# Amicus Curiae Brief — Tanco v. Haslam, 135 S. Ct. 1040 (2015) (No. 14-562)

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URL: https://www.frixlaw.com/law-library/documents/brief%3Amicro_IA40385016_0307%3A144

## Record

- **Collection:** Supreme Court brief
- **Document type:** Amicus Curiae Brief
- **Published:** January 1, 2015

## Text

Supreme Gourn, U.S.
FILED

MAR 5 - 2015

Nos. 14-556, 14-562, 14-571, 14-57hS OF THE CLERK

IN THE

Supreme Court of the Gnited States

JAMES OBERGEFELL, ET AL.,
Petitioners,
Vv.
RICHARD HODGES, DIRECTOR, OHIO DEP’T OF HEALTH,
ET AL.,
Respondents.

On Writs of Certiorari to the United States
Court of Appeals for the Sixth Circuit

BRIEF OF 379 EMPLOYERS AND ORGANIZATIONS
REPRESENTING EMPLOYERS AS
AMICI CURIAE IN SUPPORT OF PETITIONERS

MEGHAN RHEA SUSAN BAKER MANNING
WG+R LAw GROUP, P.C. Counsel of Record
2233 Santa Clara Avenue MICHAEL L. WHITLOCK
Alameda, California 94501 AMANDA D. SMITH

(510) 323-4034 JOHN A. POLITO

JAWAD MUADDI

MORGAN, LEWIS & BOCKIUS LLP
2020 K Street N.W.
Washington, D.C. 20006

(202) 373-6000

susan.manning@morganlewis.com

Counsel for Amici Curiae
LEEPER REALE IIL EL IGOOOOLLG L IS ALLO LLG IONE LGLLE ATE OIG LOLOL IC A ESOL! GIG LE ERNE

BRITTANI HENRY, ET AL.,

Petitioners,
Vv.
RICHARD HODGES, DIRECTOR, OHIO DEP’T OF HEALTH,
ET AL.,
Respondents.

VALERIA TANCO, ET AL.,
Petitioners,
Vv.
WILLIAM EDWARD “BILL” HASLAM, GOVERNOR OF TEN-
NESSEE, ET AL.,
Respondents.

APRIL DEBOER, ET AL.,
Petitioners,
Vv.
RICK SNYDER, GOVERNOR OF MICHIGAN, ET. AL.
Respondents.

GREGORY BOURKE, ET AL., AND TIMOTHY LOVE, ET AL,
Petitioners,
Vv.
STEVE BESHEAR, GOVERNOR OF KENTUCKY, ET AL.,
Respondents.

TABLE OF CONTENTS

INTEREST OF THE AMICI CURIAE....................... 1
SUMMARY OF THE ARGUMENT ......................... 14
IT ciiciiidesiietinticituiaithianiiig dninariiti isiieaprreamtaitstiaprinipsinnn 15
A. Our Businesses Benefit From Diversity
Re iccrbicniiiiniinintniintnninenssininiancennens 20
B. To Reap The Rewards Of Diversity,
Employers Need To Be Able To Re-
cruit And Retain Top Talent, In Part
Through Equitable And Competitive
SED HEIN: cccentinccinneminentncesincenesseetane 23
1. Employees in same-sex rela-
tionships receive varying, if
any, access to the rights, bene-
fits, and privileges that differ-
ent-sex couples enjoy. .....................- 27
2. Marriage discrimination drives
talented individuals away from
jurisdictions in which amici do
Ne a 30
of Marriage Discrimination Injures Ami-
gf Ee a ee 35
3 The states’ bans impose signifi-
cant burdens on our employees
and our businesses. ........................+- 36
2. State bans undermine our cor-
I Gr tetictnrteenetnsanecssscennsscin 41
IED ncnecnichinattebianininiiimatenneinsiiatmmnaanubinn 44

APPENDIX A: IDENTIFICATION OF AMIC7........ 1

- iil -

TABLE OF AUTHORITIES

PAGE(S)
CASES

In re Adoption of K.R.S.,

109 So. 3d 176 (Ala. Civ. App. 2012) ................... 29
Ex parte Ala. ex rel. Ala. Policy Inst.,

No. 1140460 (Ala. Mar. 3, 2015) ......................000 16
Baskin v. Bogan,

766 F.3d 648 (7th Cir. 2014) .......................... 17, 19
Bostic v. Schaefer,

760 F.3d 352 (4th Cir. 2014)........................- 17, 18
Brenner v. Scott,

999 F. Supp. 2d 1278 (N.D. Fla. 2014) ................ 17
DeBoer v. Snyder,

TTS FBG BES ER Cae. BOUTS) «0.2 cccccccccccsccccccccccscccess 19

Garden State Equal. v. Dow,
82 A.3d 336 (N.J. Super. Ct. Law Div. 2013) ...... 17

Goodridge v. Dep’t of Pub. Health,
798 N.E.2d 941 (Mass. 2003) ...................2-.2ec0e00e- 16

Griego v. Oliver,
316 P.3d 865 (N.M. 2018)..............ccccc.cccccccccccccccee 17

Grutter v. Bollinger,
539 U.S. 306 (2003) ......... FR eLean eee a a eee oO 23

o 1Y «

Kitchen v. Herbert,
755 F.3d 1193 (10th Cir. 2014).......... 17, 18, 28, 42

Latta v. Otter,
71 F.3d 456 (9th Cir. 2014) ........................00-. 17, 19

Murphy v. Colvin,
No. 1:14-cv-01764 (D.D.C. Oct. 22, 2014)

Searcy v. Strange,
No. 14-0202, 2015 WL 328728 (S.D. Ala.
a a seasiaaniiniiniendsialieioinade 17

In re Seb C-M,
NYLJ 1202640527093 (N.Y. Surr. Ct.
Se ee Se ae aE nT a 31

Strawser v. Strange,
No. 14-0424, 2015 WL 589917 (S.D. Ala.
SU a 16

Taylor v. Brasuell, No. 1:14-cv-00273 (D.
ee 28

United States v. Windsor,
Be ls Gs PIED ccicrcccceccsuscsccdncccsonscescess passim

Varnum v. Briten,
763 N.W.2d 862 (Iowa 2009) ........0000 ccc eee eee 16

Waters v. Ricketts,
No. 8:14-cv-356 (D. Neb. Mar. 2, 2015)................ 16

Whitewood v. Wolf,
992 F. Supp. 2d 410 (M.D. Pa. 2014)............0...... 17

-V-
FEDERAL STATUTES

| ER ee ee a ae 27

I ii sae icinnsnttnidodadannenion 27
STATE CONSTITUTION

is, Sa RS Oe I, Feo icicccncienecnnasenedsinnioense 36

STATE AND D.C. STATUTES

6 § lL Ll Oe: 16
I i 17
Sie: EUs Gis, ily OP BEF cocecisnnnnannnnncenessssnevscennnane 16
RE Ee ee 16
te Ny I, I ccc rteninpeennehinlbmiembensaineutinn 16
750 ILL. COMP. STAT. § B/201 ............ccccccccccccccsccccscscoes 16
i: ry Is Ot I ccntiiicinidtaninddnnandenenenicsoninebeniies 16
Fe ts Ge Ms OP i cccsccinciinisccsestccnnntnnnscnennenceaes 16
7EO TLL.. COREP. HPAP. § B1B.1 ...cccccccccccccocccscsccccscscocsccee 16
ks CaS, SINT, Ot TTI acs nsirscemadeiniciannegenannnbenteneduntion 16
ee le, Ge Ss Oe Pe citcincevccinicntntsedcncenianinnnniinn 16
ME. REV. STAT., TIT. 19-A § 650-A....220..0....0.. 0c cece eee ee 16

MD. CODE ANN., FAM. LAW § 2-201 ....................eeeeees 16

- vi -

DENS. TRAR.. B BET IR ceccccesscctunisstenessestntnisiiainmina 16

N. H. REV. STAT. ANN. § 457:1-8..........ccccccccccccccesecseces 16

Be. ho BORE, FER. Bal BD coccccccccccssssssiancensmemmaas 17

ci. GUE, Ta E Bie B«.coccctsccomseessnssmmeacsentiaamenniaee 17

Wer, SU. ABTS. GAB. BD BB cciccccctonsccssecenscesteintsnaaianin 17

WASH. REV. CODE § 26.04.010................cccccececececeeeeees 17
OTHER AUTHORITIES

Belle R. Ragins, et al, Making the Invisible
Visible: Fear and Disclosure of Sexual
Orientation at Work, 92 J. APPLIED Psy-
B,C ee a 26

C. Matthew Schulz, Recruiting & retaining
the best & brightest talent, L.A. DAILY J.
SR Gi: SUITE ncviencncdssentinncetecnnieesiaiisinmnel 25

CEB, Diversity & Inclusion, 3 March
2015, www.executiveboard.com/exbd/hu
man-resources/corporate-leadership-
council/diversity-and-
inclusiON/INdEX. Page ..............-cceceescceccscereccececcececes 21

Evan Wolfson, Protections Denied to Same-sex
Couples & Their Kids, FREEDOM TO MARRY,
www.freedomtomarry.org/pages/from-why-
marriage-matters-appendix-b-by-evan-

CD ccccncecccsstevsinctsitunbipseennainnpiaiinialiniieal See 29

- Vil -

Feng Li & Venky Nagar, Diversity &
Performance, 59 MGMT. ScI. 529
a 21, 22, 41, 43

Ga. Dep’t of Revenue, Informational Bulletin
No. T-2013-10-25; U.S. Supreme Court &
the Defense of Marriage Act (Oct. 25, 201
3), www.dor.georgia.gov/sites/dor.georgia.
gov/files/related_files/document/LATP/Bu
lletin/DOMA_ bulletin_10-25-2013_1.pdf............. 37

Gary J. Gates, Williams Institute, UCLA
School of Law, Marriage Equality & the
Creative Class (May 2009),
www.williamsinstitute.law.ucla.edu/wp-
content/uploads/Gates-MA-Creative-
Class-May-2009. pdf. ..................ccccecececseeceecerscseeses 32

Global Diversity & Inclusion: Fostering In-
novation Through a Diverse Workforce,
FORBES INSIGHTS (July 2011),
www.forbes.com/forbesinsights/
innovation_diversity..........................ess-s+ 20, 21, 23

Governor Terry McAuliffe, Governor McAuliffe
Statement on Bostic v. Rainey Ruling
(Feb. 14, 2014), www.governor.virginia.gov/
news/newsarticle?articleld=3302......................... 34

Hon. Eric H. Holder, Jr., U.S. Atty. Gen.,
Remarks at the Human Rights Campaign
Greater N.Y. Gala (Feb. 10, 2014)
www.justice.gov/iso/opa/ag/speeches/2014
lag-speech- 140210. html........................2. cece cence eee ee 29

- Vill -

Human Rights Campaign, 2014 Municipal
Equality Index: A Nationwide Evaluation
of Municipal Law (2014), www.hre-
assets.s3-website-us-east-
l.amazonaws.com//files/assets/resources/
ES eee ... 32

Human Rights Campaign, Corporate
Equality Index (2015), www.hrc.org/camp
aigns/corporate-equality-index ........................ ... 20

Human Rights Campaign, Domestic Partner
Benefits: Grossing Up to Offset Imputed
Income Tax, www.hrc.org/resources/entry
/domestic-partner-benefits-grossing-up-
to-offset-imputed-income-tax ...................-........... 39

Janell L. Blazovich, et al., Do Gay-friendly
Corporate Policies Enhance Firm Perfor
mance? (Apr. 29, 2013), www.west-
info.eu/files/gayfriendly 1 .pdf ................... 22, 25, 30

Joanne Sammer & Stephen Miller, The
Future of Domestic Partner Benefits: If
same-sex couples can wed, should
employers provide benefits to unmarried
couples?, SOC’Y FOR HUM. RES. MGMT.
(Oct. 21, 2013), www.shrm.org/hrdiscipli
nes/benefits/articles/pages/domestic-
partner-benefits.aspx ....................c.cceeececeeseeeeeeees 36

- ix -

Katie Kopansky & Jerry Cacciotti, “The Cost of
Inconsistency: Quantifying the Economic
Burden to American Business from the
Patchwork Quilt of Marriage Laws”
(Oct. 2014), www.outandequal.org/wp-
content/uploads/2014/12/nyc.pdf............. 18, 36, 41

Level Playing Field Inst., The Corporate
Leavers Survey: The Cost of Employee
Turnover Due Solely to Unfairness in the
Workplace (2007), www.|pfi.org/sites/defa
ult/files/corporate-leavers-survey.pdf .................. 26

Marian Moser Jones, Will Same-Sex-
Marriage Rulings Lead to an LGBT
Brain Drain in Some States?, CHRON. HI
GHER EDUC. (June 27, 2013), www.chroni
cle.com/blogs/conversation/2013/06/27/wil
]-same-sex-marriage-rulings-lead-to-an-
lgbt-brain-drain-in-some-states/ ......... abietiareonnets 34

Matt Apuzzo, More Federal Privileges to
Extend to Same-Sex Couples, N.Y. TIMES
(Feb. 8, 2014), www.nytimes.com/2014/02
/09/us/more-federal-privileges-to-extend-
to-same-sex-couples. html ....................cceceeeceeseeeees 29

Matt Motyl, et al., How Ideological
Migration Geographically Segregates
Groups, 51 J. EXPERIMENTAL SOC.
Cer aerere 31

~X-

Max Messmer, Four Keys to Improved Staff
Retention, STRATEGIC FIN. (Oct. 2006),
www.imanet.org/PDFs/Public/SF/2006_1
TTT AT TEE

MetLife, Insights from MetLife’s 12th
Annual U.S. Employee Benefit Trends
Study (2014), www.benefittrends.metlife.
com/assets/downloads/benefits-

breakthrough-summaries-2014.pdf............... 24, 25

Michael J. Moore, Same Sex Marriage Rules
Hamper Wall Street’s Recruiting,
BLOOMBERG Bus. (Apr. 30, 2013)................... 32,

Movement Advancement Project et al., A
Broken Bargain: Discrimination, Fewer
Benefits and More Taxes for LGBT
Workers (Full Report) (June 2013),
www.lgbtmap.org/file/a-broken-bargain-

NS eT ETE 20, 35, 39

M.V. Lee Badgett, et al., The Business
Impact of LGBT-Supportive Workplace
Policies, WILLIAMS INSTITUTE (May 2013),
www.williamsinstitute.law.ucla.edu/wp-
content/uploads/Business-Impact-LGBT-

Policies-Full-Report-May-2013.pdf.......... 22, 23, 26

NAT'L CONFERENCE OF STATE LEGISLATURES,
Same Sex Marriage Laws, www.ncsl.org/
research/human-services/same-sex-
ID ocietctcnnnctecscescnnsenerinetinessnenernin

os

Nick Anderson, Outgoing rector warns
Virginia on gay marriage, WASH. POST
I: TK Tienda nennniiatibiaiiiieninenninindiies 84

