WT Docket Number 12-301 INFORMATION AND DISCOVERY REQUEST FOR METROPCS 1. Provide an organization chart and personnel directory in effect, for the Company as a whole and for each of the Company’s facilities or divisions involved in any activity relating to any relevant product or any relevant service. 2. The Applicants state, “[a]bsent the instant transaction, MetroPCS faces capacity constraints in the near term that may significantly curtail its ability to continue its unlimited services model for data services, and limit MetroPCS’ ability to compete against larger rivals with access to greater spectrum and resources.” (Public Interest Statement, page 16). The Applicants also state that “MetroPCS has insufficient spectrum to refarm to higher efficiency LTE without risking performance to its customers.” (Public Interest Statement, page 33). Provide all plans, analyses, and reports, including any documentation, methodologies, and assumptions used in any underlying models, discussing the claimed network spectrum capacity constraints and the spectrum requirements of the Company in these areas. 3. Provide all merger simulations, econometric modeling, or similar analyses, including those regarding market concentration or pricing, that have been undertaken by the Company or any consultant or expert hired by the Company to analyze the effect of the Proposed Transaction, including all documents and data used in these analyses. 4. The Applicants state that the Proposed Transaction “will generate substantial and achievable synergies projected to be $6-7 billion NPV” (Public Interest Statement, page 13, 39, see also pages 41-42). Further, the Applicants state that “Newco's proposed transaction-specific savings will free up significant financial resources that could be invested back in its network and operations. This will allow the company to grow, potentially increasing employment opportunities.” (Public Interest Statement, page 44). Provide all plans, analyses, and reports discussing estimates of operational savings and other cost synergies, including the integration of networks, switching facilities, and cell sites, as well as the impact of synergies upon employment at Newco post-transaction. 5. The Applicants state, “T-Mobile USA and MetroPCS plan a straightforward technology migration program that will allow for rapid expansion of capacity without customer disruption. This migration plan involves: (1) accommodating the use of LTE by MetroPCS’s existing LTE customers on the T-Mobile USA network very soon after closing and (2) beginning distribution of MetroPCS-branded GSM/HSPA+/LTE handsets that operate on T-Mobile USA’s network as soon as practical after closing.” (Public Interest Statement, pages 36-37). Further, Mr. Glen, in his declaration, states that “[b]ecause 60- 65 percent of MetroPCS customer base upgrades its handsets each year, MetroPCS expects most of its customers to have migrated to the T-Mobile [USA] network within the first year to year-and-a-half after the transaction closes.” (Glen Declaration, ¶ 19). The Applicants estimate that the customer migration will be complete by the second half of 2015. (Public Interest Statement, page 38). Describe in detail the migration plan and provide all plans, analyses, and reports discussing customer migration. Provide all documents provided to, reviewed by, or relied upon by Mr. Glen in making the above statement. 6. The Applicants state that “MetroPCS customers will experience improved services and options – many at no additional cost.” (Public Interest Statement, page 22). The Applicants also state that “current MetroPCS customers will receive the benefits of an expanded and enhanced network without an increase in price of their existing service plans.” (Public Interest Statement, page 24). Mr. Glen states in his declaration that Newco plans to “extend the benefit of the MetroPCS model to new cities” and have “attractively-priced offerings on both a pre-paid and post-paid basis.” (Glen Declaration, ¶ 15). Describe in detail plans for the expansion of the MetroPCS brand, including service plans and pricing in these 2expansion areas if the Proposed Transaction were approved. Provide all plans, analyses, and reports discussing expansion plans, such as reports and analyses discussing the Company’s pricing forecasts and launches into new geographic areas. Provide all plans, analyses, and reports discussing all potential modifications to the prepaid and postpaid MetroPCS models. 7. Provide all plans, analyses, and reports (including any surveys conducted by the Company or third party) discussing how customers view and value the Company’s network quality, service plans, pricing, and promotions (including local promotions), including any competitive changes as a result of service offerings by MetroPCS, and any contemplated or actual competitive changes to MetroPCS’s service plans, pricing or promotions as a response to other service providers’ offerings. 8. Provide a list, in csv format, as of the date of this Request, for each county within each state, the District of Columbia, and each municipality within Puerto Rico, of each spectrum license that can be used in the provision of mobile wireless services that the Company holds, has a joint venture or other business arrangement with regard to, leases from another person, has another interest in, manages, has contracted to acquire, or is in negotiations to acquire. For each license, identify the: (a) FIPS Code; (b) county (or the District of Columbia, or municipality in the case of Puerto Rico); (c) state (including the District Columbia and Puerto Rico); (d) market name; (e) market number (in the case of CMA, MTA, or BTA); (f) spectrum type; (g) spectrum block; (h) amount of spectrum; (i) the wireless technology format deployed or planned (e.g., GSM, EDGE, CDMA, EV-DO, EV-DO Rev. A, UMTS, HSPA, HSPA+, LTE); and (j) whether the Company: (i) holds; (ii) has a joint venture or other business arrangement with regard to; (iii) leases to or from another person; (iv) has an interest in; (v) manages; (vi) has contracted to acquire; (vii) is in negotiations to acquire; or (viii) plans to sell. 9. Provide, as of the date of this Request, maps by bands of the geographic coverage of each relevant wireless service provided by the Company, distinguishing by technological format (e.g., GSM, EDGE, CDMA, EV-DO, EV-DO Rev. A, UMTS, HSPA, HSPA+, LTE). Provide the maps in a geo-referenced format, such as a shapefile (for ArcMap) or table (for Maplnfo), and provide all assumptions, methodology (e.g., propagation, field measurements), calculations (including link budgets), tools (e.g., predictive and field measurements) and data (e.g., terrain, morphology, buildings) used in the production of the maps. On these coverage maps, depict in separate colors two ranges of signal levels (- 95 to -85 dBm, and greater than -85 dBm). 