Attachment Cover-Public

TURN: ______A.20-11-001 ALJ Glegola

BEFORE THE PUBLIC UTILITIES COMMISSION OF THE STATE OF CALIFORNIA

In the Matter of the Joint Application of TracFone Wireless, Inc. (U-4321-C), América Application 20-11-001 Móvil, S.A.B. de C.V., and Verizon (Filed November 5, 2020) Communications, Inc. for Approval of Transfer of Control Over TracFone Wireless, Inc.

SUPPORTING ATTACHMENTS TO CONFIDENTIAL INTERVENOR TESTIMONY OF CHRISTINE A. MAILLOUX ON BEHALF OF THE UTILITY REFORM NETWORK AND CENTER FOR ACCESSIBLE TECHNOLOGY

(Public – Redacted Version)

CONTAINS MATERIAL THAT APPLICANTS HAVE IDENTIFIED AS CONFIDENTIAL OR PROPRIETARY [All Confidential and Confidential Lawyers Only Material Redacted]

APRIL 2, 2021

Index of Attachments

1. 2014 Xerox Lifeline Subscribers Counts ...... 1 2. 2015 Xerox Lifeline Subscribers Counts ...... 2 3. 2018-2020 Annual Report of the ULTS AC Committee ...... 3 4. 2020 Maximus Subscriber Lifeline Counts as of 1/15/21 ...... 10 5. Verizon-TracFone Transaction - Availability of Lifeline Services to Low Income Consumers – File No. ITC-T/C-20200930-00173 ...... 11 6. Boost/CARE Pilot Evaluation Report – Communications Division, Lifeline Group – March 2021 ...... 16 7. Cal Adv DR 2 to Tracfone, Question 12 ...... 37 8. Cal Adv DR 2 to Tracfone, Question 12 TRAC00037 **Confidential Lawyers only** ...... 41 9. Cal Adv DR 2 to Tracfone Declarations ...... 43 10. Cal Adv DR 4 to TracFone, Question 4 **Confidential Lawyers only** ...... 46 11. Cal Adv DR 4 to TracFone, Question 4; Bates TRAC000297 **Confidential Lawyers only** ...... 52 12. Cal Adv DR 4 to TracFone Declarations ...... 53 13. Cal Adv DR 5 to TracFone, Question 6 **Confidential TracFone & Lawyers only** ...... 58 14. Cal Adv DR 5 to TracFone Declarations ...... 63 15. Cal Adv DR 2 to Verizon, Questions 7, 10, 14, 19, 23, 24, 25 and 26 ...... 67 16. Cal Adv DR 2 to Verizon, Question 7 Attachment VZW 006075-006076 **Confidential Lawyers only** ...... 78 17. Cal Adv DR 3 to Verizon, Question 1 ...... 80 18. Cal Adv DR 3 to Verizon, Question 1 Attachment VZW 000833-000838 **Confidential Lawyers only** ...... 84 19. Cal Adv DR 3 to Verizon, Question 1 Attachment VZW 000862-000863 **Confidential Lawyers only** ...... 90 20. Cal Adv DR 3 to Verizon, Question 1 Attachment VZW_005573_WP_Proj_Sycamore **Confidential Lawyers only** ...... 92 21. Cal Adv DR 2 and DR 3 Declarations ...... 93 22. Cal Adv DR 4 to Verizon, Questions 16, 18, 19, and 20 **Confidential All** **Confidential Lawyers Only** ...... 97 23. Cal Adv DR 4 to Verizon Declarations (Original and Supplemental) ...... 107 24. Cal Adv DR 7 to Verizon, Questions 8 and 10 **Verizon Confidential** ...... 115 25. Cal Adv DR 7 to Verizon Declarations (Original and Supplemental) ...... 122 26. TURN DR 2 to Verizon, Questions 1, 2, 6, 7, 8, and 9 **Confidential Lawyers** and **Confidential Verizon** ...... 129 27. TURN DR 2 to Verizon, Question 1, Attachment VZW 005955 **Confidential Lawyers only** ...... 140 28. TURN DR 2 to Verizon, Question 1, Attachment VZW 006023-006024 ...... 142 29. TURN DR 2 to Verizon, Question 1, Attachment VZW 006037 ...... 144 Total Approved LifeLine Subscribers in California by Carrier 2014XeroxLifeLineSubscriberCounts20141815 (2).xls As Reported by Xerox State and Local Solutions, Inc. 2014

January February March April May June July August September October November December Carrier 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014

Wireline Carriers

Astound BB (Wave) 19 19 18 15 15 15 15 10 10 10 10 10 AT&T (SBC) 706,694 694,916 681,475 669,916 657,077 643,812 629,467 614,379 598,873 584,538 572,092 559,787 AT&T Comm 2,733 2,696 2,627 2,594 2,564 2,510 2,471 2,429 2,364 2,284 2,220 2,185 Cal Ore 479 478 475 474 467 462 460 456 445 455 451 446 Calaveras 358 353 354 352 352 344 339 340 341 343 338 333 Champion BB 6 6 6 6 6 6 6 5 5 5 5 5 Charter 378 398 425 454 464 480 499 497 495 495 499 508 ConnectTo 2,613 2,585 2,576 2,575 2,556 2,551 2,543 2,531 2,492 2,496 2,498 2,489 Cox Comm 38,575 38,030 37,676 37,414 36,987 36,560 36,065 35,376 34,419 33,626 32,926 32,282 CuraTel, LLC (Adir) 9,528 9,405 9,249 9,189 9,083 8,979 8,832 8,632 8,420 8,240 8,046 7,855 Ducor 368 368 361 355 352 344 352 352 346 352 352 356 EnhancedComm 3 3 3 3 3 3 3 3 4 4 5 5 Free Choice (PCS1) 187 179 171 164 162 153 148 147 145 142 140 131 Frontier (Citizens CA) 6,387 6,303 6,221 6,125 6,071 6,018 5,933 5,875 5,776 5,687 5,625 5,577 Frontier (Global Valley) 1,672 1,662 1,634 1,633 1,628 1,617 1,607 1,602 1,562 1,544 1,507 1,500 Frontier (Golden State) 1,076 1,060 1,048 1,027 1,028 1,016 1,002 992 966 958 952 947 Frontier (SWWC 1) 623 620 606 603 604 584 581 576 567 555 540 525 Frontier (SWWC) 1,069 1,067 1,060 1,049 1,034 1,023 1,015 1,001 986 977 956 945 Frontier (Tuolumne) 523 519 516 504 499 497 498 504 495 493 493 493 Matrix 6 6 6 6 6 6 5 5 5 5 5 5 Matrix (Excel) 1 1 1 1 1 1 1 1 1 1 1 1 Matrix (Vartec) 5 5 5 5 5 5 5 5 5 4 3 3 MCI 3,285 3,255 3,185 3,146 3,101 3,025 2,975 2,896 2,794 2,706 2,662 2,582 Pinnacles 13 13 13 13 12 12 12 11 11 11 11 11 Ponderosa 843 836 839 841 835 835 829 824 818 815 821 826 Race Technologies 13 13 13 13 10 10 10 7 6 5 5 7 Sage 132 126 124 121 120 118 119 118 108 108 105 98 Sebastian (Foresthill) 288 280 276 269 274 273 263 262 261 260 257 258 Sebastian (Kerman) 2,087 2,062 2,058 2,069 2,062 2,039 2,043 2,028 2,011 2,006 2,014 1,999 Sierra 2,476 2,474 2,441 2,445 2,434 2,436 2,446 2,441 2,448 2,432 2,423 2,419 Siskiyou 751 751 755 765 762 750 751 746 742 741 733 720 SureWest (Roseville) 3,446 3,409 3,349 3,311 3,266 3,222 3,165 3,126 3,061 3,001 2,972 2,936 SureWest (Televideo) 190 181 180 179 176 174 172 173 171 171 168 164 TC Telephone 1,866 1,768 1,693 1,621 1,543 1,470 1,435 1,298 1,202 1,127 1,057 1,010 Tcast (Blue Casa) 5,730 5,561 5,368 5,229 5,108 4,968 4,851 4,709 4,537 4,392 4,253 4,133 TDS (Happy Valley) 374 373 368 368 360 360 357 357 348 346 349 345 TDS (Hornitos) 55 56 56 57 54 52 52 52 53 56 56 56 TDS (Winterhaven) 67 68 69 68 64 64 64 65 64 63 62 62 Telscape Comm 27,126 26,717 26,147 25,682 25,272 24,882 24,431 23,872 23,116 22,424 21,765 21,112 Verizon CA 212,532 209,164 205,162 201,861 198,464 195,335 191,540 187,257 183,267 179,922 176,957 173,268 Volcano 958 953 969 966 951 948 947 946 937 917 916 913

Subtotal 1,035,535 1,018,739 999,578 983,488 965,832 947,959 928,309 906,906 884,677 864,717 847,250 829,307

California LifeLine Wireless Carriers Telscape Wireless 1,437 18,301 50,626 85,910 115,430 124,390 114,384 119,211 128,721 147,211 Budget PrePay 516 4,746 21,208 55,126 119,684 187,018 258,242 279,958 Assurance Wireless 86 23,799 99,223 132,443 187,065 Boomerang 298 4,845 11,822 17,819 25,891 Nexus 10

Subtotal 1,437 18,301 51,142 90,656 136,638 179,900 262,712 417,274 537,225 640,135

Federal-Only Wireless Carriers

Cricket 32,478 34,351 35,226 35,018 33,567 30,800 27,508 23,109 19,267 16,371 13,525 9,981 Nexus 77,976 75,925 73,586 71,351 68,540 64,610 59,886 51,642 42,823 36,663 32,826 29,297 Telscape Wireless 707 752 772 772 749 723 666 615 471 419 377 326 Virgin Mobile 31,282 33,977 36,408 38,123 38,782 39,251 38,938 40,087 44,622 11,884 13,657 3,821

Subtotal 142,443 145,005 145,992 145,264 141,638 135,384 126,998 115,453 107,183 65,337 60,385 43,425

1,177,978 1,163,744 1,147,007 1,147,053 1,158,612 1,173,999 1,191,945 1,202,259 1,254,572 1,347,328 1,444,860 1,512,867

1 Total Approved LifeLine Subscribers in California by Carrier As Reported by Xerox State and Local Solutions, Inc. 2015

January February March April May June July August September October November December Carrier 2015 2015 2015 2015 2015 2015 2015 2015 2015 2015 2015 2015

Wireline Carriers

Astound BB (Wave) 10 9 9 8 8 7 7 7 7 7 7 7 AT&T (SBC) 547,058 538,943 525,851 513,747 502,091 489,730 479,619 470,051 462,672 454,871 447,105 438,938 AT&T Comm 2,150 2,131 2,110 2,060 2,019 1,973 1,924 1,892 1,853 1,796 1,754 1,730 Cal Ore 457 459 454 452 453 444 439 432 428 434 437 432 Calaveras 338 340 341 334 329 325 329 326 329 321 319 309 Champion BB 5 5 5 4 4 4 4 2 2 2 2 2 Charter 478 457 429 406 386 363 348 330 317 297 275 264 ConnectTo 2,495 2,526 2,483 2,504 2,484 2,454 2,434 2,438 2,456 2,452 2,473 2,486 Cox Comm 31,634 31,178 30,589 29,943 29,330 28,745 28,309 27,849 27,530 27,189 26,854 26,466 CuraTel, LLC (Adir) 7,614 7,499 7,311 7,235 7,069 6,970 6,845 6,752 6,799 6,560 6,493 6,414 Ducor 347 342 352 355 357 352 349 347 350 348 344 349 EnhancedComm 4 4 4 5 5 5 6 6 5 5 5 5 Free Choice (PCS1) 126 122 120 116 113 106 104 98 97 94 88 85 Frontier (Citizens CA) 5,503 5,438 5,343 5,266 5,185 5,101 5,014 4,952 4,883 4,857 4,826 4,790 Frontier (Global Valley) 1,457 1,428 1,403 1,393 1,376 1,327 1,302 1,277 1,264 1,267 1,245 1,233 Frontier (Golden State) 937 939 926 913 891 875 851 832 827 816 789 778 Frontier (SWWC 1) 511 501 494 489 478 447 424 413 408 407 412 407 Frontier (SWWC) 927 924 913 889 870 841 813 810 802 784 774 766 Frontier (Tuolumne) 489 488 477 478 470 468 461 457 451 443 437 434 Matrix 5 5 5 5 5 5 3 3 3 3 3 3 Matrix (Excel) 1 1 1 1 1 1 1 1 1 1 1 1 Matrix (Vartec) 3 3 2 2 2 2 2 1 1 1 1 1 MCI 2,540 2,498 2,454 2,378 2,333 2,276 2,227 2,171 2,148 2,102 2,051 1,999 Pinnacles 10 10 9 10 8 7 7 7 6 7 7 7 Ponderosa 828 834 834 827 831 823 817 809 798 787 785 783 Race Technologies 8 8 10 10 9 7 7 8 9 9 8 8 Sage 95 97 97 90 86 82 78 70 63 59 52 44 Sebastian (Foresthill) 260 255 253 253 251 255 247 242 241 242 240 235 Sebastian (Kerman) 1,914 1,945 1,936 1,932 1,883 1,868 1,838 1,812 1,800 1,767 1,771 1,765 Sierra 2,415 2,402 2,396 2,367 2,352 2,334 2,300 2,285 2,266 2,264 2,254 2,212 Siskiyou 713 704 702 700 694 691 685 679 675 672 661 661 SureWest (Roseville) 2,905 2,872 2,846 2,752 2,705 2,613 2,550 2,502 2,448 2,396 2,351 2,304 SureWest (Televideo) 163 164 161 157 152 147 145 140 139 134 131 130 TC Telephone 964 952 899 855 797 728 801 749 726 706 684 665 Tcast (Blue Casa) 4,004 3,891 3,742 3,613 3,509 3,405 3,317 3,197 19,055 18,201 17,440 16,474 TDS (Happy Valley) 328 334 332 325 326 321 319 317 37 305 296 292 TDS (Hornitos) 55 55 55 55 55 57 57 55 6 55 53 52 TDS (Winterhaven) 51 50 48 46 46 46 46 44 44 44 43 43 Telscape Comm 20,364 20,004 19,329 18,647 17,977 17,348 16,858 16,334 - - - - Time Warner Cable 9 69 152 238 328 391 440 Verizon CA 169,252 166,832 163,333 159,939 156,539 153,082 149,858 146,459 143,988 141,728 139,639 136,951 Volcano 890 894 892 881 881 882 879 885 886 868 864 863

