ryan Johns
Johns
_‑
< Confidential ~
Cc: Shaan Pruden

Cor soooo Prooeo <_ Confidential >, Cameron
Cameron Rogers
Roger-o < Confidential
Subject: Re:
Subject: Re: Valve Steam Link
Valve Steam
From my
From my understanding
understanding the app
app was just supposed
supposed to allow you browse the games
you to browse games
you already own
own and
and not
not access the Steam
Steam Store
Store itself
itself (or to
to transact within it). l'm
within it). I'm not
not
sure why launching
launching a game II already own
own from within the Steam
Steam LinkLink app
app would violate
policy. From
policy. From a functionality standpoint,
standpoint, there seems little difference
seems to be little between what
difference between
Steam Link does
Steam does and
and a standard
standard remote access/VMWare app,
remote acoessNMWare which there are
app. of which are plenty
plenty
on the App Store.
on Store.
Do we know specifically which App Review

Do Review guidelines they are
are in violation of?
of?
Thanks,
Thanks,
Mark
Hickey I|
Mark Hickey Store Business
App Store Business Manager.
Manager, Games
Games I| M: M :
confidential ‑
Confidential
rTestflight
o s e m a ‑ Confidential
-- SENSITIVE
HIGHLY CONFIDENTIAL ‐‐ SENSITIVE BUSINESS
HJC-APPLE-014848
App Store
App Store Developer Portal
Develogr Portal
On 5/29/18
On 5/29/18 2:53 PM. Michael
2:53 PM, Michael A. Wong
Wong wrote:
wrote:
Valve Stakeholders:
As you probably saw, we put our perspective on the Steam Link rejection via Phil's reply to
customer emails.
https://appleinsider.com/articles/18/05/26/api)les-phil-schiller-confirms-steam-link-ios-ant)-
failed-to-meet-app-store-guidelines
"We've discussed
'We've discussed these issues
issues with
with Valve and will
Valve and will continue to work with them to help
with them help
bring the Steam
bring Steam experience to iOS
iOS and
and Apple TV in with the
in a way that complies with
store's guidelines."
store's guidelines."
The direction is
is clear even though the destination is
is not.
not.
The question remains

remains how/if
how/if the
the Steam Link app
app can be
be made
made compliant to thethe App Store
App Store
guidelines and if
guidelines and if we
we think there is aa way fonvard
forward from an an App
App Review
Review perspective. The only
perspective. The
idea
idealI came up
up with was
was allowing
allowing the
the app to
to only stream aa game
game once
once initiated
initiated from the
the
PC/Mac. There would be
PC/Mac. There be no
no browsing
browsing ofof the Steam catalog,
catalog, regardless
regardless if
if the app
app is in the
the
customer's own local
customer’s library.
local library.
If
If you have
have any other ideas,
ideas. let's
let's get them together and
and I'll
I'll run them
them by
by App
App Review
Review and see
and see
what the road
road forward
fowvard looks
looks like
like before
before we contact Valve.
we contact Valve.
Thanks.
Thanks.
Michael
Michael

SENSITIVE BUSINESS
HJC-APPLE-014849
Subject: Re:
Subject: Re: Business
Business Interruption
Interruption
From: "Sievert, Mike"
Fro-m "Sieve-ft Mike" <_’ Confidential
Received(Date): Thu, 06 Sep
Sep 2018
2018 22:31:53
22:31:53 +0000
+0000
To::
"Philip Schiller"
"Philip
To Schillet" 4
‑ Confidential >
Date: Thu, 06
Date: Thu. 06 Sep 2018
2018 22:31:53
22:31:53 +0000
+0000
Phil. I appreciate
Thanks Phil. appreciate the extra time. ,
m confident that once
time. II'm once we've explained how
we’ve explained how this
product works, including
works. including how it requires
requires network infrastructure elements,
infrastructure elements, that the team
team will
understand
understand how it's
it's not
not helpful
helpful toto the customer
customer ((or
o r particularly feasible)
feasible) to
to provide
provide anan in-app
in-app
purchase. In order for 911
purchase. 911 service
service to to not
not be
be interrupted,
interrupted. for example,
example, wewe must first make
make
absolutely sure that the user
user is a T‐Mobile
is 8 T-Mobile customer,
customer, properly set up on the
up on T-Mobile network,
the T‐Mobile network,
with a
a network feature enabled.
enabled.
Good
Good luck with the big announcement next
big announcement next week.
week.
‐-Mike
Mike
Mike Sievert
Mike
President
President |1 COO
T-Mobile
Confidential
F
From: r o m
Confidential
‑
Sent: Thursday, September 6.
Sent: Thursday. 6, 2018 2:15 PM
PM
To: Sievert.
To: Sievert, Mike
Mike
Subject: Re: Business

Subject: Re: Business Interruption
Interruption
Mike,
Mike,
I1received
received your email.
email. Thank you for sending
sending it.
it.
I1have
have looked
looked into
into the timeline and communications
communications to understand
understand what has
has occurred here.
here.
The App Store

Store team gave T-Mobile notice
team gave of the guideline
notice of guideline violation for the T-Mobile
T-Mobile
FamilyMode
FaminMode app app on August 17th,
17th, again on August 20th,
20th, then again September 1lst,
st, September
4th, and
4th, and finally asan
as an escalation on September 5th.
5th.
-- SENSITIVE
HJC-APPLE-014870
I am
am told your team did address
address other issues
issues with the app
app but only started
started talking
talking to our team
about the IAP
IAP issues
issues with any seriousness after the app
app was finally taken down from the AppApp
Store this week.
Store week. I too am
am sorry that it came
came to this.
this.
The App Store

Store guidelines about requiring
requiring In App Purchase
Purchase for any services
services and
and features
features
delivered via apps
apps is
is long standing and
long standing and clear.
clear. It is curious to me
is curious me that you don‘t
don't think the
the
guidelines apply in this case.
case.
I heard
heard that something
something was said about this beingbeing in part aa business
business term issue
issue between
between T-Mobile
and
and the vendor you use
use for this app
app service.
service. I don't know if if that is
is accurate,
accurate, but
but I can understand
understand
that it might take your team aa bit of time to fix the business
bit of business issue
issue blocking
blocking properly
properly using
using IAP
IAP in
app. It would
the app. be helpful
would be helpful to know if if the team is going
going to address those business
to address business issues.
issues.
The App Store

Store team will put the T-Mobile FamilyMode
FamilyMode app app back on
on the App
App Store
Store to give
give the
the
teams a couple
teams a couple of weeks toto work together on
on the IAP
IAP guideline violation.
violation. We
We do
do want to
to have
have the
the
teams discuss this in earnest,
teams earnest, and
and hopefully resolve
resolve the issue
issue quickly.
quickly.
I can assure
assure yyou
o u that there is
is nothing self-serving in this rejection
nothing self-serving of the T‐Mobile
rejection of FaminMode
T-Mobile FamilyMode
app, the team
app, team works very hardhard to
to make sure that our guidelines
make sure guidelines are
are as
as clear as
aspossible
possible and
and
applied to all developers fairly.
fairly.
Thanks,
Thanks.
Phil
Phil
On Sep
Sep 6,
6, 2018,
20I8, at 12:16
12:16 PM,
PM Sievert,
Sievert, Mike
Mike < Confidential > wrote:
wrote:
Phil.
Phil,
you know.
As you know, Apple
Apple took T-Mobile family protection
protection product T-Mobile Family Family Mode
Mode from the
the App
App
Store last night.
Store last night. We
We were
were warned of this yesterday by some some junior person
person at Apple after some
Apple after some
back and
back and forth
forth where
where we made a
we made a number
number of of requested
requested changes
changes andand submitted a new
submitted a new build
build
yesterday. On
yesterday. On the remaining
remaining issue
issue (lack in-app purchase),
(lack of in-app purchase). we responded that we disagree
we responded disagree that
FaminMode
FamilyMode violates the Store terms.
the App Store terms, and
and that it's
it's n
not feasible to do
o t feasible do in-app
in-app purchases for a
purchases for a
number of
number of reasons.
reasons, but
but here
here we are, the
we are. the app
app has
has vanished
vanished and and my
my business
business operation
operation across
across
thousands of
thousands of stores is disrupted
stores is disrupted this
this morning.
morning.
We
We are conducting emergency IT
are conducting IT mitigation
mitigation plans
plans andand trainings are
are being
being completed
completed with
with tens of
thousands
thousands of of employees
employees across
across thousands
thousands ofof retail
retail stores, on how
stores, on how to treat customers
to treat customers who
who are
are
paying ffor
paying o r this product but
but now can't download
download it. it. This whole place is turned
whole place turned upside
upside down
down this
this
morning. This is no way for
morning. f o r Apple to treat a partner.
partner.
As we
we have tried to explain
have tried explain to your App
A p p Store
Store team
team several times, FaminMode
several times, FamilyMode doesn't work like
like
protection apps.
other family protection apps. itIt is a set of protections
protections that requires
requires provisioning
provisioning ININ OUR
INFRASTRUCTURE, that must
NETWORK INFRASTRUCTURE. must be
be activated
activated in our network biller to work correctly.
correctly. It
must be
must be sold
sold by our reps
reps and/or
and/or activated own systems.
activated in our own may look like
systems. It may like lesser
lesser OTT
protection apps
protection there, but
apps out there, but it is NOT
NOT one.
one. The
The App Store
Store says have pulled
says they have pulled the
the AApp
p p simply

SENSITIVE BUSINESS
HJC-APPLE-014871
because we don't otter
because offer in-app
in-app purchases.
purchases, but
but the product requires
the product requires that the
the user be be a T-Mobile
T-Mobile
with FamilyMode
customer with FamilyMode properly
properly provisioned
provisioned in our network in order for essential telephony
f o r essential
services like 911 to work property.
like 911 properly. This is life and
is a life and death
death issue
issue for our customers.
customers.
FamilyMode doesn't violate

FamilyMode doesn‘t Apple's terms.
violate Apple’s terms. it
It is a controller ffor
o r a set of mostly network- and
mostly network- and
hardware features that protect families from predators
hardware predators on thethe Internet.
Internet. We sell the
We sell the feature like alll l
like a
other T-Mobile features.
features, at our stores online. But
stores and online. But ffor
o r totally self-serving (and incorrect)
self-serving (and
reasons.
reasons, Apple
Apple yanked
yanked it from
from the market today with with no escalation.
escalation.
In T-Mobile's business.
In order to prevent further damage to T-Mobile's business, I'd
I'd ask that you restore
you immediately restore
FamilyMode to the App Store.
FamilyMode Store, today,
today. to give
give our teams more
more time
time to explain
explain howh o w the
the app works to
your teams.
teams. II need
need you
you to personally
personally lean
lean in and
and get
g e t this fixed.
-Mike
‐Mike
Mike Sievert
Mike
President |1 coo
President COO
T-Mobile
T‐Mobile
Confidential
Confidential

SENSITIVE BUSINESS
HJC-APPLE-014872
Subject: Re:
Subject: Guidelines when talking
Re: Guidelines talking to
to content partners
partners
From: "Eddy Cue"
From: "Eddy Cue" 1 Confidential >
Received(Date): Thu, 17 Mar
Mar 2011
201 1 18:52:32 +0000
18:52:32 +0000
To:: "Jai
To "Jai ehmam"
Chulani" < Confidential
Cc: " Jeff Robbin" 1>‐

Cc: "Jefi'Robbin" Confidential >, "Josh
"Josh Lippman"
Lippman"
‘ Confidential
Confidential >
Date: Thu, 17
Date: Thu, 17 Mar
Mar 2011
2011 18:52:32
18:52:32 +0000
+0000
For
For recurring subscriptions, we
recurring subscriptions, should ask for 40% of
we should of the
the first year only but
but we
we need
need to work aa
few deals to
to see what is right.
right.
Sent from my iPad

iPad
On Mar
Mar 17, 2011, at
17, 2011, at 1:09
1:09 PM, Jai Chulani <
PM Jai Confidential > wrote:
wrote:
We've got aa couple

We've couple of
of things to consider (and
(and I want to a few things).
to clarify a things).
In-app/on-device
ln-app/on-device transaction (a new user
user uses his iTunes
uses his iTunes account and
and activates
activates on Apple
Apple
TV)
- For
For one-time transactions like
one-ti metransactions like MLB,
M L B , NBA,
NBA, we
we ask for aa 30% bounty of
of that fixed fee
fee
- If
If it's an on-going
it's an on-going subscription (like
(like let's
let's say Hulu),
Hulu), we
we ask for aa 30% of subscription on an on-
on an on‑
going basis.
going Since it's
basis. Since going through the iTunes
it's going store, we
iTunes store, should be
we should good.
be good.
- We are going
We are going to
to need
need to build
build in support for customers
customers to enable
enable and disable
disable aa subscription
subscription of
of
the service through Apple TV.
TV.
Referrals
Referrals (a
( anew
new user goes to
user goes www.xxx.com/am)letv
t om x n m g m l g n n l e g to
t o sign
sign up)
up)
- For
For one-time transactions
transactions like
like MLB,
M L B , NBA,
N B A , we
we ask for a
a 30%
30% bounty of
of that fixed
fixed fee
fee
- But an on‐going
But for an on-going subscription service
service like
like Hulu,
Hulu, what would we
we want to
to deal with a
a referral
referral
mechanism?
mechanism?
- If
If we
we say that the
the average time
time aa user stays asa
user stays as a subscriber is 2
2 years. So $8x24
years. So $8x24 months
months = $192
$192
is Hulu's revenue. So
is Hulu's revenue. So wewe would want about 30% of
of that which is $58.
is $58.
- They'll probably push

push back saying
saying that they don't know how what their chum
chum is,
is, there's
there's no
no
guarantee aa customer
guarantee customer will stick that long, etc.
long. etc.
So should we
- So wejust ask for a a 30% bounty of the
the 11year subscription fee?
fee? After the
the first year they
get to keep
keep it all.
all. (Is
(Is 11 year reasonable do we
reasonable or do we want more). So in hulu's
more). So case, we
hulu's case, we ask for $29.
$29. (I
(1
think we
we may be be leaving
leaving money
money onon the table
table if
if we
we just asked
asked for about 30% of the first year
year of
sub).
sub).
-- SENSITIVE
HJC-APPLE-015059
Or in order to
to not complicate matters
matters like
like the above we
the above REQUIRE that for subscription services
we REQUIRE services
like
like Hulu
Hulu the transaction go
go through an
an in-app
in-app purchase?
purchase? In that case
case we
we would get 30%
30% of
of the
the
ongoing subscription fee and keep
keep it simple.
simple.
In that case
case (for
(for new customers):
customers):
For one-time transactions the

For one-time the content provider
provider can use
use an
an in-app
in-app transaction
transaction or aa referral
referral
mechanism
mechanism and
and we get 30%
we get
For on-going subscription services.

For on-going services, the
the transaction must be
be in-app
in-app and we
we get 30%
J al
jai
On Mar
On Mar 17, 2011, at
17, 2011, at 7:26
7:26 AM,
AM, Jeff
Jefi‘ Robbin
Robbin wrote:
wrote:
Adding Josh.
Adding Josh.
-Jeff
Jet?~
On Mar
Mar 17, 2011, at 7:21
17, 2011. 7:21 AM,
A M , Eddy Cue wrote:
Eddy Cue
fixed bounty for referral,

referral, not
not percentage
percentage
On Mar
On Mar 17, 2011,
17, 201 at 6:58
1,at 6:58 AM, Jeff Robbin wrote:
AM, Jefi'Robbin
-Jeff
J e ff
Sent from my iPad
iPad
On Mar
Mar 17, 2011, at 6:34 AM,
17, 2011, Eddy Cue
AM, Eddy Cue < Confidential > wrote:
wrote:
On Mar
On Mar 16,
16. 2011, at 7:35
2011, at 7:35 AM,
A M , Jeff Robbin
Robbin wrote:
On Mar
Mar 15, 2011, at 10:25
15, 2011, 10:25 PM, Chulani wrote:
PM, Jai Chulani
As we add
As we add more content partners
more content on the
partners on the platform,
platform, I think it may be
be useful
useful to
to come up
up with
some guidelines
some guidelines when talking
talking with them.
them. Here's
Here's are some
some thoughts.
thoughts. Let
Let me
me know what you
think.
think.
operators like
Cable/Sat operators Cablevision, Comcast,
like Cablevision. Comcast, Canal+, Sky, etc
Canal+. Sky, etc
- These guys are
are pretty
pretty entrenched in the market
market and we're not
not going
going to gain much by trying
trying to
to
make
make any S $ here.
here. Nor are we
Nor are going to get them many NEW subscribers.
we going subscribers.
- No referral
referral fees or SSexchanged
$$ exchanged
- They will NOT
NOT offer any transactional VOD services
VOD services
Subscriptions services that are
- Subscriptions are part of their content
part of content offering
offering including On-Demand are
including On‐Demand are okay
Agreed, no
Agreed, no money here
here
Sports subscription
New Sports subscription services
services like
like NHL,
N H L , MLS (Major League
MLS (Major NFL.
Soccer), NFL,
League Soccer),
-- SENSITIVE
HJC-APPLE-m 5060
EuroSport,
EuroSport, MotoGP, etc.
MotoGP. etc.
‐- If
If we
we get them aa NEW subscriber.
subscriber, we
we get aa revenue
revenue share/bounty (30% of the
(30% of the first year
revenues, on an
revenues. or on an on-going
on-going basis?)
basis?)
- For an existing
For an existing customer,
customer, no $$ exchanged.
no $$ exchanged. Apple TV TV is
is just another platform
platform for them
Look at
at the deals we did for NBA/MLB.
we did NBA/MLB. Different
Different %s,
°/os. couldn't get 30% for them.
them.
Ideally,
Ideally. they let
let us
us sign up subs as
up subs as part of the app
app using
using your iTunes account. In that case,
iTunes account. case, we
we
take 30%.
3 0%. If
If it's
it's like
like MLB
M L B where it is a link,
is a link, it probably chump
chump change so it doesn't matter
change so matter
much.
much.
Content offerings like

like Hulu,
Hula, BBC
BBC
- For
For free,
free, ad-supported content like
like BBC,
BBC. no $$ exchanged.
no $8 exchanged. Apple
Apple TV isis just another
platform for them
- For
For paid
paid subscription like
like Hulu
Hulu plus,
plus, if
if we
we get them a
a NEW subscriber,
subscriber, we
we get aa revenue
revenue
share/bounty (30%
(30% of
of the first year
year revenues,
revenues, or on an on-going basis?)
an on-going basis?)
- For an existing
For an existing customer,
customer, no $5$$ exchanged.
exchanged. Apple TV is
Apple TV is just another platform
platform for them
- They will NOT
NOT offer any transactional VOD services
services
BBC
BBC is
is paid
paid outside
outside UK.
UK.
You
You won't get 30% from Hulu
Hulu Plus, either. They can't afford
Plus, either. afford it.
it.
News
News and free like CNN,
free sports like CNN, Fox,
Fox, NY Times,
Times, ESPN3 etc.
ESPN3 etc.
- Typically these are
are free, ad-supported content,
free, ad-supported content, no
no referral
referral fees or $5
$$ exchanged
No ads
ads in the UI...
UI... only in content.
content.
Internet
Internet content like
like Vimeo, Pandora. NPR
Vimeo, Pandora, NPR
- For
For free content,
content, no referral
referral fees
fees or $$ exchanged
$5 exchanged
‐- If
If we
we get them aa NEW subscriber,
subscriber, we
we get aa revenue
revenue share/bounty (30% of the
(30% of the first year
revenues, or on an on-going basis?)
revenues. on an on-going basis?)
% comment.
Same % comment.
I don't want
want to do any deals
to do deals where
where we
we get less
less than 30%.
30%. That isis what it is
is on
on the app store
the app store and
and
we
we can't be
be making
making aa different deal here.
here. If that is
Ifthat is not possible
possible than I want aa onetime
one-time bounly
bounty
but we
we need
need to
to very careful here so this doesn't spillover to
here so to the app store.
app store.
be clear,
To be clear, the 30% is subs purchased
is for subs purchased through our device,
device, not
not for referrals.
referrals.
Eddy
-jeff
-.leff
-- SENSITIVE
HJC-APPLE-015061
S ubje ct: Re
Subject: Recap ca p
m e : "Eddy Cue " <<Confidential
From: Confidential >>
Re ce ive d(Date ):Tue , 01 N
Received(Date)EFue, Nov
o v 2016 20:37:53 +0000
To:
To : ’ fl"J
e efiff
B Be
e mzos Confidenfial >
m ""<< Confidential
Date
Date:: Tue Tue,, 01 N Nov
o v 2016 20:37:53 +0000
Jeff,
I really enjoyed our time together.
Here are the details of what we discussed on Prime Video -‑

•- Amazon Prime Video app in iOS and Apple TV
•- 15%
15% rev share for customers that signup using the app (uses our payment); no rev
share for customers that already subscribe
•- content meta-data is provided for Siri and Spotlight search
•- support “Watch [showname]” in Siri which will launch your app to the show page
•- support new TV app so that shows/episodes being watched are shown and link directly
to your app
•- upsell streaming services (e.g. Showtime) in your app - pay 15%
15% only when its a
subscriber that originally signed up through us
•- understanding any tax issue is an open question - ready to have our tax team engage
in discussions
Other items to discuss in the future -‑

Confidential
Confidenflal
•- Apple reseller
reseller - I’ve heard we have teams talking now but we both have to do better
here
I’ve
I’ve got my team ready to engage when you say so. I will think about the other items and
ping in a couple of weeks.
Eddy

HJC-APPLE-015111
Subject: Fwd:
Subject: Fwd: iOS giving up
iOS evangelist giving apps based
up apps based on
on appreview team
From: "Tim Cook"
F r o m "Tim Cook" < Confidential
Received(Date): Sun, 25 Jan 2015 +0000
2015 21:19:52 +0000
To::
To Cue" <_> Confidential > "Phil
"Eddy Cue" Schiller" <-
"Phil Schiller" , Confidential
" C r a>," Cra
i igg
Federighi" f
Federighi" _‑ Confidential 7
Date: Sun, 25
Date: Sun, 25 Jan 20l5
2015 21:19:52
21:19:52 +0000
+0000
Thoughts?
Sent from my iPad

iPad
Begin
message:
From:
From: Confidential
Confidential
Date: 25, 2015

Date: January 25. 2015 at 1:58:46
1:58:46 AMPST
AM PST
To:
To Confidential
Confidential
Subject: iOS
Subject: giving up apps
iOS evangelist giving apps based
based on appreview team
I fear App Review

Review is getting too powerful.
is getting powerful. It's
It's no
no longer
longer about keeping
keeping iDevices safe or
iDevices safe
protecting
protecting the user's
user's best interest
Dear
Dear Mr.
Mr. Cook,
Cook,
I am
am along
a long time Apple evangelist who actively reaches
reaches millions
millions ofof iOS
iOS users
users -- you
you won't know
me
me by name
name but
but maybe (big maybe
maybe (big maybe here)
here) my company --H Confidential . I am
am writing
writing with aa heavy
heart tonight.
heart tonight. Back
Back in 2008
2008 I swore ofi'
off anything
anything web related as I believed
relate- asl -e ieved the
the future
fiiture was all
all about
apps and the old
apps old web we
we knew was dead.
dead. I now am
am forced to
to give upup my
my beliefs
beliefs and go back to
and go to
web.
web.
I don't expect my my email to change

change anything,
anything, but
but I do
do believe
believe you would appreciate
appreciate some
some of
of my
my
thoughts asa as a developer who who has
has been on the platform
been on since day 1.
platform since I. Iaminno
I am in no way delusional
delusional
enough to to think we are partners
we are or that Apple
partners or Apple needs
needs us
us in
in any respect. Of course
respect. Of course we are
we are
insignificant to the success of Apple.
i n s i g n i fi t h t o the success o f Apple. Our departure
departure from the App Store
the App Store won't make
make even the
the
tiniest blip. course I know that and
blip. Of course and this is
is no
no way meant
meant toto try
try to insinuate otherwise.
insinuate othem'ise.
I truly appreciate
appreciate Apple andand I really LOVE
LOVE iOS.
iOSt These things will never change (when
never change (when I was
was
really upset
upset I picked
picked up an Android phone
up anAndroid phone and after 55 mins
mins I couldn't handle
handle how they
completely missed delighting the user
missed delighting user over and over again).
again). The moment I got an an iPhone
iPhone in 2007
my
my life changed. I knew I had
life changed. had to everything and
to drop everything and develop
develop for this platform (even when there
platform (even there
was no SDK). I knew
no SDK). knew itit was going to chan_e
was going change people's
neople's lives
lives forever and
and I had
had to be
be part of it.
part of it. SSooIl
did. Westarted a
did. We a company and thankfullyHears later
and thankfully:[*~ears weamassed
later we quite aafollowing
amassed quite following helping
helping
people learn
people to
learn to truly love
love their iOS devices, like
iOS devices. wedo.-people
ike we do. confidentlpeople each day turned to our to
apps to explore
apps explore the magic
magic ofof their devices.
devices.

SENSITIVE BUSINESS
HJC-APPLE-015127
We care much about Apple
We didn't care Apple rumors
rumors or even the latest
latest developments
developments in technology. The
technology. The
thing
thing we obsessed
obsessed about was apps.apps. So
So many ways to augment the power of of your device
device - there
are apps
are apps for everything.
everything, and
and if
if people
people only knew
knew about them,
them. it would
would impact
impact their daily lives.
lives.
We created
We created several apps
apps to try to solve this problem in many
to solve different ways.
many difi’erent ways. Of course
course Apple's
Apple's
App Store
Store serves
serves this need as well,
need as and we
well. and we enjoyed
enjoyed watching
watching it beef
beef up
up its
its editorial presence.
presence. But
But
a store
a store focused on
on hundreds
hundreds of of millions
millions ofof app
app users and a
users and a marketplace
marketplace for every single
single app
app in the
the
world could
could not get as
as granular as we wanted to go.
aswe go. We
We want to serve
serve the
the app enthusiast, not
app enthusiast, not the
masses
masses that the
the App Store
Store is perfect
perfect for.
for.
At any rate,
rate. it's been our life's
it's been life's work over the past©years
pastlgyears to to dedicate ourselves toto app
app exploration.
exploration.
In November
November last last year the
the App
App Review
Review team made made it clear that our appsapps were
were not
not welcome
welcome in the
Store anymore
Store anymore as as they actively removed
removed our main main appapp from the Store. They pointed
the Store. pointed toto the rule
rule
(2.26) createdjust
(2.26) created just a a couple
couple of years ago ago about what kind apps can recommend
kind of apps apps other than
recommend apps
its
its own (by the
the way I still believe
believe my apps fit
my apps fit the description). We
the description). course have
We of course have been aware of
been aware
this rule
rule since it came
came out.
out, asaswewe already hadhad aa healthy business
business and significant payroll doing app
payroll doing app
journalism. When we we saw somesome apps get removed,
removed. it mademade us us more
more steadfast in our mission.
mission.
Because
Because we we believed
believed the fact that we we were notnot bothered
bothered is is because
because wewe were
were doing
doing it the "right 11
the "right"
way.
way. We
We were really serving the user and
really serving and the
the App Store.
Store. Not selling fake "recommendations"
"recommendations" as as
deceptive ads.
deceptive ads. We literally turnedturned down millions
millions ofof dollars
dollars in revenues,
revenues, as developers repeatedly
asdevelopers repeatedly
asked to
to pay per install
install to
to be
be featured in our app (outside of tradition advertising).
app (outside advertising). It was hard
hard toto
turn down the money even
turn even though we we knew it was was not
not right
right to users. One thing
users. One thing that made
made it
easier is
is our belief
belief that playing
playing it straight would keep keep us us in the App Store and
App Store and in Apple's goodgood
graces. Our primary revenue
graces. stream is
revenue stream is Apple
Apple itself
itself through the affiliate
affiliate program
program and
and Apple
Apple
invites
invites us to their special media events
usto events to see the
to see the latest devices. So
latest devices. So while
while others
others had
had very
very big
big
paydays
paydays we we knew it was aa fleeting
fleeting thing
thing for them,
them. and we were
and we were building
building aa company slowly and and
steadily that would
would be be around for the life iOS.
life of iOS.
About aa year and

and aa half ago Apple
half ago changed their affiliate
Apple changed affiliate program
program rules
rules and stopped paying
and stopped paying
commissions on most in-app
in‐app purchases.
purchases. This cut our revenue
revenue byby 55% as as the "freemium" model
the "freemium" model is is
now so
so popular. While
popular. While that hurt. we
hurt, we didn't make a fuss, because
make a fuss, because it didn't stop us
stop us from achieving
achieving
core mission.
our core mission. Money was always a way for us
always just a us to to keep
keep building
building more
more things,
things. the
the product
product
is
is what matters.
matters. But now Apple
Apple actively removing
removing our app app from the store.
store, an app with almost
an app almost 1010
million downloads, it has
million downloads, has stopped us
us completely from reaching
reaching the users
users we aim for.
we aim for. This
This is
is not
not
about money loss,
loss, it is not
not about someone
someone making
making aa product that users
users like
like more
more than ours,
ours, this
this is
about getting killed
killed by the company you kill kill yourself trying
trying to support. We
to support. We didn't even havehave aa
web version of the product because
because we
we believed
believed the
the web was dead.
was dead.
For
For the past 2.52.5 months
months I have
have tried everything
everything I can think of of to
to get the app back in the
the app store. I've
the store. I've
changed it lots
lots of ways andand redesigned
redesigned it completely.
completely. I am am always
always met with swift rej ection and
rejection and
generic terminology.
terminology. No one in app app review
review isis interested
interested in seeing
seeing our app
app in the store so
the store so we're
forced
forced toto give up.
up. We
We have
have now shifted allall our attention
attention back toto the old
old boring
boring web we we used
used to
make
make fun of. We know we are delivering a lower user experience
of. We know we are delivering a lower user experience n o w, but we now, but we don't see another
see another
choice.
choice. SoSo now we have
we have web apps and
apps and we've literally received
literally received thousands of emails
emails from users
users
who want to download our app
to download app and
and can't find
find it soso we
we now redirect
redirect them to to aa watered
watered down web web
app. We'll try to still
app. still excite users about new appsapps via the web,
web, because
because it's
it's our passion and we
passion and
love
love it.
it. We
We just won't be be able
able to
to build
build the products
products we we want andand we'll have
have to scale way down
to scale down
-- SENSITIVE
HJC-APPLE‐015128
because
because the revenue
revenue on the web is much
much smaller than it is in the app. The
the app. The main
main reason
reason this
saddens meme is I don't understand
understand the point.
point. I always
always thought I knew what these guidelines were
these guidelines
trying
trying to
to protect.
protect. People
People gaming
gaming the App Store charts and
App Store and users
users being
being tricked
tricked into
into believing
believing bad
bad
apps were the best.
best. But we are
are not doing that.
not doing that. I can't even make
make upu . aa reason
reason why I think Apple
would not
not want our app
app on
on the Store.
Store. It's
It‘s aa great app
app with --
Confiden |5 star reviews
reviews and
and countless
countless
thank you emails
emails from our users.
users.
I fear App Review

Review is getting too powerful.
is getting powerful. It's
It's no
no longer
longer about keeping
keeping iDevices
iDeviees safe safe or
protecting
protecting the user's
user's best interest.
interest. It's
It's now something else
now about something else which I don't understand.
understand. I am am
not alone
alone in this observation and
and it honestly makes developing on
makes developing on the
the platform scary. Many other
platform scary.
prominent developers havehave shared
shared the same
same ideas
ideas with me.me. We are working
We are working on some new ideas
on some ideas
for Apple Watch.
Watch. We're excited about them.them. They areare not app recommendations,
not about app recommendations, but but cool
cool
uses of iBeacons.
uses of iBeacons. But in the back of of our minds
minds we are already wondering.
we are wondering. What if if in a a few years
after we have
have success in what we are are doing,
doing, Apple decides to make
Apple decides make a rule banning it.
rule banning it. And even
even if
if
we
we do
do it in a
a way that we
we believe
believe to be
be in the spirit of Apple
Apple and try to make sure we
make sure we dodo it as
as
Apple would want,
want. we could still get whacked.
we could whacked. We are now scared
We are scared of
of Apple.
Apple. It's
It's very weird to be be
in love
love with and scared of
and scared of the same thing: Apple.
Apple.
Of course I want my app back in the store,

Of store, but
but even more
more I want Apple to really
really think of
of the role
role
of App Review.
of Review. Why do do they exist and do they all understand
and do understand their role.
role. I no
no longer believe
believe they
are
are helping
helping the Store
Store thrive,
thrive, I now think they are
are hindering
hindering user experiences. I know that is
user experiences. is not
the intention and not
intention and not what Apple wants. So I implore
wants. SoI implore you
you to
to please
please have someone really look into
have someone into
this. If anything can undermine
If anything undermine the success
success of
of the
the App Store
Store it is App Review sure isn't
Review (it sure
Android,
Android, that will always
always bebea a 2nd
2nd rate
rate port your iOS
iOS apps
apps to
to Android
Android ifif you have
have time
time
experience).
experience).
everything you
Thank you for everything you guys do at Apple.
do at Apple. I appreciate
appreciate that you
you don't make
make flashy Hololens
Hololens
type videos but ship
ship real
real products
products that really think about the problem.
problem. I already see
see what the
the
watch will be
be in a
a couple of years when it won't even
even require
require aa phone
phone and
and how different Apple's
Apple's
watch is compared
compared to the ones before
the ones before it. So thank you.
it. So you. Please
Please don't give
give up
up on TV. That is
on TV. is still
what I am
am waiting
waiting for (I have
have TV app ideas
app ideas ready to go
go too :)
1)
I'll
I'll keep
keep bleeding
bleeding iOS,
iOS, but
but I am
am now truly worried that I won't
won’t make enough revenue
make enough revenue to
to continue
my passion.
passion. That is
is my problem not not yours,
yours. but
but please
please do
do think about the role
role App
App Review
Review playsplays
and if
and
role
would
if you want
want them to
role they once played.
would bbee aa honor
honor to
to be
played. I'd
t o meet
be this powerful,
I‘d love
love to
meet you to
as they continue
powerful, as continue to
to talk about this in more
share my
t o share m y leamings
Ieamings in
extend beyond
to extend
depth. We
more depth.
covering iOS
i n covering
beyond the
the user
are located
We are fl i t
experience
user e - rience
located in Confidential it
iOS apps
apps since
since the beginning.
s e g i n n m g . II
know that's a a long
long shot but how awesome
awesome would that be be for me.
me.
And if you actually made

if you made it this far in my
my email thank you.
you. I know this email is
is way too long
long to
to
send to the CEO of
send of the most
most valuable company in history but I didn't know how to make
make it any
shorter.
shorter.
Thank you,
you,
Confidential
-- SENSITIVE
HJC-APPLE-015129
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Mark Zuckerberg
I'm glad we got a chance to talk yesterday. I appreciate the open style you have for working through these issues. It makes me want to
work with you even more.
I was thin king about our conversation some more and wanted to share a few more thoughts.
On the thread about Instagramjoining Facebook, I'm really excited about what we can do to grow Instagram as an independent brand
and product while also having you take on a major leadership role within Facebook that spans all of our photos products, including
mobile photos, desktop photos, private photo sharing and photo searching and browsing. This would be a role where we'd be working
closely together and you'd have a lot of space to shape the way that the vast majority of the workd's photos are shared and accessed.
We have ~300m photos added daily with tens of billions already in the system. We have almost 100m mobile photos a day as well and
it‘s growing really quickly -- and that's without us releasing and promoting our mobile photos product yet. We also have a lot of our
infrastructure built p around storing and serving photos, querying them, etc which we can do some amazing things with. Overall I'm really
excited about what you'd be able to do with this and what we could do together.
One thought I had on this is that it might be worth you spending some time with-to get a sense for the impact you could have here
and the value of using all of the infrastructure that we've built up rather than havrng to build everything from scratch at a startup. This
would probably be a useful perspective for you to have.
On the thread of integrating OG deeply (whether or not Instagram joins Facebook), you expressed some doubt about whether it would
be good for Instagram to send so many photos over to Facebook. I think it would be quite good for everyone -- users, Instagram and
Facebook ‐ and I wanted to share one mental model I use for thinking about this.
I often think about Wikipedia as the best example of a crowd-sourced corpus of content. One interesting thing about it is that they allow
anyone to download their whole encyclopedia and copy it to use as their own. This might seem like a bad business strategy for the same
reasons you're concerned, but in fact it's really helpful for them and doesn't hurt them at all. The reasons why it helps them are obvious -‑
they get more distribution, authors want to contribute more since they know their work will be in many places, etc. The reasons why it
doesn't hurt them are more interesting. I think the best way to look at this is that the value of Vlfikipedia isn't really that it's an
Encyclopedia; it's that it is a community and engine that continually produces the best Encyclopedias. Because of this, they know that
even if people use their data that they have all the leverage since they're the engine that produces the core data set.
I actually think you guys are in a similar position with us. By pushing a lot of data into OG, you get distribution but you remain the engine
that produces Instagram photos, which will become more powerful over time. From this perspective you may wonder why Facebook is
happy with the arrangement, and the answer is that we're playing a meta-game. Rather than being the engine that produces photos or
any specific kind of content, our goal is to be the engine (or platform) that helps produce other engines (or apps) that produce content.
That's the only way we‘ll ever scale to helping people share every kind of thing they want.
So in short: I'm really excited about the acquisition and I think it would set up Instagram and you personally to have the biggest impact
possible. I f w e do that -‐ or even if we don't -‐ I still think having a deep OG integration is very good for both companies and all of or
users.
Let me know when you want to talk some more. Ifyou have any feedback on my offer I’d love to hear it. I'm looking forward to continuing
the conversation.
March 19Kevin Systrom

