1 WT Docket 13-193 INFORMATION AND DISCOVERY REQUEST FOR LEAP 1. Provide a current organization chart and personnel directory 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. Provide a list of positions relating to any relevant product or any relevant service that have been eliminated. 2. Provide, as of the date of this Request, a csv format list, by county in each relevant area, of each spectrum license that can be used in the provision of mobile wireless services that the Company holds, leases, has an interest in through a joint venture or other business arrangement, manages, plans to sell, has contracted to acquire, or is in negotiations to acquire. For each license, identify the: (a) FIPS Code; (b) county; (c) state; (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 an interest in through a joint venture or other business arrangement; (iii) leases to or from another person; (iv) manages; (v) plans to sell; (vi) has contracted to acquire; or (vii) is in negotiations to acquire. 3. Provide, as of the date of this Request, polygons in an ESRI shapefile format representing geographic coverage in each relevant area for each mobile broadband network technology (e.g., GSM, EDGE, CDMA, EV-DO, EV-DO Rev. A, UMTS, HSPA, HSPA+, LTE) deployed in each frequency band (e.g., 700 MHz, Cellular, AWS-1, PCS, BRS/EBS). Provide all assumptions, methodology (e.g., propagation, projection, 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 polygons, and identify the propagation tool used, the propagation model used within that tool, including but not limited to, the coefficients used in the model and any additions, corrections or modifications made to the model. 4. 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. 5. Provide full and complete copies of the merger agreement and any side or letter agreements or other related agreements (and all amendments and attachments) that AT&T and Leap have entered into that relate to the Proposed Transaction. 6. Provide all presentations to management committees, executive committees, boards of directors, investors, investor analysts, and industry analysts concerning the Proposed Transaction, including but not limited to the effect of the Proposed Transaction on Leap?s spectrum needs and business plans, particularly with respect to the provision of advanced broadband technologies. 7. Provide all documents discussing the valuation of Leap?s assets, including but not limited to, documents discussing the LTE Roaming Agreement and the License Purchase Agreement for the Specified Assets (the so-called “Sunrise” market spectrum) discussed in Section 8.5(c) of the Agreement and Plan of Merger between Leap Wireless International Inc., AT&T Inc., Laser, Inc., and Mariner Acquisition Sub Inc., dated as of July 12, 2013. 2 8. The Applicants state, “As a condition to AT&T?s obligation to consummate the merger, Leap is required to dispose of its ownership interests in PR Wireless, LLC and Flat Wireless, LLC, in which case such interests would not be acquired by AT&T.” (Public Interest Statement, page 2, n. 7). Provide a detailed description explaining Leap?s ownership interest in these entities, and this condition. Provide all documents discussing this condition and any correspondence with these entities concerning this condition, and provide all documents and agreements relating to Leap?s interests in these entities and any other person. 9. Explain in detail, and provide documents sufficient to support this explanation, the contingent value right (“CVR”) relating to the Lower 700 MHz A Block license in Chicago (“Chicago License”). Include in your explanation (a) the reasons for the CVR, (b) its intended purpose, (c) the anticipated process to sell the Chicago License and AT&T?s involvement therein, (d) the specific responsibilities of the stockholders? representative and how the stockholders? representative will exercise de facto control over the license, (e) the effect on AT&T of holding the Chicago License in this subsidiary on AT&T?s rights and obligations, and (f) AT&T?s rights to sell the Chicago License and the proceeds of any such sale in the event the shareholders? representative fails to sell the Chicago License under the terms of the CVR. Provide all agreements and documents relating to the creation and operation of the CVR, as well as the Certificate of Incorporation, By Laws and Stockholders? Agreement and any related documents for Laser, Inc., the Stockholder Representative. 10. Provide all plans, analyses, and reports discussing the Company?s plans or any other person?s pre- transaction and post-transaction plans relating to any relevant service, or relevant product, including but not limited to, business plans; short-term and long-range strategies and objectives; budgets and financial projections; expansion or retrenchment plans; research and development efforts; plans to reduce costs, to improve services or products, to improve service quality, to expand or contract the Company?s distribution network or relevant services based on an MVNO arrangement, to improve capacity to transmit mobile wireless services, or to introduce new services or products, including but not limited to, the deployment of LTE; and presentations to management committees, executive committees, and boards of directors. For regularly prepared budgets and financial projections, Leap need only submit one copy of final year-end documents for 2011 and 2012 and cumulative year-to- date documents for 2013. 11. The Applicants contend that Leap is currently using “about 42 percent of its spectrum in the markets in which it offers facilities-based service.” (Public Interest Statement, page 14; see also Hutcheson Declaration, ¶ 10). Describe the methodology used to determine that Leap is currently using 42 percent of its spectrum, and provide documents sufficient to show the application of that methodology. 12. Provide all documents discussing the Company?s spectrum needs, spectrum exhaust, capacity constraints, or excess spectral capacity, including attempts by Leap to purchase or lease additional spectrum, lease its spectrum to another person, or to pursue other partnership arrangements, including but not limited to, joint ventures or mergers. 13. The Applicants contend that the “complementary network assets of AT&T and Leap will deliver an improved network experience for customers of both companies,” and that “AT&T will deploy Leap?s spectrum holdings for 4G LTE services,” putting the spectrum to “efficient and intensive use.” (Public Interest Statement, page 13). a. Provide all plans, analyses, and reports, including any documentation, methodologies, underlying spreadsheets, and assumptions used in any underlying models, discussing how Leap?s network assets would be complementary to AT&T?s network and would result in improved network experience for AT&T and Leap customers. 