Subtotal 810,308 798,543 779,950 762,442 745,360 727,526 712,693 698,193 687,058 675,629 664,365 651,828

California LifeLine Wireless Carriers AirVoice 4 911 24,501 59,662 51,676 46,258 47,441 52,863 52,725 38,250 Amerimex 750 1,811 2,877 8,088 Assurance Wireless 217,891 243,497 262,083 276,380 282,101 278,442 282,070 282,951 277,832 275,241 305,240 343,129 Boomerang 40,378 40,835 49,238 62,640 74,596 82,434 91,951 95,741 98,015 96,449 93,022 89,816 Budget PrePay 310,051 351,418 375,703 379,980 400,419 415,727 429,219 401,600 385,608 370,764 376,864 381,542 Global Connection 5 8 7 59 126 iWireless 406 11,944 55,949 103,659 149,327 173,597 181,734 174,673 162,279 145,089 125,799 111,746 Nexus Communications 24,559 19,997 18,038 16,777 15,624 14,415 12,441 12,483 10,519 9,981 10,452 9,740 Tag Mobile 3,967 13,476 23,439 48,416 54,534 55,114 62,489 85,543 96,792 94,903 85,878 81,271 Telrite 1,254 14,395 35,763 63,253 97,419 138,951 169,204 184,081 Telscape Wireless 177,456 197,009 220,500 261,423 298,445 322,666 309,800 298,298 301,881 291,408 276,680 252,881 Total Call Mobile 22 980 7,254 23,344 55,102 80,614 82,537 67,050 53,503 44,758

Subtotal 774,708 878,176 1,004,976 1,151,166 1,308,055 1,439,796 1,512,245 1,541,419 1,561,081 1,544,517 1,552,303 1,545,428

Federal-Only Wireless Carriers

Cricket 8,020 5,841 4,286 3,239 2,495 1,959 1,536 959 - - - - Nexus 2,501 1,908 1,319 1,130 1,003 850 499 410 335 303 239 129 Telscape Wireless 11 12 12 12 11 10 10 3 3 3 3 5 Virgin Mobile 4,221 7,488 4,821 1,571 730 575 197 153 112 89 58 44

Subtotal 14,753 15,249 10,438 5,952 4,239 3,394 2,242 1,525 450 395 300 178

1,599,769 1,691,968 1,795,364 1,919,560 2,057,654 2,170,716 2,227,180 2,241,137 2,248,589 2,220,541 2,216,968 2,197,434

2 January 5, 2021

President Batjer Commissioner Aceves Commissioner Randolph Commissioner Rechtschaffen Commissioner Shiroma

SUBJECT: Annual Report of The Universal LifeLine Telephone Service for the Period July 1, 2018 through June 1, 2020.

Pursuant to Section 4.1.b of the Charter of the Universal LifeLine Telephone Service Trust Administrative Committee (Committee), Communications Division, on behalf of the Committee, submits the enclosed annual report for the period July 1, 2018 through June 1, 2020. The report was approved by the Committee on December 16, 2020.

Sincerely,

Mary Rottman LifeLine Program Liaison Communications Division

cc: R. Osborn, Director J. Lakritz, Program Manager M. Worster, Program Supervisor Committee Members

Encl.

ANNUAL REPORT OF THE UNIVERSAL LIFELINE TELEPHONE SERVICE TRUST ADMINISTRATIVE COMMITTEE (ULTS-AC)

FOR THE PERIOD JULY 1, 2018 THROUGH JUNE 30, 2020

Submitted by: The Universal LifeLine Telephone Service Trust Administrative Committee

Date submitted: December 16, 2020

4 UNIVERSAL LIFELINE TELEPHONE SERVICE TRUST – ADMINISTRATIVE COMMITTEE

Pursuant to PU Code 277(a) the ULTS-AC was established to serve as an advisory committee to the California Public Utilities Commission (CPUC). The role of the ULTS- AC is to advise the CPUC regarding the development, implementation and administration of the Universal Lifeline Telephone Service Trust (ULTS) program to ensure lifeline telephone service is available to the people of the State as provided by Assembly Bill 1348 (AB 1348), and subsequently modified by Senate Bill 669 (SB 669).

The Moore Universal Telephone Service Act.

AB 1348 was introduced to ensure the availability of affordable basic local telephone service to all qualifying low-income households in California. This bill became law in September 1983 and is known as Article 8. Universal Telephone Service, Public Utilities Code Section 871.

The California LifeLine program (formerly known as Universal LifeLine Telephone Service or ULTS) or “LifeLine” provides subsidized basic telephone service to qualifying residential subscribers. Under the California LifeLine program, a customer may select any carrier from those that provide residential local exchange service in the customer’s area. The LifeLine program is funded by a surcharge, as determined by the CPUC, on the end of the user’s bill for intrastate telecommunications services. There are approximately 1.65 million subscribers as of June 30, 2020 who receive subsidized telephone service through wireline or wireless service providers.

ULTS Marketing Board (ULTSMB)

Pursuant to Decision 96-10-066 the ULTSMB was established as the entity responsible for developing designing and implementing a competitively neutral marketing strategy for the LifeLine program. The intent of the Decision was to provide basic telephone service to all qualifying low-income households in California.

In 2000, a LifeLine call center was established to help facilitate customer access to local telephone service providers in a competitively neutral manner or of the customers’ choice in order to establish service. The call center was staffed by telephone representatives who assisted customers with any questions relating to the California LifeLine program. Additionally, representatives were available in seven languages for the non-English speaking customers identified as part of the target audience. The call center has since been expanded to include available representatives in eleven languages plus English.

Senate Bill 669 (SB 669) implemented changes to the ULTSMB relative to the program administration of the LifeLine program. Under SB 669, the existing ULTSMB was disbanded and the new ULTS-AC board was created. This bill required that the

5 administrative responsibilities for the California LifeLine program become the responsibility of the CPUC. Oversight of the LifeLine program was assigned to the CPUCs Telecommunications Division (TD), now called the Communications Division (CD). Therefore, the role of the ULTS-AC under the SB 669 became an advisory entity.

ULTS-AC

By Commission Decision 02-04-059, the restructuring of the California LifeLine advisory board was completed, and the establishment of the new ULTS-AC commenced effective February 1, 2003. The CPUC’s CD is the program administrator overseeing the California LifeLine contract administration and marketing activities with advice from the ULTS-AC in its new advisory capacity.

In November 2003, the ULTS-AC made significant modifications to the original Plan which had carried over and had been implemented as part of the current California LifeLine marketing program administered by Richard Heath and Associates (RHA) with oversight by the Communications Division. The current composition of the ULTS-AC reflects a broad diverse group of individuals with representation from small and large incumbent and competitive local telephone companies, community-based organization and consumer advocacy groups. The experience and knowledge that each member possesses has allowed the ULTS-AC to work diligently to advise the Commission on the development of a strong marketing plan in order to achieve our goals of reaching 95% subscribership among all eligible consumers in the state.

The ULTS-AC continues to ensure that the California LifeLine program targets all eligible low-income segments of the population of California including, but not limited to African American, Cambodian, Chinese, Filipino, Hispanic, Hmong, Korean, Laotian, Vietnamese, Native Americans, Seniors and social agency and welfare recipients. To achieve this, it is imperative that the ULTS-AC working with CD continues to:

• Track and report monthly the activities of the marketing, outreach and call center programs for California LifeLine • Track enrollment data • Identify target groups that have low-penetration rates • Monitor education and outreach message dissemination • Monitor Call Center activities • Track the California LifeLine Program Administrator’s recertification process to ensure LifeLine customers recertify based on their household income or eligible program qualifications each year • Continue to advise on all education and outreach material in language specific form with correct and consistent information • Identify problems with the marketing campaign and make recommendations for correction and improvement.

6 ULTS-AC Goals and Objectives

• Meet regularly under the Provisions of Bagley-Keene Open Public Meeting Act • Follow procedures mandated by Charter • Provide recommendations to CD on R.11-03-013 and R.20-02-008. • Monitor and evaluate CBO education and outreach. • Closely monitor CPUCs Conflict of Interest Concerns Relative to the impact on ULTS-AC members • Monitor ULTS-AC Budget • Review Senate and Assembly Bills impact on California LifeLine • Continual interaction with LifeLine program contractors • Monitor legislative, CPUC and FCC activities that may impact California LifeLine program or consumers in California • Submit yearly California LifeLine budget for review and approval by Commission resolution

The unresolved issues of conflict of interest of telephone company members of the committee should be resolved as expeditiously as possible. The limited roster of the committee has made the presence of a quorum especially difficult.

ULTS-AC Accomplishments

Between July 1, 2018 and June 30, 2020, the ULTS-AC met a total of 8 times; seven (7) meetings were held in person and one (1) meeting was held virtually due to COVID-19 pandemic safety guidance and directives.

During these meetings, the ULTS-AC provided the following advice to the CPUC • Submitted budgets • Provided advice to the Communications Division on California LifeLine contractors • Reviewed and monitored program expenditures and surcharge income • Provided feedback to the call center contractors • Provided feedback to CD staff regarding changes in the California LifeLine program.

The ULTS-AC provides an important vehicle for the CPUC to receive information from interested parties who are key to the provision of the LifeLine program, service providers, consumer groups and community organizations. We remain dedicated to that goal and anticipate continuing to serve the public and the CPUC in the coming years.

Significant Program Changes During Report Periods 2018/2019 and 2019/2020

In August 2018: - the CPUC adopted Decision 18-08-027 Modifying Benefit Portability Freeze for the California Lifeline Program, which reduced the benefit freeze from 60 days to 24 hours and eliminated exceptions to the benefit portability freeze duration adopted in Decision 17-01-032.

- following the OAH final decision to deny the bid protest, the CPUC executed a contract with Maximus Human Services Inc. to act as the new third-party administrator of the California LifeLine Program between July 30, 2018 through January 29, 2021. The 6-month transitional activities began in August 2018 and will last through January 2019.

- the CPUC sponsored Lifeline Pilot Workshop in Sacramento to develop plan to implement pilot programs to increase program participation and streamline eligibility process.

In September 2018, the CPUC sponsored a follow-up Workshop on Pilots and Partnerships to discuss the framework for Boost/iFoster pilots and other potential future pilots.

In November 2018, the CPUC sponsored the California Lifeline Program Renewal Workshop to review how to increase the renewal success rate.

In December 2018, the CPUC adopted Decision 18-12-019 Establishing Criteria For Pilot Programs and Partnerships Within the California LifeLine Program.

In April 2019, the CPUC adopted D.19-04-021 authorizing LifeLine Pilot Programs for Boost Mobile, Inc. and iFoster, Inc. Boost Mobile will offer prepaid cell phone plans to approved participants at a discount, and the iFoster pilot program will provide California LifeLine discounts to foster youth.

In November 2019, the CPUC adopted Decision 19-11-008 Extending Authorization for the California LifeLine Fund to Make Up for the Loss of Federal Support for CA-Only Participants through February 28, 2020.

In February 2020: - the CPUC adopted Decision 20-02-004 Authorizing the Program Fund to Replace Federal Support for Wireline Participants, replacing the $2.00 subsidy reduction in federal support for wireline providers through November 30, 2020.

8 - the CPUC adopted Decision 20-02-042 Extending Authorization to Replace Federal Support for California-Only Participants, authorizing the California LifeLine Program fund to make-up the full amount of the federal support California-eligible LifeLine participants not eligible to receive federal lifeline subsidy. D.20-02-042 also relaxed the application of G.O. 153 Section 8.6 to allow service providers flexibility to show federal and state discounts on a combined or separate basis on lifeline participants’ bills.

- the CPUC closed Resolution 11-03-013 proceeding and opened a new proceeding, Resolution 20-02-002, to update the California Universal Telephone Service Program. The record created in R.11-03-013 will be incorporated into the D.20- 02-002 record.

In April 2020, the CPUC ordered a hold on the California LifeLine Program renewal process to align with FCC Renewal Suspension Order. This suspension has since been extended through November 30, 2020.

In March 2020, the CPUC issued Resolution T-17687 Clarifying Carrier Reimbursement for the California LifeLine Program and D.00-10-028, directing carriers that reimbursement for the LifeLine Measured Rate Service was on a per call basis, not a per minute basis.

In June 2020, the CPUC issued Resolution T-17700 providing Approval of up to $500,000 in additional funding for iFoster to distribute smartphones to Californian foster youth.

Significant Program Changes During Report Periods 2020/2021

In October 2020, the CPUC adopted Decision 20-10-006 Establishing Specific Support Amounts and Minimum Service Standards for California LifeLine and Authorizing Replacement of Federal Support for Wireline Participants. The new subsidy amounts and service standards adopted in this Decision will increase access to no-cost and low-cost mobile broadband plans that support Californians’ needs during the COVID-19 pandemic and beyond. California LifeLine participants will have new options for higher mobile data allowances and the program will also offer subsidies for wireline voice bundled with fixed broadband services. D.20-10-006 also authorized the LifeLine Fund to continue replacing $2.00 of the lost federal lifeline support on wireline plans and eliminated the wireline requirement to provide customers with the choice of measured or flat rate LifeLine service.