Hey - I wanted to go away and think about our conversation a bit and have a reply that was well formed. I know where our head's at now
and I'll drop you a longer note today. Thanks man

Hey Mark ‑
I've been thinking a lot since we talked last, and I wanted to share how my thinking has evolved. Getting to chat about our paths and how
they cross has been eye-opening I think for us in many ways.
First, it‘s humbling to to know that you guys look at what we're doing in the mobile space and think it‘s as innovative and strong as we'd
like it to be. I‘ve always been a fan ofwhat you're doing ‐ and in many ways I've shared similar passions for the problems that you've
wanted to solve along the way as well. There's a mutual respect that I think will help us get a bunch of things done together around OG
going fon/vard.
Second, I've never had to stand back and look at our company at a 50k foot level and ask what it might look like as part of something
larger. For this reason alone I wanted to meet with you to understand what Instagram would mean to you and to Facebook.
In many ways we’re aligned. We both believe in the power of mobile to change the way people share information. We see the
transformation happening very quickly as people adopt new products like Instagram, etc. We are both, at our core, engineering-driven in
culture and vision. We both have a passion for social products. and realize that by building what we're building we can (and have the
responsibility to) positively influence culture and the world at large.
I also realize that Instagram is a foreign citizen in the world of Facebook. We produce more photos week over week that have found a
CONFIDENTIAL FTC-IG0004474
HIGHLY CONFIDENTIAL TREATMENT REQUESTED FB-HJC-ACAL-00091648
NOT FOR CIRCULATION/COMMITTEE MEMBERS AND STAFF ONLY
home inside Facebook. At the same time, we have a very independent and disparate browsing and 'friend' experience within our own
network. Most of the photos on Instagram are not social photos, but instead tend towards photos of the world around us. Our graphs are
significantly different as well. For one, we have an asymmetric visual interest graph ‐ one which I'm sure differs from most peoples' 1b
graphs. Also, we're primarily mobile in experience, we have no web in our DNA as of yet, and for this reason we've focused on mobile
photos rather than photos in general.
Regardless, I thinkthere's a world where Instagram with Facebookjust makes a lot of sense. Though the particular balance at this time
makes Mike and I feel that we'd like to stay independent for the time being. Really itjust comes down to wanting complete independence
to pave our own path. This in particular means not limiting the scope of Instagram to just photos - but to explore other mediums as well
which support the original vision of Burbn being to improve the way we communicate and share in the real world. There's volatility and
optionality that make both Mike and I really excited to build a long‐term viable business from where we are today long into the future.
To be clear, you've been nothing but helpful. When asked if it made sense for you to think about acquiring our company, there wasn't
any fuss around it ‐ it was a straightfowvard yes/no decision that you made with confidence and for that I'm thankful. I'm not coming back
at you asking to change the offer because I don't thinkthat's what drives us. Of coursethere's a limit to that logic, but honestly I’m not
sure at the point we discuss those limits that we're doing this for the right reason.
Either way I think we should start a more open discussion because even if it‘s not now it could make sense in the future. Of course this
may mean the economics are less favorable given a large raise, but it's worth it to me to explore what we're actually building here. Is it a
next-generation photos app or is it a next‐generation communication app? I don't mean to get overly philosophical, but the limits of our
ambitions have really yet to be tested, and I want to see that through at least for now. The desire to have an effect at the scale of F8 is
real and tangible, and one that is actually quite hard to balance in our minds. That being said, I think you should meet Mike my co‑
founder and we should spend more time with your leadership going forward. I hope this clarifies my current position and if anything helps
you understand the depth of our ambition to create something really meaningful in the world.
***
On the 0G stuff, you're right. I do think there's a valid question in thinking through whether or not sending all our photos to F8 makes
sense. I actually don't think we'd ever go out of our way to discourage or make it difficult for anyone to share from Instagram to
Facebook, we just want to make sure it's up to the user. Right now, users are voting that 15% of all photos on Instagram end up on
Facebook. Whether or not that's because it's a different audience, or a different type of content I'm really not sure. All I can go on is data ‑
and I think we're giving a pretty good experience so far in the form of full photos in the timeline with absolutely no restrictions. We win
when users are happy - and users seem to be really happy with that option of selectively sending over content. We rarely if ever hear
complaints that the share to a service toggle not being sticky is a problem, so it makes me feel that we shouldn't go out of our way to
make that the default without a really clear thesis on why it's better for everyone.
I think your comparison to Vlfikipedia has its merits, but in some ways isn't as applicable. V\fikipedia doesn't care that their content is
distributed and copied elsewhere because they realize that the freshest and most up to date content will always be on Wikipedia. Since
they have the economies of scale, there's no incentive for people to go anywhere other that WP to make edits, etc.
V\fith FB, we have a different situation. You guys actually have all the economies of scale around photos. That is, you guys have all the
systems to make a photos experience really awesome. In many ways, once we send our original content over to F8, it starts getting
likes, comments, etc and takes a life of its own. It's as if a V\fikipedia article gets copied somewhere else, and starts evolving on another
site with larger scale. Trust me, I realize the comparison is a bit tenuous but I hope it shows where I'm coming from and why I think the
V\fikipedia comparison is hard for me to grok exactly.
At the same time, I think your point around being the meta-engine makes total sense. I agree that FB should be really happy when
engines like us come along and plug in. I guess I wouldn‘t feel nearly as strongly if independently you weren't building a mobile photos
app that makes people choose which engine to use. Listen, this is all based on me not actually knowing what the overlap in what you’re
doing and what we‘re doing is ‐ rather it‘s based on the speculation that there's a future where all our content flows away from Instagram
and over time Instagram becomes less of the place for people to share and interact with content from the real world because the scale
and tools exist elsewhere (FB).
I actually think that if done well, complete integration around likes + maybe even comments could be really cool. I think have my
preferences expressed to my lb friends could be really valuable to me as a user but also to Instagram for distribution.
I don't want to seem as though I'm against the idea of open graph at all - I think it could totally set us up for incredible distribution. It's just
very hard to balance sending over all our original content that lives inside a very separate photos experience which creates a fractured
experience of two comment streams, two like streams and two feeds for Instagram and Fb separately.
I hope you take this as open and honest feedback for how a developer in the ecosystem is trying to balance the decisions of sharing/not‑
sharing with the hope that it sets of a discourse where we are both very happy about the integration going forward.
Either way I think I’ve had some of the most interesting conversations I've had in a long time with you over the last few weeks. It‘s made
me think about our company in a different way, and also helped push me to form a stronger opinion about what we are and what we
aren't. Regardless, it’s been super valuable and I hope we can continue that going forward.
I'm happy to chat about this more in person ‐ j u s t let me know. And thanks again for all your support for everything we‘re trying to do.
CONFIDENTIAL FTC-IGOOO4475
Best,
Kevin
March 20Mark Zuckerberg

A few thoughts on both pieces:
On acquisition, everything you're saying seems reasonable, but it's a pretty unfulfilling conclusion for me since it doesn't feel like you've
explored it fully. The process began with you asking if we'd do this at $500m, but then you didn't want to end up doing it at that valuation.
I am curious to know at what valuation you would do this, and then I can just let you know whether we'd do that. I get that you're not
primarily doing this for money, but there usually is some continuum here and given the time we've put into this so far I do think it would
be worth it to be honest about where that is.
Related, you reference flexibility and things you'd like to do independently that you couldn‘t do at Facebook. I'm curious what you think
you couldn't do at Facebook, given that what I offered was for you to keep building out Instagram as a separate product and brand. I
actually think you'll be able to do all the same things with Instagram at Facebook plus you'll have more distribution firepower behind you,
so there will be a bigger chance anything you do takes off. So I'm curious to hear what your concerns are here.
A final sub-point on this is that if you choose to stay independent, it's really important to me that this doesn't become a public story about
how you guys turned us down to go do something independently. That just isn‘t a positive story. I know it won't leak from my team so I'd
ask that you make sure it doesn't leak from yours either.
On Open Graph, there‘s a lot of nuance here that you haven't captured in your note.
I'm not suggesting that you make your current setting sticky. What I've specifically suggested is making it so there's a toggle where all of
your social activity -- photos, likes, comments and follows -‐ get synced to your timeline in the background. In this mode, these items
wouldn't show up on in News Feed as you post them, but you'd still have them as a collection on your timeline. This addresses a major
pain point for people which is that they don‘t want to spam their friends. I would implement this so that when a user connects to
Facebook this is turned on and they can turn it off at any time. In addition to this, I'd also keep the current option you have to broadcast
any individual photo to your friends on Facebook.
If you did this, I think you'd create a lot of value for your users, Instagram and Facebook. People may not be asking for a sticky toggle,
but that's not what this is. If you listen to your user feedback on why people share more or less on different networks a lot of it is because
they don't want to spam their friends/followers on different networks, but they want to share these photos and are comfortable doing it in
a photo‐specific setting like Instagram. Using Open Graph the way I'm suggesting allows that. It's not simply a matter of people voting
that they want to share 15% of their photos. The actual dynamics around how this works are very important.
Most photos on Instagram are public and many people follow all of their friends, so this clearly isn't a privacy issue - it's an issue of how
the photos are shared. Simply saying that people want to share only 15% of photos is overly simplistic. I think you know that, so making
this argument just makes me think you don‘t want to do this for some other reason.
The whole point of Open Graph is to create a social dynamic where it is socially acceptable to sync all of your social activity in another
app with your timeline without spamming your friends, so this is the core problem we're trying to solve. This creates better timelines for
our users and lots of distribution and brand awareness for you. You can use Open Graph to sync individually photos like you're
experimenting with now, but fundamentally there's nothing special about using Open Graph over our traditional APIs for this, so over
time we wouldn't really consider this a deep Open Graph implementation.
At some point soon, you'll need to figure out how you actually want to work with us. This can be an acquisition, through a close
relationship with Open Graph, through an arms length relationship using our traditional APIs, or perhaps not at all. I'm willing to put effort
into whichever approach you'd like to take, but you should be clear and honest with me about what you'd like to do so I don't waste time
working on things you're not interested in. Of course, at the same time we're developing our own photos strategy, so how we engage
now will also determine how much we're partners vs competitors down the line -- and I'd like to make sure we decide that thoughtfully as
well.
Overall though, I'm still very optimistic about what you're doing and would love to find a way to work together. My preference is to work
together extremely deeply since I think there are lots of things we can do together than can't currently be exposed through our current
Open Graph implementation that we'd need to work on closely together ‐ either as one company or two.

Hey Mark - thanks for the thoughts. I would never leak this and I think it would be really bad for a bunch of reasons for us so I'm on the
same page. l've messaged that t o _ a n d Mike so we're on the same page.
I realize it's unfulfilling - and I agree we haven't explored it fully. We have a board meeting today. I'm going to spend a significant amount
of time discussing our relationship with Facebook. I want to be respectful of your time as I know you have many things to deal with, so let
us come to you with a clear thesis. I tried my best to explain where my head's at, but I take your points and I'm going to work on it.
I have a feeling we should probably discuss this in person as the sincerity for how I’d like to work with you probably gets lost in a
message. Would you be ok with that?
HIGHLY CONFIDENTIAL TREATMENT REQUESTED FB-HJC-ACAL-OOOQ1650
FYI, apparently it leaked to the Wall Street Journal that we and Twitter were talking to you about acquisition. I didn't tell anyone on my
side that you were talking to Twitter, so this must have come from your end.

Hey - honestly it didn't come from me or anyone inside my circle (you know-an- It's absolutely not in my interest for this to
be out

If you're down, I'd like to chat live - can be phone or in person. Have some thoughts after our board mtg thatl can share. Let me know

Sure -- I'm around later this afternoon and evening if you want to talk.

Ok. 7:30 phone? Wsj/spencer just reached out to me via email btw. My plan would be to chat with him and stonewall on anything around
financing/our discussions. If you guys have talked to him and I should have context let me know
(not responding may be more of a signal than not)

Let's talk at 7:30. We can cover this other stuff then too.
March 21Kevin S strom

OR. Call n i g h
Following up from last night:
- On acquisition. I'll wait to hear more from you here. Given the leaks and that I put the last offer on the table, it doesn‘t make sense for
me to put another offer on the table before you provide more guidance on what you'd accept. If you're not comfortable doing this then we
can just discuss this down the line, but it seems like the right next step now and one you should be able to do is for you to give me clear
guidance on what you'd accept.
- On partnership and Open Graph, the ball is also in your court here. Although you've said that you want Instagram users to be able to
share and sync whatever they want on Facebook and elsewhere, it seems like you have real strategic discomfort around the idea of
moving the percent of photos synced to Facebook from 15% up to 40-50%. Obviously if you don't actually want your users to be able to
do this then we won't produce something good together, so I'm just going to wait for you to answer this question before engaging further.
I'm obviously happy to help out and support you guys in any way I can. On these two things issues, let me know when you want to talk
more.
April 2Mark Zuckerberg

I just got back from my trip to China. I’m not sure if you're ready to follow up on either of these things, but if so I'm back in town now.
April 3Kevin Systrom

I am - sorry about the lack of response. Was on a trip overseas and today was (am) dealing with android stuff. What's your week looking
like? We can do in person or over phone
Haven't slept in 36 hrs so bear with me

Congrats on the Android launch. It looks great. I just got back a trip out of the country as well, so no worries on that. I'm around tomorrow
evening and around lunch time Thursday if either of those work for you.

Let me check on tomorrow night and get back to ya. Thanks again for your patience

Tonight 7:30ish at your place or somewhere in palo alto work?

Sure -- want to come by my place?

Sounds good. Looking fwd to hanging

BTW, I’ve already eaten, but I’m happy to go out and grab some food if you’re hungry.

No prob at all. I'm down for meeting elsewhere but don‘t want to call attention to the conversation given the topics. Up to you - I was
HIGHLY CONFIDENTIAL TREATMENT REQUESTED FB-HJC-ACAL‐OOOQ1651
going to grab something before I left.

Ifyou're eating too, then let's just meet at my place. See you in a bit.

Traffic is stopped here at millbrae. Vlfill be there 745 if that's ok

No worries

Hey can we schedule a call for whenever your free post lunch?

Hey, I had a chance to talk to Sheryl and David last night and then again this morning for a while. I was planning to call you during lunch
after a couple of meetings I have, but I was wondering instead if you'd be up for getting together in person this afternoon or evening.

I am yes. What're you thinking?

I'm done with meetings today around 3:30. Want to meet up then?

Yes where's good?

Ifyou're down here then we can meet at my place again.

Ok 3:30?

Also, just to be clear so I don’t waste your time here, I can't get to $2 billion. But if you're open to doing something in the range and
structure we discussed last night, with an earn-out, valuing Facebook aggressively, etc, then I'm optimistic we can do something ‐‑
especially since we both seem to want to work together. Ifthat’s not worth discussing for you, then I totally understand though.

How about 4 so I have time to get home.

We should have the discussion - 2 was my yes absolutely number. Less is just something to thinkthrough together is that ok?
4 is good

Okay, see you then.

Ok

Any chance we could meet ASAP? It's really the pressure of this round. I don't mean to make you cancel meetings but a few hours
makes a big difference. We could also just chat on the phone

I can move some meetings around and end early. Want to come down now? I can meet at 2.

Yes I will leave in 10

Great, see you in a bit.

Are you still coming?

Can I come over and chat?
Sure

Be there in 5

Just wrapped up my interview. Ready to talk more?

Ya finishing up a call in IOish
Coming now

On a call with the guys.

Okay, let me know when you're done.
This doesn‘t have to be so long. Just tell them you want to do this and they'll let you!

Sorry give me 5

Take your time.

Can mike and I meet with you when you're free? 10 would work

Sure, I'll see you guy at 10.

Hey ‐ when I was explaining the terms to- I realized I misspoke on one important term. Most of the upfront deal consideration
portion for you guys also needs to vest in addition to the retention package. It will have the same provisions of double-trigger etc to
guarantee you eventually get it, but we can’t just transfer all of the money immediately. You probably understood what I was saying here
from other deals you've done. but I just wanted to clear this up since I think I misspoke on it.

Ok I understand now. Let's push forward. We need a term sheet to start the lawyers say. Can you guys put something together?

Yeah,-is getting started onthis.
0k

Want to talk this morning to try to finalize the open high level terms, like cash amount, cash/stock exchange rate, etc?

Yes but can I finish my calls with the lawyers over here?
Prob 11:30ish

Yeah, of course. I just woke up so I wanted to send you a note so you know I can talk whenever.

Great. Sounds good

How is everything going from your perspective?

Good, you? Want to meet in person and discuss this stuff? I think it's probably best
Sure. Want to come by at 11:45?

Sure I'm up in the city and need to pack up. Will try to hit 11:45 maybe closer to 12?

Sure, come by whenever.
12 is fine. I was just suggesting 11:45 earliest so I'd have time to finish waking up, getting dressed, etc.

Haha no worries. I'll get down there

More like 12:15 now just. As a heads up

Hey just to let you know things are going well and I'm here with roning things out

Awesome. I'm at home but let me know of there's anything I can help outwith.

0k cool

Congrats, man - really excited for everything. Looking forward to working together

Congrats to you too! This is going to be great. I'm looking forward to working more closely together as well.

Excited to announce this?
How is it going with your team?

Yes! Lots of talking and questions

But everyone is generally excited and happy?
T-minus 15 minutes on the announcement

Yes! Totally excited and surprised
I think you should spend a little time with everyone explaining how excited you are. I think maybe we're coming down?

Yeah, I'm definitely happy to do that whenever.

0k will work out with schrep

Posted. Congrats!
Mark Zuckerberg
I'm glad we got a chance to talk yesterday. I appreciate the open style you have for working through these issues. It makes me want to
work with you even more.
I was thin king about our conversation some more and wanted to share a few more thoughts.
On the thread about Instagramjoining Facebook, I'm really excited about what we can do to grow Instagram as an independent brand
and product while also having you take on a major leadership role within Facebook that spans all of our photos products, including
mobile photos, desktop photos, private photo sharing and photo searching and browsing. This would be a role where we'd be working
closely together and you'd have a lot of space to shape the way that the vast majority of the workd's photos are shared and accessed.
We have ~300m photos added daily with tens of billions already in the system. We have almost 100m mobile photos a day as well and
it‘s growing really quickly -- and that's without us releasing and promoting our mobile photos product yet. We also have a lot of our
infrastructure built p around storing and serving photos, querying them, etc which we can do some amazing things with. Overall I'm really
excited about what you'd be able to do with this and what we could do together.
One thought I had on this is that it might be worth you spending some time with-to get a sense for the impact you could have here
and the value of using all of the infrastructure that we've built up rather than havrng to build everything from scratch at a startup. This
would probably be a useful perspective for you to have.
On the thread of integrating OG deeply (whether or not Instagram joins Facebook), you expressed some doubt about whether it would
be good for Instagram to send so many photos over to Facebook. I think it would be quite good for everyone -- users, Instagram and
Facebook ‐ and I wanted to share one mental model I use for thinking about this.
I often think about Wikipedia as the best example of a crowd-sourced corpus of content. One interesting thing about it is that they allow
anyone to download their whole encyclopedia and copy it to use as their own. This might seem like a bad business strategy for the same
reasons you're concerned, but in fact it's really helpful for them and doesn't hurt them at all. The reasons why it helps them are obvious -‑
they get more distribution, authors want to contribute more since they know their work will be in many places, etc. The reasons why it
doesn't hurt them are more interesting. I think the best way to look at this is that the value of Vlfikipedia isn't really that it's an
Encyclopedia; it's that it is a community and engine that continually produces the best Encyclopedias. Because of this, they know that
even if people use their data that they have all the leverage since they're the engine that produces the core data set.
I actually think you guys are in a similar position with us. By pushing a lot of data into OG, you get distribution but you remain the engine
that produces Instagram photos, which will become more powerful over time. From this perspective you may wonder why Facebook is
happy with the arrangement, and the answer is that we're playing a meta-game. Rather than being the engine that produces photos or
any specific kind of content, our goal is to be the engine (or platform) that helps produce other engines (or apps) that produce content.
That's the only way we‘ll ever scale to helping people share every kind of thing they want.
So in short: I'm really excited about the acquisition and I think it would set up Instagram and you personally to have the biggest impact
possible. I f w e do that -‐ or even if we don't -‐ I still think having a deep OG integration is very good for both companies and all of or
users.
Let me know when you want to talk some more. Ifyou have any feedback on my offer I’d love to hear it. I'm looking forward to continuing
the conversation.

Hey - I wanted to go away and think about our conversation a bit and have a reply that was well formed. I know where our head's at now
and I'll drop you a longer note today. Thanks man

Hey Mark ‑
I've been thinking a lot since we talked last, and I wanted to share how my thinking has evolved. Getting to chat about our paths and how
they cross has been eye-opening I think for us in many ways.
First, it‘s humbling to to know that you guys look at what we're doing in the mobile space and think it‘s as innovative and strong as we'd
like it to be. I‘ve always been a fan ofwhat you're doing ‐ and in many ways I've shared similar passions for the problems that you've
wanted to solve along the way as well. There's a mutual respect that I think will help us get a bunch of things done together around OG
going fon/vard.
Second, I've never had to stand back and look at our company at a 50k foot level and ask what it might look like as part of something
larger. For this reason alone I wanted to meet with you to understand what Instagram would mean to you and to Facebook.
In many ways we’re aligned. We both believe in the power of mobile to change the way people share information. We see the
transformation happening very quickly as people adopt new products like Instagram, etc. We are both, at our core, engineering-driven in
culture and vision. We both have a passion for social products. and realize that by building what we're building we can (and have the
responsibility to) positively influence culture and the world at large.
I also realize that Instagram is a foreign citizen in the world of Facebook. We produce more photos week over week that have found a
home inside Facebook. At the same time, we have a very independent and disparate browsing and 'friend' experience within our own
network. Most of the photos on Instagram are not social photos, but instead tend towards photos of the world around us. Our graphs are
significantly different as well. For one, we have an asymmetric visual interest graph ‐ one which I'm sure differs from most peoples' 1b
graphs. Also, we're primarily mobile in experience, we have no web in our DNA as of yet, and for this reason we've focused on mobile
photos rather than photos in general.
Regardless, I thinkthere's a world where Instagram with Facebookjust makes a lot of sense. Though the particular balance at this time
makes Mike and I feel that we'd like to stay independent for the time being. Really itjust comes down to wanting complete independence
to pave our own path. This in particular means not limiting the scope of Instagram to just photos - but to explore other mediums as well
which support the original vision of Burbn being to improve the way we communicate and share in the real world. There's volatility and
optionality that make both Mike and I really excited to build a long‐term viable business from where we are today long into the future.
To be clear, you've been nothing but helpful. When asked if it made sense for you to think about acquiring our company, there wasn't
any fuss around it ‐ it was a straightfowvard yes/no decision that you made with confidence and for that I'm thankful. I'm not coming back
at you asking to change the offer because I don't thinkthat's what drives us. Of coursethere's a limit to that logic, but honestly I’m not
sure at the point we discuss those limits that we're doing this for the right reason.
Either way I think we should start a more open discussion because even if it‘s not now it could make sense in the future. Of course this
may mean the economics are less favorable given a large raise, but it's worth it to me to explore what we're actually building here. Is it a
next-generation photos app or is it a next‐generation communication app? I don't mean to get overly philosophical, but the limits of our
ambitions have really yet to be tested, and I want to see that through at least for now. The desire to have an effect at the scale of F8 is
real and tangible, and one that is actually quite hard to balance in our minds. That being said, I think you should meet Mike my co‑
founder and we should spend more time with your leadership going forward. I hope this clarifies my current position and if anything helps
you understand the depth of our ambition to create something really meaningful in the world.
***
On the 0G stuff, you're right. I do think there's a valid question in thinking through whether or not sending all our photos to F8 makes
sense. I actually don't think we'd ever go out of our way to discourage or make it difficult for anyone to share from Instagram to
Facebook, we just want to make sure it's up to the user. Right now, users are voting that 15% of all photos on Instagram end up on
Facebook. Whether or not that's because it's a different audience, or a different type of content I'm really not sure. All I can go on is data ‑
and I think we're giving a pretty good experience so far in the form of full photos in the timeline with absolutely no restrictions. We win
when users are happy - and users seem to be really happy with that option of selectively sending over content. We rarely if ever hear
complaints that the share to a service toggle not being sticky is a problem, so it makes me feel that we shouldn't go out of our way to
make that the default without a really clear thesis on why it's better for everyone.
I think your comparison to Vlfikipedia has its merits, but in some ways isn't as applicable. V\fikipedia doesn't care that their content is
distributed and copied elsewhere because they realize that the freshest and most up to date content will always be on Wikipedia. Since
they have the economies of scale, there's no incentive for people to go anywhere other that WP to make edits, etc.
V\fith FB, we have a different situation. You guys actually have all the economies of scale around photos. That is, you guys have all the
systems to make a photos experience really awesome. In many ways, once we send our original content over to F8, it starts getting
likes, comments, etc and takes a life of its own. It's as if a V\fikipedia article gets copied somewhere else, and starts evolving on another
site with larger scale. Trust me, I realize the comparison is a bit tenuous but I hope it shows where I'm coming from and why I think the
V\fikipedia comparison is hard for me to grok exactly.
At the same time, I think your point around being the meta-engine makes total sense. I agree that FB should be really happy when
engines like us come along and plug in. I guess I wouldn‘t feel nearly as strongly if independently you weren't building a mobile photos
app that makes people choose which engine to use. Listen, this is all based on me not actually knowing what the overlap in what you’re
doing and what we‘re doing is ‐ rather it‘s based on the speculation that there's a future where all our content flows away from Instagram
and over time Instagram becomes less of the place for people to share and interact with content from the real world because the scale
and tools exist elsewhere (FB).
I actually think that if done well, complete integration around likes + maybe even comments could be really cool. I think have my
preferences expressed to my lb friends could be really valuable to me as a user but also to Instagram for distribution.
I don't want to seem as though I'm against the idea of open graph at all - I think it could totally set us up for incredible distribution. It's just
very hard to balance sending over all our original content that lives inside a very separate photos experience which creates a fractured
experience of two comment streams, two like streams and two feeds for Instagram and Fb separately.
I hope you take this as open and honest feedback for how a developer in the ecosystem is trying to balance the decisions of sharing/not‑
sharing with the hope that it sets of a discourse where we are both very happy about the integration going forward.
Either way I think I’ve had some of the most interesting conversations I've had in a long time with you over the last few weeks. It‘s made
me think about our company in a different way, and also helped push me to form a stronger opinion about what we are and what we
aren't. Regardless, it’s been super valuable and I hope we can continue that going forward.
I'm happy to chat about this more in person ‐ j u s t let me know. And thanks again for all your support for everything we‘re trying to do.
Best,
Kevin

A few thoughts on both pieces:
On acquisition, everything you're saying seems reasonable, but it's a pretty unfulfilling conclusion for me since it doesn't feel like you've
explored it fully. The process began with you asking if we'd do this at $500m, but then you didn't want to end up doing it at that valuation.
I am curious to know at what valuation you would do this, and then I can just let you know whether we'd do that. I get that you're not
primarily doing this for money, but there usually is some continuum here and given the time we've put into this so far I do think it would
be worth it to be honest about where that is.
Related, you reference flexibility and things you'd like to do independently that you couldn‘t do at Facebook. I'm curious what you think
you couldn't do at Facebook, given that what I offered was for you to keep building out Instagram as a separate product and brand. I
actually think you'll be able to do all the same things with Instagram at Facebook plus you'll have more distribution firepower behind you,
so there will be a bigger chance anything you do takes off. So I'm curious to hear what your concerns are here.
A final sub-point on this is that if you choose to stay independent, it's really important to me that this doesn't become a public story about
how you guys turned us down to go do something independently. That just isn‘t a positive story. I know it won't leak from my team so I'd
ask that you make sure it doesn't leak from yours either.
On Open Graph, there‘s a lot of nuance here that you haven't captured in your note.
I'm not suggesting that you make your current setting sticky. What I've specifically suggested is making it so there's a toggle where all of
your social activity -- photos, likes, comments and follows -‐ get synced to your timeline in the background. In this mode, these items
wouldn't show up on in News Feed as you post them, but you'd still have them as a collection on your timeline. This addresses a major
pain point for people which is that they don‘t want to spam their friends. I would implement this so that when a user connects to
Facebook this is turned on and they can turn it off at any time. In addition to this, I'd also keep the current option you have to broadcast
any individual photo to your friends on Facebook.
If you did this, I think you'd create a lot of value for your users, Instagram and Facebook. People may not be asking for a sticky toggle,
but that's not what this is. If you listen to your user feedback on why people share more or less on different networks a lot of it is because
they don't want to spam their friends/followers on different networks, but they want to share these photos and are comfortable doing it in
a photo‐specific setting like Instagram. Using Open Graph the way I'm suggesting allows that. It's not simply a matter of people voting
that they want to share 15% of their photos. The actual dynamics around how this works are very important.
Most photos on Instagram are public and many people follow all of their friends, so this clearly isn't a privacy issue - it's an issue of how
the photos are shared. Simply saying that people want to share only 15% of photos is overly simplistic. I think you know that, so making
this argument just makes me think you don‘t want to do this for some other reason.
The whole point of Open Graph is to create a social dynamic where it is socially acceptable to sync all of your social activity in another
app with your timeline without spamming your friends, so this is the core problem we're trying to solve. This creates better timelines for
our users and lots of distribution and brand awareness for you. You can use Open Graph to sync individually photos like you're
experimenting with now, but fundamentally there's nothing special about using Open Graph over our traditional APIs for this, so over
time we wouldn't really consider this a deep Open Graph implementation.
At some point soon, you'll need to figure out how you actually want to work with us. This can be an acquisition, through a close
relationship with Open Graph, through an arms length relationship using our traditional APIs, or perhaps not at all. I'm willing to put effort
into whichever approach you'd like to take, but you should be clear and honest with me about what you'd like to do so I don't waste time
working on things you're not interested in. Of course, at the same time we're developing our own photos strategy, so how we engage
now will also determine how much we're partners vs competitors down the line -- and I'd like to make sure we decide that thoughtfully as
well.
Overall though, I'm still very optimistic about what you're doing and would love to find a way to work together. My preference is to work
together extremely deeply since I think there are lots of things we can do together than can't currently be exposed through our current
Open Graph implementation that we'd need to work on closely together ‐ either as one company or two.

Hey Mark - thanks for the thoughts. I would never leak this and I think it would be really bad for a bunch of reasons for us so I'm on the
same page. l've messaged that t o _ a n d Mike so we're on the same page.
I realize it's unfulfilling - and I agree we haven't explored it fully. We have a board meeting today. I'm going to spend a significant amount
of time discussing our relationship with Facebook. I want to be respectful of your time as I know you have many things to deal with, so let
us come to you with a clear thesis. I tried my best to explain where my head's at, but I take your points and I'm going to work on it.
I have a feeling we should probably discuss this in person as the sincerity for how I’d like to work with you probably gets lost in a
message. Would you be ok with that?
HIGHLY CONFIDENTIAL TREATMENT REQUESTED FB-HJC-ACAL-OOOQ1650
FYI, apparently it leaked to the Wall Street Journal that we and Twitter were talking to you about acquisition. I didn't tell anyone on my
side that you were talking to Twitter, so this must have come from your end.

Hey - honestly it didn't come from me or anyone inside my circle (you know-an- It's absolutely not in my interest for this to
be out

If you're down, I'd like to chat live - can be phone or in person. Have some thoughts after our board mtg thatl can share. Let me know

Sure -- I'm around later this afternoon and evening if you want to talk.

Ok. 7:30 phone? Wsj/spencer just reached out to me via email btw. My plan would be to chat with him and stonewall on anything around
financing/our discussions. If you guys have talked to him and I should have context let me know
(not responding may be more of a signal than not)

Let's talk at 7:30. We can cover this other stuff then too.
March 21Kevin S strom

OR. Call n i g h
Following up from last night:
- On acquisition. I'll wait to hear more from you here. Given the leaks and that I put the last offer on the table, it doesn‘t make sense for
me to put another offer on the table before you provide more guidance on what you'd accept. If you're not comfortable doing this then we
can just discuss this down the line, but it seems like the right next step now and one you should be able to do is for you to give me clear
guidance on what you'd accept.
- On partnership and Open Graph, the ball is also in your court here. Although you've said that you want Instagram users to be able to
share and sync whatever they want on Facebook and elsewhere, it seems like you have real strategic discomfort around the idea of
moving the percent of photos synced to Facebook from 15% up to 40-50%. Obviously if you don't actually want your users to be able to
do this then we won't produce something good together, so I'm just going to wait for you to answer this question before engaging further.
I'm obviously happy to help out and support you guys in any way I can. On these two things issues, let me know when you want to talk
more.

I just got back from my trip to China. I’m not sure if you're ready to follow up on either of these things, but if so I'm back in town now.

I am - sorry about the lack of response. Was on a trip overseas and today was (am) dealing with android stuff. What's your week looking
like? We can do in person or over phone
Haven't slept in 36 hrs so bear with me

Congrats on the Android launch. It looks great. I just got back a trip out of the country as well, so no worries on that. I'm around tomorrow
evening and around lunch time Thursday if either of those work for you.

Let me check on tomorrow night and get back to ya. Thanks again for your patience

Tonight 7:30ish at your place or somewhere in palo alto work?

Sure -- want to come by my place?

Sounds good. Looking fwd to hanging

BTW, I’ve already eaten, but I’m happy to go out and grab some food if you’re hungry.

No prob at all. I'm down for meeting elsewhere but don‘t want to call attention to the conversation given the topics. Up to you - I was
HIGHLY CONFIDENTIAL TREATMENT REQUESTED FB-HJC-ACAL‐OOOQ1651
going to grab something before I left.

Ifyou're eating too, then let's just meet at my place. See you in a bit.

Traffic is stopped here at millbrae. Vlfill be there 745 if that's ok

No worries

Hey can we schedule a call for whenever your free post lunch?

Hey, I had a chance to talk to Sheryl and David last night and then again this morning for a while. I was planning to call you during lunch
after a couple of meetings I have, but I was wondering instead if you'd be up for getting together in person this afternoon or evening.

I am yes. What're you thinking?

I'm done with meetings today around 3:30. Want to meet up then?

Yes where's good?

Ifyou're down here then we can meet at my place again.

Ok 3:30?

Also, just to be clear so I don’t waste your time here, I can't get to $2 billion. But if you're open to doing something in the range and
structure we discussed last night, with an earn-out, valuing Facebook aggressively, etc, then I'm optimistic we can do something ‐‑
especially since we both seem to want to work together. Ifthat’s not worth discussing for you, then I totally understand though.

How about 4 so I have time to get home.

We should have the discussion - 2 was my yes absolutely number. Less is just something to thinkthrough together is that ok?
4 is good

Okay, see you then.

Ok

Any chance we could meet ASAP? It's really the pressure of this round. I don't mean to make you cancel meetings but a few hours
makes a big difference. We could also just chat on the phone

I can move some meetings around and end early. Want to come down now? I can meet at 2.

Yes I will leave in 10

Great, see you in a bit.

Are you still coming?

Can I come over and chat?
Sure

Be there in 5

Just wrapped up my interview. Ready to talk more?

Ya finishing up a call in IOish
Coming now

On a call with the guys.

Okay, let me know when you're done.
This doesn‘t have to be so long. Just tell them you want to do this and they'll let you!

Sorry give me 5

Take your time.

Can mike and I meet with you when you're free? 10 would work

Sure, I'll see you guy at 10.

Hey ‐ when I was explaining the terms to- I realized I misspoke on one important term. Most of the upfront deal consideration
portion for you guys also needs to vest in addition to the retention package. It will have the same provisions of double-trigger etc to
guarantee you eventually get it, but we can’t just transfer all of the money immediately. You probably understood what I was saying here
from other deals you've done. but I just wanted to clear this up since I think I misspoke on it.