Only skin deep? Re-examining the business
case for diversity, DELOITTE POINT OF
VIEW (Sept. 2011), www.ced.org/pdf/Deloi
i Se Se SI oicncesseccennusensnnnscenensonssesens 21

OuT & EQUAL, Majority of Americans Believe
Gay and Lesbian Couples in Committed
Relationships Should Receive Equal
Workplace Benefits as Heterosexual
Married Couples (Oct. 4, 2010), www.har
risinteractive.com/NewsRoom/PressRelea
ses/tabid/446/ctl/ReadCustom%20Default
/mid/1506/Articleld/577/Default.aspx............ 25, 26

OuT & EQUAL, Most Americans Say Employers
Should Never Discriminate, Even on Religious
Grounds, According to Latest Harris/Out &
Equal Poll, (Oct. 30, 2014), www.harrisintera
ctive.com/NewsRoom/HarrisPolls/tabid/447/ctl
/ReadCustom%20Default/mid/1508/Articleld/1
SILI nscncnrennsnemedsteeiundnimnnnagtempamenddientenia 31

Out on the Street & Immigration Equality,
Thinking Outside of the Closet: The Cost
of LGBT Exclusion; How Discriminatory
Immigration Laws Hurt Business (Feb. 5,
2013), www.outleadership.org/wpcontent/
uploads/2013/11/Thinking-Outside-the-
TIT ccnnitncncengnnensnddansenenenetnanennniinten 33

xii -

Paula Andruss, How to Attract—And Retain—
Staff When You Can't Pay Big Bucks,
ENTREPRENEUR MAG. (June 27, 2012),
www.entrepreneur.com/article/223516 ......... 24, 25

Peter K. Scott, State Positions on Same-Sex
Married Couple Filing Status Will Affect
Employers, Worldwide ERC® (Feb. 3, 2014),
www.worldwideerc.org/Blogs/MobilityLawB
log/Lists/Posts/Post.aspx?List=cO20aee5%2
D48ad%2D47b2%2D8295%2Da4cf7 1 ba9e34
TT ch iiiiesineasieereeehtedahiedaieahiatiaidesi sini eae adininniiieadie 40

Richard Florida, THE RISE OF THE CREATIVE
CLASS—REVISITED (2d ed. 2012)...............00..000000- 38

Scott B. Button, Organizational Efforts to
Affirm Sexual Diversity: A Cross-Level
Examination, 86 J. APPLIED PSYCHOL. 17
ene rene Ser ENE 26

Sophia Kerby & Crosby Burns, The Top 10
Economic Facts of Diversity in the
Workplace, CTR. FOR AM. PROGRESS
(July 12, 2012), www.americanprogress.org
/issues/labor/news/2012/07/12/11900/the-
top-10-economic-facts-of-diversity-in-the-
St icnncnsccntsttnncnseenccsnctietuniaiiniinaneuiinmeieininnbiie 25

States, Freedom TO MARRY,
www .freedomtomarry.org/states/ ......................6. 17

- Xill -

Tara Siegel Bernard, A Progress Report on
Gay Employee Health Benefits, N.Y.
TIMES (updated Mar. 4, 2013), www.buck
s.blogs.nytimes.com/2010/12/14/a-
progress-report-on-gay-employee-health-

I ichtachendienailin celeb ehmareieaiteaemeniiandiiinasiataiidinn 39, 40

Todd Sears, et al., Thinking Outside the
Closet: How Leaders Can Leverage the
LGBT Talent Opportunity, OUT ON THE
STREET (2012), www.outleadership.org/w
p-content/uploads/2013/11/Thinking-

Outside-the-Closet-Volume-One.pdf.............. 21, 42

Todd A. Solomon & Brett R. Johnson,
Walking Employers Through the
Regulatory Maze Surrounding Same-Sex
Domestic Partner Benefits, PROBATE &
PROPERTY 14 (Mar./Apr. 2012), www.ame
ricanbar.org/content/dam/aba/publication
s/probate_property_magazine/v26/02/201
2 aba_rpte_pp_v26_2 mar apr_solomon_
johnson.authcheckdam.pdf ....................cc0eeeeeeeeees

Todd A. Solomon & Brian J. Tiemann, Jssues
to Consider in Providing a Tax Gross-Up
for Emps. Covering Same-Sex Spouses &
Partners under the Employer’s Medical,
Dental, & Vision Plans, 4 (No. 2)
BLOOMBERG L. REPORTS—
EMPLOYEE BENEFITS (2011), www.mwe.c
om/info/pubs/solomon_tiemann_tax_gross
-up_for_employees.pdf.......... peceathinnmbenssannmneesiniinies

- xiv -

U.K. Gov’t Equalities Office, Dep’t for Bus.
Innovation & Skills, The Business Case
for Equality and Diversity: A survey of
the academic literature, BIS OCCASIONAL
PAPER No. 4 (Jan. 2013), www.gov.uk/gov
ernment/uploads/system/uploads/attach
ment_data/file/49638/the_business_case_
for_equality_and_diversity.pdf ...........................- 43

U.S. Bureau of Labor Statistics, Employee
Benefits in the U.S. (July 25, 2014),
www.bls.gov/news.release/ebs2.nr0.htm ............. 24

U.S. Gen. Accounting Office, GAO-04-353R,
Defense of Marriage Act: Update to Prior
Report (Jan. 23, 2004), www.gao.gov/
EE ircitcctuddenninccttniicietecsconseressece 30

U.S. Office of Personnel Mgmt., Grossing Up
Awards, Why & Why Not, www.opm.gov/
policy-data-oversight/performance-
management/performance-management-
cycle/rewarding/grossing-up-awards ............. 39, 40

INTEREST OF THE AMICI CURIAE'

This brief is submitted with the written consent of
all parties pursuant to Rule 37.3(a).

Amici include technology, materials, airline,
financial services, healthcare, medical technology,
consumer products, apparel, and entertainment
companies, hoteliers, restaurateurs, service
providers, and _ retailers, ranging from small
businesses to Fortune 100 companies. Amici share a
profound desire to attract and retain a talented
workforce.

Some of the states in which amici do business
make marriage equally available to all of our
employees and colleagues; others prohibit marriages
between couples of the same sex and refuse to
recognize existing same-sex marriages. This dual
regime burdens amici. It creates legal uncertainty
and imposes unnecessary costs and administrative
complexities on employers, and requires differential
employer treatment of employees who are similarly
situated save for the state where they reside.

State laws that prohibit or decline to recognize
marriages between same-sex couples hamper
employer efforts to recruit and retain the most

1 Pursuant to Rule 37.6, counsel for amici certify that no
counsel for any party had any role in authoring this brief in
whole or in part, and that no person other than amici, their
members, or their counsel made any monetary contribution in-
tended to fund the preparation or submission of th « brief. The
parties have consented to the filing of this brief, and their letters
of consent have been filed with the Clerk.

.2.

talented workforce possible in those states. Our suc-
successes depend upon the welfare and morale of all
employees, without distinction. The burden imposed
by inconsistent and discriminatory state laws of
having to administer complicated schemes to account
for differential treatment of similarly situated
employees breeds unnecessary confusion, tension,
and diminished employee morale.

Amici submit this brief to advise the Court of the
adverse impact on employers of these conflicting legal
schemes.

Amici curtae are the following employers and
organizations representing employers:

A.L. Nella & Company, LLP, CPAs
A.T. Kearney

Aardema Whitelaw, PLLC
Acacia Home LLC’

Accenture

Aetna Inc.

Air Products and Chemicals, Inc.
AJ Leo Electric and Solar
Akamai Technologies, Inc.
Alaska Airlines

Alcoa Inc.

Amazon Services Inc.”
Amazon.com, Inc.

American Airlines Group Inc.
American Apparel"

American Express Company

* Denotes amici represented by WG+R Law Group, P.C., rather
than Morgan, Lewis & Bockius LLP.

=

American International Group, Inc.*
Aparicio-Mercado Law, L.C.”

Apple Inc.

AppNexus Inc.*

Aramark

Arbor Brewing Company, LLC
Arnold & Porter LLP

Aspen Skiing Company

Assemble Sound LLC

AT&T Inc.

Atlas Cut Stone

Atticus Circle .
The Austin Gay and Lesbian Chamber of Commerce
Avanade Inc.

Bain & Company, Inc."

Bakehouse Art Complex*

Baker & McKenzie LLP

Bank of America

The Bank of New York Mellon Corporation
Barclays

Barnes & Noble, Inc.

bebe stores, inc.

Becton, Dickinson and Company
Belcampo Inc.

Ben & Jerry’s

Big Duck Studio, Inc.

Bigelow Villa LLC

Billy’s Farm*

BlackRock, Inc.

Bloomberg L.P.

Blue Apron, Inc.

Blue Heron Ventures

Blue Moon Hotel / Winter Haven Hotel"
Blume, Faulkner & Skeen, PLLC’

a” e

Boehringer Ingelheim Pharmaceuticals, Inc."
Boston Community Capital, Inc.
Boston Consulting Group”

The Boston Foundation"

Boston Medical Center Corporation”
Boston Scientific Corporation

Brady Mills LLC

BrandQuery LLC

Bristol-Myers Squibb Company
Broadcom Corporation

Brocade

Cablevision Systems Corporation
Capital One Financial Corporation
Captain Wendell’s Marine Services LLC
Cardinal Health, Inc.*

Care Resource

CBS Corporation

CEB

Central Physical Therapy and Fitness, PSC
CGI

Charlotte Business Guild

The Chubb Corporation“

CIGNA Corporation

Cisco Systems, Inc.

Citigroup Inc.

City Catering Company

City Lites Neon, Inc.

The City of Ann Arbor, Michigan
Civitas Public Affairs Group

Clean Yield Asset Management
CloudFlare, Inc.

CMIT Solutions of Seattle Downtown
The Coca-Cola Company

Cohen & Associates

= =

Colgate-Palmolive Company

Columbia FunMap, Inc.“

Comcast Corporation

The Computer Butler

ConAgra Foods, Inc.*

The Corcoran Group

Corner Brewery, LLC*

Corning Incorporated“

Cox Enterprises, Inc.

Crazy Misfits Pet Services

Credit Suisse Securities (USA) LLC
Cummins Inc.

Cupcake Royale”

CVS Health Corporation

Dallas Voice

Dana-Farber Cancer Institute, Inc.*
Danaher Corporation

David J. Jarrett, P.C.

David Kosar Insurance Agency

David Mack Henderson Income Tax Preparation
DCI Group AZ, L.L.C.*

Deloitte LLP

Delta Air Lines, Inc.

Depository Trust & Clearing Corporation”
The Desert Business Association“
Deutsche Bank AG

Diageo North America, Inc.

DIRECTV

DocuSign*

Domini Social Investments LLC

The Dow Chemical Company
Dreamcatcher Arts and Publishing Ltd. *
Dropbox, Inc.
DuPont

\

eBay Inc.

Edelman

Eldercare Consulting

Electronic Arts Inc.
EnduringHydro, LLC

Ernst & Young LLP

The Estée Lauder Companies Inc.
Event Kents”

Everything Real Estate LLC
Express Movers Inc.

Facebook, Inc.

Farella Braun + Martel, LLP
Fastsigns”

Fenwick & West LLP

First Data Corporation”

Ist Security Bank

lstdibs.Com, Inc.

FIT Technologies

Flanery CPA

Full Court Press Communications
G.A.W.., Inc. *

The Gay and Lesbian Chamber of Commerce Nevada"
General Electric Company
General Mills, Inc.

Gensler

Gilt Groupe Holdings, Inc.
GlaxoSmithKline LLC

Gleason & Associates Claims Services
Go Facvory, Inc.

Goethel Engelhardt, PLLC

The Goldman Sachs Group, Inc.
Google Inc.

Goulston & Storrs, P.C.*

Great Officiants LLC

«9.

The Greater Connecticut Gay and Lesbian Chamber
of Commerce

Greater San Diego Business Association"

Greater Seattle Business Association

Greensulate

Grossman Marketing Group

Group Health Cooperative”

Groupon*

Growing Hope

Harrell Remodeling

The Hartford Financial Services Group, Inc.*

Healthline

Hewlett-Packard Company

Hilton Worldwide Holdings Inc.”

Holdredge Wines

Homeward Pet Adoption Center

Horizon Air Industries, Inc.

House Packard LLC

HSBC

Ikard Wynne LLP

The Independence Business Alliance

The Inland Northwest Business Alliance

Insala, Ltd

Inspirato, LLC

Integrated Archive Systems, Inc.

Integrity Law Group”

Intel Corporation*

Intuit Inc.

INUS Group, LLC

Jackson Hole Group LLC

Jagod Designs

Jazz Pharmaceuticals, Inc.

Jenn T. Grace International LLC

Jennifer Brown Consulting

-8-

JetBlue Airways Corporation

The Jim Henson Company

Johnson & Johnson

Johnston, Kinney and Zulaica LLP
Jonathan L. Bowman, Attorney at Law, PS
JPMorgan Chase & Co.

Julian Chang Consulting, Inc.

kapchur.us photography

The Kathy A. Janssen Foundation

Kazan, McClain, Satterley, & Greenwood, PLC
Keir Jones Agency — State Farm

Keker & Van Nest LLP”

KEO Marketing Inc.

Kimberly-Clark Corp.

Kimpton Hotel & Restaurant Group, LLC
Kollmar Sheet Metal Works, Inc.

Kotzan Chiropractic”

KPMG LLP

Lambda Business Association
Laparoscopic Institute for Gynecologic Oncology
Larson Marketing & Communications LLC
Laughton Properties”

Law Offices of Joel L. Sogol

Law Office of Lisa E. Schuchman

Law Office of Lorie L. Burch, PC

Law Offices of Robin L. Bodiford, P.A.*

The Law Office of Susan K. Fuller, PLLC
Levi Strauss & Co.

Liberty Burger”

Lieff Cabraser Heimann & Bernstein, LLP
Life & Love Celebrations”

Link in the Chain Foundation, Inc.

Littler Mendelson, P.C.

LNT, Inc.

-9-

The Long Beach Gay & Lesbian Chamber of
Commerce

Lori Karbal et al*

Loring, Wolcott & Coolidge Trust, LLC

The Los Angeles Gay & Lesbian Chamber of
Commerce“

Main Street Hair Shoppe Ltd.

Marriott International, Inc.

Marsh & McLennan Companies, Inc.