9 Total Approved LifeLine Subscribers in California by Carrier As Reported by Maximus Health Human Services, Inc. 2020 January February March April May June July August September October November December Carrier 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020

Wireline Carriers Astound BB (Wave) 2 2 2 2 2 2 2 2 2 2 2 2 AT&T (SBC) 183,599 181,342 179,971 179,482 179,019 177,909 176,927 175,702 174,704 173,662 172,511 171,229 AT&T Comm. 716 709 700 698 697 694 694 693 693 690 689 689 Brighthouse 94 94 95 95 97 97 98 98 99 102 103 105 Cal Ore 394 401 407 410 412 419 424 423 425 429 432 430 Calaveras 209 208 212 214 216 220 219 221 221 221 221 222 Charter 1,669 1,649 1,655 1,674 1,706 1,732 1,756 1,773 1,793 1,808 1,823 1,826 ConnectTo 2,428 2,406 2,424 2,452 2,475 2,506 2,561 2,621 2,666 2,698 2,706 2,718 Cox Comm. 12,117 11,868 11,734 11,627 11,468 11,356 11,225 11,084 10,957 10,780 10,650 10,494 Ducor 281 273 278 279 278 278 276 276 274 274 274 276 EnhancedComm 2 2 2 2 2 2 2 2 2 2 2 2 Free Choice (PCS1) 9 9 9 9 9 9 9 9 9 9 9 9 Frontier (Citizens CA) 2,421 2,388 2,363 2,365 2,358 2,348 2,339 2,323 2,303 2,288 2,267 2,237 Frontier (Global Valley) 547 537 532 534 528 523 521 519 509 494 485 479 Frontier (Golden State) 346 338 339 336 333 327 325 322 320 318 317 311 Frontier (SWWC 1) 191 193 191 191 192 191 192 191 190 192 191 192 Frontier (SWWC) 291 287 285 286 289 289 290 292 289 285 288 286 Frontier (Tuolumne) 375 371 370 369 366 364 362 361 356 355 353 350 Matrix (Vartec) ------MCI 925 908 902 897 894 892 883 870 859 851 846 833 Pinnacles 3 3 3 3 3 3 3 3 3 3 3 2 Ponderosa 573 569 572 586 594 600 607 614 598 600 608 612 Race Technologies 5 5 5 5 5 5 5 5 5 5 5 5 Sage ------Sebastian (Foresthill) 184 185 178 181 183 182 184 181 181 182 185 185 Sebastian (Kerman) 1,096 1,084 1,085 1,092 1,090 1,092 1,097 1,085 1,084 1,087 1,082 1,079 Sierra 1,661 1,654 1,652 1,685 1,712 1,743 1,759 1,767 1,766 1,762 1,762 1,767 Siskiyou 567 561 565 574 579 584 590 594 550 563 562 569 SureWest (Roseville) 1,148 1,130 1,120 1,102 1,087 1,075 1,070 1,064 1,052 1,032 1,020 994 SureWest (Televideo) 53 54 53 51 50 49 49 49 47 47 47 47 TC Telephone (1) 7,126 7,684 8,394 8,668 8,747 9,500 10,535 11,185 11,003 10,483 10,043 9,704 TC Telephone (2) ------Tcast (Blue Casa) 4,933 4,838 4,798 4,762 4,742 4,714 4,673 4,644 4,587 4,539 4,509 4,415 TDS (Happy Valley) 190 181 181 182 182 182 179 178 176 174 172 172 TDS (Hornitos) 22 20 20 20 20 21 20 20 20 20 19 19 TDS (Winterhaven) 15 15 15 16 16 15 16 15 14 15 15 14 Time Warner Cable 10,225 10,107 10,032 10,112 10,200 10,291 10,361 10,448 10,522 10,563 10,580 10,645 Frontier (fka Verizon CA) 45,980 45,175 44,755 44,593 44,260 43,956 43,641 43,310 42,904 42,519 42,150 41,677 Volcano 614 602 605 611 617 619 616 614 613 615 619 621

Subtotal 281,011 277,852 276,504 276,165 275,428 274,789 274,510 273,558 271,796 269,669 267,550 265,217

California LifeLine Wireless Carriers AirVoice Wireless dba Feel Safe Wireless 3,774 3,611 3,458 3,441 3,459 3,755 4,592 4,972 5,655 5,910 6,365 7,152 Amerimex dba SafetyNet Wireless 159,095 163,471 161,949 170,942 180,371 191,692 202,816 212,603 220,810 232,096 240,398 246,888 Assurance Wireless by Virgin Mobile 473,502 463,833 404,196 423,458 443,435 452,010 457,649 460,594 464,415 469,615 477,943 488,424 Boomerang Wireless dba enTouch Wireless 7,321 6,948 6,675 6,672 6,621 6,548 6,484 6,365 6,333 6,254 6,999 8,528 Global Connection dba Standup Wireless 39,830 42,604 42,920 43,262 44,968 49,233 55,747 62,534 68,271 75,202 81,008 86,514 iWireless dba Access Wireless 74,033 77,653 78,224 81,296 83,829 87,351 90,067 92,047 94,524 98,087 101,990 105,696 Tag Mobile 5,867 5,826 5,756 5,706 5,587 5,590 5,576 5,642 5,656 5,612 5,621 5,646 Telrite dba Life wireless 51,382 49,047 47,453 47,761 47,677 47,703 47,759 47,573 47,445 47,176 46,792 46,410 TruConnect 215,847 221,986 233,149 247,258 261,038 273,109 283,595 295,933 305,638 316,634 327,020 337,302 TracFone dba SafeLink 205,797 201,259 198,532 205,405 213,142 222,387 228,123 232,479 233,401 232,516 232,706 233,040 Blue Jay Wireless ------American Broadband and Telecommunications 17,045 20,880 25,136 29,852 32,213 36,226 40,846 45,972 51,402 56,152 58,896 61,684

Subtotal 1,253,493 1,257,118 1,207,448 1,265,053 1,322,340 1,375,604 1,423,254 1,466,714 1,503,550 1,545,254 1,585,738 1,627,284

Grand Total 1,534,504 1,534,970 1,483,952 1,541,218 1,597,768 1,650,393 1,697,764 1,740,272 1,775,346 1,814,923 1,853,288 1,892,501

COMMONWEALTH of VIRGINIA Office of the Attorney General

Mark R. Herring 202 North Ninth Street Attorney General Richmond, Virginia 23219 804-786-2071 FAX 804-225-4378

February 4, 2021

Federal Communications Commission 45 L Street NE Washington, DC 20554

Re: Verizon – TracFone Transaction - Availability of Lifeline Services to Low-Income Consumers - File No. ITC-T/C-20200930-00173

We, the undersigned Attorneys General, write to urge you to request additional information from Verizon and TracFone in order to adequately review the impacts of this proposed acquisition. The Federal Communications Commission (FCC) rightly denied the Applicants’ attempt to streamline the application process; however, the Applicants have failed to answer numerous legitimate consumer protection and equity issues since their initial application. The FCC should examine whether the acquisition of TracFone by Verizon could significantly reduce millions of Americans’ access to affordable communications services. It is imperative that the FCC thoroughly vet the proposed transaction and impose specific conditions that protect and ensure the public interest before considering approval.

Of particular concern is Lifeline. Lifeline plays a vital role in our economy by providing essential communications services to millions of low-income Americans. TracFone is one of the largest providers of Lifeline services with approximately 1.7 million low-income subscribers in 43 states and the District of Columbia. By contrast, Verizon only offers its mobile services to Lifeline customers in parts of four states. The potential for Verizon to pursue additional profits by reducing the access and/or quality of Lifeline services could shut out millions of low-income Americans from adequate communications services. Considering the fundamental role that cellular telephones play in accessing modern society and the modern economy, it is imperative that Lifeline services be protected and maintained if this transaction is approved.

11 We urge the FCC to adopt specific conditions that protect the ability of Lifeline customers to use that vital service and protect customers in the Mobile Virtual Network Operator (MVNO) marketplace. These conditions include, but are not limited to, a commitment by Verizon to provide Lifeline services to customers at an affordable rate and at a quality that is commensurate with modern standards or require that Verizon offer for a period of years, Lifeline service packages that are at least commensurate with, if not more consumer friendly than, TracFone’s existing lowest-cost Lifeline packages.

Furthermore, a vertical merger of the leading Mobile Network Operator (MNO), and the leading Mobile Virtual Network Operator in an already concentrated mobile wireless market would see the last significant MVNO integrated into a national facilities-based provider. If this resulted in a decrease in the number or quality of Lifeline offerings, that could be contrary to the public interest and could have an adverse impact on consumers and the communications industry.

We appreciate the FCC’s cautious approach to such a potentially consequential acquisition. We urge the FCC to continue this approach in requesting additional information from Verizon and TracFone and ensuring that specific conditions are adopted to protect access to Lifeline services and potential harms in the MVNO marketplace. We look forward to your response to this letter and working with you to achieve these goals.

Sincerely,

Mark R. Herring Attorney General of Virginia

Aaron D. Ford Attorney General of Nevada

Peter Neronha Attorney General of Rhode Island

Ellen F. Rosenblum Attorney General of Oregon

Keith Ellison Attorney General of Minnesota

Kathy Jennings Attorney General of Delaware

William Tong Attorney General of Connecticut

Karl A. Racine Attorney General for the District of Columbia

Letitia James Attorney General of New York

13 Dana Nessel Michigan Attorney General

Bob Fer guson vVashington State Attorney General

Maura Healey Massachusetts Attorney Gener al

Tom Miller Attorney Gener al of Iowa

Thomas J. Donovan, Jr. Vermont Attorney General

J osh Stein Nort h Carolina Attorney Gener al

Philip Weiser Colorado Attorney General

Hector Balderas New Mexico Attorney General

15 Boost/CARE Pilot Evaluation Report Communications Division, LifeLife Group March 2021

Mary Rottman and Caleb Jones

Contents Executive Summary: ...... 4 Recommendations: ...... 4 I. Introduction and Background ...... 5 A. Authorizing Decisions ...... 5 B. Pilot Design and Objectives: ...... 6 Target Market ...... 6 C. Consumer Outreach: ...... 6 Postcards ...... 6 Fresno State Connect ...... 9 Boost Mobile ...... 9 D. Boost Prepaid Plans Available to Consumers: ...... 9 II. Pilot Operations and Management: ...... 11 A. Carrier Responsibilities ...... 11 B. CPUC Operations and Management ...... 11 III. Evaluation and Analysis ...... 12 A. Authorized Budget ...... 12 B. CSU Fresno ...... 13 C. Cost Analysis ...... 14 D. Key Challenges ...... 14 a. Participant Outreach Methodology – Direct Mail ...... 14 b. Fresno State Connect ...... 15 c. Operational Complexity ...... 16 d. Sprint/T-Mobile Merger: ...... 17 e. COVID-19:...... 17 IV. Participant Behavior ...... 17 A. Plans ...... 17 B. Devices ...... 18 V. Lessons Learned: ...... 19 A. CARE Pilot...... 19 B. CARE Pilot Participants ...... 19 VI. Recommendations: ...... 19

17 APPENDIX ...... 21 Plans Offered ...... 21

Executive Summary:

The Boost/CARE Pilot launched in July 2019 and is authorized to operate until July 2021. This Evaluation Report summarizes the activities undertaken in the first year of the Boost/CARE pilot program, the data collected on pilot participation and data usage during that time, and some of the lessons that the Commission has learned and recommendations for the pilot’s future. The iFoster Pilot authorized in the same Decision will be the subject of a separate Evaluation Report.

The goal of the pilot program is to increase participation in the California LifeLine Program by underserved and unserved populations by testing new and innovative strategies and government partnerships1.

The Boost/CARE pilot is designed to meet the four goals of the pilot program2 1) lower barriers of entry and streamlining eligibility 2) Increase overall participation rate in the Program 3) encourage Program participation by Facilities Based Service Providers and participant access to widely available retail offerings in the mass communications market and 4) provide scalable solutions that may be adopted by other target markets in the future. Under the CARE Pilot, Boost Mobile offers households a discount on retail plans with features like unlimited data and family- plan discounts that are not offered by existing LifeLine carriers.

Recommendations:

1. Staff recommends the Commission conclude the CARE Pilot because it did not meet the goals of the pilot program or its stated objectives. Although the Commission gained new partnerships and tested new procedures that may prove useful elsewhere in the LifeLine Program, the Pilot did not meaningfully increase participation in LifeLine. The Pilot target participation was estimated at 350,000, however no more than 5,000-6,000 households participated in the Pilot at any time. Further, the Pilot participants were overwhelmingly pre-existing Boost customers applying discounts to the same plans they were already paying full price for before the Pilot. It is also unclear whether those households are representative of other low-income households.

1 Decision 18-12-019 2 Decision 19-04-021

19 2. We also recommend the Commission require Boost/T-Mobile to implement a detailed transition plan within 30 days from a final Commission decision. The implementation plan should include:

• Notice of termination date of the pilot. • A list of public assistance programs that qualify for the CA LifeLine program. • A link to the CA LifeLine webpage which provides customers with information of the program, eligibility criteria, and a list of LifeLine Service Providers in their service territory. • A contact number that participants can call for any questions.

Boost/T-Mobile should notice their customers with the implementation plan 30 days prior to the end date of the pilot program.

3. We also recommend the Commission Implement the following Key Elements in future pilot programs:

• Devise and distribute marketing materials from a trusted source or sources. • Plan for and establish adequate infrastructure and staffing to effectively implement categorical eligibility determination. • Streamline, and if possible, automate the collection and analysis of participant statistics. • Include in the Pilot design, a framework for the Commission to conduct regular assessments of the Pilot operations and participant satisfaction, and as needed, implement incremental changes to re-align Pilot activities with its objectives. • Consider the personnel and resource needs to implement Pilots as part of the Pilot approval process. • Pre-determine who will perform the role of the administrator and how they will be paid for their work.

I. Introduction and Background A. Authorizing Decisions

Decision (D.) 18-12-019, issued on December 13, 2018, established the criteria for pilot programs and partnerships within the California Lifeline Program. The Commission’s goal with the Program is to develop and test strategies to increase participation in the California LifeLine Program by underserved and unserved populations through pilot programs and partnerships with government agencies.

On April 25, 2019, the Commission adopted D. 19-04-021 authorizing two pilot programs: The Boost/CARE Pilot and the iFoster Pilot.

20 B. Pilot Design and Objectives: Target Market The Boost/CARE Pilot provides monthly $15 discounts on any wireless phone service from Boost Mobile to any households enrolled in the California Alternative Rates for Energy (CARE) program. The CARE program is a rate discount program authorized by CPUC decisions and supporting legislation which provides rate discounts in the range of 30-35 percent to qualifying low- income participant households on electricity bills and 20 percent on natural gas bills. Both the large investor-owned utilities (IOUs) and smaller multi-jurisdictional utilities (SMJUs) in California are required to maintain CARE or similar programs to assist qualifying low- income residents. CARE is funded by non-participating utility customers through a Public Purpose Program charge on ratepayer energy bills.