3 14. Provide all plans, analyses, and reports (including any surveys conducted by Leap or any third party) discussing how customers view and value Leap?s network quality, service plans, pricing, and promotions (including local promotions), including any changes by competitors as a result of service offerings by Leap and any contemplated or actual competitive changes to Leap?s service plans, pricing, or promotions as a response to other service providers? offerings. 15. The Applicants assert that “Leap generally has only a modest presence even in the areas where it does offer facilities-based service” and that “AT&T and Leap are not close competitors.” (Public Interest Statement, page 32). Dr. Israel contends that “Leap customers are „unlikely to prefer the nationwide providers? like AT&T, this means that the potential for substitution from Leap to AT&T is not likely to be large.” (Public Interest Statement, Israel Declaration, ¶ 24). Provide all documents that Dr. Israel relied on to make statements concerning Leap and its competitors, and in particular, AT&T and Leap as competitors. 16. Provide all documents relating to the loss of customers to other mobile wireless services providers and any attempts to win customers from other mobile wireless services providers or stem losses of customers, including but not limited to: a. churn data and any analyses or reports thereof, including but not limited to, analyses on the correlation of churn with quality, length of contract commitments, and price or other factors; b. data or studies indicating that a customer left the company or switched to the company because of pricing, network quality, customer service, or the absence or availability of particular services or devices (including, but not limited to, figures on subscribers lost or gained); and c. documents relating to Leap?s experience or success in obtaining customers through marketing or promotions targeted at particular mobile wireless services providers, particular geographic areas, particular demographic groups, or particular wireless devices or types of customers (including but not limited to, the offers made and the amount spent on the marketing effort, the number of new subscribers gained, average churn rates for such subscribers and revenue realized by the company). 17. Provide all documents discussing Leap?s analysis of, response to, or competitive positioning of the Company and other mobile wireless service providers in the provision of any relevant service or relevant product in each relevant area. These documents should include, but are not be limited to, documents discussing perceptions of customer service, spectrum holdings, network quality, offering services at a particular rate, the impact of not offering particular wireless services or devices, the entry of a new wireless service provider, the introduction by a rival service provider of any new relevant product or relevant service (such as Wi-Fi, VoIP, or access to Hotspots), roaming, and the ability to use products internationally. 18. Provide all plans, analyses, and reports discussing Leap?s pricing decisions for any relevant service in any relevant market, including: (1) pricing plans; (2) pricing policies; (3) pricing forecasts; (4) pricing strategies; (5) pricing analysis; (6) introduction of new pricing plans or promotions, including local promotions and their determinants and expected or actual impact; (7) tiered pricing, including its relationship to data forecasts and profitability and expected or actual impact; and (8) pricing decisions relating to each relevant service and relevant product. 19. Mr. Hutcheson states that “Leap provides coverage outside of its network footprint through resale as a Mobile Virtual Network Operator (MVNO) and via roaming relationships with other wireless carriers.” (Hutcheson Declaration, ¶ 3). Explain in detail and provide all documents discussing Leap?s MVNO-based service, including but not limited to, why Leap made the decision to offer this service, where the MVNO service is provided, the consumer response to the MVNO service, the 4 success or failure of the MVNO service, plans for the expansion or reduction of the MVNO service, including changes to wireless service offerings and to geographic coverage. 20. The Applicants contend that “Leap?s current lack of 4G services in most of the local areas it serves and the challenges it faces to deploying a competitive LTE service across its footprint . . . will further diminish Leap?s competitive presence in the future absent the proposed transaction.” (Public Interest Statement, page 34; see also Hutcheson Declaration, ¶ 11). Mr. Hutcheson attests, “A highly leveraged balance sheet also impedes Leap?s ability to further build out its LTE network.” (Hutcheson Declaration, ¶ 12). Mr. Hutcheson further argues that “handsets are another area where Leap faces challenges competing with national providers.” (Hutcheson Declaration, ¶ 14). Provide all plans, analyses, and reports regarding the Applicants? statements concerning why Leap is, according to Mr. Hutcheson, “a weaker competitive force today than it was in 2011.” (Hutcheson Declaration, ¶ 15). 21. The Applicants assert that “the roaming and resale expenses that Leap would have paid as a standalone company will be substantially reduced because the combined company will offer a significantly greater on-net footprint than Leap could possibly hope to obtain and will no longer need to obtain MVNO services from other providers.” (Public Interest Statement, pages 19-20). a. Provide all documents discussing the geographic distribution of the incremental roaming costs for Leap?s subscribers. Provide, for each relevant area, monthly expenditures on voice and data services resulting from Leap?s subscribers roaming off Leap?s network, specifying: i. the percentage of Leap customers who roam; ii. the total number of roaming minutes; iii. the total number of data roaming in megabytes; and iv. how these numbers will change as a result of the Proposed Transaction. b. For each relevant area, and separately for voice and data roaming, and for each technology deployed by Leap, identify where: i. Leap provides facilities-based service only; ii. Leap provides MVNO service only; and iii. Leap provides any combination of the two. c. For each relevant area, and for each technology deployed on Leap?s network, state the monthly voice and data service revenues generated by other providers? subscribers who roam on Leap?s network. d. Explain the Proposed Transaction?s effects on each roaming agreement and buildout agreement to which Leap is a party, including whether these agreements may be terminated as a result of the Proposed Transaction. Provide current copies of all such roaming and buildout agreements, as well as any attachments. i. For those contracts allowing Leap?s subscribers to roam off your network, explain any contractual obligations that would extend past the projected completion date of the transaction, financial and otherwise. ii. Explain any penalties associated with the early termination of each agreement. 