Instructions

Unless stated otherwise here, the instructions applicable to these data requests shall be those used in the FCC data requests to Respondents found at the FCC web pages cited above.

File responses to both information and document requests as directed in the OII. Information and documents may be filed under seal, as directed in the OII.

All written materials necessary to understand any document or information responsive to these requests shall also be filed.

Respondents AT&T and T-Mobile are asked to respond separately to data requests propounded "To Respondents and their Affiliates," unless specifically directed to one or the other.

If you believe any of these requests are unclear, you may contact Bill Johnston in the Communications Division (wej@cpuc.ca.gov). Communications Division may clarify the requests if appropriate.

To AT&T and T-Mobile

1. Provide corporate organization charts, indicating the relationship of the California Respondents herein, respectively, to the larger AT&T and T-Mobile corporate families, and particularly disclosing any corporate affiliates active in providing service to California customers.

2. What California utility(ies) would own, operate and control the merged wireless facilities and operations in California?

3. Provide executed exemplars of all forms of contract, and all tariff pages whether federal or intrastate, used with regard to California special access or backhaul facilities which AT&T sells or leases or otherwise provides to T-Mobile (currently), and Interested Parties Sprint, MetroPCS, and Cricket, in California.

a. (For AT&T alone) Building on your response to Staff's previous Data Request 8(b)(i), provide for the most recent month available the total number of DS1, DS3, and any other backhaul for wireless services provided by AT&T for channel terminations in service in California, and identify the type of backhaul involved (DS1, DS3, other), as well as the total numbers billed at intrastate and interstate rates.

b. Provide a clear description, including the range of rates and the average rate, for DS1 and DS3 channel terminations (non-recurring - first and additional, and recurring charges, etc.) and DS1 and DS3 channel mileage (rates per mile, by fixed mileage, etc.) charges offered by AT&T for wireless backhaul service:

i. charged to AT&T affiliates (if any);

ii. charged to Verizon affiliates;

iii. charged to Sprint, MetroPCS, and Cricket; and

iv. charged to T-Mobile.

c. (For T-Mobile Only) Provide, as of the date of this Request, the total number of California cell sites where T-Mobile purchases its backhaul capacity (i) individually; (ii) on a shared basis with AT&T; and (iii) on a shared basis with a mobile wireless service provider other than AT&T. Please provide all standard forms of contract, other contracts, and/or tariffs which provide the terms, conditions, and rates for such purchases.

4. Regarding manufacturers from which you currently obtain handsets used on your networks:

a. Provide by manufacturer and percent the distribution of wireless handsets (including smart devices) currently used on your networks. In addition to national figures, please provide data (or your best estimate) identifying by manufacturer and percent the distribution of wireless handsets on your California network.

b. State your current policy with regard to "the Apps Store" as it relates to the Android handset - specifically, do you and will you continue to allow consumers to download independent or unaffiliated applications onto devices designed to allow such downloads?

i. (For AT&T only) Provide an official policy statement or statements from AT&T regarding the accessibility of third party applications, like those of the Amazon App Store (see http://www.wired.com/gadgetlab/2011/05/att-sideload-android-amazon/), for Android devices on AT&T's system.

5. Provide a status report on the construction of, or plans for construction of, distributed antenna systems (DAS) in California. Provide any agreements or other documentation of any understanding between you, or either of you (AT&T, T-Mobile), and any California municipality or other public body regarding the construction of DAS or O-DAS systems. Provide a clear description and drawings or other visualizations that would facilitate understanding of your DAS plans and operations in California, and indicate how and on what terms it will be open to other carriers, if at all.

To Respondents and All Interested Parties

6. Provide your best estimate of the market share of Respondents, MetroPCS, Sprint, Cricket and other wireless telephone providers in California, and do so on a state-wide basis, as well as providing such a market share analysis for each major metropolitan area in the State (see Appendix A to the AT&T merger "Public Interest Statement" filed at the FCC).

