FCA US LLC ANSWER AND AFFIRMATIVE AND/OR OTHER DEFENSES TO PLAINTIFFS’ THIRD AMENDED CLASS ACTION CO

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IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF MICHIGAN PAMELA WILLIAMS CARTHENS, LEVEN WEISS, J.D., CLARENCE PRESLEY II, ELLIS JEFFERSON, DARLENE COLLINS, TRACY FITZPATRICK, and ROBERT JOHNSON, on behalf of themselves and all others similarly situated,

CASE NO. 17-10097 HON. LAURIE J. MICHELSON CLASS ACTION

Plaintiffs, vs.

FCA US LLC, Defendant.

AKEEL & VALENTINE, PLC Shereef H. Akeel (P54345) Hasan Kaakarli (P81099) Adam S. Akeel (P81328) 888 W. Big Beaver Road Suite 910 Troy, MI 48084 (248) 269-9595 shereef@akeelvalentine.com hasan@akeelvalentine.com adam@akeelvalentine.com

MILLER, CANFIELD, PADDOCK & STONE, P.L.C. Jerome R. Watson (P27082) Brian M. Schwartz (P69018) 150 W. Jefferson Ave., Suite 2500 Detroit, MI 48226 (313) 963-6420 Watson@millercanfield.com Schwartz@millercanfield.com LITTLER MENDELSON, P.C. Daniel E. Turner (Ga. Bar No. 719330) Tasha K. Inegbenebor (Ga. Bar. No. 382905) Jacqueline Phipps Polito (Bar #2582690) 3344 Peachtree Road N.E., Suite 1500 Atlanta, GA 30326 (404) 233-0330 dturner@littler.com Admitted to the Eastern District of Michigan on June 23, 2011 jpolito@littler.com Admitted to the Eastern District of Michigan on May 18, 2017 tinegbenebor@littler.com Admitted to the Eastern District of Michigan on May 11, 2017

PITT, MCGEHEE, PALMER & RIVERS, PC Michael L. Pitt (P24429) Cary S. McGehee (P42318) Megan A. Bonanni (P52079) Robert W. Palmer (P31704) Beth M. Rivers (P33614) 117 West Fourth Street, Suite 200 Royal Oak, MI 48067 (248) 398-9800 mpitt@pittlawpc.com cmcgehee@pittlawpc.com mbonanni@pittlawpc.com rpalmer@pittlawpc.com brivers@pittlawpc.com

Attorneys for Defendant Attorneys for Plaintiffs

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DEFENDANT FCA US LLC’s ANSWER AND AFFIRMATIVE AND/OR OTHER DEFENSES TO PLAINTIFFS’ THIRD AMENDED CLASS ACTION COMPLAINT NOW COMES Defendant, FCA US LLC (“FCA US” or “Defendant”)1, through its counsel, Littler Mendelson, P.C. and Miller, Canfield, Paddock and Stone, P.L.C., and hereby answers Plaintiffs’ Third Amended Class Action Complaint (“TAC”) 2 as follows:

Unnumbered Paragraph: NOW COME Plaintiffs, PAMELA WILLIAMS CARTHENS, LEVEN WEISS, J.D., CLARENCE PRESLEY II, ELLIS JEFFERSON, DARLENE COLLINS, TRACY FITZPATRICK, and ROBERT JOHNSON (“Plaintiffs” or “Class Representatives”), individually and on behalf of all others similarly situated, by and through their attorneys, AKEEL &

1

FCA US LLC was previously named Chrysler Group LLC. See United States Securities and Exchange Commission, Form 8-K, FCA US LLC (filing date 201412-16). On June 10, 2009, Chrysler Group LLC, a newly-formed limited liability company, purchased certain assets of Chrysler LLC (subsequently known as Old Carco LLC) and its 24 affiliated debtors, which on April 30, 2009 had filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code. See Master Transaction Agreement dated April 30, 2009. Chrysler LLC was previously known as DaimlerChrysler Company LLC, which was previously DaimlerChrysler Corporation, which was previously known as Chrysler Corporation, and shall be referred to herein, collectively, as “FCA US” or the “Company.”

2 FCA US contends that Plaintiffs and some or all putative class action members may be subject to binding arbitration agreements that require their claims to be pursued in individual arbitrations.

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VALENTINE, PLC, and PITT, MCGEHEE, PALMERS, & RIVERS, PC, and state as follows: ANSWER: In response to the unnumbered paragraph that appears before the section of the TAC titled “NATURE OF CLAIM,” FCA US admits only that “Plaintiffs” (as defined in that paragraph) purport to bring this action against FCA US “individually and on behalf of all others similarly situated,” and expressly denies the existence of any alleged similarly situated individuals.

Further

answering, FCA US denies all wrongdoing, denies that it engaged in any unlawful race discrimination, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state. FCA US further denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class, representative, or any other type of action, or that there are others similarly situated to Plaintiffs. FCA US denies all remaining allegations contained in the unnumbered paragraph that appears before the section of the TAC titled “NATURE OF CLAIM”.

Answer to Plaintiffs’ “Nature of Claim” 1.

This is a proposed class action for damages, declaratory, and

injunctive relief against Defendant, Fiat Chrysler Automobiles (hereinafter referred 3

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to as “FCA”), to redress the violations and threatened violations of the rights of Plaintiffs and the putative class they represent (collectively hereinafter “Class” or “Plaintiff Class”) under Title VII, the Elliott-Larsen Civil Rights Act (“ELCRA”), MCL 37.2101 et seq., and for Equal Rights Under the Law, 42 U.S.C. § 1981.

ANSWER: In response to the allegations contained in Paragraph 1 of the TAC, FCA US states that Plaintiffs’ characterization of the nature of this action, the damages they seek, the alleged wrongs they seek to redress, and the statutes they seek to invoke are all matters within Plaintiffs’ own province, to which no answer is required. To the extent an answer is required, FCA US denies all wrongdoing, denies that it engaged in any unlawful race discrimination, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. Further answering, FCA US admits only that Plaintiffs purport to bring this action against FCA US on behalf of “Plaintiffs and the class they represent” and seek other relief available under Title VII, under the Elliott-Larsen Civil Rights Act (“ELCRA”), MCL 37.2101 et seq., and under 42 U.S.C. § 1981 (the latter claim having been dismissed in its entirety). Further answering, FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan. FCA US further denies any claim or implication by Plaintiffs that this action is appropriately maintained as 4

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a class action, or any other type of action, or that there are others similarly situated to Plaintiffs. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 1.

2.

Plaintiff Class also seek compensatory damages against Defendant to

redress the violations and threatened violations of the rights of Plaintiff Class under Title VII, ELCRA, and 42 U.S.C. § 1981.

ANSWER: The allegations in Paragraph 2 of the TAC, consisting of the restatement of Plaintiffs’ contention that it seeks damages to address alleged violations of Title VII, 42 U.S.C. § 1981 (which has been dismissed in its entirety) and ELCRA, constitute matters within Plaintiffs’ own province to which no answer is required. To the extent an answer is required, FCA US denies all wrongdoing, denies that it engaged in any unlawful race discrimination, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan.

Further answering, FCA US denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class action, or any other type of action, or that there are others similarly situated to Plaintiffs. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 2.

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3.

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As Class Representatives, Plaintiffs PAMELA WILLIAMS

CARTHENS, LEVEN WEISS, J.D., CLARENCE PRESLEY II, ELLIS JEFFERSON, DARLENE COLLINS, TRACY FITZPATRICK, and ROBERT JOHNSON, respectively, seek to represent salaried, non-union African American employees who have been subjected to a systematic, adverse disparate impact, and pattern or practice of race discrimination described in this Complaint, stemming from specific, identifiable company policy utilized by Defendant in the evaluation and rating of employees which had a direct negative correlation on compensation, bonuses, promotions, privileges, benefits, and other terms and conditions of their employment.

ANSWER: The allegations in Paragraph 3 of the TAC, consisting of the restatement of Plaintiffs’ description of their intentions as to whom they allegedly wish to represent and alleged harms incurred, are matters falling within Plaintiffs’ own province to which no answer is required. To the extent an answer is required, FCA US denies all wrongdoing, denies that it engaged in any unlawful race discrimination, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan. Further answering, FCA US admits only that 6

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Plaintiffs purport to “represent” other employees in this action. FCA US further denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class action, or any other type of action, or that there are others similarly situated to Plaintiffs. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 3.

Answer to Plaintiffs’ “Parties” 4.

Plaintiff, PAMELA WILLIAMS CARTHENS, an African American,

was an employee of Defendant at all relevant times herein, and is a resident of the State of Michigan.

ANSWER: In response to the allegations contained in Paragraph 4 of the TAC, FCA US admits that Pamela Williams Carthens (“Carthens”) was an employee of FCA US, as defined in footnote 1 of this Answer, from September 1986 to January 2017, and, upon information and belief, is African American. FCA US states that it lacks knowledge or information sufficient to form a belief as to whether Carthens is a resident of the State of Michigan and therefore denies this allegation. Not knowing what Plaintiffs mean by “at all relevant times herein,” FCA US denies the allegation and leaves Plaintiffs to their proofs. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 4.

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5.

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Plaintiff, PAMELA WILLIAMS CARTHENS, began employment

with Defendant on or around September, 1986 and retired from the Company on or around January, 2017.

ANSWER: In response to the allegations contained in Paragraph 5 of the TAC, FCA US admits that Carthens began her employment with FCA US, as defined above in footnote 1 of this Answer, on or around September 1986, and was employed by FCA US until her retirement in January, 2017. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 5.

6.

Plaintiff, PAMELA WILLIAMS CARTHENS, has a degree

(Bachelor of Science) in Electrical Engineering and a Master’s in Business Administration, with a job classification of Mid-Level Professional.

ANSWER: In response to the allegations contained in Paragraph 6 of the TAC, FCA US admits that Carthens was classified as a Mid-Level Professional at FCA US at the time she retired, and, upon information and belief, Carthens has a Bachelor of Science in Electrical Engineering and a Master’s in Business Administration. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 6.

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7.

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Plaintiff, LEVEN WEISS, J.D., an African American, is an employee

of Defendant at all relevant times herein, and is a resident of the State of Michigan.

ANSWER: In response to the allegations of Paragraph 7 of the TAC, FCA US admits that Leven Weiss (“Weiss”) was an employee of FCA US, as defined in footnote 1 of this Answer, from December 1985 to March 2016, and, upon information and belief, is African American. FCA US states that it lacks knowledge or information sufficient to form a belief as to whether Weiss is a resident of the State of Michigan and, therefore, denies this allegation. Not knowing what Plaintiffs mean by “at all relevant times herein,” FCA US denies the allegation and leaves Plaintiffs to their proofs. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 7.

8.

Plaintiff, LEVEN WEISS, J.D., began employment with Defendant on

or around December, 1985 and retired from the Company on or around March 2016.

ANSWER: In response to the allegations contained in Paragraph 8 of the TAC, FCA US admits that Weiss began his employment with FCA US, as defined above in footnote 1 of this Answer, on or around December 1985 and retired on or around March 2016.

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9.

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Plaintiff, LEVEN WEISS J.D., has a degree in Business

Administration and is a Juris Doctor, with a job classification of Senior Manager.

ANSWER: In response to the allegations contained in Paragraph 9 of the TAC, FCA US admits that Weiss was classified as a Senior Manager on or about March 2016 when he retired from his employment with FCA US. FCA US states that, upon information and belief, Weiss has a degree in Business Administration and is a Juris Doctor. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 9.

10.

Plaintiff, CLARENCE PRESLEY II, an African American, is an

employee of Defendant at all relevant times herein, and is a resident of the State of Michigan.

ANSWER: In response to the allegations contained in Paragraph 10 of the TAC, FCA US admits that Clarence Presley II (“Presley”) is an employee of FCA US and, upon information and belief, is African American. FCA US states that it lacks knowledge or information sufficient to form a belief as to whether Presley is a resident of the State of Michigan and therefore denies this allegation. Not knowing what Plaintiffs mean by “at all relevant times herein,” FCA US denies the allegation and leaves Plaintiffs to their proofs. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 10.

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11.

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Plaintiff, CLARENCE PRESLEY II, began employment with

Defendant on or around March 1995 and remains employed today.

ANSWER: In response to the allegations contained in Paragraph 11 of the TAC, FCA US admits that Presley began his employment with FCA US, as defined in footnote 1 of this Answer, on or around March 1995 and remains employed today.

12.

Plaintiff, CLARENCE PRESLEY II, has a Bachelor’s degree in

Organizational Skills and a Master’s degree in Leadership, and has a job classification of Professional.

ANSWER: In response to the allegations contained in Paragraph 12 of the TAC, FCA US admits that Presley is classified as a Professional. Further answering, FCA US states that, upon information and belief, Presley has a Bachelor’s degree and a Master’s degree. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 12.