10. Provide the Company’s monthly data, including data on subscribers, additions, revenues, and costs, as specified in Attachment A. 11. Provide copies of any agreements that T-Mobile USA and MetroPCS have entered into related to the Proposed Transaction. 12. Provide copies of the following MetroPCS documents that were provided to the Department of Justice: a. Spreadsheet with detailed information on covered POPs: Bates number MPCS – VOL – 00000001; b. Spreadsheet with covered POPs by technology: MPCS – VOL – 00000002; c. Document showing the subscriber mix: MPCS – VOL – 00000003; d. Capital Expenditure Budget for 2012: MPCS – VOL – 00000004; e. Current Long Range Plan: MPCS – VOL – 00000172; f. Porting Data for May 2011 through August 2012: MPCS – VOL – 00000173-188; and g. Bernstein Research Report (October 30, 2012) (submitted to the DOJ on November 1, 2012). 3Attachment A -- Subscribers.csv For each month, beginning January 2011 and extending through December 2012, for the CMAs subject to the Proposed Transaction, please provide all the CMA-level data requested below. Data should be reported for both prepaid and postpaid subscribers (as indicated in Column #4 by the prepaid variable). Please provide the file electronically in comma separated value (.csv) format. The required format for the entries in each column/field is indicated in the instructions below. Do not include text objects in numeric fields (e.g., do not include "$" in front of any dollar figures). Code any unknown values as "-99999". Column Variable Format Short Description Description 1 cma numeric CMA Code Provide code for Cellular Market Area (CMA) of the subscribers 2 month 2 char. string Month Provide the billing month in MM format: 01=January, 12=December 3 year 4 char. string Year Provide the year of billing month in YYYY format, e.g., 2010, 2011, 2012 4 prepaid 0/1 numeric Prepaid Identifier Indicate whether the reported data are for prepaid subscribers: 1=Prepaid, 0=Postpaid 5 subs numeric Subscribers The number of subscribers/lines in the CMA and month for the relevant service 6 rev_total numeric Total revenues Provide the total revenues (excluding taxes) from all subscribers in the given month and CMA for the relevant service 7 rev_service numeric Service revenues Provide the total service revenues (excluding taxes) from all subscribers in the given month and CMA for the relevant service 8 rev_equip numeric Equipment revenues Provide the total equipment revenues (excluding taxes) from all subscribers in the given month and CMA for the relevant service 9 rev_other numeric Other revenues Provide the total revenues (excluding taxes) from all other sources for all subscribers in the given month and CMA for the relevant service 10 arpu numeric Average revenue per user Provider the average revenue per user for all subscribers in the given month and CMA for the relevant service 11 adds_gross numeric Gross subscriber additions Provide the gross subscriber additions for the given month and CMA for the relevant service 12 adds_net numeric Net subscriber additions Provide the net subscriber additions for the given month and CMA for the relevant service 13 cpga_total numeric Total costs per gross subscriber addition in CMA Provide the total cost per gross addition for the given month and CMA for the relevant service 14 churn numeric Churn rate Provide the churn rate for all subscribers for the given month and CMA for the relevant service 415 retentions numeric Number of subscriber retentions Provide the number of saves/retentions for the given month and CMA for the relevant service 16 retention_costs numeric Cost per retention Provide the cost per save/retention for the given month and CMA for the relevant service 5Definitions In this Information and Document Request, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): 1. The terms “Company” or “MetroPCS” mean MetroPCS Communications, Inc., its parents, predecessors, divisions, subsidiaries, affiliates, partnerships and joint ventures, and all directors, officers, employees, agents, and representatives of the foregoing. The terms “parent,” “subsidiary,” “affiliate,” and “joint venture” refer to any person in which there is partial (10 percent or more) or total ownership or control between the company and any other person. 2. The terms “T-Mobile USA” or “T-Mobile USA, Inc.” mean Deutsche Telkom AG, its domestic and foreign parents, predecessors, divisions, subsidiaries, affiliates, partnerships, and joint ventures, and all directors, officers, employees, agents, and representatives of the foregoing. The terms “parents,” “subsidiary,” “affiliate,” and “joint venture” refer to any person in which there is partial (10 percent or more) or total ownership or control between Deutsche Telekom and any other person. 3. The terms “and” and “or” have both conjunctive and disjunctive meanings. 4. The word “any” shall be construed to include the word “all,” and the word “all” shall be construed to include the word “any.” The word “each” shall be construed to include the word “every,” and the word “every” shall be construed to include the word “each.” All words used in the singular should be construed to include the plural, and all words used in the plural should be construed to include the singular. 5. The term “Applicants” means T-Mobile USA and MetroPCS, collectively. 6. The term “Application” means the applications submitted by T-Mobile USA and MetroPCS on October 18, 2012, with the lead file number for the wireless radio services listed as 0005446627. 7. The term “BTA” means Basic Trading Areas. 8. The term “CDMA” means Code Division Multiple Access technology. 