Massachusetts Mutual Life Insurance Company

McGraw Hill Financial, Inc.*

McKesson Corporation”

McKinsey & Company, Inc.*

Merca Property Management

The Miami-Dade Gay & Lesbian Chamber of
Commerce

Microsoft Corporation“

The Mid-America Gay & Lesbian Chamber of
Commerce

Miller & Olson, LLP

Miller Shelton Group, LLC*

MillerCoors LLC

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Mona Smith PLLC

Moody’s Corporation

Morgan Miller Plumbing

Morgan Stanley

MWW Public Relations

NAMI Dallas, Inc. *

The Nashville LGBT Chamber of Commerce

The National Gay & Lesbian Chamber of Commerce

Nationwide Mutual Insurance Company

Neumann Capital Management, LLC

The New England Patriots

-10-

New Leaf Columbus
New York Life Insurance Company
Nifty Hoops, LLC
NIKE, Inc.*
Nixon Peabody LLP”
North Texas GLBT Chamber of Commerce”
Northrop Grumman Corporation
OBOX Solutions
Office Depot, Inc.
The Ogilvy Group, Inc.
Ogletree, Deakins, Nash, Smoak & Stewart, P.C.
ONE Community Media, LLC
1 Source Consulting Solutions”
Oracle America, Inc.
Orbitz Worldwide, Inc.“
Out & Equal Workplace Advocates
Outerwall Inc.
Pakmode Publications, LLC
d/b/a Pakmode Media + Marketing
Pandora Media, Inc.
PATH
Peabody & Arnold LLP”
Pepper Hamilton LLP
PepsiCo
Pfizer Inc.
Pixelligent Technologies LLC
Plexus Education Foundation
Plexus LGBT and Allied Chamber of Commerce
Portland Area Business Association"
PricewaterhouseCoopers LLP
PrideFest
The PrintingWorks
Pro-Tec Data, Inc.
Procter & Gamble

oi} -

ProTrials Research, Inc. ”*

Prudential Financial, Inc.

Puma Spring Vineyards

Qualcomm Incorporated

Quorum

RAFI Architecture and Design“

Rainbow Chamber of Commerce Silicon Valley
Ralph’s Regal Weddings

Ray Holley Communications*

RBC Capital Markets, LLC

Replacements, Ltd.*

Restaurant Management Concepts
Reverberate! Marketing Communications, Inc.
Rising Tide Brewing Company”

RJR Photography

Robert H Stutz Jr CPA“

Rockwell Automation, Inc.

Rotella & Hernandez, LLC

The Sacramento Rainbow Chamber of Commerce*
Sadek Bonahoom PLC

The San Francisco Chamber of Commerce
The San Francisco Giants

The Seattle Lesbian, LLC

Seattle Metropolitan Chamber of Commerce”
Sempra Energy“

Seyfarth Shaw LLP

Shingles Roofing LLC*

Sidetrack, Inc. *

Simon, Schindler & Sandberg LLP
Skellenger Bender, P.S.

Skyworks Solutions, Inc.*

Sleeves Up Productions, LLC“

Sow

Spectra Law PS

- 12-

Spry Vision, Inc.
St. Jude Medical, Inc.
Staples, Inc.*
Starbucks Corporation
Starrtek LLC*
State Street Corporation
Steven Graves Insurance Agency*
Stonewall Behavioral Health
Stonewall Columbus
Stuffed Cakes, LLC*
Sun Life Financial (U.S.) Services Company, Inc.
SunDaily
Support.com, Inc.
Sweet Dixie Kitchen*
Symantec Corporation
Taber Food Services, Inc.
dba Hobee’s California Restaurants
The Tampa Bay Rays
Target Corporation
TD Bank, N.A.
TD Securities (USA) LLC
Tech Data Corporation”
TestTracks
Thinking Cap Communications & Design
Third Point LLC
Thomson Reuters”
Tiwary Entertainment Group LLC
TNT Promotions, LLC*
TOCA Events, LLC*
TravelOut, Inc.
Tutta Bella Neapolitan Pizzeria
Twitter, Inc.
206 Inc. *
UBS AG

» 13-

The Ultimate Software Group, Inc.
United Air Lines, Inc.

United Therapeutics Corporation
Uptown Physicians Group”

VCB Consulting & Accounting Services”
Verizon Communications Inc.

Viacom Inc.

Visa Inc.”

VitaPerk”

VMware, Inc.”

W. M. Martin Advertising

W.W. Grainger, Inc.”

W/S Development Associates LLC
Walsh Wellness Center”

The Walt Disney Company”

Wasserman Media Group

Wells Fargo & Company

Whey Natural! USA LLC

Wisconsin LGBT Chamber of Commerce
Witeck Communications, Inc.

The Workplace Equality Index
Wyndham Worldwide Corporation
Xerox Corporation"

Xfund

YES DESIGN GROUP

Ypsilanti Downtown Development Authority
Zausmer, Kaufman, August & Caldwell, P.C.
Zingerman’s Community of Businesses
ZoomSystems

Zynga Inc.

~ 848
SUMMARY OF THE ARGUMENT

More than seventy percent of Americans live in a
state that celebrates and recognizes same-sex
marriages. But many states continue to prohibit
same-sex couples from marrying, and decline to
recognize the valid, existing marriages of citizens
married to a spouse of the same sex. This fractured
legal landscape harms employers and employees
alike.

Over the past several years, federal and state
courts have evaluated the constitutionality of same-
sex marriage bans to varying effect. Amici already
operate against a complicated, uncertain, and
frequently changing backdrop of laws and
employment-related regulations that increase our
administrative costs. Inconsistent state marriage
laws impose an added economic burden on American
businesses at an estimated cost of over one billion

dollars per year.

Discriminatory state laws force amici to
implement inconsistent policies across the various
jurisdictions in which we operate, our stated
corporate principles of diversity and _ inclusion
notwithstanding. Our ability to grow and maintain
our businesses by attracting and retaining the best
employee talent is hindered. The patchwork of state
laws applicable to same-sex marriage thus impairs
our business interests and employer/employee
relations. If the Court were to affirm the decision
below, the costs and uncertainty imposed by
inconsistent state marriage laws will only continue.
In contrast, reversal will reduce current costs,

~

administrative burden, and diversior of resources
from our core businesses.

We therefore respectfully urge the Court to re-
verse the decision below and affirm a uniform princi-
ple that all couples share in the right to marry.

ARGUMENT

Nearly two years ago, the Court held in United
States v. Windsor that the federal government may
not, consistent with the Constitution, refuse to recog-
nize valid marriages between persons of the same
sex.2 The Court noted that some jurisdictions had de-
termined that same-sex couples should have “the
right to marry and so live with pride in themselves
and their union and in a status of equality with all
other married persons.”3 The Court concluded that

no legitimate purpose overcomes the
purpose and effect to disparage and to
injure those whom the State, by its
marriage laws, sought to protect in per-
sonhood and dignity. By seeking to dis-
place this protection and treating those
persons as living in marriages less re-
spected than others, the federal statute
is in violation of the Fifth Amendment.‘

2 133 S. Ct. 2675 (2013) (invalidating Section 3 of the
Defense of Marriage Act of 1996).

. Id. at 2689.
4 Id. at 2696.

- 16-

Marriage is now equally available to all couples,
regardless of each partner’s sex, in thirty-seven
states and the District of Columbia.5 In sixteen of
those states and the District of Columbia, state law
provides same-sex couples with equal access to mar-
riage—state laws that stand independent of whatever
constitutional judgment the Court issues in this
case. In the other twenty-one states, same-sex cou-

ad Marriages between same-sex couples are currently li-
censed by Alabama, Alaska, Arizona, California, Colorado, Con-
necticut, Delaware, Florida, Hawaii, Idaho, Dlinois, Indiana,
Iowa, Kansas, Maine, Maryland, Massachusetts, Minnesota,
Montana, Nevada, New Hampshire, New Jersey, New Mexico,
New York, North Carolina, Oklahoma, Oregon, Pennsylvania,
Rhode Island, South Carolina, Utah, Vermont, Virginia, Wash-
ington, West Virginia, Wisconsin, Wyoming, and the District of
Columbia. See, e.g., NAT'L CONFERENCE OF STATE LEGISLATURES,
Same-Sex Marriage Laws, www.ncsl.org/research/human-
services/same-sex-marriage-laws.aspx. In addition, the U.S. Dis-
trict Court for the District of Nebraska has issued an order that,
effective March 9, 2015, “all relevant state officials are ordered
to treat same-sex couples the same as different sex couples in
the context of processing a marriage license or determining the
rights, protections, obligations or benefits of marriage.” Waters
v. Ricketts, No. 8:14-cv-356 (D. Neb. Mar. 2, 2015), appeal dock-
eted, No. 15-1452 (8th Cir. 2015). On March 3, 2015, the Ala-
bama Supreme Court “temporarily enjoined” each Alabama
state probate judge (other than a probate judge currently subject
to a federal injunction) from “issu[ing] ... marriage licenses to
same-sex couples.” Ex parte Ala. ex rel. Ala. Policy Inst., No.
1140460 (Ala. Mar. 3, 2015); see also Strawser v. Strange, No.
14-0424, 2015 WL 589917 (S.D. Ala. Feb. 12, 2015) (federal in-
junction).

6 See CONN. GEN. STAT. § 46b-20; DEL. CODE ANN., tit. 13,
§ 101; HAW. REV. STAT. §§ 572-A—572-E, 572-1, 572-3, 572-6,
572-13, 572B-4, 572B-9.5, 572C-2, 580-1; 750 ILL. COMP. STAT.
§§ 5/201, 209, 212, 213.1, 220 & 75/60, 65; Varnum v. Brien, 763
N.W.2d 862 (lowa 2009); ME. REV. STAT., tit. 19-A, § 650-A; MD.

_17-

ples are currently able to marry only as a result of
federal court decisions invalidating restrictions on
same-sex marriage.’ The remaining thirteen states
continue to refuse to allow same-sex partners to mar-
ry, or to recognize their valid existing marriages.®

CODE ANN., FAM. LAW § 2-201; Goodridge v. Dep't of Pub. Health,
798 N.E.2d 941 (Mass. 2003); MINN. STAT. § 517.01, et seq.; N.H.
REV. STAT. ANN. § 457:1-a; Garden State Equal. v. Dow, 82 A.3d
336 (N.J. Super. Ct. Law Div. 2013); Griego v. Oliver, 316 P.3d
865 (N.M. 2013); N.Y. Dom. REL. LAW § 10-a; R.I. GEN. Laws
§ 15-1-1, et seq.; VT. STAT. ANN. tit. 15, § 8; WASH. REV. CODE
§ 6.04.010; D.C. CoDE § 46-401.

7 Kitchen v. Herbert, 755 F.3d 1193 (10th Cir. 2014) cert.
denied, 135 S. Ct. 265 (2014); Bostic v. Schaefer, 760 F.3d 352
(4th Cir. 2014) cert. denied sub nom. Rainey v. Bostic, 135 S. Ct.
286 (2014), sub nom. Schaefer v. Bostic, 135 S. Ct. 308 (2014),
and sub nom. McQuigg v. Bostic, 135 S. Ct. 314 (2014); Baskin v.
Bogan, 766 F.3d 648 (7th Cir. 2014), cert. denied, 135 S. Ct. 316
(2014), and cert. denied sub nom. Walker v. Wolf, 135 S. Ct. 316
(2014); Latta v. Otter, 771 F.3d 456 (9th Cir. 2014) (rehearing
denied); Whitewood v. Wolf, 992 F. Supp. 2d 410 (M.D. Pa.
2014); Brenner v. Scott, 999 F. Supp. 2d 1278 (N.D. Fla. 2014),
appeal docketed sub nom. Brenner v. Armstrong, No. 14-14061-
AA (11th Cir. 2015) (stayed); Searcy v. Strange, No. 14-0202,
2015 WL 328728 (S.D. Ala. Jan. 23, 2015), appeal docketed sub
nom. Searcy v. Att'y Gen. of Ala., No. 15-10295-C (11th Cir.
2015) (stayed).

8 At this time, Arkansas, Georgia, Kentucky, Louisiana,
Michigan, Mississippi, Missouri, Nebraska, North Dakota, Ohio,
South Dakota, Tennessee, and Texas decline to issue marriage
licenses to same-sex couples. Among them, only Missouri recog-
nizes marriages between persons of the same sex that were law-
fully performed in other jurisdictions, States, FREEDOM TO MAR-
RY, www.freedomtomarry.org/states/. A federal court has or-
dered that Nebraska license and recognize same-sex marriages
starting March 9, 2015. See supra n.5.

- 18 -

As employers, amici know firsthand that this frac-
tured legal landscape hampers economic growth and
impedes innovation by forcing businesses to work
harder, and invest more, to achieve the same return
on our investments. Inconsistent marriage laws force
companies to divert significant time and money to the
creation and maintenance of complex administrative
systems needed to differentiate treatment of other-
wise indistinguishable employees based on the differ-
ent marriage laws of the places where they live.
These differences can create rifts in the employer-
employee relationship. Employers are better served
by a uniform marriage rule that gives equal dignity
to employee relationships. Allowing same-sex couples
to marry improves employee morale and productivity,
reduces uncertainty, and removes the wasteful ad-
ministrative burdens imposed by the current dispari-
ty of state law treatment.

Although the Court did not decide in Windsor
whether the Constitution requires that same-sex
couples be allowed to marry, numerous courts have
taken up that issue since. Four out of five United
States Courts of Appeal have held that marriage
must be equally available to same-sex couples.!°

® See Katie Kopansky & Jerry Cacciotti, The Cost of
Inconsistency: Quantifying the Economic Burden to American
Business from the Patchwork Quilt of Marriage Laws 2, at 1
(Oct. 2014) (“For American businesses, inconsistent marriage
laws impose a significant economic burden—specifically a $1.3
billion annual cost.”), www.outandequal.org/wp-
content/uploads/2014/12/nyc.pdf.

10 ©6Kitchen, 755 F.3d at 1199 (holding that same-sex couples
have a fundamental right to “marry, establish a family, raise

-19-
In one such ruling, the Ninth Circuit observed:

The lessons of our constitutional history
are clear: inclusion strengthens, rather
than weakens, our most important in-
stitutions. When we integrated our
schools, education improved. When we
opened our juries to women, our democ-
racy became more vital. When we al-
lowed lesbian and gay soldiers to serve
openly in uniform, it enhanced unit co-
hesion. When same-sex couples are
married, just as when opposite-sex cou-
ples are married, they serve as models
of loving commitment to all."!

These same observations ring true for American com-
panies: diversity and inclusion strengthen, not weak-
en, our businesses.

children, and enjoy the full protection of a state’s marital laws”);
Bostic, 760 F.3d at 377 (“Over the decades, the Supreme Court
has demonstrated that the right to marry is an expansive liberty
interest that may stretch to accommodate changing societal
norms ... [and] is not circumscribed based on the characteristic
of the individuals seeking to exercise that right.”); Baskin, 766
F.3d at 656 (“discrimination against same-sex couples is irra-
tional and therefore unconstitutional even if the discrimination
is not subjected to heightened scrutiny”); Latta, 771 F.3d at 473
(finding unconstitutional prohibition on marriages between per-
sons of the same sex). But see DeBoer v. Snyder, 772 F.3d 388
(6th Cir. 2014) (reversing district court opinions that had de-
clared marriage discrimination unconstitutional), cert. granted
sub nom. Obergefell v. Hodges, Nos. 14-556, 14-562, 14-571, 14-
574, 2015 WL 213651 (U.S. Jan. 16, 2015).

1 =6©.Latta, 771 F.3d at 476 (quctation marks and citations
omitted).