22. Provide the Company?s data as specified in Attachment A, which includes data on subscribers, handsets, plans, porting, revenue, sites, deployment, and traffic. 23. For the dates January 1 and July 1 in the years 2011, 2012, and 2013, identify the ten best-selling mobile wireless services pricing plans for the United States as a whole, as measured by subscribers. For each pricing plan identified, state the number of total subscribers to each plan and the number of new subscribers added in the prior six months, and describe the price of and all features and services encompassed in the plan, including but not limited to, the number of included minutes and data services, whether mobile wireless services can be shared with others, any promotions offered to attract new subscribers to the plan, and any charges for usage in excess of the maximum allowed under the plan. 5 Additionally, identify by line number, the place where data on each plan identified is provided in response to Request 22 above. 24. Provide all documents relied upon or referred to by Mr. Hutcheson and Mr. Strickland in making the statements contained in their Declarations submitted to the Commission in connection with the Proposed Transaction. In addition, provide all documents provided to, reviewed by, relied upon, or referred to by Dr. Israel in making the statements contained in his Declarations submitted to the Commission in connection with the Proposed Transaction. Attachment A Format of Data All data should be submitted in a .csv (comma-delimited) format. The sheets in the workbook provide a template for how the tables should be designed. The required format for the entries in each column/field is indicated in the instructions for each sheet. All entries in Text fields must be in quotation marks (e.g. "AT&T", "Leap Wireless"). Column entries in bold red indicate that the party should enter only one of the possible entries listed for that column. No other entries should be entered. Data for all of the tables should be submitted on a periodic basis as specified in the instructions in individual tables. Page 1 of 21 "Subs Data" Table For each month beginning 01/01/2011 and extending through 09/30/2013, please provide subscriber data requested in the "Subs Data" table. In general, this table is intended to provide data on the number of subscribers (subs) by CMA, business unit, and service type. Column Variable Name Format Possible Entries/Example Entries Description A Date Text - YYYY_MM 2011_01 to 2013_06 The month for which the data is being collected. B CMA Number - Integer 1 to 734 This field represents the standard market number of the CMA in which subs are located. C Business Unit Text "LEAP Wireless", "Cricket", "MVNO", "Total", etc. This field represents the business unit, subsidiary, or brand which carries the handset. Applicants should provide data for each business unit separately as well as for the total across all business units. Entries aggregating total data should be labeled "Total." D Service Type Text "Consumer Postpaid", "Consumer Prepaid", "Lifeline", "Wholesale", "Other" This field denotes type of service being used by subscribers. Enterprise and M2M subscribers may be grouped into "Other." E Voice Only Activations Number - Integer 2435, 12102, etc. (N/A if not applicable) This field identifies the number of voice activations from the beginning of the time period specified in Column A to the beginning of the following period, who DO NOT also activate a mobile broadband service or a text messaging plan. F Voice Only CPGA Number - Integer This field identifies the total cost per gross activation for voice activations from the beginning of the time period specified in Column A to the beginning of the following period, who DO NOT also activate a mobile broadband service or a text messaging plan. G Voice Only Deactivations Number - Integer 2435, 12102, etc. (N/A if not applicable) This field identifies the number of voice deactivations from the beginning of the time period specified in Column A to the beginning of the following period, who DO NOT also deactivate a mobile broadband service or a text messaging plan. H Voice Only Subs Number - Integer 24359, 31025, etc. (N/A if not applicable) This field identifies the number of voice subs who DO NOT subscribe to a mobile broadband service or a text messaging plan at the end of the time period specified in Column A. I Voice Only ARPU Number - 2 decimal points This field indicates the average revenue per user for voice subs who DO NOT subscribe to a mobile broadband service or a text messaging plan for the time period specified in Column A. J Voice Only CCPU Number - 2 decimal points This field identifies the cash cost per user (exclusive of CPGA) for voice subs who DO NOT subscribe to a mobile broadband service or a text messaging plan for the time period specified in Column A. K Voice and Text Only Activations Number - Integer 2435, 12102, etc. (N/A if not applicable) This field identifies the number of voice activations from the beginning of the time period specified in Column A to the beginning of the following period, who DO NOT also activate a mobile broadband service (with the exception of text messaging). L Voice and Text Only CPGA Number - Integer This field identifies the total cost per gross activation for voice activations from the beginning of the time period specified in Column A to the beginning of the following period, who DO NOT also activate a mobile broadband service (with the exception of text messaging). M Voice and Text Only Deactivations Number - Integer 2435, 12102, etc. (N/A if not applicable) This field identifies the number of voice deactivations from the beginning of the time period specified in Column A to the beginning of the following period, who DO NOT also deactivate a mobile broadband service (with the exception of text messaging). N Voice and Text Only Subs Number - Integer 24359, 31025, etc. (N/A if not applicable) This field identifies the number of voice subs who DO NOT subscribe to a mobile broadband service (with the exception of text messaging) at the end of the time period specified in Column A. O Voice and Text Only ARPU Number - 2 decimal points This field indicates the average revenue per user for voice subs who DO NOT subscribe to a mobile broadband service (with the exception of text messaging) for the time period specified in Column A. P Voice and Text Only CCPU Number - 2 decimal points This field identifies the cash cost per user (exclusive of CPGA) for voice subs who DO NOT subscribe to a mobile broadband service (with the exception of text messaging) for the time period specified in Column A. Q Mobile Broadband Only Activations Number - Integer 2435, 12102, etc. (N/A if not applicable) This field identifies the number of mobile broadband activations (with the exception of text messaging) from the beginning of the time period specified in Column A to the beginning of the following period, who DO NOT also