A.15-03-005 ORA NEW PUBLIC EXHIBITS TO SUPPLEMENTAL TESTIMONY - Document Public Highly Contains Contains Exhibit # Information Information Information Confidential Confidential SA-5 Frontier Responses to ORA Data Request No. X 014 – September 8, 2015 SA-6 August 26, 2015 letter from Christopher Creager, SVP Verizon West Area Operations, Strategic Initiatives, to Marlene H. Dortch, Secretary, X Federal Communications Commission. re CAF-II funding SA-7 “AT&T Accepts Nearly $428 Million in Annual Support from Connect America Fund to Expand and Support Broadband for Over 2.2 Million Rural Consumers in 18 States, FCC Press Release, August 27, X 2015, available at https://www.fcc.gov/document/att-accepts-428- m-connect-america-fund-rural-broadband (accessed 9/9/15). SA-8 See Tirole (1988) for discussion of MES and barriers to entry. Jean Tirole, The Theory of Industrial X Organization (1988), Cambridge: MIT Press, pp. 305-311. SA-9 Statement of Lee L. Selwyn before the Federal Communications Commission en banc hearing on wireless early termination fees, June 12, 2008, at X 10-11. SA-10 FCC 17TH Report on CMRS Competition X SA-11 The US Department of Justice/Federal Trade X Commission’s 2010 Horizontal Merger Guidelines (“HMG”) A.15-03-005 ORA NEW PUBLIC EXHIBITS TO SUPPLEMENTAL TESTIMONY - Document Public Highly Contains Contains Exhibit # Information Information Information Confidential Confidential SA-12 Statement by FCC Chairman Tom Wheeler on Competition in the Mobile Marketplace, August 6, 2014. https://www.fcc.gov/document/chairman- X wheeler-statement-competition-mobile- marketplace (accessed 8/19/15). SA-13 NBN Co Stakeholder Charter, September 26, 2013, http://www.nbnco.com.au/corporate- information/aboutnbn- X co.html (accessed 9/10/15) SA-14 Statement of Expectation, NBN Co., May 2, X 2014, Id. SB-1 Thompson Reuters SteetEvents Edited Transcript. Interview of Verizon Chairman and CEO Lowell X McAdam at Guggenheim Securities Symposium. June 21, 2012. ORA Exhibit SA-5 PUBLIC Frontier/Verizon Application, A.15-03-005 Frontier Responses to ORA Data Request No. 014 September 8, 2015 Frontier Communications Corporation and Frontier Communications of America, Inc. (collectively, “Frontier”) hereby responds to the Office of Ratepayer Advocates' ("ORA") data requests labeled “Data Request No. 014 –Question related to Rebuttal Testimony of John M. Jureller.” For ease of reference, this set will be referenced herein as “ORA 014.” Frontier received this request late on the afternoon of Friday, September 4, 2015 the day before a three-day holiday weekend and ORA has demanded a response on the next business day following the three- day weekend. Frontier objects to this inadequate response time, especially since the question pertains to Frontier’s rebuttal testimony, which ORA had in its possession for eleven days before issuing this request. Notwithstanding the irregular and unreasonable timing surrounding this data request, and ORA’s arbitrary insistence that it be provided within such a short period of time, Frontier has accommodated ORA's request is responding on the requested date of September 8, 2015. Frontier has undertaken a good faith review of the questions in ORA 014, and Frontier hereby responds to each of the questions subject to general objections presented below and any specific objections provided with the individual responses. Frontier is providing responsive documents contemporaneously with these narrative responses, as further described below. GENERAL OBJECTIONS Frontier objects to the question in ORA 014 to the extent that it calls for irrelevant information that is beyond the scope of this proceeding or which is otherwise not reasonably calculated to lead to admissible evidence in this proceeding. Frontier objects to ORA 014 to the extent that it is interpreted to impose unreasonable burdens on Frontier and/or to the extent that the question requests information that is beyond Frontier’s possession, custody, or control. Frontier further objects to this request to the extent that it calls for information protected by attorney-client privilege, work product privilege, an/or any other applicable protection or privilege. Frontier also objects to ORA 014 to the extent that it is vague, ambiguous, or reliant upon vague or ambiguous definitions. Frontier specifically objects to any instructions or definitions in ORA 014 to the extent that they purport to impose any obligations greater than those provided by the applicable rules and decisions of the Commission, the California Code of Civil Procedure or California Evidence Code, and any other statutes, orders, rules or laws governing the proper scope and extent of discovery in California and this proceeding. Frontier also objects to the inadequate response time