9. The term “CMA” means Cellular Market Area. 10. The term “competitor” includes any actual or potential competition from any partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, limited liability company, or other entity in any relevant area for any relevant product. 11. The term “discussing” when used to refer to documents means analyzing, constituting, summarizing, reporting on, considering, recommending, setting forth, or describing a subject. Documents that contain reports, studies, forecasts, analyses, plans, proposals, evaluations, recommendations, directives, procedures, policies, or guidelines regarding a subject should be treated as documents that discuss the subject. However, documents that merely mention or refer to a subject without further elaboration should not be treated as documents that discuss that subject. 12. The term “documents” means all computer files and written, recorded, and graphic materials of every kind in the possession, custody, or control of the Company. The term “documents” includes without limitation drafts of documents, copies of documents that are not identical duplicates of the originals, and copies of documents the originals of which are not in the possession, custody, or control of the 6Company. The term “documents” includes, without limitation, materials of every kind in the possession, custody, or control of the Company whether created internally or externally. In addition, the term “documents” includes without limitation any amendments, side letters, appendices, or attachments. The term “computer files” includes without limitation information stored in, or accessible through, computer or other information retrieval systems. Thus, the Company should produce documents that exist in machine-readable form, including documents stored in personal computers, portable computers, workstations, minicomputers, mainframes, servers, backup disks and tapes and archive disks and tapes, and other forms of offline storage, whether on or off the Company’s premises. Electronic mail messages should also be provided, even if only available on backup or archive tapes or disks. Computer files shall be printed and produced in hard copy or produced in machine-readable form (provided that Commission staff determine prior to submission that it would be in a format that allows the Commission to use the computer files), together with instruction and all other materials necessary to use or interpret the data. Unless otherwise specified, the term “documents” excludes bills of lading, invoices, purchase orders, customs declarations, and other similar documents of a purely transactional nature and also excludes architectural plans and engineering blueprints. Where more than one identical copy of a requested document exists, the Company shall only submit one representative copy. 13. The term “EDGE” means Enhanced Data rates for GSM Evolution technology. 14. The term “EvDO” or “EvDO Rev. A” means Evolution-Data Optimized or Evolution–Data Optimized Revolution A. technology. 15. The term “GSM” means Global System for Mobile Communications technology. 16. The term “HSPA” or “HSPA+” means High Speed Packet Access or High Speed Packet Access + technology. 17. The term “identify,” when used with reference to a document, means to state the date, author, addressee, type of document (e.g., the types of document, as described above), a brief description of the subject matter, its present or last known location, and its custodian, who must also be identified. 18. The term “including” shall be construed as including, but not limited to, and indicates examples for the Applicants to address. The term should not be construed as to limit the response to only those examples listed. 19. The term “LTE” means Long Term Evolution technology. 20. The term “mobile wireless application,” also referred to as “application software” or “app,” means a computer system that enables one or more function on a mobile wireless device running a mobile operating system (e.g., Android, iOS). 21. The term “mobile wireless telephone number,” means the 10-digit telephone number assigned to an end- user to access mobile wireless services. 22. The term “mobile wireless data services” means any data communications service using radio transmission between mobile or fixed stations and a network providing communication of packet data information, including but not limited to, broadband data, video, remote file access, status reporting, facsimile, and internet/intranet access. Mobile wireless data services include non- interconnected Voice over IP but exclude mobile wireless voice and text services, as defined herein. 723. The term “mobile wireless services” includes mobile wireless voice services, mobile wireless text services, mobile wireless data services, and mobile wireless applications. 24. The term “mobile wireless text services” means any communications service using radio transmission between mobile or fixed stations and a network providing communication of numeric or alphanumeric messages, such as multi-media messaging, short messaging, and short codes. Mobile wireless text services exclude e-mails. 25. The term “mobile wireless voice services” means interconnected voice communications services provided using radio transmission between mobile or fixed stations on a wireless basis to customers, other than fixed wireless services. Mobile wireless voice services include interconnected Voice over IP. 26. The term “MTA” means Major Trading Area. 27. The term “Newco,” as used by the Applicants, means if the Proposed Transaction were approved, the combination of T-Mobile USA and MetroPCS would result in the company named T-Mobile US, Inc., which the Applicants refer to as Newco in the Public Interest Statement. 28. The term “Person” includes the Company, and means any individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, limited liability company or other entity, or a government or any political subdivision or agency thereof. 29. The term “plans” means tentative and preliminary proposals, recommendations, or considerations, whether or not finalized or authorized, as well as those that have been adopted. 