activate a voice service. R Mobile Broadband Only CPGA Number - Integer This field identifies the total cost per gross activation for mobile broadband activations (with the exception of text messaging) from the beginning of the time period specified in Column A to the beginning of the following period, who DO NOT also activate a voice service. S Mobile Broadband Only Deactivations Number - Integer 2435, 12102, etc. (N/A if not applicable) This field identifies the number of mobile broadband deactivations (with the exception of text messaging) from the beginning of the time period specified in Column A to the beginning of the following period, who DO NOT also deactivate a voice service. Voice Only Subscribers Mobile Broadband Only Subscribers Voice and Text Only Subscribers Subs Data Instructions "Subs Data" Table T Mobile Broadband Only Subs Number - Integer 24359, 31025, etc. (N/A if not applicable) This field identifies the number of mobile broadband subs (with the exception of text messaging) who DO NOT subscribe to a voice service at the end of the time period specified in Column A. U Mobile Broadband Only ARPU Number - 2 decimal points This field indicates the average revenue per user for mobile broadband subs (with the exception of text messaging) who DO NOT subscribe to a voice service for the time period specified in Column A. V Mobile Broadband Only CCPU Number - 2 decimal points This field identifies the cash cost per user (exclusive of CPGA) for mobile broadband subs (with the exception of text messaging) who DO NOT subscribe to a voice service for the time period specified in Column A. W Voice, Text and Mobile Broadband Activations Number - Integer 2435, 12102, etc. (N/A if not applicable) This field identifies the number of voice, text and mobile broadband activations from the beginning of the time period specified in Column A to the beginning of the following period. X Voice, Text and Mobile Broadband CPGA Number - Integer This field identifies the total cost per gross activation for voice, text and mobile broadband activations from the beginning of the time period specified in Column A to the beginning of the following period. Y Voice, Text and Mobile Broadband Deactivations Number - Integer 2435, 12102, etc. (N/A if not applicable) This field identifies the number of voice, text and mobile broadband deactivations from the beginning of the time period specified in Column A to the beginning of the following period. Z Voice, Text and Mobile Broadband Subs Number - Integer 24359, 31025, etc. (N/A if not applicable) This field identifies the number of voice, text and mobile broadband subs at the end of the time period specified in Column A. AA Voice, Text and Mobile Broadband ARPU Number - 2 decimal points This field indicates the average revenue per user for voice, text and mobile broadband subs for the time period specified in Column A. AB Voice, Text and Mobile Broadband CCPU Number - 2 decimal points This field identifies the cash cost per user (exclusive of CPGA) for voice, text and mobile broadband subs for the time period specified in Column A. AC Total Activations Number - Integer 2435, 12102, etc. (N/A if not applicable) This field identifies the total number of activations from the beginning of the time period specified in Column A to the beginning of the following period, including subs who activate voice, text and mobile broadband, or any combination of these services. AD Total CPGA Number - Integer This field identifies the total cost per gross activation for all activations, including those who activate voice, text and mobile broadband, or any combination of these services from the beginning of the time period specified in Column A to the beginning of the following period. AE Total Deactivations Number - Integer 2435, 12102, etc. (N/A if not applicable) This field identifies the total number of deactivations from the beginning of the time period specified in Column A to the beginning of the following period, including subs who deactivate voice, text and mobile broadband, or any combination of these services. AF Total Subs Number - Integer 24359, 31025, etc. (N/A if not applicable) This field identifies the total number of subs, including those who subscribe to voice, text and mobile broadband, or any combination of these services at the end of the time period specified in Column A. AG Total ARPU Number - 2 decimal points This field indicates the average revenue per user across all subs, including those who subscribe to voice, text and mobile broadband, or any combination of these services for the time period specified in Column A. AH Total CCPU Number - 2 decimal points This field identifies the cash cost per user (exclusive of CPGA) across all subs, including those who subscribe to voice, text and mobile broadband, or any combination of these services for the time period specified in Column A. AI Voice Volume MoU Number - Integer Total Volume of voice calls in Minutes of Use in a month per subscriber for the time period specified in Column A. AJ Text Volume MB Number - Integer Total Volume of text equivalent in MB in a month per subscriber for the time period specified in Column A. AK Mobile Broadband Data Volume MB Number - Integer Total Volume of data exclusive of text usage in MB in a month per subscriber for the time period specified in Column A. Total Subscribers Voice, Text and Mobile Broadband Subscribers Subs Data Instructions Date CMA Business Unit Service Type Voice Only Activations Voice Only CPGA Voice Only Deactivations Voice Only Subs Voice Only ARPU Voice Only CCPU Voice and Text Only Activations Voice and Text Only CPGA Voice and Text Only Deactivations Voice and Text Only Subs Voice and Text Only ARPU Voice and Text Only CCPU Mobile Broadband Only Activations Mobile Broadband Only CPGA Mobile Broadband Only Deactivations Mobile Broadband Only Subs Mobile Broadband Only ARPU Mobile Broadband Only CCPU Voice, Text and Mobile Broadband Activations Voice, Text and Mobile Broadband CPGA Voice, Text and Mobile Broadband Deactivations Voice, Text and Mobile Broadband Subs Voice, Text and Mobile Broadband ARPU Voice, Text and Mobile Broadband CCPU Total Activations Total CPGA Total Deactivations Total Subs Total ARPU Total CCPU Voice Volume MoU Text Volume MB Mobile Broadband Data Volume MB Subs Data Template "Handset Data" Table The following data descriptions apply to the columns of the "Handset Data" table. In general, this table is intended to provide data on the number of different individual devices - by category/type - connected to a cell site on the company's network at least once during the most recent month for which data is available. Column Variable Name Format Possible Entries/Example Entries Description A Business Unit Text "LEAP Wireless", "Cricket", "MVNO", "Total", etc. This field represents the business unit, subsidiary, or brand which serves subscribers. Applicants should provide data for each business unit separately as well as for the