associated with this request. Customary response time associated with data requests in Commission proceedings is generally 10 business days, yet ORA has served this Data Request on the Friday afternoon of a three-day holiday weekend and requested this information to be provided on the next work day following. To the extent that ORA 014 seeks information regarding entities, services, and/or facilities that are not subject to the California Public Utilities Commission’s (“Commission”) jurisdiction, Frontier objects on the grounds that this information beyond the scope of proper inquiry under Public Utilities Code Sections 851 through 854, and/or outside the reasonable scope of this proceeding. Frontier’s responses to questions regarding matters that are subject to these jurisdictional, 1047410.1 104740v1 statutory, and scoping objections should not be interpreted to constitute a waiver of these objections, nor does Frontier concede that any of this information is properly subject to discovery, validly admissible, or otherwise proper for consideration in this proceeding. Subject to and without waiving the above objections, Frontier responds as set forth below. Frontier reserves the right to offer additional objections and/or supplemental responses to ORA 014 at any time and further reserves the right to challenge the relevance and/or admissibility of the information provided herewith to the issues in the proceeding. DATA REQUEST ORA 14.1. On pg. 7 (lines 24 -26) and pg. 8, (lines 1-2) of Mr. Jureller’s rebuttal testimony, he states that "The Transaction terms already account for the condition of Verizon's California network. The purchase price and other terms in the SPA were negotiated in light of the current condition of the Verizon assets and operations that Frontier is acquiring. Frontier incorporated its assessment of the quality of the Verizon network in the price it was willing to pay." (a) Please provide the specific quantitative estimate or assumptions that Frontier had relied upon to "account for the condition of Verizon's California network" in its negotiations with Verizon. (b) Please provide the following: i. All specific facts, data, survey reports, and any other documents or memoranda, studies or analysis upon which Frontier had relied in developing the quantitative information that is being requested in (a) above. ii. Include in this response the name(s) of the individual(s) who were involved in the preparation of the quantitative estimates or assumptions that were used in the negotiation, and the date(s) when such analyses were undertaken. iii. Indicate which, if any, of the Frontier witnesses were involved in this work. For those witnesses who were not involved in this work, provide any information regarding the analyses and results thereof that was provided to such witness(es) in connection with testimony preparation. OBJECTION: Frontier objects to this data request to the extent it seeks privileged information protected by attorney/client privilege or work-product protection, or which is subject to any other legal privilege or limitation on its disclosure. Frontier further objects to this data request on the grounds that the request is unduly burdensome, overly broad, and presents unreasonable compliance burdens to the extent that the request is not limited by scope or time. Frontier also objects to the term "assumptions," which is vague and ambiguous, undefined, and potentially boundless in meaning. Subject to and without waiving these objections, Frontier responds as follows: RESPONSE: Frontier’s due diligence prior to the announcement of the proposed transaction occurred over several weeks and involved more than 100 Frontier representatives and 1047410.1 104740v1 employees, including representatives from Accounting, Operations, Engineering, Customer Care Centers, Carrier, Human Resources, IT, Real Estate Regulatory, Tax and Legal, as well as outside legal, accounting, and transaction advisors, who reviewed documents and information provided by Verizon related to the operations to be acquired. Frontier has considerable experience in similar transactions over the years and it can review the approximate age of the network plant, the trouble reports, and the services provided, to get a good sense of the network. Frontier representatives reviewed publicly available information on the Internet and from other sources, and drew from Frontier’s experience in previously acquiring Verizon’s operations in 14 states and its experience running those operations. In addition, subject matter experts from Frontier and Verizon met numerous times, in person and telephonically, to discuss due diligence and operational issues among other matters. In the course of its review, Frontier considers a myriad of financial