Ok I understand now. Let's push forward. We need a term sheet to start the lawyers say. Can you guys put something together?

Yeah,-is getting started onthis.
0k

Want to talk this morning to try to finalize the open high level terms, like cash amount, cash/stock exchange rate, etc?

Yes but can I finish my calls with the lawyers over here?
Prob 11:30ish

Yeah, of course. I just woke up so I wanted to send you a note so you know I can talk whenever.

Great. Sounds good

How is everything going from your perspective?

Good, you? Want to meet in person and discuss this stuff? I think it's probably best
Sure. Want to come by at 11:45?

Sure I'm up in the city and need to pack up. Will try to hit 11:45 maybe closer to 12?

Sure, come by whenever.
12 is fine. I was just suggesting 11:45 earliest so I'd have time to finish waking up, getting dressed, etc.

Haha no worries. I'll get down there

More like 12:15 now just. As a heads up

Hey just to let you know things are going well and I'm here with roning things out

Awesome. I'm at home but let me know of there's anything I can help outwith.

0k cool

Congrats, man - really excited for everything. Looking forward to working together

Congrats to you too! This is going to be great. I'm looking forward to working more closely together as well.

Excited to announce this?
How is it going with your team?

Yes! Lots of talking and questions

But everyone is generally excited and happy?
T-minus 15 minutes on the announcement

Yes! Totally excited and surprised
I think you should spend a little time with everyone explaining how excited you are. I think maybe we're coming down?

Yeah, I'm definitely happy to do that whenever.

0k will work out with schrep

Posted. Congrats!
Outlook E-mail
From:
Sent:
To:
Cc:
Subject:
h
_
Attachments
_
1 28 2012 6:25:30 PM
Sheryl Sandberg
Re: Board in California - Monday 30 January 2012

2012_01_30 deck for Vondafone.pptx
I w i he current plan and briefing and attached is the deck. The reason I hadn't shared is because of the feedback from
that they are mostly interested in hearing Sheryl talk. Because of this, and the fact that we only have 20-30 min, I'm
thinking we should ditch the slides completely, have Sheryl share some thoughts and trends (basically, what's in the deck, but
shared verbally only) and open it up for discussion. Interested in your thoughts.
Vodafone Board of Directors, briefing doc
When: Monday, Jan 30th, 12:45 pm with the Vodafone Board followed by lunch at 1.15 pm.
Where: Vodafone Xone R&D Center, Suite 400, 275 Shoreline Drive, Redwood City, CA 94065.
What: 20-30 min slotted for us to talk, likely followed by Q&A. They have asked for us to cover:
Your views on the TLC industry's status and future evolution based on technology and commercial trends
How Facebook’s strategy is developing and which elements of it might be m o r e relevant to Vodafone’s
If you or your colleagues have an opinion on Vodafone’s strategy or performance, where would you re
commend the Board to focus
Our approach:
Welcome (Shegyl): Introduce our team (info below). F8 is evolving into a mobile company.., partnerships are at the
helm of our work here.., Vodafone is one of our most valued partners...
Short slide deck ‑

0 Slides ‐ what we' re seeing in social networking (% share and % growth)
0 Slide ‐ mobile is the way people are choosing to interact (mobile vs web)
0 Slide ‐ What FB is focused on (social phones)
0 Slide ‐ opportunities for them (continuing our close relationship/leaning in...., HTML 5+ operator billing, ads,
platform)
Additional background:
Our relationship with Vodafone:
- While Vodafone has some concerns about the mobile data revolution, they are taking a pragmatic approach
of driving the change rather than being a passenger. This will stand to them in the long term.Vodafone has
built market-leading capabilities for e.g. Direct billing of Facebook credits and this positionsVodafone well for
participation in new digital revenue streams (in particular relative to its major competitors)
Vodafone has yet to wake up to the power of social media. It's the future and they need to pay more
attention to it. If left undone, this will become a major strategic weakness. Competitors are way ahead. This
counts both for: (Ads) advertising via Facebook (<0.5% of their annual spend) (Platform) for using Facebook
capabilities (e.g. OG) to achieve more by enhancing or even transforming its businesses.
Vodafone appears to lack cross-market sharing of best marketing practices. At a timewhen marketing itself is
being redefined, the markets will need leadership.This appears to be lacking at present.
Attendin from our side:
- _One of only a handful of VPs at Facebook, runs all of CD, BD and mobile partnerhsips, an internal
champion formobile
CONFIDENTIAL F80009763
-one of the longest standing members of our mobile team, tied into Palo Alto and the way things are
donehere, moving in April to London where he will continue to be your tie into Facebook.
A facebooker for 1.5 years,-s an expert on the ads side, having spend 10 years at google working
on AdWords, and a recent addition to the mobile team. She leads our operator partnerships.
Attending from their side: - a n d-- additional color you would add?
Gerard Kleisterlee -Chairman
Gerard Kleisterlee, aged 65, became Chairman of Vodafone Group Plc on 26 July 2011 at the conclusion of the AGM,
having previously served as a non-executive member of the Board. He retired as President/Chief Executive Officer
and Chairman of the Board of Management and the Group Management Committee of Koninklijke Philips Electronics
N.V. (‘Philips’) on 31 March 2011 after a career with Philips spanning three decades. He has been a member of the
Daimler AG Supervisory Board since April 2009, a non-executive director of the Supervisory Board and member of the
Audit Committee of Royal Dutch Shell since November 2010, and a member of the Board of Directors of Dell Inc.
since December 2010.
John Buchanan ‐ Deputy Chairman
John Buchanan, aged 68, became Deputy Chairman and senior independent director in July 2006, and has been a
member of the Board since April 2003. He retired from the board of directors of BP p.|.c. in 2002 after six years as
Group Chief Financial Officer and executive director following a wide-ranging career with the company. He was a
member of the United Kingdom Accounting Standards Board from 1997 to 2001. He is Chairman of Smith & Nephew
plc and Senior Independent Director of BHP Billiton PLC. He is also Chairman of The International Chamber of
Commerce (UK) and Chairman of the Trustees for the UK Christchurch Earthquake Appeal. Previous non-executive
directorships include AstraZeneca PLC and Boots plc.
Vittorio Colao - Chief Executive
Vittorio Colao, Chief Executive, aged 50, was appointed Chief Executive of Vodafone Group Plc after the AGM on 29
July 2008. He joined the Board in October 2006 as Chief Executive, Europe and Deputy Chief Executive. The early part
of his career was spent in the Milan office of McKinsey & Co working on media, telecommunications and industrial
goods, with additional responsibility for recruitment. In 1996 he joined Omnitel Pronto Italia, which subsequently
became Vodafone Italy, and he was appointed Chief Executive in 1999. He was then appointed regional Chief
Executive Officer, Southern Europe for Vodafone Group Plc in 2001, became a member of the Board in 2002 and was
appointed to the role of Regional Chief ExecutiveOfficer for Southern Europe, Middle East and Africa for Vodafone in
2003. In 2004 he left Vodafone to join RCS MediaGroup, the leading ltalian publishing company, where he was Chief
Executive until he rejoined Vodafone as CEO, Europe. He sits on the International Advisory Board of Bocconi
University, Italy.
Michel Combes ‐ CEO EuropeRegion
Michel Combes, aged 49, Chief Executive Officer, Europe Region, was appointed to the Board with effect from 1 June
2009, having joined the Company in October 2008. He began his career at France Telecom in 1986 in the External
Networks Division, and then moved to the Industrial and International Affairs Division. After being technical advisor
to the Minister of Transportation from 1991to 1995, he served as Chairman andChief Executive Officer of GIobeCast
from 1995 to 1999. He was Executive Vice President of Nouvelles Frontiéres Group from December 1999 until the
end of2001 when he moved to the position of Chief Executive Officer of Assystem-Brime, a company specialising in
industrial engineering. He returned to France Telecom Group in 2003 as Senior Vice President of Group Finance and
Chief Financial Officer. Until January 2006, he was Senior Executive Vice President, in charge of NExT Financial
Balance & Value Creation and a member of the France Telecom Group Strategic Committee. From 2006 to 2008, he
was Chairman and Chief Executive Officer of TDF Group. He is Chairman of the Supervisory Board of Assystem SA in
France and serves as a non-Executive director on the boards of ISS Equity A/S, ISS Holding A/S and ISS A/S.
Andy Halford ‐ Chief Financial Officer
Andy Halford, Chief Financial Officer, aged 52, joined the Board in July 2005. He joined Vodafone in 1999 as Financial
Director for Vodafone Limited, the UK operating company, and in 2001 he became Financial Director for Vodafone's
Northern Europe, Middle East and Africa Region. In 2002, he was appointed Chief Financial Officer of Verizon
Wireless in the US and is currently a member of the Board of Representatives of the Verizon Wireless partnership.
Prior to joining Vodafone he was Group Finance Director at East Midlands Electricity Plc. In December 2010, he was
appointed Chairman of The Hundred Group of Finance Directors in the UK. He holds a bachelors degree in Industrial
Economics from Nottingham University and is a Fellow of the Institute of Chartered Accountants in England and
Wales.
Renee James ‐ Non-Executive Director
Renee James, aged 47, joined the Board inJanuary 2011. She is senior vice president and general manager of the
Software and Services Group for Intel Corporation with responsibility for deliveringsoftware products and support
across Intel's entire product line by building and distributing software and services products and partnering with
independent software partners in the industry. In addition, she is responsible for the Intel worldwide developer
programs as well as R&D of next generation software and services. Her organisation operates in m o r e than 20
countries.Renee is also the chairman of the software subsidiaries of Intel: Havok, WIndRiver Systems and McAfee,
Inc. Renee joined Intel in 1988 with the acquisition of Bell Technologies and has previously served as vice president of
Developer Programs for Intel, in which capacity she was responsible for overseeing Intel's relationship and
development efforts with partners such as Microsoft. Prior to that, she was the director and COO of Intel Online
Services, Intel‘s data centre business.
Renee also serves as an independent director on the VMware Inc. Board of Directors and is a member of its Audit
Committee.
She holds Bachelor‘s and Master's degreesfrom the University of Oregon.
Alan Jebson ‐ Non-Executive Director
Alan Jebson, aged 62, joined the Board inDecember 2006. In May 2006 he retired from his role as Group Chief
Operating Officer of HSBC Holdings plc, a position which included responsibility for IT and Global Resourcing. During a
long career with HSBC, he held various positions in IT, including the position of Group Chief Information Officer. His
roles included responsibility for the Group’s international systems, including the consolidation of HSBC and Midland
systems following the acquisition of Midland Bank in 1993. He originally joined HSBC as Head of IT Audit in
1978where, building upon his qualification as a chartered accountant, he built an international audit team and
implemented controls in the Group’s application systems. He is also a non-executive director of Experian plc and
MacDonald Dettwiler and Associates Ltd. in Canada.
Sir Samuel Jonah ‐ Non-Executive Director
Samuel Jonah, aged 62, was appointed to the Board on 1 April 2009. He is Executive Chairman of Jonah Capital (Pty)
Limited, an investment holding company in South Africa and serves on the boards of various public and private
companies, including The Standard Bank Group. Hepreviously worked for Ashanti Goldfields Company Limited,
becoming Chief Executive Officer in 1986, and was formerly Executive President of AngloGold Ashanti Limited, a
director of Lonmin Plc and a member of the Advisory Council ofthe President ofthe African Development Bank. He is
an adviser to the Presidents of Nigeria and Togo and previously served as advisor to the Presidents of South Africa
and Ghana. An Honorary Knighthood was conferred on him by Her Majesty the Queen in 2003 and in 2006 he was
awarded Ghana's highest national award, the Companion ofthe Order of the Star.
Cc:
Subject: Re: Board in California - Monday 30 January 2012
Sheryl
partnership with vf and how important mobile is for Facebook, then “will
I'm back to civilization tomorrow. We were planning for you to talk about how happy we are to be building an even closer
and how wecan work together more closely. Wewere also planning on aving-join.
do a 20min presentation on what are priorities are
-- can you pls forward your presentation to us and a short backgrounder on vf partnership
I see below they've invited us for lunch. - do you think it WOI'lG to have four of us?
fl“
On
Jan 27, 2012, at2:50 PM, "Sheryl Sandberg"_wrote:
Can someone send me the agenda please? With times and who is doing what.
From:
Sent: Friday, January 27, 2012 6:37 AM
To : Sheryl Sandberg
Subject: Fwd: Board in California - Monday 30 January 2012
Sent from my iPhone
F r o m : _
Date: Janua 13, 2012 11:17:22 AM EST
T m h Sheryl Sandberg
Subject: Re: Board in California - Monday 30 January 2012
1 suggest that Sheryl says a few words then 1give a brief presentation around our global success, shift to
mobile and approach to partnering I’m doing a similar session with the telefonica board.
Sheryl ‐ if you'd rather do the presenting, then we'll get you prepared, or alternatively if you'd rather just
do comments and Q&A, pls let us know
From
Date: Fri, 13 Jan 2012 07:04:36 -0800
To: Sher lSandber
Cc:
Subject: FW: Boar in Cai ornia - M o n ay 30 January 2012
Re: Vodafone board. No preso, right?
HIGHLY CONFIDENTIAL TREATMENT REQUESTED FB-HJC-ACAL‐00057107
Sent: Frida January 13, 2012 5:53 AM
To:
Subject: RE: Board in California - Monday 30 January 2012
H i ‑
Thanks for-lo.
When Sheryl and-niveat in
out offices Redwood City, we a30
would suggest that they give minute
presentation to the Board which will then be followed by lunch with the Board members. If they propose to use
PowerPoint, could you please let me have the presentation ahead ofthe meeting in orderto have this ready for
them. Alternatively, they could bring along on a USB memory stick,
I look forward to hearing from you.
xVo
Vodai‘one Group PIC: One Kingdom Street,

Paddingtou Central, London W2 oBY.
vodafone.com
Vodafone Group Plc Registered Office Vodafone House

The Connection, Newbury‘ Berkshire RG 14 ZFN
Registered in England number i833679
"
Sent: anuai
W :
W
To: VF-Group
Hi‑
Here is-bio:
From: _ V F - G r o u p [ M
T m i
Sent: Thursda January 12, 2012 1:47 AM
Hi -
Would you have a short biography for‐that you could send me?
HIGHLY CONFIDENTIAL TREATMENT REQUESTED FB-HJC‐ACAL‐00057108
Vodafone Group Pic‘ One Kingdom Street, Paddington Central,
London W2 GBYr
vodafone.com
Vodafone Group PIC Registered O f fi c e Vodafone H o u s e

The Connection, Newbury, Berkshire RG 14 ZFN
Registered in England number l833679
None. Thank you for inquiring!
Sent from my iPhone
On Jan 5, 2012, at 4:11 AM, "- VF-Group" _ w r o t e :

Dear Camille
One finai question, do Ms Sandberg or - h a v e any dietary requirements?

Re ards
Vodafone Group Pic“ One Kingdom Street.

Paddington Central, London W2 ( S B Y.
vodafone.com
Vodafone Group PIC Registered Office. Vodafone House

The Connection, New/bury Berkshire RG 14 ZFN
Registered in England number 1833679
From:HF‐Group
Sent: anuai 2 11:50
To:
HIGHLY CONFIDENTIAL TREATMENT REQUESTED FB‐HJC‐ACAL‐00057109
Cc: Martin, Rosemary, VF-Group
Looking ahead t oM s Sandberg and - ) a r t i c i p a t i o n a tour Board meeting o nMonday 3 0

January I now attach an event information sheet which confirms location, timing and some information
regarding our visit and board members.
Referring to Rosemary Martin's letter of the 12 December, could you confirm which charity Ms
Sandberg would like us to make a donation to, in recognition of her contribution to our Board‘s visit?
If you have any queries please do not hesitate to contact me.
- xvo
Vodafone Group PIC, One Kingdom Street.
Paddington Central, London W2 eBY.
vodafonecom
Vodafone Group PlC Registered Office“ Vodafone House

The Connection, Newbury, Berkshire RG 14 2FN
, , , , ,
F r o m ‐ [ M P
Sent: 14 November 2011 1 :
To = _ v r e r o u p
Thanks so much,-Sheryl will not need hotel or ground transportation.

Best,
Sent: Monda November 14, 2011 7:5

T o: i
Dear
I referto the e-mail exchange below and now attach a letter from Vittorio CoIao regarding Mr Ms
Sandberg's attendance to meet the Vodafone Board members on Monday 30 January 2012.
If you would like me to organise any hotel accommodation or ground transportation for Ms Sandberg,
please do not hesitate to contact me.
<image001.gif>
HIGHLY CONFIDENTIAL TREATMENT REQUESTED FB‐HJC-ACAL‐00057110
Vodafone Group PIC: One Kingdom Street.
Paddington Central, London W2 O'BY.
vodafone.com
Vodafone Group Plo, Registered Office: Vodafone House.

The Connection, Newbury, Berkshire RG 14 2FN.
Registered in England number 1833679
F r o m ‐ fl a w
Sent: 26 September 2011 :
To: Martin, Rosemary, VF-Group
Cc: _ V F - G r o u p
Wonderful. Thank you.

From: Martin, Rosemary, VF-Group
Sent: Monda September 26, 2011 12:19
Imailto_
VF-Group
e: card in California - Monday 30 January 2012
Thank you for your speedy and affirmative reply.
We will be delighted to have Sheryl and _ a t the Directors‘ lunch.

_our Board Administrator, or I will be in touch with you in due course about arrangements.
Best wishes
Rosemary
From‐F
To: Martin, Rosemary, - roup
Sent: Mon Sep 26 21:15:50 2011
Hi Rosemary,
Sheryl would be delighted to come. Joining her, will b e _ V i c e President of Corporate
Development.
Let me know if you need anything else at this time.
Cheers
From: Martin, Rosemary, VFGroup _

Sent: Monday, September 26, 2011 6:16 AM
To:
Cc:
Subject: Board in California - Monday 30 January 2012
Dear Ms Sandberg
I refer to Wtorio Colao‘s recent exchange with you in which he said the Vodafone Board is planning to
hold a meeting in California in January 2012 and would like to invite industry leaders such as yourself
to speak.
This email is to confirm that we are going ahead with the Vodafone’s Board visit to California and we
would be delighted if you would join our Directors at lunch on Monday 30 January and if you would
speak to them during the lunch. We will be holding the lunch from 1245 to 1415 at Vodafone Xone
R&D Center, Suite 400, 275 Shoreline Drive, Redwood City, CA 94065.
I would be grateful if you could confirm if you will be able join our Directors at lunch on 30 January
and, if so. who we should liaise with at your office to arrange the details.
Kind regards
Rosemary
Rosemary Martin <image001.git>
Group General Counsel & Company
Secretary
Vodafone Group Plc. One Kingdom Street, Paddington Central,

London W2 GBY.
vodafone.com
Vodafone Group PlC. Registered Office Vodafone House,The

Connection, Newbury, Berkshire RG 14 2FN. Registered in
England number 1833879
NOT FOR CIRCULATlON/COMMITTEE MEMBERS AND STAFF ONLY
Posted 2012-01-26 23:52:32 UTC
Status Instagram is eating our lunch. We should've owned this space but
we're already losing quite badly. Lots of new friends are joining and
following me every week, and I find myself checking it far more often than
FB Mobile. It's a far more focused, compelling way to keep up with what
my friends are doing. Google+ is a red herring ‐ we are getting distracted
by a shitty clone while guys like Instragram and Pinterest ramp up and
create new markets that we should've seen coming.
Mobile
Comments User 206729 Text
Time 2012-01-26 23:59:09 UTC
U s e r ‐ ( 6 6 5 2 1 5 0 2 8 ) Text Isn't that why we're building a n

Instagram clone?
Time 2012-01-26 23:59:51 UTC
User‐(3404106) Text Iwouldn't call itaclone
Time 2012‐01‐27 00:00:05 UTC
User‐(3404106) Text But weare building something ina

similar space
Time 2012-01-27 00:00:21 UTC
U s e r ‐ ( 1 3 9 8 9 9 5 2 2 5 ) Text A t500 Startups demo day

yesterday it was really clear that all these awesome new social products
are going to be built - either on our platform, or without us. Right now it's
not the former. We have our work cut out for us. If Instagram was a solid
06 app I don't think it would necessarily be bad that it gets checked more
than FB mobile.
Time 2012-01-27 00:02:41 UTC
Userq(214902687) Text Itry toonly post artsy things on

instagram, w ere I post social stuff on FB. Different audiences and
purposes I think. Also, eventually all the filters will get super old.
Time 2012-01-27 00:03:56 UTC
User‐(214902687) Text Seems like we're not a place for

art/serious photography right now and that might be ok
Time 2012-01-27 00:04:39 UTC
U s e r ‐ ( 4 8 3 0 0 7 8 0 ) Text We're building something similar

but I think we're going to miss out on a lot of the cool Instragram dynamics.
CONFIDENTIAL FBOO16025
I've heard that we might cut the focused consumption experience from v1
of snap, but I spend most of my time on Instagram looking at other
people's photos. Instagram also makes it easy to follow people you don't
know (in addition to people you do know), which makes things quite
interesting as well. They've done a lot to build an interesting community
and I think that's going to be hard to replicate. I don't think most
people use Instragram for "art" photography. It's more "fun" photography.
Lots of people I follow post at least a photo a day, and it's still really
interesting to see how people's lives are unfolding in real time. The filters
and the different square format give people artistic licence that they didn't
have before, and that makes them more likely to post.
Time 2012-01-27 00:08:43 UTC
User‐(205733)Text Google+ isn't shitty. It's abetter

implemen a ton of a broad social network than our own in many respects; it
just happens to be late to the party. We definitely need to be ahead of the
upstarts as well, but most days I'd take a Facebook that just worked better,
looked better and wasn't riddled with bugs over a social pin board. Also, as
far as I know there are only like 3 people in the company who are focused
on Google+, and we haven't shifted our product roadmap in any
meaningful way to respond to it.
Time 2012-01-27 00:09:22 UTC
User‐(506749663) Text- I don't really think people make

that distinction. More and more of my friends are using Instagram and Path
to share their life and I don‘t think artsy photo filters are to thank. It comes
down to how focused and simple these apps are and how frictionless it is
to share with them. What's interesting now that more “regular people"
adopt these products is that they don't seem to care too much about their
friends being a part of it.
Time 2012-01-27 00:13:05 UTC
U s e r ‐ ( 3 7 0 0 0 6 4 1 ) Text I've heard really good things about the

new Path as well.
Time 2012-01-27 00:13:11 UTC
User‐(37000641) Text (Not trolling)
Time 2012-01-27 00:13:18 UTC
User _(3404106) Text Interesting fact: 40% of photos uploaded

in instagram don't use a filter. Although this could mean these users are
filtering their photos in other apps or using tilt-shift (which doesn't count as
a filter)
Time 2012-01-27 00:18:59 UTC
User“(728642302)Text iagree with you. We
tend to
over-comp icatet ings. nstagram is winning because they just made a
really simple thing and they actually just sat down and built it. We need
more Roche's or at least small teams (2-4 people) who can build a
complete quality product in short time. When it comes to Snap, it's a more
complicated product than Instagram, which is dangerous. Humans are
inherently lazy, thus something that's slightly less valuable from a technical
standpoint, but easier to use, will win.What-is getting at here is
important too ‐ posting to lnstagram implies quality before quantity. The
pictures you post are presented in a very clean and simple manner, in
seemingly high quality. Today, posting to Facebook implies a context of
quantity before quality. This could be the effect of several variables, like us
compressing images too hard, not giving images much space or just the
fact that 80% of your friends doesn't have an artist's eye. We might not be
in a bad place, butjust perceiving ourselves differently than our users do. If
we want to be a place where beautiful (as in aesthetics) content is shared,
we need to work on presentation (e.g. show really large images directly in
feeds rather thans mall thumbnails you need to click, stop compressing
images so hard details disappear, etc) as well as tools that allow creative
freedom with clear constraints (relating to Instagram, this is actually one of
the key components to the app's success‐its limitations: 1:1 photos only,
only prefab filters as postprocessing, no cropping etc and only likes and
comments, no re-sharing, saving, starring, categorization, etc).
Time 2012-01-27 00:19:57 UTC
U s e r ‐ ( 4 8 0 4 2 8 4 ) Text M tywo cents: I stopped using
lnstagram very soon after I realized I couldn't post anything to Facebook
but a link to the photo on lnstagram‘s site. I've only recently started using it
again because they added the ability to upload photos directly to Facebook.
Time 2012-01-27 00:23:01 UTC
U s e r ‐ ( 7 2 8 6 4 2 3 0 2 ) Te x t - This i swhat I use t o

get lnstragram into my Timeline and subscriber's news feeds:
http://ifttt.com/recipes/507 In a perfect would, lnstagram would have
posted actual photos to Facebook, but I guess either our APIs weren't
sufficient or they didn't really care to put the effort in.
Time 2012-01-27 00:28:14 UTC
User‐(24900783) Text They only started caring once

Timeline was out and we made photos posted to our site look a lot better.
Time 2012-01-27 00:29:04 UTC
User-(1340940008) Text @- I'm curious, what are we

aiming to do differently with Snap vs. lnstagram?
Time 2012-01-27 00:30:21 UTC
U s e r ‐ ( 1 3 4 1 6 6 0 3 2 7 ) Text N ooffense, but I personally still

wonder why we're trying to play the platform and product game at the
same time with Snap. If we make the photo consumption experience better
than every other platform out there, then wouldn't external apps that can
make it easy to share photos just flock to us?
Time 2012-01-27 00:32:20 UTC
User _ ( 4 8 3 0 0 7 8 0 ) Text-I'm certainly not advocating

that we create a social pinboard. But there‘s a bunch of subtle things that
we could do to encourage that same kind of sharing. Some of that sharing,
like the recent proliferation of re-shared photos, is already happening.
Mostly I'm just frustrated by our tendency to pay attention to what the
Valley is saying instead of what the real world is doing. Pinterest is a great
example of this: Techcrunch et al didn't really pay attention to them until
they really started to blow up in the last month or so, and this is because
most of their initial popularity came from outside the valley. There may only
be 3 people working on Google+ related things (although didn't we have a
whole war room of people working on FL redux?), but there's certainly a lot
more people devoting energy to thinking about them, when really their
product is not that much different than our own. It's fairly easy to one-up
6+ on features, and though their distribution is scary, I‘m far more scared
by things that make us look like dinosaurs (Instragram, Pinterest), in the
sense that they're creating categories of ex eriences that just don't exist
(and can't easily exist) on FB. And asflpoints out, we're not set up
well as a company to innovate with new categories. Snap is taking months
and months, and it only exists as a reaction to lnstragam. It's not like
someone said “Hey, wouldn't it be cool if...", and then went and built a new
thing in two months. If everything is strategic then nothing is creative and
innovative.
Time 2012-01-27 00:32:27 UTC
User‐(3404106) Text @- asof now, the big
differen la or is multi‐photo upload (which is what we've been spending a
lot of time nailing on design) Face detection for ease of tagging is realistic
for 1.0. We're really interested in face recognition, but not sure if it will
make it for 1.0
Time 2012‐01‐27 00:39:30 UTC
U s e r - 3 4 0 4 1 0 6 ) Text Asimple muIti-photo upload i sreally

tough. No one I know of has done it right yet, I think we'll be the first to nail
it.
Time 2012-01-27 00:42:28 UTC
HIGHLY CONFIDENTIAL TREATMENT REQUESTED FB-HJC‐ACAL‐0006337O
User_(206729)Text The question for me
iswhen itis
rationa or us as a arge, established service to divert significant resources
from clear improvements to our product and invest significantly in pure
creativity! innovation. Ideally we would do both, but we're always strapped
for development resources. Small unestablished startups have a much
clearer incentive to go all in on creativity / innovation from the get go. To
play devil's advocate, it seems like it might be rational for us, in many
situations, to just make sure we're gathering as much information as
quickly as possible about what these small companies are doing, and
when we see evidence that the innovation has systemic value, mobilize
resources to address it.
Time 2012-01-27 00:46:10 UTC
U s e r ‐ ( 1 5 5 0 0 4 1 4 ) Text Pinterest i saTimeline App now.

Instagram now publishes photos directly to Facebook instead of just linking.
I'm not concerned when I see all of these start ups leaning on us for
distribution.
Time 2012‐01‐27 00:46:37 UTC
U s e r ‐ ( 2 0 6 7 2 9 ) Text To - s point, w ecan also use their

reliance on our distribution platform to better understand how valuable
these small startups are, in order to augment evidence from personal
experience, anecdotes, and the press.
Time 2012-01-27 00:53:51 UTC
U s e r ‐ ( 7 2 8 6 4 2 3 0 2 ) Text Here's a nidea: s/status
update/blog postf, add markdown capabilities and have users invest more
in original content creation on Facebook. This goes for any kind of media
of course, like videos and photos which we are already talking about.
Time 2012-01-27 01:26:11 UTC
U s e r ‐ ( 3 4 0 4 1 0 6 ) Text A better version o fnotes?

Time 2012-01-27 01:28:34 UTC
U s e r ‐ 7 2 8 6 4 2 3 0 2 ) Text- Merge notes and status

updates?
Time 2012-01-27 01:35:39 UTC
U s e r ‐ ( 5 1 0 1 9 3 0 ) Text Anybody want t ojoin the photos team?

We're hiring.
Time 2012-01-27 03:38:25 UTC
U s e r ‐ ( 5 1 6 7 9 7 2 9 3 ) Text A saFacebook user with only a

very recent vested interest, one of the primary reasons I consciously
choose to tap on Instagram/Path/GowaIla/Whatever rather than Facebook
to share is because I know that then a set of friends are highly likely to see
it. With Facebook, its more of a shot in the dark. I don't know if my content
will appear in my friends feeds such that they even have a chance of
seeing it. Most of the times I've made one of these conscious choices to
share elsewhere but still publish that activity to Facebook I get a significant
amount more feedback on the originating application, likely for the reason
I'm citing in addition to many of the reasons cited here so far. This then
further dilutes any need I might feel to share on Facebook. I just want my
friends to see my stuff and I want to know that they did. This, by and large,
is the only reason I would opt out of sharing on Facebook over any other
service.
Time 2012-01-27 05:55:28 UTC
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From: Stites, Robert UO=AMAZON/0U:EXCHANGE ADMINISTRATIVE GROUP
(FYDIBOHFZBSPDLT)/CN=RECIPIENTS/CN=RSTITES]
Sent: 11/1/2017 ' ~
To : Limp, Dave
CC: ' Williams Robert Tritschler, Charlie
ooms, Douglas
Subject: Re: Project Darwin Ringl ‐ call with Dave Limp
This is worth a discussion, We chose to innovate on hardware in Pie well into the design phase requirements and intent
were still fluid. This company chooses to limit their hardware capability to what is available and focus on other areas. If
you w a n t we can have the company that builds both do a gap Analysis for us as part of the n e x t level due diligence.
Rob Stites
On2, at
Nov 2017, 7:37 AM, Limp, Dav‐wrote:
This is problem then- _ l n facet doing
Pie took us a long tine and was fraught with issues. Folks need to convince me a frugal organic plan that
can win. I have n o t seen it, perhaps Rob y o u have that makes you confident?
On1, at
Nov 2017, 4 : 3 1 P M , Stites, Robert‐wrote:
Dave
Based on your answers, I would be very concerned. You can’t half integrate them n t o
mechanisms we use to run the business, things just break everywhere if we treat it as a
Chinese menu. They don't have any interesting hardware secret sauce either in IP,
manufacturing process, or people. As indicated in the slide I sent last night, from
Foxxonn (one of their ODMs) I think we could easily replicate all of their hardware to be
better, operate in a m o r e secure and robust infrastructure, for a LOT less than cost of
buying them so i am n o t inclined unless our intent is just to benchmark pricing (which
seems to me we could get by hiring one or t w o people). However at this point could
easily disagree and commit given the positive assessment of my team in the early
meetings at least we don’t think they are broken.
Rob Stites
O n2 , a t
Nov 2017, 12:29 AM, Limp, Dave‐rote:
Comments inline in blue. Obviously, a lot of these answers are my early
thoughts and worthy of a lot of debate. Net/Net are you inclined to give
them a term sheet subject to a LOT more diligence?
From: Robert Stites _

Date: Tuesday
To: Dave Limp
Cc: "St. Angel, Lindo" "Williams, Robert"
HIGHLY CONFIDENTIAL AMAZON‐HJC-00220264

"Tritschler, Charlie"
ooms, Douglas"
Su ject: Re: Project Darwin (Ring) - call with Dave Limp
Dave
I am writing this on my phone in a care so please forgive any typos and

crazy confusing statements.
To start, I w a n t to point o u t that my lead for the early effort was

pleased with what he saw in the supply chain. They use tier one
components and manufacturing partners with no red flags in his
questioning. He believes they are a solid company. I have several of
their products and with the exception of needed a special tool to
change a battery, I have been impressed.
My concern largely encompassed the intended integration or non‑

integration with o u r business. I mentioned Nest and Beats in this regard
as those acquisitions are the best comp I can think of to what we are
intending to do and I have the benefit of having a lot of insight on their
supply chain integration challenges. Below, I have tried to capture
several of the issues they have faced over the last years as well as some
other. At this point Nest is entirely functionally integrated with Google
Hardware, and Beats has slowly and painfully migrated following a
series of hardware and roadmap missteps.
While each area below could be perceived as an individual decision that

could be made as part of the next level Diligence, when taken in their
entirety they encompass a fundamental approach to this potential
acquisition that should be well understood now.
1. Planning- Will they still take orders from the CE buying team
just like they do today or would we get involved with our planning
team. Who owns FTIS, inventory allocation and launch planning? Will
they still have independent relationships with the retailer or would they
leverage o u r retail team? IEdo the still meet with the best buys of the
world independent of our team? Do we plan to assort in our owned
stores if so are the treated as a 3P or 1P roduct?

4. CSR and compliance- We know they have limited to no activity
around compliance and CSR validation. Are we OK with this? Do we
have them roll up separately as part of a standard CEsupplier to our
retail side. Is that even OK? If they were found to have a problem
would PRtr to tie them to our ownershi ?
6. Logistics ‐ We expect to find that we get better rates than they

do in logistics and our SLA’s will be tighter. Is this OKor would we try to
improve this? Do we take ownership of their reverse logistics, ours is
integrated with the FCprocess, as a CEvendor they have a separate
process that drives cost, do we still keep that if we are separate? Do we
. . . . . 7
7. Quality ~ They currently follow standard quality checks and

procedures used at the Contract Manufactures. We have a much higher
bar with many additional mechanisms developed by us to ensure world
class produces. Would we expect to work towards aligned that or wait
until we do it over time as the res onse to various COE's.
8. Supply base sponsorship, relationship and management. When

we meet with Supply Base leaders do we try to act as one company or
just tell them we have no idea what company X’s plans are or what they
are up to so you will have to talk to them separately. Foxconn would be
one example here. Do we try to align this at all, or do we treat it like
AWS. In AWS case there is very little overlap in either material or
factory (Server divisions are separate from the CEdivision in our CMs)
so we coordinate loosely unless we see an opportunity to benefit from
HIGHLY CONFIDENTIAL AMAZON-HJC-00220266

9. Regional involvement ‐ Do their in-region operations teams
continue to sit separately, in their o w n offices ,with their own HR, IT,
Benefits, support or do they become part of our regional team under
' ?
10. Comp ‐ Do we try to align comp for the same job titles or do
they stay under their current comp system? Is this both in region and in
the US?
Many of these areastripped up Beats and Nest and several are still a
mess that they are fighting through. The leader of Beats supply chain
was just changed out again sending a director from Cupertino and long
term Apple leader to run it.
In addition to the areas above, aren't we concerned that Amazon

ownership is going to drive different expectations from our
customers. We recently have been celebrating our success in
establishing tremendous trust from our customer base. This raises
expectations in many areas, not the least of which is things working
together. Who ensures that we meet that bar in product timing,
ca abilit reliabilit ualit seamless inte ration etc.
I am strongly convinced that ignoring all of these areas will just result in
a slow and painful migration over time in response to problems, which
is just so painful. If we want to move forward the only viable solution I
see is to transition the team into a new product line, largely mirror that
structure and integrate them using the right mechanisms we have been
building over the last years. This is costly, will slow them down some
and may alienate some of their leadership but I am convinced is the
only way this works in the mid and long term.