13.

Plaintiff, ELLIS JEFFERSON, an African American, is an employee of

Defendant at all relevant times herein, and is a resident of the State of Michigan.

ANSWER: In response to the allegations contained in Paragraph 13 of the TAC, FCA US admits that Plaintiff Ellis Jefferson (“Jefferson”) is an employee of FCA US, as defined in footnote 1 of this Answer, and, based upon information and belief, is African American. FCA US states that it lacks knowledge or information 11

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sufficient to form a belief as to whether Jefferson is a resident of the State of Michigan and therefore denies this allegation. Not knowing what Plaintiffs mean by “at all relevant times herein,” FCA US denies the allegation and leaves Plaintiffs to their proofs. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 13.

14.

Plaintiff, ELLIS JEFFERSON, began employment with Defendant on

or around February, 1994 and remains employed today.

ANSWER: FCA US admits that Jefferson began his employment with FCA US, as defined in footnote 1 of this Answer, on or around February 1994 and remains employed today.

15.

Plaintiff, ELLIS JEFFERSON, has a Master’s degree in Mechanical

Engineering, and has a job classification of Mid-level Professional.

ANSWER: In response to the allegations contained in Paragraph 15 of the TAC, FCA US admits that Jefferson is classified as a Mid-Level Professional. Further answering, FCA US states that upon information and belief, Jefferson has a Master’s degree in Mechanical Engineering. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 15.

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16.

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Plaintiff, DARLENE COLLINS, an African American, is an

employee of Defendant at all relevant times herein, and is a resident of the State of Michigan.

ANSWER: In response to the allegations contained in Paragraph 16 of the TAC, FCA US admits that Darlene Collins (“Collins”) is an employee of FCA US, as defined in footnote 1 of this Answer, and, based upon information and belief, she is African American. FCA US states that it lacks knowledge or information sufficient to form a belief as to whether Collins is a resident of the State of Michigan and therefore denies this allegation. Not knowing what Plaintiffs mean by “at all relevant times herein,” FCA US denies the allegation and leaves Plaintiffs to their proofs. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 16.

17.

Plaintiff, DARLENE COLLINS, began employment with Defendant

on or around May 1989 and remains employed today.

ANSWER: FCA US admits that Collins began her employment with FCA US, as defined in footnote 1 of this Answer, on or around May 1989 and remains employed today.

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18.

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Plaintiff, DARLENE COLLINS, has a Bachelor’s of Science Degree

in Chemistry, a Master’s Degree in Business Administration, and has a job classification of Mid-level Professional.

ANSWER: In response to the allegations contained in Paragraph 18 of the TAC, FCA US admits that Collins is classified as a Mid-Level Professional. Further answering, FCA US states that, upon information and belief, Collins has a Bachelor of Science Degree in Chemistry and a Master’s Degree in Business Administration. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 18.

19.

Plaintiff, TRACY FITZPATRICK, an African American, is an

employee of Defendant at all relevant times herein, and is a resident of the State of Michigan.

ANSWER: In response to the allegations contained in Paragraph 19 of the TAC, FCA US admits that Plaintiff Tracy Fitzpatrick (“Fitzpatrick”) is an employee of FCA US, as defined in footnote 1 of this Answer and based upon information and belief, she is African American. FCA US states that it lacks knowledge or information sufficient to form a belief as to whether Fitzpatrick is a resident of the State of Michigan and therefore denies this allegation. Not knowing what Plaintiffs mean by “at all relevant times herein,” FCA US denies the allegation and

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leaves Plaintiffs to their proofs. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 19.

20.

Plaintiff, TRACY FITZPATRICK, began employment with

Defendant on or around February, 1995 and remains employed today.

ANSWER: FCA US admits that Fitzpatrick began her employment with FCA US, as defined in footnote 1 of this Answer, on or around February 1995 and remains employed today.

21.

Plaintiff, TRACY FITZPATRICK, has Associate’s degrees in

Paralegal Studies and Liberal Arts, a Bachelor’s degree in Legal Administration, a Master’s degree in Business Administration, and has a job classification of Midlevel Professional.

ANSWER: In response to the allegations contained in Paragraph 21 of the TAC, FCA US admits that Fitzpatrick is classified as a Mid-Level Professional. Further answering, FCA US states that, upon information and belief, Fitzpatrick has a Bachelor’s degree and a Master’s degree in Business Administration. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 21.

22.

Plaintiff, ROBERT JOHNSON, an African American, is an employee

of Defendant at all relevant times herein, and is a resident of the State of Michigan.

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ANSWER: In response to the allegations contained in Paragraph 22 of the TAC, FCA US admits that Plaintiff Robert Johnson (“Johnson”) is an employee of FCA US, as defined in footnote 1 of this Answer, and, based upon information and belief, is African American. FCA US states that it lacks knowledge or information sufficient to form a belief as to whether Johnson is a resident of the State of Michigan and therefore denies this allegation. Not knowing what Plaintiffs mean by “at all relevant times herein,” FCA US denies the allegation and leaves Plaintiffs to their proofs. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 22.

23.

Plaintiff, ROBERT JOHNSON, began employment with Defendant

on or around February 1976 and remains employed today.

ANSWER: In response to the allegations contained in Paragraph 23 of the TAC, FCA admits that Johnson began his employment with FCA US, as defined in footnote 1 of this Answer, on or around February 1976, and remains employed today.

24.

Plaintiff, ROBERT JOHNSON, has a Technical Degree, a Bachelor’s

degree in Business Administration, a Master’s degree in Business Administration, and has a job classification of Senior Professional.

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ANSWER: In response to the allegations contained in Paragraph 24 of the TAC, FCA US admits that Johnson is classified as a Senior Professional. Further answering, FCA US states that, upon information and belief, Johnson has a Bachelor’s degree and a Master’s degree. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 24.

Answer to Plaintiffs’ “Jurisdiction and Venue” 25.

Defendant, FCA, is a Foreign Limited Liability Company

incorporated in Delaware.

ANSWER: FCA US admits only that it is a Delaware Limited Liability Company.

Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 25.

26.

FCA has sufficient minimum contacts in Michigan, or otherwise has

purposely availed itself of the markets within Michigan, through the promotion, sale, marketing, and distribution of its vehicles, in addition to having its principle place of business or headquarters in Michigan to render the exercise of jurisdiction by this Court proper and necessary.

ANSWER: In response to the allegations contained in Paragraph 26 of the TAC, FCA US states that the allegations constitute legal conclusions to which no

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response is required, and FCA US thus denies the contents of this paragraph on that basis and leaves Plaintiffs to their proofs.

27.

This Court has subject-matter jurisdiction pursuant to 28 U.S.C.

§ 1331, because Plaintiffs’ claims raise a federal question under 42 U.S.C. 2000e and 42 U.S.C. § 1981.

ANSWER: In response to the allegations contained in Paragraph 27 of the TAC, FCA US states that the allegations constitute legal conclusions to which no response is required, and FCA US thus denies the contents of this paragraph on that basis and leaves Plaintiffs to their proofs.

28.

This Court, also, has subject-matter jurisdiction pursuant to 28 U.S.C.

§ 1332(d)(2).

ANSWER: In response to the allegations contained in Paragraph 28 of the TAC, FCA US states that the allegations constitute legal conclusions to which no response is required, and FCA US thus denies the contents of this paragraph on that basis and leaves Plaintiffs to their proofs.

29.

The amount in controversy exceeds $5,000,000.00, excluding interest

and costs.

ANSWER: In response to the allegations contained in Paragraph 29 of the TAC, FCA US denies those allegations as untrue stating that it has not discriminated 18

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against the Plaintiffs in any manner, that Plaintiffs are entitled to no damages, and that this matter should not be certified as a class action.

30.

At least one class member is diverse from Defendant.

ANSWER: In response to the allegations contained in Paragraph 30 of the TAC, FCA US having insufficient information to answer, denies those allegations and leaves Plaintiffs to their proofs.

31.

This Court also has supplemental jurisdiction over Plaintiffs’ claims

under Michigan law pursuant to 28 U.S.C. § 1367(a) because they are inextricably intertwined with the federal claims and arise out of the same nucleus of operative facts.

ANSWER: In response to the allegations contained in Paragraph 31 of the TAC, FCA US states that the allegations constitute legal conclusions to which no response is required, and FCA US thus denies the contents of this paragraph on that basis and leaves Plaintiffs to their proofs.

32.

Venue is proper in this district as Defendant conducts business within

the Eastern District of Michigan and is subject to personal jurisdiction within the Eastern District of Michigan and a substantial part of the events giving rise to the claims alleged occurred in the Eastern District of Michigan. See 29 U.S.C. § 1391(b).

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ANSWER: In response to the allegations contained in Paragraph 32 of the TAC, FCA US states that the allegations contained therein constitute legal conclusions to which no response is required, and FCA US thus denies the contents of this paragraph on that basis and leaves Plaintiffs to their proofs.

33.

For its Title VII claims, Plaintiff(s) exhausted their administrative

remedies, either individually or through other filings made with the EEOC, on behalf of themselves and on behalf of a class of similarly situated individuals, including: a.

On or around March 9, 2017, after filing a charge with the Equal Employment Opportunity Commission (“EEOC”) for race discrimination on her behalf and others similarly situated, as well as retaliation for herself individually, Marlin Williams (“Marlin”), a former class representative in this instant action whose claims are now to be arbitrated, was issued a Right to Sue letter, and this class action was timely filed in accordance with that letter. (Exh. A – Marlin Charge; Exh. B – March 9 Right to Sue Letter).

b.

Similarly, after filing charges with EEOC for race discrimination and retaliation on her own behalf against Defendant FCA, Cora Williams, also a former class representative in this instant class action whose claims are now to be arbitrated, was also issued two Right to Sue letters. (Exh. C – February 22, 2017 and February 24, 2017 Right to Sue Letters).

c.

Additionally, Pamela Williams-Carthens (“Pamela”), a class representative in this instant action since it was first amended on January 31, 2017, received her Right to Sue letter on June 29, 2017 after filing charges with the EEOC for race discrimination against Defendant FCA. (Exh. D – Pamela Charge; Exh. E – June 29, 2017 Right to Sue Letter).

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ANSWER: In response to the allegations of Paragraph 33 of the TAC, FCA US denies that Plaintiffs have fully exhausted their administrative remedies as to their individual claims or claims on behalf of the putative class members they seek to represent, the existence of which is expressly denied. Further answering, FCA US admits that Marlin Williams, Cora Williams, and Carthens filed Charges of Discrimination with the Equal Employment Opportunity Commission and received Notices of Right to Sue. FCA US avers that the allegation that Marlin Williams’, Cora Williams’ and Carthens’ Charges were on “behalf of a class of similarly situated individuals” calls for a legal conclusion to which no response is required and, on that basis, FCA US denies the same. Further answering, FCA US denies all wrongdoing, denies that it engaged in any unlawful race discrimination, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan. Further answering, FCA US admits only that Plaintiffs purport to “represent” other employees in this action. FCA US further denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class, representative, or any other type of action, or that there are others similarly situated

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to Plaintiffs. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 33.

Answer to Plaintiffs’ “Applicable Facts” 34.

Plaintiffs incorporate by reference the foregoing paragraphs, as

though fully set forth herein.

ANSWER: Defendant FCA US hereby incorporates its answers to Paragraphs 1 through 33 as though fully restated herein.

Answer to Plaintiffs’ “Defendant Appoints a Diversity Manager” 35.

On or around September 2015, Defendant FCA promoted one of its

own employees, Marlin Williams, to the position of Diversity Manager.

ANSWER: In response to the allegations contained in Paragraph 35 of the TAC, FCA US admits that Marlin Williams assumed the position of Manager – Diversity & Inclusion (“Diversity Manager”) on or about September 2015. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 36.

36.

Defendant FCA assigned its Diversity Manager company-wide

responsibilities, which included improving diversity representation of minorities, implementing and promoting a culture of diversity, tolerance and inclusion, and increasing accountability for diversity, inclusion, and respect.

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ANSWER: In response to the allegations contained in Paragraph 36 of the TAC, Defendant FCA US states that the position of Diversity Manager did entail a number of responsibilities and included the furtherance of FCA US’s commitment to diversity by performing the duties either assigned to her by her manager or that her manager agreed she should undertake. FCA US denies, however, that the statement of responsibilities delineated in Paragraph 36 is a complete or representative summary of the duties of the Diversity Manager position. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 36.

37.

Indeed, Defendant’s Diversity Manager was selected to assume many

of the duties previously assigned to the Director of Talent Acquisition and Diversity.