- 20 -

A. Our Businesses Benefit From Diversity
and Inclusion.

“Today, diversity and inclusion ... are a given.”!2
They are among the core principles of amici in the
conduct of their businesses. The value of diversity
and inclusion in the workplace has been well-
documented following rigorous analyses. Amici and
others recognize that diversity is crucial to innovation
and marketplace success.!3 Members of the lesbian,
gay, bisexual, and transgender (“LGBT”) community
are one source of that diversity. A May 2013 Small
Business Majority survey reported that sixty-nine
percent of small business owners support non-
discrimination laws protecting LGBT workers." As of
2015, eighty-nine percent of Fortune 500 companies
provide non-discrimination protection for their LGBT
employees, and sixty-six percent offer benefits to
same-sex partners.!5

12, Global Diversity & Inclusion: Fostering Innovation
Through a Diverse Workforce, FORBES INSIGHTS, 11 (July 2011)
(hereinafter "Forbes Insights”), www.forbes.com/forbesinsights/i
nnovation_diversity (a comprehensive study of 300 senior
diversity officers at companies worldwide with revenues of at
least $500 million).

13 Id. at 5.

14 Movement Advancement Project, et al., A Broken
Bargain: Discrimination, Fewer Benefits and More Taxes for
LGBT Workers (Full Report), at ii (Jume 2013) (hereinafter
“Broken Bargain”), www.lgbtmap.org/file/a-broken-bargain-full-
report.pdf.

15 Human Rights Campaign, Corporate Equality Index, 8,
11 (2015), www-.hrc.org/campaigns/corporate-equality-index.

= -

Amici invest time and resources to achieve and
maintain diversity and inclusion. It is the right thing
to do and it yields tangible results. A diverse, inclu-
sive workplace environment “increases the total hu-
man energy available to the organization. People can
bring far more of themselves to their jobs because
they are required to suppress far less.”'® Inclusive
companies are more open to new ideas and opportuni-
ties, while less prone to overconfidence when ap-
proaching challenges.'? Companies that are diverse
and inclusive obtain better profits and other outputs,
thanks to improved team collaboration and commit-
ment.!8 By contrast, “corporate cultures that don’t
encourage openness and inclusiveness leave employ-
ees feeling isolated and fearful,” and lose marketing
potential in reaching out to LGBT consumers.!9

16 =Only skin deep? Re-examining the business case for
diversity, DELOITTE POINT OF VIEW, 7 (Sept. 2011) (citing
Frederick A. Miller & Judith H. Katz, THE INCLUSION
BREAKTHROUGH (2002)), www.ced.org/pdf/Deloitte_Only_Skin_D
eep.pdf.

17 See Feng Li & Venky Nagar, Diversity & Performance,
59 MGMT. SCI. 629, 531 (2013).

1% CEB, Diversity & Inclusion, 3 March 2015,
www.executiveboard.com/exbd/human-resources/corporate-
leadership-council/diversity-and-inclusion/index.page
(workforces with high diversity and inclusion show marked
improvement in team collaboration and commitment); see also
Forbes Insights, supra n.12, at 5 (giving examples).

19 Todd Sears, et al., Thinking Outside the Closet: How
Leaders Can Leverage the LGBT Talent Opportunity, OUT ON
THE STREET, 3 (2012), www.outleadership.org/wp-
content/uploads/2013/11/Thinking-Outside-the-Closet-Volume-
One.pdf.

+

Empirical evidence shows the business value of
investments in diversity. The Williams Institute at
the UCLA School of Law recently reviewed thirty-six
research studies and found that working in an LGBT-
supportive workplace results in “greater job commit-
ment, improved workplace relationships, increased
job satisfaction, improved health outcomes, and in-
creased productivity” among LGBT employees.?° A
2013 study of approximately 300 firms that adopted
same-sex domestic partnership benefits between 1990
and 2006 showed an approximate ten percent average
stock price increase over the sample period—a per-
formance better than ninety-five percent of all U.S.
professional mutual funds—as well as “significant
improvement in operating performance relative to
companies that did not adopt such policies.?!

20 M.V. Lee Badgett, et al., The Business Impact of LGBT-
Supportive Workplace Policies, WILLIAMS INSTITUTE, 1 (May
2013) (hereinafter "Williams Institute”), www.williamsinstitute.
law.ucla.edu/wp-content/uploads/Business-Impact-LGBT-
Policies-Full-Report-May-2013.pdf.

2 )6rLLi & - Nagar, supra n.17, at 529, 534, 537-41 (reporting
an approximate ten per cent risk-adjusted excess return as
compared to companies that did not adopt same-sex domestic
partnership benefits); see also Williams Institute, supra n.20, at
23 (“A... study found that the more robust a company’s LGBT-
friendly policies, the better its stock performed over the course
of four years (2002-2006), compared to other companies in the
same industry over the same period of time.”); Janell L.
Blazovich, et al., Do Gay-friendly Corporate Policies Enhance
Firm Performance?, 35-36 (Apr. 29, 2013), www.west-
info.eu/files/gayfriendly 1.pdf (“[F]irms with gay-friendly policies
benefit on key factors of financial performance, which ...
increase the investor perception of the firm as proxied by stock-
price movements.”).

3.

Diverse workforces also help capture new cli-
ents.22 A 2011 study found that sixty-eight local gov-
ernments require that their contractors have LGBT-
supportive hiring and benefits policies.?°

Our corporate principles of diversity and inclusion
are the right thing to do. Beyond that, however, such
policies contribute to employee happiness and loyalty,
greater company productivity and, ultimately, signifi-
cant returns for our shareholders and owners.

B. To Reap The Rewards Of Diversity, Em-
ployers Need To Be Able To Recruit And
Retain Top Talent, In Part Through Equi-
table And Competitive Benefits Packages.

In order to develop and grow a diverse organiza-
tion, employers need to be able to recruit and retain
the best talent.24 Amici hire and promote employees
based on ability. In the long run, discrimination im-
pairs an employer’s ability to compete for the best
workforce. The market for top talent crosses state
and even national boundaries. Benefits are critical to
efforts to compete for top talent, as benefits directly
contribute to successful recruiting and employee loy-

22 Forbes Insights, supra n.12, at 11.

23 Williams Institute, supra n.20, at 21. California has
similar state-wide requirements. Jd. (citing CAL. PUB. CONT.
CODE § 10295.3(a)(1), (e)(1)).

2 «6“(T]he skills needed in today’s increasingly global
marketplace can only be developed through exposure to widely
diverse people, cultures, ideas, and viewpoints.” Grutter v.
Bollinger, 539 U.S. 306, 330 (2003), superseded on other grounds
by MICH. CONST. art. I, § 26.

sh.

alty.2> As of 2014, eighty-six percent of full-time
American workers in private industry received medi-
cal benefits through their employer, and seventy-four
percent had employer-provided retirement plans. 26
Benefit packages—especially health care and retire-
ment benefits—can add thirty percent or more in
value to an employee’s overall compensation. In a
2011 Harvard Business Review survey, sixty percent
of human resources leaders stated that an attractive
benefits package is “very important” in recruiting and
retaining quality employees.2’? In 2010, seventy-seven
percent of LGBT respondents found it important to
work for a company with a _ written non-
discrimination policy that covers sexual orientation,
and eighty percent’ said it was important for their
employer to offer equal health insurance benefits to

25 MetLife, Insights from MetLife’s 12th Annual U.S.
Employee Benefit Trends Study, 2, 9 (2014),
www.benefittrends. metlife.com/assets/downloads/benefits-
breakthrough-summaries-2014.pdf (50% of employees felt
benefits were an important reason for remaining with the
company).

26 U.S. Bureau of Labor Statistics, Employee Benefits in the
U.S. (July 25, 2014), www.bls.gov/news.release/ebs2.nr0. htm.

27 Paula Andruss, How to Attract—And Retain—Sta/ff
When You Cant Pay Big Bucks, ENTREPRENEUR MAG.
(June 27, 2012) (compared with 38% who believed only high
base salary was “very important”), www.entrepreneur.com/articl
e/223516; Max Messmer, Four Keys to Improved Staff
Retention, STRATEGIC FIN., 13 (Oct. 2006), www.imanet.org/PDF
s/Public/SF/2006_10/10careers.pdf (“A 2005 [Zogby International
] survey ... revealed that 58% of employees polled would prefer a
job with excellent benefits over one with a higher salary.”).

_25-

all employees.2* Through such policies and benefits,
employers foster positive employer-employee rela-
tionships and enhance their ability to retain satisfied
and engaged workers, who in turn are more produc-
tive and perform better than their less-satisfied col-
leagues.?9

Amici understand the need to offer workplace
benefits equitably, particularly to a diverse work-
force, because employees who are treated differently
are more likely to leave as a result of perceived dis-
crimination. These departures “result[] in avoidable
turnover-related costs at the expense of a company’s
profits.”»° In 2007, a national survey of people who
had quit or been laid off since 2002 reported that
“[g]jay and lesbian professionals and managers said
workplace unfairness was the only reason they left
their employer almost twice as often as heterosexual

2 =Out & Equal, Majority of Americans Believe Gay &
Lesbian Couples in Committed Relationships Should Receive
Equal Workplace Benefits as Heterosexual Married Couples (Oct.
4, 2010), www.harrisinteractive.com/NewsRoom/PressReleases/
tabid/446/ctl/ReadCustom%20Default/mid/1506/ArticleId/577/De
fault.aspx.

29 MetLife, supra n.25, at 12—13; see generally Andruss,
supra n.27; Messmer, supra n.27; C. Matthew Schulz, Recruiting

& retaining the best & brightest talent, L.A. DAILY J. (Dec. 26,
2013).

3% =©6Sophia Kerby & Crosby Burns, The Top 10 Economic
Facts of Diversity in the Workplace, CTR. FOR AM. PROGRESS
(July 12, 2012), www.americanprogress.org/issues/labor/news/20
12/07/12/11900/the-top- 10-economic-facts-of-diversity-in-the-
workplace; see also Blazovich, supra n.21, at 8-9.

._ 26 -

Caucasian men.”?! Of those gay and lesbian profes-
sionals who left, “almost half... said that if their em-
ployer offered more or better benefits they would
have very likely stayed at their job.”32

LGBT equality also matters to heterosexual em-
ployees. In a 2010 poll, sixty-six percent of non-LGBT
respondents found it important that an employer of-
fer equal health insurance benefits to LGBT co-
workers.**

States that refuse to allow or recognize same-sex
marriages require businesses that regularly deal with
state marital benefits (like amici) to single out col-

31 ~=6Level Playing Field Inst., The Corporate Leavers
Survey: The Cost of Employee Turnover Due Solely to Unfairness
in the Workplace, 4 (2007), www.lpfi.org/sites/default/files/corpor
ate-leavers-survey.pdf.

32 «Id. at 1; see also Williams Institute, supra n.20, at 17
(“[Rlespondents who perceived more workplace discrimination
reported significantly lower levels of job commitment and
significantly higher levels of turnover intentions. [Other studies]
found a similar relationship between discrimination and job
commitment or turnover intentions.”); Belle R. Ragins, et al,
Making the Invisible Visible: Fear and Disclosure of Sexual
Orientation at Work, 92 J. APPLIED PSYCHOL. 1103, 1114 (2007)
(study showing that LGBT employees who feared negative
consequences to disclosure of their sexual orientation reported
greater turnover intentions and _ less organizational
commitment); Scott B. Button, Organizational Efforts to Affirm
Sexual Diversity: A Cross-Level Examination, 86 J. APPLIED
PSYCHOL. 17, 23 (2001) (“[RJesults demonstrated that treatment
discrimination toward sexual minorities was associated
negatively with the job satisfaction ... and organizational
commitment ... of lesbian and gay employees.”).

33 = Out & Equal, supra n.28.

27.

leagues with same-sex partners or registered domes-
tic partnerships for separate and unequal treatment,
as compared to employees with different-sex part-
ners. These state mandates upset our business phi-
losophy and prevent employers like amici from reach-
ing their full economic potential by discouraging
highly-qualified employees from living and working
in all of the jurisdictions where we do, or want to do,
business.

1. Employees in same-sex relation-
ships receive varying, if any, access
to the rights, benefits, and privileg-
es that different-sex couples enjoy.

Marriage equality is a reality in most of the Unit-
ed States right now. After Windsor, the federal gov-
ernment now recognizes all couples “whom the State,
by its marriage laws, sought to protect in personhood
and dignity” as married.* In the absence of a control-
ling statute to the contrary, the federal government
respects same-sex couples as lawfully married if their

marriages were performed in a state that legally au-
thorizes such marriages.*5

3% =©=6r Windsor, 133 S. Ct. at 2696.

36 Spousal eligibility for veteran's benefits and Social Secu-
rity benefits turns on marital status under the laws of a couple’s
state of residence rather than the laws of the state in which
their marriage was celebrated. See 38 U.S.C. § 103(c); 42 U.S.C.
§ 416(h)(1)(A)G@). Same-sex couples whose lawful marriages are
not recognized by the state in which they live are thus ineligible
for such benefits. These provisions are currently the subject of
litigation. See Murphy v. Colvin, No. 1:14-cv-01764 (D.D.C. Oct.
22, 2014) (stayed) (challenging social security eligibility provi-

_ 28 -

While “marriage is more than a routine classifica-
tion for purposes of certain statutory benefits,”°* as a
legal status, marriage touches numerous aspects of
life, both practical and profound.3’ Federal and state
law provide the working family many benefits and
protections relating to health care, dependent care,
protected leave, and retirement. These laws provide
security and support to an employee grappling with
sickness, disability, childcare, family crises, or re-
tirement—allowing the employee to devote more fo-
cus and attention to his or her work.

Those states that still prohibit same-sex marriage
deny gay and lesbian employees in committed rela-
tionships equal access to government-afforded rights
and benefits. This can result in same-sex couples be-
ing denied spousal rights most Americans take for
granted, including adoption and parental rights, as
well as the right to make medical decisions for an in-
capacitated spouse, access to health insurance and
retirement benefits, property protections, and inher-

sions); Taylor v. Brasuell, No. 1:14-cv-00273 (D. Idaho July 7,
2014) (challenging veteran’s benefits eligibility provision).

3% =€©6©Windsor, 133 S. Ct. at 2692.

37 Kitchen, 755 F.3d at 1215 (statutes restricting marriage
between same-sex couples “bring[] financial harm to children of
same-sex couples ... [,] raise[] the cost of health care for families
by taxing health benefits provided by employers to their work-
ers’ same-sex spouses’ and ‘den[y] or reduce[] benefits allowed to
families upon the loss of a spouse and parent, benefits that are
an integral part of family security”) (quoting Windsor, 133 S. Ct.
at 2695).

29 -

itance.** In Alabama, for example, a same-sex spouse
(even if legally married in other parts of the country)
cannot adopt his or her spouse’s children—unless the
birth parent relinquishes all parental rights to his or
her child before the adoption occurs.%9

In addition to basic state benefits appurtenant to
marriage, state bans on same-sex marriage also pre-
vent same-sex couples from receiving myriad federal
benefits, such as those relating to health insurance,
military benefits, taxes, and immigration law.*° The
U.S. Department of Justice, for example, has an-
nounced that same-sex married couples will receive
equal federal death benefits and educational pay-
ments for federal public safety officers, equal victim
compensation payments, equal treatment in bank-
ruptcy cases, equal rights for inmates in federal pris-
on, and equal access to the marital privilege in feder-
al court.*!