Of course I could be wrong...
Rob
From: "Komorous, Nick“

Date: Tuesday, October 31, 2017 at 8:56 AM
To: "Stites, Robert“
Cc: "Lindo St. Angel "Williams, Robert"
"Tritschler, Charlie"
ooms, Douglas"
Su ject: RE: Project Darwin (Ring) - call with Dave Limp
Removing the FM
Rob S we caught up with Dave this morning and brought up your

concerns about integrating D a r w i n Our c u r r e n t integration hypothesis
is to do the minimum a m o u n t of work to ensure that Darwin's products
are reliabie and safe. So, the goat would be to keep Darwin as
independent as possibie under the principle of doing no harm and not
siowing them down. Dave would Elke to get your opinion on this
approach as weil as your overall concerns about doing this deal. Can
you send him a note directly and cc” ail of us? Given the time zone
difference, we wiil lilieiy have to handle this over emaili Also, please
highlight what you mean by the reference to Nest and Beats. We
discussed this briefly. but weren‘t; able to draw a:lot of paralieis
between those deeisand Darwin (with the Nest deai seemingly having
gone sideways due to contractual commitments to keep it entireiy
separate -~no integration whatsoever}.
Thanka
Nick
From: Stites, Robert

Sent: Tuesday, Oct- - ‑
To: Komorous, Nick
Cc: St. Angel, Lindo
Roemer, Jamie
Subject: Re: Project Darwin (Ring) - call with Dave Limp
Nick

Rob Stites
On Oct 31, 2017, at 2:29 AM, Komorous, Nick

wrote:
All ‐I am reaching out because Dave asked me to set up

a call (or start an email thread) with his leadership team
to get everyone’s perspective on the potential Darwin
acquisition. My preference is to do this in person (on a
call) rather than via email. Not surprisingly, getting time
with Dave in the next few days is proving to be
difficult. It looks like our best option is tomorrow
morning at 7:30 am PST. Can everyone make that
work? Rob S‐ I realize that is fairly late China time.
Thanks,
Nick Komorous
Corporate Development
4” a,

COGS Cost O u t Update December 16, 2010
Retail Tenet #3: “We relentlessly lower our costs. We will serve each vendor by being its most efficient and innovative
retail channel. We will improve total terms for each vendor every year." Today we provide year-to-date (YTD) progress
(through October) on 2010 S-Team goals related to COGS Cost Out and progress made through the Vendor Negotiation SME.
2010 S-Team Goals - Deliver Vendor Margin Cost Out:

A) US Vendor Margin per Retail unit served increased from $6.65 in 2009 to $7.02 in 2010, an improvement of $0.37 on
a mix neutral basis to OP2.
B) Int'l Vendor Margin per Retail unit served increased from $5.88 in 2009 to $6.14 in 2010, an improvement of $0.26
on a mix neutral basis to OP2.
Overall, the USgoal is M while the Int’l goal is yellow through October.
USvs. OPZ: YTD USVendor Margin is favorable to OP2 by $147.6M (+8.2%), $99.3M related to volume and $48.4M to rate
(calculated based on the change in per unit Vendor Margin). USVendor Margin per unit is $7.29 or $0.20 (mix neutral) ahead
of OP2. US Media is $115.5M favorable to OP2, with a rate variance of $92.3M due mostly to less aggressive competitor
pricing in US Books vs. OP2. Books customer discount is up 150bps YoY, but is 70bps lower than OP2. On a per unit basis, US
Media Vendor Margin is $4.76 or $0.52 (mix neutral) ahead of planned OP2 per unit of $4.24. USEGM is $32.2M favorable to
plan despite the fact that rate is unfavorable to plan by -$44.0M or -$0.43 per unit (mix neutral). This rate un-favorability is
driven primarily by lower ASP across categories and increased price matching in Electronics.
USvs. 2009: YoY through October, USVendor Margin increased by $450.5M (+30.2%) with $478.8M of volume related
margin partially offset by an unfavorable rate variance of -$28.3M coming mostly from Electronics due to ASP declines in TVs
and GPS. Vendor Margin per unit in 2009 was $4.71 in US Media and $12.41 in US EGM, and is $4.76 and $12.16 YTD in 2010.
Int'l vs. OP2: Int’l Vendor Margin is unfavorable to OP2 by -$89M (-4%), -$2M related to volume and -$87M to rate. Int’l
vendor saving per unit is $5.93 or -$0.28 (mix neutral) behind planned OP2 of $6.21. Int’l Media is -$42M unfavorable to plan,
with a rate variance of -$46M clue mostly to aggressive competitive pricing in UK Media vs. plan (-$31M) and prior year
(-$54M). On a per unit basis, Int’l Media is $5.13 or -$0.17 (mix neutral) behind planned OP2 of $5.30. Int’l Media rate
unfavorability (-$46M) is largely driven by our inability to offset price competition shown in PPP (-$64M) with Vendor Funded
Contra CoGS (+$19M). Int‘l EGM is $47M unfavorable to OP2 due to volume (-$6M) and rate (-$41M) or -$0.65 (mix neutral)
per unit ($8.64 against the OP2 plan of $9.29). Rate variance in lnt’l EGM is driven by pricing with PPP (-$42.8M), Vendor
Funded Contra CoGS is also unfavorable (-$8.0M) and offset by Price Protection (+$S.4M).
Int'l vs. 2009: YoY through October, Int‘l is +5414M (+21%) above the Vendor Margin of YTD 2009, with an unfavorable rate
variance of ‐$100M coming completely from the UK. Vendor Margin YTD is unfavorable to 2009 by $0.24 (mix neutral).
Overall, although international year over year growth in Vendor Funded Contra CoGS including Price Protection of 44% has
outpaced revenue growth of 33%, Pure Product Profit has increased only by 19% driven by aggressive competitive pricing.
For more details on performance by country, see Appendix A.
Vendor Negotiation (VN) SME Update: VN SME partners with Retail Systems and Finance. We also work with global Retail
and non-Retail teams with vendor relationships, like Ops and AdZinia. To execute on our tenets (Appendix B) we highlighted
t w o types of best practices in our last review: measuring and benchmarking vendors and evolving our vendor relationships.
Here, we add t w o key supporting efforts to enable faster progress: increasing automation and efficiency and sharing best
practices and positive surprises.
Vendor Negotiations Vision
Our Vision is for Retail teams to set goals and strategies aligned with opportunities and threats based on complete data.
Vendor Managers spend the majority of their time negotiating increased value and strategic relationships with vendors,
sharing best practices and developing these skills on their teams. VN SME coordinates vendor service offerings across
Amazon, facilitates global best practice sharing, helps plan strategy for key vendor negotiations, and provides robust
requirements so systems continue to learn and gain best in class terms for all vendors. Systems provides complete internal
Amazoncom Confidential 1

data, benchmarking, goal setting and recommendations in a user friendly w a y. They prioritize opportunities and provide
workflows with feedback loops for continuous improvement. Again, this is the vision, and we are Day 1 in truly realizing it.
To make progress on this vision, we need to build systems that automate workflows and facilitate data-driven decision
making. By way of analogy, our initial efforts, Holistic Vendor View (HW) and Vendor Goal Automation System (VEGAS)
(discussed below), are similar to CMT in the early days. For CMT, we collected and aggregated pricing (and related data like
shipping) to provide to category teams to make pricing decisions. HVV does something similar by aggregating and presenting
internal vendor data to allow categories to identify negotiation opportunities. We need to develop vendor negotiations
systems analogous to Pricing Rules to automate certain negotiation opportunities (e.g., price protection or AP days
improvements) or make recommendations where judgment is required (e.g., goals and asks based on internal benchmarking,
category or S‐Team goals, and historical trends). These system improvements will give Vendor Managers (VMs) time for
higher-value activities, like negotiating, by improving overall productivity. See Appendix C for further detail on these efforts.
1. Measuring and Benchmarking Vendors
We need to provide VMs the right Information: To enable goal setting and effective negotiation, VMs need the ability to
review a vendor's performance (vendor scorecard) and evaluate a vendor versus its peer group (benchmarking). This
requires complete and accurate data. in an early 2010 survey, VMs highlighted a lack of reliable data sources and difficulty in
putting the data together. VMs requested a Vendor Negotiations portal which summarizes financial metrics, provides tools
for negotiating and integrates with workflows. We launched HVV and VEGAS which begin to address these needs.
A. Holistic Vendor View (HW) and Vendor Goal Automation System (VEGAS). HW provides standard reports, allows
vendor comparison, and includes metrics to calculate direct free cash flow (FCF) at a vendor level. We increased o u r user
base from 545 in June to at least 701 users (note that users with other DW privileges can access HVV and are n o t captured)
with an average of 122 users using it weekly. The population of potential users is approximately 1000 globally (VMs, In-Stock
and Finance). We continue to add functionality. Since June, we added Inbound Receipt Defects and rolled o u t Global
Company Reports. (See Appendix D for a sample.) Before June 2010, a "vendor" was represented by many codes in Vendor
Master without complete mapping of the relationships. In June, we introduced the concept of an overall "Company" which
allows us to understand complete vendor relationships. We provided Retail with self-service tools to map vendors across
geographies and product lines. We are proceeding cautiously, working with teams globally to ensure each hierarchy we map
represents the global View. We incorporated vendor hierarchies into HVV.
Peer benchmarking has been a powerful tool to identify negotiation opportunities. A recent UK success (built on US Books
approach) benchmarked terms by looking at vendor profitability down to FCF, identified opportunities, and provided
guidance on prioritization. The result was large gains (Disney (£671k FCF), Universal (£729k FCF), Microsoft (£600k FCF),
Nintendo (£547k FCF), Random House (£1.2m FCF.) UK identified Fox as an under-indexing DVD vendor and is working on a
3-year commitment to get "best in class” economics. To scale peer benchmarking, we created a prototype system, ”VEGAS,”
testing an automated vendor peer benchmarking and Vendor Tiering framework (e.g., Platinum, Gold, etc.,) in a more user‑
friendly interface than H W . To date, VEGAS has 180 users but hasn’t had dedicated development resources. HVV was built
on OBIEE/ESSbase and as a result, has speed, scalability and flexibility limitations. To address, we are combining development
for HW and VEGAS (since both support negotiation) into one team that will build a Vendor Negotiation portal with design
goals of speed and flexibility. We are locating this team in New York to access a large technology talent pool. Our recruiting
pitch reflects the opportunity to build sophisticated decision support and apply automated algorithms to negotiations. (You
will remember in June you challenged us to be more creative on hiring in this important area.) Since November, we made
four offers (three accepted) and an internal Seattle transfer is relocating. To instill our culture, we are pairing employees with
a Seattle m e n t o r and requiring managers to interview experienced Amazon leaders on applying the leadership principles.
B. Contribution Profit (CP). In 2010, we launched CPfor FBA and SPin the US, an important improvement to understand the
ASIN level CPof the 30%+ of o u r business n o t previously captured. Int’l will launch Q1 2011. We made progress in closing
gaps between the CPtool and the allocated financials (net variance is about 2%). Some CPelements such as free reps and c‑
returns are estimated o u t of necessity at the time of shipment. Another source of variances related to the impact of Contra‑
CoGS agreements entered after the start date (4596 of agreements). Starting mid-November 2010, we began continuously

backfilling USCP data with actuals, allowing us to correct assumptions or predictions in the model, and implement an ASIN
level CPaccuracy metric. (We will backfill Int’l CPQ1 2011.) This metric compares CPcalculated at time of customer
shipment with the value for the same shipment 90 days later once ASIN level transactions are backfilled with actuals (product
cost, contra-COGS, customer returns, liquidation, etc.) This allows accuracy measurement for components where we have
ASIN level transactions (See Appendix E). The CPteam will prioritize projects based on how they improve ASIN level accuracy.
For vendor negotiations, we plan to develop a variation of CPincorporating cost of capital, reflecting the impact of the cash
flow cycle, FCfixed and capital costs. VMs can then evaluate the benefit of reducing lead times and increasing payment days.
C. Cost Saving Opportunities. With NGSM cost changes per year, it is n o t feasible for VMs to managethese updates. Aswe
push for better Contra-COGS, we risk vendors increasing product cost to compensate. The workflow for product costs with
high % increases is currently crude and generates false positives. As a result, VMs tend to approve in bulk. T0 rectify, we are
integrating a rules engine, allowing us to improve the sophistication of cost checks. We will compare cost with prior moving
averages to detect outliers and situations where a cost increase will lead to below average CP. First delivery will be in Q1,
2 0 11 and will focus on identifying drop-shippers with outlier costs.
ln-Store Price Matching ~ Quarter To Date
D_ Offline Pricing Data. Starting 2010, We captured and GL 4 4 1 6 l e Nhnilnred # LmvPricetI Reconmndalinns “Ann-med % Apprnwd
matched in-store offline CEand DVD prices. In Q4, we 7

|CE
extended to H&G, Sports, Auto, and Tools monitoring 4K |(imcc|y
ASINs and generating 8K pricing recommendations QTD
(approval rate 77%). We also began collecting pricing data
for VG, Watches, Books and Music. Next steps are adding |
|Spmfmg’ 65°u|
Int’l starting with UK DVD & CE, expanding NA, and are (“1,0th 5] 6"| 16] 5.1"“
exploring using mobile apps to assist. |'l'ata| 3934 3156| 6307] 77% |
* I’ncc matching hogan nn lli‘Zfi‘IO
2. increasing Automation and Efficiency
Increasing our automation and efficiency will accelerate progresson improving vendor negotiation results. We identified
foundational elements required. The first is having our vendor financial terms contracts online. The second is functionality to
allow us to handle groups of vendors as a block both for negotiation and efficiency gains. M o r e details in Appendix C.We also
found providing global vendor communication support leads to efficiency gains.
A. Online Contract Approval of Contra-COGS Agreements. In October, we launched this workflow, eliminating the need to
track agreements via email. VMs see pending contracts, select and send them in bulk, track vendor approvals and rejections,
and send follow‐ups. (See Appendix F). This process eliminates vendor email confirmation and the need for Finance to check
these emails correspond to the agreement. Also, it establishes an archive recording the time and date of vendor acceptance
of Contra-COGS terms. This functionality allows VMs to track which contracts vendors approved. We are piloting through (14,
allowing teams to elect whether to go online. The pilot exceeded expectations with more US agreements approved since
launch using this process than Vendor Setup Workflow (32.4“0 of approved in this period). CAis at 14% adoption, EUis under
10% (JP launches Q1). These improvements are big controllership gains. See additional workflow efforts in Appendix G.

Amazon.com Confidential
Best practice sharing is a focus. We developed a Category Leader Module and Deep Dive on Vendor Negotiations for 2010
that we will extend for 2011. We launched our internal newsletter, ”The Negotiator,” to share successes, systems updates,
pitches and other helpful information (Appendix I). We lead best practice sharingin CCO meetings (materials shared with
lnt’l). We discuss our efforts to support annual negotiations below and in Appendices. O u r pushback against MAP similarly
works across categories. The Negotiation Bar Raiser Program (NBR) is our n e w e s t best practice sharing vehicle.
A. Customer Trust ‐ MAPZTV Low Price Guarantee (lLPG: We created new detail page displays which allow us to show
below-MAP prices on Comp Shops (overriding the default that shows the MAP price when priced below MAP). Showing our
price gave us an OPS lift of over 70% via the Comp Shop channel, and in over three months since implementation, we
received no vendor complaints. (See Appendix J.) Improvement is estimated at over $36M in incremental USsales annually.
Over 97% of items assigned to MAP are set to this treatment. We work with impacted teams to reduce MAP Enforced asins.
In t w o months, we freed up $1.5M in obsolete, aging inventory from MAP restrictions and reduced MAP Enforced asins from
247K to 49K asins (down 80%) ‐ US HL, SL, Consumables, SW & VG. We created a new treatment which shows below-MAP
prices on comp shops and eliminates price‐hiding for identified Prime customers. Over 60% of MAP Enforced asins are now
set to this treatment. We drove a 2010 MAP Holiday for Black Friday-Cyber Monday where we suspended most MAP‐related
pricing and display restrictions and systematically exposed below‐MAP pricing via Comp Shops ‐ our disruptive idea from the
last update. We provide VMs an SOP to remove MAP Enforced settings, a list of MAP assignments, and analysis. Each team
Amazoncom Confidential
HIGHLY CONFIDENTIAL AMAZON-HJC-0013337O

managed their data loads. Catalog flags to override MAP treatment for Prime and 1-Click customers are scheduied for
January. We provide VMs regular, mandatory training on antitrust issues and our Vendor Pricing Communication Guide
focused on addressing MAP. In October, we launched TV (LPG) to build customer trust that Amazon offers competitive
prices, despite MAP restrictions limiting display of our retail prices on the detail page. Modeled after Endless’ guarantee, LPG
allows customers to claim a refund on the price difference between what they paid on Amazon.com and any lower Amazon
or online competitor price within 14 days. Since launch, over 1200 customers made a claim, in line with expectations. For
2011, we plan to match offline with the guarantee and may expand to other products that face aggressive MAP policies.
B. Negotiation Bar Raiser Program QNBR): NBR is piloting resourcesto help VMs prepare for negotiations. VMs can email
negotiators@ for advice from experienced retail negotiators or attend office hours with representatives from VN SME,
Finance, Retail Systems, and Retail. We hosted t w o brown bags so far. One on scalable methods to improve AP terms and a
second on preparing for annual negotiations. Over 40 US VMs attended each session. We shared materials with Int’l. DE and
China are using some approaches. An upcoming topic is Countering Vendor Price Increases to arm buyers to respond
appropriately. We started a Vendor Negotiation Toolkit to become the handbook for best in class negotiation. (See
Appendices K and L.) NBR will include tradeshow preparation. We assisted USCEwith negotiation preparation for the last
t w o Consumer Electronics Shows. We plan to build on these efforts and provide similar support prior to important
tradeshows. Better preparation leads to results. For example, US Baby attended the All Baby & Child Show in October. Baby
segmented Brands into groups: ‘selection hold-outs', ‘co-op opportunity brands', and ’tail selection’. For ‘selection hold‑
outs’, Baby had focused meetings with eight key brands and signed five (remaining three were positive conversations). For
'co-op opportunity brands,’ Baby partnered with AdZinia to sign three accounts ($1M incremental funding) in 2011. Baby had
positive intro meetings with Kolcraft, Dorel, Phillips, RCZ, and Britax. For ‘tail selection' brands, Baby held three ”Amazon
101" with 40-60 attendees each and explained how to work with Amazon to a large groups of potential vendors.
C. CCO Best Practice Sharing: We led a USfocused effort (materials shared with Int’l) to better prepare teams for upcoming
annual negotiations. UKtook a similar approach. We encouraged focused preparation that leverages successful efforts
shared by other teams. Ops also participated with Vendor Cost Out Opportunities. See Appendix M. We highlighted t w o
retail examples shared. Annual Terms Best Practice Sharing is in Appendix H. Correct AP terms to exclude transit time: Our
AP process looks at invoice date for when to start the clock on payment terms. With n e t 30 terms, we pay 30 days after the
invoice date. M o s t vendors date invoices when the product leaves their facility. For a vendor that pays for shipping (”They
Pay”), the clock should start when we take possession at our FC. US CEadjusted terms to account for transit days to 188
vendors with ”SSOOM of annual CoGs. Many large vendors (Samsung, Canon) already accounted for it. CEnow has $1.78 of
annual CoGs accurately reflecting transit time. US Books implemented for 60 vendors and expects APto be $1.3M higher.
EU also initiated this approach. Evaluate We Pay Agreements: in 2010, Inbound Transportation expenditure where shipping
is paid by Amazon (“We Pay") is forecasted to be approximately $125M. We are creating a vendor level P&L to track the
inbound costs and freight allowance. With the help of Transportation data, USCEreviewed the We Pay P&L to see if we were
getting enough funding to offset our cost. CEfound 68% of inbound units did not have a specific freight allowance in place,
12% had insufficient funding to cover costs, and 20% had sufficient funding. Where no allowance is in place, CEis reviewing
to identify if we received funding another way or if we need an agreement. Ingram is one We Pay vendor that did n o t have a
freight allowance. They agreed to They Pay resulting in annual savings of ~S1.3M. Other HL categories are evaluating
vendors with low Net PPM and freight costs n o t offset by freight terms and negotiating large opportunities. If negotiated
freight allowance doesn't offset break-even freight terms, they will move to convert to They Pay. For new vendors, we may
move default terms to They Pay unless we account for our costs. In our annual Q4-Post Mortem, we discuss what worked and
what didn't, including where we lived up to our tenets and where we didn’t. We plan to evaluate Q4 vendor interactions and
capture decisions where we may have compromised one tenet in service of another. For example, price matched in
November but ran o u t of stock in early December; gating to get selection and being uncompetitive on a portion of the
selection.
VN SME Priorities for Next 6 Months: Our priorities are to continue to battle MAP (and other vendor demands that
undermine customer trust); develop more workflows to support negotiations; develop the Vendor Negotiations portal;
support variations better in ARA Premium and o u r negotiation tools; establish a credible measurement of ASIN level CP
accuracy;expand support of strategic relationships and develop new ones; grow incremental funding through One Amazon
and expanded vendor services; and continue to facilitate best practice sharing though all vehicles with particular focus on
expanding the NBR Program.

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Outlook E-mail
From:
Sent: 4 3 2012 1:27:33 AM
To: Mike Schroepfer
Cc: Chris Cox; Mark Zuckerberg
Subject:
I agree with what's been said here (especially copying is faster than
innovating). Recently, I ' v e been thinking about why we haven't moved
faster on Roger and Snap, and as a part of the Apps team, I ' m increasingly
concerned as I watch startups siphon our graph and create awesome new
experiences faster than we can.
I have two additional observations on what slows us down. To be clear, I ' m

not saying we should change our ways, but some things to be aware of.
1. When it comes to UI, we don't believe "done is better than perfect." We

should be aware of the price of iteration.
The WhatsApp UI sucks, but they took the hit on UI to focus on reliable
sending and fast growth. Those are arguably the features that win over
users, not U I . We had an ugly initial UI for Roger ("Read" on each
message), but we iterated on it for the last 3 weeks and spent ~6 eng man
weeks on animation alone. -wrote an animation Iibra for Android,
which doesn't exist natively on Android. In that time, iand-could
have hacked out a faster titan-bypass backend lbuilt the MQTI' server
in roughly the same time as it took him to build the animation library).
I ' m glad we iterated on the Roger U I , but it had costs. The solution here
Is to hire more good frontend engineers so we can prototype faster. Even
then, we should be good about recognizing when UI iteration is worth it;
when building the product, it's easy for the team to g e t caught up on
making it great, and the reality is that "this j u s t adds another week"
adds up to significant delays.
2. We t r y to fit everything into our system (design conventions, future

proofing, friend graph, likes, etc...), and it slows us down sometimes.
The vast majority of the time, our site provides a strong platform for
growth. We are building a business for the long-term, and it's important
to build value f o r our whole ecosystem.
However, the downside is that we spend a lot of time making sure our
designs fi t conventions or settings are future proofed. Startups feel free
to make small tweaks whenever, so they can afford to try things faster
without fear of being tied to them. I've noticed this being something that
has slowed us down on Roger and other projects.
Another consequence is that we have to deal with legacy settings or

expectations, and even branding poses a concern (e.g. people don't think
of PB messages as mobile messages) or the concept of friends (e.g. We
immediately thought of messaging friends as the primary use case with
Messenger, but mobile messages requires communicating with anyone).
Startups have the best of both worlds: the siphon our graph to build a new
system with a new set of norms t h a t better suits their use case. Instagram
and Pinterest are great examples of this; they seed with friends, b u t
their fundamental model is different (follow, board, pins, etc...), and it
lets t h e m create a different product experience, one that adapts better to
needs.
On this front, I don't think we should change m u c h . There is so m u c h value

in building a larger ecosystem. However, more and more, I wonder what it
would be like to invest heavily into a different app -- more heavily than
Messenger -- where we actually have a different set of design aesthetics
and different norms. I wonder if that would make a difference in iteration
speed.
On4/2/12 11:26 A M , _ wrote:

>I also think that fast-following requires pretty t i g h t / specific project
>goals so everyone is aligned on why we are fast following and what we are
> t r y i n g t o achieve i n doing i t .
> 0 n 4/2/12 10:21 AM, "Mike Schroepfer" wrote:

>
>>Fast-follow is something I ' m a fan of.
>>
>>We have a mixed history of these things, however. The key challenge is
> > t o make sure the engineers/pms on the project are excited/motivated by
>>what they are doing. We also need to make S u r e it is close enough into
>>our core that it makes sense to do. I ' m thinking specifically of a few
> > p r o j e c t s : a) questions b) friend lists/subscribe c) nile d) stream search
> > e ) location/check-ins. Some of these were direct responses to
>>competitive threats and their execution varied dramatically.
>>
> > I n terms of the broader question on "how to move faster" - I think there
>>are only a couple of big levers to pull:
>>
> > a ) Reduce design/product churn - fast following is a good way to do this
> > - but we can also do this by becoming more iterative in general
> > b ) More product development resources (pm/eng/design)
> > c ) Better core infrastructure ( e . g . the g r a t h L stuff and equivalent
>>should make it quicker to build products)
> > d ) Even less coupling in our apps - e.g. the extreme is teams building
>>platform apps. Zynga, for example, shares some core code but otherwise
>>operates effectively as independent studios
> > e ) Relaxing any "strategic/org taxes“ - e.g. g r o w t h , revenue, si, legal,
>>etc. all subtly take their toll
> > f ) Cancel a big project like Firefly
>>
>>Schrep
>>
>>On Apr 1, at PM,-wrote:
2012, 4 : 11
>>
> > > I personally am pretty in favor of this approach in life generally... I
> > > would love to be far more aggressive and nimble in copying competitors
>>>at
> > > the interface/ last mile level -- and far more willing to launch early
> > > and then cut or double-down on an ongoing basis.
>>>
> > > The only caveat in my mind is being really deliberate about the layers
> > > where we are being nimble & fast vs. the lower-down frameworks that
>>>should
> > > move more slowly and deliberately. The way I think about things,
>>>consider
> > > FB a giant fly-wheel.... You want the external edge to move very quickly
> > > and iteratively -- and small dings when you get things wrong don't cost
> > > much, but the deeper you go in the stack / towards the infrastructure
>>>core
> > > (and really the human capital core even below that), you want things to
> > > move more slowly and predictably.
>>>
> > > Practically speaking, I think this j u s t means that we all have to be
> > > dealing in the same product abstractions, following a consistent
HIGHLY CONFIDENTIAL TREATMENT REQUESTED FB-HJC-ACAL-OOO67550
> >>privacy
> > > model, etc. I absolutely think t h a t we can accomplish this balance.
> >>
> > > Let's 'copy' (aka super-set) pinterest!
> >>
> >>
> >>
> >>
> >>
> >>
> >>
> > > On 3/31/12 7:36 P M , _ wrote:
>>>
> > > > Hey Mark - j u s t some quick thoughts on this:
>>>>
> > > > Copying is *definitely* much faster. When I was 'copying' FB before
> > > > joining back in 2007 I managed to launch a social networking site in
> > > > Spanish with feature set parity to F5 with a small team of 3-5 guys in
> > > > India. If you think of all the NB tests and hundreds of iterations
>>>>and
> > > > optimizations that we run on a flow like NUX/ Friend Browser/ etc...
>>>>in
> > > > order to come up with that version of the flow that performs best, we
>>>>end
> > > > up spending a lot of engineering / design / analytics cycles that the
> > > > guys cloning don't need to spend. There is a lot of IP on the UI that
> > > > unfortunately is n o t defensible, and the guy copying can free ride on.
>>>>
> > > > The guys copying also don't need to spend time launching products t h a t
> > > > they saw didn't work that well. They j u s t copy whatever they see works
>>>>/
> > > > can make money and iterate a bit on it (which is much faster than
>>>>trial &
> > > > error). We spend a l o t of time on products and iterations on products
> > > > that are not that used, or n o t anymore around- e.g. marketplace, Q&A,
> > > > facebook lite, calendar, etc...
>>>>
> > > > If you gave the top down order to go ahead, copy e.g. pinterest or the
> > > > gaming dynamics on foursquare, or feature x on product y as is (with a
> > > > couple of m i n o r tweaks to make it fit better on FB), I am sure very
>>>>small
> > > > team of engineers a PM and a designer would get it done super quickly.
> > > > There would be costs on this approach in terms of how we are perceived
>>>>m
> > > > the industry (copying vs. innovating), our platform strategy ( w e would
> > > > scare developers), etc... but the approach is n o t necessarily a failed
> > > > business technique (Zynga built a multibillion $ company doing
>>>>this...)
>>>>
>>>>
> > > > -----Ori inal Message----‑
> > > > From: arkzuckerberg
> > > > Sent: Friday, March 30 2012 12:55 AM
> > > > To : ChrisC o x ; _ Mike Schroepfer; _
> > > > Subject:
>>>>
> > > > I spent some t i m e with the Renren founders today and Robin Li from
>>>>Baidu
> > > > earlier in the week and wanted to pass along a few things:
> > > )
> > > > In China there is this strong culture of cloning things quickly and
> > > > building lots of different products instead of j u s t focusing on one
>>>>thing
> > > > at a time. This allows them to plant lots of seeds, and although it
> > > > yields lower quality products in the short term as they're cloning and
> > > > the markets are growing quickly, as markets mature there seems to be
>>>>Iess
> > > > of a gap between the clones and the originals.
>>>>
> > > > As an example, t h e Renren site now seems almost as clean and polished
>>>>as
> > > > our own, despite being more of a mess in the past. They also have more
> > > > features than us, including:
>>>>
> > > > They have built their own version of Pinterest. In addition to y o u r
>>>>own
> > > > timeline, y o u can have board pages that people can follow. They are
> > > > tightly integrated i n t o t h e i r NF. This is similar to w h a t we've talked
> > > > about doing in the past, and they have a version of this t h a t seems to
> > > > work well.
>>>>
> > > > They have built t h e i r own version of Tu m b l r. S a m e deal as with t h e i r
> > > > version of Pinterest. Both seem relatively well executed to me and are
> > > > two of their fastest growing properties.
>>>>
> > > > They have built their own standalone messenger app, where one key
>>>>feature
> > > > is using it like a walkie talkie ‐‐ basically like Vo x e r. Apparently
> > > > Tencent QQ has also released a Voxer‐Iike app which is really blowing
>>>>up
> > > > in China. Robin Li confirmed t h a t a lot of people are using i t ,
>>>>although
> > > > he wasn't sure if t h a t was because it's relatively harder to type in
> > > > Chinese or if it's a universal need. Still, interesting t h a t it's
>>>>taking
> > > > o f f here.
>>>>
> > > > Renren has also built their own games and t h e y have 6 of the top 10
> > > > Chinese games in the iOS app store.
>>>>
> > > > They have also built o u t a full music product where they have licensed
> > > > all the music in China themselves.
>>>>
> > > > They have done some innovative things with c o m m e n t i n g , like enabling
> > > > people to easily fork comment threads to turn them into separate
>>>>threads
> > > > if they want. They also have e m o j i integrated into basically every
>>>>text
> > > > input field.
>>>>
> > > > They also j u s t implemented a version of divebar with a nice touch
>>>>where
> > > > whenever you hover over a person's name, you get a little home icon
>>>>which
> > > > takes you to their timeline. We should implement this as well,
>>>>a|though
> > > > we'll probably want to use a different icon than home. (Linking from
> > > > messaging to people's identities has been an issue f o r a while, so we
> > > > should also fix this in the Messenger app, in the title bars of each
>>>>chat
> > > > window, etc.)
>>>>
> > > > Overall, seeing all this and the pace t h a t new mobile apps seem to be
> > > > coming o u t from other companies makes me think we're moving very
> > > > s l o w l y.
> > > > If we were m o v i n g faster, then we m i g h t be able to build o u t more of
>>>>the
> > > > social use cases ourselves and prevent o u r competitors from getting
> > > > footholds.
>>>>
> > > > Maybe it's j u s t a l o t easier f o r these guys to move quickly since
>>>>they're
> > > > j u s t copying other people, but a lot of the stuff t h a t we're doing
>>>>around
> > > > messages, photos, etc doesn't have a huge number of original problems
> > > > either.
>>>>
> > > > I wonder w h a t we could do to move a l o t faster.
>>>>
> >> > Sent from F33
>>>
>>
>
From:
To:
Sent: 2/13/2012 3:44:44 AM
Subject: Chat with
( x fi l P M me: hey what's up

driving to dinner but will be able to type more in like 5 min
0:52 PM can we talk for a minute now?
or 5 minutes from now is ok too
me: yes
go for it
0:53 PM - k . so, not surprisingly, zuck pinged meto say "i'm not sure if this is a good idea yet, but i think
maybe facebook should buy instagram, what do you think?" i obviously want to discuss with you
before i reply to him
me: got it
you know him better than I do
654 PM a) will he go into destroy mode if I say no
b) will he understand if we choose to raise instead
0:55 PM c) will he understand that I don't want to shutter the product and that doesn't align with what FB does
with companies
- a ) probably (and probably also if we just don't engage at all)
b) no, he'll go harder into destroy mode then
6:56 PM c) what i think he would most likely want to see is for instagram to turn into a stand-alone mobile
facebook photos app, like beluga turned into facebook messenger
0:57 PM (re c he hasn't indicated anything to me at all there, i'm just speculating)
me: I thought they were already working on something internally for a long time
(1:58 PM well what's our goal here then
i could see that merging into instagram
me: fair enough
(rig PM are we sure we can't downplay our hand
say we're focused on pretty photos and an open name space and we're not sure how that fits in?
I'm rifting here
ur goal depends on what you want to do. if you're actually interested in considering selling at the
right price, then i would (slowly) talk with him and try to talk with twitter in parallel. (do not slow
down the series b discussions in any event.) if you are of the mind "i don't want to sell at any price"
then we need to figure out how to shut this down with minimal damage, i think that means playing it
out REALLY slowly with him.
7:00 PM yeah, downplaying our position could be a way to play it out really slowly in the latter scenario
7:02 PM me: well trying to focus on the questions anhesitations he's already having (pretty photos, namespace,
open)
I'm not interested really - even at the right price I don't think so
7:03 PM k then we should figure out how to shut it down
me: I think so,
7:04 PM -any ideas? downplaying our position is a good thought but he's way too smart for "oh never mind
little old us, we're just pretty pictures"
me: it's a little bit crazy but I don't think they go away asan option in the future
sure I'd want to be smarter than that too
7:05 PM -here's i "i it
one idea: could tell him don't think makes ton a of i if
sense and think you start down
that path you risk a bidding war with twitter and google for this, whereas if you leave it alone it'll
probably just go its own way"
me: well my q is why would he ask you knowingit would get to me
ie facebook is better with an independent instagram than witha n instagram that's part of twitter or
google
it's a way of approaching you indirectly. smart.
me: e
7:06 PM flf course if i make the "leave instagram alone for facebook's sake" argument, he will conclude
t at it's best to crush instagram. i guess there‘s not that much that can be done about that though.
me: hah
7:07 PM unless we figure out how to show that insta is pushing lots of content in and that a good thing
but he already knows what small % goes in given press articles
and we are going to have overlap in features
7:09 PM or you could respond and get more info
like try to understand why he's thinking abt it
7: I0 PM "that depends on why you might think its a good idea and bad idea, I can help give pros and cons"
then we can craft the approach rather than guessing
7: l 1PM eah that could make sense. but i doubt he'll tell me his full rationale. he already told me that he
thinks it's bad for anybody else to control posting of photos onto fb at large scale (keep that between
us please), but i think there's more to it
i suspect that what he's really worried about is twitter.
7: I2 PM if twitter and instragram became one company it would make life more difficult for facebook.
me: everything is btw you and I
nd instagram is a more natural fit for twitter asa product.
YUP
me: I'd agree on that hunch
7:13PM given jack and I having coffee tues
and rinks tomorrow
hyare you meeting with -directly if you're not serious about doing something with twitter?
7:15 PM me: well - he needs to know we're not interested
and they haven't said anything
how's this as a reply to mark: "why do you think it's a good idea? i've never heard kevin express
interest in selling, and the product seems pretty different to me. i actually think instagram can do well
asa stand-alone brand advertising business fwiw."
7:16 PM (he told me he thinks instagram can't be a good independent business because of how much it's about
photos, but i think that's partially posturing.)
the only reason to include my last sentence is to remove his fear that there will be a twitter deal
me: to be clear theyve said nothing - and I want to maintain a good relationship soI think avoiding him
isn't a good idea when I can just say it
7:17 PM no
that is unless you think there's a better way to tum them down
and also I thought we wanted some leverage of interest for fundraising
7: l 8 PM eah i think that's fine
7:20 PM me: I think instead of product seems diff - you may pt out how the existing structure (following and
namespace) doesn't mesh well
or would make it hard to be successful inside
successful acq
7:2] PM sure
me: but again he's prob thinking more that he doesn't want twitter to have it
less that it will be successful inside
7.22 PM y only concern with that approach is it signals "this is a better fit for twitter". maybe better to
leave it more vaguewhy do you think it's a good idea? i've never heard kevin express interest in
selling, and the product seems pretty different to me. i actually think instagram can do well asa
stand-alone brand advertising business fwiw
oops never mind everything after "vague" above, i hit paste by accident
me: got it
ya I hear that
7:23 PM I mean honestly he seems like a guy with a clear sense of what he wants
CONFIDENTIAL FTC-IGOO14306
HIGHLY CONFIDENTIAL TREATMENT REQUESTED FB-HJC-ACAL‐OO101439
mm yeah
me: and I think getting more info is all we can do
I don't know that we'll be able to sway
7:24 PM in fact what worries me abt the response is that we signal that we're trying too hard to avoid it
ny thoughts on how to not do that?
7:25 PM me: I don't know if we need the stand alone biz thing I think
ok. sojust this: "why do you think it's a good idea? i've never heard kevin express interest in
selling, and the product seems pretty different to me."
7:20 PM me: "I’ve never heard Kevin express interest in selling. the product seems pretty different than what
you're going after. why do you think it's a good idea?
7:27 PM q at the end?
I dont care abt the middle sentence
meaning I was wordsmithing
7:28 PM sure that's fine
me: ok why don't we see where that goes
7:29PM I do think we have to be careful with twitter conversations so he doesn't get conflicting repts
eP
7:30 PM me: don't want to make any enemies
or sure
ut mark doesn't react emotionally, he reacts based on competition
just sent him that language, we'll see what he says
713 I PM me: ok good
that's why i think signaling no competition is good
eah, but he's too smart to take our word for it ; )
“32 PM i do think the biggest hot button for him is the possibility of a sale to twitter
me: bottom line I don't think we'll ever escape the wrath of mark
haha
me: it just depends how long we avoid it
that's why we need to raise 70 build an army and keep our heads down
ne thing to consider is doing some PR around how much we love facebook platform and how
awesome it is to be a complimentary player to facebook
:3 3 PM me: it will come
when? I don't know
that's a good idea
eah i think that's a key project to point our pr person at
we need to make it as hard as possible for fb to mess with our ability to get distribution on the
platform
areached tome - out again broke his own rule
13 4 P M aha
me: ah I agree
was hechill
me: yes
see he's learning : )
me: ood
7:35 PM ii think we should let him in, even if it's a small piece? he’s such a good dude
haha
me: ah we have to plan for the inevitability of PB hating us
iand i actually think we can put him to work recruiting engineers for us
yeah we do
me: I mean twitter is sodifferent
and yet
i think he spends most of his time partying these days, sohe has time to recruit for us
me: :D
1l i k e . lot
-and he actually has a good network out of google which i think is probably complimentary to
yours
me: had ood time with-and ‑
is a good dude
benchmark is about to gear up its engineering recruiting effort btw, but that won't spin up for at
least a cou le of months
73 7 I’M cool reiand - think‑
is keen to do this and i think he can be helpful too. i honestly
will be] less with recruiting but he’s a great guy
yeah is a great guy, we should include him too. i think our existing plan to have him "fill in"
the round makes sense
me: a. path stuff with Kleiner?
basicall i think we have room for one of dst,- or - and then we can have‑
and/or‘and .fill in the rest once the lead sets the price
7:38 PM me: yep
well I'm planning on sending sig pages on the grants tonight
and we start talking this week
7:40 PM mark just replied and asked if anybody else has tried to buy instagram. i think the best reply is "i
really shouldn't step over boundaries and talk about that, but the answer is not yet."
is that cool?
oh and then he also asked "should i just talk to kevin directly"? i think he's going to do that anyway, so
i should tell him "yes"
me: isn't the first part contradictory with the second?
es it is
7:4 I PM me: ah tell him to talk to me and that I haven't mentioned anyone
ut it signals that this won't be a precedent for my telling him that stuff in the future
ok will do
me: ok
then we should talk about how to respond
7:43 PM ow to respond to what?
me: he will reach out to me
7.44 PM I've avoided chatting once and failed
eah. let's see what he says.
me:
745 PM ok chat me later - just sat down to dinner cool?
or we can talk tomorrow
whatevers easiest
7:40 PM ure. i'm landing in about an hour so will lose my wifi in about 30 minutes : )
have a good dinner ttyl
me: thanks - ttys
HIGHLY CONFIDENTIAL TREATMENT REQUESTED FB-HJC-ACAL-OO101441
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give us mom Ane- close In molvc IN! lune definitively. Ullimllnly. of cause. we W l l l Mute ionwm I n d w h i l e
developing: In be owned by MmNQnidsi enviayea. Sec Lou] Due Diligent: l u m m r y for ddilioml Mnmnimi
..‘ .. ‘[T]hey eexpect