30. The term “plans, analyses, and reports” means business plans, strategic plans, written policies, budgets, analyses, reports, presentations (including quantitative presentations), and similar documents, including all appendixes and attachments thereto, prepared for, presented to, reviewed by, discussed by, or considered by the Company’s board of directors or the Company’s executive management, or any member thereof. In the case of T-Mobile USA, the terms board of directors and executive management include the board of directors and executive management of both Deutsche Telkom AG and T-Mobile USA, Inc. The term “plans, analyses and reports” includes without limitation copies of plans, analyses and reports that are not identical duplicates of the originals, and copies of plans, analyses and reports, the originals of which are not in the possession, custody, or control of the Company, but does not include drafts of plans, analyses and reports, but only the final version or the latest draft if the final version does not exist or is not in the possession, custody, or control of the Company. 31. The term “POPs” means total aggregate population. 32. The term “Proposed Transaction” means the proposed acquisition of MetroPCS by T-Mobile USA filed on October 18, 2012, with the lead application file number for the wireless radio services listed as 0005446627. 33. The term “Public Interest Statement” refers to the document filed by the Applicants on October 18, 2012 entitled “Description of Transaction, Public Interest Showing, and Related Demonstrations.” 34. The term “relevant area” means, and information must be provided separately for, each Cellular Market Area and the United States as a whole (including Puerto Rico). 835. The term “relevant product” means (and information must be provided separately for, any of the mobile wireless services and using any of the following formats: GSM, EDGE, CDMA, EV-DO, EV-DO Rev. A, UMTS, HSPA, HSPA+, LTE): 1) feature mobile devices: wireless handset devices that are cable of supporting voice services as well as text services; 2) smartphones: wireless handset devices other than iPhones, with advanced computing capability and connectivity sufficient to run complete mobile operating system software (e.g., Android, Research in Motion Ltd. Blackberry, Windows phone) to support all mobile wireless services, including broadband data and video applications as well as voice, photographic cinematic, and audio-visual media player services (including books, periodicals, movies, music, games); 3) iPhones: smartphones designed and marketed by Apple Inc.; 4) tablet PCs (includes netbook PCs): portable devices (other than iPads) with touch screen and/or a QWERTY keyboard input, and advanced computing capability and connectivity sufficient to run complete operating system software (e.g., Android, Windows) to support broadband data and video applications as well as photographic, cinematic, and audio-visual media player services (including books, periodicals, movies, music, games); 5) iPads: tablet PCs designed by Apple Inc.; 6) e-readers: portable personal computing devices with a display size of 6" to 10" typically, with advanced computing capability and connectivity sufficient to enable users to shop for, purchase, download, and display text, designed primarily for the purpose of reading books, newspapers, and periodicals; 7) “air cards” (also referred to as “laptop cards”): portable wireless modems that enable personal computing devices to connect to a mobile wireless network in order to support and deliver voice, data, and video services; 8) mobile hotspots devices: network routing devices that enable portable, Wi-Fi enabled handset and personal computing devices to connect to a mobile wireless network in order to support and deliver voice, data, and video services; and 9) other mobile wireless devices not listed above. Describe the other devices included in this category. 36. The term “relevant service” means (and information must be provided separately for, any of the services identified below and using any of the following formats: GSM, EDGE, CDMA, EV-DO, EV-DO Rev. A, UMTS, HSPA, HSPA+, LTE): 1) mobile wireless voice services; 2) mobile wireless text services; 3) mobile wireless data services; and 4) mobile wireless applications. 37. The term “sales” means net sales in units or dollars, i.e., total sales after deducting discounts, returns, allowances, and excise taxes. “Sales” includes sales of the relevant service or product whether provided or manufactured by the company itself or purchased from sources outside the company and resold by the company in the same form as purchased. 38. The term “subsidiary” as to any Person means any corporation, partnership, joint venture, limited liability company, or other entity of which shares of stock or other ownership interests having ordinary voting power to elect a majority of the board of directors or other managers of such corporation, partnership, joint venture, limited liability company or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly, through one or more intermediaries, or both, by such Person. 39. The term “UMTS” means Universal Mobile Telecommunications System technology. 40. “United States” or “U.S.” means the United States, its possessions, territories, and outlying areas. 9Instructions 1. Unless otherwise specified, all Information and Document Requests cover the period from January 2011 through December 2012. 2. Corporations and other entities, including affiliated or subsidiary entities, shall be identified by the Central Index Key (“CIK”) assigned by the Securities and Exchange Commission (“SEC”). A unique identifier should be used for each entity that has not been assigned a CIK by the SEC. 3. Submit responses to Information Requests in both paper and electronic form, unless an electronic form is specified (e.g., electronic spreadsheet). Submit responses to Document Requests (including materials containing Highly Confidential or Confidential Information) in electronic form only in a manner that is fully compatible with the Commission’s Summation Enterprise software database, as set forth in the Instructions for Submission of Electronic Documents. The Commission does not require the submission of paper copies of these documents at this time, but reserves the right to require their submission at a later time. 4. Each requested document shall be submitted in its entirety, even if only a portion of that document is responsive to a request made herein. This means that the document shall not be edited, cut, or expunged, and shall include all appendices, tables, or other attachments, and all other documents referred to in the document or attachments. All written materials necessary to understand any document responsive to these requests shall also be submitted. Provide final versions of each document; however, if a final version does not exist provide one copy of the latest draft of the document. 