ANSWER: Having insufficient information to answer the allegations contained in Paragraph 37 of the TAC, FCA US neither admits nor denies them but leaves Plaintiffs to their proofs. It is unclear to FCA US what Plaintiffs reference by “many of the duties previously assigned to the Director of Talent Acquisition and Diversity,” and the Diversity Manager’s responsibilities depended upon the direction she received from her manager. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 37.

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38.

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Defendant’s Diversity Manager’s duties included developing a

program that would be effective in recruiting, developing, retaining, and promoting a diverse workforce for Defendant.

ANSWER: Defendant denies the allegations contained in Paragraph 38 of the TAC, stating that FCA US had in place programs geared toward furthering a diverse workforce prior to the time Marlin Williams assumed the position of Diversity Manager, and Williams was expected to work with her manager and other FCA US employees in continuing that effort. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 38.

39.

Defendant’s Diversity Manager’s duties also included identifying

performance and leadership gaps of a diverse population, which includes all genders, races, and ethnicities.

ANSWER: Defendant FCA US neither admits nor denies the allegations contained in Paragraph 39 of the TAC but leaves Plaintiffs to their proofs stating that it is not sure what Plaintiffs mean by “identifying performance and leadership gaps of a diverse population.” The blanket statement contained in Paragraph 39 does not accurately reflect the tasks the Diversity Manager was to perform.

Further, the job duties of the Diversity Manager consisted in part on those items agreed upon by the Diversity Manager and her manager. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 39.

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40.

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As part of the position’s responsibilities, specifically in trying to

implement an effective employee retention program, Defendant’s Diversity Manager also monitored and compared compensation in order to highlight potential discrepancies in pay equity and advancement opportunities for employees of all races, gender, and ethnicities.

ANSWER: Defendant FCA US denies the allegations of Paragraph 40 of the TAC, stating that the allegations do not accurately represent what Marlin Williams’ job responsibilities were and it cannot be sure of what actions Marlin Williams took. In further answer, FCA US states that it is not sure of the motivations leading to Marlin Williams’ actions, and thus FCA US neither admits nor denies why Marlin Williams took the actions she did, but leaves Plaintiffs to their proofs. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 40.

41.

Defendant’s Diversity Manager also undertook performance

comparisons in order to compare and highlight inequities or discrepancies in ratings, goals, and evaluations.

ANSWER: Defendant neither admits nor denies the allegations contained in Paragraph 41 of the TAC, but leaves Plaintiffs to their proofs, stating that it can neither be sure of exactly what actions Marlin Williams undertook or why she took 25

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those actions. Except as expressly admitted herein, FCA denies all allegations contained in Paragraph 41.

Answer to Plaintiffs’ “The PLM/Rating/Ranking Process” 42.

Pertaining to this action, Defendant FCA maintains job compensation

categories, bands, and/or titles for salaried employees in which employees, in part, are classified from higher to lower management levels in the following manner: Senior Manager, Senior Professional, Mid-Level Professional, and Professional.

ANSWER: In response to the allegations of Paragraph 42 of the TAC, FCA US admits that it maintains certain compensation categories for salaried non-union employees from higher to lower in the following manner: Senior Manager, Senior Professional, Mid-Level Professional, and Professional. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 42.

43.

Plaintiffs and the similarly-situated employees in the Plaintiff Class

currently have or previously had assigned job titles within the range of Senior Manager, Senior Professional, Mid-Level Professional, and Professional.

ANSWER: In response to the allegations contained in Paragraph 43 of the TAC, FCA US admits that Plaintiffs currently have or previously had different assigned job titles within the Senior Manager, Senior Professional, Mid-Level Professional, 26

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and/or Professional management levels. FCA US expressly denies the existence of any similarly situated individuals with respect to the allegations in the TAC and denies any wrongdoing or liability. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 43.

44.

Throughout their employment with FCA or its predecessor(s),

Plaintiffs and all other similarly-situated salaried employees were subjected to an annual rating/ranking system known as Performance and Leadership Management (“PLM”).

ANSWER: In response to the allegations of Paragraph 44 of the TAC, FCA US denies the allegations in Paragraph 44 and states that the Performance and Leadership Management (“PLM”) system was not utilized by FCA US, as defined in footnote 1 of this Answer, before 2010.

45.

The Company policy that drives the disparate impact on

Black/African American employees is the forced distribution or ranking policy (“Forced Ranking Policy”) implemented or used as a directive during a calibration process (“Calibration Process”) of the PLM, as set forth below in greater detail.

ANSWER: In response to the allegations of Paragraph 45 of the TAC, FCA US denies the allegations contained in Paragraph 45. Further answering, FCA US denies all wrongdoing, denies that it engaged in any unlawful race discrimination, 27

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denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan. Further answering, FCA US denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class, representative, or any other type of action, or that there are others similarly situated to Plaintiffs. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 45.

46.

The Forced Ranking Policy implemented during the Calibration

Process is the glue, or the single factor/policy, that has caused the disparate impact on African American FCA employees, as set forth below.

ANSWER: In response to the allegations of Paragraph 46 of the TAC, FCA US denies the allegations contained in Paragraph 46, denies the existence of any alleged “Forced Ranking Policy implemented during the Calibration Process,� states that FCA US does not employ a forced ranking policy or process and denies that its calibration processes have a disparate impact on African American FCA US employees. Further answering, FCA US denies all wrongdoing, denies that it engaged in any unlawful race discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to 28

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liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan. Further answering, FCA US further denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class, representative, or any other type of action, or that there are others similarly situated to Plaintiffs. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 46.

47.

The PLM uses Nine Boxes consisting of three rows of three boxes.

The boxes are presented on a vertical and horizontal axis: the vertical axis represents “Performance” traits and the horizontal axis represents “Leadership” traits.

ANSWER: In response to the allegations of Paragraph 47 of the TAC, FCA US admits only that the horizontal axis represents Leadership ratings and the vertical 29

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axis represents Performance ratings. Except as expressly admitted herein, FCA US denies the allegations in Paragraph 47.

48.

The highest Box on the vertical Performance Axis is on the top row.

The highest Box on the horizontal Leadership Axis is in the third row from the axis. The highest possible rating for both Performance and Leadership would be placement in the top-right box.

ANSWER: In response to the allegations contained in Paragraph 48 of the TAC, FCA US admits that the highest Performance rating is on the top row while the highest Leadership rating is in the third row from the axis. Further, FCA US admits that the highest possible rating for both Performance and Leadership would be placement in Box 9 on the top row furthest from the axis. Except as expressly admitted herein, FCA US denies the allegations in Paragraph 48.

49.

The Red Boxes – 1, 2, and 4 – reflect either a poor leader or poor

performer; the Yellow Boxes – 3, 5, and 7 – reflect either a mediocre to poor leader or performer; and the Green Boxes – 6, 8, and 9 – reflect either a high performer, leader, or both.

ANSWER: FCA US denies the allegations of Paragraph 49 of the TAC, stating that Plaintiffs’ description of what the various PLM rating numbers represents is

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not accurate. In addition, FCA US denies the remaining allegations of Paragraph 49.

50.

A salaried employee’s initial PLM rating, as issued by their direct

supervisor, is generally known as the Performance and Leadership Management

Rating, or “PLM Rating.”

ANSWER: In response to the allegations contained in Paragraph 50 of the TAC, FCA US admits only that a salaried employee’s initial PLM rating, as issued by his or her assessor, is generally known as the Performance and Leadership Management Rating, or “PLM Rating” and further states that the term “PLM Rating” is not limited to the initial rating provided by the assessor. Except as expressly admitted herein, FCA US denies the allegations in Paragraph 50.

51.

FCA’s PLM utilizes a Forced Ranking Policy. This means that there

are mandatory fixed percentage (or numerical value) limitations on the number of salaried employees who can receive the high ratings and requires that a number of salaried employees are to receive the low ratings.

ANSWER: In response to the allegations of Paragraph 51 of the TAC, FCA US denies the allegations contained in Paragraph 51, denies the existence of any alleged “Forced Ranking Policy” and states that FCA US does not employ a forced ranking policy or process. Further answering, FCA US denies all wrongdoing, 31

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denies that it engaged in any unlawful race discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan. Further answering, FCA US further denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class, representative, or any other type of action, or that there are others similarly situated to Plaintiffs. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 51.

52.

The PLM’s Forced Ranking Policy means that groups of salaried

employees are forced to be rated, compared, or ranked against one another and their ratings are then distributed where some receive higher ratings and others receive lower ratings. Senior management instructs lower level managers (or the evaluating managers) that there are mandatory percentage (or numerical value) limitations on the number of salaried employees who can receive the higher ratings. This would mean that regardless of performance, a limited fixed number would be given a good or favorable rating or score in the Green Box (6, 8, or 9) reflecting above-average or exceptional performance, and the rest would be given

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mediocre or inferior scores – other than 6, 8, or 9 – to meet the Forced Ranking Policy.

ANSWER: FCA US denies the allegations of Paragraph 52 of the TAC. In further answer, FCA US states that varying levels of FCA US’s management conducts different types of what are known as calibration meetings at various business levels of FCA US to ensure that the metrics used by managers to determine employees’ ratings are consistently and fairly applied. In further answer to the allegations of Paragraph 52, FCA US denies the existence of any policy in which ratings of employees are assigned in accordance with any mandatory percentage objectives established by upper senior management. FCA US denies the remaining allegations of Paragraph 52.

53.

In order to achieve this Forced Ranking Policy objective, FCA

personnel meet and conduct what is generally known as a Calibration Process. It is during this process that evaluating managers assemble and bring forward the names of salaried employees in their units and implement the Forced Ranking Policy by collectively assigning or forcing a score for each employee in accordance with mandatory percentage (or numerical value) objectives established by upper Senior Management (“Forced Ranking/Calibration Process”).

ANSWER: In response to the allegations of Paragraph 53 of the TAC, FCA US denies the allegations of Paragraph 53, stating that varying levels of FCA US 33

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management conduct differing types of what are known as calibration meetings at varying business levels of FCA US to ensure that the metrics used by managers to determine employees’ PLM ratings are consistently and fairly applied. FCA US denies that all employees are discussed in calibration meetings, denies the existence of any “Forced Ranking Policy,” and denies that mandatory percentage objectives are required to be used or are otherwise established by “upper Senior Management.” FCA US further denies that Plaintiffs have accurately described the procedure or objectives of the calibration process. Except as expressly admitted herein, FCA US denies the allegations in Paragraph 53.

54.

During the Forced Ranking/Calibration Process, evaluation managers

– who may not know or have even worked with the employees they are to evaluate – have access to photos, ages, and/or Employee Identification numbers (“Employee ID”) of each employee.

ANSWER: In response to the allegations of Paragraph 54 of the TAC, FCA US denies the allegations of Paragraph 54, stating that the nature of the information, if any, available during any of the calibration processes varies widely and is not uniform. Except as expressly admitted herein, FCA US denies the allegations in Paragraph 54.

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55.

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During the Forced Ranking/Calibration Process, evaluating managers

then debate what scores to assign each of the respective employees based on the Forced Ranking Policy prescribed by upper management.

ANSWER: FCA US denies the allegations of Paragraph 55 of the TAC, stating that although FCA US’s management conducts differing types of what are known as calibration meetings at varying business levels of FCA US, the ratings of the employees are based on job performance not on some alleged “Forced Ranking Policy.”

56.

Evaluating managers then assign all the employees ratings or scores

distributed in a manner that correspond with the Forced Ranking Policy. This means that only a certain percentage of employees can receive a favorable or high performer score in the Green Box; and a different percentage of employees can receive either mediocre to poor scores found in either the Yellow or Red Boxes.

ANSWER: FCA US denies the allegations of Paragraph 56 of the TAC. The ratings of FCA US employees are based on their performance. In further answer, FCA US denies that only a certain percentage of employees can be placed in green, yellow, or red boxes and denies the existence of any alleged “Forced Ranking Policy.”

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57.

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A salaried employee could receive a PLM Rating of “6” from an

immediate supervisor but his or her score could move down during the Forced Ranking/Calibration Process in order to achieve the Forced Ranking Policy mandated by Senior Management.

ANSWER: FCA US denies the allegations of Paragraph 57 of the TAC, stating that whether an employee receives a higher rating, a lower rating, or keeps the same rating during the calibration process is based on the employee’s performance, not on a “Forced Ranking/Calibration Process.” In further answer FCA US denies that senior management mandates the use of a forced ranking process or policy and denies the existence of any “Forced Ranking/Calibration Process.”

58.

The employee’s final PLM score after the Forced Ranking/Calibration

Process, which may differ from the “PLM Rating” issued by the immediate supervisor, is a numerical score known as the “PLM Score.”