38 Evan Wolfson, Protections Denied to Same-sex Couples &
Their Kids, FREEDOM TO MARRY, www.freedomtomarry.org/page
s/from-why-marriage-matters-appendix-b-by-evan-wolfson.

39 = See, e.g., In re Adoption of K.R.S., 109 So. 3d 176, 177
n.1 (Ala. Civ. App. 2012).

#0 See Hon. Eric H. Holder, Jr., U.S. Att'y Gen., Remarks ai
the Human Rights Campaign Greater N.Y. Gala (Feb. 10,
2014), www.justice.gov/iso/opa/ag/speeches/20 14/ag-speech-
140210.htm! (discussing the extension of certain benefits to fed-
eral employees in same-sex marriages and their families).

41 Jd.; see also Matt Apuzzo, More Federal Privileges to Ex-
tend to Same-Sex Couples, N.Y. TIMES (Feb. _ 8,
2014), www.nytimes.com/2014/02/09/us/more-federal-privileges-
to-extend-to-same-sex-couples.html.

=. -

Same-sex couples living in a non-recognition state
must wed elsewhere in order to access federal bene-
fits.42 Even then, those same couples—and legally
married same-sex couples who later move to one of
those states (otner than Missouri**}—will still be de-
nied access to the wide range of state benefits, mutu-
al responsibilities, and parental rights available to
married partners of different sexes. That bar not only
works to the detriment of employees, but also to em-
ployers that seek to recruit and retain the best hu-
man capital.

2. Marriage discrimination drives tal-
ented individuals away from juris-
dictions in which amici do business.

LGBT-friendly policies offer tangible advantages
in employee recruitment and retention.*4 Given the
powerful evidence above, amici can only conclude
that they are distinctly disadvantaged when looking
to hire qualified, talented personnel in the states that
do not allow same-sex couples to marry, or in asking
current personnel to relocate to such states.45 Job

42, The U.S. Government Accountability Office identified
1,138 rights, benefits, and privileges under federal law depend-
ent on marital status. U.S. Gen. Accounting Office, GAO-04-
353R, Defense of Marriage Act: Update to Prior Report (Jan. 23,
2004), www.gao.gov/assets/100/92441.pdf.

43 =6§See supra n.8.
#4 Blazovich, supra n.21, at 7-8.

4 Ina 2014 poll, seventy-three percent of gay and lesbian
respondents said they would prefer a job with an employer in a
state where same-sex marriages are recognized and forty-two
percent said they would consider changing jobs if their employer

~ =

candidates married to same-sex spouses may be un-
derstandably reluctant to pursue job opportunities in
states where their pre-existing marriages will not be
recognized, and where they can expect to lose access
to certain previously-enjoyed state-level benefits. 46
Single gays and lesbians may decide that the option
of a future legally-recognized marriage is enough to
justify passing up employment opportunities in states
with laws hostile to same-sex marriage.

Heterosexual individuals, too, may decide that
states hostile to marriage equality are not states
where they want to live and work.*’ Richard Florida,
a leading urban studies theorist, states that “mem-

required them to transfer to a state where same sex marriages
were not recognized. See Most Americans Say Employers Should
Never Discriminate, Even on Religious Grounds, According to
Latest Harris/Out & Equal Poll, OUT & EQUAL (Oct. 30, 2014),
www.harrisinteractive.com/NewsRoom/HarrisPolls/tabid/447/ctl/
ReadCustom%20Default/mid/1508/ArticleId/1514/Default.aspx.

46 Moving to a state that does not recognize same-sex
marriages may even imperil preexisting parental rights over the
children of same-sex couples. See, e.g., In re Seb C-M, NYLJ
1202640527093, at *1, 4 (N.Y. Surr. Ct. Jan. 6, 2014) (redacted
by court) (denying adoption application of same-sex spouse
because the non-birth mother already appeared on her child’s
birth certificate, but acknowledging that other jurisdictions may
not, based on the birth certificate alone, recognize petitioner's
parental status).

47 Matt Motyl, et al, How Ideological Migration
Geographically Segregates Groups, 51 J. EXPERIMENTAL SOC.
PSYCHOL. 1 (2014), www.researchgate.net/publication/25492998
2_How_IdeologicalMigration_Geographically_Segregates_and_P
olarizes_Groups/file/60b7d52efea63cb4b3.pdf (individuals are
moving from ideologically unfriendly communities to congruent
communities).

9%.

bers of the creative class—roughly 50 million people
including scientists engineers, and entrepreneurs, re-
searchers and academics, architects and designers,
artists, entertainers and professionals in business,
media, management, healthcare and law” use diversi-
ty as a proxy for determining whether a city would
provide a welcoming home.* The Williams Institute
found that “creative-class” Massachusetts residents
in same-sex relationships were 2.5 times more likely
to have moved there in the three years after marriage
equality than in the three years before.*9

Before Windsor, representatives from Goldman
Sachs and Citigroup each described problems faced
by companies in dealing with the then-operative im-
migration system that made it difficult for same-sex
partners to immigrate.®° A Citigroup executive noted
that the hurdles posed “significant costs for compa-
nies that ha[d] to move workers out of the U.S. or in
lost productivity from dealing with an employee’s or
partner’s immigration status,” while a member of
Goldman Sachs’ management committee explained

4 Human Rights Campaign, 2014 Municipal Equality In-
dex: A Nationwide Evaluation of Municipal Law,6 (2014),
www.hrc-assets.s3-website-us-east—1.amazonaws.com//files/
assets/resources/MEI-2014.pdf.

49 Gary J. Gates, Williams Inst., UCLA School of Law,
Marriage f£quality & the Creative Class, 1—2, 4 (May 2009),
www.williamsinstitute.law.ucla.edu/wp-content/uploads/Gates-
MA-Creative-Class-May-2009. pdf.

50 Michael J. Moore, Same Sex Marriage Rules Hamper
Wall Street’s Recruiting, BLOOMBERG Bus. (Apr. 30,
2013), www.bloomberg.com/apps/news?pid=conewsstory &tkr=10
0OL: US&sid=a.hYJ30OXi7vo.

.%3.

that restrictions on same-sex marriage made it more
difficult to attract and retain employees in same-sex
relationships who have spouses without United
States permanent residency.®! Similarly, a 2013 sur-
vey by the American Council on International Per-
sonnel reported that forty-two percent of responding
member organizations lost potential hires because
same-sex partners were at that time excluded from
immigration benefits; respondents also reported that
they could not complete internal transfers, even at
the executive level, for the same reason.52 The same
logic holds true for employee transfers and migration
across states. Employees with same-sex spouses face
similar costs and lost productivity when facing the
prospect being hired or transferring into non-
recognition states. As more states provide access to
marriage on equal terms, lesbian and gay employees
are less willing to live and work in states that do not,
to the detriment of their «mployers or would-be em-
ployers.

Such consequences have been observed across the
country. For example, the former Rector of The Col-
lege of William and Mary’s Board of Visitors lament-
ed the talent-retention problems caused by Virginia’s
(since-overturned) marriage ban:

nn

62 Out on the Street & Immigration Equality, Thinking
Outside of the Closet: The Cost of LGBT Exclusion; How Discrim
inatory Immigration Laws Hurt Business, 9-10 (Feb. 5, 2013),
www.outleadership.org/wp-content/uploads/2013/11/Thinking-
Outside-the-Closet-Volume-2.pdf.

_34-

We already have lost valued gay and
lesbian faculty to our competitors who
do not discriminate. With changes in
federal benefits soon available to legally
married gay couples, we will lose more.
Two able individuals told me [recently]
that they are leaving for another state—
one a top professor [in a_ science-
technology field] and another a univer-
sity administrator just recruited to Vir-
ginia a few years ago.®3

Indeed, Virginia’s governor lauded the initial fed-
eral district court decision overturning his state’s ban
on same-sex marriage, noting the Commonwealth
needed to ensure equality “to grow [Virginia’s] econ-
omy and attract the best businesses, entrepreneurs,
and families.”54 But the problem persists in states

53 Nick Anderson, Outgoing rector warns Virginia on gay
marriage, WASH. POST (Aug. 12, 2013),
www.washingtonpost.com/lifestyle/magazine/outgoing-rector-
warns-virginia-on-gay-marriage/2013/08/12/d250d466-e956-
11e2-a301-ea5a8116d211_story.html; see also Marian Moser
Jones, Will Same-Sex-Marriage Rulings Lead to an LGBT
Brain Drain in Some States?, CHRON. HIGHER EDUC. (June 27, 2
013), (another professor has commented that “[w]hile a desire to
live full time with my spouse was the main motivator in my
move from a college in Virginia to one in Maryland, the antigay
legal environment in Virginia did play a role in my job
change”), www.chronicle.com/blogs/conversation/2013/06/27/will-
same-sex-marriage-rulings-lead-to-an-lgbt-brain-drain-in-some-
states/.

54 Governor Terry McAuliffe, Governor McAuliffe State-
ment on Bostic v. Rainey Ruling (Feb. 14, 2014), www.governor.
virginia.gov/news/newsarticle?articlelId=3302 (discussing 970 F.
Supp. 2d 456 (E.D. Va. 2014)).

- 3§ «

like Michigan, where immediately after the State
eliminated domestic partnership benefits for public
employees, college professors “started applying for
jobs at universities with comprehensive domestic
partnership benefits.”®

This evidence suggests that gay and lesbian em-
ployees may decide to leave a state hostile to same-
sex marriage for ones in which they can receive full
federal and state benefits—-whether they are single
and wishing to marry, married out-of-state and desir-
ing equal access to state and federal benefits, or
simply motivated by the need for certainty in their
own life planning. Likewise, facing a possible transfer
into one of these states, talented individuals may
choose to part ways with their employers rather than
risk the detrimental effects of non-recognition on
themselves and their families. Other gay and lesbian
workers may seek certainty and forego employment
opportunities in these states altogether.

C. Marriage Discrimination Injures Amici’s
Businesses.

By not permitting same-sex couples to marry,
states impose significant administrative burdens on
businesses. Although amici can, and often do, volun-
tarily attempt to lessen the financial inequality
placed on employees, those workarounds impose ad-
ditional and unnecessary business expense, while
still not fully ameliorating the differential treatment
of employees. And the combined burden of adminis-
trative costs and tax consequences is significant; the

56 Broken Bargain, supra n.14, at 67.

. -

2015 estimated cost of marriage inequality to the pri-
vate sector is $1.3 billion.*®

3. The states’ bans impose significant
burdens on our employees and our
businesses.

For employers, the patchwork of inconsistent state
law creates significant burdens in the administration
of benefits for employees whose marriages are not
recognized by the state. For example, “[ijJn [non-
recognition states], employers are still expected to
impute income spent on benefits provided to a same-
sex spouse for state tax purposes, but not to do so for
federal tax purposes....”57 The situation is complicat-
ed further when mobile employees live, work, file
taxes, and receive benefits in multiple jurisdictions.

Georgia’s tax code is a good example. Although the
federal tax code now recognizes valid marriages be-
tween same-sex couples, Georgia’s Constitution
states that “[n]o union between persons of the same
sex shall be recognized by this state as entitled to the
benefits of marriage.”®* According to Georgia’s De-
partment of Revenue, that means that same-sex mar-
ried couples must file state tax returns separately, as
single status filers or, if qualified, as head-of-

56 =Kopansky & Cacciotti, supra n.9, at 1.

57 Joanne Sammer & Stephen Miller, The Future of Domes-
tic Partner Benefits: If same-sex couples can wed, should employ-
ers provide benefits to unmarried partners?, SOC’Y FOR HUM.
RES. MGMT. (Oct. 21, 2013), www.shrm.org/hrdisciplines/benefit
s/articles/pages/domestic-partner-benefits.aspx.

58 GA. CONST. art. I, § 4, para. 1(b).

= 2

household status filers.59In light of this and similar
laws, employers must (i) identify from among their
married employees those married to a spouse of the
same sex; (ii) treat an employee with a same-sex
spouse as unmarried for state tax purposes; (iii) treat
the same employee as married for federal tax purpos-
es; and (iv) monitor every such employee’s state of
residence and alter the treatment of their tax liability
whenever the employee moves from a non-recognition
state to a recognition state or vice versa. These mul-
tiple, continual, and mandatory obligations result in
significant burdens and expenses.

Discriminatory state laws add another dimension
of problems for businesses. Human resources de-
partments are often the first stop for employees con-
fused about conflicting legal rules. That means bene-
fits administrators may be asked to give advice and
make recommendations about complex legal issues.
Even the well informed human resources professiona!
faces the challenge of addressing inconsistent state
laws. And a mistaken answer may lead to harsh tax
and financial consequences for the employee, and fur-
ther erosion of workplace morale.

These concerns are more pronounced today than
ever before given the mobile nature of the modern
workforce. Employees often work in several states,
where they must then file taxes and determine their

59 Ga. Dep’t of Revenue, Informational Bulletin No. IT-
2013-10-25 U.S. Supreme Court & the Defense of Marriage Act
3 (Oct. 25, 2013), www.dor.georgia.gov/sites/dor.georgia.gov/files
/related_files/document/LATP/Bulletin/DOMA _bulletin_10-25-
2013_1.pdf.

38 -

eligibility for various state benefits.“ This creates
significant administrative burdens on employers who
must keep up with the rapidly changing legal land-
scape, and then create and maintain complicated eq-
uitable policies and benefits.

Companies operating nationwide, many of whom
have centralized HR functions, find themselves in a
complicated labyrinth of differing rules, regulations,
and internal policies. These variations must often be
incorporated manually into otherwise automated pro-
cesses, a requirement that is both burdensome and
prone to human error. The burden on small employ-
ers may be particularly onerous, as they may find it
difficult to devote limited resources to navigating con-
flicting and changing laws, let alone to establishing
workarounds. Benefits administration for an employ-
ee with a same-sex partner is more likely to occur in
an ad hoc, piecemeal fashion, increasing the potential
for error and disparate treatment. Establishing mar-
riage equality nationwide would result in benefits
and tax treatment that can be more efficiently and
equitably administered.

In an attempt to alleviate the disparities and frus-
trations of discriminatory benefit systems and other
benefits-related matters, some employers have de-
termined that it is in their business interests to incur
the cost and administrative burden of “workarounds.”
These employer-created benefits structures attempt
to compensate for the lack of recognized relationship

60 = See, e.g., RICHARD FLORIDA, THE RISE OF THE CREATIVE
CLASS—REVISITED 262 (2d ed. 2012) (“[S}kills and skilled people
are an incredibly mobile factor of production; they flow.”).

- 39 -

status for employees who cannot marry under state
law, and to provide benefits for those whose marriag-

es are recognized at the federal, but not the state,
level.