5. Those documents written in a language other than English must be translated into English; automated or machine translations are not permitted. Submit the foreign language document, with the English translation attached thereto. 6. Unless otherwise specified, provide data and interrogatory responses separately for prepaid, post-paid, wholesale, and all mobile wireless services. 7. Data provided in response to this Request should include a list of all parameters/assumptions on which the data are based. 8. Unless otherwise agreed to by the Commission, requests for the production of documents (and any particular type of document) require the production of all responsive documents in the possession, custody, or control of the Company. 9. For each document or statement submitted in response to the requests, indicate, by number and subsection, the request to which it is responsive and, for documents, identify the Person(s) from whose files the document was retrieved (i.e., custodian). Group submitted materials according to the request number to which they are responsive and then, within each of those request-number groupings, by the appropriate custodian. If a document is responsive to more than one request, submit the document in response to the first request to which it is responsive, and, in accordance with the Instructions for Submission of Electronic Documents below, indicate in the metadata accompanying the document’s electronic record all subsequent requests to which it also is responsive. If any document is not dated, if known, state the date on which it was prepared. If any document does not identify its author(s) or recipient(s), provide, if known, the name(s) of the author(s) or recipient(s) as metadata in accordance with Instructions for Submission of Electronic Documents. The Company must identify with reasonable specificity all documents provided in response to these requests. Where more than one identical copy of 10 a requested document exists, the Company may submit only one representative copy, but in all cases all metadata, including without limitation all custodians who possessed identical documents withheld, must be provided in accordance with the provisions of Instructions for Submission of Electronic Documents. 10. If search terms were used to conduct all or any part of a search conducted in response to this Information Request, provide a list of search terms used, along with a glossary of industry and company terminology. In addition, describe the search methodologies and the applications used to execute the search. 11. The specific requests made herein are continuing in nature. The Company is required to produce in the future any and all documents and information that are responsive to the requests made herein but not initially produced at the time, date, and place specified herein. In this regard, the Company must supplement its responses (a) if the Company learns that, in some material respect, the documents and information initially disclosed were incomplete or incorrect or (b) if additional responsive documents or information are acquired by or become known to the Company after the initial production. 12. Any documents that are withheld in whole or in part from production based on a claim of privilege shall be assigned document control numbers (with unique consecutive numbers for each page of each document). For any page of any Document that the Company has designated to be withheld as entirely privileged, the Company shall submit a substitute, placeholder page that lists only the Document ID of the page that was withheld in entirety as privileged and a statement indicating that the page has been withheld in entirety as privileged. For any document withheld as entirely privilege, it is sufficient to supply one substitute, placeholder page for that document, so long as the range of Document IDs for the entire document is listed on the placeholder page and each Document ID for each page of the document is reflected in metadata. The placeholder pages must be OCR’d as any other paper record, as described above. For each document withheld as privileged, whether in entirety or in part, the Company shall code the substitute document submitted as specified in and provide as metadata the information in the attached MetaData Table of Requested Fields. 13. For each Document identified on the Company privilege log: 1) Provide the document control number(s); 2) Identify all authors of the document; 3) Identify all addressees of the document; 4) Identify all recipients of the document or of any copies of the document, to the extent not included among the document’s addressees; 5) Provide the date of the document; 6) Provide a description of the subject matter of the document; 7) State the nature or type of the privilege that the Company is asserting for the document (e.g., “attorney-client privilege”); 8) Provide the number(s) of the Request to which the document is responsive; 9) Provide the document control number(s) of any attachments to the document, regardless of whether any privilege is being asserted for such attachment(s); and 10) State whether the document has been produced in redacted form, and include the range of Document ID labels for those produced documents. 14. The Company’s privilege log shall also conform with all of the following requirements: 1) Provide a separate legend identifying each author, addressee, and recipient identified on the Company’s privilege log. 11 2) Identify on the privilege log, and denote with an asterisk, all attorneys acting in a legal capacity with respect to the withheld document or communication. 3) The description of the subject matter of each document shall describe the nature of the document in a manner that, though not revealing information that is itself privileged, provides sufficiently detailed information to enable the Commission to assess the applicability of the privilege claimed. 