The eligibility criteria for CARE ($52,400 for a household of 4) are less restrictive than the income-eligibility criteria for LifeLine ($39,700 for a household of 4). However, the Legislature and the Commission consider CARE participants as low–income households deserving of financial support to lower the cost of their energy bills and were identified in D.18-12-019.

The Pilot is authorized to provide $15 monthly discounts on any service plan from Boost Mobile to up to 350,000 participants for up to 24 months, for a total cost of $126 million. Boost receives reimbursement for the $15 discount applied monthly to each Pilot participant’s account. Boost is not reimbursed for any operating costs.

C. Consumer Outreach: Postcards

The Boost/CARE Pilot launched in July 2019 with a postcard mailing campaign targeting over 4.3 million households receiving CARE recipients. Consumer names, addresses and counties where they lived were provided by Pacific Gas & Electric (PG&E), Southern California Edison (SCE), SoCal Gas, and San Diego Gas & Electric (SDG&E).

The Communications Division (CD) staff compiled a database of these CARE recipients and removed duplicates to avoid sending two postcards to households with different gas and electric providers. Staff created a postcard template (see Figure: 1), which informed recipients that there were other low-cost and no-cost plans available through the LifeLine Program and directed them to a website where they could learn more. The postcards also contained all the information (name, address, promotional code) that the recipient would need to show a Boost Mobile employee to sign up for the discount, and instructions on how to do so.

Staff created a .csv file for every county containing each eligible household’s name and address and a unique, randomized promotional code assigned by staff. Due to delays in the contracting process with the Office of State Publishing, staff printed and mailed the first three counties (Sonoma, Santa Barbara, and Contra Costa) themselves. Thereafter, staff sent .csv files to the Office of State Publishing, who printed each name, address, and promotional code onto a

21 postcard and mailed them out, one county at a time, as shown in Figure 1: Postcard Template, Front and Back.

22 Figure 1: Postcard Template, Front and Back

FRONT

BACK

23 Fresno State Connect

D. 19-04-021 authorized $6M to be used for CARE participant outreach. On December 19, 2019, the Commission contracted with Fresno State Connect, a call-center operated by California State University Fresno’s Office of Community and Economic Development (“Fresno”), to answer inbound calls about the Pilot and conduct marketing and outreach activities. Fresno State Connect will receive up to $800,000 to contact up to 350,000 qualified households for the Pilot. Their responsibilities include providing promotional codes to households who are eligible for the Pilot, verifying participants’ eligibility for the Pilot by receiving CARE-discounted energy bills and responding to consumer questions about the discount program. Beginning in March 2020 to December 2020, Fresno State Connect initiated 296,913 outbound outreach calls, responded to 5,041 inbound calls from participants or potential participants and initiating or responding to 4,745 texts, SMS and email messages.

Boost Mobile

Boost Mobile retail stores offered an in-person enrollment experience for CARE consumers who were interested in redeeming the promotional code they received via mail or phone call for a $15 monthly discount. Boost retail staff were trained on the Pilot program features and enrollment process from educational and training materials jointly developed by Boost and the Commission. Boost Mobile’s website contained additional information promoting and explaining the Pilot.

D. Boost Prepaid Plans Available to Consumers:

Most Pilot participants were Boost customers before the launch of the Pilot, and Boost Mobile frequently changes its offerings, it is impractical to list the details of the over 50 iterations of similar plans involved in the Boost/CARE Pilot. However, the details of the Boost Mobile plans currently available to all new and existing customers are listed below. Prices listed are Boost’s regular retail rates, before the $15/month credit is applied (so the $35/month plan would cost a Pilot participant $20/month).

• Limited Data Plans:

o $35/month: Unlimited talk and texts and 3GB of 4G LTE data per month, plus mobile hotspot functionality, using the same 3GB of 4G LTE data.

o $35-$45/month: Unlimited talk and texts and 10GB of 4G LTE data per month, plus mobile hotspot functionality using the same 10GB of 4G LTE data. Price starts at $45/month but falls to $35/month after 6 months of on-time payments.

• Unlimited Data Plans:

o $50/month: Unlimited talk and texts, 35GB of 4G LTE data, unlimited data at 2G speeds, unlimited standard definition streaming of music and videos from approved partners, 12GB of Mobile Hotspot data. o $60/month: Unlimited talk and texts, and 35GB of 4G LTE data, unlimited data at 2G speeds, unlimited high-definition streaming of music and videos from approved partners, 30GB of Mobile Hotspot data.

• Family Plan Discounts:

o $35/month + $30/additional line (up to 5): Unlimited talk and texts and 3GB of 4G LTE data, plus mobile hotspot functionality, using the same 3GB of 4G LTE data. Unlimited data at 2G speeds. o Additional lines can be added to the $50/month unlimited plan for $30/month. o Additional lines can be added to the $60/month unlimited plan for $40/month.

The plans offered and selected can be summarized as belonging to the following three groupings: Family Plans (11.4%), Individual Unlimited Plans (75.1%), and Individual Limited Plans (13.4%). Of the Family Plans, at least 54.2% had unlimited data. Staff notes that Family Plans can have up to 5 lines on a single account with a single $15 discount, and likely benefited significantly more than 11.4% of all Pilot participants. Staff also notes that only 13.4% of plans were comparable to the individual plans with limited amounts of high-speed data that are typically provided by LifeLine. Summarized consumer plan choices are shown below in Figure 2: Service Plan Choices.

25 Figure 2: Service Plan Choices

II. Pilot Operations and Management: A. Carrier Responsibilities

In addition to Boost offering a in-store enrollments, Boost assisted consumers with plan and devices selections. In the background, Boost/Sprint also provided a dedicated operations team to support and implement the discount on the consumer accounts, troubleshoot any activation or account problems and prepared for the Commission’s monthly reporting detailing consumer information about device and plan choices, data usage, and other information data upon request.

B. CPUC Operations and Management

CPUC staff provided oversight of the Pilot program and facilitated issue resolution on a variety of operational and administrative issues including:

o Overall administrator of the Pilot o Participated in bi-weekly operations and status meetings with Boost Mobile o Facilitated the administrative and operational solutions that were required of a new and dynamic program including escalated participant complaints. o Collected from and analyzed Boost and Fresno State Connect Pilot monthly and quarterly participant data. o Maintained a database of over 34 million CARE recipients, created mailing lists for the Office of State Publishing and prepared “call lists” for Fresno State Connect Call Center outreach. o Performed budget and contract management activities including reviewing and processing monthly invoices from Boost Mobile and Fresno State Connect.

26 o Reviewed, interpreted, and revised contracts as needed. o Prepared updated and ad hoc reports for the Co mmission, the ULTS-AC Committee and interested outside parties.

C. Fresno Responsibilities

In addition to Participant outreach, CSU Fresno is responsible for the Boost/CARE Pilot eligibility verification. The CPUC staff prepares a list of the consumers that are eligible for the promotional discount.

CSU Fresno (or CPUC staff) asks for a photo or a copy of a participant's energy bill showing the CAR E discount. CSU Fresno checks eligibility for all of the consumers in the consumer list that the CPU C provides, by requesting a photo or copy of a consumer's energy bill showing the CARE discount. The eligibility verification function may also be performed by CPUC staff. CSU Fresno (a nd CPUC staff) retains all of the documentation that the consumer provides.

Ill. Evaluation and Analysis

A. Authorized Budget

The budget for the Pilot included the estimated cost for: 1) reimbursi ng Boost for a $15 monthly discount on participant plans 2) CPU C to produce and mail promotional code postcards to CARE participants and 3) a contract with CSU Fresno for call center outreach activities. Figure 3: Boost/CARE Pilot Budget vs Actual Expenses - July 2019 to August 2020 lists the budget, expense, and remaining budget for Boost Mobile, CSU Fresno and CPUC activities.

Figure 3: Boost/ CARE Pilot Budget vs Expenses

Boost/ CARE Pilot Budget vs Actual Expenses July 2019 to August 2020

Expense Item Budget Expense Remaining Budget Out reach $ 6,000,000 $ 2,379,127 $ 3,620,873 Postcards & Mailing $ 5,200,000 $ 2,060,000 $ 3, 140,000

CSU Fresno $ 800,000 $ 319, 127 $ 480,873 Boost/Mobile Claims $ 126,000,000 $ 701,790 $ 125,298,210 Total Operating Expenses $ 132,000,000 $ 3,080,917 $ 128,919,083

The CPUC budgeted $6,000,000 for the production and mailing of the promotional code postcards to the CARE target population and for CSU Fresno ca ll center activities. $2,060,000 was

27 spent on postcard production and mailing. There was no additional cost for energy utilities' activities related to sharing consumer data. 3

B. CSU Fresno

CSU Fresno call center executed a 12-month $800,000 contract with the Commission in August 2019, but work did not begin until January 2020. As of August 1, 2020, total expenditures were $319,127. The contract was scheduled to end on February 1, 2021 but was extended until the end of June 2021 or until the funds are used, which-ever is earlier. The remaining budget balance for all Outreach activities as of August 1, 2020 is $3,620,873.

The Pilot is authorized to provide discounts on Boost Mobile service plans to up to 350,000 CARE consumers for up to 24 months, for a total cost of $126 million . Boost is reimbursed $15 per month for each active service plan. Boost is not reimbursed for their operational costs to implement the Pilot program. Expenses for Boost Mobile for the first year of the Pilot from July 2019 to August 2020 was $701, 790. The remaining budget ba lance as of August 1, 2020 was $125,298,210.

As shown in figure 4: Pilot Participants vs Boost Claims, participation in the Pilot was much lower than projected which reduced the amount spent on participant subsidies. As a result, less than $1 million of the $125 million Boost subsidy budget was spent.

Figure 4: Pilot Participants vs Boost Claims

Pilot Participants vs Boost Claims

- Cla im - Participants

$90,000

$80,000

$70,000

$60,000

$50,000

$40,000

$30,000

$20,000

$10,000 5074 $-

3 D. 19-04-021 see 3.1.2 Boost Pilot Program Budget

C. Cost Analysis

The Decision projected up to 350,000 consumers would participant in the program. However, at the end of the first 12 months in August of 2020, participation was only 1.3% (4,507 consumers) of the expected target population.

For the first year of the Pilot, the combined expense of the Boost Mobile discount reimbursement and Outreach activities was $3,080,917. Using the August 2020 participation rate of 4,507, the average cost per participant was $684.

D. Key Challenges a. Participant Outreach Methodology – Direct Mail

Comments received by call center representatives, Boost employees, and Commission staff indicated the postcard and supporting website created by the Commission failed to persuade consumers of the legitimacy of the Pilot program.

Staff mailed over 3 million postcards during the seven months between July of 2019 and January of 2020, however response to the direct mail marketing was and remains low. Activation of the discount offer peaked at 5,485 accounts per month and continues to decline. As shown below in Figure 5: Postcards Mailed by Month (all counties) 2019 -2010 and Figure 6: Postcards Mailed by County by Month 2019 – 2020, The highest number of postcards sent were in October 2019 (approximately 1.7 million) and of those, more than 1.2 million postcards were sent to Los Angeles County. Figure 5: Postcards Mailed by Month (all counties) 2019 - 2020

29 Figure 6: Postcards Mailed by County by Month 2019 -2020

b. Fresno State Connect

Fresno State Connect participant outreach and support services were delayed for five months after the launch of the Pilot until January 2020 limiting participant access to Pilot outreach and support services.

Staff visited Fresno and began developing a contract in June of 2019. Unfortunately, due to delays in the contracting process, work could not begin until January of 2020. During the intervening months, Pilot participants could not call for help, and emails to staff about enrolling in the Pilot were not responded to in a timely fashion.

Although Fresno State Connect made 137,160, outbound calls between March 2019 and July of 2020, as well as 2,738 inbound calls, 2,3767 texts, and 924 emails, the response rate to the Boost/CARE Pilot marketing effort remains very low and well below the 350,000 authorized target population. Participation continues to decline, averaging less than 5,000 per month as shown in Figure 7: CARE Pilot Participation by Month 2019-2020.

30 Figure 7: CARE Pilot Participation by Month 2019 - 2020

c. Operational Complexity

Another challenge was that the Pilot was difficult to administer and required at least 1.25 person years to perform a variety of tasks, including.

• Secure collection, database management and distribution of CARE customer data from the utility IOUs for participant outreach postcard mailings and to populate the Fresno call center data base for making consumer outreach calls. • Participant eligibility verification by the Fresno call center or the Commission requesting a copy of the consumer’s energy bill showing the CARE discount. • Troubleshooting consumer issues/problems – typically related to a consumer never receiving the $15 discount or the discount “falling off” a consumers account for no obvious reason. • Investigating or reinstating consumer discounts. When a consumer reported they never received or stopped receiving a discount after redeeming a $15 promotional code, the Fresno call center or the CPUC staff would first, verify the consumer was eligible for the discount by confirming they were a CARE participant second, communicate the consumer information and issue to the Boost operations staff and lastly, maintaining a spreadsheet with a status of all escalated consumer issues relayed to Boost or the CPUC staff, and confirm the issue was resolved. • Boost Operations Coordination • Reviewing Boost monthly and quarterly consumer reports on usage, device choices, churn rate and other statistics. • Preparing analysis of and recommendations for Decision modifications

31 • Processing and monitoring monthly invoices for payments to Boost and CSU Fresno

d. Sprint/T-Mobile Merger:

In April 2020, Sprint and T-Mobile merged to create New T-Mobile and created additional operational challenges. One of the merger conditions imposed by the FCC and federal Department of Justice was that Sprint divest itself of Boost Mobile, by selling the brand and its customers to DISH, which is expected to become a new facilities-based competitor. The Commission requested and received an exemption from this divestiture for the Pilot in order to maintain seamless continuity for program participants. As a result, Pilot participants were kept on the Sprint network, which meant that their devices continued to function, uninterrupted, throughout the transition and pandemic. However, the Boost staff that had been working on the pilot were replaced with new staff from T-Mobile and DISH, and it took time to train them on the new and existing processes.