ANSWER: FCA US denies the allegations as stated in Paragraph 58 of the TAC. FCA US states that the final PLM rating issued to an employee can be referred to as a PLM rating and the final rating is issued after the completion of all calibration processes, which may or may not involve any specific employee. In further answer, FCA US denies the existence of any “Forced Ranking/Calibration Process.” Except as expressly admitted herein, FCA US denies the allegations in Paragraph 58.

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59.

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The PLM Scores control the allocation of merit increases, bonuses,

and other forms of incentive compensation.

ANSWER: In response to the allegations in Paragraph 59 of the TAC, FCA US denies that “the PLM [ratings] control the allocation of merit increases, bonuses, and other forms of incentive compensation.” FCA US acknowledges, however, that an employee’s performance as reflected by his or her PLM rating can impact incentive compensation in that it impacts the percentage of the employee’s PLM bonus, if any. Except as expressly admitted herein, FCA US denies the allegations in Paragraph 59.

60.

Placement on the Nine Box hierarchy will also control promotion and

transfer opportunities.

ANSWER: FCA US denies the allegations of Paragraph 60 of the TAC, stating that an employee’s performance as reflected by his or her PLM rating can impact the employee’s promotion and transfer opportunities, but does not control them.

FCA US denies the existence of any requirements or rules addressing the impact of a PLM rating of 5 or below on an employee’s promotion and transfer opportunities.

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61.

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Poor performance on the Nine Box hierarchy could result in being

placed on a Performance Improvement Plain (“PIP”) with the threat of impending termination if not completed.

ANSWER: FCA US denies the allegations of Paragraph 61 of the TAC, stating that there is no requirement or rule mandating that a PLM rating of 5 or below result in an employee “being placed on a Performance Improvement Plan[sic] (“PIP”) with the threat of impending termination if not completed.” Further, there is no process or policy at FCA US mandating the actions that must be taken if an employee receives a poor rating.

62.

The PLM’s Forced Ranking/Calibration Process (driven by the Forced

Ranking Policy) is implemented in a manner that disproportionately favors nonAfrican American FCA salaried employees.

ANSWER: FCA US denies the allegations contained in Paragraph 62 of the TAC, denies the existence of any alleged “Forced Ranking/Calibration Process,” and states that FCA US does not employ a forced ranking policy or process. FCA US denies all wrongdoing, denies that it engaged in any unlawful race discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would 38

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violate any federal law or the laws of any state, including Michigan. Further answering, FCA US denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class, representative, or any other type of action, or that there are others similarly situated to Plaintiff. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 62.

63.

The forced-ranking method of rating or ranking employees has been

associated with unlawful discrimination because it relies on stereotypes and results in favoring non-African American employees. See Journal of Human Rights, ABA, Volume 31, no.2. (Exh. E). (https://www.americanbar.org/publications/human_rights_magazine_home/human _rights_vol31_2004/spring2004/hr_spring04_forced.html) ANSWER: In response to the allegations of Paragraph 63 of the TAC, FCA US denies that it uses a forced ranking system and further denies that forced ranking systems are associated with any purported alleged unlawful discrimination. FCA US states that the cited article in Journal of Human Rights, ADEA, Volume 31, no.

2, speaks for itself, and no answer is required. FCA US further contends that this article does not constitute admissible evidence in this matter and should be stricken from the record. FCA US denies all wrongdoing, denies that it engaged in any unlawful race discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which 39

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entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan. Further answering, FCA US denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class, representative, or any other type of action, or that there are others similarly situated to Plaintiffs.

Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 63.

64.

The Forced Ranking/Calibration Process of the PLM system is a long-

standing and demonstrable practice, process, and/or policy implemented companywide, which, upon information and belief, has been used since 2010 and continues to date as a process, policy, or practice of rating employees under the direction, supervision, and control of senior leadership, led by the late CEO Sergio Marchionne.

ANSWER: In response to the allegations contained in Paragraph 64 of the TAC, FCA US admits that a PLM system has been used by FCA US since approximately 2010, with various modifications to it over time. FCA US denies the existence of any alleged “Forced Ranking/Calibration Process� and states that FCA US does not employ a forced ranking policy or process. FCA US further denies the involvement of its former or current CEO or executive or senior level management 40

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employees in determining or altering the PLM ratings of Plaintiffs and the class members they seek to represent. FCA US denies all wrongdoing, denies that it engaged in any unlawful race discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 64.

65.

And as a result of the Forced Ranking/Calibration Process, employees

with higher PLM Scores – in Green Boxes – receive higher bonuses and additional pay awards, in addition to increased opportunities for advancement.

ANSWER: In response to the allegations in Paragraph 65 of the TAC, FCA US denies the existence of any alleged “Forced Ranking/Calibration Process” and states that FCA US does not employ a forced ranking policy or process. FCA US, however, acknowledges that an employee’s performance as reflected by his or her PLM rating can impact the percentage of the employee’s PLM bonus, if any. FCA US denies the existence of any requirements or rules addressing the impact of a PLM rating of 5 or below on an employee’s advancement opportunities or

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receiving “additional pay awards.” Except as expressly admitted herein, FCA US denies the allegations in Paragraph 65.

66.

By contrast, employees with lower PLM Scores receive lesser or no

bonuses and pay awards, and face diminished opportunities for advancement.

ANSWER: In response to the allegations in Paragraph 66 of the TAC, FCA US denies the existence of any alleged “Forced Ranking/Calibration Process” and states that FCA US does not employ a forced ranking policy or process. FCA US, however, acknowledges that an employee’s performance as reflected by his or her PLM rating can impact the percentage of the employee’s PLM bonus, if any. FCA US denies the existence of any requirements or rules addressing the impact of a PLM rating of 5 or below on an employee’s advancement opportunities or receiving “pay awards.” Except as expressly admitted herein, FCA US denies the allegations in Paragraph 66.

67.

Upon information and belief, on a company-wide basis, and as a result

of the Forced Ranking Policy implemented during the Forced Ranking/Calibration Process, non-African American, salaried, non-union employees with job titles of Senior Manager to Professional disproportionately receive higher PLM Scores in the Green Boxes, and consequently higher bonuses than salaried, non-union, African American employees, including Plaintiffs.

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ANSWER: FCA US denies the allegations of Paragraph 67 of the TAC. FCA US further denies the existence of any alleged “Forced Ranking/Calibration Process” and states that FCA US does not employ a forced ranking policy or process. FCA US denies all wrongdoing, denies that it engaged in any unlawful race discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan.

Further answering, FCA US denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class, representative, or any other type of action, or that there are others similarly situated to Plaintiffs. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 67.

68.

In other words, salaried, non-union, African American employees

who were subject to the Forced Ranking Policy implemented or employed during the Calibration Process have been rated with lower PLM Scores at a disproportionate rate when compared to salaried, non-union, non-African American employees.

ANSWER: FCA US denies the allegations of Paragraph 68 of the TAC. FCA US further denies the existence of any alleged “Forced Ranking Policy implemented or 43

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employed during the Calibration Process” and states that FCA US does not employ a forced ranking policy or process. FCA US denies all wrongdoing, denies that it engaged in any unlawful race discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan. Further answering, FCA US further denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class, representative, or any other type of action, or that there are others similarly situated to Plaintiffs. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 68.

69.

Upon information and belief, as a result of the annual Forced

Ranking/Calibration Process driven by the Forced Ranking Policy, and used on a company-wide basis, during the years 2014 through the present, the PLM Scores for Plaintiffs and similarly-situated members of the Plaintiff Class were disproportionately lower than non-African American employees.

ANSWER: FCA US denies the allegations of Paragraph 69 of the TAC. FCA US further denies the existence of any alleged “Forced Ranking/Calibration Process” and states that FCA US does not employ a forced ranking policy or process. FCA 44

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US denies all wrongdoing, denies that it engaged in any unlawful race discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan.

Further answering, FCA US denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class action, or any other type of action, or that there are others similarly situated to Plaintiffs. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 69.

70.

In other words, the Forced Ranking Policy, which is employed,

directs, and/or is implemented during the Forced Ranking/Calibration Process to achieve the management mandated fixed percentage (or numerical value) objective, has caused a disparate impact on African Americans for at least the years 2014 through the present when considering employees categorized as mediocre to poor performers (Red and Yellow Boxes), in comparison to those categorized as above average or exceptional performers (Green Boxes).

ANSWER: FCA US denies the allegations of Paragraph 70 of the TAC. FCA US further denies the existence of any alleged “Forced Ranking Policy” or “Forced Ranking/Calibration Process” and states that FCA US does not employ a forced 45

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ranking policy or process. FCA US denies all wrongdoing, denies that it engaged in any unlawful race discrimination, denies the existence of any alleged disparate impact, denies a management-mandated fixed percentage (or numerical value) objective, and denies that it has engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US further denies any claim or implication that FCA US’s African American employees have been subjected to a disparate impact caused by any alleged “Forced Ranking Policy” or “Forced Ranking/Calibration Process.”

Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 70.

71.

In fact, documentation had been filed previously with the Court (Dkt.

# 10) which further corroborate the disparate impact African American employees had been subjected to in receiving lower PLM Scores, in comparison to their nonAfrican American counterparts, as a result of the Forced Ranking/Calibration Process driven by the Forced Ranking Policy.

ANSWER: FCA US denies the allegations of Paragraph 71 of the TAC, stating that it does not utilize a “Forced Ranking/Calibration Process” or a “Forced Ranking Policy,” and that there has been no disparate impact upon African American employees as a result of any alleged “Forced-Ranking/Calibration Process” or policy. In further answer, FCA states that documentation Plaintiffs 46

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filed with the Court was improperly taken from FCA US, does not support Plaintiffs’ claims of disparate impact on African American employees, and should not be utilized in this litigation in any manner. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 71.

72.

As a result of the Forced Ranking/Calibration Process, members of

Plaintiff Class were disproportionately given lower scores, thus resulting in the receipt of lower bonuses and compensation.

ANSWER: FCA US denies the allegations of Paragraph 72 of the TAC. FCA US further denies the existence of any alleged “Forced Ranking/Calibration Process” and states that FCA US does not employ a forced ranking policy or process. FCA US denies all wrongdoing, denies that it engaged in any unlawful race discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan.

Further answering, FCA US denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class action, or any other type of action, or that there are others similarly situated to Plaintiffs. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 72.

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73.

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As a result of Defendant’s Forced Ranking/Calibration Process,

Plaintiff, Pamela Williams Carthens, received PLM Scores of 5, 5, and 4 in 2014, 2015, and 2016, respectively, which resulted in receipt of reduced compensation and/or bonuses.

ANSWER: In response to the allegations in Paragraph 73 of the TAC, FCA US denies that Carthens’ PLM ratings for 2014, 2015, and 2016 are accurately stated.

FCA US denies the existence of any alleged “Forced Ranking/Calibration Process” and states that FCA US does not employ a forced ranking policy or process.

Further answering, FCA US affirmatively states that Carthens’ PLM ratings accurately reflect her job performance. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 73.

74.

As a result of Defendant’s Forced Ranking/Calibration Process,

Plaintiff, Leven Weiss, received PLM Scores of 5 and 5 in 2014 and 2015, respectively, which resulted in receipt of reduced compensation and/or bonuses.

ANSWER: In response to the allegations in Paragraph 74 of the TAC, FCA US denies that Weiss’ PLM rating for 2014 was accurately stated. FCA admits that Weiss received a 5 rating for 2015, however. FCA US denies the existence of any alleged “Forced Ranking/Calibration Process” and states that FCA US does not employ a forced ranking policy or process. Further answering, FCA US 48

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affirmatively states that Weiss’ PLM ratings accurately reflect his job performance.

Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 74.

75.

As a result of Defendant’s Forced Ranking/Calibration Process,

Plaintiff, Clarence Presley II, received PLM Scores of 4, 4, 5, and 5 in 2014, 2015, 2016, and 2017, respectively, which resulted in receipt of reduced compensation and/or bonuses.

ANSWER: In response to the allegations in Paragraph 75 of the TAC, FCA US admits that Presley’s PLM ratings for 2014, 2015, 2016 and 2017 are accurately stated. FCA US denies the existence of any alleged “Forced Ranking/Calibration Process” and states that FCA US does not employ a forced ranking policy or process. Further answering, FCA US affirmatively states that Presley’s PLM ratings accurately reflect his job performance. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 75.

76.

Due to his low 2014 and 2015 PLM Scores, Plaintiff Presley II was

wrongfully placed on a PIP for each of those years. Although Plaintiff Presley II successfully completed the terms of his PIPs, being on a PIP significantly reduces his chances of receiving a promotion in the future.

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ANSWER: FCA US denies the allegations of Paragraph 76 of the TAC. Further answering, FCA US states that Presley’s placement on a PIP after receiving low ratings in 2014 and 2015 was not wrongful, but was the result of his job performance and was done to improve that job performance. Placement on a PIP does not necessarily impact an employee’s opportunity for promotion. Except as expressly admitted herein, FCA US denies all allegations of Paragraph 76.