4) For each document withheld under a claim that it constitutes or contains attorney work product, also state whether the Company asserts that the document was prepared in anticipation of litigation or for trial and, if so, specify the anticipated litigation or trial upon which the assertion is based. 5) Produce all nonprivileged portions of any responsive document (including nonprivileged or redactable attachments) for which a claim of privilege is asserted, except where the only nonprivileged information in the document has already been produced. Note where any redactions in the document have been made. 6) The privilege log shall be produced in both hardcopy and electronic form, the electronic form of which shall be both searchable and sortable. 7) Documents sent solely between counsel, including in-house counsel acting solely in a legal capacity, and documents authored by the Company’s outside counsel that were not directly or indirectly furnished to any third party, such as internal law firm memoranda, may be omitted from the privilege log. However, any attachments to such documents must be included on the privilege log (if a privilege is applicable to such materials), unless such attachments are addressed and sent solely to counsel. 12 Instructions for Submission of Electronic Documents A. Form of Production 1. Electronic documents shall be produced in Summation Enterprise load files as images and/or native format files with extracted text and related metadata and bibliographic information. A list of metadata fields that must be populated, as relevant, is attached. Specific requirements for different types of documents are discussed below. Please contact Commission staff for further technical specifications, including the image and text file specifications and the load file configuration, and for a sample load file set. 2. Each Summation submission must be on a physical media, either a portable hard drive or DVD- ROM. 3. Each physical media provided must have a label affixed. The label shall state: (a) the name of the party submitting the data, (b) the date of the submission, (c) the volume number of production (see below), and (d) the range of documents contained on the media. 4. Each Summation submission must have a volume number associated with it. On the root of the media, the top-level folder must be named for the volume. This volume number should also be indicated on the physical label of the media. The volume naming scheme should start with a 2 or 3 letter prefix (identifying your company) followed by a 3-digit counter (e.g., ABC001). Load file volumes may not contain more than 25,000 records each (but multiple file volumes may be included on one hard drive). 5. Under the volume folder, the production should be organized in 3 subfolders: a) IMAGES (may contain subfolders, with no more than 5,000 image files per folder) and FULLTEXT (may contain subfolders, with document-level text files). No file may be more than 25 megabytes. b) DOCLINK (documents in native format, including all spreadsheets and presentations) c) LOADFILES (the metadata, EDII, and LST information should be contained in one file, and the custodian append information in a separate file) 6. Each submission shall be accompanied by an spreadsheet (production index), in hard copy and electronic form, detailing what has been produced, by custodian and document identification number, and containing statistical information about each volume. 7. If a password is used, the same password must be used for all submissions. If encryption is used, only Truecrypt software may be used. 8. To minimize any delay in loading your submissions, each submission shall be as large as practical under these specifications, while also maintaining a timely and rolling production. 9. Subsequent submissions shall not include information produced in previous submissions, unless specifically requested by the Commission. However, if an error occurs in loading, the entire load must be resubmitted, maintaining the original volume number(s). For example, if a hard drive contains volumes ABC005 – ABC 009, and there is an error with volume ABC006, ABC006 must be corrected and the entire submission ABC005 – ABC009 must be resubmitted on a new hard drive. 13 B. Document Types 1. Hard-copy (or paper) documents. (a) Except as otherwise agreed, hard-copy documents shall be produced as image files with related searchable OCR text and bibliographic information. (b) Some documents may more appropriately and efficiently be produced in hard-copy form (e.g., maps). (c) Special care should be taken to properly unitize documents, maintain attachment relationships, and indicate file folder or binder labels, consistent with the Definitions and Instructions. 2. E-mail and Other Electronic Messages. (a) E-mail and other electronic messages (e.g., instant messages (“IMs”)) shall be produced as image files with related searchable text and metadata and bibliographic information. (b) Each IM conversation shall be produced as one document. (c) E-mail metadata shall include the folderpath (“folder” field) information for e-mail file folders into which a custodian’s e-mail messages have been organized. Be sure to preserve and produce this information as specified. Beware of copying e-mails into an electronic repository or forwarding them to a central e-mail box, as such processes may destroy this information. See also infra Section C(2) regarding custodian metadata. (d) Depending on how the Company’s systems represent names in e-mail messages or IMs, the Commission may require a table of names or contact lists. 3. Spreadsheets shall be produced in native format (e.g., .XLS files) with the first page imaged and with related searchable text and metadata and bibliographic information. 4. Presentations. (a) Presentations shall be produced as images that show the full slide images and speaker notes, with related searchable text and metadata and bibliographic information. (b) Presentations shall also be produced in native format (e.g., .PPT files). 5. Word processing and other electronic documents not specifically addressed elsewhere in this letter shall be produced as image files with related searchable text and metadata and bibliographic information. 