To take one common example, workers in a non-
recognition state with a same-sex spouse or partner
are typically taxed on the value of health-care bene-
fits for their spouses/partners, whereas employees
with different-sex spouses are not so taxed. Many
employers will attempt to address such taxability dif-
ferences by increasing (or “grossing up”) pay for
workers with same-sex spouses/partners. ®! While
grossing up and other workarounds offer many em-
ployers a way to reduce the competitive disadvantage
of doing business in states that ban same-sex mar-
riage, they also increase costs on the employer be-
yond the direct cost of benefits.®

The U.S. Office of Personnel Management noted
that the grossing-up approach “raises costs consider-
ably .... Under a grossing up policy, a $1,000 net cash

61 Broken Bargain, supra n.14, at 72-93; Human Rights
Campaign, Domestic Partner Benefits: Grossing
Up to Offset Imputed Income Tax, www-hrc.org/resources/entry/
domestic-partner-benefits-grossing-up-to-offset-imputed-income-
tax; Tara Siegel Bernard, A Progress Report on Gay Employee
Health Benefits, N.Y. TIMES (updated Mar. 4, 2013),
www.bucks.blogs.nytimes.com/2010/12/14/a-progress-report-on-
gay-employee-health-benefits/.

62 U.S. Office of Personnel Mgmt., Grossing Up Awards,
Why & Why Not, www.opm.gov/policy-data-
oversight/performance-management/performance-management-
cycle/rewarding/grossing-up-awards/.

- 40 -

award would actually cost the agency $1,713.80.” ® It
is estimated that grossing up for an employee who
incurred between $1,200 and $1,500 in extra taxes
costs the employer between $2,000 and $2,500. In
other words, employers with a grossing up policy pay
more to provide equivalent benefits.

Grossing up is a complicated process for employ-
ers, requiring careful consideration of such things as
appropriate tax rates, coverage for dependents or a
partner’s children, and the impact of marital status.®
After the Windsor decision, state-level tax decisions
regarding individuals with same-sex spouses now “af-
fect not only gross-up calculations for these employ-
ees, but also the taxability for state purposes of bene-
fits made available to spouses of employees married
to a person of the same sex.”® [In addition, worka-

68 Id.
64 Bernard, supra n.61.

65 For an overview of the complexities of grossing-up, see,
e.g., Todd A. Solomon & Brian J. Tiemann, Issues to Consider in
Providing a Tax Gross-Up for Employers Covering Same-Sex
Spouses and Partners under the Employer's Medical, Dental,
and Vision Plans, 4 (No. 2) BLOOMBERG L. REPORTS—
EMPLOYEE BENEFITS (2011), www.mwe.com/info/pubs/solomon_t
iemann_tax_gross-up_for_employees.pdf; see also Todd A.
Solomon & Brett R. Johnson, Walking Employers Through the
Regulatory Maze Surrounding Same-Sex Domestic Partner
Benefits, PROBATE & PROPERTY 14 (Mar/Apr. 2012),
www.americanbar.org/content/dam/aba/publications/probate_pro
perty_magazine/v26/02/2012 aba_rpte_pp v26_2 mar apr_solo
mon_johnson.authcheckdam. pdf.

66 Peter K. Scott, State Positions on Same-Sex Married
Couple Filing Status Will Affect Employers, Worldwide
ERC® (Feb. 3, 2014), www.worldwideerc.org/Blogs/Mobility_Law

. 4) -

rounds can raise concerns about complexity in provid-
ing and administering domestic partner benefits, and
potential legal liabilities.®’

In short, workarounds themselves cause adminis-
trative burden, sometimes requiring employers with
grossing up policies to retain experts to craft policies
and structure systems that will account for gross-up
amounts, as well as to educate human resources,
benefits, and payroll administrators. And these
workarounds may also attract attention from regula-
tors or cause tension with certain employees, share-
holders, or investors due to the administrative bur-
dens and increased costs.

Amici and other employers incur a real cost to ac-
count for and respond to unequal access to marriage
across the United States, a cost to the American pri-
vate sector estimated at $3.5 million per day.
Granting same-sex couples equal access to marriage
would remove significant financial and regulatory
burdens currently imposed on American employers.

2. State bans undermine our corporate
cultures.

The denial of marriage rights to same-sex couples
in non-recognition states goes against our core values

Blog/Lists/Posts/Post.aspx?List=c020aee5%2D48ad%2D47b2%2
D8295%2Da4cf7 lba9e34&ID=192.

67 §©6©6See Li & Nagar, supra n.17, at 531 (discussing some of

the challenges an employer could face in maintaining a same-
sex domestic partnership benefit policy).

66 Kopansky & Cacciotti, supra n.Q, at 2.

-42-

and principles. As employers, we recognize the value
of diversity, and we want the jurisdictions where we
operate to recognize the need to enable all married
persons to “live with pride in themselves and their
union[s],”®9 and to honor the “personal dignity and
autonomy” of all of our employees.”°

We develop and implement non-discrimination
policies not only because they are the right thing to
do, but also because these policies are crucial to our
ability to recruit and retain excellent employees. The
ability to hire the best human capital helps amici
create teams and corporate cultures that allow us to
create and innovate, and ultimately increase our prof-
its and economic value. Marriage bans conscript em-
ployers, as the administrators of benefits, to imple-
ment laws that treat employees in committed same-
sex relationships differently from employees married
to different-sex spouses. The need to accommodate
state laws hostile to same-sex marriage prevents em-
ployers from treating similarly situated employees
identically, our stated policies notwithstanding.

Our employees are our most valuable assets—and
yet the law treats many of them as second-class citi-
zens. The reality is that even “small differences in
how people are treated... convey strong messages
about the[ir] perceived relative value.””?

69 Windsor, 133 S. Ct at 2689.

70 Kitchen, 755 F.3d at 1218 (quoting Lawrence v. Texas,
539 U.S. 558, 574 (2003)).

71 Sears, et al., supra n.19, at 6.

- 43 -

An organization’s policies toward its
employees, whether an _ inclusive
healthcare policy or a discriminatory
promotion and hiring policy, send latent
signals to the entire organization re-
garding permissible biological and be-
havioral attributes. Such signals may
then impact all employees, affecting
their comfort, their unconscious projec-
tions of identity and gender in critical
interpersonal meetings.72

The end result is employee uncertainty, low morale,
decreased productivity, and increased costs.

Diversity provides many benefits, but must be
well-managed within each organization.7? In 2011, an
interview study presented substantial anecdotal evi-
dence that perceptions of inequality in a workforce
can lead to high turnover, loss of talented employees,
litigation, and bad publicity.74 Even if we take on the
burden of developing workarounds to ameliorate dis-
parate state treatment, we are still placed in the role

722 ©6Li & Nagar, supra n.17, at 543 (internal citations omit-
ted) (emphasis in original).

73 U.K. Gov't Equalities Office, Dep’t for Bus. Innovation &
Skills, The Business Case for Equality and Diversity: A survey of
the academic literature, BIS OCCASIONAL PAPER No. 4, vi, 27, 28
(Jan. 2013), www.gov.uk/government/uploads/system/uploads/at
tachment_data/file/49638/the_business_case_for_equality_and_
diversity.pdf.

7% =©6s Jd. at 7 (citing Mustafa F. Ozbilgin & Ahu Tatli, Map-
ping out the field of equality and diversity: rise of individualism
and voluntarism, 64 HUM. RELATIONS 1229—53 (2011)).

- 44 -

of intrusive inquisitor, imputer of taxable income,
and administrator of legally-mandated separate and
unequal systems. For employees who report them-
selves as married, we must determine the sex of their
spouse and judge whether that marriage is recog-
nized for state law purposes where the employee lives
and works. That the law requires us to even ask such
questions emphasizes that those employees are in the
“unstable position of being in a second-tier mar-
riage.”75 Such judgments may unintentionally rein-
force the State’s message that these employees and
their relationships are not “worthy of dignity in the
community equal with all other marriages.”76

As a result, we are hampered in our ability to
make our businesses as diverse and inclusive as pos-
sible, despite our stated policies and our recognized
business case. We become, in short, party to our em-
ployees’ injury—and our own.

CONCLUSION

Employees with partners of the same sex
should be permitted to marry if they so choose, and
then should be treated identically to their married
heterosexual counterparts. State laws that require
otherwise impose a significant burden on us and
harm our ability to attract and retain the best em-
ployees. Such laws force businesses to uphold dis-
criminatory laws that run counter to important cor-
porate values. In the end, economic growth suffers.

75 Windsor, 133 S. Ct. at 2694.
7 Jd. at 2692.

-

The decision before the Court perpetuates that harm,
and amici respectfully urge that the judgment of the
Court of Appeals be reversed.

March 5, 2015

Respectfully submitted,

SUSAN BAKER MANNING
Counsel of Record
MICHAEL L. WHITLOCK
AMANDA D. SMITH
JOHN A. POLITO
JAWAD MUADDI
RACHEL L. STRONG
CAROL E. HEAD
KIMBERLEY E. LUNETTA
STEPHANIE SCHUSTER
SARA M. CARIAN
JACQUELYNNE M. HAMILTON
MORGAN, LEWIS & BOCKIUS LLFI
2020 K Street N.W.
Washington, D.C. 20006
(202) 373-6000
susan.manning@morganlewis.con

MEGHAN RHEA

WG+R LAw GROUP, P.C.
2233 Santa Clara Avenue
Alameda, California 94501
(510) 323-4034

APPENDIX

APPENDIX A:
IDENTIFICATION OF AMICI

A. L. Nella & Company, LLP, CPAs is an account-
ing firm based in San Francisco, California.

A.T. Kearney is a leading global management con-
sulting firm with offices in more than 40 countries.
Since 1926, we have been trusted advisors to the
world’s foremost organizations. A.T. Kearney is a
partner-owned firm, committed to helping clients
achieve immediate impact and growing advantage on
their most mission critical issues.

Aardema Whitelaw, PLLC is a full-service insur-
ance defense law firm with a prime focus on defend-
ing physicians, hospitals, and allied health profes-
sionals in complex medical malpractice litigation
throughout the state of Michigan.

Acacia Home LLC is a modern home goods store in
San Francisco, CA that focuses on independent de-
signers and select smaller brands.

Accenture is a global management consulting, tech-
nology services and outsourcing company, with more
than 319,000 people serving clients in more than 120
countries. Combining experience, comprehensive ca-
pabilities across all industries and business func-
tions, and extensive research on the world’s most suc-
cessful companies, Accenture collaborates with cli-
ents to help them become high-performance busi-
nesses and governments.

Aetna Inc. is one of the nation’s leading diversified
health care benefits companies offering a broad range

- App 2 -

of traditional, voluntary and consumer-directed
health insurance products and related services to ap-
proximately 37.3 million people. Aetna is a publicly
traded corporation based in Hartford, Connecticut
with over 35,000 employees across the U.S. and
worldwide.

Air Products and Chemicals, Inc., headquartered
in Allentown, Pennsylvania, and employing over
20,000 employees in 50 countries, is a leading indus-
trial gases company which provides atmospheric, pro-
cess and specialty gases, and related equipment to
manufacturing markets including metals, food and
beverage, refining and petrochemical, and natural
gas liquefaction. Air Products’ materials technologies
segment serves the semiconductor, polyurethanes,
cleaning and coatings, and adhesives industries.

AJ Leo Electric and Solar is an electrical and solar
business located in Michigan.

Akamai Technologies, Inc. is an Internet content
delivery network headquartered in Cambridge, Mas-
sachusetts. Akamai employees 5,000 people world-
wide.

Alaska Airlines, together with its partner regional
airlines, serves 95 cities through an expansive net-
work in Alaska, the Lower 48, Hawaii, Canada and
Mexico.

Alcoa Inc. is a global leader in lightweight metals
engineering and manufacturing. Alcoa pioneered the
aluminum industry over 125 years ago, and today,
our approximately 60,000 people in 30 countries de-

- App 3 -

liver value-add products made of titanium, nickel and
aluminum, and produce best-in-class bauxite, alumi-
na and primary aluminum products.

Amazon Services Inc. is a commercial printing
company, established in 1987, and is currently certi-
fied as a woman-owned, SBE/MBE minority compa-
ny. Amazon Printers serves elite accounts in market-
ing, procurement and commercial accounts in the US,
Caribbean and South America, creating award win-
ning pieces and custom made items.

Amazon.com, Inc., based in Seattle, Washington, is
one of the world’s largest and best known online re-
tailers. Amazon seeks to be the Earth’s most custom-
er-centric company, where customers can discover
anything they might want to buy online at the lowest
possible prices.

American Airlines Group Inc. is the holding com-
pany for American Airlines and US Airways. Togeth-
er with wholly owned and third-party regional carri-
ers operating as American Eagle and US Airways
Express, the airlines operate an average of nearly
6,700 flights per day to 339 destinations in 54 coun-
tries from its hubs in Charlotte, Chicago, Dallas/Fort
Worth, Los Angeles, Miami, New York, Philadelphia,
Phoenix and Washington, D.C.

American Apparel is a leading basics brand for
young adults and people of all ages, with both whole-
sale and retail divisions globally. Knitting, dyeing,
sewing, photography, marketing, distribution, and
design all happen in our Los Angeles facilities.

- App 4 -

American Express Company is a global services
company, providing customers with access to prod-
ucts, insights and experiences that enrich lives and
build business success.

American International Group, Inc. (AIG) is a
leading international insurance organization head-
quartered in New York City serving customers in
more than 130 countries and jurisdictions. AIG com-
panies serve commercial, institutional, and individual
customers with property-casualty, life insurance and
retirement services.

Aparicio-Mercado Law, L.C. is a Los Angeles, Cal-
ifornia law firm that handles discrimination and
wage and hour issues.

Apple Inc. is a multinational consumer electronics
and software company based in Cupertino, California.
Apple employs over 90,000 people across the U.S. and
worldwide.

AppNexus Inc. is a technology company that pro-
vides trading solutions and powers marketplaces for
Internet advertising. Headquartered in New York
City with 22 global offices, AppNexus employs more
than 800 professionals.

Aramark, headquartered in Philadelphia, Pennsy]-
vania, is a global leader in food, facilities manage-
ment and uniforms with 270,000 employees in 22
countries.

Arbor Brewing Company, LLC is a privately
owned brewpub and microbrewery in Michigan that

- App 5-

employees 100 people and distributes its beer in three
states.

Arnold & Porter LLP is an international! law firm
that employs over 800 lawyers with U.S. offices in
Washington, D.C., California, New York, Colorado,
and Texas.

Aspen Skiing Company owns and operates four ski
mountains, two hotels and 18 restaurants in the As-
pen and Snowmass areas of Colorado, and employs
3,400 people in winter.

Assemble Sound LLC, headquartered in Detroit,
Michigan, is an artist-driven initiative to more effec-
tively connect Detroit musicians to each other and
our work to the broader music-loving world.

AT&T Inc. helps millions of people and businesses
around the globe stay connected through leading
wireless, high-speed Internet, voice and cloud-based
services. AT&T helps people mobilize their worlds
with state-of-the-art communications, entertainment
and video services, and amazing innovations like
connected cars and devices for homes, offices and
points in between.