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e.
bulidiu "moon i nm n d i w b d v y out-aria (‘mnoole' net memo
wwwmmwflummmofmmmmmhlnm ,
‘l’o: Wllke, lefi‘; Krawlec, Peter; Blackbum, Jeff
Subject: FW 30% cash back (no fees, no subs)
Fyl, looks like Diapersvcnm put up a response to our Amazon M o m offer
Dece e a g G
“Decelerating Growthh in C Core e D a e
Diapers 5.
To: Landry, Stephenie; Wales, Chance; Nenke, David; Frendl, Eric
subject: 30% cash back (no lees, no subs)
Ca eg . As
Category. A noted,
ed, Q id i had
Quidsi had aa cha e gi g
challenging
Q3-10 . . .
(screen shot below)
33
Q3 - 1 0 . . . 30% cash back on all diapers through end ol‘ycar with every order of $75 or m o r e We “heart"
parents, No fees, no subscriptions, free nvcmighr shipping.
O n r n n d e l h e w h l l y s n d fi v e m M u m m l w m m w fi m w m fi r m m m fl n v m , A
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“For ec i g
recurring Subject: Re: Guidelines when talking to content partners
bci i , e
From: ”Eddy Cue" Confidential >
subscriptions, we Rereived(Date): Thu. 17 M a r 2011 18:52:32 +0000
amm‑
‐» ~ ‐ > _ ”Josh Lippman"
"
Cc: " J e ff Robbin"
h d aask ffor 40% off

should Thu. 17 M a r 2011 18:52:32 +0000
he fi
the ea only but
first year b Sent from my iPad
wee need
eed work a fefew
On M a r 17. 2011. at 1:09 PMs Jai Chulani _ wrote:
VJe'Ve got a couple of things to consider (and I want to clarify a few things).
dea ee what
ha iis
In‐app/onfdevice transaction (a new user uses his ( T u n e s account a n d activates on Apple
deals to see TV)
‐ For one-time transactions like M L B . N B A . we ask for a 30°47 bounty of that fixed fee
igh .
right.” - If it's an on-going subscription (like let's say Hutu). we ask for a 30°”
going basis. Since it's g o i n g through the iTuues store. we should be g
hi we e may
a be
be leaving
ea i g money e
- VJe are going to need to build in support for customers to enable and
the service through Apple T V.
Referrals (st n e w u s e r goes to www,xxx.ro|n/:|ppletv to sign u p )

“ ( I think
on the he table
ab e if
if we e just aasked
ed ffor
- For o n e - t i m e transactions like M L B . NBA. we ask tor a 30% bounty
‐ But for an on-going subscription service like Hulu. what would we u

mechanism?
‐ If we say that the average time a user stays asa subscriber is 2 years.
is Hulu's revenue So We would Want about 30% of that which is $ 5 8 .
‐ They'll probably push back saying that they don't know how what th
ab
about 30% off thehe fi ea off sub).”
first year b).
guarantee a customer will stick that long. e t c ,
‐ So should wejust ask for a 30% bounty of the 1 year subscription fee? A er ie ust year t 1
~et to kee it all. Is 1 V e a r reasonable or do we want m o r e . So in hulu's case. we ask for ‘
015059 20
om an
Subji-rl: R a , MDM"
Rccciwd(D;|tt~): Tue. 04 Jun 2019 17:02:31 *0000
" m u Harmer" m»
‘6 Q Q 0
lled
he e beginning e com lied
Dale: Tilt. 041ml 201917'02:31+0000
HI Bill. SOJusl followulg up. 111m read me new 5.5 gliidehues thrill: ilre M D M u s e w o w - 11
c a n t believe how much money um casted us in the 6 months and Apple "Changed the": mind"
F I'O
l l I t l l e ‘ 7 e b 6 ll 1 l 1 ll 1 we CO [ I l
on the usage"
o he e ne anda d ha A le e ,
As ii company tlmr gor booted from your store. rheri spenr a hill: over 30k in l'e-dfl'elowllg the
i
can use MDM a g a i n . urea.- wow talk n o t i fi e s o u t s trying
a difl'treuce m sereen time health foi klds. Especiahy knowulg we never went to the media or
w e
app “ fi l l your ream helping u s i m r e the code t o make l l c o m ham. t o A l e I | ( “ \ ' j l l s l s a y u i g you
make
9
brought this to any legal and gov attention I feel like we i r e - e Just Spll o u t for playing by the
befo e these
he e rules
le were
e e eeven
en set.”
e.
rules
i am so disappointed in this rfl'elsal ofdecismll with really nothing much chailgmg from the
before
developer side as far as the technology goes, From the guidelines we j u s l have is us: the reason
f u s i n g M D M and assunn \\ are not storm or sellili the dam \\ air
we never collected any data other than a Child: name and how i m n y steps they took which
erased o ff o u r server e v e i y night at iiudmghl)
Please help
- We compliod with all this p r i o r to b o i n g hannod f r o m tho store and robulldlnq

our app with y o u r NEVPN compliancy
- 5.5 M o b i l . Device Mnnagomant
Mobile Device Management Apps that otter Mobile Device Management ( M D M )

services must request this capability from Apple. Such apps may only be oflered by
commercial enterprises (such as busrriess organizations. educational institutions.
or government agencies). and in limited cases. companies using MDM tor parental
control s e r v i c e s . You must make a clear declaration at what user data WI|| be
collected and how it will be used on an app screen p r i o r to any user action to
purchase or otherwise use the service. MDM apps must not violate local laws.
Apps uttering MDM s e w i c e s may not sell, use, or disclose to third parties any data
tor any purpose, and must commit to this in their privacy policy. Apps that do not
0122 3
012273 21
Po er
Power
mm minim ll zou Project Cobalt

TIME: ‘ 1‘ p m . Pacific Time
Mr Zuckerberg provided the Board with an update regarding the current status of
PLACE: Via leleconference _ . _ _ , _ __ _
discussions regarding Protect Cobalt. the potential acquisition ol 3 company ("Target").
DIRECTORS PRESENT: Erskine Bonles
Susan Desmond-Hellman“ including potential valuation tinting and process
Donald I Graham
Reed ” m m s ,
Sheryl Sandi,“ Mr Zuckcrbcrg then left the meeting.
‘I: ]dd
M i n Zuchetberg
DIRECTORS ABSENT: Mm A n d m w n
Pam Thiel
Ms Sandberg reviewed the potential transaction structure with the Board, including the
potential tan implications for the Company and Target. and reviewed the potential nti\ ol' stock
‘
A
dding an addiltlona
.
ional,
lng an a
dd . . 1
9
o la , com lemen a
versus cash consideration to be paid in the transaction Questions were asked and discussion
popular,
OTHERS PRESENT:
Colin Stretch ensued
complementary
- h e n provided an update regarding the business of'l'arget. including a
discussion of monthly active users, user engagement and users by region _ a l s o mobile aapplica
m0
b ' 1
ion . . . W011
lcatlon
1 e o ld
1° '
o o 0
1d
Questions were asked and
make iit mo e diffic l fo

discussed potential valuation metrics, such as price per user . .
discussion ensued
more d1fficult for
igh concen a ion of he ooperating
e a ing system
em provrders
o ide too
CC o o Mr Hastings then joined the meeting o ‑
[H]1gh concentration of the Mr
a , ,_‘
Stretch then discussed the strategic rationale for the proposed transaction. tncludtng
mobile ooperating
.
e a ing system
em market.
ma ke .
.
mm o oo
larget's strong user base and high growth rate in phone»contacts-based. small group
eexclude
cl de the he Company 5 3
. . poses
o e aa significant
ignifican strategic
a egic om
no to
complements the Company's traditional Friends‐based sharing model Ms Sandberg indicated
oooooooo ooooooooo wooio ooo oooooo oooiooooo boo-o
improving the Company's strategic position in relation to mobile operating systems
ooo Comoooy ov
Ms
mobile aapplications
lica ion ffrom
om
h ea
threat o the
to he Company’s Sandberg emphasized that the l
m o o
‐
-‐ wtth
mobile la fo m .
moblle platforms.”
'
b ine .
'
buSII] 68 S .
37 _
_
a n d also observed that ‑
to Foooooot-o oroo-ooooo ‑
‐ Finally, Mr Stretch noted that if the transaction were to be
22
00045376 - 00045377
"Whe child e ' heal h i a ake, A le h ld
d he igh hi g."
Subject: Fwd: A Mom's Plea Re: Apple Crackdown on Parental Control Apps
From: "Tim Cook" 4 Confidennal >
Receivedwate): Wed. 05 Juli 2019 19:01:44 +0000

To : "Phil Schillei ” < Confidential F
Date: Wed. 05 Jun 2019 19:01:44 +0000
F r o m ‑
Subject: A Mom's Plea Re: A p p l e C r a c k d o w n o n Parental C o n t r o l A p p s
Date: June 5, 2019 at 11:38:40 AM PDT
:
Dear M r. Cook.
“I am
am dee
deeply
l di a in ed that
disappointed ha you ha havee
decided em e thl
remo hi a andand oth
heers like
11k
As the mom of two teenage daughters. 1am deeply disturbed by the practices of technology ‘ ‘ ‘
companies firmly aimed at keeping people. mcludmg kids. hooked on apps and deVices. As I'm de C1 d ed to V6 S a 6
sure you're aware. multiple credible research studies have shown the detrimental effects of t o o pp
much screen time on children and teenagers
Several months ago. I attended a private panel in Los Angeles hosted by Common Sense Media.
featuring Tristan Harris from the Center for Humane Technology and tech joiu'nalist Kara
SWisher. which detailed some of these disturhmg practices. It was encouraging to see high-level
executives from YouTulJe. among other media and technology companies in attendance and
i , heereeb ed cing
.
1
,
Cln ccon
n me acce
re 11
.
Su I I | er SS 0
m ch-needed services
much‐needed e ice to kee keep child en safe
children afe
pamcipating in conversations around how to ensure responsible consumer‐first practices in these
Ir therefore was shocked to read the recent NY Times
and pro ec hei e l r men

| e n al heal h and ell-
piece. littps:"wwu imimes com'ZOl9/04/2’ technoloev apple-screen-time‑ O
toflne
u‘ackers.htinl'Iseaichkesultl’osition:1. detailing Apple's recent removal of ai‘ent conn‘ols apps
from its App Store. I learned about. and subsequently subscribed of the removed
apps. based on an earlier NY Titties article which provided suggestions on e ective tools for
an ec I I 3 ea an We ‑
parents to monitor and control their children's screen time.
Fins
eatm'es
been an excellent tool and one that offers a great deal of customization and other
that e n c o m ' a g e m ' daughters t o learn t o moderate their screen time being.
b e ‘] 99
I I
0
As I listened to this inoining‘s NPR story. htt is www 1)11201’ 2010/06 05 "29892505 feds-look‑
01224
012247
P shing Users to ScreenTime
Subject: Re: From n 3 : 0 n g Patent -Ref ' Purging nmls‘ l l l NYT

From: "Plnhp Schiller"
Rorrit'od(l)ntc): Mon. 29 Apr 2019 19 26 70001)
To :
Bet": Pltihp Sc [le _‘
Date: Mon. 2 9 Apr 2019 [ 9 - 0 . 2 6 +0000
Thank you for considering using Apple's products and for your email.
I would like to assure you that the App Store team has acted extremely responsibly in
this matter. helping to protect our children from technologies that could be used to
violate their privacy and security. After you learn of some of the facts I hope that you
agree,
"We c i e ill ide

lde fea
feat e , like
Unfortunately the New York Times article you reference did not share our complete ' ' o o o 0
statement. nor explain the risks to children had Apple not acted on their behalf. Apple
has long supported providing apps on the App Store, that work like our ScreenTime
feature, to help parents manage their children's access to technology and we will
‘ N ;
6 W111 CO I l t I I l I I e to rO V I I re S
9
1
1 I I
e
continue to encourage development of these apps. There are many great apps for
Sc ee Ti e, de ig ed to hel a e manage
a age
parents on the App Store, like “Moment - Balance Screen Time" by Moment Health and
However. over the last year we became aware that some parental management apps
were using a technology called Mobile Device Management or “MDM“ and installing an
ScreenTime, designed help parents
hei lldre acce
acces ech 010g
tec l g ...
MDM Profile as a method to limit and control use of these devices. MDM is a technology 0 0 ’
99
that gives one party access to and control over many devices, it was meant to be used
by a company on it’s own mobile devices as a management tool. where that company
has a right to all ofthe data and use of the devices. The MDM technology is not
t elr h
C
h
I I S S to
h
I l
3
. . .
intended to enable a developer to have access to and control over consumers” data and
devices, but the apps we removed from the store did just that. No one, except you,
should have unrestricted access to manage your child’s device, know their location,
track their app use, control their mail accounts. web surfing, camera use, network
access, and even remotely erase their devices. Further. security research has shown
that there is risk that MDM profiles could be used as a technology for hacker attacks by
assisting them in installing apps for malicious purposes on users' devices.
When the App Store team investigated the use of MDM technology by some developers
of apps for managing kids devices and Ieamed the risk they create to user privacy and
security, we asked these developers to stop using MDM technology in their apps.
Protecting user privacy and security is paramount in the Apple ecosystem and we have
important App Store guidelines to not allow apps that could pose a threat to consumers
rivac and s e c u r i
and we Will work With
24
013221
Apple Le erages Control of App Store
A p p l e decided t o p r e s s u r e Random H o u s e t o join the
hen Ra d H e submitted
b ed somee
66
Random House
iBookstore. A s C u e w r o t e t o A p p l e CEO T i m Cook, “when we g e t
Random House, it w i l l be o v e r f o r everyone.” Apple h a d i t s W
_ e-b
e-book aapps to Apple ’s App
A SStoree . . . ,
opportunity in t h e F a l l of 2010, ‑
By C
Cuee aattributed
b ed Random
Ra d House’s
t h a t A p p l e was o n l y i n t e r e s t e d i n d o i n g “ a n o v e r a l l d e a l ” w i t h
eeeeeee,
Random H o u s e e x e c u t e d an agency agreement w i t h A p p l e in mid‑
ma“ ca a
capitulation a to “the fac
in part a I
fact that
e e ed aan aapp ffrom Ra
prevented d
Random H
Housee
fiom going live the app Store this
f g g e e a e
Q-igzn53bllgf12ir Defendants R e q u i r e Google to Adopt an in
The decision by t h e Publisher Defendants a n d l a t e r by
W ee
ee .
Random H o u s e t o a d o p t t h e a g e n c y m o d e l o f d i s t r i b u t i o n a n d r a i s e k ’,
e ‐ b o o k p r i c e s e f f e c t e d a change a c r o s s t h e e n t i r e i n d u s t r y. .
Once t h e Publisher Defendants agreed w i t h Apple to move to an
agency relationship f o r t h e sale of their e‐books, t h e y n o t o n l y
demanded t h a t A m a z o n c h a n g e t h e i r r e l a t i o n s h i p t o a n a g e n c y
model, t h e y n e g o t i a t e d agency agreements w i t h t h e i r o t h e r e‐bock
distributors to eliminate a l l r e t a i l p r i c e competition.
One of t h e companies t h a t was p l a n n i n g to become a n e ‐ b o o k
d i s t r i b u t o r w a s (SC-Ogle, a n d t h e P u b l i s h e r D e f e n d a n t s d e m a n d e d
U.S. v.. Apple,

A , IInc.,
c., 952
2 F.. Supp.. 2
2d 638 ((S.D.N.Y
. . . . 201 ), aff’d,, 791
2013), 1 F.3d
. 25
2 0 (2
290 (2d Cir.. 201 ).
2015).
from: Mike Schroepfer
to: Mark Zuckerberg Mike S c h r o e p f e r _
O time: Fri Mar 09 10: : 6 S ’ 0 (1 31318656229)
0 subject: null
. body
not losing strategic position in photos is worth a lot of money
from: Mark Zuckerberg
to: Mike Schroepfer Mark Z uckerberg_
time: Fri Mar 09 10:45:29 PST 2012 (1331318729568)
subject:
body
I generally think we should do this. I think we should be willing to pay even m o r -‑

unless we learn something about their business that is weaker than we'd thought.
HIGHLY CONFIDENTIAL TREATMENT REQUESTED FB-HJC‐ACAL-00063181
from: Mike Schroepfer ,
time: Fri Mar 09 10:45:59 PST 2012 (1331318759980)
subject: null
body
ok - what's next steps?
from: Mike Schroepferr
to: Mark Zuckcrberg Mike S c h r o e p f e r ‑
time: Fri Mar 09 10:50:08 PST 2012 (1331319008296)
subject: null
body
and we should think seriously about what we'd do with it and snap
time: Fri Mar 09 10:50:29 PST 2012 (1331319029760)
subject: null
body
the biggest risk imho is that we either quickly or slowly kill instagram but not investing
in i - and open up a window
time: Fri Mar 09 10:50:32 PST 2012 (1331319032590)
subject: null
body
for a n e w entrant.
frat-m: Mike Schroepfer
time: Fri Mar 09 10:50:35 PST 2012 (1331319035077)
subject: null
body
Specially:
frat-m: Mike Schroepfer
to: Mark Zuckerber Mike S c h r o e p f e r _
time: Fri Mar 0910:51:12 PST 2012 (1331319072364)
subject: null
body
we need to figure out:
fire-m: Mike Schroepfer _
to: Mark Z u c k e r b e r g _ Mike S c h r o e p f e _
time: Fri Mar 0910:51:15 PST 2012 (1331319075467)
subject: null
body
1) Do we keep the brand?
to: Mike Schroepfer Mark Zuckerberg_
time: Fri Mar 0910:51:47 PST 2012 (1331319107242)
subject:
body
Yes
- frat-m: Mike Schroepfer
. to: Mark Zuckcrberg Mike S c h r o e p f e r _
- time: Fri Mar 09 10:52:05 PST 2012 (1331319125307)
0 subject: null
. body
2) Do we keep the ability to publish to multiple networks (twitter, et. all)
from: Mark Zuckerber
to: Mike Schroepferi Mark Z uckerberg_
time: Fri Mar 09 10:52:20 PST 2012 (1331319140896)
subject:
body
I think the real question is whether we still launch Snap.
from: Mark Zuckerb
to: Mike Schroepfer( , Mark Z uckerberg(_.
time: Fri Mar 0910:52:29 PST 2012 (1331319149517)
subject:
body
I think yes on (2) as well.
to: Mike Schroepfer( , Mark Z uckerberg(_.
time: Fri Mar 09 10:52:37 PST 2012 (1331319157702)
subject:
body
I'djust keep it running. Insurance.
to: Mark Zuckerberg( , Mike S c h r o e p f e r ( _ ,
time: Fri Mar 09 10:53:29 PST 2012 (1331319209356)
subject: null
body
we'd need to release their android version
frat-m: MikeSchroepferr
to: Mark Zuckerberg( 7 , Mike S c h r o e p f e r ( _ ,
time: Fri Mar 091015337 PST 2012 (1331319217196)
subject: null
body
and invest a few more engineers in it
to: Mike Schroepfer 7 , Mark Z uckerberg_.
time: Fri Mar 09 10:54:57 PST 2012 (1331319297143)
subject:
body
Yeah, we'd do that.
CONFIDENTIAL FBOOI 5855

to: Mike Schroepfer , Mark Z uckerberg(_).
time: Fri Mar 0910:55:14 PST 2012 (1331319314967)
subject:
body
By insurance I don't mean starve it. Just let it r u n relatively independently.
[S] [M]
I All Social M e d i a l Facebook lTumbIr I Tw i t t e r I Myspace
4OB
3GB “Facebook iis n now

203
95% off all social
cial
media in the
he US.
US.”
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
2010 2010 2010 2010 2 0 11 2 0 11 2 0 11 2 0 11
0005 113
ab
Mr. Mark Zuckerberg
March 13, 2014
From: Dui id WDhnc _
Sent: February 25. 2014 3.47 PM Attachment 4(C)~9
To:
Snbjfl'
aareeg g e d 5-10% f laa r e

I think we keep utility bin broaden it boyimd graph stzard: to include messaging/ communications. I t a n we need to ash eng
0
to give ussome points o n graph smith and what they arc- i r r i n g t o d o and whether there i s a n y v e a s o ' l ( o emphasitn this t o C C 0
investors. My bias is to fade it to background, 6 go II l g 0 Sp el l _ 0 0 Ol Ir I l 6
From: Davrd Ebersmdn
m i ‐ ca
cap eeverye ccouplee years
ea to shore
h e up our
Sank: “ m a y , FdJma 25 1014
Graph Search are weak but i am having trouble responding tonstriictive m it heraiiw it
[ d o n o t disagree that mv r o m m e n t s on
Sltlon . . .
0 o
ix core to our eornrrients aboul utility and our stralegy in generzl. what should we do?
77
- should we discard Utility from the conversation? If we dc, don‘t we lose the 3,5, and to veer lraming since Utiiity is the pO . o .
toeus oi the 5-yeprere? ltwe lose this, what is our framework l p r discussing our strategy?
. should we keep Utility but use a dirlerent example than GS? Not sure what the example would be,
. Should we keep Utility and use as an the example, but find a way to sell it better?
lfully agree that my as language is weak, but deleting it creates a new set of questions
ammMMMIIIIII
But i Tuesday, Februurv 15, 2014 at 11:54 AM
Subject: l e w t pug ts
lwas able to Just observe today, Itwas very helpful.
Acoupie thought;
1) riagrneniation. We are letting the meme oi fragmentation ulaudieilce establish itself. i think we should consider
changing that, WhataAnn being popular isn't about \he opportunity for Faeebvok being constrained. The reality is that
m messeg'iig hax been a huge market for years and smanphones have opened up that market for disruption, mating it
ADDRESSABLE for Facebook and WhetsAop etc. So the pie is getting bigger not being chopped up.1his seems like a
simple message point tor us to work on.
We need a simpler "piatiorm" story. l a m not sure ilsimpiv say we are a "platform hr sharing' and that it is relevant
for people, businesses, developers and public figures men we can launch I n m that The «act that we are engaging all of
'“““fifififilfixf03afifififififlfiillllllllllllllll ' '

h a s ,
probably tie this point to it . Namely that smartphenes are ueatingnpw, incremental opportunnies tor Fecebook (and
“I ha e the
hate he word
d ''1and
a d ggrab'
ab' bbut I thmk
h ha IS
that
the be cconvincing
he best c g aargument
g e aand
d e should
h d
app developers) and we a l e being a g g r e s s i v e about seizing that opportunity as it is transrorming the communications
irii‘fffllmmathmpmimpmanimationup,ammonia"impairs. we
televrsiofl. That came url and cur answer is weak.
Auto may. I think we need some real data to speak to the consumer reaction to auto play I feel like this in big focus for
own ha . . .
investors but not clear where we thinkthis is g o i n g We need to tellthe market where this is headinl.
Graph search. I think we need to take the graph search |a|klrlg points to another level. We have been s a y i n g the same 97
thing lor awhile. lt'sjust : weak story and | don't think people are buying the "we are investing in I t " zlgument. Need a . . .
m m e t h l n g more here
14
0004 42
00045426
“[W]e can likely
startups.”
From: Mark Zuckerberg
Sent: 4 9 2012 10:09:37 AM
To:
Subject: RE: CONFIDENTIAL ANNOUNCEMENT
' 9 eoogie is t h a t ‑
Sent: Monday, April 09, 2012 10:04 AM

To: Mark Zuckerberu
Subject: Re: CONFIDENTIAL ANNOUNCEMENT
Well playedi
S e n t f r o m my iPhnne
On Apr 9, 2012, at 9:58 AM, "Mark ZuCkErberg" > wrote:
Confidential ' DO NOT SHARE

“ 6 can
can likel
likely al a j b an
Hey everyone.
ccompetitive
m e i i e startups,
a , but
b it’ll be aa While
hile before
bef e
e can b G gle.
I ‘ m excited to share t h e news that last n i g h t we reached an agreement to acquire l n s t a g r a m
Below is a post about t h e deal that I ' m about to p u t on my timeline. Instagram has built a successful n e t w o r k a n d
mainstream brand by faeusing on building the best mobile photos experience. After Spending a let uf l i m e with the i n s : a g i a m
team ever t h e last few months working on Open Graph and over the l a s t couple of weeks dlscusslng mis, it‘s clear we share
we can buy Google.”
the same values and vision for the future of mobile photos.
We are committed to keeulna the Instauram bland and crowing their an» independently. We wi|| also continue on our FB
Camera w o r k , Over t i m e we can build these t w o p m d u t t s tu move closer together as it makes sense.
is always, feel free to ask me any questions you have about this at this week’s open on
Tlmeline post below‘
I‘m excited t o share the news that we've agreed t o acquire l n s t a g r a m and
that their talented team will be joining Facebooki
For years, we've focused on building t h e best experlence f o r sharlng

p l m l n s w i t h y u u l f r i e n d s a n d f a m i l y. Now, w e ' l l b e a b l e t o w a n t e v e l l l l l c h
closely with the l n s t a g r a m t e a m to also o fi e r t h e best experiences f u r
sharing beautiful mobile photos with people based on your interests.
We believe these are different experiences that complement each other.

But in order to do this well, we need to be mindful about keeping and
building on Instagram's strengths a n d f e a t u r e s r a t h e r t h a n j u s t t r y i n g to
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Outlook E-mail
From:
Sent:
To:
Cc:
Subject:
Attachments
_
4/3/2012 1:40:09 PM
Mark Zuckerber ' ' David Ebersman' Chris COX'
Platform Insights Weekly Report (week ending 3/30)

BZA6C68D-F3BE-4C26‐8D11-54E6C9002471.jpg; F09A5FCC-E428‐4F72-BA5E-Bl3373818DBZ.jpg;
501EOC49-3519-4A62-8FOB-4C2DF53EA1F6.jpg; 95361CEF-559F-4BBZ-9301-E42CBBQFDF32.jpg; D4958897-3861-4119-9233‑
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7300-41B4-9B4E-80FE3B6DS732.jpg; 99F366D0-FE2E-49CB-9E93-703908595FDZ.jpg; 23195D3D-F10A-4A8A-A88D‑
DCA67BO9A970.jpg; 08A42501-1CD8-447E-AESB-5EA50F190A96.jpg; 498E2687-600F-4BBC-9700-0C895258CC46.jpg
Platform Insights Summag (week ending 3[30[
1 Web Canvas User-A Pairs UAP increased 0.5%W W. Non-Gamea s w e r e u 1.8% 2 n a ames wereu 0.9% and non-Z n a
games were down 0.1%
0 Daily Canvas UAP were up 0.5% W/W to 178.6MM. Canvas DAU was 90.5MM (up 1.1% W/W) and avg. Apps per user was 1.97 (down
0.5% W/W)
o Largest gainers for the week were Zynga Slingo (+1,071k), MyCaIendar - Birthdays (+285k), and Texas HoldEm Poker (+278k)
0 Largest (non-spam) decliners were Hidden Chronicles (-461k), ¢§U,,U...¢2¢i¢‘¢© ¢§U,,¢3¢1U§¢' (Arabic -> Happy Farm) (-157k),
and CastIeViIIe (-109k)
0 Zynga Web MUU was up 1.2% W/W at 130.8M (20.7% below EOY Target). Zynga Mobile MUU is currently N/A due to the OMGPOP
acquisition but will be updated this week. Reminder: if we miss the Web and/or Mobile EOY Targets, Zynga has the right to terminate
our contract.
0 Games commentary: Zynga was the top performing segment of Games, despite having 6/10 of the top decliners. Those 6 decliners
represented a total loss of ~920K UAP for Zynga, but Zynga Slingo offset this with growth of ”1.1M UAP. Poker also had a good week
for Zynga adding "280k UAP
0 Note that Facebook's overall Web DAU increased 0.26% W/W
(Izlesene and DainMotionl
0 Avg. Daily Publishing UAP increased 7.8% from 7.38MM to 7.95MM. Monthly Publishing UAP increased 4.9% from 68.0MM to
71.3MM
o Article.Read publishers decreased 1.0% to 2.7MM, Music.Listen publishers grew 3.8% W/W to 1.7MM, Video.Watch publishers
increased 15.1% to 1.1MM, Pinterest increased 3.3% to 674k and all Other grew 28.2% to 1.7MM
o Largest gainers in Publishing Users included Instagram (+174k), Izlesene (+73k), and schoolFeed (+49k)
0 Continued recovery in Video driven by Izlesene (Turkish video site) and DailyMotion as they revert from in-feed video play to
offsite play. Growth in "Other" was primarily driven by Instagram's switch to CG
0 974k of the average daily OG P‐UAPs came from mobile (+27% W/W). This resulted from Instagram cutting over 70% of their users
to use 06 publishes rather than stream publish last week
0 ARGUS dashboard to track 0G progress toward goal here: httgsflourintern.facebook.comlintern[dashboardslviewZCOG%20Goal
fl
CONFIDENTIAL FBOOOOS31
HIGHLY CONFIDENTIAL TREATMENT REQUESTED FB‐HJC-ACAL‐OOO47872
3 2012 TPV dro ed 60b 5 to end the week at 18.2% below our tar et to achieve the annual TPV oaI of 4.4Bn
0 Note that the forecast has been updated to represent the board forecast for TPV and revenue, which alters the target line but not the
EOY goal of $4.4Bn of TPV
o TPV in FY'12 to-date is $983.5MM, 18.2% below the forecast of $1,202.4MM
o W/W decreased 60 bps, from being 17.6% below projection to 18.2% below
0 Daily Payments Volume was $7.83MM, up 1.1% from last week's $7.75MM
o Zynga share of daily TPV increased 160 bps W/W from 51.4% to 53.0%
0 Payment revenue has been soft the past 2-3 weeks. We believe this is being driven by Spring break, holidays, and seasonality, all of
which are also affecting overall engagement (UAP) and total purchasers. The monetization of gamers (gaming TPV/ UAP) has also
been decreasing. The Platform Growth, Gaming and FP&A teams are working on ways to improve performance
Platform Insights Detail (week ending 3/30)
1 Canvas User-A PairDetaiI
2) OG Partner Detail
gx
g) Mobile Platform Detail
<l--[if lsupportLists]-->f\~ A- The majority Ofthis week's referral traffic gains were due to organic
growth ofapps such as Flixster, BranchOut, and Social Reader. A spammy Spanish viral app accounted for
about a quarter of the remaining growth this week
A- We n o w have 4 "big" apps with over 1MM daily clickers: Social Reader,
Hoot Suite, BranchOut, Pinterest. Social Reader and Pinterest continue to experience growth via 06 and
Bra nchOut continues to g r o w rapidly through notifications.
m
4 Overall Platform Distribution Detail
5) Platform distribution guality
3:
CONFIDENTIAL FBOOOO533
Top 06 Apps by Publishing DAU
A A
Average Publishing DAU 3/30/12 MW 95 3/23/12 M/M 95 3/2/12
Application
Yahoo! 1,754,252 _ T ‑
Spotify 1,327,071
“Pinterest
We“ 7 35“
573,783
_
_'
_ 3 5 eek over
“1 765"/ ”week
9
e week
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Social Reader 648,208 _7 ’ _ _ _
foursuuare
mm
TheGuardian
525,253
183,625
130,554
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Cities I've Visited 157,807 _ ’ l - 2 ‘

month over
e month
Deezer 142,523 _ 2 _ _ 9 % - 6‘ 0/ 99 h h
iHeartRadio 117,389 59; 112,198 1455 9 31819150 0
Dailymotion 111,184 30% 85,288 ‐80%
SoundCIoud 107,030 73,590
schoolfeed 106,446 _ ‐ _ _ E
Netflix 105,396
MvVideo 98,884 m ‐ ‐ ‑
Mvspace 69,010
The Independent 67,480
AMERICAN IDOL Online Voting 55,975
21 questions 47,732 N/A 0 2386500% 2
Simet 37,855 44515 5,945 mm 0

GetGIue 35,153 1004 32,919
Grooveshark 34,418 3% 33,574 zen/u, 28,794
VEVO 33,397 1m 30,173
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Hey Mark,
a e eexact
ac da a ab
There have been s o m e iterm Ialely that made me wonder whether it would n u k e sense for us to stay in synt / get your
Input from time to time. These are some examples:
- Data ‐we hired-the

j ust in is to
zynga guy). Getting our data great shape going require ef'ort some / “I think having the data about
e users
e eengagement
a e e . . . would d
engineering time across the key product orgs, l have a clear idea of the most pressing issues, but would love to
K
make sure y o u a r e aligned with the vision
f1
C o m p e t i t i v e research We have s o m e good progress o n the w e b front w i t h the comscore data / w e think w e
their
e us make
help a e more e bold
b d dec
decisions on
e e they
e aaree ffriends
e d or ffoes."
e ."
about ‘coDVinz‘ vs. ’innovating' we could also use thi nio to inspire our next m o v e s “ .
Mobile pricing in emerging markets - your thread with questions on mobile pricing while you were in China/
the latest discussions regarding low end phones a r e s o m e areas where we have been focused over the p a ) !
couple of years on the growth side (investing in snaptu, working with operators In all emerging markets to drive
whether
zero rating, etc...). I would love to hear where your thoughts are on this area / what we could do on mobile to
win an edge over the competition.
- Monetization strategy/ engagement- in far we have been p r e t t y agnostic about monetization when driving
growth / engagement, I would love to hear whether this is something you want to revisit
Last thing i w a n t is to be on the negative side of y o u r R o i calculations on how y o u spend y o u r t i m e ( t h e r o t i m e I w a s

on the safe side ;il, so no worries at all it you have other more important stufl going on and think this does not make
sense. That said, it these types oi topics warrant 20 / 30 m i n s of your time every couple oi weeks or more (we can do it
over a walk or something so that we get some fresh air) I would be thrilled to do it. Ii we see it does not make sense, or
you think there are better tormats (eg. review specific topics you are interested with the team, etc.) we can modify it /
“Yeah, let’s ddo it.”