7. With regard to the Appendix A to the AT&T merger "Public Interest Statement" filed at the FCC (see http://fjallfoss.fcc.gov/ecfs/document/view?id=7021240429), state separately the total Cellular, PCS, 700 MHZ AWS and otherwise described spectrum which you own, hold, or otherwise control in each of the California markets identified in the above-referenced FCC Appendix A, what you believe to be the total spectrum available for wireless transmission in those markets, and spectrum known by you to be owned, held or otherwise controlled by those wireless carriers today.

a. (For AT&T only) Identify the spectrum you propose to acquire from T-Mobile and Qualcomm in California.

8. Provide your view of the spectrum efficiencies, if any, that will be obtained by the proposed acquisition by AT&T of T-Mobile's spectrum and operations.

a. What other merger-specific and verifiable efficiencies would likely be realized by the merger?

b. Is AT&T using the spectrum it now has? Does it have concrete plans to build out the spectrum licensed to it?

c. If AT&T acquires the Qualcomm spectrum, as it has proposed ( http://transition.fcc.gov/transaction/att-qualcomm.html), how would these combined spectrum holdings, if approved, affect AT&T's wireless service, competition, and the California market? Specifically, how does this Qualcomm spectrum compare to AT&T's current spectrum holdings in the State and/or nation? How does it compare to the spectrum licenses AT&T would acquire from T-Mobile USA were the transaction approved as proposed? How would this additional spectrum from Qualcomm be utilized to deploy LTE? What additional capabilities would the Qualcomm spectrum provide the merged entity that would not be provided by the acquisition of the T-Mobile USA licenses?

i. Is the acquisition of both the Qualcomm and T-Mobile spectrum necessary to achieve the efficiencies and public interest benefits that AT&T hopes will result from the merger?

9. Would the merger, which is planned as a nationwide transaction, have specific or different effects in California? For example, would the merger result in less competition in the California marketplace for wireless telephone customers?

10. How should the relevant market(s) be defined? How should the product market (or markets) be defined, as wireless telephone carriers, as smart phone carriers, or some other way? How should the relevant geographic market (or markets) be defined? Locally according to carriers available to consumers in a locality, regionally, by state, nationally, or some combination of these? Provide citations to studies that exemplify the kind of market analysis that addresses the above,

11. Would the merger give the resulting entity monopsony power or increase the tendency to monopsony power including market power over equipment suppliers? If yes, then what impact would the merger have on choice and competition in handsets and related equipment?

12. Would innovation be promoted or constrained by the merger?

a. For example, would the merger increase, maintain or diminish facilities and competition for wireless transmission services such as distributed antenna systems (DAS) and open distributed antenna systems (O-DAS)?

b. How would the merger affect handset competition and innovation?

13. What impact would the merger have on the market for special access or backhaul services?

a. What alternatives to incumbents' special access backhaul facilities currently exist, and what alternatives would exist after the merger, for independent, competitive wireless carriers?

b. Would the smaller post-merger pool of independent, competitive wireless carriers purchasing special access backhaul from local exchange carriers affect the market power of those special access backhaul customers? Would the merger increase the market power of the local exchange carriers and/or their wireless affiliates with respect to special access backhaul services?

c. Would the merger increase the ability of the merging parties to impose exclusive or requirements contracts on purchasers of backhaul services? Would the merger increase the ability of the merging parties or their wireline affiliates to require that the entity seeking backhaul services buy a certain percentage of their backhaul services from the wireline affiliates of the merging parties?

14. What affect, if any, might the merger have on roaming agreements and arrangements between AT&T and other wireless carriers?

To AT&T, Verizon California, Inc., and Verizon Wireless

15. Describe and provide all documents comprising any agreement or understanding, written or oral, in effect between either Verizon Wireless and/or Verizon Communications Inc., and AT&T or T-Mobile, as of the date of this Request, in which either has any preferential rights, including rights of first refusal or lower rates, on collocation on or backhaul provided by the other to cell sites.