Atlas Cut Stone, headquartered in Oak Park, Mich-
igan and founded in 1935, specializes in natural stone
products for creative concepts, design and localiza-
tion. Atlas works with homeowners, builders, and
highly specialized architectural firms.

App 6 -

Atticus Circle is a non-profit organization com-
prised of straight allies standing up for equal rights
for LGBT citizens and their families.

The Austin Gay & Lesbian Chamber of Com-
merce’s mission is to cultivate, promote and empow-
er the economic well-being of the LGBT business
community and their allies through collaboration,
education and community development.

Avanade Inc. helps customers realize results in a
digital world through business technology solutions,
cloud and managed services. Avanade, which is ma-
jority owned by Accenture, was founded in 2000 by
Accenture LLP and Microsoft Corporation and has
23,000 professionals in more than 20 countries.

Bain & Company, Inc. is a leading global strategy
consulting firm, headquartered in Boston, Massachu-
setts, with over 5,500 staff based in 50 offices around
the world.

Bakehouse Art Complex, located in Miami, Flori-
da, provides affordable studio spaces, exhibition op-
portunities, educational and artist advancement pro-
gramming, and common work spaces for emerging
and mid-career artists.

Baker & McKenzie LLP is a global law firm of
4,200 lawyers in 47 countries, including offices in
New York and California.

Bank of America is one of the world’s largest finan-
cial institutions, serving individual consumers, small-
and middle-market businesses, institutional inves-

- App 7 -

tors, large corporations and governments with a full
range of banking, investing, asset management and
other financial and risk management products and
services. Bank of America employs more than
223,000 people worldwide operating in all 50 states,
the District of Columbia, Puerto Rico, the U.S. Virgin
Islands and over 35 countries.

The Bank of New York Mellon Corporation
(BNY Mellon), headquartered in New York, is a lead-

ing provider of investment management and invest-
ment services.

Barclays is an international financial services pro-
vider engaged in personal banking, credit cards, cor-
porate and investment banking and wealth manage-
ment with an extensive presence in Europe, the
Americas, Africa and Asia. With over 300 years of
history and expertise in banking, Barclays operates
in over 50 countries and employs approximately
140,000 people. Barclays moves, lends, invests and
protects money for customers and clients worldwide.

Barnes & Noble, Inc. is a leading retailer of con-
tent, digital media and educational products. The
Company operates 649 Barnes & Noble bookstores in
50 states, and one of the Web’s largest e-commerce
sites. Its NOOK digital business offers award-
winning NOOK® products and an expansive collec-
tion of digital reading and entertainment content
through the NOOK Store®, while Barnes & Noble
College Booksellers, LLC operates 714 bookstores
serving over five million students and faculty mem-

bers at colleges and universities across the United
States.

- App 8 -

bebe stores, inc. is a global specialty retailer, which
designs, develops and produces a distinctive line of
contemporary women’s apparel and accessories under
the bebe and BEBE SPORT brand names. bebe cur-
rently operates 168 bebe retail stores including the
on-line store bebe.com, and 35 bebe outlet stores in
the United States. Additionally bebe distributes bebe
branded product through its licensees in approxi-
mately 23 countries.

BD (Becton, Dickinson and Company) is a medi-
cal technology company that serves healthcare insti-
tutions, life science researchers, clinical laboratories,
industry and the general public. BD manufactures
and sells a broad range of medical supplies, devices,
laboratory equipment and diagnostic products. BD is
headquartered in the United States and has more
than 30,000 associates in 50 countries worldwide.

Belcampo Inc. was founded in 2011. Our companies
include Belcampo Farms where we humanely raise
our organic meat, our humane certified processing
facility Belcampo Butchery and Belcampo Meat Co.
which runs our Butcher Shops and Restaurants with
six locations in California.

Ben & Jerry’s is a leading manufacturer of super
premium ice cream, yogurt and sorbet distributed in
supermarkets, grocery stores, and Ben & Jerry’s
Scoop Shops in more than 35 countries around the
world.

Big Duck Studio, Inc. is a New York communica-
tions firm that works exclusively with nonprofits to

- App 9-

help reach supporters, build awareness, and raise
money.

Bigelow Villa LLC dba The Lobby Bar is located on
Capitol Hill in Seattle, Washington. We are a cocktail
lounge that caters to the diverse Seattle community.

Billy’s Farm is an organic Christmas tree farm lo-
cated in Wilton, California.

BlackRock, Inc. is a leader in investment manage-
ment, risk management and advisory services for in-
stitutional and retail clients worldwide. Headquar-
tered in New York City, as of December 31, 2014, the
firm had approximately 12,200 employees in more
than 30 countries and a major presence in key global
markets, including North and South America, Eu-
rope, Asia, Australia and the Middle East and Africa.

Bloomberg L.P. is a global business and financial
information and news leader. Bloomberg provides re-
al time financial information to more than 320,000
subscribers globally. Headquartered in New York,
Bloomberg employs more than 15,500 people in 192
locations around the world.

Blue Apron, Inc. makes home cooking accessible by
delivering original recipes and farm-fresh ingredients
to customers nationwide. Headquartered in New
York City, the company delivers over 1,000,000 meals
per month, and employs more than 1,100 people.

Blue Heron Ventures is an angel investment fund
and Japanese trading company based in California.

- App 10 -

Blue Moon Hotel / Winter Haven Hotel are two
South Beach Miami hotels that are part of Hersha
Hospitality Management.

Blume, Faulkner & Skeen, PLLC provides legal
services for all aspects of a business through media-
tion, litigation, or arbitration and also represents in-
dividuals and families at critical crossroads in life.

Boehringer Ingelheim Pharmaceuticals, Inc.,
based in Ridgefield, Connecticut, is the largest U.S.
subsidiary of Boehringer Ingelheim Corporation and
a member of the Boehringer Ingelheim group of com-
panies. The Boehringer Ingelheim group is one of the
world’s 20 leading pharmaceutical companies. Head-
quartered in Ingelheim, Germany, it operates global-
ly with 142 affiliates and more than 47,400 employ-
ees.

Boston Community Capital, Inc. is a Boston,
Massachusetts based community development finan-
cial institution that invests in affordable housing pro-
jects, and job creation in low-income communities.

The Boston Consulting Group (BCG) is a global
management consulting firm and a leading advisor
on business strategy.

The Boston Foundation is a corporation located in
Boston, Massachusetts that is one of the oldest and
largest community foundations in the nation. The
Foundation is a partner in philanthropy with some
1,000 separate charitable funds established by do-
nors, either for the general benefit of the community
or for special purposes.

- App 11 -

Boston Medical Center Curporation is a private,
not-for-profit, 482-bed academic medical center locat-
ed in Boston, Massachusetts, and is the largest pro-

vider of trauma and emergency services in New Eng-
land.

Boston Scientific Corporation transforms lives
through innovative medical solutions that improve
the health of patients worldwide. The company,
which has approximately 24,000 employees, is head-
quartered in Massachusetts and has operations in
multiple locations around the world.

Brady Mills LLC, headquartered in Nashville, Ten-
nessee, is a website development and online market-
ing company providing services to a variety of indus-
tries throughout the United States and abroad.

BrandQuery LLC is a branding, advertising and
marketing agency specializing in brand enhance-
ment. Our work is guided by client input, their exist-
ing brand(s), and research.

Bristol-Myers Squibb Company is a global phar-
maceutical company whose mission is to discover, de-
velop and deliver innovative medicines that help pa-
tients prevail over serious diseases.

Broadcom Corporation is a global leader and in-
novator in semiconductor solutions for wired and
wireless communications. Broadcom is headquartered
in Irvine, California with over 11,000 employees
across the U.S. and worldwide.

- App 12-

Brocade networking solutions helps organizations
transition to a world where applications and infor-
mation reside anywhere. With headquarters in San
Jose, California and approximately 4,000 employees
worldwide, Brocade serves a wide range of industries
and customers in more than 160 countries.

Cablevision Systems Corporation is one of the
largest cable operators in the United States, provid-
ing digital cable television, high speed data and tele-
phone services to approximately 3 million customers
in the New York metropolitan area. Through its local
media and programming properties — News 12 Net-
works, Newsday Media Group and MSG Varsity —
Cablevision also delivers news and information creat-
ed specifically for the communities it serves.

Capital One Financial Corporation is one of the
top 10 banks in the country serving retail, small
business and commercial clients through a variety of
traditional and digital channels. Capital One has
banking locations across New York, New Jersey, Lou-
isiana, Texas, Virginia, Maryland and the District of
Columbia.

Captain Wendell’s Marine Services LLC is a full
service boat captain resource for boating education,
on the water instruction, and marine surveyor con-
sultation for recreational boaters in the Puget Sound
region.

Cardinal Health, Inc., headquartered in Dublin,
Ohio, is a health care services company that improves

the cost-effectiveness of health care. As the business
behind health care, Cardinal Health helps pharma-

- App 13 -

cies, hospitals, ambulatory surgery centers, clinical
laboratories and physician offices focus on patient
care while reducing costs, enhancing efficiency and
improving quality. Cardinal Health employs 34,000
people worldwide.

Care Resource provides HIV/AIDS research, pre-
vention, care and treatment services to individuals in
Florida’s Miami-Dade and Broward Counties.

CBS Corporaticn’s operations span the media and
entertainment industries and include a major televi-
sion network (CBS), television content production
and distribution, interactive businesses, motion pic-
tures, cable program services (including Showtime),
publishing (Simon & Schuster), television stations
and radio stations. CBS Corporation is headquar-
tered in New York City with approximately 17,300
salaried employees (as of 12/31/14) across the United
States and worldwide.

CEB, a leading member-based advisory company,
equips more than 10,000 organizations around the
globe with insights, tools and actionable solutions to
transform enterprise performance.

Central Physical Therapy & Fitness, PSC is an
outpatient physical therapy clinic in Seattle, Wash-
ington, providing individualized physical therapy
care and personal fitness training.

CGI, founded in 1976, is the fifth largest independent
information technology and business process services
firm in the world. Approximately 68,000 professionals
serve thousands of global clients from offices and de-

- App 14 -

livery centers across the Americas, Europe and Asia
Pacific, leveraging a comprehensive portfolio of ser-
vices including high-end business and IT consulting,
systems integration, application development and
maintenance, infrastructure management as well as
a wide range of proprietary solutions.

Charlotte Business Guild’s mission is to integrate
business development, social action and leadership,
and to facilitate economic proliferation for the lesbi-
an, gay, bisexual and transgender (LGBT) community
and those who support equality for all. Together, we
will achieve this mission by increasing visibility
through professional networking and marketing,
maintaining operational sustainability, and strategic
training.

The Chubb Corporation is the holding company for
the property and casualty insurance companies re-
ferred to as the Chubb Group of Insurance Compa-
nies, which since 1882 have provided property and
casualty insurance to customers around the globe.
Headquartered in Warren, New Jersey, Chubb em-
ployees 10,200 employees worldwide.

CIGNA Corporation is a global health service com-
pany dedicated to helping people improve their
health, well-being and sense of security. All products
and services are provided exclusively by or through
operating subsidiaries of Cigna Corporation, includ-
ing Connecticut General Life Insurance Company,
Cigna Health and Life Insurance Company, Life In-
surance Company of North America and Cigna Life
Insurance Company of New York. Such products and
services include an integrated suite of health ser-

- App 15 -

vices, such as medical, dental, behavioral health,
pharmacy, vision, supplemental benefits, and other
related products including group life, accident and
disability insurance. Cigna maintains sales capability
in 30 countries and jurisdictions, and has more than
86 million customer relationships throughout the
world.

Cisco Systems, Inc. is a multinational networking
equipment and technology company headquartered in
San Jose, California. Cisco has over 70,000 employees
across the United States and worldwide.

Citigroup Inc., a leading global bank, provides con-
sumers, corporations, governments and institutions
with a broad range of financial products and services.
Headquartered in New York, Citi has over 240,000
employees worldwide and does business in more than
160 countries and jurisdictions.

City Catering Company is a full-service Seattle,
Washington caterer providing innovative food, bever-
age, decor and service.

City Lites Neon, Inc. is an electrical sign company
in Seattle, Washington, servicing, fabricating and in-
stalling all types of electrical signs.

The City of Ann Arbor, Michigan is located in
Southeastern Michigan. Founded as a town in 1824,
Ann Arbor is the county seat for Washtenaw County
and now has a population of 113,934.

Civitas Public Affairs Group delivers winning ad-
vocacy and public affairs campaigns for its clients

- App 16 -

and the people they serve. Civitas works with leaders
from across the political spectrum to forge bold bipar-
tisan and cutting-edge campaigns that address criti-
cal societal challenges.

Clean Yield Asset Management is an SEC-
registered investment advisor serving social inves-
tors.

CloudFlare, Inc. offers advanced web security, dis-
tributed denial of service attack mitigation, and con-
tent delivery solutions. CloudFlare is a community of
over 2 million websites.

CMIT Solutions of Seattle Downtown offers in-
formation technology consulting and services to small
and medium sized businesses in the Seattle area.

The Coca-Cola Company, headquartered in Atlan-
ta, is one of the world’s largest beverage companies,
refreshing consumers with more than 500 sparkling
and still brands. Together with its bottling partners,
it ranks among the world’s top 10 private employers
with more than 700,000 system associates.

Cohen & Associates is a professional development
organization committed to leading the market in the
delivery of effective, results-based training programs
and learning materials to help our clients maximize
their full human resource potential.

Colgate-Palmolive Company is a global consumer
products company which manufactures and distrib-
utes oral, personal, and home care and pet nutrition

- App 17 -

products to consumers in over 200 different countries
around the world.

Columbia FunMap, Inc. publishes maps and travel
guides targeting gay and lesbian travelers through-
out the U.S. and Canada.

Comcast Corporation is a global media and tech-
nology company with two primary businesses, Com-
cast Cable and NBCUniversal. Comcast Cable is the
nation's largest video, high-speed Internet and phone
provider to residential customers under the XFINITY
brand and also provides these services to businesses.
NBCUniversal operates news, entertainment and
sports cable networks, the NBC and Telemundo
broadcast networks, television production operations,
television station groups, Universal Pictures and
Universal Parks and Resorts.

The Computer Butler is an IT support and man-
aged services company serving the greater Nashville,
Tennessee area.

ConAgra Foods, Inc. is one of North America’s
largest packaged food companies with branded and
private branded food found in 99 percent of America’s
households, as well as a strong commercial foods
business serving restaurants and foodservice opera-
tions globally. Headquartered in Omaha, Nebraska,
ConAgra Foods employs more than 30,000 people na-
tionally and around the globe.

The Corcoran Group, a leading residential real es-
tate brokerage company in New York City, operates
40 offices with 2,200 sales associates serving Manhat-

- App 18 -

tan, Brooklyn, the Hamptons, the North Fork, Shel-
ter Island, Delray Beach and Palm Beach, Florida.
The Corcoran Group is part of NRT LLC, the nation’s
largest residential real estate brokerage company and
a subsidiary of Realogy Holdings Corp. that operates
Realogy’s company-owned real estate brokerage offic-
es.