Also, when many of the Boost retail stores re-opened in the summer of 2020, it appeared they were no longer receiving updated and clear information about the Pilot procedures and their role in signing up Pilot participants. This created confusion for potential participants and reduced participation rates.

e. COVID-19:

The COVID-19 pandemic also affected participation rates. In response to the pandemic, most Boost retail stores were temporarily closed and consumer outreached and enrollment was transferred to the Fresno call center. Although participants could learn about the Pilot and redeem their discount by phone, it limited the ability to evaluate the benefit of an in-person enrollment experience. As a result, staff is not able to evaluate whether in-person, in-store enrollments improved participation rates in the LifeLine program.

IV. Participant Behavior

In addition to evaluating the success of the pilot, staff noted several trends specifically related to participant wireless plans and device preferences. Based on the behavior of the 5,000 – 6,000 participants in the CARE pilot, below is a summary of their preferences. Staff notes however, that the trends identified are based on a small segment of the CARE population and may not be reflective of the majority of LifeLine participants.

A. Plans

Approximately 89.6% of subscribers were existing Boost customers who applied the promotional $15 discount to reduce the cost of plans that they had already been paying the full price for before receiving the discount offer. 10.4% were new Boost customers. Staff calculates that over 80% of all plans, family and individual, had unlimited data.

32 The Commission received anonymized usage data for talk, text, and data for the Pilot participants from Boost. On average, participants sent 457 texts per month, while the median participant sent 307 texts per month. On average, participants used 1,000 voice minutes per month, while the median participant used 696 voice minutes per month. For data usage, on average, consumers used 10GB of data per month, but this result is skewed by a small number of consumers using 100-250GB of data per month. The median participant used closer to 4GB of data, even on unlimited plans.

B. Devices

Of the participants, almost 95% of Pilot participants purchased new devices, and less than 5% of the participants brought their own devices. Less than 1% of participants bought refurbished devices. For the devices currently available on Boost Mobile’s website, most handsets purchased cost at least $352. For older devices no longer available through Boost Mobile, the average cost to replace the device with a new, unlocked phone on Amazon.com would be $189.4 Although this cannot necessarily be generalized to other populations, the data show that the Boost Pilot participants were willing to pay hundreds of dollars for new devices. As shown on figure 8 - Handset Brands, participants overwhelmingly chose iPhones, Samsung Galaxies, and LG Stylos. Staff notes that although these devices were new to the consumer, they were usually not the latest generations of their respective brands – for example, most iPhones were iPhones 6 and 7.

Figure 5: Handset Brands by Participants

4 These are staff’s own calculations. Staff recorded the advertised price of devices currently available on Boost Mobile’s online store. For devices that Boost no longer sells, staff recorded the price of a new, unlocked version of the device sold on Amazon.com. Staff assumes that the older devices that cost an average of $189 today would have been more expensive at the time that they were purchased, due to the tendency of consumer electronics to decline in price overtime.

33 V. Lessons Learned: A. CARE Pilot

• Roughly 90% of Pilot participants were pre-existing Boost customers.

• Participation rates were very low, and staff theorizes that the following may have been contributing factors:

o Inability to effectively implement Discounts which were “falling off” accounts early in the process, and inability of Boost/Sprint to resolve this issue. o Unsolicited direct mail typically has a low response rate. o The postcards and websites created by the Commission may have been insufficient to persuade consumers of the Pilot’s legitimacy, given that the Pilot was an unconventional public-private partnership. o A 6-month evaluation may have focused attention on the low response rate early in the program and offer recommendations to resolve the problem.

B. CARE Pilot Participants

• Family plans are a common and desirable feature in the wireless market, especially for low-income households, and should be introduced to the LifeLine Program.

• Despite encouraging consumers to choose the cheapest plan that met their needs, over 80% of customers paid extra for unlimited data on their plans.

New smartphones are important to consumers, including the low-income population that LifeLine seeks to serve. On average, participants spent $189-$352 on their devices, far exceeding the value of the devices LifeLine carriers provide, or the least expensive devices available from Boost.

VI. Recommendations: 1. Pursuant to D. 19-04-021, we recommend the Commission conclude the CARE Pilot because it did not meet the goals of the pilot program or its stated objectives. Although the Commission gained new partnerships and tested new procedures that may prove useful elsewhere in the LifeLine Program, the Pilot did not meaningfully increase participation in LifeLine. The Pilot’s goal was 350,000 participants however, no more than 5,000-6,000 households participated in the Pilot at any time. Further, the Pilot participants were overwhelmingly pre-existing Boost customers applying discounts to the same plans they were already paying full price for before the Pilot. It is also unclear whether those households are representative of other low-income households.

34 2. We also recommend the Commission require Boost/T-Mobile to implement a detailed transition plan within 30 days from a final Commission decision. The implementation plan should include:

3. Additionally, we recommend the Commission Implement the following Key Elements in future pilot programs:

• Devise and distribute marketing materials from a trusted source or sources. • Plan for and establish adequate infrastructure and staffing to effectively implement categorical eligibility determination. • Streamline and if possible, automate the collection and analysis of participant statistics. • Include in the Pilot design, a framework for the Commission to conduct regular assessments of the Pilot operations and participant satisfaction and as needed, implement incremental changes to re-align Pilot activities with its objectives. • Consider the personnel and resource needs to implement Pilots as part of the Pilot approval process. • Pre-determine the role of the administrator, and how they will be paid for their work.

APPENDIX Plans Offered

36 TracFone Wireless, Inc. (“TracFone”) and América Móvil, S.A.B. de C.V. (“América Móvil”) SUPPLEMENTAL Response to Public Advocates Office Data Request – América Móvil and TracFone - SBB – 002

Note: An initial response was submitted February 12, 2021 containing the below General Objections, Reservation of Rights, and Confidential Information sections, as well as Responses and Objections to all Questions except Question 11. This supplemental response reproduces the initial response in all material respects and also includes a reference to the attachment to Question 11.

GENERAL OBJECTIONS

Public Advocates Office submits a list of instructions that it would require TracFone and América Móvil to follow in responding to the data requests. But propounding parties are not entitled to compliance with such instructions, and TracFone and América Móvil’s voluntary compliance with some or all of the instructions should not be construed as consent to such a requirement and is not a waiver of Applicants’ right to ignore such instructions. See, e.g., CCP § 2030.060 (“No preface or instruction shall be included with a set of interrogatories.”). TracFone and América Móvil further object to the instruction that the data requests shall be deemed continuing in nature. TracFone and América Móvil have no obligation to follow this instruction. See, e.g., CCP § 2030.060(g) (“An interrogatory may not be made a continuing one so as to impose on the party responding to it a duty to supplement an answer.”). Accordingly, TracFone and América Móvil object to each and every instruction submitted with each Data Request.

1. TracFone and América Móvil object to the Data Requests to the extent that all or any of them, when read in conjunction with the instructions and definitions contained therein, call for the production of information that TracFone and América Móvil do not maintain in their possession, custody, or control, or in the requested format.

2. TracFone and América Móvil object to the Data Requests to the extent that all or any of them, when read in conjunction with the instructions and definitions contained therein, seek information from all subsidiaries and affiliates of TracFone and América Móvil, including those operating outside California. TracFone and América Móvil limit their responses to data (1) pertaining directly to the Transaction (as defined in A.20-11-001) between Verizon and América Móvil and (2) in the possession, custody or control of TracFone and América Móvil.

3. TracFone and América Móvil object to the Data Requests to the extent that all or any of them, when read in conjunction with the instructions and definitions contained therein, call for the production of information related to matters, including services, products or technology, that are beyond the California Public Utilities Commission’s jurisdiction.

4. TracFone and América Móvil object to the Data Requests to the extent that all or any of them, when read in conjunction with the instructions and definitions contained therein, seek information that is confidential or proprietary to a customer, carrier, or other third

37 party and that TracFone and América Móvil have an obligation to safeguard from disclosure.

5. TracFone and América Móvil object to the Data Requests to the extent that all or any of them, when read in conjunction with the instructions and definitions contained therein, seek confidential and proprietary materials relating to TracFone’s and América Móvil’s customers or business practices whose probative value in this proceeding is substantially outweighed by the risk of prejudice or other potential harm to TracFone and América Móvil.

6. TracFone and América Móvil object to the Data Requests to the extent that all or any of them, when read in conjunction with the instructions and definitions contained therein, are inconsistent with California Code of Civil Procedure § 2030, which prohibits the use of data requests that are continuing in nature so as to impose on the party responding to it a duty to supplement an answer to it that was initially correct and complete with later acquired information.

7. TracFone and América Móvil object to all instructions and definitions to the extent that they purport to impose on TracFone and América Móvil any obligations greater than those provided by the applicable Rules and Decisions of the California Public Utilities Commission (CPUC), the California Code of Civil Procedure or Evidence Code, and any other statutes, orders, rules or laws governing the proper scope and extent of discovery in California and this proceeding.

8. TracFone and América Móvil object to the Data Requests to the extent such requests may call for information that is exempt from discovery by virtue of the attorney-client privilege, the attorney work product doctrine, or any other applicable privileges or doctrines. Any inadvertent disclosure of such privileged documents or information shall not be deemed to be a waiver of the attorney-client privilege, work product doctrine, or other applicable privileges or doctrines.

9. TracFone and América Móvil object to the Data Requests to the extent that they seek confidential and/or proprietary information.

10. TracFone and América Móvil object to the Data Requests to the extent that they are vague and ambiguous.

11. TracFone and América Móvil object to the Data Requests to the extent that they are cumulative or duplicative.

12. TracFone and América Móvil object to the Data Requests to the extent that they are overbroad, unduly burdensome, and/or seek information that is neither relevant to this proceeding nor reasonably calculated to lead to the discovery of admissible evidence.

13. TracFone and América Móvil object to the Data Requests to the extent that they call for legal conclusions.

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14. TracFone and América Móvil object to the Data Requests to the extent that they are argumentative.

15. TracFone and América Móvil object to the Data Requests to the extent that they call for a special study.

16. TracFone and América Móvil object to the Data Requests on the basis that they call for speculation and/or conjecture.

17. TracFone and América Móvil object to the Data Requests to the extent that they seek information in the public domain.

18. TracFone and América Móvil object to the Data Requests to the extent that they seek information that is as readily available to the requesting party as it is to TracFone and América Móvil.

RESERVATION OF RIGHTS

Any information or materials provided in response to this data request shall be without prejudice to TracFone’s and América Móvil’s right to object to the admissibility of such evidence, or its right to object to further discovery of documents, other information, or materials relating to the same or similar subject matter upon any valid ground. TracFone and América Móvil reserve the right to interpose further objections at the time of producing data or documents or to withdraw any objection interposed herein.

CONFIDENTIAL INFORMATION

TracFone and América Móvil may produce information or documents designated as confidential or proprietary. TracFone and América Móvil produce these documents pursuant to, and subject to the protections from disclosure afforded by, California Public Utilities Code § 583 and General Order 66-D.

DATA REQUESTS

Retail Wireless Services

1. In an excel spreadsheet, specify all the Retail Wireless Services or Plans (“service/plan”) that TracFone offered in California in 2020. For each service/plan, provide in the excel spreadsheet information including: a. Service/plan name. b. Name of TracFone’s brand that offers the service/plan. c. Whether the service/plan is prepaid, postpaid, or other. If the service/plan falls in the ‘other’ category, please provide a short, written description of this category. d. Whether the service/plan is available for California LifeLine customers.

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39 12. In an excel spreadsheet, provide, separately for each year from 2017-2020, TracFone’s mobile network capacity in California that You purchased on a wholesale basis from each of the following companies: a. Verizon Communications Inc. or one of its subsidiaries. b. T-Mobile Inc. or one of its subsidiaries. c. AT&T Inc. or one of its subsidiaries. d. Other facilities-based providers (please identify). e. Other Mobile Virtual Network Aggregators (please identify).

TracFone Response/Objection: TracFone objects to this request to the extent that it seeks highly confidential and proprietary information.

Subject to and without waiver of its objections, TracFone responds as set forth in “TRAC00013_CONFIDENTIAL LAWYERS ONLY – Cal Advocates Office Data Request – TracFone Response No. 12,” submitted herewith.

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40 TRAC00037 41

DECLARATION OF TRACFONE REGARDING CONFIDENTIALITY OF

FINANCIAL AND WIRELESS BUSINESS INFORMATION

I, Richard Salzman, declare as follows:

On February 12, 2021 and February 13, 2021, TracFone Wireless, Inc. (“TracFone”) submitted data in response to the January 27, 2021 data request (DR-SBB-002) from the California Public Utilities Commission (“Commission”) Public Advocates Office (“PAO”). TracFone’s response includes highly sensitive and confidential financial and business information related to various categories of information, including the following:

 The number of California subscribers to TracFone’s retail services/plans. (Response to Question 1, Row 18)

 Information about the wholesale services that TracFone purchases from Mobile Network Operators (“MNOs”), including the names of the product/service; description of services; speeds; price for the service; terms and conditions; and capacity purchased. (Responses to Questions 11-12)

 Information about the demographics and target market/customers for TracFone’s plans and brands. (Responses to Questions 13-15)

 The number of TracFone customers who do not have a device compatible with Verizon’s network and who reside outside Verizon’s service territory. (Responses to Questions 18-19)

 Information about the geographic areas in which TracFone provides California LifeLine service. (Response to Question 20)

 Information about the number of California customers with 5G compatible devices and with access to 5G networks, separately for each facilities-based network provider that offers such a network. (Responses to Questions 25-26)

As Executive Vice President and General Counsel of TracFone, I submit this declaration in support of confidential treatment of this information.

TracFone seeks confidential treatment of the information at issue in the responses pursuant to General Order (“GO”) 66-D and Public Utilities Code section 583 because the

material includes information that is sensitive and confidential trade secrets, and the public interest in non-disclosure outweighs the public interest in disclosure. Cal. Gov. Code § 6255.

The Confidentially Marked Information is Prohibited from Disclosure by State Law Government Code section 6254(k) establishes that records are exempt from disclosure where they are prohibited by federal or state law from disclosure, including but not limited to privileges under the Evidence Code. The Evidence Code recognizes that the owner of trade secrets has the privilege to prevent another from disclosing trade secrets. Cal. Evid. Code § 1060.

Under the California Trade Secrets Act, Civil Code section 3426 et seq., information, including a “formula, pattern, compilation, program, device, method, technique, or process” that derives “actual or potential” independent economic value from not being generally known to the public and is the subject of reasonable efforts to maintain its secrecy qualifies for trade secret protection. Cal. Civ. Code § 3426.1(d).