77.

As a result of Defendant’s Forced Ranking/Calibration Process,

Plaintiff, Ellis Jefferson, received PLM Scores of 5, 5, 4, and 4 in 2014, 2015, 2016, and 2017, respectively, which resulted in receipt of reduced compensation and/or bonuses.

ANSWER: In response to the allegations in Paragraph 77 of the TAC, FCA US admits that Jefferson’s PLM ratings for 2014, 2015, 2016, and 2017 are accurately stated. FCA US denies the existence of any alleged “Forced Ranking/Calibration Process” and states that FCA US does not employ a forced ranking policy or process. Further answering, FCA US affirmatively states that Jefferson’s PLM ratings accurately reflect his job performance. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 77.

78.

As a result of Defendant’s Forced Ranking/Calibration Process,

Plaintiff, Darlene Collins, received PLM Scores of 5, 4, 5, and 5 in 2014, 2015, 50

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2016, and 2017, respectively, which resulted in receipt of reduced compensation and/or bonuses.

ANSWER: In response to the allegations in Paragraph 78 of the TAC, FCA US admits that Collins’ PLM ratings for 2014, 2015, 2016, and 2017 are accurately stated. FCA US denies the existence of any alleged “Forced Ranking/Calibration Process” and states that FCA US does not employ a forced ranking policy or process. Further answering, FCA US affirmatively states that Collins’ PLM ratings accurately reflect her job performance. Except as expressly admitted herein FCA US denies all allegations contained in Paragraph 78.

79.

As a result of Defendant’s Forced Ranking/Calibration Process,

Plaintiff, Tracy Fitzpatrick, received PLM Scores of 5, 5, 5, and 5 in 2014, 2015, 2016, and 2017, respectively, which resulted in receipt of reduced compensation and/or bonuses.

ANSWER: In response to the allegations in Paragraph 79 of the TAC, FCA US admits that Fitzpatrick’s PLM ratings for 2014, 2015, 2016, and 2017 are accurately stated. FCA US denies the existence of any alleged “Forced Ranking/Calibration Process” and states that FCA US does not employ a forced ranking policy or process. Further answering, FCA US affirmatively states that Fitzpatrick’s ratings accurately reflect her job performance. Except as expressly admitted herein FCA US denies all allegations contained in Paragraph 79.

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80.

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As a result of Defendant’s Forced Ranking/Calibration Process,

Plaintiff, Robert Johnson, received PLM Scores of 4, 5, 5, and 4 in 2014, 2015, 2016, and 2017, respectively, which resulted in receipt of reduced compensation and/or bonuses.

ANSWER: In response to the allegations in Paragraph 80 of the TAC, FCA US denies that Johnson’s PLM ratings for 2014, 2015, 2016 and 2017 are accurately stated. FCA US denies the existence of any alleged “Forced Ranking/Calibration Process” and states that FCA US does not employ a forced ranking policy or process. Further answering, FCA US affirmatively states that Johnson’s PLM ratings accurately reflect his job performance. Except as expressly admitted herein FCA US denies all allegations contained in Paragraph 80.

81.

At all times relevant hereto, Defendant was aware that the Forced

Ranking/Calibration Process had an adverse impact on salaried, non-union, nonAfrican American employees, but failed to take remedial action to correct the racebased adverse impact.

ANSWER: FCA US denies the allegations contained in Paragraph 81 of the TAC. FCA US further denies the existence of any alleged “Forced Ranking/Calibration Process” and states that FCA US does not employ a forced ranking policy or process. FCA US denies all wrongdoing, denies that it engaged in any unlawful 52

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race discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan. Further answering, FCA US denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class action, or any other type of action, or that there are others similarly situated to Plaintiffs. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 81.

82.

Defendant’s Forced Ranking/Calibration Process is not a discrete act,

but rather is a company-wide, discriminatory performance rating and compensation scheme that resulted in an adverse impact against Plaintiffs and Plaintiff Class.

ANSWER: FCA US denies the allegations contained in Paragraph 82 of the TAC. FCA US further denies the existence of any alleged “Forced Ranking/Calibration Process” and states that FCA US does not employ a forced ranking policy or process. FCA US further denies the existence of any alleged “compensation scheme” and states that it fairly and lawfully compensates its employees. FCA US denies all wrongdoing, denies that it engaged in any unlawful race discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in 53

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any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan. Further answering, FCA US denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class action, or any other type of action, or that there are others similarly situated to Plaintiffs. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 82.

83.

Plaintiffs’ and Plaintiff Class’s claims do not encompass, include, or

relate to: the permanent separation of employees, layoff, demotion (or a Salary Band reduction), handicap accommodations, and/or sexual harassment.

ANSWER: In response to the allegations of Paragraph 83 of the TAC, FCA US states that those allegations are matters within Plaintiffs’ own province and require no response from Defendant. FCA US, therefore, neither admits nor denies the allegations of Paragraph 83, but leaves Plaintiffs to their proofs.

Answer to Plaintiffs’ “Class Action Allegations” 84.

Plaintiffs incorporate by reference the foregoing paragraphs, as

though fully set forth herein.

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ANSWER: FCA US hereby incorporates its answers to Paragraphs 1 through 83 as though fully restated herein.

85.

Plaintiffs bring this action pursuant to Fed. R. Civ. P. 23(b)(2) and

(b)(3), individually, and on the behalf of:

a. All salaried, non-union African American employees from the Comp Level of Senior Manager to Professional only, employed or formerly employed by Defendant, that were subjected to the Forced Ranking/Calibration Process driven by the Forced Ranking Policy and received medium to poor PLM scores of 5 or below for the years 2014 through the present. b. All salaried, non-union African American employees from the Comp Level of Senior Manager to Professional only, employed or formerly employed by Defendant, that were subjected to the Forced Ranking/Calibration Process driven by the Forced Ranking Policy and received PLM scores in the Red or Yellow Boxes for the years 2014 through the present.

Plaintiffs reserve the right to amend this definition as necessary.

ANSWER: In response to the allegations contained in Paragraph 85 of the TAC, to the extent that an answer is required to the statements therein, FCA US admits only that Plaintiffs purport to bring this action pursuant to “Fed.R.Civ.P. 23(b)(2) and (b)(3), individually, and on behalf of� alleged similarly situated persons.

Further answering, FCA US denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any 55

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unlawful or wrongful acts, including any act that constitutes race discrimination whether on an individual or class basis. FCA US further denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class, representative, or any other type of action, or that there are others similarly situated to Plaintiffs, or that Plaintiffs are proper or appropriate representatives of any class.

Further answering, FCA US states that the claims of some or all Plaintiffs and/or some or all of the alleged similarly situated individuals they seek to represent, the existence of which is expressly denied, may be subject to binding arbitration agreements requiring individual arbitration of their claims. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 85.

86.

Plaintiff Class, from Comp Level Professional to Comp Level Senior

Manager, was more adversely and disproportionately affected by Defendant’s existing Forced Ranking Policy implemented during the Forced Ranking/Calibration Process in comparison to non-African American employees.

ANSWER: FCA US denies the allegations in Paragraph 86 of the TAC, stating that it employed no “Forced Ranking Policy” or “Forced Ranking/Calibration Process,” and FCA US denies the existence of any such alleged process or policy.

FCA US denies all wrongdoing, denies that it engaged in any unlawful race discrimination whether against African American employees from the 56

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compensation level of Senior Manager to Professional or any other African American employee, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate federal law or the laws of any state, including Michigan.

Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 86.

87.

As a result of Defendant’s pattern or practice and/or policy of

discriminating against African American employees, Plaintiff Class has been denied similar employment benefits and opportunities afforded to white employees and/or non-African American employees.

ANSWER: FCA US denies the allegations of Paragraph 87 of the TAC. FCA US denies the existence of any alleged “pattern or practice and/or policy of discriminating against African American employees” and denies that African American employees have “been denied similar employment benefits and opportunities afforded to white employees and/or non-African American employees.” FCA US denies all wrongdoing, denies that it engaged in any unlawful race discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which 57

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entitles Plaintiffs or any other individuals to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts including any act that would violate any federal law or the laws of any state, including Michigan. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 87.

88.

Such disparate impact affects Plaintiff Class in a number of ways,

including, but not limited to, bonuses for a given year, additional compensation, other privileges and benefits, and/or future advancement opportunities.

ANSWER: FCA US denies the allegations contained in Paragraph 88 of the TAC, stating that its calibration process and its evaluation system as a whole do not create a disparate impact or discriminate against Plaintiff class. FCA US denies all wrongdoing, denies that it engaged in any unlawful race discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan. Further answering, FCA US denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class, representative, or any other type of action, or that there are

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others similarly situated to Plaintiffs. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 88.

89.

Plaintiffs seek to maintain this class, pursuant to Federal Rules of

Civil Procedure 23, on the issues of whether Defendant engaged in unlawful discrimination and whether Defendant should be enjoined from continuing its discriminatory pattern or practice and/or policies.

ANSWER: In response to the allegations contained in Paragraph 89 of the TAC, to the extent that an answer is required to the statements therein, FCA US admits only that Plaintiffs “seek to maintain this class, pursuant to Federal Rules of Civil Procedure 23, on the issues of whether Defendant engaged in unlawful race discrimination and whether Defendant should be enjoined from continuing its discriminatory pattern or practice and/or policies.� FCA US denies that this action can properly be pursued as a class action. FCA US denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would constitute race discrimination under state or federal law. FCA US further denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class, representative, or any other type of action, or that there are others similarly situated to Plaintiffs, or that Plaintiffs are proper or appropriate representatives of any class.

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Further responding, FCA US states that the claims of Plaintiffs and/or some of the alleged similarly situated individuals they seek to represent may be subject to individual arbitration. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 89.

90.

The Class is so numerous that joinder of all members is impracticable;

hundreds (if not thousands) of salaried workers have been subjected to Defendant’s performance evaluation system or the Forced Ranking/Calibration Process.

ANSWER: In response to the allegations contained in Paragraph 90 of the TAC, FCA US denies the existence of any alleged “Forced Ranking/Calibration Process” and states that FCA US does not employ a forced ranking policy or process.

Further answering, without further clarification of the FCA US employees (past or present) who would fall within Plaintiffs’ alleged class definition, FCA US does not have enough information to determine the number of alleged class members Plaintiffs seek to represent. For this reason, and because the allegations constitute a legal conclusion requiring no answer, FCA neither admits nor denies the allegations of Paragraph 90 but leaves Plaintiffs to their proofs. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 90.

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91.

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Plaintiffs do not know the precise number of the Class, but can easily

ascertain this information from Defendant’s records.

ANSWER: In response to the allegations contained in Paragraph 91 of the TAC, without further clarification of the FCA US employees (past or present) who would fall within Plaintiffs’ alleged class definition, FCA US does not have enough information to determine the identity or number of alleged class members Plaintiffs seek to represent, nor can it be sure of whether its records would reveal the identity of such employees. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 91.

92.

Common questions of fact and law exist as to all members of the

Class and predominate over any questions solely affecting individual members of the Class.

ANSWER: FCA US denies the allegations in Paragraph 92 of the TAC. FCA US further denies that this action can properly be pursued as a class action and states that individual questions pertaining to liability and damages predominate over any common questions of fact or law. FCA US denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate the ELCRA, 42 U.S.C. §1981, Title VII, and/or any other state or federal law pertaining to race 61

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discrimination. FCA US further denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class, representative, or any other type of action, or that there are others similarly situated to Plaintiffs, or that Plaintiffs are proper or appropriate representatives of any class. Further responding, FCA US states that the claims of Plaintiffs and/or some of the alleged similarly situated individuals they seek to represent may be subject to individual arbitration. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 92.

93.

Among the questions of law and fact in common to Plaintiff Class is

whether Defendant violated Title VII, ELCRA, and 42 U.S.C. ยง 1981 by implementing their Forced Ranking/Calibration Process in such a manner that resulted in a disparate impact on African Americans by, among other things, disproportionately receiving lower PLM Scores resulting in lower pay raises, and bonuses.

ANSWER: FCA US denies the allegations in Paragraph 93 of the TAC. FCA US specifically denies that it violated Title VII, ELCRA, and/or 42 U.S.C ยง 1981, denies that it employs a forced ranking policy or process, denies that its evaluation system as a whole or calibration process in particular resulted in a disparate impact on African American employees, and denies that its evaluation system somehow discriminatorily resulted in African American employees receiving lower PLM 62

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ratings, lower pay raises, bonuses and benefits than non-African American employees. FCA US further denies the existence of any alleged “Forced Ranking/Calibration Process” and states that FCA US does not employ a forced ranking policy or process. FCA US also denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate the ELCRA, Title VII, or 42 U.S.C. § 1981. FCA US further denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class, representative, or any other type of action, or that there are others similarly situated to Plaintiffs, or that Plaintiffs are proper or appropriate representatives of any class. Further answering, FCA US states that the claims of Plaintiffs and/or some of the allegedly similarly situated individuals they seek to represent may be subject to individual arbitration. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 93.