total across all business units. Entries aggregating total data should be labeled "Total." B CMA Number - Integer 1 to 734 This field represents the standard market number of the CMA associated with the connections C Feature Phone Connections Number - Integer Number of "non-smartphone" handsets without or with limited Internet browsing capabilities connected to the network during the reporting period by CMA. D Mid-Range Smartphone Connections Number - Integer Number of non-Apple/Samsung smartphones without 4G LTE capabilities including certain QWERTY devices with enhanced Internet browsing capabilities, but without 4G LTE using the network during the reporting period by CMA. Please provide in a separate attachment a list of smartphones or definition of how smartphones are categorized. E High End Smartphone Connections Number - Integer Number of non-Apple/Samsung 4G LTE capable smartphones including certain 4G LTE capable QWERTY devices using the network during the reporting period by CMA. Please provide in a separate attachment a list of smartphones or definition of how smartphones are categorized. F non-LTE Samsung Smartphone Connections Number - Integer Number of Samsung smartphones without 4G LTE capabilities using the network during the reporting period by CMA. G Samsung Galaxy Note II/3 Connections Number - Integer Number of Samsung Galaxy Note II/3 smartphones using the network during the reporting period by CMA. H Samsung Galaxy S III/4 Connections Number - Integer Number of Samsung Galaxy S III/4 smartphones using the network during the reporting period by CMA. I Other Samsung LTE Smartphone Connections Number - Integer Number of other LTE capable Samsung smartphones using the network during the reporting period by CMA. J non-LTE iPhone Connections Number - Integer Number of Apple iPhones without 4G LTE capabilities using the network during the reporting period by CMA. K iPhone 5/5S/5C Connections Number - Integer Number of 4G LTE capable Apple iPhones using the network during the reporting period by CMA. L non-LTE Tablet Connections Number - Integer Number of non-voice non-LTE devices with a touch screen and general Internet browsing capabilities greater than those of an e-reader using the network during the reporting period by CMA. M LTE Tablet Connections Number - Integer Number of non-voice LTE devices with a touch screen and general Internet browsing capabilities greater than those of an e-reader using the network during the reporting period by CMA. N Non-voice Device Connections Number - Integer Number of non-voice devices---such as USB laptop cards, mobile Wi-Fi devices, e-readers, handheld game consoles, and cameras---other than tablets using the network during the reporting period by CMA. O M2M Connections Number - Integer Number of non-voice devices such as those used for metering and telemetry using the network during the reporting period using the network during the reporting period by CMA. Handset Data Instructions Business Unit CMA Feature Phone Connections Mid-Range Smartphone Connections High End Smartphone Connections non-LTE Samsung Smartphone Connections Samsung Galaxy Note II/3 Connections Samsung Galaxy S III/4 Connections Other Samsung LTE Smartphone Connections non-LTE iPhone Connections iPhone 5/5S/5C Connections non-LTE Tablet Connections LTE Tablet Connections Non-voice Device Connections M2M Connections Handset Data Template "Plans Data" Table Please provide plan data requested in the "Plans Data" table for plans that are offered to consumers 1/1 and 7/1 beginning H1 2011 and extending through H2 2013. In general, this table is intended to provide data on available plans nationwide. Column Variable Name Format Possible Entries/Example Entries Description A Date Text - YYYY_HH 2011_H1 to 2013_H1 The half year for which the data is being collected. B Business Unit Text "LEAP Wireless", "Cricket", "MVNO", "Total", etc. This field represents the business unit, subsidiary, or brand which offers the plan. C Plan Name Text The name or description of the plan as used in the billing system D Date First Text - YYYY_MM 2010_06 The year and month the plan was first offered to new subscribers E Date Last Text - YYYY_MM 2012_03 The year and month the plan was last offered to new subscribers F Plan Type Text "Consumer Postpaid", "Consumer Prepaid", "Consumer Mobile Broadband-Only", "Consumer Other" The plan subscriber type. Note: Include small business subscribers but not MVNO, M2M or enterprise customers in any calculations or plan definitions. G Voice Share Text "Y" or "N" Whether the minutes of the plan are shared across multiple lines (i.e. family plan). H National Text "National", "Regional/Local" An indicator of whether the plan's home calling area is national or local/regional. I Minutes Any Number The number of anytime minutes included in the plan. If unlimited code as 9999. J Data Number The number of megabytes included in the plan (if any). If unlimited code as 9999. If none plan code as 0. K Data Name Text The name or description of the data plan as used in the billing system. If no data, code as N/A. L Data Share Text "Y" or "N" Whether data included in the plan can be shared across multiple lines (i.e. mobile share plan). If no data, code as N/A. M Smart Data Text "Y" or "N" An indicator for whether the data plan is available to smartphone devices. If no data, code as N/A. N Texts Number The number of text messages included in the plan (if any). If unlimited code as 9999. If no plan, code as zero. O Primary Access Charge Number The monthly recurring access charge for the primary line. P Additional Access Charge Number The monthly recurring access charge per additional line on the account. If not applicable, code as 9999. Q Overage Anytime Number The per-minute overage rate for anytime minutes in excess of the minutes included in the plan. R Text Monthly Number The monthly recurring charge for the text messages included in the plan. S Overage Text Number The per-text overage rate for text messages in excess of the text messages included in the plan. If no plan provide a la carte rate. T Data Monthly Number The monthly recurring charge for the megabytes of data included in the plan. U Overage Data Number The per-megabyte overage rate for data in excess of the megabytes included in the plan. If no plan provide a la carte rate. V Simple Pricing Text "Y" or "N" Listed prices include all taxes and fees. W Unlimited Music Text "Y" or "N" Plan provides an option for unlimited music downloads (i.e., Muve) Plans Data Instructions Date Business Unit Plan Name Date First Date Last Plan Type Voice Share National Minutes Any Data Data Name Data Share Smart Data Texts Primary Access Charge Additional Access Charge Overage Anytime Text Monthly Overage Text Data Monthly Overage Data Simple Pricing Unlimited Music Plans Data Template "Ports Out Data" Table For each month beginning 01/01/2011 and extending through 09/30/2013, please provide porting data requested in the "Port