6. Databases. (a) This letter does not address enterprise databases which may be responsive to the Information and Document Requests and should be the subject of a separate discussion once you have identified them. (b) Smaller databases (e.g., Microsoft Access) that are responsive should be produced, but not as part of the load-file production. Such databases should be produced separately. 14 7. Company Intranets and Social Networking Sites. (a) If the Company’s intranet or company social networking content (e.g., Facebook, Twitter) contains responsive information, production of these items should be the subject of a separate discussion. (b) Depending on the nature of the information, it may be appropriate to provide the Commission direct access to the Company’s intranet via a secure Internet connection, but significant technical issues are often involved. 8. Embedded files with no substantive content (e.g., corporate logos, executive “head-shot” photographs, stationery address blocks), which would appear in the production as an otherwise blank and therefore unresponsive “TIFF” image, should not be produced. C. General Issues 1. Attachments and their parent documents are a “family” of documents. Families of documents (e.g., a cover e-mail with multiple attachments) must all be produced in full. If one member of the family is responsive, the entire family is considered responsive, and individual documents in the family cannot be withheld on grounds of being “non-responsive.” 2. The required metadata for each electronic document includes “custodian” information (typically, the name of the human person from whose files the document was gathered) and “filepath” information for directory/server folders into which a custodian’s documents have been organized. Ensure that this information is collected when collecting responsive documents. If the Company stores documents in a repository that does not maintain personal custodian or filepath information (e.g., that “journals” e-mails), it shall be required to stipulate to custodian identities for purposes of using documents. 3. In certain circumstances, a custodian may be a shared resource (e.g., shared drive or server, shared filing cabinet). Materials gathered from such repositories, to which multiple people have access, shall be produced as separate custodians. The Company shall provide a brief description of each shared resource that includes a list of the employees who have access to that shared resource. The documents in shared resources should otherwise be produced as described in the rest of this letter. (Personal share or server drives are not shared resources and shall be produced as part of each human custodian’s files.) 4. Native Format Files (a) If any native files will be produced that cannot be viewed using the standard configuration of Microsoft Office 2007, Adobe Acrobat Reader 9, WordPerfect X4, or Internet Explorer 7, you will need to notify the Commission so it can determine whether it has the appropriate software and licenses to view those files. If it does not, it may be necessary for the Company to provide that software. (b) Any encryption or password protection shall be removed from all native format files produced. 5. Images and Text Files (a) Images of the produced electronic documents shall conform with any further specifications provided by the Commission. 15 (b) Searchable OCR and extracted text from the produced electronic documents shall conform with any further specifications provided by the Commission. (c) Care should be taken to ensure that the text files will properly format and wrap. (d) If any document cannot be interpreted in image/text format (e.g., color, Microsoft Project), the Commission may request that it be produced natively, or the Company can contact the Commission to discuss producing them natively. As noted above in C(4)(a), the Company may need to provide the appropriate software in order for the Commission to view these documents. 6. Deduplication (a) The Company shall deduplicate vertically within each custodian’s files. (b) The Commission prefers that the Company also deduplicate horizontally across all custodians’ files, but only if: (i) the deduplication methodology preserves information on BCC recipients of e- mail; (ii) custodian information from suppressed duplicates can be preserved and produced as a custodian append file; and (iii) the Company, prior to beginning its production, provides a written description its deduplication methodology, including how custodial and BCC information shall be preserved and produced, to which the Commission agrees. (c) The Company must produce all members of a family of documents (see C(1)) and cannot suppress attachments to other documents. In other words, the integrity of families of documents must be maintained, except as limited by any claim of privilege. For example, and in particular, the deduplication process may not remove attachments to e-mails that are being produced because the attachment is produced elsewhere. Improper dedeuplication may require the resubmission of a production set. (d) The Company agrees not to raise any objections to the Commission’s use of the produced duplicate in relation to whether it was in the files of the custodians who had the suppressed duplicates in their files or were the sender or recipients of any e-mail. 7. Privilege Designations (a) Documents redacted pursuant to any claim of privilege shall be designated “Redacted” in the Properties field in the metadata and bibliographic information provided. The Company shall provide appropriately redacted related searchable text, metadata, and bibliographic information for these documents. (b) Documents withheld pursuant to any claim of privilege that are part of a document family shall include a designation of “Family Member of Priv Doc” in the Properties field in the metadata and bibliographic information provided for all the other documents in its family. A placeholder image with a document identification number should be provided in place of the document. 