94.

In other words, Defendant’s Forced Ranking/Calibration Process has

had a significant disparate impact on qualified African Americans, including Plaintiff Class.

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Process� and states that FCA US does not employ a forced ranking policy or process. Further answering, FCA US states that its employees are fairly evaluated on the basis of their job performance. FCA US denies all wrongdoing, denies that it engaged in any unlawful race discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan. Further answering, FCA US further denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class, representative, or any other type of action, or that there are others similarly situated to Plaintiffs. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 94.

95.

Plaintiffs’ claims are typical of the claims of the members of the Class

and they are an adequate representative of the Class.

ANSWER: FCA US denies the allegations contained in Paragraph 95 of the TAC. Further answering, FCA US denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class, representative, or any other type of action, or that there are others similarly situated to Plaintiffs. FCA denies that it

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has caused Plaintiffs to sustain damages. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 95.

96.

Plaintiffs and members of the Class have sustained damages because

of Defendant’s unlawful activities alleged herein.

ANSWER: FCA US denies the allegations contained in Paragraph 96 of the TAC. Further answering, FCA US denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class, representative, or any other type of action, or that there are others similarly situated to Plaintiffs. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 96.

97.

Plaintiffs have retained counsel, competent and experienced in

employment, civil rights, and race discrimination litigation, and intend to prosecute this action vigorously.

ANSWER: In response to the allegations contained in Paragraph 97 of the TAC, FCA US admits that Plaintiffs have apparently retained counsel. As to the competency and experience of counsel and Plaintiffs’ intentions in regard to the prosecution of this action, lacking sufficient information or knowledge to answer, FCA US denies those allegations and leaves Plaintiffs to their proofs.

98.

Conflicts of interest between class members can be avoided by the

creation of subclasses.

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ANSWER: FCA US denies the allegations contained in Paragraph 98 of the TAC, stating that, in this action, conflicts of interest cannot be avoided by the creation of sub-classes. In further answer, FCA US states that named Plaintiffs or putative class members may well have evaluated or have been evaluated by other named Plaintiffs or putative class members. In addition, Plaintiffs may be competing for the same positions or seeking damages for the same losses as other putative class members represented by the same counsel. FCA US neither admits nor denies the remaining allegations of this paragraph because it is not sure of the makeup of the sub-classes to which Plaintiffs refer but leaves Plaintiffs to their proofs.

99.

Class certification is also appropriate because this Court can designate

particular claims or issues for class-wide treatment and may designate one or more subclasses pursuant to Fed. R. Civ. P. 23(c)(4). Martin v. Behr Dayton Thermal Products LLC, 896 F.3d 405 (6th Cir. 2018).

ANSWER: In response to the allegations in Paragraph 99 of the TAC, FCA US neither admits nor denies those allegations but leaves Plaintiffs to their proofs because the allegations constitute legal conclusions. Further, Plaintiffs have not identified the alleged sub-classes which they apparently believe are appropriate, and in this matter individual questions pertaining to liability and damages clearly predominate over any common questions of fact or law. Except as expressly

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admitted herein, FCA US denies all remaining allegations contained in Paragraph 99.

100. Issues this Court may designate for class-wide treatment pursuant to Fed. R. Civ. P. 23 (c)(4) may include:

a. Whether there exists (or existed) a Forced Ranking Policy for any year – from 2014 to the present – that forces (or forced) managers to rank or rate employees, like Plaintiffs, against one another; b. Whether there exists (or existed) a Forced Ranking Policy in any year – from 2014 to the present – that forces (or forced) managers to distribute PLM Scores (from 1 to 9) among employees, like Plaintiffs, based on a fixed percentage or numerical value mandate and which caused a disparate impact on African American or black employees, in comparison to other employees; c. Whether a Forced Ranking Policy has or had been implemented in any year – from 2014 to the present – during the Calibration Process, when issuing PLM Scores to employees, like Plaintiffs, and which caused a disparate impact to African American or black employees, in comparison to other employees; d. Whether Defendant FCA’s Forced Ranking Policy has caused a disparate impact on African American or black employees, like Plaintiffs, for any year – from 2014 to the present – with respect to their PLM Scores, in comparison to other employees; and/or e. Whether the Forced Ranking/Calibration Process has caused a disparate impact on African American or black employees with respect to their PLM Scores for any year – from 2014 to the present – in comparison to other employees.

ANSWER: In response to the allegations contained in Paragraph 100 of the TAC, FCA US denies the allegations, stating that it does not employ a forced ranking 67

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policy or process. Further, FCA US denies that it would be appropriate for the Court to designate the issues listed by Plaintiffs for class-wide treatment because this matter involves a factual scenario where individual questions pertaining to liability and damages clearly predominate over any common issues of fact or law.

In further answer, FCA US denies that Plaintiffs are entitled to any relief, that this action can properly be pursued as a class or representative action, or that it engaged in any conduct that would subject it to any liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 100.

101. Plaintiffs seek, for themselves and Plaintiff Class, a declaration that their rights were violated, and a judgment awarding them compensatory damages, attorneys’ fees, and costs to make them whole for damages they suffered, and to help ensure Defendant will not subject future workers to the same illegal conduct in the future.

ANSWER: In response to the allegations contained in Paragraph 101 of the TAC, to the extent that an answer is required to the statements therein, FCA US admits only that Plaintiffs seek certain relief, but deny they are entitled to any such relief.

FCA US denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind.

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FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate the ELCRA, Title VII, or 42 U.S.C. § 1981.

FCA US further denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class, representative, or any other type of action, or that there are others similarly situated to Plaintiffs, or that Plaintiffs are proper or appropriate representatives of any class. Further responding, FCA US states that the claims of Plaintiffs and/or of some of the alleged similarly situated individuals they seek to represent may be subject to individual arbitration. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 101.

102. Additionally, Plaintiffs bring this action on behalf of themselves and all salaried, non-union African American employees employed by Defendant for the years 2014 through the present, and were subjected to Defendant’s employee Forced Ranking/Calibration Process, pursuant to Federal Rule of Civil Procedure 23 to remedy violations of Federal law, including 42 U.S.C. § 2000e and 42 U.S.C. § 1981, and Michigan law, including ELCRA, MCL 37.2101 et seq.

ANSWER: In response to the allegations contained in Paragraph 102 of the TAC, to the extent that any answer is required to the statements therein, FCA US admits only that Plaintiffs purport to bring this action on behalf of themselves and certain salaried non-union African American employees employed by FCA US for the 69

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years 2014 through the present. FCA US denies the existence of any “ForcedRanking/Calibration Process” and denies that any of the Plaintiffs were subjected to this non-existent process. Further, FCA US denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US acknowledges that Plaintiffs seek to bring to this action pursuant to Federal Rule of Civil Procedure 23, 42 U.S.C. § 2000e, 42 U.S.C. § 1981, and Michigan law, including the Michigan Elliott-Larsen Civil Rights Act, MCL 37.2101 et seq. Except as expressly admitted herein, FCA denies all remaining allegations contained in Paragraph 102.

Answer to Plaintiffs’ “Count I ‘Race Discrimination in Violation of Title VII

by Defendant FCA Against All Plaintiffs (Disparate Impact)’” 103. Plaintiffs incorporate by reference the foregoing paragraphs, as though fully set forth herein.

ANSWER: FCA US hereby incorporates its answers to Paragraphs 1 through 102 as though fully restated herein.

104. At all material times, Defendant was an employer, covered by and within the meaning of Title VII of the Civil Rights Act of 1964, as amended.

ANSWER: In response to the allegations contained in Paragraph 104 of the TAC, FCA US states that the allegations therein constitute legal conclusions to which no 70

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response is required, and FCA US thus denies the contents of this paragraph on that basis.

105. Defendant’s Forced Ranking Policy is neutral on its face; however, statistics prove the Forced Ranking Policy, implemented during the Calibration Process, is biased against African Americans, including Plaintiffs and Plaintiff Class.

ANSWER: FCA US denies the allegations contained in Paragraph 105 of the TAC. FCA US further denies the existence of any alleged “Forced Ranking Policy” and states that FCA US does not employ such a policy or process. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 105.

106. Defendant has used its Forced Ranking Policy through the Calibration Process, which has resulted in disproportionately lower ratings or PLM Scores for salaried, non-union African American employees described in the Class definition above, in comparison to their non-African American counterparts.

ANSWER: FCA US denies the allegations contained in Paragraph 106 of the TAC. FCA US further denies the existence of any alleged “Forced Ranking Policy” and states that FCA US does not employ a forced ranking policy or process. In further answer, FCA US acknowledges that it has an evaluation system 71

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that pertains to African American (as well as non-African American) salaried, nonunion employees and a component of that system consists of a calibration process, which calibration process is utilized to ensure that the metrics used by managers to determine employees’ PLM ratings are consistently and fairly applied. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 106.

107. In other words, Defendant’s use of its Forced Ranking/Calibration Process, driven by the Force Ranking Policy, has resulted in a disproportionate number of African American employees (1) losing pay raises, bonuses, and/or promotional potential, and (2) disproportionately being subjected to being placed on PIP under threat of termination.

ANSWER: FCA US denies the allegations contained in Paragraph 107 of the TAC. FCA US denies the existence of any alleged “Forced Ranking/Calibration Process” and states that FCA US does not employ a forced ranking policy or process. Although it does utilize a calibration process to ensure that the metrics used by managers to determine employees’ PLM ratings are consistently and fairly applied, FCA US denies that the process has resulted in a disproportionate number of African Americans losing pay raises, bonuses, and/or promotional opportunity and/or disproportionately being subjected to being placed on PIP under threat of

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termination. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 107.

108. Defendant’s rationale for its discrimination is not a legitimate nondiscriminatory reason for discriminating against African American employees described in the Class definition above.

ANSWER: FCA US denies the allegations contained in Paragraph 108 of the TAC. FCA US affirmatively states that it has not discriminated against Plaintiffs and/or Plaintiffs’ alleged class action members. Further answering, FCA US states that its employees are fairly evaluated on the basis of their job performance. FCA US denies all wrongdoing, denies that it engaged in any unlawful race discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan.

Further answering, FCA US denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class, representative, or any other type of action or that there are others similarly situated to Plaintiffs. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 108.

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109. As a result of Defendant’s discriminatory policies, Plaintiff Class has been adversely impacted by having been denied the benefits (e.g. bonuses, pay raises, enhanced retirement benefits, and/or promotion) afforded to non-African American, salaried employees similarly situated, in violation of Title VII. ANSWER: FCA US denies the allegations contained in Paragraph 109 of the TAC - both those expressly alleged and those implied.

110. Defendant can evaluate its employees with an alternative evaluation tool with less discriminatory impact.

ANSWER: FCA US denies the allegations contained in Paragraph 110 of the TAC. Further answering, FCA US denies that it discriminates against its employees and/or that its evaluation system has a discriminatory impact. FCA US states that its employees are fairly evaluated on the basis of their job performance, and FCA US denies all wrongdoing, denies that it engaged in any unlawful race discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan.

Further answering, FCA US denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class, representative, or any other type of 74

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action, or that there are others similarly situated to Plaintiffs. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 110.

111. Indeed, there are alternative, less discriminatory, practices that can be implemented to meet Defendant’s operational goals.

ANSWER: FCA US denies the allegations contained in Paragraph 111 of the TAC. Further answering, FCA US denies that it discriminates against its employees and/or that its evaluation system has a discriminatory impact. FCA US states that its employees are fairly evaluated on the basis of their job performance in that its system seeks to ensure fairness in its assessment of its employees. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan. FCA US also denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class, representative, or any other type of action, or that there are others similarly-situated. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 111.

WHEREFORE, Defendant FCA US requests that this Court dismiss Plaintiffs’ Complaint in its entirety with prejudice and grant FCA US its costs and attorneys’ fees.

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Answer to Plaintiffs’ “Count II ‘Violation of 42 U.S.C. § 1981 Pattern or Practice by Defendant Against All Plaintiffs’” THIS COUNT, WHICH INCLUDES PARAGRAPHS 112 THROUGH 124 OF PLAINTIFFS’ TAC, HAS BEEN DISMISSED BY THE COURT THROUGH ITS ORDER DATED JULY 22, 2019 DISMISSING COUNTS II, III AND V OF PLAINTIFFS’ TAC.