Out Data" table. In general, this table is intended to provide data on the ports from Leap Wireless to other providers. Column Variable Name Format Possible Entries/Example Entries Description A Date Text - YYYY_MM 2011_01 to 2013_06 The month for which the data is being collected. B CMA Number - Integer 1 to 734 This field represents the standard market number of the CMA from which subs port. C Ports To Text The name of the competing service provider to which Leap Wireless subscribers port during the time period specified in Column A. D Postpaid Ports Out Number - Integer The number of postpaid subscribers who port from Leap Wireless. E Prepaid Ports Out Number - Integer The number of prepaid subscribers who port from Leap Wireless. Ports Out Instructions Date CMA Ports To Postpaid Ports Out Prepaid Ports Out Ports Out Template "Ports In Data" Table For each month beginning 01/01/2011 and extending through 09/30/2013, please provide porting data requested in the "Ports In Data" table. In general, this table is intended to provide data on the ports to Leap Wireless from other providers. Column Variable Name Format Possible Entries/Example Entries Description A Date Text - YYYY_MM 2011_01 to 2013_06 The month for which the data is being collected. B CMA Number - Integer 1 to 734 This field represents the standard market number of the CMA to which subs port. C Ports From Text The name of the competing service provider whose subscribers port to Leap Wireless during the time period specified in Column A. D Postpaid Ports In Number - Integer The number of subscribers who port in order to become postpaid subscribers of Leap Wireless. E Prepaid Ports In Number - Integer The number of subscribers who port in order to become prepaid subscribers of Leap Wireless. Ports In Instructions Date CMA Ports From Postpaid Ports In Prepaid Ports In Ports In Template "Revenue Data" Table For each month beginning 01/01/2011 and extending through 09/30/2013, please provide revenue data requested in the "Revenue Data" table. In general, this table is intended to provide data on the revenue and average revenue per user by CMA and source of revenue. Column Variable Name Format Possible Entries/Example Entries Description A Date Text - YYYY_MM 2011_01 to 2013_06 The year and month for which the data is being collected. B CMA Number - Integer 1 to 734 This field represents the standard market number of the CMA where revenues are earned. C Business Unit Text "LEAP Wireless", "Cricket", "MVNO", "Total", etc. This field represents the business unit, subsidiary, or brand which earns the revenue. Applicants should provide data for each business unit separately as well as for the total across all business units. Entries aggregating total data should be labeled "Total." D Business Line Text "Consumer Prepaid", "Consumer Postpaid", "Total" This field indicates the particular line of business from which revenue is being earned. Enterprise and M2M revenues may be grouped into "Other." E Revenue Class Text "Service Revenue" (excluding "High Cost USF", Lifeline", "Other USF"), "Total" This field indicates a broad class of revenue encompassing each revenue source. Entries in this field should exclude "High Cost USF", "Lifeline", and "Other USF". F Revenue Number This field indicates the total revenue from each revenue source. G ARPU Number - 2 decimal points This field indicates the average revenue per user for each revenue source. H Revenue US Number This field indicates the total revenue from each revenue source for the whole US (including Puerto Rico). I ARPU US Number - 2 decimal points This field indicates the average revenue per user for each revenue source for the whole US (including Puerto Rico). Revenue Instructions Date CMA Business Unit Business Line Revenue Class Revenue ARPU Revenue_ US ARPU_US Revenue Template "Site Data" Table The following data descriptions apply to the columns of the "Site Data" table. The "Site Data" table should contain one row for every site utilized or planned for construction by Applicant. The site IDs in this table should correspond to the site IDs entered in the other requested tables. In the event that Applicant does not own the site utilized and information regarding Columns M-R is unavailable, N/A may be written. Column Variable Name Format Possible Entries/Example Entries Description A Date Text - YYYY_MM 2013_06 The latest month for which data is available. B Site ID Text A unique site ID for the site to which this data record applies. C Site Planned Text "Y" or "N" Yes if the site does not currently exist or operational, but planned for construction or operation. D Number of Sectors Number - Integer 1, 2, 3, etc. (N/A for planned site) This field provides an integer representing the number of sectors this site utilizes. E Latitude Number - At least 6 decimal places 41.756847, 29.633847, etc. This field is the latitude (NAD 83) of the site in decimal form to at least six significant digits. F Longitude Number - At least 6 decimal places -87.467568, -95.267568, etc. This field is the longitude (NAD 83) of the site in decimal form to at least six significant digits. G County FIPS Text "17031", "51700", etc. This field is the five-digit FIPS code - based on 2010 designations - of the county in which the site is located. H CMA Number - Integer 1 to 734 This field represents the standard market number of the CMA in which the site is located. I Site Type Text Possible Entries Below This field indicates the type of site to which the record applies using one of the possible entries listed below. "Macro_Tower" An outdoor macrocell mounted on a monopole, guyed tower, or free standing tower "Macro_Building" An outdoor macrocell mounted on a building "Macro_Other" An outdoor macrocell that does not fit the previous categories (silo, water tower, etc.) "Microcell" An outdoor cell classified by the vendor as a microcell "Outdoor Pico" An outdoor cell classified by the vendor as a picocell "Indoor Pico" An indoor cell classified by the vendor as a picocell "Outdoor Small Cell" An outdoor cell classified by the vendor as a 3GPP compliant small cell "Indoor Small Cell" An indoor cell classified by the vendor as a 3GPP compliant small cell "Outdoor DAS" An outdoor Distributed Antenna System "Indoor DAS" An indoor Distributed Antenna System "Repeater" A cell that repeats/boosts the signal of another cell "Other" A cell that does not meet any of the above descriptions J Site Geographic Classification Text "Urban", "Suburban", "Rural" This field indicates the morphology of the area that the site serves using one of the possible entries listed below. Please provide a description of the methodology used to determine these classifications in a separate attachment. Site Data Instructions Column Variable Name Format Possible Entries/Example Entries Description K Current Operator Text "Leap Wireless", "AT&T" The current operator of the site to which this data record applies. In cases where a Leap Wireless site