.
iust cut it.
Lmk what you think,
Mark Zuckerberg
'28:10 AM
ris ox
Re: Sync f ‑
. We can find some time periodically during my weekly reviews to go over this stuff.
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Helen
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From: Tlm Cook
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Date: Wednesday, Augusl 6‘ 2014
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Subject: Re Faeehook and Apple

From: " S t e v e l n b s _
R c r r i w m n a t c ) : Fnr 0 9 Apr 1010 00135258 ‘0000
O k a m o m ' _
gge wee just ccut JJoee off

ff ffrom n o w on.”
.
10: "Ron
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n: "Scott Forstall” ."l’ltillp Schiller"
Confidentnl
Date: l-‘nr 09 Apr 2010 00:35:58 eOOOO
O nApt 8 .2010. a t5 2 5PM. Ran k a n o t u wrote
Steve. Scott and Plttl.
Some additional background

1 called Ethan Heard and Henry M utssntac at Facebottk and tnld them we
were not happy With thrs because ll was not the first tune he's done this and it does not ptthhcly
reflect well on mu partnership. I reminded them that “e do nnt have Apple employees blogging
and talking to the press being openly cnttcal about Facebookv
Joe sent me an email at\er the press story htt explamntg why he was "upset‘i and it looks like Joe
has been working on a cross compiler
»Here's a copy of the small he sell! m c ’
"l‐li Rnu
1Phone OS 4.0 looks antrmug and I really want to develop for i t , That's why 1 was a bll upset to
read that the updated SDK agreement requires wnung apps dneetly nt Olljecll\'<-C’C*‘ or
JavaScript. banning aoss-cotnptlels
Last tnne we met you asked that I contact you directly 1“ have an tssne tvith Apple. and I
definitely have issue tuth tlus It appears to bea ptucly strategtc lituttauon armed straight at
Adobe. To accept tlns hnntauon you would have to convince yourself that Objective-C and
JavaScript are lhe best programming languages available, which I don‘t beheve they are A big
da JJoee spokee to the

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e aand d was
a
pan of the reason I flopped “ m u n g l l e n : apps 1slltrtl I find Objective-C to be very lulpltasallt
to work unit.
when last we met I was considering developing a Facebook 1PM! app The reason I decided not
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Objective C.”
is cross-compiled to high perfonnanee C and
p r o g r a m m i n g language I'm developntg which
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leagues better than Otttecttve-C. soit's tmfomntate that you would stifle u l l m V fl l l O n m
pmgtantunng languages just to keep crappy Flash pans out of the App Store Not all cross‑
0112 3
011253
Mr. Mark Zuckerberg
From:
March 13, 2014
Sent: Sunday, February 16, 2014 4:43 PM Attachment 4(C)'7
To: Mark Zuckerber
Cc:
Subject:
Hi Mark,
_
Below are the Engagement (£28) and DAU estimates for the apps. AMof the figures are based on figures as of 1/10/2014.
The F8 Messenger DAU are lower than the internal numbers since we do not report ChatHead's usage as "Active Users”
and thus we under-count Android usage. This wii! impact DAU and 1.28 m o r e MAU figures win be iess affected, since
there is a higher probability that they wii! use the Messenger app at least once in the 30 days,
_ M M M M
_ “ _ _
_ _ _ ‑
_ _ _ ‑
Facebook Messenger _ 10.0
14.3
E‑
163 . 48
_ _ _ “
_ _ _ “
_ _ “ _
_ _ _ ‑
_ “ ‐ ‑
_ _ _ ‑
Erma??? (Alipay) 90* 10.2 33
Thanks,

Sent: Sunday, February 16, 2014 1:15 PM
To:
HIGHLY CONFIDENTIAL TREATMENT REQUESTED FB-HJC‐ACAL-OOO45412

Can you pull DAU for these as well?
Also, do these numbers for FB, Instagram and Messenger line up with our internal numbers?
O Febn16, 2014, a1:12t P M , _ w r o t e :

Hi Mark,
_
Beiow are the apps that have at least 90m MAU (based on iPhone 8.1 Android figures). We used 90m, since
these are projections and figures may vary. There are 24 apps that fit: this criteria, 5 of which are Chinese”
based apps.
_ M M “
_ _ 33 ‑
‐ - E _ ‑
_ _ 10 ‑
_ _ 92 ‑
_ _ 89 ‑
‐ ‐ 99‑
_ _ 214 ‑
‑
instagram ‑ 203
_ _ ‑
e o o g i e s e a r c h _ ‐
skype _‑
_ _ ‑
mz name)
123
_‑ LINE _
121
119
112*
_ _ 104 ‑
_ _ 101 ‑
“ _ ‑
_ _ 93 ‑
_ ‐ “
* - Estimates based heavily on Chinese panelists. Due to smaller and self-selected panel, figures have larger
error bands.
Please let me know if you have any additional questions.

Thanks
From
Sent: Sunday, February 16, 2014 1:20 AM
To: Mark Zuckerber
Cc:
Subject: Re: 100m+ MAU apps

We'll find a way. Stay tuned,
Sent from my mobile
On Feb 16, 2014 1:11 A M , Mark Zuckerberg

Any chance you can do this by Monday evening.
_~'rotet
OFebn16, 2014, a1:04t A M , _ w r o t e :
Sure. .will extract this list and send over next week,
Sent from my mobile
On Feb 16, 2014 1:02 AM, Mark Zuckerberg _wrote:

Do guys have (I list of all mobile apps with >100m M A U globally? I'm really curious to see this.

Outlook E-mail
From:
Sent:
To:
Subject: e:
'11:40 PM
hris Cox; Mike Schroepfer; -Mark Zuckerberg
I personally am pretty in favor of this approach in life generally... I

would love to be far more aggressive and nimble in copying competitors at
the interface / last mile level ‐- and far more willing to launch early
and then cut or double-down on an ongoing basis.
The only caveat in my mind is being really deliberate about the layers
where we are being nimble & fast vs. the lower-down frameworks that should
move more slowly and deliberately. The way I think about things, consider
FB a giant fly-wheel.... You want the external edge to move very quickly
and iteratively ‐- and small dings when you g e t things wrong don't cost
much, but the deeper you go in the stack/ towards the infrastructure core
(and really the human capital core even below t h a t ) , you want things to
move more slowly and predictably.
Practically speaking, I think this j u s t means that we all have to be

dealing in the same product abstractions, following a consistent privacy
model, etc. I absolutely think that we can accomplish this balance.
Let's 'copy' (aka super-set) pinterest!
On 3/31/12 7:36 PM, _ wrote:
>Hey Mark - j u s t some quick thoughts on this:

>
>Copying is *definitely* much faster. When I was 'copying' FB before
>joining back in 2007 I managed to launch a social networking site in
>Spanish with feature set parity to F3 with a small team of 3-5 guys in
>India. If you think of all the NB tests and hundreds of iterations and
>optimizatlons that we run on a flow like NUX / Friend Browser/ etc... in
>order to come up with that version of the flow that performs best, we end
>up spending a lot of engineering / design / analytics cycles that the
>guys cloning don't need to spend. There is a lot of IP on the UI that
>unfortunately is not defensible, and the guy copying can free ride on.
>
>The g u y s copying also don't need to spend time launching products that
>they saw didn't work that well. They j u s t copy whatever they see works /
>can make money and iterate a bit on it (which is much faster than trial &
>error). We spend a l o t of t i m e on products and iterations on products
>that are not that used, or not anymore around- e.g. marketplace, Q&A,
>facebook lite, calendar, etc...
>
> I f you gave the top down order to go ahead, copy e.g. pinterest or the
>gaming dynamics on foursquare, or feature x on product y as is (with a
>couple of m i n o r tweaks to make it fi t better on FB), I am sure very small
>team of engineers a PM and a designer would get it done super quickly.
>There would be costs on this approach in terms of how we are perceived in
>the industry (copying vs. innovating), our platform strategy (we would
>scare developers), etc... b u t the approach is n o t necessarily a failed
>business technique (Zynga built a multibillion $ company doing this...)
>
>
> -----Ori inaI Message----‑
>From: arkzuckerberg
>Sent: Friday, March 30, 2012 12:55 AM
m; Chris
>Subject:
Com-Mike g a m m a ‑
>
>I spent some time with the Renren founders today and Robin Li from Baidu
>earlier in the week and wanted to pass along a few things:
>
> I n China there is this strong culture of cloning things quickly and
>building lots of different products instead of j u s t focusing on one thing
> a t a time. This allows them to plant lots of seeds, and although it
>yields lower quality products in the short term as they're cloning and
>the markets are growing quickly, as markets mature there seems to be less
> o f a gap between the clones and the originals.
>
>As an example, the Renren site now seems almost as clean and polished as
>our own, despite being more of a mess in the past. They also have more
>features than us, including:
>
>They have built their own version of Pinterest. In addition to your own
>timeline, you can have board pages t h a t people can follow. They are
>tightly integrated into their NF. This is similar to what we've talked
>about doing in the past, and they have a version of this that seems to
>work well.
>
>They have built their own version of Tumblr. Same deal as with their
>version of Pinterest. Both seem relatively well executed to me and are
>two of their fastest growing properties.
>
>They have built their own standalone messenger app, where one key feature
>is using it like a walkie talkie -- basically like Voxer. Apparently
>Tencent QQ has also released a Voxer-like app which is really blowing up
>in China. Robin Li confirmed that a lot of people are using i t , although
>he wasn't sure if t h a t was because it's relatively harder to type in
>Chinese or if it's a universal need. Still, interesting that it's taking
> o f f here.
>
>Renren has also built their own games and they have 6 of the top 10
>Chinese games in the iOS app store.
>
>They have also built out a full music product where they have licensed
>all the music in China themselves.
>
>They have done some innovative things with commenting, like enabling
>people to easily fork comment threads to turn them into separate threads
> i f they want. They also have emoji integrated into basically every text
> i n p u t field.
>
>They also j u s t implemented a version of divebar with a nice touch where
>whenever you hover over a person's name, you get a little home icon which
>takes you to their timeline. We should implement this as well, although
>we'll probably want to use a different icon than home. (Linking from
>messaging to people's identities has been an issue for a while, so we
>shou|d also fix this in the Messenger a p p , in the title bars of each chat
>window, etc.)
>
>0verall, seeing all this and the pace that new mobile apps seem to be
>coming out f r o m other companies makes me think we're m o v i n g very slowly.
> I f we were m o v i n g faster, then we m i g h t be able to build o u t more of the
>social use cases ourselves and prevent our competitors from getting
>footholds.
>
>Maybe it's j u s t a lot easier for these guys to move quickly since they're
> j u s t copying other people, b u t a l o t of t h e stuff t h a t we're doing around
>messages, photos, etc doesn't have a huge number of original problems
>either.
>
>I wonder what we could do to move a lot faster.
>
>Sent from Cl3 3
Posted - - '
Status . We should've owned this space but
we're already losing quite badly. Lots of new friends are joining and
following me every week, and I find myself checking it far more often than
FB Mobile. It's a far more focused. compelling way to keep up with what
my friends are doing. Google+ is a red herring ‐ we are getting distracted
by a shitty clone while guys like Instragram and Pinterest ramp up and
create new markets that we should‘ve seen coming.
hflobfle

* Mark Z uckerbergc‐,
time: Mon Apr 09 10:51:24 PDT 2012 (1333993884473)
subject:
body
- think this is a good outcome for everyone.
000 33
00063367; 000 33 1
00063341
“[T]hey could be very disruptive to us.”
l'mn “L uc
lo David Ebersman . Mark
Zuckerbcrg
- lime: Mon Feb 27 23:4 .03 PST2012 (1330414863647)
- subject: null
body
One business questions I've bccn thinking aboul recently is how much “c shnuld be
willing in p a ) to acquire mobile app cnmpanies like lnslagmm and Path llml are building
a n h
networks Ihal are competitive with our o w n These companies have the properties where
they have millions of users (up to about 20m
small [ c a m 10-25 e m levees and r m r m c n u e ,
. u
lhcse entrepreneurs don't wam to sail (largely
b e e aaree nascent
“The businesses a ce butb thee networks
e
inspired our success]. bul al a high ennugh leCL ' 5500m nr S] h -» lhcy'd have [0
aaree eestablished,
ab ed, thee brands
b a d aaree aalready
ead
ea
meaningfulf aandd iff they
e grow to aa large
a e scale
ca e
e ccould
they d bebe verye ddisruptivee to us.”
.
00063220
eutralize
from: David libersmzin

t ' ' erber
subject: null
body
I tend to have a high bar for M & A considerations. All the eh l have seen is that
1) [N]e ali e a e ial

most deals fail to create the value expected by the acquirer. My instinct is that many deals
are done because the C l i o is Frustrated that the business is not where the) want it to he.
they would rather do something than nothing. and M&A seems like the biggest lever they
have. This is a had reason to do a deal. So for these two ideas speeifical . l wiuld ‘isk
‘ ‘
eu r a
.
Ze a p 0 e I]
.
la c O mpe l
.
O r
9
.
,,
on to find a com ~|ling elucidation ot'what you are trying to aceompli

Bad reason in my book since someone else will spring up
immediately in their place. 'I here will alums be consumers who are instinctively
negative about the industry leaders and want to work with the upstarts. We will alwap’
have upst ' heels. We hate to win ag A v
2) [A]c 11i eer entr?

Seem pensive for m .W 4 52 3 ° 9 9
h i s can bea very compelling reason. it' you have a clear C ta
vision for how the implementation would be great for users and that we cannot do the [ ] q '
product improvements ourselves in a reasonable timefrante. 4) other? llapp) to discuss
further.
3) [I]
“3) eg a e their
[I]ntegrate hei products
d c with
i h ours
iin order
de to iimprovee o u r service?”
e ice?
000 3221
00063221 5
from: Mar
to: David
1 ckerbc
time: Tue Feb 28 09:55:42 PST 20i2 (1330451742327)
subject: null
body
it's a combination ot'( l) and (3). The basic plan would beto buy these companies and
e . . . a ffinltee number
There aare be f d ffeerent
e ca
leave their products running while over time incorporating the social dynamics they've ‘ 6 ‘ ‘ l 1 ‘ ‘
0 C ]al
‘ ~
Wm
‘ to Du
around social productsa n
e products. One thing that may make 1 more reasonable here is that
h
nee someone wins at a specific mechanic. it's difficult for others to
° ° °
a 0 f dl S
supplant them without doing something difterent. It's possible someone beats lnstagram
hy building something that is better to the point that they get network tnigration. but this
is harder as long as lnstagram keeps running asa product. (3) is also a factor but in reality
we already know these companies“ social dynamics and will integrate them over the next
'
echa c
mec al
'
I I CS to
'
e .
Invent °
99
12-24 months anyway. The integration plan involves building their mechanics into our
products rather than directly integrating their products ir'that makes sense. 8 a
t i l - ( i i
combination o l ‘ t l ) and (3). one way of" looking at th . _
Even if some new competitors springs up. buying lnstagram. Path. Foursquare. etc
now will give us a year or more to integrate their dynamics before anyone can get close
to their scale again. Within that time. l i n e incorporate the social mechanics they were
using, those new products won't get much traction since we'll already have their
mechanics deployed at scale,
“ W hat we’re really buying is time.”
00063222
. from: Mark Zuckerberg
. to: David Ebersman , Mark
Zuckerberg ,
. time: Mon Feb 27 23:41:03 PST 2012 (1330414863647)
0 subject: null
. body
One business questions I've been thinking about recently is how much we should be
willing to pay to acquire mobile app companies like Instagram and Path that are building
networks that are competitive with our own. These companies have the properties where
they have millions of users (up to about 20m at the moment for Instagram). fast growth, a
small team (10-25 employees) and no revenue. The businesses are nascent but the
networks are established, the brands are already meaningful and if they grow to a large
scale they could be very disruptive to us. These entrepreneurs don’t want to sell (largely
inspired our success), but at a high enough price -- like $500m or $1b -~ they'd have to
consider it. Given that we think our own valuation is fairly aggressive right now and that
we're vulnerable in mobile, I'm curious if we should consider going alter one or two of
them. What do you think about this?
CONFIDENTIAL FBOOI5879
o from: David Ebersman
o to: Mark Zuckerber
Ebersman‘ ..
0 time: Tue Feb 28 09:37:43 PST 20l2 (1330450663315)
. subject: null
- body
I tend to have a high bar for M & A considerations. A l l the research I have seen is that
most deals fail to create the value expected by the acquirer. My instinct is that many deals
are done because the CEO is frustrated that the business is not where they want it to be,
they would rather do something than nothing, and M & A seems like the biggest lever they
have. This is a bad reason to do a deal. So for these two ideas specifically, I would ask
you to find a compelling elucidation of what you are trying to accomplish. I) neutralize a
potential competitor? Bad reason in my book since someone else will spring up
immediately in their place. There will always be consumers who are instinctively
negative about the industry leaders and want to work with the upstarts. We will always
have upstarts nipping at our heels. We have to win against competitors by having better
products. 2) acquire talent? Seems expensive for this. 3) integrate their products with ours
in order to improve our service? This can be a very compelling reason. if you have a clear
vision for how the implementation would be great for users and that we cannot do the
product improvements ourselves in a reasonable timeframe. 4) other? Happy to discuss
fm'ther.
o from: Mark Zuckerber
o to: David Ebersman( . Mark
Zuckerberg
It's a combination o f ( l ) and (3). The basic plan would beto buy these companies and.
leave their products running while over time incorporating the social dynamics they've
invented into our core products. One thing that may make (1) more reasonable here is that
there are network effects around social products and a finite number of different social
mechanics to invent. Once someone wins at a specific mechanic. it's difficult for others to
supplant them without doing something different. It's possible someone beats lnstagram
by building something that is better to the point that they get network migration. but this
is harder as long as lnstagram keeps running asa product. (3) is also a factor but in reality
we already know these companies' social dynamics and will integrate them over the next
12-24 months anyway. The integration plan involves building their mechanics into our
products rather than directly integrating their products if that makes sense. By a
combination ot'(l) and (3), one way of looking at this is that what we're really buying is
time. Even if some new competitors springs up, buying Instagram, Path, Foursquare. etc
now will give us a year or more to integrate their dynamics before anyone can get close
to their scale again. Within that time, if we incorporate the social mechanics they were
using, those new products won't get much traction since we'll already have their
mechanics deployed at scale.
o
.
from: Mark Zuckerbe_)
to: David Ebersman( , Mark Z uckerberg(_,
- time: Tue- Feb 28 10:43:09 PST 2012 (1330454589214)
. subject:
. body
Above, I didn't mean to imply that we'd be buying them to prevent them from competing
with us in any way. Buying them would give us the people and time to incorporate their
innovations into our core products, which is how we'd do the integration rather than
actually combining the products. I'm mostly excited about what the companies could do
together if we worked to build what they’ve invented into more people‘s experiences.
HIGHLY CONFIDENTIAL TREATMENT REQUESTED FB‐HJC-ACAL-00063223
Outlook E-mail
From: Sheryl Sandberg
Sent: 3/30/2012 7:48: 17AM
To: .narkzuckerberg
Subject: RE:
It is hard n o t to agree that it is better to do more and move faster, especially if that means you don't have competitors build
products that takes some of our users. 50 of course I agree. The issue is how do we get this to happen.
_
You come back on Sunday, yes? I want to schedule Monday ‐-ays you will come in for our 10 AM and we will have
dinner, but checking since you are just back the next clay. is that right or should we move things around?
From:-'narkzuckerberg
Sent: Friday, March 30, 2012 1:01AM
To: Sheryl Sandberg
Subject: Fwd:
You'll probably find this interesting and agree.
Sent from EPIE
From:
Date: March 30, 2012 4:54:53 PM GMT+09:00
To: Chris Cox Mike Schroepfer _‑
I spent some time with the Renren founders today and Robin Li from Baidu earlier in the week and
wanted to pass along a few things:
In China there is this strong culture of cloning things quickly and building lots of different products
instead o f j u s t focusing on one thing at a time. This allows them to plant lots of seeds, and although it
yields lower quality products in the short term as they’re cloning and the markets are growing quickly,
as markets mature there seems to be less of a gap between the clones and the originals.
As an example, the Renren site now seems almost as clean and polished as our own, despite being
more of a mess in the past. They also have more features than us, including:
They have built their own version of Pinterest. In addition to y o u r own timeline, y o u can have board
pages that people can follow. They are tightly integrated into their NF. This is similar to what we've
talked about doing in the past, and they have a version of this that seems to work well.
They have built their own version of Tumblr. Same deal as with their version of Pinterest. Both seem
relatively well executed to me and are t w o of their fastest growing properties.
They have built their own standalone messenger app, where one key feature is using it like a walkie
talkie ‐ basically like Voxer. Apparently Tencent 00 has also released a Voxer‐Iike app which is
really blowing up in China. Robin Li confirmed that a lot of people are using it, although he wasn't sure
if that was because it's relatively harder to type in Chinese or if it's a universal need. Still, interesting
that it's taking off here.
Renren has also built their own games and they have 6 of the top 10 Chinese games in the iOS app
store.
They have also built out a full music product where they have licensed all the music in China
themselves.
They have done some innovative things with commenting, like enabling people to easily fork comment
CONFIDENTIAL FBOOOG174
threads to turn them into separate threads if they want. They also have emoji integrated into basically
e v e r y text input field.
They also just implemented a version of divebar with a nice touch where whenever y o u hover over a
person’s name, y o u get a little home icon which takes y o u to their timeline. We should implement this
as well, although we’ll probably want to use a different icon than home. (Linking from messaging to
people’s identities has been an issue for a while, so we should also fix this in the Messenger app, in
the title bars of each chat window, etc.)
Overall, seeing all this and the pace that new mobile apps seem to be coming o u t from other
companies makes me think we’re moving v e r y slowly. [f we were moving faster, then we might be able
to build out more of the social use cases ourselves and prevent our competitors from getting
footholds.
Maybe it’sjust a lot easier for these guys to move quickly since they’rejust copying other people, but
we’re doing around messages, photos, etc doesn’t have a huge number of
a lot of the stuff that
original problems either.
I wonder what we could do to move a lot faster.
Sent from EPIEI
Mr. Mark Zuckerberg
DRAFT March 13, 2014
Attachment 4(c)-19
FACEBOOK, I N C .
DATE: February 14, 2014
TIME: 5:15 p m , Pacific Time
PLACE: Via Teleconference
Erskine Bowles
Susan Desmond-Hellmann
Donald E Graham
Reed Hastings
Sheryl Sandberg
Mark Zuckerberg
DIRECTORS ABSENT: Marc Andreessen
Peter Thiel
OTHERS PRESENT:
Colin Stretch
1. Call to Order
FB‐HJC‐ACAL-OOO45376
DRAFT
2. Project Cobalt
M r. Zuckerberg provided the Board with an update regarding the current status of
discussions regarding Project Cobalt, the potential acquisition of a company (“Target”),
including potential valuation, timing and process.
Mr. Zuckerberg then left the meeting.
Ms. Sandberg reviewed the potential transaction structure with the Board, including the
potential tax implications for the Company and Target, and reviewed the potential mix of stock
versus cash consideration to be paid in the transaction. Questions were asked and discussion
ensued.
_ t h e n provided an update regarding the business of Target, including a

discussion of monthly active users, user engagement and users by region. _ a l s o
discussed potential valuation metrics, such as price per user. Questions were asked and
discussion ensued.
M r. Hastings then joined the meeting.
M r. Stretch then discussed the strategic rationale for the proposed transaction, including
Target’s strong user base and high growth rate in phone-contacts-based, small group
communication, an area that the Company has not historically been focused on, but which
complements the Company’s traditional friends-based sharing model. Ms. Sandberg indicated
that the proposed transaction would also provide significant benefit to the Company by
improving the Company’s strategic position in relation to mobile operating systems. Ms.
Sandberg emphasized that the high concentration of the mobile operating system market ‐ with
t w o providers serving the vast majority of smartphone users around the world ‐ poses a
significant strategic threat to the Company’s business, and also observed that adding an
additional, popular, complementary mobile application to Facebook’s suite of offerings would
make it more difficult for operating system providers to exclude the Company’s mobile
applications from mobile platforms. Finally, Mr. Stretch noted that if the transaction were to be

DRAFT
consummated, the Company intended to prioritize Target’s user growth and engagement over
short-term monetization. Questions were asked and discussion ensued.
The Board members then indicated that they were supportive of continuing to pursue the
proposed transaction at the valuation discussed and comfortable with the proposed timing and
process for the transaction.
3. Adiournment
There being no further business to come before the Board, the meeting was adjourned.
!ecretary o! t!e Meeting
APPROVED:
Mark Zuckerberg
Chairman of the Meeting

From: Wales, Chance
To : Rothman, Michelle; Harris, Stefanie; Taing, Mardi
CC: Pann (Adams), Jennifer
Sent: 5/12/2009 10:45:33 AM
Subject: RE: Benchmarking‐ Diapers.com
We already done part of this:

Andrea" Can you take our r e y i e w and look at the 39 ii e with Stefanie?
From: Rothman, Michelle
S e n t : Tuesday, May 12, 2009 10:03 AM
To : Wales, Chance; Harris, Stefanie; Taing, Mardi
Cc: Pann (Adams), Jennifer
Subject: FW: Benchmarking- Diapers.com
Stefanie and Mardi,
ithlnk Chance is o u t this week, l‘m hoping; you tzan help wlth something asap today. The benchntarklng team recently completed a study of Diaperscom “they
are our largest and fastest growing sompetitor in the on-line dlaper and baby care space. They are presenting their findings to leftB this afternoon.
(309 of the questions . e had was r e ” ted to our selertlon versus Diaperscom the EMT did a comparison, but only did it for i-iPlZi, not baby Gt. Attaehed are '-=
brands found on Diaper'srcom that we believe are ave able in the baby store. l'nt wonderlng ifthere’s a fast way to compare which brands are offered by retall
and which are offered by Z-Sp. ljust need a sint' =eyes/no (i don’t need asln counts), For retail, i think you can do a ylooltup of all ABlS brands to find matehes. Not
sure ofthe easiest way to do it for SP, b u t it may work tron: fast track dataiglance vles' data as well:
i’m so sorry for short notlce, but s i n c e ' is being presented to JEtt’B today i want to be sure we’re being as con'lprehenslye as possible. is this something you
can do by noon today? l’ll owe you both . .
Cc’ing ten, as she may have an easy way to pull tnls into as well.
Thank you, thank you, thank youlilll
From: Thekkekara, John Thomas
S e n t : Tuesday, May 12, 2009 3:57 AM
To : Rothman, Michelle; Barmish, Kevin; Herrington, Doug
Cc: Jensen, Erik; Stone, Tim; Reddy, Dasaradh; PS, Gopalakrishnan
Subject: RE: Benchmarking- Diapers.com
Michelle,
Brand overlap report (BOR) delivered against US HPC contalns brands on Diapers.com which are relevant tor HPC Out of the 246 hrands on Dlapersscom 121 were
found to have products helonglng to other categories and hence BDR only had 125 brands, Please find the snapshot of brands not relevant to HPC and product
Product
Bar Goose mattress
Britax Car Seat
Belabumbum Apparels
Belly Basics Apparels
See Kai Run shoes
Please find the attached the eontplete list of brands whlch dld not make lt to EOR (not relevant to HPcltor your reference i_et rne know it you have any
questions
Regards,
john

S e n t : Monday, May 11, 2009 11:45 PM
To : Barmish, Kevin; Herrington, Doug; Thekkekara, John Thomas
Cc: Jensen, Erik; Stone, Tim
Subject: RE: Benchmarking‐ Diapers.com
tohn,
Kevin’s study of Dlapersscom showed 246 brands on Dl' e r s t c o r n versus the 125 or so that your teams study found: My understanding of your methodology ls
that you start by pulling a list of all brands carried on a competltors site and then work backwards to mateh that list up ag . st what is currently offered on
Amazoncom: it my understanding ls correct, what would be a reason that our study would rniss haltot t h e brands on Diapers.com?
Thanks for your help.
From: Barmish, Kevin
Sent: Sunday, May 10, 2009 3:46 PM
To: Rothman, Michelle; Herrington, Doug
Cc: Jensen, Erik; Stone, Tim
Subject: RE: Benchmarking- Diapers.com
Miohelle»
i a n ‘ a littl0 skeptitzsl about the ( i t / i t " s hrand analysis results i *ntant:aliy* crawled tiliaiziers.con'i and discovered 2xas many brands than stated in {1211‘s r e s p o n s e
{Zr-it} vs. 12“ : l have listed all the brands helow for your convenlence i did not check to see which of these brands are ayallalale on 3p and Retail:
To validate i also just called Dlaperstom CS. {You‘d be sure: lsed asto h o w much competltiye intelllgence t’ye gather just by calling y a r l o u s eontpetitors and
asklng G33») Here is an e x t : at from the call ljust made.
K e y l n z ' n" dolrzg researsh on "Jape'rron" and was wondering how many different products you guys harry”
CSREP: “As of last week i think we were at approximately 1400”
Kevin: “And how many brands are reps senter over these sroducts ?“"
CSREP: “Last i heard, 5think we sell around 250 different brands: You can find the whole list by going to Diaperss‘orn, eliciting M o r e Brand's and then choking
View of! Brands”
it’s unclear it the “1400 products" included sizes/colors, l dldn’t want to push my luek or raise susplcion.
Let rne know if you have any questions
Cheers,
Kevin
HIGHLY CONFIDENTIAL AMAZON-HJC-OO142833

Aquaphor
Baby's Only
Badger Balm
Balmex
Band‐Aid
Bar Goose
BEABA
Bebe Au Lait
Belabumbum
Bella B
Belly Basics
BeHybar
Benadryl
Bibsters
Biolane
Blue Lizard
BOB
Boo Boo Buddy
Boogie Wipes
AMAZON-HJC-00142834
Books
Boon
BOPPY
Born Free
Boudreaux
Brain Noodles
Bravado Designs
Bright Beginnings
Britax
Bug Band
bumGenius
Bumkins
Bundles
Burt‘s Bees
California Baby
53 .CARES
54 .Carter's
55 .Chicco
56 .Classy Kid
57 .Clean Well
58 .Clek
59 .Clipo
60.Cloud B
61.Clouds and Stars
62.Combi
63.Contours
64.Cosco
65.Country Kids
66.Crayola
67.Crest
68.Crocodile Creek
69.Dapple
70 .DaVinci
71 .Depend
72 .Desitin
73 .diapees & wipees
74 .Diaper Dekor
75 .Diaper Dude
AMAZON-HJC-OO142835
Diaperscom
Dr. Brown‘s
dreambaby
Dreft
Dress Up
Dutailier
DwellStudio
Earth's Best
Earth‘s Best byJason
Easy Expression
Edushape
Elements Naturals
Enfamil
ErbaOrganics
Ergo Baby
Evenflo
FertilAid
FirstJuice
First Years
Fisher Price
Flap Happy
Fleurville
Flintstones
Foogo by Thermos
AMAZON-HJC-OO142836
Halo
Happy Baby
Happy Heiny’s
Hatley
Hotslings
Huggies
lmodium A‐D
ingrid & isabel
IQ Baby
123Japanese Weekend
124Jeep
25 Jefferies
26 .JJ Cole
27 Johnson & Johnson
28 Juvenile Solutions
Kalencom
Kandoo
Kathe Kruse
Kee‐Ka
Keptin‐Jr
Kettler
Kid Kusion
KidCo
Kidorable
Kirkland
Klean Kanteen
Kolcraft
Kushies
La Leche LeagueInternational
Lamaze
Lana
Lansinoh
Latitude Enfant
Leachco
LeapFrog
LinPadz
Little Kids
Little Remedies
AMAZON-HJC-00142837
Little Twig
L’ovedbaby
Luvs
Maclaren
Made by M o m s
Majamas
Manhattan To y
M a n n y and Simon
Maxi‐Casi
Medela
Melissa & Doug
Method
MFS Eyewear
Micralite
Mini‐Shower
MiYim
MOBI Technologies
Moby
Motrin
Munchkin
Music for Little People
Mustela
My Baby Experts
My Brest Friend
Mylanta
Mylicon
Natrapel
Nature babycare
NaturePedic
Nature's Baby Organics
Neat Solutions
Neosporin
Nuby
Nuk
186. O i O i
187.0nce Upon a Potty
188. 0 n e A Day
189. 0 r a j e |
AMAZON-HJC-OO142838
90.0ral B
91. Orbit Baby
92. OV‐Watch
93. Pampers
94. Pedialyte
95. PediaSmart
96. Pediasure
97. PediaVance
98. Peg Perego
199. Penelope Peapod
200. Plan Toys
201. PIay‐doh
202. Playskool
203. Playtex
204. PreNSeed
205. Psi Health Solutions, Inc.
206. Puppet Workshop
207. Putumayo Kids
208. Quinny
209. Radio Flyer
2 0. Reach
2 1. Robeez
2 2.Safe Sippy
2 3.Safety 15t
2 4. Sassy
2 5 5 6 Products
2 6. Schwinn
2 7. Sealy by Kolcraft
218. See Kai Run
219.Selecta
220. Seventh Generation
221.Sevi
222.Sigg
223.Similac
224.Skip Hop
225.5noozer
226.5pielstabil
227.Stokke

228.3un8usters
229.5unshine Kids
230.5van
231. Tea Collection
232. The Mommy Hook
233.Tolo
234, Triple Paste
235.TruKid
2 3 6 , Tu s h i e s
237A Tylenol
238. Umi
239. UpSpring Baby
240.Valco Baby
2d1.VulIi
242_Wall Candy Arts
2&3. Water Babies
244. Weleda
245.2utano
2 4 6 , Zyrtec

Sent: Friday, May 08, 2009 5:24 PM
To : Barmlsh, Kevin; Parker, Allen; Herringbon, Doug
Cc: Jensen, Erik; Stone, Tlrn
Subject: RE: Benchmarking- Diaperscom
The retaii portion needs a little more refining, but i wanted to send you what we have so far. Piease see attached. Final edits by EOD Monday.
Questions/comments welcome.
Thanks!
From: Barmlsh, Kevin
S e n t : Friday, May 08, 2009 8:04 AM
To: Parker, Allen; Herrington, Doug; Rothman, Michelle
Cc: Jensen, Erik; Stone, Tum
Subject: Re: Benchmarking- Dlapers.oom
Doug-Mchelle- for rec 1.the response is owned by both ops and retail.Allen Parker would like to know where you guys currently stand on offering free 2- day for
babya’diapcts sohe can adjust Ops response accordingly.
Thzmkst
Kevin
Sent from my iPhone

CONFIDENTIALITY NOTICE: T his e-mail may omtain confidential infonnation. Ifyon are not the intended recipient (or have received this message in error)
please notify the sender immediately and destroy“ this e‐mail. Any unauthorized coming. disclosure or distribution oftl‘e material in this e- mail is strictly tbtbidden.
On May 8. 2009, at 7:52 A M , "Parker, Allen" - wrote:
Attached i s the latest version o f the Diapers ( M A . r e s g m i s e s need t o b e sent t o Keven Ikunnsh _ b y n o later than end o f day today.
I have marked FAQ’S and recommended zietums that require a Ops ransom-e in Red
FAQ 1 Mekcmia picnsc read and ensure the response is accurate and complete
FAQ 3 Smnucis-Wfincr please make sure the resptmsc is accurate and complete
FAQ-4 Weilandt’Sanmels -‐- please make sure the response is accurate and complete
FAQK Sealirtt ‘Gin'sli -- I think we need an additional FAQ on the standard early arrivals. ..explaining wing and more detaii on the extremely early amt-sis
til-i ~ (iiiiSlt’Nadio i believe the al’lS\-V(‘-t‘\\'lll he simpic it‘d-mil moves to free hm das- sli.ipping.., Butt. think. we: do need a few smitenccs that say we currcntiy
have a ship option which meets or l m t s Diatms'eom and the same or better cost. f a n you {3.1in confirm that statement based on. data. Weneed to be prepared to
discuss why we fee-i movmg standard pmmises or creating dittererit inventory Emirates for just diapers is not mommended. ..i think we should at least understand the
miter-inn! he-xet'itvissucs..."ii‘imly Mechanical Sensi were new“ ©
1042 --(iirish-Seitizrt -- compie‘le us discussed in the meeting
til-3 Christi-“5611511 can rote-tenor: the FAQ we should create. shove. ..