The materials provided in response to PAO Data Request SBB-002 include highly proprietary information that could be used by a competitor in developing its network or marketing strategy and to gain a significant competitive advantage against TracFone. See Whyte v. Schlage Lock Co., 101 Cal. App. 4th 1443, 1456 (2002) (protecting such strategic documents where “information would be valuable if known by a competitor because it would allow the competitor to predict and counter” defendant’s “marketing strategy, plans, and techniques”); Timken Co. v. U.S. States Customs Serv., 491 F. Supp. 557, 560 (D.D.C. 1980) (observing that release of materials disclosing marketing plans would allow competitors to modify their own marketing strategy and selectively underprice the competitor to “cause substantial competitive harm”). In addition, some of the data is recognized as confidential under federal law.

Specifically, disclosure of the marked information would significantly and adversely affect TracFone’s competitive position in various ways:

 Data about the number of California customers subscribed to certain TracFone retail services/plans is highly sensitive and proprietary information that a competitor could use to develop similar plans and/or to develop a marketing strategy to lure customers away. (Response to Question 1, Row 18)

 Information about the wholesale services that TracFone purchases from MNOs could significantly and unfairly benefit competitors in negotiating wholesale arrangements with MNOs, and implicates the confidentiality interests of those MNOs. (Responses to Questions 11-12)

 A competitor could assess information about the demographics and target market/customers for TracFone’s plans and brands to develop its own marketing strategies and plans that target these customers. (Responses Questions 13-15)

 The number of TracFone’s customers who do not have a device compatible with Verizon’s network and who reside outside Verizon’s service territory would

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provide competitors with information about how many customers are on the networks of providers other than Verizon and significantly and unfairly aid them in developing retail offerings and marketing strategies. (Responses to Questions 18-19)

 Information about the geographic areas in which TracFone provides California LifeLine service would significantly and unfairly provide competitors with information that would aid them in developing retail offerings and marketing strategies. (Response to Question 20)

 Information about the number of California customers with 5G compatible devices and access to 5G networks would significantly and unfairly provide competitors with information that would aid them in developing retail offerings and marketing strategies. (Responses to Questions 25-26)

The information described herein is not ordinarily available to the public, and TracFone has maintained reasonable secrecy efforts with regard to the material. See, e.g., In re Providian Credit Card Cases, 96 Cal. App. 4th 292, 308 (2002) (recognizing the importance of stamping documents as confidential in protecting trade secret status); Morlife, Inc. v. Perry, 56 Cal. App. 4th 1515, 1521 (1997) (finding “reasonable efforts to maintain the secrecy” of trade secret information “by limiting circulation” of information); U.S. Surgical Corp. v. Origin Medsystems, Inc., 27 U.S.P.Q.2d (BNA) 1526, 1530 (N.D. Cal. 1993) (protecting information as trade secret where it was only disclosed in confidential setting).

Financial information such as that at issue in this Declaration has been routinely recognized as confidential by the Commission in various acquisition and merger cases. See D.12-12-02, 2002 Cal. PUC LEXIS 852, at *11, Ordering Para. 4 (granting motion to file under seal financial details and acquisition agreement, which were claimed as trade secrets); D.17-11- 026, 2017 Cal. PUC LEXIS 523, at *21 (granting motion to file under seal financial information such as balance sheets); see also Cal. Gov. Code § 6254.15 (“Nothing in this chapter shall be construed to require the disclosure of . . . corporate financial records”).

In addition, the number of customers or connections that a provider serves also has been routinely recognized as confidential by the Commission on multiple occasions. See D.00-06- 079; 2000 Cal. PUC LEXIS 645, at *35. Moreover, the Federal Communications Commission recognizes the “legitimate confidentiality interests” in the number of access lines (connections) data submitted in Form-477s, and adopted rules and procedures allowing companies to designate the data as confidential. See Modernizing the FCC Form 477 Data Program, 28 FCC Rcd. 9887, 9920-25 ¶¶ 78-87 (2013) (“2013 Form 477 Order”); 47 C.F.R. §§ 1.7001(d)(2)-(3), 0.459.

It is Not in the Public Interest to Disclose the Materials The public interest in nondisclosure of the information also outweighs the public interest in disclosure of the materials. Cal. Gov. Code § 6255. As noted above, the material includes information that could be used by competitors to gain a competitive advantage, in violation of policies recognized in the Government Code and California Trade Secrets Act.

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Disclosure of the confidential information would provide little benefit and would harm the public interest by affecting companies’ decisions to operate under a regulatory framework in which they may not be able to protect their trade secrets and proprietary information.

Therefore, on balance, the public interest in nondisclosure of the materials outweighs the public interest in disclosure of the documents. For the reasons cited, the Commission should not require or permit disclosure to the public any of the information marked as confidential.

Pursuant to section 3.2(d) of GO 66-D, the following individuals should be contacted by the Commission regarding the potential release of information by the Commission per section 5 of GO 66-D:

Daniel K. Alvarez Mia Guizzetti Hayes Willkie Farr & Gallagher LLP 1875 K Street, N.W. Washington, DC 20006-1238 [email protected] [email protected] (202) 303-1000

I declare on information and belief that the information provided herein is true and correct and on that basis so affirm.

Executed this 13th day of February 2021 at Miami, Florida.

/s/ Richard Salzman______

Richard Salzman

- 4 - 45 CONFIDENTIAL AND PROPRIETARY LAWYERS ONLY - Subject to California Public Utilities Code § 583 and General Order 66-D

46 CONFIDENTIAL AND PROPRIETARY LAWYERS ONLY - Subject to California Public Utilities Code § 583 and General Order 66-D

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47 CONFIDENTIAL AND PROPRIETARY LAWYERS ONLY - Subject to California Public Utilities Code § 583 and General Order 66-D

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48 CONFIDENTIAL AND PROPRIETARY LAWYERS ONLY - Subject to California Public Utilities Code § 583 and General Order 66-D

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49 CONFIDENTIAL AND PROPRIETARY LAWYERS ONLY - Subject to California Public Utilities Code § 583 and General Order 66-D

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50 CONFIDENTIAL AND PROPRIETARY LAWYERS ONLY - Subject to California Public Utilities Code § 583 and General Order 66-D

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51 TRAC00297 52

DECLARATION OF TRACFONE REGARDING CONFIDENTIALITY OF

FINANCIAL AND WIRELESS BUSINESS INFORMATION

I, Richard Salzman, declare as follows:

On March 3, 2021, TracFone Wireless, Inc. (“TracFone”) submitted data in response to the February 24, 2021 Data Request (DR-SBB-004) from the California Public Utilities Commission (“Commission”) Public Advocates Office (“PAO”). TracFone intends to submit a supplemental response to the PAO as soon as possible. TracFone’s response submitted on March 3, 2021 and its forthcoming supplemental response include highly sensitive and confidential financial and business information related to various categories of information, including the following:

 The number of California subscribers to TracFone’s retail services/plans and TracFone’s retail revenues. (Response to Question T-4-2)

 Information about the wholesale services that TracFone purchases from Mobile Network Operators (“MNOs”), including the number of retail connections being served by each wholesale provider, dollar amounts paid to each wholesale provider, wireless network protocols being used by each wholesale provider, and, for wholesale services being furnished by providers other than Verizon, whether the wireless handsets being used by TracFone customers are compatible with the Verizon wireless network. (Response to Question T-4-3)

 Information about the third party retail channels through which TracFone offers services and handsets. (Responses to Questions T-4-4, T-4-10(a)-(b), T-4-10(d)-(f), and T-4-11)

 The California revenues for the affiliates and subsidiaries of América Móvil. (Response to Question T-4-5)

 Detailed information about all of the handsets TracFone offers, including whether purchase of the plan is necessary, compatibility with Verizon’s network, and whether the handsets are “locked” or “unlocked” for use on other MNOs’ networks. (Responses to Questions T-4-7(b), T-4-8, and T-4-9)

 Information about the competitive challenges TracFone faces and the ways in which the transaction will allow TracFone to overcome these challenges. (Response to Questions T-4-14 and T-4-15(c))

 The amount that TracFone pays Verizon for network access. (Response to Question T-4-15(a))

As Executive Vice President and General Counsel of TracFone, I submit this declaration in support of confidential treatment of this information.

TracFone seeks confidential treatment of the information at issue in the responses pursuant to General Order (“GO”) 66-D and Public Utilities Code section 583 because the material includes information that is sensitive and confidential trade secrets, and the public interest in non-disclosure outweighs the public interest in disclosure. Cal. Gov. Code § 6255.

The materials provided in response to PAO Data Request SBB-004 include highly proprietary information that could be used by a competitor in developing its network or marketing strategy and to gain a significant competitive advantage against TracFone. See Whyte v. Schlage Lock Co., 101 Cal. App. 4th 1443, 1456 (2002) (protecting such strategic documents where “information would be valuable if known by a competitor because it would allow the competitor to predict and counter” defendant’s “marketing strategy, plans, and techniques”); Timken Co. v. U.S. States Customs Serv., 491 F. Supp. 557, 560 (D.D.C. 1980) (observing that release of materials disclosing marketing plans would allow competitors to modify their own marketing strategy and selectively underprice the competitor to “cause substantial competitive harm”). In addition, some of the data is recognized as confidential under federal law.

Specifically, disclosure of the marked information would significantly and adversely affect TracFone’s competitive position in various ways:

 Data about the number of California customers subscribed to certain TracFone retail services/plans and information about the amount that TracFone pays Verizon for network access is highly sensitive and proprietary information that a

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competitor could use to develop similar plans and/or to develop a marketing strategy to lure customers away. (Responses to Question T-4-2 and T-4-15(a))

 Information about TracFone’s retail sales channels could give competitors valuable information about where and how to market their services in certain locations and/or via certain channels. (Responses to Questions T-4-4, T-4-10(a)- (b), T-4-10(d)-(f), and T-4-11)

 Revenue information is highly confidential data that could provide competitors with information about TracFone’s relative market strength and inform competitors on marketing strategies with which to compete against TracFone. (Response to Question T-4-5)

 Information about all of the handsets TracFone offers and the terms and conditions on which they are offered is proprietary information that a competitor could use to develop similar offerings and/or to develop a marketing strategy to lure customers away. (Responses to Questions T-4-7(b), T-4-8, and T-4-9)

 Information about the competitive challenges TracFone faces and the ways in which the transaction will allow TracFone to overcome these challenges would provide competitors with highly proprietary, valuable information about América Móvil’s business plans, its assessments of the relative strengths and weaknesses of competitors, and its current strategies that led to the proposed acquisition of TracFone by Verizon. (Responses to Questions T-4-14 and T-4-15(c))

- 3 - 55 such as balance sheets); see also Cal. Gov. Code § 6254.15 (“Nothing in this chapter shall be construed to require the disclosure of . . . corporate financial records”).

Pursuant to section 3.2(d) of GO 66-D, the following individuals should be contacted by the Commission regarding the potential release of information by the Commission per section 5 of GO 66-D:

Daniel K. Alvarez Mia Guizzetti Hayes Willkie Farr & Gallagher LLP 1875 K Street, N.W. Washington, DC 20006-1238 [email protected] [email protected] (202) 303-1000

- 4 - 56 I declare on information and belief that the information provided herein is true and correct and on that basis so affirm.

Executed this 3rd day of March 2021 at Miami, Florida.

/s/ Richard Salzman______

Richard Salzman

- 5 - 57 CONFIDENTIAL AND PROPRIETARY LAWYERS ONLY - Subject to California Public Utilities Code § 583 and General Order 66-D TracFone Wireless, Inc. (“TracFone”) and América Móvil, S.A.B. de C.V. (“América Móvil”) Response to Public Advocates Office Data Request – América Móvil and TracFone - SBB – 005

GENERAL OBJECTIONS

58 CONFIDENTIAL AND PROPRIETARY LAWYERS ONLY - Subject to California Public Utilities Code § 583 and General Order 66-D customers or business practices whose probative value in this proceeding is substantially outweighed by the risk of prejudice or other potential harm to TracFone and América Móvil.

9. TracFone and América Móvil object to the Data Requests to the extent that they seek confidential and/or proprietary information.

10. TracFone and América Móvil object to the Data Requests to the extent that they are vague and ambiguous.

11. TracFone and América Móvil object to the Data Requests to the extent that they are cumulative or duplicative.

13. TracFone and América Móvil object to the Data Requests to the extent that they call for legal conclusions.

14. TracFone and América Móvil object to the Data Requests to the extent that they are argumentative.

15. TracFone and América Móvil object to the Data Requests to the extent that they call for a special study.

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59 CONFIDENTIAL AND PROPRIETARY LAWYERS ONLY - Subject to California Public Utilities Code § 583 and General Order 66-D

16. TracFone and América Móvil object to the Data Requests on the basis that they call for speculation and/or conjecture.

17. TracFone and América Móvil object to the Data Requests to the extent that they seek information in the public domain.

18. TracFone and América Móvil object to the Data Requests to the extent that they seek information that is as readily available to the requesting party as it is to TracFone and América Móvil.

RESERVATION OF RIGHTS

CONFIDENTIAL INFORMATION

DATA REQUESTS

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60 CONFIDENTIAL AND PROPRIETARY LAWYERS ONLY - Subject to California Public Utilities Code § 583 and General Order 66-D

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61 CONFIDENTIAL AND PROPRIETARY LAWYERS ONLY - Subject to California Public Utilities Code § 583 and General Order 66-D

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DECLARATION OF TRACFONE REGARDING CONFIDENTIALITY OF FINANCIAL AND WIRELESS BUSINESS INFORMATION

I, Richard Salzman, declare as follows:

On March 5, 2021, TracFone Wireless, Inc. (“TracFone”) submitted data in response to the February 26, 2021 Data Request (DR-SBB-005) from the California Public Utilities Commission (“Commission”) Public Advocates Office (“PAO”). TracFone’s response submitted on March 5, 2021 includes highly sensitive and confidential financial and business information related to various categories of information, including the following:

 Information about the demographics and target market/customers for TracFone’s plans and brands and TracFone’s marketing strategies. (Responses to Questions T-5- 1, T-5-2, T-5-3)

 The numbers of TracFone’s California Lifeline and non-Lifeline customers and other types of subscribers to TracFone’s retail services/plans. (Responses to Questions T- 5-6, T-5-7, T-5-8)

 Information about TracFone’s internal proprietary business operations and processes, including the number, type, and source of customer complaints that TracFone receives, the ways in which TracFone monitors and maintains customer satisfaction, and the ways in which TracFone tracks the service quality of the wholesale service it purchases from MNOs. (Responses to Questions T-5-10 through T-5-17)

As Executive Vice President and General Counsel of TracFone, I submit this declaration in support of confidential treatment of this information.