Corner Brewery, LLC, also known as the Arbor
Brewing Company's Microbrewery, is located in the
Historic Depot Town Neighborhood of Ypsilanti, MI.

Corning Incorporated, headquartered in Corning,
New York, and employing approximately 34,600 peo-
ple globally, is a world leader in the manufacture of
specialty glass and ceramics. Drawing on more than
160 years of materials science and process engineer-
ing knowledge, Corning creates and makes keystone
components that enable high-technology systems for
consumer electronics, mobile emissions control, opti-
cal communications and life sciences.

Cox Enterprises, Inc. is a leading communications,
media and automotive services company. Headquar-
tered in Atlanta, our more than 50,000 employees
serve customers across the country and around the
world through three divisions: Cox Communications,
the third largest cable operator in the country; Cox
Automotive, a portfolio of automotive-related services
including AutoTrader.com and Kelley Blue Book; and
Cox Media Group, which includes television and radio
stations, digital media and newspapers.

- App 19 -

Crazy Misfits Pet Services is a pet service compa-
ny based in Kent, Washington providing services in 8
cities.

Credit Suisse Securities (USA) LLC is one of the
world’s leading financial services providers and part
of the Credit Suisse group of companies, offering cli-
ents its expertise in private banking, investment
banking and asset management. With offices nation-
wide, the largest U.S. office is located in New York.

Cummins Inc., a global power leader, and a corpora-
tion of complementary business units that design,
manufacture, distribute and service diesel and natu-
ral gas engines and related technologies, including
fuel systems, controls, air handling, filtration, emis-
sion solutions and electrical power generation sys-
tems. Headquartered in Columbus, Indiana, Cum-
mins currently employs approximately 54,600 people
worldwide and serves customers in approximately
190 countries and territories through a network of
approximately 600 company-owned and independent
distributor locations and approximately 7,200 dealer
locations.

Cupcake Royale, founded in 2003, is a cupcake
bakery and café located in Seattle, Washington.

CVS Health Corporation is a pharmacy innovation
company helping people on their path to better
health. Through its 7,800 retail pharmacies, more
than 900 walk-in medical clinics, a leading pharmacy
benefits manager with more than 65 million plan
members, and expanding specialty pharmacy ser-
vices, CVS enables people, businesses and communi-

App 20 -

ties to manage health in more affordable, effective
ways. Headquartered in Woonsocket, Rhode Island,
CVS employs approximately 205,000 people.

Dallas Voice is a leading media source for the LGBT
community in Texas. Published for 30 years in Dal-
las-Fort Worth, the Dallas Voice is distributed in five
counties, 23 cities and 62 zip codes.

Dana-Farber Cancer Institute, Inc. is a not-for-
profit hospital and research institute located in Bos-
ton, Massachusetts that provides care to children and
adults with cancer while advancing the understand-
ing, diagnosis, treatment, cure and prevention of can-
cer and related diseases. Dana-Farber employs more
than 4,000 people.

Danaher Corporation is a global science and tech-
nology innovator in health care, environmental, and
industrial businesses. Danaher has 71,000 associates
worldwide.

David J. Jarrett, P.C. is a personal injury and in-
surance defense law firm located in Michigan.

David Kosar Insurance Agency is a full-service
insurance agency offering property, auto, life, special-
ty personal lines, commercial and business insurance
products. We are located in Everett, Washington and
write insurance across the entire state of Washing-
ton.

David Mack Henderson Income Tax Prepara-
tion, located in Fort Worth, Texas, is an income tax
preparer with clients all over the United States.

- App 21 -

DCI Group AZ, L.L.C. is a leading public affairs
company with its principal place of business in Wash-
ington, DC. Its public affairs services include strate-
gic guidance for legislative, regulatory and communi-
cations challenges, media development/relations,
message development, community outreach, crises
management and strategic alliances. DCI Group
serves clients nationwide and internationally.

Deloitte LLP is a partnership with more than
65,000 partners, principals, and employees who pro-
vide audit, consulting, tax and advisory services to
many of the world’s most admired brands, including
80 percent of the Fortune 500. Our people work
across more than 20 industry sectors to deliver mezss-
urable and lasting results.

Delta Air Lines, Inc. serves nearly 165 million cus-
tomers each year. With an industry-leading global
network, Delta and the Delta Connection carriers of-
fer service to 319 destinations in 59 countries on six
continents. Headquartered in Atlanta, Delta employs
nearly 80,000 employees worldwide and operates a
mainline fleet of more than 700 aircraft.

Depository Trust & Clearing Corporation
(DTCC), through its subsidiaries, provides clearing,
settlement and information services. In addition,
DTCC is a leading processor of mutual funds and in-
surance transactions. DTCC is headquartered in New
York.

The Desert Business Association has been com-
mitted to the promotion of LGBT businesses and al-
lied businesses since 1979. We are the Coachella Val-

App 22 -

ley’s only gay business association comprised of over
300 members. Our mission is to champion opportuni-
ty, development, and advocacy for our LGBT & allied
business community.

Deutsche Bank AG is a leading global investment
bank headquartered in Frankfurt, Germany, with
major hubs in London, New York, Sao Paulo, Dubai,
Hong Kong and Tokyo. With 10,000 of its 100,000
employees in the United States, Deutsche Bank offers
financial services throughout the world.

Diageo North America, Inc. is an indirect subsidi-
ary of Diageo plc, a public limited company in Eng-
land and Wales. Diageo is a global leader in beverage
alcohol with brands including Johnnie Walker,
Crown Royal, Buchanan’s and Bulleit whiskies,
Smirnoff, Ciroc and Ketel One vodkas, Captain Mor-
gan, Baileys, Don Julio, Tanqueray and Guinness.
Diageo North America has approximately 3,000 US
employees; 23 business offices across the US and
Canada; 12 bottling, distilling, blending and manu-
facturing sites in Illinois, Kentucky, Maryland, On-
tario, and Quebec; distilleries in Manitoba, Tennes-
see, and the U.S. Virgin Islands; and, 7 wineries and
wine production facilities in California.

DIRECTV supports the diversity of our more than
30,000 employees whose talents and unique life expe-
riences help us transform what TV means to the
world. As one of the world’s leading providers of digi-
tal television entertainment services, we deliver a
premium video experience to more than 39 million
customers in the U.S. and Latin America. In the U.S.,
DIRECTV offers its over 20 million customers access

- App 23 -

to more than 195 HD channels, exclusive sports pro-
gramming such as NFL SUNDAY TICKET™, Emmy-
award winning technology, and a track record of high
customer satisfaction.

DocuSign® is The Global Standard for Digital
Transaction Management®. DocuSign helps more
than 100,000 companies across nearly every industry
and department make their digital transformation.
More than 50 million people in 188 countries turn to
DocuSign to manage their most important transac-
tions—digitally. DocuSign’s DTM platform supports
legally compliant signature processes tailored to meet
requirements globally with localization in 43 lan-

guages.

Domini Social Investments LLC is a woman-
owned and managed SEC-registered investment ad-
viser that specializes exclusively in socially responsi-
ble investing.

The Dow Chemical Company, based in Midland,
Michigan, combines the power of science and technol-
ogy to passionately innovate what is essential to hu-
man progress. In 2014, Dow employed approximately
53,000 people worldwide. The Company’s more than
6,000 products are manufactured at 201 sites in 35
countries across the globe.

Dreamcatcher Arts and Publishing Ltd. is a pro-
gressive comic strip and magazine publisher based in

Lacey, Washington.

App 24 -

Dropbox, Inc., based in San Francisco, California, is
a service that lets you bring all your photos, docu-
ments, and videos anywhere, and share them easily.

DuPont is a world leader in market-driven innova-
tion and science. For more than 200 years, DuPont
has brought world-class science and engineering to
the global marketplace through innovative products,
materials and services. Our market-driven innova-
tion introduces thousands of new products and patent
applications every year, serving markets as diverse
as agriculture, nutrition, electronics and communica-
tions, safety and protection, home and construction,
transportation and apparel.

eBay Inc., headquartered in San Jose, California,
and employing more than 30,000 people, is a global
commerce platform and payments leader, connecting
millions of buyers and sellers through online plat-
forms including eBay, PayPal, and GSI.

Edelman is a leading global communications mar-
keting firm with more than 5,500 employees in 65 cit-
ies worldwide; we partner with many of the world’s
largest and emerging businesses and organizations,
helping them evolve, promote and protect their
brands and reputations.

Eldercare Consulting, based in Seattle, Washing-
ton, provides project management services for seniors
and their families.

Electronic Arts Inc. is a leading global interactive
entertainment software company that delivers
games, content and online services for Internet-

- App 25 -

connected consoles, personal computers, mobile
phones and tablets.

EnduringHydro, LLC is a clean energy company
headquartered in Chevy Chase, Maryland that devel-
ops hydroelectric power plants at existing dams,
seeking to increase the electricity production from
non-fossil fuel sources.

Ernst & Young LLP is a member firm of the global
EY organization, providing assurance, tax, transac-
tion and advisory services in offices throughout the
United States. Ernst & Young member firms have
more than 190,000 people worldwide.

The Estée Lauder Companies Inc. is one of the
world’s leading manufacturers and marketers of qual-
ity skin care, makeup, fragrance and hair care prod-
ucts. Founded in 1946 and headquartered in New
York City, the Company’s products are sold in over
150 countries and territories.

Event Rents is a provider of special event rental
items and services.

Everything Real Estate LLC is a professional real
estate services firm located in Fort Worth, Texas of-
fering client and customer representation, consulta-
tion and property management services.

Express Movers Inc. is local, family owned Seattle

moving company that has been in business since
1993.

- App 26 -

Facebook, Inc., based in Menlo Park, California, is
a social media service with more than one billion us-
ers.

Farella Braun + Martel, LLP represents clients
throughout the United States and abroad in sophisti-
cated business transactions and high-stakes commer-
cial, civil and criminal] litigation. Founded in 1962, we
are headquartered in San Francisco and maintain an
office in the Napa Valley.

Fastsigns is a sign and graphics company.

Fenwick & West LLP is a law firm with more than
600 partners and employees in California, Idaho,
Vermont and Washington, providing comprehensive
legal services to technology and life sciences compa-
nies.

First Data Corporation is a global provider of elec-
tronic commerce and payment solutions for mer-
chants, financial institutions, and card issuers with
operations in 34 countries, serving approximately 6.2
million merchant locations.

lst Security Bank is a community bank operating
primarily in the Puget Sound region of Washington
State.

lstdibs.Com, Inc. is a leading online marketplace
for rare and desirable objects, bringing together more
than 2,000 of the world’s dealers specializing in jew-
elry & watches, furniture, fine art, and collectibles.

- App 27 -

FIT Technologies is a female business enterprise
and LGBT-certified firm headquartered in Cleveland,
Ohio. FIT provides a full range of managed IT ser-
vices from network design and monitoring to Inter-
net, VoIP, field support, help desk, IT needs assess-
ments and CIO consultation to businesses and organ-
izations throughout Ohio and in cities across the
United States.

Flanery CPA is a CPA firm located in the greater
Seattle, Washington area.

Full Court Press Communications is a full service
public relations, public affairs, social media and crisis
communications agency located in Oakland, Califor-
nia.

G.A.W., Inc. is a manufacturer and distributor of
pneumatic tools and accessories.

The Gay & Lesbian Chamber of Commerce Ne-
vada (GLCCNV) advances the prosperity, equality
and inclusivity of Nevada’s gay, lesbian, bisexual,
transgender and allied business community through
referrals, education, networking, advocacy and sup-
plier diversity opportunities. GLCCNV was estab-
lished in 2013 as the local affiliate of the National
Gay & Lesbian Chamber of Commerce (NGLCC).

General Electric Company is one of the largest
and most diversified infrastructure and financial ser-
vices corporations in the world. With products and
services ranging from aircraft engines, power genera-
tion, oil and gas production equipment, and house-
hold appliances to medical imaging, business and

- App 28 -

consumer financing and industrial products, GE does
business in more than 150 countries and employs ap-
proximately 307,000 people worldwide.

General Mills, Inc. is one of the world’s leading food
companies, operating in more than 100 countries
around the world. Its brands include Cheerios, Fiber
One, Haagen-Dazs, Nature Valley, Yoplait, Betty
Crocker, Pillsbury, Green Giant, Old El] Paso, Wan-
chai Ferry, Yoki and more. Headquartered in Minne-
apolis, Minnesota, General Mills has approximately
43,000 employees worldwide.

Gensler is a global architecture, design, planning
and consulting firm with more than 4,800 profession-
als in 46 offices around the world.

Gilt Groupe Holdings, Inc., based in New York
City and employing more than 1,100 people, is an
online shopping destination, offering members special
access to leading fashion, home décor and unique lo-
cal activities in select cities.

GlaxoSmithKline LLC is the United States-based
affiliate of GlaxoSmithKline plc, a science led global
pharmaceutical, vaccines, and consumer healthcare
company. The Company manufactures medicines for
major disease areas, including respiratory, HIV, dia-
betes, vaccines for infectious diseases and consumer
products for wellness, oral health and nutrition.

Gleason & Associates Claims Services, in Fern-
dale, Michigan, provides insurance adjusting, inves-
tigative and surveillance services to insurers
throughout Michigan.

- App 29 -

Go Factory, Inc. is a software company located in
San Francisco, California that helps enterprises and
businesses to create mobile collaboration solutions
that integrate data and content with people and sys-
tems.

Goethel Engelhardt, PLLC is a law firm and pro-

fessional service limited liability company located in
Michigan.

The Goldman Sachs Group, Inc. is a leading glob-
al investment banking, securities and investment
management firm that provides a wide range of fi-
nancial services to a substantial and diversified client
base that includes corporations, financial institu-
tions, governments and high-net-worth individuals.
The firm is headquartered in New York City.

Google, Inc. is a global technology leader focused on
improving the ways people connect with information,
with headquarters in California.

Goulston & Storrs, P.C. is an international law
firm practicing real estate, environmental, retail, tax
and other practices in Boston, New York, and Wash-
ington, D.C.

Great Officiants LLC performs wedding ceremo-
nies, has a wedding chapel and issues marriage li-
censes in the Southern California area.

The Greater Connecticut Gay and Lesbian
Chamber of Commerce’s purpose is to create, iden-
tify and enhance business opportunities for LGBT

- App 30 -

and LGBT-allied organizations, thereby fostering a
more inclusive and vibrant Connecticut economy.

Greater San Diego Business Association was
founded in 1979 and is the LGBT chamber of com-
merce in San Diego County, California, with over 800
members.

Greater Seattle Business Association is the
LGBT chamber of commerce in Seattle, Washington.

Greensulate provides sustainable building consult-
ing in New York City, Long Island, the San Francisco
Bay Area, and Los Angeles.

Grossman Marketing Group, a fourth-generation
family business, is a full-service provider of market-
ing solutions to customers in fields as varied as

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Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/brief%3Amicro_IA40385016_0307%3A144. Public record. Not legal advice.