From: Barmish, Kevin
Hello‑
5/ (Friday) Pre-Onetto Meeting
5/1 (Tuesday) Bezos review
Cheers,
Kevin Barmish
<image00 l .png>
ry speed.
Estimated Completion Date: min/yy
RetailResponse: <insert response>
Estimated Completion Date: /mm/yy
1QUESTIONS
AMAZON-HJC-OO142841
Q1. W h a t is o u r latest assessment ol'using Kiva?
Operations Response: <insert response>
Q2. W h a t is the standardized return process for products that ship in manufacturer ’s packaging ‐ where should the customer put the “ r e t u r n slip”? C a n customer returned items
shipped in manufacturer’s packaging be resold?
Q3. W h a t is Amazon’s policy on refunding the original ship charge? W h a t is Amazon’s policy on charging f o r the return shipping? Do these policies vary between P r i m e and n o n ‑
Prime members?
Q4. W h a t is Amazon’s order eutofl‘time f o r baby products and how does it compare to l)iapers.com"s 6 P M (local) cutoff?
Q5. W h a t do we know about I’owerReviews? Have we looked into their offerings?

RCXResponse: <insert response>
Q7. H o w big is the addressable market size f o r baby products?

Retail Response: <insert response>
08. W h a t w e r e o u r retail (and 3P) sales f o r baby products in 2007 and 2008?
09. W h a t is the Amazon ship option mix for baby products?

W h a t percent of baby products orders a r e Subscribe and Save? W h a t percent is Prime?
<diapers- q109-FAQ.docx>

Amazon.com, Inc.
Inc.
4(c)~9
Attachment 4(c)-9
November 2,
November 2, 2010
2010
Krawiec, Peter
From: Krawiec,
From:
Sent: Tuesday, September 21,
S e n t : Tuesday, 21, 2010 6:31 PM
6:31 PM
To:
To : Wilke, Jeff; Herrington,
Wilke, Jeff; Herrington, Doug; Blackburn, Jeff
Doug; Blackburn,
Subject: Re: cash back (no
Re: 30% cash fees, no
(no fees, no subs)
subs)
If you have looked at management's forecast you

have not looked should when you
you shoufd get a few mins•.
youge‘t mines they expect to
lose lots of money over the nxt few yrs-
lose this
yrs~ th wilt make
is will worse. They also expect
make it worse. expectaa lot oftheir grown to
of their growth
come from
come from soap.com
soapcom which isis unproven and less
unproven and from diapers,
growth from
less growth in the end
diapers. In end soap,com
soapcom is is proj
projected
ected
be bigger than diapers.com.
to be diaperscom,
Wilke, Jeff
From: Wilke,
From:
To: Herrington,
Herrington, Doug; Krawiec, Peter;
Doug; Krawiec, Blackburn, Jeff
Peter; Blackburn,
Sent: Tue Sep 2121 18:26:42
18:26:42 2010
Subject: RE:
Subject: cash back (no
RE: 30% cash fees, no
(no fees, no subs)
subs)
Inte Problem
resting. Prob
Interesting. lem is
is that don’t get Amazon Prime. We need
that you don't need to emphasize it heavily in our
marketing.
marketing.
JAW
From:
From. Herrington,
Harrington, Doug
Doug
Sent: Tuesday,
Sent: Tuesday, September 21,21, 2010 6:24 PMPM
To: Wilke, Jeff; Krawiec,
To : Wilke, Krawiec, Peter; Blackburn, Jeff
Peter; Blackburn,
Subject: FW:FW: 30% cash
cash back (no fees, no
(no fees, subs)
no subs)
Fyi, looks like

Fyi, looks like Diapers.com
Diaperscom put up a res ponse to our Amazon Mom
response offer:
Morn offer.
; ; ) - w y ) ) > ) > N ; a ) ‘ ; m 7 W * M M W M M \ W W m M W m W \ W W fl - fi s \ \ § u s o - \ \ W ) \ ) ) m \ \ \ \ v \ w \ \ \ \ \ \ \ \ \ ) \ m & \ “ - w
From: Herrington,
From: Harrington, Doug
Doug
Sent: Tuesday, 21, 2010 6:22 PM
Tuesday, September 21, PM
Landry, Stephenie;
To: Landry, Wales, Chance;
Stephenie; Wales, Nenke, David;
Chance; Nenke, David; French,
French, Eric
Eric
Subject: 30% cash
cash back (no fees, no
(no fees, subs)
no subs)
Looks like their response

Looks like Amazon Mom
response to Amazon Mom:;
(screen shot below)

(screen below)
on all
30% cash back on of year with every order of
all diapers through end of of $75 or more. We "heart"
more. We “heart”
parents. No fees,
parents. fees, no subscriptions, free overnight shipping.
no subscriptions, shipping.
AMAZON-HJC-00009716
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Outlook E-mail
Sent: 4‘9‘2012 10:09:37 AM
To:
Subject: RE: CONFIDENTIAL ANNOUNCEMENT
Thanks. One reason people underestimate the importance of watdiing Google is t h a t we can likely always j u s t buy any
competitive startups, but it'll be a while before we can buy Google.
From:
Sent: Monday, April 09, 2012 10:04 AM
To : Mark Zuckerberg
Subject: Re: CONFIDENTIAL ANNOUNCEMENT
Well played.
Sent from my iPhone
On Apr 9, 2012, at 9:58 AM, “Mark Zuckerberg" > wrote:
Confidential ‐ DO NOT SHARE
Hey everyone,
I ' m excited t o share the news that last night w e reached a n agreement t o acquire I n s t a g r a m .
Below is a post about the deal t h a t I ’ m about to p u t on my timeline. I n s t a g r a m has built a successful n e t w o r k and
mainstream brand by focusing on building the best mobile photos experience. After spending a l o t of t i m e with the I n s t a g r a m
team over the last few months working on Open Graph, and over the last couple of weeks discussing this, it’s clear we share
the same values and vision for the future of mobile photos.
We are committed to keeping the I n s t a g r a m brand and growing their app independently. We will also continue on our FB
Camera work. Over time we can build these t w o products to move closer together as it makes sense.
As always, feel free to ask me any questions you have about this at this week’s open Q&A,
Mark
Timeline post below:
I ' m excited t o share the news that we've agreed t o acquire I n s t a g r a m and
that their talented team will be joining Facebook.
For years, we've focused on building the best experience for sharing
photos with your friends and family. Now, we'll be able to work even more
closely with the I n s t a g r a m team to also offer the best experiences for
sharing beautiful mobile photos with people based on your interests.
We believe these are different experiences that complement each other.

But in order to do this well, we need to be mindful about keeping and
building on Instagram's strengths and features rather than j u s t t r y i n g to
HIGHLY CONFIDENTIAL TREATMENT REQUESTED FB-HJC-ACAL-OOOGTGOO
i n t e g r a t e everything i n t o Facebook.
That's w h y we‘re committed to building and g r o w i n g I n s t a g r a m

independently. Millions of people around the world love the Instagram app
and the brand associated with it, and our goal is to help spread this app
and brand to even more people.
W e think t h e fact t h a t I n s t a g r a m i s connected t o other services beyond

Facebook is an i m p o r t a n t p a r t of the experience. We plan on keeping
features like the ability to post to o t h e r social networks, the ability
t o n o t share y o u r I n s t a g r a m s o n Facebook i f you want, and t h e ability t o
have followers and follow people separately from y o u r friends on Facebook.
These and many other features are important parts of the I n s t a g r a m

experience and we understand that. We will t r y to learn from Instagram's
experience to build similar features i n t o our o t h e r products. At the same
time, we will t r y to help I n s t a g r a m c o n t i n u e to g r o w by using Facebook’s
strong engineering team and infrastructure.
This i s a n i m p o r t a n t milestone f o r Facebook because it's the first time

we've ever acquired a product and company with so many users. We don't
plan on doing m a n y more of these, if any at all. But providing the best
photo sharing experience is one reason why so many people love Facebook
and we knew it would be w o r t h bringing these two companies together.
We're looking forward t o working with t h e I n s t a g r a m t e a m and t o all o f

t h e g r e a t new experiences we're going to be able to build together.
B ian Wa ne , Fo nde , Celeb i Ne Wo h
Why Does This Matter Beyond CelebrityNetWorth?
Pemaps the loss of one website that estimates the net worths of celebrities isn‘t the most
obvious harbinger of a dying web. However, I implore you to see the larger picture for both
e e ca e to mee withi h aan idea ffor aa

the intemet at large and consumers. Thousands of websites that the American people love
and rely on every day require the oxygen that Google formerly provided to stay alive.
“ I f someone came
Think Of your favorite website. That site Will either not exist Or will be significantly worse in
the near future. And think about the websites that Will never exist because they are never
created. The open intemet is what allowed sites like Wiklpedia, WebMD, TheOnion, and
eb i e or aa web
website eb service
e ice today,
da , I wouldd tell
e them
he
yes, CelebrityNetWonh to exist.
to run.. R
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eb aaspossible.
ib e.
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a ca
caree business
b i e or aa ddog g ggrooming
i g
b i e - something
business e hi g G g e can’t take
Google a e aawaya aas
in June 2019, search engine analyst Rand Fishkin put together a report about Google
using data from web analytics firm Jumpshot, The data show that today an estimated
soon aashehe or she
he iis thriving.”
h i i g.
4 8 9 6 % of all Google searches end with the searcher N O T clicking through to a website
The same report estimates that 7% of all search clicks go to a paid ad result and 12% go
to properties owned by Google‘s parent company Alphabets Moreover, those stats do not
even show the full extent of the problem because the data largely relied upon desktop
devices and could not track searches that took users to a Google-owned app like the
YouTube or Google Maps,
Google's dominance today is vast, extending beyond online search into mobile operating
systems, advertising, browsers, mapping, email and video. These business lines work in
tandem to establish unchecked power in virtually every facet of the consumer intemet, For
example, when a YouTube video is shown in a Featured Snippet for a net worth search,
not only is the original source choked off the page, but Google’s sister property YouTube
directly benefits from “he traffic.
Eliminating the ‘Threat’ of Verticals
Qum‘mn n] ) How dohe m i r e sure we are Ihc radar in search in 2007" Wirni a“
“How d do we e deal with
i h the
he problem
blem off ‘proliferating
i n m h i i m fl n search m a ! omhms i n men!" \\‘|1I “HIVHsIl search work
m Nov. Will we mdm and handle in ire
persona an user g e n m i crime"! i is so 5rd (0 rank“ Whai irri'ormllion do we rim have in
our Search index JIM how will we get verticals’ ?”
Better product Search T commerc ' Focus on qualiw and coverage
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daeiopfli an opinion mar lhese m o i . nflworlring Silas will rrir arely represem a "wear ro our
mrcn business a! [maple vull rpm m o m rrrnr on rims: rm nnri ullimnlci) nrny du mus!
searches ( m m meSearch boxes miinniemere I‘he)‘ mm direcr compfluors bulrhev r m )
D i [i g] too much
“Driv[ing m ch traffic
affic to ccompetitors
m ei m e aand
monster d
hhotjobs.”
j b.
displlcr: n, in end-user Irmc " 1 d e This is pnrnouinriy inn: oerLcrrm now.- rrrmc grew
wr room 3 Microwlk runsrurmri MSN Spuceno l we w i n inr- Inning” r we d u r u m :
m a library - Gnogl:- in (hit inc: omie dawn ofmui'i: rhcarax , Myspaae. YNTnhe , where
n n ‘ m s e m i possiblg rnnr inn-mom iheuivrs run [wild i n h w k s i o r n o t m m . While n i ,
wmlnningthll l i h r n n u fl i “ i n r i m s no qucsfinn i n n nrorir- [heart’s mm gel mm
m n s u m c r nrnn mo du mare volume Since in S e e m s unlrkzl) rim wt wrii ix ablz lo c u n w l m
people 10he“rammed less. we feel n n r m p u m n l w develop anclllmainmcm m a y
Remedy/Influx": lo nun-m: Our remedy has (our prongs prongs We need in m i . ihc search
box o n rho m t r m n l n m m “ s u n , u need 1 0 I m rm- scurcir m : Mich: you a n find c n i e n l m m c m
m m m l . we need to succeed in social networking. Mid ue need huild Enienmumem and social
m i n i m a l ! inlo our search ekperience
r The first prong fi l l s lo u u i syndicariun l e a r n Much shimlrl r u g fl [hose rapidly g r n m i i g

rm mi Wm. | | mlJnr syn i r o n d a i s in o w n ihc march items
Become rhe Search sire For rhis type cfcumem Thir m u m comprrhmshe imifling of
My‘pncc. VutlTIlbc. Nerv'rises. RSS. and soon l e c succeed "I being [ h t primal) my
rowatch ow our n r n r y i “Commit “us will nrr'cr ussome p l m v fl m n from ( h m - 03m
growing sin-s aswe mu Ilkcly grow pmponionaily n. ( h e m w: nnni In slnffrwn mom,
aggresriveiy acquiring, riris conrern for indexing and improving low~imk raining
01099367; 01099371
Mr. Mark Zuckerberg
Fm m .. March 13, 2014
Sent: Tuesday, February 18, 2014 9:40 PM AttaChment 4(C)'3
To: David Ebersman
Cc: David Wehner
Subject: RE: Cobalt questions
Yeah... they do some very clever and thoughtiui choices on many of their flows. ican walk you through some of them
one day
From: David Ebersman
T m i
Sent: Tuesda February 18, 2014 9:37 PM
Subject: Re: Cobal ques i o n s
Thank you! I would have bet against that approach working. I would have been wrong.
From:
Date: Tuesday, February 18, 2014 9:35 PM
To: David Ebersman
Cc: David Wehn
Subject: RE: Cobalt questions
You cannot send a message from cobalt to a non‐cobalt user: From cobalt, you can invite a non~cobalt user to join cobait
via email / or srns invite depending on whether you have an email or phone it stored in your phone addressbook. If you
decide to invite via SMS m-regular fees apply.

Sent: Tuesda February 18, 2014 9:32 PM
To:
Subject: Re: Coba que IOI'IS
Thanks. That makes perfect sense.

Am I correct that sending messages from one Cobalt user to another is free but sending from one Cobalt user
to someone who does not use the service exposes the sender to SMS fees? I imagine this is key to the virality.
From:
Date: Tuesday, February 18, 2014 9:23 PM
To: David Ebersman
Cc: David Wehner
u ject: RE: Co a t questions
Hey David based on our data, in t h e markets where they have done weli l e g . ES, DE, atom} their reach amongst
smartphone users is actually bigger than ours wso my guess is that we have ciose to 1009-6 overlap, our user‐base being a

subset of theirs.
Re: demographics: in markets where the do weil, they literaiiy reach 100% of smartphone users ~‐which is a big part of
the population - with the ones missing being either very young or cider folks. i don't have the data easily available on
their first demographics to grow / which demos use it on markets where they haven’t grown yet (my best guess in the
absence of data is that younger demos 1530 and internationai folks connected with countries where they do well
probably join first)
The key here is that SMS is a universal use case on mobile (more so than FB) ‐ which is why being an SMS repiacement
app they reach so many people

Sent: Tuesda February 18, 2014 8:02 AM
To:
Cc: David Wehner;
Subject: Cobalt questions
Hi‑
None of these are urgent or critical, but they are the kinds of questions we will get from investors so i was
curious if y o u had any thoughts:
0 do we have any sense of overlap between their and our user base? Best guess?
0 do we have any sense for their user demographics? does it skew young?
We would not answer quantitatively, but if we had a sense ofdirection we might give people some qualitative
sense. Thanks,
David
HIGHLY CONFIDENTIAL TREATMENT REQUESTED FB‐HJC‐ACAL-OOO45389

Mr. Mark Zuckerberg
March 13, 2014
F r o m= Danf o r emM _ Attachment 4(c)-9
Sent: Tuesday, February 25, 2014 3:47 PM
To :
Subject:
ithink w e keep utility but broaden i t beyond graph search t o include messaging / c o m m u n i c a t i o n s , i think w e need t o ask eng
to give us some points on graph search and what they are trying to do and whether there is any reason to emphasize this to
investors. My bias is to fade it to background.
Sent: Tuesday, Februa 25 2014 3:06 PM

To: David Wehner;
Subject: Re: few thoughts
I do n o t disagree that my comments on Graph Search are weak but l a m having trouble responding constructive to it because it
is core to our comments about Utility and our strategy in general. What should we do?
0 should we discard Utility from the conversation? If we do, don‘t we lose the 3,5, and 10 year framing since Utility is the
focus of the 5-year arc? If we lose this, what is our framework for discussing our strategy?
0 Should we keep Utility but use a different example than GS? Not sure what the example would be.
0 Should we keep Utility and use GSan the example, but find a way to sell it better?
I fully agree that my GS language is weak, but deleting it creates a new set of questions.
From: David Wehner

Date: Tuesday, February 25, 2014 at 11:44 AM
To: Facebook
Subject: few t oug ts
l was able tojust observe today. it was very helpful.
A couple thoughts:
1) Fragmentation. We are letting the meme of fragmentation of audience establish itself. l think we should consider
changing that. WhatsApp being popular isn’t about the opportunity for Facebook being constrained. The reality is that
1x1 messaging has been a huge market for years and smartphones have opened up that market for disruption, making it
ADDRESSABLE for Facebook and WhatsApp etc. So the pie is getting bigger not being chopped up. This seems like a
simple message point for us to work on.
2) We need a simpler "platform” story. I am not sure if simply say we are a ”platform for sharing” and that it is relevant
for people, businesses, developers and public figures. Then we can launch into that. The fact that we are engaging all of
these constituencies across our platform makes it more valuable.
3) M&A. A big concern expressed is that we are going to spend 5-10% of our market cap every couple years to shore up
our position. i like David’s answer that we think this is a ”point in time” where change is coming to the mobile
landscape. lhate the word ”land grab” but I think that is the best convincing argument and we should own that. I'd
probably tie this point to #1. Namely that smartphones are creating new, incremental opportunities for Facebook (and
app developers) and we are being aggressive about seizing that opportunity as it is transforming the communications
landscape.
4) Measurement. I think we should push to have a simple comparison of our measurement solution for brand vs.
television. That came up and our answer is weak.
5) Auto play. I think we need some real data to speak to the consumer reaction to auto play. I feel like this is a big focus for
investors but not clear where we think this is going. We need to tell the market where this is heading.
6) Graph search. I think we need to take the graph search talking points to another level. We have been saying the same
thing for a while. It’s just a weak story and I don’t think people are buying the ”we are investing in it” argument. Need
something more here.
HIGHLY CONFIDENTIAL TREATMENT REQUESTED FB-HJC‐ACAL-OOO45426

Amazon.com, Inc.
March 9, 2018
Attachment 4(c) - 5
From: Bezos, Jeff
To : Limp, Dave
Cc: Krawiec Peter' lgomorous. Nick; Helbling, Jeff; Booms, Douglas
Subject: RE: Ring update
Date: Friday, December 15, 201? 1:36:03 PM
From: Bezos Jeff

Sent: Friday, December 15, 2017 10:35 AM
To: Limp, Dave
Cc: Krawiec Peter' Komorous, Nick: Helbling, Jeff; Booms, Douglas
We could immediately offer improved terms on tomorrow’s hundred million. For example, only a.
times preference instead of t h e ‑
From: Bezos Jeff

To: Limp, Dave
Cc: Krawiec Peter' Komorous Nick; Helbling, Jeff; Booms, Douglas
Maybe we should do the whole-ofthe first series E (the one that closes tomorrow) so we
don’t make the acquisition too expensive for ourselves.
From: Bezos, Jeff

To: Limp, Dave
Cc: Krewiec Peter; Komgreus, Nick; Helbling Jeff' Boems Douglas
I’d buy it right now.
From: Lime, Dave

To: Bezos Jeff
Cc: Krawiec, Peter; Komorous, Nick; Helbling, Jeff: Booms, Douglas
Subject: Ring update
J eff,
I want to provide you with an update on Ring. Corp Dev and our legal team

have been in regular contact with Ring over the past few weeks and just
learned that Ring has resolved its lawsuit with ADT. The t w o companies have
reached a binding settlement that gives Ring the perpetual rights to use the
Zonoff 21 Platform, which means that Ring can use the Zonoff team to continue
working on the Protect alarm system. _
We also have an update on Ring's financial performance. For the months of

September and October, the company
Ring ended October with ‑
paying subscribers, households, - t o t a l users and -active
devices. Ring has yet to close its books for November, but estimates that
revenue will come in -above plan ( but that EBITDA
wili be below budget. The company’s topline outperformance and bottom line
underperformance is largely attributable to increased marketing and QVC
promotions, which is a lower margin channel.
Since we last discussed with you, Ring has been moving forward with its Series
E round and now plans to raise a total of-in new capital at a pre‑
money valuation of - The company is going to close the first ‑
of the round tomorrow, with the remaining-closing sometime the in
next few weeks. All of the Series E shares would be entitled to a Ireturn if
there is an acquisition within 18 months, thereby making an acquisition more
expensive for non‐Series E investors during that timeframe.
In light of these recent developments we are considering a few options

including: 1) Move swiftly to put in an acquisition offer before the second
Series E closing, 2) Participate in the Series E round as a way to stay close, 3) Do
nothing and keep a close eye on them over the next year.
I am going to try to pull my team together early next week to form a more
definitive recommendation as some of the folks don’t have conviction yet. Let
me know if you would like to be in the room for any of that debate?
Dave‑

from: Mark Zuckerberg (‑
to: Mark Z u c k e r b e r g ( - _ .
time: Thu Apr 05 01:05:16 PDT 2012 (1333613116164)
subject: null
body
I just need to decide if we're going to buy lnstagram
. to: Mark Z u c kerberg(_,
0 time: Thu Apr 05 01:12:03 PDT 2012 (1333613523286)
0 subject: null
. body
We have this big issue right n o w because gaming is shifting from usto mobile platforms.
It's causing all this negative momentum in a bunch of ways around gamer overall user
engagement, ad spend from gamers, overall revenue, etc.
. to: Mark Z u c k e r b e r g ( _ ) .
- time: Thu Apr 05 01:13:53 PDT 2012 (1333613633057)
0 subject: null
. body
Pinterest and Foursquare are likely more valuable markets than photos.
CONFIDENTlAL F80015977
. to: Mark Z u c kerberg(_.
- time: Thu Apr 05 01:14:49 PDT 2012 (1333613689779)
0 subject: null
. body
Instagram can hurt us meaningfully without becoming a huge business though. For the
others, if they become big we'll just regret not doing them.
‐- Markzuckerberg<_,
time: Thu Apr 05 01:14:58 PDT 2012 (1333613698394)
subject: null
body
Or we can buy them then, or build them along the way.
time: Thu Apr 05 01:15:10 PDT 2012 (1333613710460)

subject: null
body
We're kind of already working on building some version of Foursquare.
Apple Ban Cop ca App , b Pe mi Apple Cop ca
10. Term and Termination. Apple may terminate orsuspend you as a registered Apple
Developer at any time in Apple's sole discretion. If Apple terminates you as a registered Apple
Developer. Apple reserves the right to deny your reappllcation at anytime in Apple’s sole
discretion. You may terminate your participation as a registered Apple Developer at any time. for
any reason, by notifying Apple in wnting of your intent to do so. Upon any termination or. at
Apple’s discretion, dispension, all rights and licenses granted to you by Apple will cease, including
your rightto access the Site, and you agree to destroy any and all Apple Confidential Information
that is in your possession or control. At Apple's request, you agree to provide certification of such
destruction to Apple. No refund or partial refund of any fees paid hereunder or any other fees will
be made for any reason. Following termination of this Agreement, Sections 1. 3‐5, 7 (out only for
degraded experience may be removed from the App Store at any time. so long as the duration specified by Apple for such usage). 10‐19 shall continue to bind the parties.
12. Use OI le Trademarks, - uree to follow Apple's trademark and

copyright guidelines as published at: ' - ‘esior3rdpaniesmml
(“Guidelines") and as may be modified ‐ . the marks “Appb,”
the Apple Logo, “Mac“, ‘rPhone.’ “iPod tou r - : - ile
"11. Apple Independent

Independent Development. Nothing in this Agreement will impair
Development. Nothing impair
Apple’s right to develop, acquire, license, market, promote or distribute products,
license, market, products,
software or technologies that perform
perform the same
same or similar functions as,
as, or otherwise
compete with, any
any other products,
products, software or technologies that you
you may
may develop,
produce, market, or distribute. In the absence of a separate written agreement to the
contrary, Apple will be free to use any information, suggestions or
recommendations you provide to Apple pursuant to this Agreement for any purpose,
subject to any applicable patents or copyrights. "
30
Outlook E-mail
From:
Sent: 4/3/2012 3:57:08 PM
To: Mark Zuckerberg
Cc: Chris Cox
Subject: Sync from time to time
Hey Mark,
There have been some items lately that made me wonder whether it would make sense for usto stay in sync / get your
input from time to time. These are some examples:
0 Data ‐ we just hired - t h e zynga guy). Getting o u r data in great shape is going to require effort / some
engineering time across the key product orgs. I have a clear idea of the most pressing issues, but would love to
make sure you are aligned with the vision
0 Competitive research. We have some good progress on the web front with the comscore data / we think we
can build our own custom mobile panel pretty fast (with some significant investment in $5/ resources). Visibility
into this data will allow us to get 10x better at understanding the mobile web / ecosystem. I keep seeing the
same suspects (instagram, pinterest, ...) both on o u r competitive radar / platform strategy as wins, which is
an ’interesting’ dynamic. I think having the exact data about their users engagement, value they derive from FB,
etc... would help us make more bold decisions on whether they are friends or foes. Back to your thread
about ’copying’ vs. ‘innovating' we could also use this info to inspire our next moves...
0 Mobile pricing in emerging markets ‐ your thread with questions on mobile pricing while you were in China /
the latest discussions regarding low end phones are some areas where we have been focused over the past
couple of years on the growth side (investing in snaptu, working with operators in all emerging markets to drive
zero rating, etc...). I would love to hear where your thoughts are on this area / what we could do on mobile to
win an edge over the competition.
0 Monetization strategy/ engagement ‐ so far we have been pretty agnostic about monetization when driving
growth / engagement. I would love to hear whether this is something you want to revisit
Last thing I want is to be on the negative side of your ROI calculations on how you spend y o u r time (@zero time I was
on the safe side ;)), so no worries at all if you have other more important stuff going on and think this does not make
sense. That said, if these types of topics warrant 20 / 30 mins of your time every couple of weeks or more (we can do it
over a walk or something so that we get some fresh air) I would be thrilled to do it. If we see it does not make sense, or
you think there are better formats (e.g. review specific topics you are interested with the team, etc...) we can modify it /
just cut it.
Lmk what you think,
We were a.top bookseller on Amazon.com,
and we worked day-and‐night very hard
towards growing our business and
maintaining a 5‐star feedback rating with,
um, 99 positive reviews. And, uh, most
importantly, this business feeds a total of 14
people, which includes three children and
one 90-year‐old granny.
17
Sales Share, 2019
1 . Amazon
2. eBay
- u %
3. Walmart
- 4.6%
4. Apple
-3.8%
5. The H o m e Depot
. 1.7%
6. Costco
l1.3%
7. Wayfair
l 1.3%
8. Qurate Retail G r o u p
l 1.3%
9. Best B u y
l1.3%
10. Macy's
I1.2% eMa ke e , Ma
eMarketer, May 2020
2020
18
18
Amazon Bookseller’s Plea
And we have contributed that much

proportional seller fees to Amazon. We have
contributed that much to your business‐five
times. We followed all the rules that were set
by you. We, we‐please you know just help
us in earning o u r livelihood.
19
From: Parker, Allen [/O:AMAZON/OU=F|RST ADMINISTRATIVE GROU P/CNzREClPIENTS/CNzALLENP]
Sent: 10/11/2017 4:48:49 PM
Subject: Fwd: Notes: 10 10 Ring and Blink M & A discussion
Flag: Follow up
FYI only
There was an ad hoc meeting around t w o opportunities in the camera space with JeffB yesterday. He asked
that we look at both. Let me know if you would like me to setup lime to discuss with you
From: "Helhling, left“

Date: October 1l, 2017 at 3:28:06 PM PDT
"Komorous,
"Volkert, Erich"
"Krawiec, Peter"
"Parker, Allen"
Cc: "Booms, Doug as
Subject: Notes: IO/IO Ring and B l m k M A discussion
Main takeaways, next steps:

1. Greenlight on Blink - move forward with deal.
2. Also m o v e forward with Ring due diligence - come back with updated recommendation beiore we write a big
check.
Additional notes:
3. Two senses matter - eyes and ears.
4. Blink feels like a no-brainer.
5. Ring is harder, just in terms of total dollars. But they are doing something right given happy customers and high
growth rate.
6. Feel good about moving forward with Ring due diligence, willing to pay for market positior as it’s hard to catch
the leader.
7. In terms of current sales, Arlo is #1, followed by Ring, then Nest, then Blink.

From: Wilke, Jeff
To : Landry, Stephenie
CC: Herrington, Doug
Sent: 11I1OI2010 12:09:20 PM
Subject: RE: Key Amazon Mom Metrics since Launch
Git. Maize sure we get adzinia’s comoiete attention.

Thanks
JAW
From: Landry, Stephenie
Sent: Wednesday, November 10, 2010 12:09 PM
To: Wilke, Jeff
Cc: Herrington, Doug
We asked M o m s during the focus groups what tynes of quesnons they wanted to be asked to improve the targeting of our offers (for example: that was where
the hreastteeding/farmuia question came from).
AdZinia knows what advertisers want, but thel Moms have some interests as weli. The answers to these questions should be used for both on~site
merchandising and Ari-targeting, so i think working on these questions together makes sense.
5L
From: Wilke, Jeff
Sent: Wednesday, November 10, 2010 12:02 PM
To: Landry, Stephenie
Thanks. Why did you draft the questions? Don’t we want to know which questions will heip Adzinla sail the most ads?
JAW
Sent: Wednesday, November 10, 2010 11:57 AM
To: Wilke, Jeff
Updates in red:
Additional queshons we'll ask Moms to answer so that we can optimize our ad targeting?
1.We have drafted the questions, sent them to Adzinia for review, and have told the Fresh team {who is our technicai resources} that we want to get
this code change in this year. Sowe have a plan to iauricliu but not a firm date yet. We should have a firm date next w e e k .
9roposed Additional Questions:
1. if the member selects 'exaer.ting’, ask if she has an Amazon ltragistry already or is inttirasted in starting= one.
2.1nterest9d in receiving offers from?
1. 1I=st other Amazon categories aniline“ vendorsi
3.What brands do you use most for your chiid?
1. List a few t o p brands in seiect categories.
4. Are you most interested in:
1. Disposable Diapers/Cloth Diapersjsoth
2. BteastfeedinngormtiiafBoth
5, Do you have a net?
1 if yes, (elite-ct type and name
[After the member enters their c. . ren‘s birthdays. prompt with reievant high-ticket items upon S i g n - u p ”do you have an infant car seat yet?"]
-% of customers where we have a birth date for baby?
1.1'3'3’6 of Airiazon M o m rrienibers have nr‘ovideci complete birthday data. N i t ; have not provided b i r t h data data. We launched a change iast week,
and it is now required that new members suppiy this information to join ----50 this metric wili oniy increase going forward aswe build the
membtr base.
Customers who rovided... Customers %Total

CompleteBirthday Information 231,018 72.856
Partial Birthday Information 453
No Birthd Information 85,957
TOTAL MOM MEMBERS 100.096
From: Wilke, Jeff

Sent: Wednesday, November 10, 2010 11:38 AM
To: Landry, Stephenie
Where are the updates on:
-Additional questions we'li ask Morris to answer so that we can optunize our ad targeting?
-% of customers where we have a birth date for baby?
Thanks
IAW
S e n t : Tuesday, November 09, 2010 10:23 PM
To: Landry, Stephenie; Orensteln, Natalie; Wilke, Jeff; Herrington, Doug; Olsavsky, Brian; MacDonald, Ripley; Kalles, Kirstin; Pettifor, Erin; Todaro, Julie; Schwietzer,
W M e e m s
' ‘ “ams, Rich
,
Brian; Tipton, Rory; amazon-mom-core@amazon.com; Anderson, Land; Stephens, Erica; Griffith,

Gordon; Dalmia, Manish
Amazon M o m Update: Week 44
G gle D
Google mina e the
Dominates he Online Ad Ma ke
Market
Google share Google share Google share*
90-100% 50-60% 50-90%
Buy-side
Sell-Slde Ad Exchange Software
(DSP & self‑
service tools)
Publisher Advertiser
Example:
Washingtonpost.com
"l’“
"'
m '$,”“
"
Example:
local drycleaner
Middleman: Google has Middleman:
Routes Ad Space compared to a Google has compared to
to Exchanges stockexchange ”brokerage houses”
O eP
Online a
Platforms a dD
and a Advertising
Digital Ad e CMA Ma e S
Market d JJuly 1,
Study 1, 2020
2020
S a of G
Share Google Ad R
Revenues GGoing to G
Google
vs.. N -G
Non-Google P
Properties 2004-2019
100%
2004 2006 2008 2010 2012 2014 2016 2018 2019
Google properties [e.g., Search. YouTube] Non-Google properties [2+ million]
G A
Google Annual R
Reports from 2004 through 2019 (S
(Srinivasan,, 2020. Why G
Google D A
Dominates Advertising M .)
Markets.)
.
-
0
_
t0: Mark Z
. subject: null
0 body
f r o
u c k e r b e r g ( _ , _
m
time: Mon Apr 09 10:09:06 PDT 2012 (1333991346941)
: ‐
Wow, awesome news. I like that you're not killing the independent product. I love
instagram.
w4 MarkZuckerberg<_,
time: Mon Apr 09 10:51:24 PDT 2012 (1333993884473)
subject:
body
Yeah, I remember your internal post about how Instagram was our threat and not
Google+. You were basically right. One thing about startups though is you can ofien
acquire them. I think this is a good outcome for everyone.
CONFIDENTlAL FBOO16000

.
-
0
_
t0: Mark Z
. subject: null
0 body
f r o
u c k e r b e r g ( _ , _
m
time: Mon Apr 09 10:09:06 PDT 2012 (1333991346941)
: ‐
Wow, awesome news. I like that you're not killing the independent product. I love
instagram.
w4 MarkZuckerberg<_,
time: Mon Apr 09 10:51:24 PDT 2012 (1333993884473)
subject:
body
Yeah, I remember your internal post about how Instagram was our threat and not
Google+. You were basically right. One thing about startups though is you can ofien
acquire them. I think this is a good outcome for everyone.
CONFIDENTlAL FBOO16000

From: Wales, Chance
To : Herring-ton, Doug
CC: Rothman, Michele; Furphy, Tom; Nenke. David
Sent: 2/912009 8:51:19 PM
Subject: Re: Diapers.com - looked at them ever?
I’ll make sure we're matching and loop back,
On Feb 9, 2009, at7; 10PM, "i-Iemngron, Doug" _ wrote:
Good point. Let's keep this as an option to consider. First let's make sure we are 100% matched, then see if we feel we fled to go further.