63 public and is the subject of reasonable efforts to maintain its secrecy qualifies for trade secret protection. Cal. Civ. Code § 3426.1(d).

Specifically, disclosure of the marked information would significantly and adversely affect TracFone’s competitive position in various ways:

 Information about the demographics and target market/customers for TracFone’s plans and brands and TracFone’s marketing strategies plans is highly sensitive and proprietary information that a competitor could use to develop targeted plans and/or to develop a marketing strategy to lure customers away. (Responses to Questions T- 5-1, T-5-2, T-5-3)

 Information about TracFone’s internal proprietary business operations and processes, including the number, type, and source of customer complaints that TracFone receives, the ways in which TracFone monitors and maintains customer satisfaction, and the ways in which TracFone tracks the quality of the wholesale service it purchases from MNOs, is highly sensitive and proprietary information that a competitor could use to develop a marketing strategy to lure customers away. (Responses to Questions T-5-10 through T-5-17)

- 2 - 64 Financial information such as that at issue in this Declaration has been routinely recognized as confidential by the Commission in various acquisition and merger cases. See D.12-12-02, 2002 Cal. PUC LEXIS 852, at *11, Ordering Para. 4 (granting motion to file under seal financial details and acquisition agreement, which were claimed as trade secrets); D.17-11- 026, 2017 Cal. PUC LEXIS 523, at *21 (granting motion to file under seal financial information such as balance sheets); see also Cal. Gov. Code § 6254.15 (“Nothing in this chapter shall be construed to require the disclosure of . . . corporate financial records”).

Pursuant to section 3.2(d) of GO 66-D, the following individuals should be contacted by the Commission regarding the potential release of information by the Commission per section 5 of GO 66-D:

Daniel K. Alvarez Mia Guizzetti Hayes Willkie Farr & Gallagher LLP 1875 K Street, N.W. Washington, DC 20006-1238 [email protected] [email protected] (202) 303-1000

I declare on information and belief that the information provided herein is true and correct and on that basis so affirm.

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Executed this 5th day of March 2021 at Miami, Florida.

/s/ Richard Salzman

Richard Salzman

- 4 - 66 Verizon Communications Inc. (“Verizon”) Response to Cal Advocates Office Data Request - Verizon-SBB -002

GENERAL OBJECTIONS

Public Advocates Office submits a list of instructions with its data request that it would require Verizon to follow in responding to the data requests. But propounding parties are not entitled to compliance with such instructions, and Verizon’s voluntary compliance with some or all of the instructions should not be construed as consent to such a requirement and is not a waiver of Applicants’ right to ignore such instructions. See, e.g., CCP §2030.060 (“No preface or instruction shall be included with a set of interrogatories.”). Verizon further objects to the instruction that the data requests shall be deemed continuing in nature. Verizon has no obligation to follow this instruction. See, e.g., CCP §2030.060(g) (“An interrogatory may not be made a continuing one so as to impose on the party responding to it a duty to supplement an answer.”). Accordingly, Verizon therefore objects to each and every instruction submitted with each Data Request.

1. Verizon objects to the Data Requests to the extent that all or any of them, when read in conjunction with the instructions and definitions contained therein, call for the production of information that Verizon does not maintain in its possession, custody or control or in the requested format.

2. Verizon objects to the Data Requests to the extent that all or any of them, when read in conjunction with the instructions and definitions contained therein, seek information from all subsidiaries and affiliates of Verizon, including those operating outside California. Verizon limits its responses to data (1) pertaining directly to the Transaction (as defined in A.20-11-001) between Verizon and América Móvil, S.A.B. de C.V. and (2) in the possession, custody or control of Verizon’s wireless subsidiaries registered in California.

3. Verizon objects to the Data Requests to the extent that all or any of them, when read in conjunction with the instructions and definitions contained therein, call for the production of information related to matters, including services, products or technology, that are beyond the California Public Utilities Commission’s jurisdiction.

4. Verizon objects to the Data Requests to the extent that all or any of them, when read in conjunction with the instructions and definitions contained therein, seek information that is confidential or proprietary to a customer, carrier, or other third party and that Verizon has an obligation to safeguard from disclosure.

67 probative value in this proceeding is substantially outweighed by the risk of prejudice or other potential harm to Verizon.

6. Verizon objects to the Data Requests to the extent that all or any of them, when read in conjunction with the instructions and definitions contained therein, are inconsistent with California Code of Civil Procedure § 2030, which prohibits the use of data requests that are continuing in nature so as to impose on the party responding to it a duty to supplement an answer to it that was initially correct and complete with later acquired information.

7. Verizon objects to all instructions and definitions to the extent that they purport to impose on Verizon any obligations greater than those provided by the applicable Rules and Decisions of the California Public Utilities Commission (CPUC), the California Code of Civil Procedure or Evidence Code, and any other statutes, orders, rules or laws governing the proper scope and extent of discovery in California and this proceeding.

8. Verizon objects to the Data Requests to the extent such requests may call for information that is exempt from discovery by virtue of the attorney-client privilege, the attorney work product doctrine, or any other applicable privileges or doctrines. Any inadvertent disclosure of such privileged documents or information shall not be deemed to be a waiver of the attorney-client privilege, work product doctrine, or other applicable privileges or doctrines.

9. Verizon objects to the Data Requests to the extent that such requests seek confidential and/or proprietary information.

10. Verizon objects to the Data Requests to the extent that such requests are vague and ambiguous.

11. Verizon objects to the Data Requests to the extent such requests are cumulative or duplicative.

12. Verizon objects to the Data Requests to the extent that such requests are overbroad, unduly burdensome, and/or seek information that is neither relevant to this proceeding nor reasonably calculated to lead to the discovery of admissible evidence.

13. Verizon objects to the Data Requests to the extent that such requests call for legal conclusions.

14. Verizon objects to the Data Requests to the extent such requests are argumentative.

15. Verizon objects to the Data Requests to the extent such requests call for a special study.

68 16. Verizon objects to the Data Requests on the basis that such requests call for speculation and/or conjecture.

17. Verizon objects to the Data Requests to the extent such requests seek information in the public domain.

18. Verizon objects to the Data Requests to the extent such requests information that is as readily available to the requesting party as it is to Verizon.

RESERVATION OF RIGHTS

Any information or materials provided in response to this data request shall be without prejudice to Verizon’s right to object to the admissibility of such evidence, or its right to object to further discovery of documents, other information, or materials relating to the same or similar subject matter upon any valid ground. Verizon reserves the right to interpose further objections at the time of producing data or documents or to withdraw any objection interposed herein.

CONFIDENTIAL INFORMATION

69 DATA REQUESTS

70 7. For each service/plan identified in response to Questions 3-5, provide any device requirements (e.g., GSM, CDMA, 3G, 5G) or restrictions for TracFone’s current customers in California to subscribe to the service/plan.

OBJECTIONS/REPLY: See objections to questions 3-5, incorporated here by reference.

Subject to and without waiver of its objections, Verizon responds as follows: For services and plans offered by Verizon or offered by TracFone post-close that utilize the Verizon network, the device must be capable of receiving 4G HD Voice (GSM or VoLTE) and/or 4G LTE data transmitted on the RF frequencies to which Verizon is licensed by the FCC. Further, for those plans that include 5G Ultra Wideband and 5G Nationwide services, the device must be capable of receiving 5G Ultra Wideband or 5G Nationwide voice and data signals on the RF frequencies to which Verizon is licensed by the FCC to receive voice and data services over 5G Ultra Wideband or 5G Nationwide. If a customer subscribes to a plan that includes the provision of service over 5G Ultra Wideband and/or 5G Nationwide and the subscriber's device does not have 5G Ultra Wideband and/or 5G Nationwide capabilities, the subscriber will still receive voice and data service over Verizon's 4G LTE network. All devices must also have a Verizon SIM card or eSIM and not be SIM locked to another provider’s network for the device to receive service provided by Verizon.

71 10. Provide a copy of Your plans and policies, operating protocols, or commitments regarding continuation of offering TracFone’s existing prepaid wireless plans (including, but not limited to, TracFone’s pay-as- you-go2 plans and TracFone’s LifeLine plans3) across its family of brands4 in California if the Proposed Transaction is approved.

OBJECTIONS/REPLY: Verizon objects on the grounds that this request seeks information that is unlikely to produce relevant information to the issue of whether the transaction between Verizon (a facilities-based provider) and TracFone (a reseller) is not adverse to the public interest. Verizon also objects to the extent that the request seeks information that is highly proprietary and confidential. Verizon is working on the implementation details in anticipation of what Verizon hopes will be forthcoming approval. Those plans continue to be

72 developed in more detail to support the underlying strategy and, once the Transaction closes, Verizon with Tracfone will further refine the plans for TracFone customers.

Subject to and without waiver of its objections, Verizon responds as follows: Verizon does not yet have a final plan or policy reduced to a document with respect to TracFone’s existing prepaid wireless plans. That said, Verizon has spent considerable effort considering the proposed Transaction and the value for prepaid customers. In the course of discussing the acquisition and in planning for post-closing integration, Verizon has prioritized a value-driven go-to-market strategy that will include a variety of prepaid wireless plans attractive to, and designed to retain, existing TracFone customers. Initially, all TracFone customers will keep their existing TracFone plans. There is not a current strategy or plan to change those plans. In the long term, Verizon anticipates that it will study the existing TracFone plans, including pay-as-you-go plans, evaluate them, and continue to modify TracFone plans to be competitive and to serve Verizon’s strategy of growing its prepaid wireless customer base as it studies customer needs in the value segment with the expertise that TracFone provides, as explained below.

With respect to LifeLine, Verizon intends to maintain TracFone’s ETC status and will continue to offer LifeLine service through TracFone where it will offer service through its own network. Verizon has no plan to change or modify TracFone’s LifeLine service/plans.

The Hart Scott Rodino (“HSR”) documents being produced in response to DR-SBB-003 include Confidential Lawyers Only documents that show Verizon’s anticipated strategy for TracFone. See Response (Bates range: VZW_000537-002393). These documents include the contemplated strategy for TracFone presented to Verizon’s Board of Directors to obtain approval for the acquisition (see, e.g., 4c1) and prior internal analysis. In addition, Verizon produces as Bates range VZW_000472-000536 analysis since the signing of the Proposed Transaction wherein Verizon is planning for the integration of TracFone with Verizon. These documents illustrate Verizon’s emphasis on offering an array of value-driven prepaid wireless plans for existing and future customers.

Moreover, an important factor to Verizon in deciding to acquire TracFone is acquiring TracFone’s employees nationwide and gaining TracFone’s deep knowledge of the prepaid segment. Verizon will have the full benefit of and will use TracFone’s expertise and experience to plan promotions, incentives, and offerings for TracFone’s current and prospective customers. Verizon produces in response to this question documents that reference the importance of retaining these TracFone employees with the acquisition.

73 14. Provide the following information for each Mobile Virtual Network Operator (MVNO) that You sell wholesale service to in California: a. The MVNO’s name. b. The MVNO’s “Do Business As” name or retail-brand name. c. In an excel spreadsheet, provide the following information as of December 31, 2020 for each MVNO that You sell wholesale service to nationwide (as amended by PAO on 2/3/21): i. The total number of the MVNO’s customers with a California area code. ii. The total number of the MVNO’s customers with usage in California. d. The total number of California LifeLine program customers the MVNO serves in California utilizing spectrum acquired from You as of December 31, 2020.

OBJECTIONS/REPLY: Verizon objects to this request to the extent that it seeks information that Verizon does not possess or in the requested format. For example, Verizon’s MVNO customers do not “utilize” Verizon’s spectrum; they purchase Verizon’s wholesale services.

Subject to and without waiver of its objections, Verizon responds as follows: See attached Confidential Lawyers Only list of MVNOs and responses to the above questions (Bates: VZW_000373). For (d), Verizon does not know how many California LifeLine customers its MVNOs serve on Verizon’s network. Verizon does not get access to this customer-specific information from the MVNOs with which it has contracted to provide network access.

74 Migration and Integration

19. Provide a copy of Your detailed plans and strategy for how You will transition TracFone’s current California customers that receive service through other networks to Your network if the Proposed Transaction is approved. Provide Your detailed plans for the transition for the following categories of customers: a. TracFone’s California retail wireless customers. b. TracFone’s California LifeLine customers.

OBJECTIONS/REPLY: Verizon objects to the request to the extent it is premature. Verizon has an aspirational strategy and plan for the TracFone business if the Transaction is approved. It is beginning to work on the implementation details in anticipation of what Verizon hopes will be forthcoming approval. Those plans continue to be developed in more detail to support the underlying strategy. Further, some details about TracFone’s business are not yet known to Verizon and once the Transaction closes and those details are made available, Verizon will further refine its plans for TracFone customers.

Subject to and without waiver of its objections, Verizon responds as follows: As noted in the Joint Application, Verizon currently serves approximately sixty-four percent of TracFone customers nationwide, a number that has been growing in recent years. Verizon’s plan is to migrate those TracFone customers who currently receive service from other networks to Verizon’s network over time. These customers will continue to receive service on other carriers’ networks at the close of the Transaction. And in order to retain those customers, Verizon will launch targeted SIM replacement and device upgrade campaigns that enable device compatibility with Verizon’s network and encourage customers to make the transition to Verizon’s network.

The Confidential Lawyers Only HSR documents being produced in response to DR-SBB- 003, and the subsequently created integration planning documents, include documents that show Verizon’s anticipated strategy for TracFone. See Response (Bates range: VZW_000472-002393). See, e.g., HSR documents 4c1, 4c2, 4c5, 4c7, 4c9, and 4c12.