and AT&T site share the same tower or other supporting structure, each site should be entered separately. L Company Owned: "Y" or "N" Text "Y" or "N" Is the location of the site owned by the operator? M Site Structure Ownership Text "AT&T", "Leap Wireless", "Verizon Wireless", "independent entity" This field indicates whether the tower, antenna structure, or other facility on which the site is located is owned by a wireless operator (or its affiliate), or whether it is owned by an independent entity. If the structure is owned by a wireless operator or its affiliate, include the name of the wireless operator. N Expected to be Decommissioned Text "Y" or "N" (N/A for planned site) This field indicates if the site is currently planned for decommission. O Date Decommission Decided Text - YYYY_MM 2013_06 (or N/A) This field indicates the date when it was determined that a site was scheduled for decommissioning. P Date of Decommission Text - YYYY_MM 2014_09 (or N/A) This field indicates the date set for this site to be decommissioned. Q Decommission by AT&T Planned Text "Y" or "N" (N/A for planned site) This field indicates whether or not AT&T expects to decommission the site in question in the event the proposed transaction is consummated. R Backhaul Text Possible Entries Below This field indicates the type of technology supporting the connection between a cell site type and a backhaul point of presence "TDM" Time division multiple access "Fiber" Lit fiber to tower "Microwave" Point to point or point to multipoint fixed microwave system "Other" Backhaul that does not fall into the above categories Site Data Instructions Date Site ID Site Planned Number of Sectors Latitude Longitude County FIPS CMA Site Type Site Geographic Classification Current Operator Company Owned: "Y" or "N" Site Structure Ownership Expected to be Decommissioned Date Decommission Decided Date of Decommission Decommission by AT&T Planned Backhaul Site Data Template "Deployed Carriers" Table The following data descriptions apply to the columns of the "Deployed Carriers" table (where "carriers" refers to channels or portions of spectrum used in the network rather than operators or service providers). In general, this table should contain one row for each carrier/channel deployed at each Leap sector. Because sites and sectors can include multiple carriers/channels, the same site/sector ID may appear in multiple rows. Column Variable Name Format Possible Entries/Example Entries Description A Date Text - YYYY_MM 2011_01 to 2013_06 The month for which the data is being collected. Submit data on a quarterly basis from March 2011 to September 2013 as of the second week of the month. B Site ID Text A unique site ID for the site to which this data record applies. C Band Text Possible Entries Below The frequency band in which the channel/carrier in this data record operates. "Cellular" The Cellular 850 MHz band (824-859 MHz and 869-884 MHz) "PCS" The PCS 1900 MHz band (1850-1910 MHz and 1930-1990 MHz) "AWS" The AWS-1 band (1710-1755 MHz and 2110-2155 MHz) "Lower_700" The Lower 700 MHz band D Technology of Carrier Text Possible Entries Below This field indicates the technology standard used by the channel/carrier described in this record. "1X" A carrier/channel that only supports 1X CDMA "EVDO" A carrier/channel that supports EVDO "LTE" An LTE carrier conforming to E-UTRA Release 8 or later "Other" A carrier that does not conform to one of the technologies listed above E Carrier BW_MHz Number Possible Entries Below This field contains the bandwidth in MHz of the carrier described in this record 1.25 Carrier = 1X 1.25 Carrier = EVDO 1.4 Carrier = LTE 3 Carrier = LTE 5 Carrier = LTE 10 Carrier = LTE # (Other Number) Carrier = Other F Center Freq_MHz Number 1937.5, 2142.625, etc. This field contains the unrounded center frequency in MHz of the downlink carrier described in this record. G Carrier Active Text Possible Entries Below This field is used to indicate whether a carrier is actively carrying customer traffic. "Y" Indicates that the carrier is carrying commercial traffic generated by paying customers "N" Indicates that the carrier is not yet deployed, used for test or trial purposes, or turned off Deployed Carriers Instructions Date Site ID Band Technology of Carrier Carrier BW_MHz Center Freq_MHz Carrier Active Deployed Carriers Template "Traffic" Table The following data descriptions apply to the columns of the "Traffic" table. In general, this table is intended to provide data on the average busy hour voice and data traffic at each Leap Wireless site/sector, by technology group and by spectrum band. All busy hour data shall be the average bouncing busy hour (BBH) over the 5-day business week period (Mon-Fri) in the second week of the month for the last month of each quarter from Q1 2011 to Q3 2013. The BBH is the one-hour period during the day in which the highest usage is measured, starting on the hour or half hour, and the highest usage hour may vary from day to day. In the column headings, "X" indicates traffic carried by on a 1X network, "E" indicates traffic carried on a EVDO network, and "L" indicates traffic carried on an LTE network. Column Variable Name Format Possible Entries/Example Entries Description A Date Text - YYYY_MM 2011_01 to 2013_06 The month for which the data is being collected. Submit data on a quarterly basis from March 2011 to September 2013 as of the second week of the month. B Site ID Text A unique site ID for the site to which this data record applies. C PCS_X_Avg BBH Voice Traffic_Erlangs Number BBH voice traffic in Erlangs carried by 1X carriers in the PCS band D PCS_X_Avg BBH Data Traffic Downlink_MB Number BBH base to mobile data traffic in MB carried by 1X carriers in the PCS band E PCS_X_Avg BBH Data Traffic Uplink_MB Number BBH mobile to base data traffic in MB carried by 1X carriers in the PCS band F PCS_E_Avg BBH Data Traffic Downlink_MB Number BBH base to mobile data traffic in MB carried by EVDO carriers in the PCS band G PCS_E_Avg BBH Data Traffic Uplink_MB Number BBH mobile to base data traffic in MB carried by EVDO carriers in the PCS band H PCS_L_Avg BBH Data Traffic Downlink_MB Number BBH base to mobile data traffic in MB carried by LTE carriers in the PCS band I PCS_L_Avg BBH Data Traffic Uplink_MB Number BBH mobile to base data traffic in MB carried by LTE carriers in the PCS band J AWS_X_Avg BBH Voice Traffic_Erlangs Number BBH voice traffic in Erlangs carried by 1X carriers in the AWS band K AWS_X_Avg BBH Data Traffic Downlink_MB Number BBH base to mobile data traffic in MB carried by 1X carriers in the AWS band L AWS_X_Avg BBH Data Traffic Uplink_MB Number BBH mobile to base data traffic in MB carried by 1X carriers in the AWS band M AWS_E_Avg BBH Data Traffic Downlink_MB Number BBH base to mobile data traffic in MB carried by EVDO carriers in the AWS band N AWS_E_Avg BBH Data Traffic Uplink_MB Number BBH mobile to base data traffic in MB carried by EVDO carriers in the AWS band