16 (c) Both redacted and withheld documents shall appear on the privilege log. Each withheld document from a family shall include the family document identification number range in its entry on the privilege log. 8. Document Identification Numbering (a) A consistent format for document identification numbering shall be used across the entire production. Document identification numbers should contain no more than three segments – e.g., a company identifier, a middle segment (e.g., custodian identifier), and a sequence of 6-8 digits (the number of digits should be consistent across the entire production). (b) Document identification numbers should not contain embedded spaces (“ ”), slashes (“/”), backslashes (“\”), or underscores (“_”). Document identification numbers may contain hyphens (“-”). (c) Native format files should be assigned a document identification number; if images have been produced with a native format file, the beginning document identification number of the images should be the native format file’s document identification number. 9. These instructions do not address or endorse any search method the Company may use to identify responsive electronic documents. 10. In order to ensure the Company’s full technical and procedural compliance with these instructions, the Company shall make its Information Technology personnel and those of its vendors available to Commission staff for consultation and coordination before, during, and after its production of materials responsive to the requests. D. Sample Submission Required Prior to Full Production In consultation with Commission staff, the Company shall submit a test submission to ensure proper configuration of data for uploading into the Commission’s Summation Enterprise database server before the Company “ramps up” production. To minimize the likelihood of encountering problems during full production, the sample must be representative of an actual production, including multiple types of documents, documents with attachments (“families”), document families from which an item has been removed pursuant to privilege (and replaced with a document identification -numbered, placeholder image), redacted documents with appropriately related searchable text, and presentation documents with speaker notes. 17 FIELD LISTING FOR SUMMATION METADATA LOAD FILE TYPE OF RECORD(S) TO WHICH EACH FIELD APPLIES Field Name Field Description Field Type Hard Copy E- Mail Spreadsheets and Presentations Other E-Docs (all Attachments, Calendar Appts, Loose Files SUBMISSION# Production volume number (e.g., ABC001) Note Text x x x x REQUEST# Request(s) to which the document is responsive Multi-Entry x x x x BEGDOC# Start Bates (including prefix) -- do not use commas, underscores, ampersands, slashes, spaces, characters not allowed in Windows file names or any character used as a delimiter in the load files as part of this number Note Text x x x x End Bates (including prefix) -- do not use commas, underscores, ampersands, slashes, spaces, characters not ENDDOC# allowed in Windows file names, or any character used as a delimiter in the load file as part of this number Note Text x x x x Indicate All That Apply : Record Type: Loose File, E-mail, Attachment, Hard Copy, Calendar Appt EPROPERTIES Privilege Notations: Redacted, Privileged, Family Member of Priv Doc Multi-Entry x x x x PRIV Privileged (Y/N) Note Text x x x x PO1 Subject to First Protective Order (Y/N) Note Text x x x x PO2 Subject to Second Protective Order (Y/N) Note Text x x x x DATEAPPTSTART Start date of calendar appointment - YYYYMMDD Date x TIMEAPPTSTART Start time of calendar appointment - HH:MM am/pm Time x DATEAPPTEND End date of calendar appointment - YYYYMMDD Date x TIMEAPPTEND End time of calendar appointment -- HH:MM am/pm Time x FILESIZE File size (numeric value only - do not include unit of measure) Integer x x x FILEEXTENSION File extension of native electronic file Fixed Length 5 chars x x x FILEPATH File path to native file as it existed in original environment Note Text x x x 18 HASHMD5 MD5 hash value (used for deduplication or other processing) Note Text x x x HASHSHA SHA1 hash value (used for deduplication or other processing) Note Text x x x SEARCHVALUES List of search terms used to identify record as responsive (if used) Multi-Entry x x x x COMPANIES Company submitting data Multi-Entry x x x x CUSTODIAN Custodian(s) / source(s) -- format: Last, First or ABC Dept Multi-Entry x x x x DOCID Must equal the value appearing in the BEGDOC# field Note Text x x x x NUMPAGES Page count Integer x x x x PARENTID Parent record's BEGDOC#, including prefix (populated ONLY in child records) Note Text x x x x ATTACHMENTIDS Child document list: BEGDOC# of each child (populated ONLY in parent records) Multi-Entry x x x x BATESRANGE BEGDOC# value of the parent record and ENDDOC# value (including prefix) of the last child record (for example, ABC-001 - ABC-020); populated for all documents in the group - otherwise, remains empty Note Text x x x x FROM Author of the e-mail or loose electronic file (as formatted on the original) Note Text x x x TO Recipients of the e-mail (as formatted on the original) Multi-Entry x CC Names of the individuals who were copied on the e-mail (as formatted on the original) Multi-Entry x BCC Names of the individuals who were blind-copied on the e-mail (as formatted on the original) Multi-Entry x SUBJECT E-mail or calendar subject, or electronic file's document title Note Text x x x DATESENT Date the e-mail was sent - YYYYMMDD Date x TIMESENT Time e-mail was sent -- HH:MM am/pm (e.g., 09:32 am; Timezone indicators cannot be included) Time x DATERECEIVED Date e-mail was received - YYYYMMDD Date x TIMERECEIVED Time e-mail was received -- HH:MM am/pm Time x HEADER The internet header information for e- mail sent through the internet; Note Text x INTERNETMSGID Internet message identification number Note Text x MESSAGEID Unique system identification number for the e-mail message Note Text x 19 DATECREATED Date electronic file was created - YYYYMMDD Date x x DATESAVED Date electronic file was last modified - YYYYMMDD Date x x DOCDATE Populate with: DATESAVED for electronic files (loose files and e-mail attachments) ; DATESENT for e-mails; or DATEAPPTSTART for calendar appointments - YYYYMMDD Date x x x x ATTACHTITLE File name of an e-mail, e-mail attachment, or loose electronic document Note Text x x x APPLICATION Application used to create native file (e.g., Excel, Outlook, Word) Note Text x x x DOCLINK Current file path location to the native file (on the delivery medium) Note Text x FOLDER E-mail folder path (sample: Inbox\Active); or Hard Copy folder/binder title/label Note Text x x