To: Herrington, Doug; Furphy, Tom; Nenke, David; Wales, Chance
Sent: Mon Feb 09 18:58:53 2009
Subject: Re: Diapers.con1- looked at them ever?
BTW: when we first launched the toy and baby stores post TRU, we set up plichg rules that stated that if TRU was the lowest priced competitor, that we would match at a
5% discount.
If we want to be sharper on price to account for diapereoorn tree two day shipping, we could set up a rule that prices us but below them when they are lowest matched
competitor for the baby care octagon/7?
From: Herrington, Doug

To: Furphy, Tom; Rothman, Michelle; Nenke, David; Wales, Chance
S e n t : Mon Feb 09 18:35:27 2009
Subject: RE: Diapers.com - looked at them ever?
The story was that p e g g ' was; exploring why our baby mics were dorm so much. and she saw that they had a sale going on on tlreirsil‘e. And she. dunked the
pricing tml. and there- were no mumrrtimdutiqms. So she hand loaded a bunch ot’chariges.
l have no idea how long this sale has been going, on. Ejust looked on Alexa. and it looks like they "we had a boatload of traffic all Jen {for them): i l l beinterested if
anyone.um figure out where this is coming from.
Michelleand Tom: please anclittliat we are price matching (ignoring. SNS. aswe agreed) any diopersoom pricing. it'tliis puts us in the soup with P356 on their
pampem irrap price, sobc it We will pull them back out’ol' SNS it't’hey M i n t , Given that these guys are altering tree Eday shipping oneverything. price matching still
leaves us ” w h i m “ because of the stair-“er delivery speed. Pie-use verify tire-re are no gaps in our price matching for any MAP reasons. etc.
I)
From: Furphy, Torn

To : Harrington, Doug; Rothman, Michelle; Nenke, David; Wales, Chance
Subject: RE: Diapers.com - looked at: them ever?
I agree on all fruits, Doug. What was the wbr CM i ' stow that was fic1sreesirigi" What is toiled price matching? How did “ w e fail price matching“?
1have a food mmmtitiwo analysis nlxiiost ready to firmer-21. Will also have diapers in aday or h m .
I’m sure that r [JUN firifillmem costs are better than our slimmed costs. But that shrinrluln’t (later us in the near term we should mirrrcate out a better interim!
zrlltxmtimi to reflect our true costs (or at least recognize- the Iimitatims. o f m r current methodology).or we should keep driving ctllcicncrcs like “no sheltering
required". We should also make sure that webeat them to the direct “end-0L pmduclim‐iiiwdirwt‘rwmnsumer" model with P’&G.
They must a bigger l‘éth diaper customer than 115,81’td we. should RMDgllth) that as; we negotiate.
T
From: Hem‘nghon, Doug

To : Furphy, Tom; Rothman, Michelle; Nenke, David; Wales, Chance
Subject: FW: Diapers.com - looked at them ever?
“ d o not t o fi w r d “
More widow-r: these guys are our i i i short term competitor. {ks l’ve rncrttioned to mutants-1m. i think; we need to match pdeing on those guys no matter who: the
emit.
'l‘hey also otter Free “2-day shipping on any order over S49.

today’s whr story that CMrl‘ priee inatehihg failed for them was depressing.
Michelle“ please make it top priority to get the EMT matching back up and running tor them. And please verity that we are niatehing against everything they sell.
Al no plcase report haeh to why it failed for them and what we can do to audit it going tiiiiward.
Adding Chance: These guys are selling all ltrnds ot‘haby products. Please verify that they are in your external eoinpetitor match list aswell.
Michelle/il‘orn: we need a similar competitive overview of these guys aswe are doing for Costco. For both, l want to know how in any asins they are selling, and
where their price points are.
From: Herrington, Doug

S e n t : Monday, February 09, 2009 6:05 PM
To: Booms, Douglas; Nenke, David
Cc: Saito, Steven; Furphy, Tom
Subject: RE: Diapers.com - looked at them ever?
Adding Torn
They approached usa few years ago, asking about deliverii 1gdiapers for us asa dropshipper.
They are our bi st competitor in the diaper sparse. "l'hey keep the pressure on pricing on us. They apparently have lower fulfillment costs than we have (or are
allocated). They a ,a merchant on our Silt), with a few asins,
They also recently installed l i l VA rnateiial handling equipment in their F C , .. whieh we‘ve been looking at.
l’m inter; "ted. At the numbers bet ow they may he giving us a run for our money. we can apprsiiaeh them through the 6“we would he willing to explore a range ot‘
relatitfinships” i igle,
From: Booms, Douglas

S e n t : Monday, February 09, 2009 5:59 PM
To : Harrington, Doug; Nenke, David
Cc: Saito, Steven
Subject: Diapers.com ‐ looked at them ever?
Herrington and Nenke,
How are you guys doing? A couple of things.
First of all, have we ever looked at Diaperscom? They participated in the eToys auction (were quite aggressive actually, but didn’t win anything) and in the process
had to expose some details about the company that were intriguing. Most notably their growth. Check it out:
Founded Jan 2005
Currently has sales over $150MM
650,000 registrants
Sales History:
2005 $2.5MM
2006 $1 l M M
2007 $ 3 6 M M
2008 $ 8 9 M M
2009 (projected): $172MM
Company has $12MM in cash.
Funding raised $17MM to date from Bessemer and Accel and others.
Good growth, no? Would be expensive, but do you think there is a pony in there? Could be aninteresting fit with Fresh in some ways. Ie. Diaper delivery, baby

products delivery on short time frame. Just brainstorming. Let me know your thoughts on that category and if you think it has legs. They were aggressively bidding at
the eToys auction, soI think they are feeling they may need to branch out into other categories.
DB

From: Gunningham, Sebastian [/O=AMAZON/OU=FIRST ADMINISTRATIVE GROUP/CN=RECIPIENTS/CN=SGUNNING]
Sent: 6/6/2016 10:16:29 AM
To: Harrington, Dou
CC: Wilke, Jeff
Subject: Re: supplier tenets
Missed one thing, I would add that there are x,000 suppliers around the world that do not get this choice... I am
talking about the apple, nikes and p&g, etc... We dont want to open that door, relationship has to be reseller.
On Jun 6, 2016, at 10:13 AM, Gunningham, Sebastian - wrote.
A few edits in italic. Maybe a bit long, but we can keep iterating. Added 5), not sure i like 6) as stated, tweaked
your 7....
From: "Harrington, Doug" _

Date: Thursday, June 2, 2016 at 7:04 PM
To: Jeff Wilke _, "Gunningham, Sebastian" _
Subject: Re: supplier tenets
Here's a v2 version ofthese supplier tenets.
Supplier Tenets
1. We aspire to have all suppliers on our website, with their full assortment available to our
customers with fast track promises and competitive prices.
2. We must have equal or better prices than SIC and 1Ccompetitors. We will give up non price
competitive selection from a supplier in the short t e r m to "hold out” for competitive pricing in
the long t e r m .
3. We want to have all the selection offered by SIC and ICcompetitors, with fast track
promises. We may give up partial selection or non fast track offers from a supplier in the short
t e r m to “hold out" for full selection parity and fast track offers in the long t e r m .
4. Our suppliers will use both Direct-to-Consumer (DTC) and Amazon-as‐Reseller (AAR) selling
options on our website. As long as we have fast track offers and price and selection parity with
SIC and ICcompetitors, we are indifferent if a supplier uses DTC or AAR selling options.
5. Suppliers are free to choose which of the t w o programs to participate in, under one rule: if it is determined
that an Amazon Customer has access to a lower price or selection off of Amazon, Amazon reserves the right to
force the supplier to either lower the price, provide the selection or enter the Amazon Reseller program.
Suppliers are free to use any combination of both programs for their selection, subject to the one rule.
6. We will adjust the financial terms of our DTC and AAR selling options to provide equivalent economics to
Amazon, regardless of which option a supplier uses.
(This probably means we would have to exit retail, certainly for 9096 of EUretail selection. Or it means lowering
rev shares for 3p to match retail profit, which is also an odd tenet, as it implies we know the million supply
chain profit combinations out there, which we dont. i would state this differently:
Both programs will have difierent cash flow, ordering and logistics benefits. Suppliers arefree to chose which
one, or combination, works for them, subject to the one rule. (This of course means that suppliers are free to
make as much money as they want, which in my book isfine, as long as the rule applies. The marketplace
dynamics make sure that over time, efficiencies are weeded out.)
7. We treat all suppliers as our Customers and Partners. Our supplier programs are self service, designed for all
suppliers to compete on a level playing field, surrounded by timely and competent service from Amazon. For
the Reseller platform, where Amazon negotiates a price with the Supplier, the theme would be: ”Amazon is
really tough on business terms ‐ but they are timely, competent and easy to work with. "
From: "Harrington, Doug“ < _ >

Date: Tuesday, May 31, 2016 at 9:18 AM
To: Jeff Wilke < , "Gunningham, Sebastian" <‑
Subject: supplier tenets
Jeff/Sebastian,
Coming out of our last MoA discussion, We been noodling on some ”tenets” to try and capture where we are
aligned. Per Sebastian's comments on another thread, i think it would be helpful to get away from the old
language of ”Vendor" and "Seller”. Below isa start. I’ve used the word ”Supplief' to mean anyone who has
product for sale on our website, regardless if they are a traditional vendor or seller.
Comments welcome on this start.
Supplier Tenets
1. We aspire to have all suppliers on our website, with their full assortment available to customers with fast
track promises and competitive prices.
2. We must have equal or better prices than SIC and lC competitors. We will give up non price competitive
selection from a supplier in the short t e r m to "hold out" for competitive pricing in the long term.
3. We want to have all the selection offered by SIC and ICcompetitors. We may give up partial selection from
a supplier in the short term to ”hold out" for full selection parity in the long term.
4. We want to have fast track offers on selection offered by SEC and ICcompetitors. We may give up non fast
track offers in the short t e r m to "hold out" for fast track offers in the long t e r m .
5. Our suppliers will use both Direct-to‐Consumer (DTC) and Amazon‐as‐Reseller (AAR) selling options on our
website. As long as we have fast track offers and price and selection parity with SIC and ICcompetitors, we
are indifferent if a supplier uses DTC or AAR selling options.
88035
in.
Diaper Customer P&L
535
Feb-10 Product Revenue Total Revenue Contribution Profit Units CP/Unit
£983
mowdomfi
2,303,655 2,208,209 (200,194) 62,306 (3.21)
3
2
N8
womdwm
3am
394,023 389,508 (14,542) 12,329 (1.18)
hwfidhw
92in
844,736 879,127 125,146 30,453 4.11
wfifimd
m¢m.mmm.m
9,915,128 9,933,946 895,067 252,410 3.55
3N
m
8gmsmgfi
_3m
55
p2u5s9
‐56
._.
.x:.
uom
Feb-09 Product Revenue Total Revenue Contribution Profit Units CP/Unit
wwwfihhrfi
$3th
mm};
1,751,959 1,773,284 (57,551) 44,736 (1.29)
32oN
38mfifiww
omméom
283,190 301,330 15,597 8,437 1.85
flEa
5}
mwwfimw
ma
$58
mg?
633,742 655,685 73,876 15,351 4.81
omefioflm
SquN
9,207,030
Duwifimd
9,314,847 225,007
812m
676,193 3.01
3om
3mmfinwfi
, 0
woommooo-0flI-ZON<_>_<
AMAZON-HJC-00057008
Outlook Email
From:
Sent: 4/4/2012 12:35:21 PM
To: Mark Zuckerberg
Cc: Chris Cox
Subject: RE: Sync from time to time
Thanks Mark ‐ Chris and I will coordinate to have time on some Fridays.

Se - riI 04, 2012 1:28 AM
To
Cc: Chris Cox
Subject: Re: Sync from time to time
Yeah, let's do it. We can find some time periodically during my weekly reviews to go over this stuff.
Hey Mark,
There have been some items lately that made me wonder whether it would make sense for us to stay in
sync / get your input from time to time. These are some examples:
0 Data ‐ we just hired- t h e zynga guy). Getting o u r data in great shape is going to require
effort / some engineering time across the key product orgs. I have a clear idea of the most
pressing issues, but would love to make sure you are aligned with the vision
0 Competitive research. We have some good progress on the web front with the comscore data /
we think we can build o u r o w n custom mobile panel pretty fast (with some significant investment
in Ss/ resources). Visibility into this data will allow us to get 10x better at understanding the
mobile web / ecosystem. I keep seeing the same suspects (instagram, pinterest, ...) both on o u r
competitive radar/ platform strategy as wins, which is an ‘interesting' dynamic. I think having the
exact data about their users engagement, value they derive from F8, etc... would help us make
m o r e bold decisions on whether they are friends or foes. Back to your thread about ‘copying'
vs. ‘innovating' we could also use this info to inspire o u r next moves...
0 Mobile pricing in emerging markets ‐ your thread with questions on mobile pricing while you
w e r e in China / the latest discussions regarding low end phones are some areas where we have
been focused over the past couple of years on the growth side (investing in snaptu, working with
operators in all emerging markets to drive zero rating, etc...). I would love to hear where your
thoughts are on this area / what we could do on mobile to win an edge over the competition.
0 Monetization strategy / engagement ‐ so far we have been pretty agnostic about monetization
when driving growth / engagement. I would love to hear whether this is something you want to
revisit
Last thing I want is to be on the negative side of your ROI calculations on how you spend your time (@zero
time I was on the safe side ,')), so no worries at all if you have other m o r e important stuff going on and
CONFIDENTIAL FBOOZ1611
think this does n o t make sense. That said, if these types of topics warrant 20/30 mins of your time every
couple of weeks or m o r e (we can do it over a walk or something so that we get some fresh air) I would be
thrilled to do it. If we see it does n o t make sense, or you think there are better formats (e.g. review
specific topics you are interested with the team, etc...) we can modify it / just cut it.
Lmk what you think,
CONFIDENTIAL F 80021 61 2
Outlook E‐mail
Sent: '28:10 AM
To:
Cc: Chris Cox
Subject: Re: Sync from time to time
Yeah, let's do it. We can find some time periodically during my weekly reviews to go over this stuff.
On Apr 3, 2012, at 357 p M , _ wrote:

Hey Mark,
There have been some items lately that made me wonder whether it would make sense for us to stay in sync / get
your input from time to time. These are some examples:
<!‐‐[if lsupportLists]‐‐>o <!‐‐[endif]‐‐>Data ‐ we justhirec_the zynga guy). Getting o u r data in

great shape is going to require effort / some engineering time across the key product orgs. I have a clear
idea of the most pressing issues, but would love to make sure you are aligned with the vision
<!‐‐[if lsupportLists]‐‐>o <l‐‐[endif]‐‐>Competitive research. We have some good progress on the web front
with the comscore data / we think we can build o u r o w n custom mobile panel pretty fast (with some
significant investment in Ss/ resources). Visibility into this data will allow us to get 10x better at
understanding the mobile web / ecosystem. I keep seeing the same suspects (instagram, pinterest, ...)
both on o u r competitive radar/ platform strategy as wins, which is an ‘interesting' dynamic. I think having
the exact data about their users engagement, value they derive from F8, etc... would help us make m o r e
bold decisions on whether they are friends or foes. Back to your thread about ‘copying' vs. ‘innovating' we
could also use this info to inspire o u r next moves...
<!‐‐[if lsupportLists]‐‐>o <l‐‐[endif]‐‐>Mobile pricing in emerging markets ‐ your thread with questions on
mobile pricing while you were in China / the latest discussions regarding low end phones are some areas
where we have been focused over the past couple of years on the growth side (investing in snaptu,
working with operators in all emerging markets to drive zero rating, etc...). I would love to hear where your
thoughts are on this area / what we could do on mobile to win an edge over the competition.
<!‐‐[if lsupportLists]‐‐>o <l‐‐[endif]‐‐>Monetization strategy / engagement ‐ so far we have been pretty

agnostic about monetization when driving growth / engagement. I would love to hear whether this is
something you want to revisit
Last thing I want is to be on the negative side of your ROI calculations on how you spend your time (@zero time I
was on the safe side ,')), so no worries at all if you have other m o r e important stuff going on and think this does
n o t make sense. That said, if these types of topics warrant 20/30 mins of your time every couple of weeks or
more (we can do it over a walk or something so that we get some fresh air) I would be thrilled to do it. If we see it
does not make sense, or you think there are better formats (e.g. review specific topics you are interested with the
team, etc...) we can modify it/just cut it.
Lmk what you think,
CONFIDENTIAL F8002161O
Amazoncom, Inc.
March 9, 2018
Attachment 4(c) - 11
From: Helbling, Jeff
To : Limp, Dave; Williams Robert' Komorous Nick' Hayes Brock; Volkert Erich; Tritschler Charlie“ Krawiec Peter;
Swartz Andrew; Jong, Susan' Parker Allen' Blackburn Jeff
Cc: Booms Douglas
Subject: Notes: 10/10 Ring and Blink M&A discussion
Date: Wednesday, October 11, 2017 6:28:06 PM
Main takeaways. next steps:

1. Greenlight on Blink - move forward with deal.
2. Also move fom‘ard with Ring due diligence - come back with updated recommendation before we write a big
check.
Additional notes:
3, Two senses matter - eyes and cars.
4. Blink feels like a no-brainer.
5. Ring is harder, just in terms of total dollars. But they are doing something ii ght given happy customeis and
high growth rate.
6. l’ eel good about moving toward with Ring due diligence. Willing to pay for market position as it's hard to
catch the leader.
7. in terms of cun‘ent sales. Arlo is #l._ Followed by Ring. then Nest. then Blink.

From: Wilke, .ieff [fO=AMAZON/OU=FIRST ADMINISTRATIVE GROUP/CN=RECIPlENTS/CN=WILKE]
Sent: 1/22/2015 12:37:01PM
To: Gunningham, Sebastian ;Piacentini, Diego [ _ ; Harrington, Deug
Subject: RE: "From China" Sales signals
Cool. Thanks
JAW
From: Gunningham, Sebastian

Sent: Thursday, January 22, 2015 11:24 AM
To: Wilke, Jeff; Piacentini, Diego; Herrington, Doug
Good question, asked the team to build the p/! as a standaione business...
From: Wilke, Jeff

To: Gunningham, Sebastian; Piacentini, Diego; Harrington, Doug
Awesome! PCP and ( J P income in 2015?
EAW
From: Gunningham, Sebastian

To: Wilke, Jeff; Piacentini, Diego; Herrington, Doug
Subject: "From China" Sales signals
Had a review of our “from China into .com, .eu and .jp" business. This is going to be big:
- GMS going to from Slb to 548 this year...

- i am told by many on the ground that the word is out: We are the place to sell globally. Not ebay, n o t aliexpress, not
taobao. Seems to be a lot of excitement on the ground. Our recruiting numbers are accelerating... going from 15K
sellers to 50K sellers by end of year.
- One of the themes is Chinese factories who have made stuff for Walmart and the likes for the past 20 years now
realize they have shot at building a brand themselves and selling directly to the world, without the intermediary... and
we are that vehicle.
- Lots of competitive dynamics between sellers that make this a very different animal for us. We are building local
TRMS, local TAM, local onboarding, local marketing, to aggressively better serve this population of sellers, in some cases
in the actual "taobao cities". Looks like o u r initiatives are also starting to affect prices down and getting closer to
aliepress also.
- Team has lots of new ideas which could make us the leader for sales into the world FBA adoption growing 200%+.
Lots of tech pieces to work on: returns, disbursements, counterfeit, performance, native language support, FBA
consolidation ideas, duplicates, asin matching, KYC, price competitiveness, detail page hijacking, etc etc.
- Of course, the risky downside to this is that USand EUbased sellers do not find this avalanche of China based
sellers very amusing. I have coached the team to be aggressive marketing in China to sell globally, but take a low key
approach in the import countries.
Anyway, just a heads up. 100+ people now focused on this fast growth business. Sebastian.
From:
From: Harrington, Doug
Herrington, Doug
To: Landry, Stephenie;
Wales, Chance; Landry, Nenke, David
Stephenie; Nanke, David
Sent:
Sent: 6/8/20101:38:14 PM
618/20101:38:14 PM
Subject: FW: Soap.com
FW:
I'm scheduling a deeper discussion with bezos on the topic: Plan to Win (esp w/in context of soap.com).
I'll
I ' l l craft
c r a f t a doc
d o c outline
o u t l i n e this
t h i s week
w e e k that
t h a t marries
m a r r i e s the
t h e thought
t h o u g h t below
b e l o w with
w i t h the
t h e "Plan
" P l a n to
t o Win"
W i n " we
w e used
u s e d with
w i t h JAW.
JAW.
One
O n e new initiative,
i n i t i a t i v e , in
i n response
r e s p o n s e to
t o Soap.com,
S o a p . c o m , that
t h a t I'd
I ' d like
l i k e sized
s i z e d ASAP is
i s "We match
m a t c h soap.com
s o a p . c o m and
a n d offer
o f f e r 2-day
2 ‐ d a y free
f r e e shipping
shipping
on
o n any
a n y H&B order
o r d e r over
o v e r $50"
$50"
I'll
I ' l l ask
a s k tara
t a r a to
t o set
s e t up
u p a few
f e w review
r e v i e w meetings
m e e t i n g s prior
p r i o r to
t o the
t h e bezos
b e z o s discussion.
discussion.
-----Original Message-----
From:
F r o m : Herrington,
H e r r i n g t o n , Doug
Doug
Sent:
S e n t : Tuesday,
T u e s d a y , June
J u n e 08,
0 8 , 2010
2 0 1 0 9:44
9 : 4 4 AM
AM
To:
T o : Bezos,
B e z o s , Jeff;
J e f f ; Wilke,
W i l k e , Jeff;
J e f f ; Piacentini,
P i a c e n t i n i , Diego;
D i e g o ; Hart,
H a r t , Greg;
G r e g ; Blackburn,
B l a c k b u r n , Jeff
Jeff
Subject:
S u b j e c t : RE:
R E : Soap.com
Soap.com
Soap.com
S o a p . c o m isi s the
t h e long
l o n g rumored
r u m o r e d expansion
e x p a n s i o n ofo f the
t h e diapers.com
d i a p e r s . c o m into
i n t o the
t h e hpc
h p c product
p r o d u c t space.
s p a c e . From
F r o m their
t h e i r announcements,
a n n o u n c e m e n t s , they
t h e y will
will
be
b e launching
l a u n c h i n g a 25k 2 5 k SKU assortment
a s s o r t m e n t of
o f hpc
h p c product
p r o d u c t ono n July
J u l y 1st.
l s t . The
T h e assortment
a s s o r t m e n t can
c a n beb e accessed
a c c e s s e d via
v i a a new n e w front
f r o n t door
d o o r called
called
"soap.com",
" s o a p . c o m " , but
b u t from
f r o m screen
s c r e e n shots
s h o t s they
t h e y released,
r e l e a s e d , iti t will
w i l l beb e a •tab"
" t a b “ ono n diapers.com
d i a p e r s . c o m that
t h a t can
c a n beb e accessed
a c c e s s e d through
t h r o u g h diapers.com
diapers.com
as
a s well.
w e l l . ItI t looks
l o o k s like
l i k e soap.com
s o a p . c o m and
a n d diapers.com
d i a p e r s . c o m will
w i l l share
s h a r e identity,
i d e n t i t y , cart,
c a r t , ordering
o r d e r i n g thresholds,
t h r e s h o l d s , etc
e t c ••
. . They
T h e y have
h a v e promised
promised
hpc
h p c pricing
p r i c i n g that
t h a t is i s competitive
c o m p e t i t i v e with
w i t h offline
o f fl i n e prices.
p r i c e s . They
T h e y will
w i l l maintain
m a i n t a i n the
t h e same "free " f r e e 1-2
1 ‐ 2 day
d a y shipping
s h i p p i n g on
o n orders
o r d e r s over
o v e r $49"
$49"
that
t h a t they
t h e y currently
c u r r e n t l y have
h a v e ono n diapers.com.
diapers.com.
Given diapers.cam's strength and competencies, soap.com is our most significant short term competitor in the hpc space.
What are we doing?
1. We have already initiated a more aggressive "plan to win" against diapers.com in the diaper/baby space, which includes
market leading pricing on diapers ("double your SNS discount to 30% off diapers and wipes"), a free PRIME offering for new
Moms, and a structured and marketed "Amazon Mom" program". Per Greg's suggestion on Friday, we are scheduling some time to
review this with you. To the extent this plan undercuts the core diapers business for diapers.com, it will slow the
adoption of soap.com.
2.
2 . Ensure
E n s u r e price
p r i c e and
a n d selection
s e l e c t i o n parity
p a r i t y with
w i t h the
t h e soap.com
s o a p . c o m assortment
a s s o r t m e n t ata t launch.
l a u n c h . This
T h i s is
i s table-stakes,
t a b l e ‐ s t a k e s , but
b u t we
w e are
a r e gearing
g e a r i n g up
up
CMT and
a n d our
o u r vendor
v e n d o r managers
m a n a g e r s to
t o ensure
e n s u r e we
w e have
h a v e pricing
p r i c i n g and
a n d selection
s e l e c t i o n parity
p a r i t y day
d a y 1 ofo f their
t h e i r launch.
launch.
3.
3 . Improve
I m p r o v e ouro u r HPC assortment's
a s s o r t m e n t ' s value
v a l u e anda n d attractiveness
a t t r a c t i v e n e s s to t o customers.
c u s t o m e r s . There
T h e r e are
a r e two
t w o 'weak
' w e a k spots'
s p o t s ' in
i n our
o u r current
c u r r e n t HPC
offering
o f f e r i n g that
t h a t can c a n beb e exploited
e x p l o i t e d byb y savvy
s a v v y competitors.
c o m p e t i t o r s . First,
F i r s t , our
o u r price
p r i c e matching
m a t c h i n g aggressively
a g g r e s s i v e l y matches
m a t c h e s online
o n l i n e competitors,
c o m p e t i t o r s , but
but
in
i n HPC the t h e price
p r i c e leaders
l e a d e r s are
a r e the
t h e offline
o f fl i n e prices
p r i c e s of o f mass
m a s s merchants
m e r c h a n t s and
a n d some conventional
c o n v e n t i o n a l grocers.
g r o c e r s . This
T h i s isi s especially
e s p e c i a l l y true
t r u e in
in
heavy/bulky
h e a v y / b u l k y items
i t e m s like
l i k e paper
p a p e r towels,
t o w e l s , toilet
t o i l e t paper,
p a p e r , anda n d laundry
l a u n d r y detergent.
d e t e r g e n t . Second,
S e c o n d , wew e sell
s e l l bundles
b u n d l e s of
o f many
m a n y products
p r o d u c t s people
people
would
w o u l d prefer
p r e f e r to t o buy
b u y asa s eaches
e a c h e s (e.g.,
( e . g . , shampoo,
s h a m p o o , toothpaste,
t o o t h p a s t e , makeup).
m a k e u p ) . Even
E v e n where
w h e r e our
o u r pricing
p r i c i n g is i s great,
g r e a t , many
m a n y customers
c u s t o m e r s balk
b a l k at
at
the
t h e "multi
" m u l t i pack
p a c k bundles"
b u n d l e s " wew e require.
r e q u i r e . We've
W e ' v e hadh a d twot w o recent
r e c e n t competitors
c o m p e t i t o r s try
t r y to
t o exploit
e x p l o i t these
t h e s e weaknesses:
w e a k n e s s e s : alice.com
a l i c e . c o m anda n d now
soap.com
s o a p . c o m (while
( w h i l e drugstore.com
d r u g s t o r e . c o m offers
o f f e r s eaches,
e a c h e s , their
t h e i r pricing
p r i c i n g isi s much
m u c h higher
h i g h e r than
t h a n usu s oro r offline).
o f fl i n e ) . While
W h i l e we
w e find
fi n d no n o evidence
evidence
that
t h a t alice.com
a l i c e . c o m has h a s gotten
g o t t e n traction
t r a c t i o n with
w i t h vendors
v e n d o r s or o r customers,
c u s t o m e r s , and
a n d can't
c a n ' t see
s e e ana n economic
e c o n o m i c model
m o d e l for
f o r them
t h e m that
t h a t pencils
p e n c i l s out,
out,
soap.com
s o a p . c o m feels
f e e l s likel i k e a morem o r e credible
c r e d i b l e threat.
threat.
Several
S e v e r a l weeks
w e e k s ago,
a g o , we
w e initiated
i n i t i a t e d two
t w o new
n e w efforts
e f f o r t s in i n HPC to t o begin
b e g i n improving
i m p r o v i n g these
t h e s e 'weak
' w e a k spots'
s p o t s ' and
a n d testing
t e s t i n g the
t h e customer
customer
responsiveness
r e s p o n s i v e n e s s tot o see
s e e how
h o w aggressively
a g g r e s s i v e l y wew e canc a n move
m o v e ini n these
t h e s e new
n e w directions.
d i r e c t i o n s . TheT h e two
t w o efforts
e f f o r t s are
a r e 'heavy/bulky
' h e a v y / b u l k y offline
o f fl i n e price
price
matching'
m a t c h i n g ' and
a n d 'selective
' s e l e c t i v e eaches'.
e a c h e s ' . For
F o r 'heavy/bulky
' h e a v y / b u l k y offline
o f fl i n e price
p r i c e matching'
m a t c h i n g ' wew e have
h a v e focused
f o c u s e d on o n P&G's
P & G ' s power
p o w e r brands
b r a n d s ofo f Tide,
Tide,
Charmin,
C h a r m i n , and
a n d Bounty.
B o u n t y . We
W e haveh a v e been
b e e n price
p r i c e matching
m a t c h i n g to t o walmart
w a l m a r t and
a n d target
t a r g e t instore
i n s t o r e pricing,
p r i c i n g , as a s wew e find
fi n d in i n circulars
c i r c u l a r s and
a n d some
some
instore
i n s t o r e check.
c h e c k . WeW e match
m a t c h on o n base
b a s e price
p r i c e (excluding
( e x c l u d i n g Subscribe
S u b s c r i b e and
a n d Save
S a v e discount).
d i s c o u n t ) . Offline,
O f fl i n e , theset h e s e are
a r e P&G's
P & G ' s biggest
b i g g e s t volume
volume
movers.
m o v e r s . WeW e want
w a n t to t o see
s e e ifi f wew e can
c a n build
b u i l d large
l a r g e subscriber
s u b s c r i b e r bases
b a s e s ini n these
t h e s e heavy/bulky
h e a v y / b u l k y items,
i t e m s , anda n d use
u s e those
t h o s e shipments
s h i p m e n t s toto
baseload
b a s e l o a d delivery
d e l i v e r y ofo f other
o t h e r product.
p r o d u c t . For
F o r 'selective
' s e l e c t i v e eaches',
e a c h e s ' , we
w e area r e debundling
d e b u n d l i n g our
o u r most
m o s t customer-unfriendly
c u s t o m e r - u n f r i e n d l y mutlipacks,
m u t l i p a c k s , and
and
testing
t e s t i n g the
t h e sales
s a l e s (and
( a n d CP) impact i m p a c t of
o f moving
m o v i n g back
b a c k to t o eaches.
e a c h e s . We
W e will
w i l l adjust
a d j u s t and
a n d perhaps
p e r h a p s accelerate
a c c e l e r a t e this
t h i s effort
e f f o r t ini n response
response
to
t o the
t h e specific
s p e c i fi c eaches
e a c h e s offered
o f f e r e d byb y soap.com.
soap.com.
Doug
Doug
-----Original Message-----
From:
F r o m : Bezos,
B e z o s , Jeff
Jeff
Sent:
S e n t : Tuesday,
T u e s d a y , June
J u n e 08,
0 8 , 2010
2 0 1 0 7:20
7 : 2 0 AM
AM
To:
T o : Wilke,
W i l k e , Jeff;
J e f f ; Piacentini,
P i a c e n t i n i , Diego;
D i e g o ; Herrington,
H e r r i n g t o n , Doug;
D o u g ; Hart,
H a r t , Greg;
G r e g ; Blackburn,
B l a c k b u r n , Jeff
Jeff
Subject:
S u b j e c t : Soap.com
Soap.com
There's
T h e r e ' s a techcrunch
t e c h c r u n c h post
p o s t yesterday
y e s t e r d a y about
a b o u t diapers.cam's
d i a p e r s . c o m ‘ s parent
p a r e n t co
c o launching
l a u n c h i n g soap.com.
s o a p . c o m . Tens
Te n s of
o f thousands
t h o u s a n d s of
o f skus.
s k u s . What
W h a t do
d o we
we
make of o f this?
this?

to- 4 m Zuc kerberg_,
tirhe: Sun Jan 08 19:59:42 PST 2012 (1326081582332)
subject:
body
I'm trying to figure out what the company goals should be, and what I really want to
focus on is mobile growth and app usage growth.
From: Sierra, Cristobal
To : Gunter, Sarah Jane
00: Nenke. David
Sent: 41512010 9:23:31 AM
Subject: RE: other diaper questions
Attachments: DiaperCustomersPLpdr; Diapers CP Feb 08-10,pdl
Hi Sarah Jane,
Below is the table For SnS units in February, The total is being driven by Seventh Gen, since 75% of their units are. Er! SnS. i am also enclosing 1. the Diaper 9&1
including the 2088 numbers and 2, The profitability for Diaper customers. Dueto the srze of the flora-diaper population 1am having issues with the cruel-flit has
been timing out) but l a m hoping to send that iater today. Regarding your requests below, Mindy and i will work on this and will send it out as soon as passible.
Diapers - Units
_ SnS Total SnS%
From: Gunter, Sarah Jane

Sent: Sunday, April (14, 2010 10:30 PM
To : Sierra, Cristobal
Cc: Nenke, David
Subject: other diaper questions
Cris‑
Looking forward to the data on purchases and CPfrom diaper customers on Monday. I have 2 other questions in the meantime:
1_What’s our total 2010 CPPU plan for diapers? For P&G diapers?
2. What % of 2008 diapers customers are prime and have remained prime? (i’m asking this b/c I'm thinking that ifthe CPfrom non‐diapers purchases ofthe
2008flrst-time diaper buyers doesn't cover the CPloss on diapers, we can use the data we have on order growth from prime customers to illustrate the
growing value of these customers)
Thanks again for your help,
Sarahlane
Sarah Jane Gunter

Grocery & Gourmet
Amazoncom

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Joan Braddi

From: Joan Braddi

hello Joan & Jim,

1) Pursue Chrome as default aggressively

My thoughts on this are below:

1) I agree... focus on Chrome as default

GOOGLE - CONFIDENTIAL TREATMENT REQUESTED GOOG-HJC-01099367

A commitment to reinventing ourselves

GOOGLE - CONFIDENTIAL TREATMENT REQUESTED GOOG-HJC-01099368

Remedy/Initiative to address: In order breakthrough this, we have to be comfortable with

Steps to make Universal Search successful

Observation: To improve comprehensiveness and support Universal Search we plan to grow

Remedy/Initiative to address: Invest in ranking excellence of a two-tiered index. A richer

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Deeper understanding of structured data

Observation: For Google - t o be successful and to surface on Google.com with any

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Which international markets are in trouble?

Remedy/Initiative to address: Address lack of content by building systems to encourage

Observation about coverage: We lose in markets where we don't achieve comprehensiveness.

Remedy/Initiative to address: Expand coverage in Spanish and Turkish.

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[ l ] Kamvar, Schlosser, Garcia‐Molina. The EigenTrust algorithm for reputation Management in

[2] At approximately 300mm pageviews per day (extrapolated from

Appendix: Vertical Analysis

Myspace page view growth reaches 2B

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"2013 r: J an Apr Jul

Almost 11% of traffic to Google.com was previously at MySpace

Social networking traffic growth Via Google Trends

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GOOGLE - CONFIDENTIAL TREATMENT REQUESTED GOOG-HJC-01099377

US Category Growth by Unique Visitors, S e p t 2005-Sept 2006

160 7 n Sep-05 [3 Mar-06 I Sep-OG

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ElSep-OS El Mar-06 I Sep-06

Appendix: Universal Architecture

important that this project get staffed and underway soon.

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Universal Datacenter: TeraGoogIe

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Subject: Re: Fwd: Fw: 2/1 ‐ AdX Follow‐up

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Let me know if you have any further questions.

On Mon, Feb 8, 2010 at 10:14 AM, Henrique DE Castro ‐ w r o t e :

From. Susan Wo CICkI

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---------- Forwarded message --‐---‐--‑

From: Lexi Reese

Henrique, Eileen, Barry,

0 37% of clients are spending 100 - 200% of v1 levels

Our focus actions are:

1. SELL - migrations, new accounts, specifically focused on high value (go/adxhighvalue)

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Pls. let us know if you have questions/thoughts.

On Mon, Feb 1, 2010 at 10:36 PM, Lexi Reese _ wrote:

Pls let us know if you have questions,

GOOGLE - CONFIDENTIAL TREATMENT REQUESTED GOOG-HJC-02079167

GOOGLE - CONFIDENTIAL TREATMENT REQUESTED GOOG-HJC-02079168

google.com integration as a foundation rather than an afterthought

Assemble the right cross-functional team to create a successful product