Answer to Plaintiffs’ “Count III ‘Race Discrimination in Violation of Title VII by Defendant FCA Against All Plaintiffs (Disparate Treatment)’” THIS COUNT, WHICH INCLUDES PARAGRAPHS 125 THROUGH 136 OF PLAINTIFFS’ TAC, HAS BEEN DISMISSED BY THE COURT THROUGH ITS ORDER DATED JULY 22, 2019 DISMISSING COUNTS II, III AND V OF PLAINTIFFS’ TAC.

Answer to Plaintiffs’ “Count IV ‘Race Discrimination in Violation of Title VII by Defendant FCA Against All Plaintiffs (Disparate Impact)’”

137. Plaintiffs incorporate by reference the foregoing paragraphs, as though fully set forth herein.

ANSWER: FCA US hereby incorporates its Answers to Paragraphs 1 through 136 as if fully restated herein.

138. Plaintiffs, and members of Plaintiff Class, are African-American.

ANSWER: In response to the allegations contained in Paragraph 138 of the TAC, FCA US only acknowledges that Plaintiffs contend that they, and the members of the class they propose to represent, are African American. Having insufficient 76

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information to determine the accuracy of this representation, FCA US neither admits nor denies the allegations contained in Paragraph 138 but leaves Plaintiffs to their proofs.

139. Plaintiffs, and members of Plaintiff Class, are and were qualified for the positions they held and/or hold with Defendant.

ANSWER: In response to the allegations contained in Paragraph 139 of the TAC, FCA US states that the allegations constitute legal conclusions to which no response is required and FCA US thus denies the allegations in this paragraph on that basis.

140. Defendant’s Forced Ranking Policy is neutral on its face; however, statistics prove the Forced Ranking Policy, implemented during the Calibration Process, is biased against African Americans, including Plaintiffs and Plaintiff Class.

ANSWER: FCA US denies the allegations in Paragraph 140 of the TAC. FCA US denies the existence of any alleged “Forced Ranking Policy” and states that FCA US does not employ such a policy or process. Although it does utilize a calibration process to ensure fairness in its assessment of its employees, FCA US denies that the process is biased against African Americans including Plaintiffs and “Plaintiff Class.” Similarly, FCA US denies as untrue Plaintiffs’ contention that 77

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FCA US’s calibration process or any portion of its evaluation system has subjected salaried non-union African American employees to less favorable ratings in comparison with non-African American employees. FCA US denies all wrongdoing, denies that it engaged in any unlawful race discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs, or any other individual, to any remedy or relief of any kind. Except as expressly admitted herein FCA US denies all allegations contained in Paragraph 140.

141. Defendant’s Forced Ranking/Calibration Process, policy, and/or practice regarding their evaluation system has had, and continues to have, a significant disparate impact on African American non-union salaried employees, including Plaintiffs and Plaintiff Class.

ANSWER: FCA US denies the allegations contained in Paragraph 141 of the TAC. FCA US denies the existence of any alleged “Forced Ranking/Calibration Process, policy and/or practice” and states that FCA US does not employ a forced ranking process, policy, and/or practice. FCA utilizes a calibration process to ensure that the metrics used by managers to determine employees’ PLM ratings are consistently and fairly applied. FCA US denies as untrue Plaintiffs’ express and/or implied contention that the process discriminates against African American employees. FCA US denies as untrue Plaintiffs’ contention that FCA US’s 78

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calibration process or any portion of its evaluation system subjected company-wide salaried, non-union African American employees to less favorable and disproportionate adverse ratings in comparison to salaried non-union majority employees. FCA US denies all wrongdoing, denies that it engaged in any unlawful race discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs, or any other individual, to any remedy or relief of any kind.

FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan. Further answering, FCA US denies any claim or implication

by Plaintiffs that this action is appropriately maintained as a class, representative, or any other type of action, or that there are others similarly situated to Plaintiffs.

Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 141.

142. The existing performance evaluation system, which includes evaluating managers 1) having access to photographs of employees, and 2) being compelled to assign a PLM Score that meets a fixed percentage mandate (under a forced distribution policy) established by upper management, regardless of employee performance, serves no significant business need.

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ANSWER: FCA US denies the allegations contained in Paragraph 142 of the TAC. FCA US states that its PLM system serves a significant business need and provides fair and accurate employee performance assessments. Although it does utilize a calibration process to ensure that the metrics used by managers to determine employees’ PLM ratings are consistently and fairly applied, the information and materials available during the calibration process vary widely amongst business levels. FCA US denies as untrue Plaintiffs’ express and/or implied contention that photographs are utilized in order to discriminate against African American employees. FCA US denies as untrue Plaintiffs’ contention that FCA US’s calibration process or any portion of its evaluation system subjected company-wide salaried, non-union African American employees to less favorable and disproportionate adverse ratings in comparison to salaried non-union employees who are not African American. FCA US denies all wrongdoing, denies that it engaged in any unlawful race discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan. Further answering, FCA US denies any claim or implication by Plaintiffs that this action is appropriately maintained as a 80

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class, representative, or any other type of action, or that there are others similarly situated to Plaintiffs. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 142.

143. Defendant can evaluate its employees with an evaluation tool with less discriminatory impact.

ANSWER: FCA US denies the allegations contained in Paragraph 143 of the TAC. Further answering, FCA US denies that it discriminates against its employees and/or that its evaluation system has a discriminatory impact. FCA US states that its employees are fairly evaluated on the basis of their job performance.

FCA US denies all wrongdoing, denies that it engaged in any unlawful race discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 143.

144. Indeed, there are alternative, less discriminatory, practices that can be implemented to meet Defendant’s operational goals.

ANSWER: FCA US denies the allegations contained in Paragraph 144 of the TAC. Further answering, FCA US denies that it discriminates against its 81

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employees and/or that its evaluation system has a discriminatory impact. FCA US states that its employees are evaluated on the basis of their job performance and that the PLM process, including the calibration portion of that process, seeks to ensure that the metrics used by managers to determine employees’ PLM ratings are consistently and fairly applied. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 144.

WHEREFORE, Defendant FCA US requests this Court to dismiss Plaintiffs’ Complaint in its entirety with prejudice and award FCA US its costs and attorneys’ fees.

Answer to Plaintiffs’ “Count V ‘Race Discrimination in Violation of ELCRA, MCL 37.2101 et seq. by Defendant FCA Against All Plaintiffs (Disparate Treatment)’” THIS COUNT, WHICH INCLUDES PARAGRAPHS 145 THROUGH 156 OF PLAINTIFFS’ TAC, HAS BEEN DISMISSED BY THE COURT THROUGH ITS ORDER DATED JULY 22, 2019 DISMISSING COUNTS II, III AND V OF PLAINTIFFS’ TAC. ANSWER TO PLAINTIFFS’ "JURY DEMAND" To the extent Plaintiffs’ TAC can be construed to demand a jury, such demand is admitted only in that Plaintiffs purport to demand a trial by jury. FCA US reserves all arguments regarding whether trial by jury is appropriate as to some or all of Plaintiffs’ claims and claims for relief, and specifically denies that

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Plaintiffs are entitled to a trial by jury where same is not provided for by the operative law.

ANSWER TO PLAINTIFFS’ PRAYERS FOR RELIEF FCA US denies that Plaintiffs, or those individuals whom they seek to represent in this action, are entitled to any remedy or relief of any kind, including the specific relief sought in the unnumbered Prayers for Relief contained on pages 24, 25, 27, 28, 30, 31, 32 and 35 of the TAC. GENERAL DENIAL FCA US denies every allegation of the TAC not expressly admitted in this Answer, including but not limited to the unnumbered, bolded and italicized headings contained in the “APPLICABLE FACTS” section of the TAC. AFFIRMATIVE AND OTHER DEFENSES FCA US hereby presents its affirmative and other defenses to the claims of the Plaintiffs, as well as those asserted by some or all of the members of the putative class, the existence of which is expressly denied, as follows. By including any matter herein, FCA US does not purport to alter, change, or lessen any burden of production or proof on Plaintiffs that would normally apply. FCA US specifically asserts that at all times Plaintiffs bear the burden of production and proof as to all material elements of all of their claims.

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The TAC and each cause of action set forth therein, or some of them, are barred, in whole or in part, because Plaintiffs, and/or some or all of the members of the putative class, fail to state a claim upon which relief may be granted.

SECOND AFFIRMATIVE OR OTHER DEFENSE The TAC and each cause of action set forth therein, or some of them, are barred, in whole or in part, because the employment decisions about which Plaintiffs complain were based upon legitimate, non-discriminatory business reasons, and Plaintiffs cannot demonstrate pretext.

THIRD AFFIRMATIVE OR OTHER DEFENSE The TAC and each cause of action set forth therein, or some of them, are barred, in whole or in part, because the alleged conduct complained of by Plaintiffs is permissible and is not a violation of the Title VII of the Civil Rights Act of 1964 as amended, or the Elliott-Larsen Civil Rights Act because any differentiation was based on reasonable factors other than race.

FOURTH AFFIRMATIVE OR OTHER DEFENSE The TAC and each cause of action set forth therein, or some of them, are barred, in whole or in part, because the alleged conduct complained of by Plaintiffs is permissible and is not a violation of Title VII or the Elliott-Larsen Civil Rights Act to the extent that any alleged practices involved an employee in a foreign country.

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FIFTH AFFIRMATIVE OR OTHER DEFENSE The TAC and each cause of action set forth therein, or some of them, are barred, in whole or in part, because the alleged conduct complained of by Plaintiffs is permissible and is not a violation of Title VII to the extent that any putative class or representative action member voluntarily separated from employment as the result of their participation in a voluntary early retirement incentive plan.

SIXTH AFFIRMATIVE OR OTHER DEFENSE The TAC and each cause of action set forth therein, or some of them, are barred, in whole or in part, because Defendant’s actions were supported by business necessity.

SEVENTH AFFIRMATIVE OR OTHER DEFENSE The TAC and each cause of action set forth therein, or some of them, may be barred, in whole or in part, because Defendant’s actions were job-related and sufficiently related to the essential functions of the jobs Plaintiffs and/or members of the putative class action held.

EIGHTH AFFIRMATIVE OR OTHER DEFENSE The TAC and each cause of action set forth therein, or some of them, may be barred, in whole or in part, to the extent Plaintiffs and/or members of the

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putative class failed to perform the normal functions of their position or conform to the bona fide requirements of their positions.

NINTH AFFIRMATIVE OR OTHER DEFENSE The TAC and each cause of action set forth therein, or some of them, are barred, in whole or in part, because of the applicable statutes of limitations, including, without limitation, those applicable to Title VII, 42 U.S.C. § 2000(e) and the Elliott-Larsen Civil Rights Act, MCL 37.101 et seq.

TENTH AFFIRMATIVE OR OTHER DEFENSE Some Plaintiffs and/or putative class members agreed to a contractually shortened statute of limitations, either one-hundred and eighty days or six months, from the date of the alleged employment action giving rise to their claims. Their claims are barred by that shortened limitations period, and Plaintiffs are not entitled to equitable tolling.

ELEVENTH AFFIRMATIVE OR OTHER DEFENSE Some Plaintiffs and/or putative class members’ claims are barred to the extent they rely on events that occurred more than 300 days before any applicable Charge of Discrimination was filed with the EEOC. TWELFTH AFFIRMATIVE OR OTHER DEFENSE The TAC and each cause of action set forth therein, or some of them, are barred, in whole or in part, because certain Plaintiffs, and/or some or all of the 86

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members of the putative class, failed to timely or adequately exhaust their statutory, administrative, internal, and/or contractual remedies.

THIRTEENTH AFFIRMATIVE OR OTHER DEFENSE The TAC and each cause of action set forth therein, or some of them, are barred, in whole or in part, because the claims of certain Plaintiffs, and/or some or all of the members of the putative class, exceed the scope of their Charge(s) of Discrimination.

FOURTEENTH AFFIRMATIVE OR OTHER DEFENSE The TAC and each cause of action set forth therein, or some of them, may be barred, in whole or in part, by the doctrine of avoidable consequences.

FIFTEENTH AFFIRMATIVE OR OTHER DEFENSE The TAC and each cause of action set forth therein, or some of them, may be barred, in whole or in part, by the exclusive remedy provisions of the Michigan Workers’ Disability Compensation Act, MCL 418.301 et seq.

SIXTEENTH AFFIRMATIVE OR OTHER DEFENSE The TAC and each cause of action set forth therein, or some of them, may be barred, in whole or in part, because Defendant promulgated anti-discrimination and anti-retaliation policies and complaint procedures which were communicated to Plaintiffs and/or members of the putative class, and Defendant exercised reasonable care to prevent and correct promptly any inappropriate conduct.

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Plaintiffs, and/or some or all of the members of the putative class, unreasonably failed to take advantage of the established complaint procedures, failed to take advantage of other preventative or corrective opportunities provided by Defendant, and otherwise failed to avoid harm.