O AWS_L_Avg BBH Data Traffic Downlink_MB Number BBH base to mobile data traffic in MB carried by LTE carriers in the AWS band P AWS_L_Avg BBH Data Traffic Uplink_MB Number BBH mobile to base data traffic in MB carried by LTE carriers in the AWS band PCS Band - 1X AWS Band - LTE AWS Band - EVDO AWS Band - 1X PCS Band - LTE PCS Band - EVDO Traffic Instructions Date Site ID PCS_X_Avg BBH Voice Traffic_Erlangs PCS_X_Avg BBH Data Traffic Downlink_MB PCS_X_Avg BBH Data Traffic Uplink_MB PCS_E_Avg BBH Data Traffic Downlink_MB PCS_E_Avg BBH Data Traffic Uplink_MB PCS_L_Avg BBH Data Traffic Downlink_MB PCS_L_Avg BBH Data Traffic Uplink_MB AWS_X_Avg BBH Voice Traffic_Erlangs AWS_X_Avg BBH Data Traffic Downlink_MB AWS_X_Avg BBH Data Traffic Uplink_MB AWS_E_Avg BBH Data Traffic Downlink_MB AWS_E_Avg BBH Data Traffic Uplink_MB AWS_L_Avg BBH Data Traffic Downlink_MB AWS_L_Avg BBH Data Traffic Uplink_MB Traffic Template Definitions 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” and “Leap” mean Leap Wireless International, 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 “Moint 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 term “AT&T” means AT&T, Inc., 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 “Moint 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. 3. The terms “and” and “or” have both conMunctive and disMunctive 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 AT&T and Leap, collectively. 6. The term “Application” means the applications submitted by AT&T and Leap on August 1, 2013, with the lead file number for the wireless radio services listed as 0005860676. 7. The term “BTA” means Basic Trading Area. 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 2 Company. 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. 8nless 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. 3 23. 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 MaMor Trading Area. 27. 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. 28. 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. 29. 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 appendices and attachments thereto, (a) 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, and (b) in the files of any person whose files are to be reviewed and searched to locate documents responsive to this Information Request, even if the plan, analysis and report has not been reviewed by, discussed by, or considered by the Company?s board of directors or the Company?s executive management, or any member thereof. 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 appendices 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, and in the files of any person whose files are to be reviewed and searched to locate documents responsive to this Information Request. 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 Leap by AT&T filed on August 1, 2013, with the lead application file number for the wireless radio services listed as 0005860676. 33. The term “Public Interest Statement” refers to the document filed by the Applicants on August 1, 2013 entitled “Description of Transaction, Public Interest Showing, and Related Demonstrations.” 4 34. The term “relevant area” means a) each CMA, and b) the United States as a whole (including Puerto Rico), and information must be provided separately for, each CMA. 35. 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 only, HSPA, HSPA+, and 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 hotspot 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 only, HSPA, HSPA+, and 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, Moint 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 5 management of which is otherwise controlled, directly or indirectly, through one or more intermediaries, or both, by such Person. 39. The term “8MTS” means 8niversal Mobile Telecommunications System technology. 40. “8nited States” or “8.S.” means the 8nited States, its possessions, territories, and outlying areas. 6 Instructions 1. Unless otherwise specified, all Information and Document Requests cover the period from January 1, 2011 through the date of the Request. 2. Corporations and other entities, including affiliated or subsidiary entities, shall be identified by the Central Index .ey (“CI.”) 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. The Company should provide a separate response for interrogatory, data, and documents (i.e., please do not submit the Company?s interrogatory and data responses on the same discs). 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 7 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 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 privileged, 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. 8 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. 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. 9 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. 10 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. 11 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 directoryserver 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 “Mournals” 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. 12 (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 obMections 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. 13 (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 (“B”). 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. 14 FIELD LISTING FOR SUMMATION METADATA LOAD FILE TYPE OF RECORD(S) TO WHICH EACH FIELD APPLIES Field Name Field Description Field Type Har d Cop y E- Mai l Spreadsheet s and Presentation s 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 ENDDOC# End Bates (including prefix) - - do not use commas, underscores, ampersands, slashes, spaces, characters not Note Text x x x x allowed in Windows file names, or any character used as a delimiter in the load file as part of this number EPROPERTIES Indicate All That Apply : Multi- Entry x x x x 15 Record Type: Loose File, E-mail, Attachment, Hard Copy, Calendar Appt Privilege Notations: Redacted, Privileged, Family Member of Priv Doc 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 DATEAPPTSTAR T Start date of calendar appointment - YYYYMMDD Date x TIMEAPPTSTAR T 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 HASHMD5 MD5 hash value (used for deduplication or other processing) Note Text x x x 16 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 ATTACHMENTID S 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 17 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 INTERNETMSGI D Internet message identification number Note Text x MESSAGEID Unique system identification number for the e- mail message Note Text x DATECREATED Date electronic file was created - YYYYMMDD Date x x DATESAVED Date electronic file was last modified - YYYYMMDD Date x x 18 DOCDATE Populate with: DATESAVED for electronic files (loose files and e- mail attachments) ; DATESENT for e- mails; or DATEAPPTSTAR T 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