SEVENTEENTH AFFIRMATIVE OR OTHER DEFENSE The TAC and each cause of action set forth therein, or some of them, are barred, in whole or in part, because any recovery to which Plaintiffs, and/or members of the putative class, might otherwise be entitled must be offset by any unemployment benefits and/or other monies and/or benefits Plaintiffs have received or will receive.

EIGHTEENTH AFFIRMATIVE OR OTHER DEFENSE The TAC and each cause of action set forth therein, or some of them, may be barred, in whole or in part, because Plaintiffs, and/or some or all of the members of the putative class, failed to mitigate their alleged damages, if any, or, alternatively, any damages or other relief awarded to Plaintiffs, and/or members of the putative class, must be reduced or limited to the extent of such failure to mitigate.

NINETEENTH AFFIRMATIVE OR OTHER DEFENSE The TAC and each cause of action set forth therein, or some of them, may be barred, in whole or in part, because if Plaintiffs, and/or some or all of the 88

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members of the putative class, suffered any emotional distress as alleged in their TAC, such emotional distress was proximately caused by factors other than their employment, the actions of Defendant and/or anyone acting on Defendant’s behalf.

TWENTIETH AFFIRMATIVE DEFENSE The TAC and each cause of action set forth therein, or some of them, may be barred, in whole or in part, to the extent Plaintiffs seek to recover emotional distress damages because emotional distress damages are unconstitutional under State Farm Mutual Automobile Insurance Co. v. Campbell, 538 U.S. 408 (2003), as well as the United States Constitution.

TWENTY-FIRST AFFIRMATIVE OR OTHER DEFENSE The TAC and each cause of action set forth therein, or some of them, may be barred, in whole or in part, because of the equitable doctrines of unclean hands, estoppel, laches, consent, waiver, and/or unjust enrichment.

TWENTY-SECOND AFFIRMATIVE OR OTHER DEFENSE The TAC and each cause of action set forth therein, or some of them, may be barred, in whole or in part, to the extent Defendant has acquired or will acquire future evidence of wrongdoing by Plaintiffs, and/or some or all of the members of the putative class, and the wrongdoing would have materially affected the terms and conditions of Plaintiffs’ employment or would have resulted in Plaintiffs, 89

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and/or some or all of the members of the putative class, either being demoted, disciplined, or terminated. Such after-acquired evidence may bar Plaintiffs’ claims, and/or the claims of some or all of the members of the putative class, on liability or damages or may reduce such claims or damages as provided by law.

TWENTY-THIRD AFFIRMATIVE OR OTHER DEFENSE The TAC and each cause of action set forth therein, or some of them, are barred, in whole or in part, because Plaintiffs, and/or some or all of the members of the putative class, are not entitled to equitable relief insofar as they have adequate remedies at law.

TWENTY-FOURTH AFFIRMATIVE OR OTHER DEFENSE The TAC and each cause of action set forth therein, or some of them, are barred, in whole or in part, because some Plaintiffs lack Article III standing or statutory (prudential) standing to assert their claims, including but not limited to standing to assert each type of relief that they seek, including injunctive relief.

TWENTY-FIFTH AFFIRMATIVE OR OTHER DEFENSE The TAC and each cause of action set forth therein, or some of them, may be barred, in whole or in part, as a result of bankruptcy proceedings to which Plaintiffs, and/or some or all of the members of the putative class are parties and, thus, are subject to having their individual claims barred under the doctrines of estoppel, equitable estoppel, standing, or other grounds.

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TWENTY-SIXTH AFFIRMATIVE OR OTHER DEFENSE The TAC and each cause of action set forth therein, or some of them, are barred, in whole or in part, because some Plaintiffs, and/or some or all of the members of the putative class, have entered into binding agreements to arbitrate their claims on an individual basis. For the same reason, and on any other basis, the Court lacks jurisdiction over certain claims of Plaintiffs, as well as those of some or all of the members of the putative class, and this Court is an improper venue for same.

TWENTY-SEVENTH AFFIRMATIVE OR OTHER DEFENSE The TAC and each cause of action set forth therein, or some of them, are barred, in whole or in part, because of the doctrine of accord and satisfaction, and specifically because of the execution of binding releases and waivers of their claims by certain Plaintiffs and members of the putative class.

TWENTY-EIGHTH AFFIRMATIVE OR OTHER DEFENSE The TAC and each cause of action set forth therein, or some of them, may be barred, in whole or in part, because Plaintiffs, and/or members of the putative class, are not entitled to an award of prejudgment interest even if they prevail on any or all of their claims.

TWENTY-NINTH AFFIRMATIVE OR OTHER DEFENSE

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The TAC and each cause of action set forth therein, or some of them, may be barred, in whole or in part, because, to the extent asserted in the TAC, any award of punitive damages would violate the U.S. Constitution and any applicable state constitutions under Kolstad v. American Dental Association, 527 U.S. 526 (1999) and its progeny.

THIRTIETH AFFIRMATIVE OR OTHER DEFENSE Plaintiffs and the members of the putative class action are not entitled to liquidated damages as Defendant acted in good faith and without regard to race.

THIRTY-FIRST AFFIRMATIVE OR OTHER DEFENSE The TAC and each cause of action set forth therein, or some of them, are barred, in whole or in part, because there are no employees of Defendant who are similarly situated to Plaintiffs and the members of the putative class, nor can Plaintiffs and/or some or all of the members of the putative class satisfy the requirements of Rule 23 of the Federal Rules of Civil Procedure. Thus, this action cannot be maintained as a class action.

THIRTY-SECOND AFFIRMATIVE OR OTHER DEFENSE Plaintiffs fail to and cannot satisfy the requirements for the maintenance of a class action, including without limitation numerosity, ascertainability, predominance, superiority, typicality, adequacy of representation of both the

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proposed class representatives and proposed class counsel; and Defendant further alleges that public policy considerations do not favor such a certification.

THIRTY-THIRD AFFIRMATIVE OR OTHER DEFENSE Defendant alleges that the TAC, and each cause of action therein, cannot proceed as a purported class action because of difficulties that render the action unmanageable, including, but not limited to, conflicts among class members.

THIRTY-FOURTH AFFIRMATIVE OR OTHER DEFENSE The TAC and each cause of action set forth therein, or some of them, are barred, in whole or in part, because allowing this action to proceed on a class basis would violate Defendant’s rights to due process and equal protection under the law.

THIRTY-FIFTH AFFIRMATIVE OR OTHER DEFENSE The TAC and each cause of action set forth therein, or some of them, are barred, in whole or in part, to the extent there is a conflict of interest between any Plaintiff or any member of the putative class who implemented or otherwise played a role in whole or in part in the purported policies or practices Plaintiffs allege were unlawful and putative class action members who were affected by such purported policies and practices. No unlawfulness of any such purported policies or practices is admitted by way of assertion of this paragraph. Moreover, certification of a class, under the facts and circumstances of this case, would 93

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constitute a denial of Defendant’s substantive and procedural due process rights and/or a denial of equal protection.

THIRTY-SIXTH AFFIRMATIVE OR OTHER DEFENSE The TAC and each cause of action set forth therein, or some of them, may be barred, in whole or in part, under the concepts of res judicata and/or collateral estoppel to the extent any Plaintiff or any member of the putative class has previously pursued claims against Defendant.

THIRTY-SEVENTH AFFIRMATIVE OR OTHER DEFENSE The TAC and each cause of action set forth therein, or some of them, may be barred, in whole or in part, insofar as Plaintiffs, and/or members of the putative class, assert a claim pertaining to benefits, if such claim relates to a plan maintained by Defendant that is an employee welfare benefit plan or pension plan as defined by the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. §1001, et seq. and, therefore, is preempted by ERISA. THIRTY-EIGHT AFFIRMATIVE OR OTHER DEFENSE Plaintiffs’ claims under the Elliott-Larsen Civil Rights Act are barred because Plaintiffs, and/or members of the putative class, have an adequate remedy at law.

THIRTY-NINE AFFIRMATIVE OR OTHER DEFENSE

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Some or all of Plaintiffs’ claims for damages are barred under the ElliottLarsen Civil Rights Act. FORTIETH AFFIRMATIVE OR OTHER DEFENSE Claims for recovery by Plaintiffs, and/or members of the putative class are barred with respect to penalties of any nature.

FORTY-FIRST AFFIRMATIVE OR OTHER DEFENSE Claims seeking recovery in the form of restitution, disgorgement, or injunctive relief by Plaintiffs, and/or members of the putative class, are barred with respect to any alleged violations that have been discontinued, ceased, or are not likely to recur and are therefore moot.

FORTY-SECOND AFFIRMATIVE OR OTHER DEFENSE The TAC and each cause of action set forth therein, or some of them, may be barred, in whole or in part, because if any allegedly unlawful discriminatory or retaliatory motive existed in connection with any employment decisions involving any Plaintiff, and/or member of the putative class, such employment decision would have been the same irrespective of any allegedly unlawful discriminatory or retaliatory motive.

FORTY-THIRD AFFIRMATIVE OR OTHER DEFENSE The TAC and each cause of action set forth therein, or some of them, may be barred, in whole or in part, on the grounds that the employment of Plaintiffs, 95

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and/or members of the putative class could be terminated with or without notice and/or cause.

FORTY-FOURTH AFFIRMATIVE OR OTHER DEFENSE The TAC and each cause of action set forth therein, or some of them, may be barred, in whole or in part, to the extent Plaintiffs, and/or members of the putative class, breached their own duties owed to Defendant.

FORTY-FIFTH AFFIRMATIVE OR OTHER DEFENSE The TAC and each cause of action set forth therein, or some of them, may be barred, in whole or in part, to the extent that if discovery discloses that any of Defendant’s employees engaged in any unlawful or other wrongful acts (which Defendant denies), such acts were outside the scope of their authority and such acts, if any, were not authorized, ratified or condoned by Defendant, nor did Defendant know, nor should have known, of such conduct.

FORTY-SIXTH AFFIRMATIVE OR OTHER DEFENSE The TAC and each cause of action set forth therein, or some of them, may be barred, in whole or in part, to the extent that any acts and practices are alleged

by Plaintiffs, and/or members of the putative class, to have had a discriminatory disparate impact on them because such acts and practices were performed and implemented in good faith and consistent with business necessity, and are permitted on the grounds of business justification.

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FORTY-SEVENTH AFFIRMATIVE OR OTHER DEFENSE Some or all of the damages sought by Plaintiffs are not recoverable under applicable law.

FORTY-EIGHTH AFFIRMATIVE OR OTHER DEFENSE Some or all of the individually named Plaintiffs lack the requisite standing to represent the members of the class they purport to represent, and none of the Plaintiffs can otherwise meet the requirements of a class action under Rule 23 of the Federal Rules of Civil Procedure.

FORTY-NINTH AFFIRMATIVE OR OTHER DEFENSE Some or all of the affirmative or other defenses asserted herein may apply to the claims that may be asserted by some or all of the allegedly “similarly situated” persons or putative class members, as described in the TAC. Pending the conclusion of further discovery and investigation, FCA US respectfully reserves the right to add or delete such further or supplemental defenses as may be warranted by the information developed through discovery and proper to the full defense of this litigation.

WHEREFORE, Defendant FCA US respectfully requests that Plaintiffs’ claims be dismissed in their entirety and with prejudice, that judgment be entered in favor of FCA US and against Plaintiffs, that FCA US be awarded its fees and

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costs incurred in the defense of this action, and any other relief the Court deems proper.

Respectfully submitted, LITTLER MENDELSON, P.C. /s/Daniel E. Turner Daniel E. Turner (Ga. Bar No. 719330) Jacqueline Phipps Polito (NY Bar No. 2582690) Tasha K. Inegbenebor (Ga. Bar. No. 382905) Attorneys for Defendant 3344 Peachtree Road N.E., Suite 1500 Atlanta, GA 30326 (404) 233-0330 dturner@littler.com

MILLER, CANFIELD, PADDOCK AND STONE, P.L.C. /s/Jerome R Watson Jerome R. Watson (P-27082) Brian M. Schwartz (P-69018) Attorneys for Defendant 150 West Jefferson, Suite 2500 Detroit, Michigan 48226 (313) 963-6420 watson@millercanfield.com Dated: August 15, 2019

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CERTIFICATE OF SERVICE I hereby certify that on August 15, 2019, I caused to be electronically filed the foregoing paper with the Clerk of the Court using the ECF system which will send notification of such filing to all attorneys of record.

/s/Jerome R. Watson (P27082) Miller, Canfield, Paddock and Stone, P.L.C. Attorney for Defendant 150 West Jefferson, Suite 2500 Detroit, Michigan 48226 (313) 963-6420 watson@millercanfield.com

34230381.1\155704-00005

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