75 California LifeLine

23. On page 4 of Your Joint Application, You state “Verizon intends to maintain TracFone’s ETC status and will continue to offer Lifeline service through TracFone where it will offer service through its own network.” Provide a copy of Your specific action plan to maintain California LifeLine service through Your own network if the Proposed Transaction is approved.

OBJECTIONS/REPLY: Verizon objects to this question to the extent that it seeks highly confidential and proprietary information.

Subject to and without waiver of its objections, Verizon responds as follows: As Verizon mentioned in its filing at the FCC in response to comments filed to its Section 214 application, “at the close of the transaction, combined Verizon/TracFone will offer Lifeline service over the Verizon Wireless network to those Lifeline customers who ride on that network or are migrated to that network, and it will continue to provide Lifeline service as an MVNO over other networks to the extent TracFone customers continue to receive services over those networks.”

Verizon does not have a specific document outlining an action plan for the California LifeLine service for after the close of the Proposed Transaction. Verizon is producing a variety of documents in response to other requests herein that outline Verizon’s broad commitment to offering an array of prepaid wireless plans and offerings, including LifeLine services. Verizon’s action plan for supporting those existing offerings, including LifeLine services, is to acquire the assets and personnel of TracFone, which will continue to offer LifeLine and other services with the experience and expertise it has demonstrated prior to any acquisition. The documents produced here outline the efforts that Verizon is taking to retain the experienced TracFone employee base who are experts at the prepaid wireless business, including LifeLine service.

24. Provide the duration in months that You are committed to offering California LifeLine service after the Proposed Transaction is approved.

REPLY: Verizon responds as follows: As Verizon has stated numerous times, Verizon intends to continue offering LifeLine service after the Transaction is approved and closed; it has no plans to terminate LifeLine service after any number of months.

25. Explain how You plan to continue offering California LifeLine service for TracFone’s California LifeLine customers who are not currently using Your network.

OBJECTIONS/REPLY: Verizon objects to this question to the extent that it seeks highly confidential and proprietary information. Verizon further objects to this question to the extent it is premature. Verizon is working on the implementation details in anticipation of what Verizon hopes will be forthcoming approval. Those plans continue to be developed in more detail to support the underlying strategy and, once the Transaction closes, Verizon with

76 Tracfone will further refine the plans for TracFone customers.

Subject to and without waiver of its objections, Verizon responds as follows: After the Transaction, Verizon/TracFone will continue to provide LifeLine service as an MVNO over other networks. As explained above, there is not a plan or intention to have a flash cut of TracFone customers to Verizon’s network. Post transaction close, Verizon plans for TracFone to continue to operate as an MVNO for customers served on other MNOs’ networks, while Verizon provides opportunities and incentives for Tracfone customers to migrate to plans offered on the Verizon network. This also applies to TracFone’s California LifeLine customers.

26. Beyond TracFone’s primary brands that offer California LifeLine service (such as SafeLink Wireless) do You plan on offering California LifeLine through any other brands after the Proposed Transaction is approved?

OBJECTIONS/REPLY: Verizon objects to this request as unclear as to what “other brands” it is referring to.

Subject to and without waiver of its objections, Verizon responds as follows: Yes.

Verizon Communications Inc. (“Verizon”) Response to Cal Advocates Office Data Request - Verizon-SBB -003

GENERAL OBJECTIONS

80 5. Verizon objects to the Data Requests to the extent that all or any of them, when read in conjunction with the instructions and definitions contained therein, seek confidential and proprietary materials relating to Verizon’s customers or business practices whose probative value in this proceeding is substantially outweighed by the risk of prejudice or other potential harm to Verizon.

9. Verizon objects to the Data Requests to the extent that such requests seek confidential and/or proprietary information.

10. Verizon objects to the Data Requests to the extent that such requests are vague and ambiguous.

11. Verizon objects to the Data Requests to the extent such requests are cumulative or duplicative.

13. Verizon objects to the Data Requests to the extent that such requests call

for legal conclusions.

81 14. Verizon objects to the Data Requests to the extent such requests are argumentative.

15. Verizon objects to the Data Requests to the extent such requests call for a special study.

16. Verizon objects to the Data Requests on the basis that such requests call for speculation and/or conjecture.

17. Verizon objects to the Data Requests to the extent such requests seek information in the public domain.

18. Verizon objects to the Data Requests to the extent such requests information that is as readily available to the requesting party as it is to Verizon.

RESERVATION OF RIGHTS

CONFIDENTIAL INFORMATION

DATA REQUESTS

1. Please provide a full, complete and unredacted copy of Your Hart-Scott-Rodino filings that You provided to the Federal Trade Commission and the United States Department of Justice for the current Proposed Transaction.

OBJECTIONS/REPLY: Verizon objects to the overly broad and burdensome nature of this request. Verizon further objects on the grounds that this request seeks information that is unlikely to produce information relevant to the Commission’s analysis of whether the transaction between Verizon (a facilities-based provider) and TracFone (a reseller) is not adverse to the public interest.

Subject to and without waiver of its objections, Verizon responds as follows: These documents are Confidential Lawyers Only. See Bates range: VZW_000537-002393.

83 84 85 86 87 88 89 90 91 92 DECLARATION OF VERIZON REGARDING CONFIDENTIALITY OF FINANCIAL AND WIRELESS BUSINESS INFORMATION

I, Jane Whang, declare as follows:

On February 12, 2021, Verizon Communications Inc. (“Verizon”) submitted data and responses on behalf of itself and its wireless subsidiaries operating in California, in response to two data requests (DR-SBB-002 and DR-SBB-003) from the California Public Utilities Commission (“Commission”) Public Advocates Office (“PAO”). Verizon’s response and related attachments include highly sensitive and confidential financial and business information related to various categories of information, including the following:

• Detailed information about Verizon’s retail services/plans, including the number of California subscribers to such plans (Excel spreadsheet titled “Retail Wireless Services or Plans Offered in California in 2020, Column F) (Response to DR- SBB-002)

• The number of MVNOs to which Verizon provides wholesale services to, the names and brands of these MVNOs; the number of each MVNO’s customers with California area codes as of December 31, 2020; the number of each MVNO’s customers who had any California usage in December 2020; Verizon’s wholesale services price list; and Verizon’s MVNO revenues in California. (Responses to DR-SBB-002, questions 13, 14 and 18)

• Verizon’s Hart Scott Rodino (HSR) filings and internal integration planning materials (Responses to DR-SBB-002, questions 10, 19, 20, 23)

• The number of TracFone customers who would require a new device in order to receive service from Verizon’s network (Response to DR-SBB-002, question 21)

• Data and information about Verizon’s service quality, outage reports, and network usage (Response to DR-SBB-002, questions 28-31)

Verizon seeks confidential treatment of the information at issue in the responses pursuant to General Order (“GO”) 66-D and Public Utilities Code section 583, because the material includes information that is sensitive, confidential trade secrets, and the public interest in nondisclosure outweighs the public interest in disclosure. Gov. Code Sec. 6255.

93 Under the California Trade Secrets Act, Civil Code Sec. 3426 et. seq. (CTSA), information, including a “formula, pattern, compilation, program, device, method, technique, or process” that derives “actual or potential” independent economic value from not being generally known to the public and is the subject of reasonable efforts to maintain their secrecy qualify for trade secret protection. Civil Code Sec. 3426.1(d).

The materials provided on February 12 in response to PAO Data Request SBB-002 and DR SBB-003, include highly proprietary information that could be used by a competitor in developing its network or marketing strategy and to gain a significant competitive advantage against Verizon. See Whyte v. Schlage Lock Co., 101 Cal.App.4th 1443, 1456 (2002) (protecting such strategic documents where “information would be valuable if known by a competitor because it would allow the competitor to predict and counter” defendant’s “marketing strategy, plans and techniques”); Timken Co. v. United States Customs Service, 491 F. Supp. 557, 560 [observing that release of materials disclosing marketing plans would allow competitors to modify their own marketing strategy and selectively underprice the competitor to “cause substantial competitive harm”]). In addition, some of the data is recognized as confidential under federal law. Specifically, disclosure of the marked information would significantly and adversely affect Verizon’s competitive position in the various ways:

• Specifically, the aggregated data about Verizon’s services/plans and the number of California customers subscribed to certain Verizon retail services/plans is highly sensitive and proprietary information that a competitor could use to develop similar plans for the most popular offerings and/or to develop marketing strategy to lure customers away. (Response to DR-SBB-002, column F)

• Similarly, a competitor could assess how many customers MVNOs serve in California in order to assess the size of the wholesale market in California; identify potential MVNO customers; and develop marketing strategies and plans (particularly as to wholesale markets) that target these MVNOs or the customers of the MVNOs, and information about Verizon’s confidential wholesale price list could significantly and unfairly benefit competitors in negotiating wholesale arrangements with MVNOs. (Responses to DR-SBB-002, questions 13, 14 and 18).

• Federal law treats HSR submissions as confidential.1 Disclosure of the HSR materials would, if disclosed, provide competitors with highly proprietary, valuable information about Verizon’s business plans and its current strategies surrounding its acquisition of TracFone; these materials also include highly confidential financial information about revenues, market assessments, and company valuations. The integration planning materials are of the same nature as the HSR filings and would provide competitors the same unfair and significant competitive advantage. (Responses to DR-SBB-002, questions 10, 19, 20, 23)

94 • The approximate number of TracFone’s customers who may need new devices in order to receive service from Verizon’s network also would significantly and unfairly provide competitors with information about how many customers are on other providers’ network as opposed to Verizon and aid them in developing marketing strategies. (Response to DR-SBB-002, question 21)

• Finally, Verizon’s outage reports are recognized as confidential by the FCC, this Commission, and Cal OES. These reports in addition to information about and data of Verizon’s internal service quality reports and network usage if revealed, would give competitors a significant, unfair competitive advantage by allowing them to use such information in their marketing strategies or in their own network or business plans. (Response to DR-SBB-002, questions 28-31)

This information is not ordinarily available to the public and Verizon has maintained reasonable secrecy efforts with regard to the material. See, e.g., In re Providian Credit Card Cases, 96 Cal. App. 4th 292, 308 (2002)(recognizing the importance of stamping documents as confidential in protecting trade secret status); Morlife, Inc. v. Perry, 56 Cal. App. 4th 1515, 1521 (1997) (finding “reasonable efforts to maintain the secrecy” of trade secret information “by limiting circulation” of information); U.S. Surgical Corp. v. Origin Medsystems, Inc., 27 U.S.P.Q.2d (BNA) 1526, 1530 (N.D. Cal. 1993) (protecting information as trade secret where it was only disclosed in confidential setting).

Financial information such as at issue in this Declaration has been routinely recognized as confidential by the Commission in various acquisition and merger cases. See D.02-12-12, 2002 Cal. PUC LEXIS 852, *11, Ordering Para.4 (granting motion to file under seal financial details and acquisition agreement, which were claimed as trade secrets); D.17-11-026, 2017 Cal. PUC LEXIS 523 at *21 (granting motion to file under seal financial information such as balance sheets); see also Gov. Code § 6254.15 (“Nothing in this chapter shall be construed to require the disclosure of . . . corporate financial records”).

In addition, the number of customers or connections that a provider serves has also been routinely recognized as confidential by the Commission on multiple occasions. See D.00-06-079; 2000 Cal. PUC LEXIS 645 *35. Similarly, the FCC recognizes the “legitimate confidentiality interests” in the number of access lines (connections) data submitted in Form-477s, and adopted rules and procedures allowing companies to designate the data as confidential. See Modernizing the FCC Form 477 Data Program, 28 FCC Rcd 9887, 9920-25 ¶¶ 78-87 (2013) (“2013 Form 477 Order”); 47 C.F.R. §§ 1.7001(d)(2)-(3), 0.459.

Finally, the Commission has recognized that network outage data and potentially affected users related to outages is confidential, as has the Federal Communications Commission (FCC). See General Order 133-D, Section 4.D.; FCC Network Outage Reports (“Given the sensitive nature of this data to both national security and commercial competitiveness, the outage data is presumed confidential.” https://www.fcc.gov/network-outage-reporting-system-nors) It is Not in the Public Interest to Disclose the Materials

95 The public interest in nondisclosure of the information also outweighs the public interest in disclosure of the materials. Gov. Code section 6255. The material includes information that as noted above, could be used by competitors to gain a competitive advantage, in violation of policies recognized in the Government Code and California Trade Secrets Act.

Pursuant to Section 3.2(d) of GO 66-D, the following individuals should be contacted by the Commission regarding the potential release of information by the Commission per Section 5 of the GO 66-D:

Jesús G. Román Verizon 15505 Sand Canyon Ave. D204 Irvine, CA 92618 Telephone: 949-286-7202 Email: [email protected]

Jane Whang Verizon 201 Spear St., 7th Floor San Francisco, CA 94105 (415) 778-1022 Email: [email protected]

I have been designated by Beth A. Sasfai, Assistant Corporate Secretary of Verizon Communications Inc., to submit this declaration. I declare on information and belief that the information provided herein is true and correct and on that basis so affirm.

I declare on information and belief that the information provided herein is true and correct and on that basis so affirm.

Executed this 12th day of February 2021 at San Francisco, California,

/s/ Jane Whang_____ Jane Whang

Verizon Communications Inc. (“Verizon”) Response to Cal Advocates Office Data Request - Verizon-SBB -004 (March 3, 2021)

GENERAL OBJECTIONS

5. Verizon objects to the Data Requests to the extent that all or any of them, when read in conjunction with the instructions and definitions contained therein, seek confidential and proprietary materials relating to Verizon’s customers or business practices whose probative value in

97 this proceeding is substantially outweighed by the risk of prejudice or other potential harm to Verizon.

9. Verizon objects to the Data Requests to the extent that such requests seek confidential and/or proprietary information.

10. Verizon objects to the Data Requests to the extent that such requests are vague and ambiguous.

11. Verizon objects to the Data Requests to the extent such requests are cumulative or duplicative.

13. Verizon objects to the Data Requests to the extent that such requests call for legal conclusions.

14. Verizon objects to the Data Requests to the extent such requests are argumentative.

15. Verizon objects to the Data Requests to the extent such requests call for a special study.

16. Verizon objects to the Data Requests on the basis that such requests call for speculation and/or conjecture.

98 17. Verizon objects to the Data Requests to the extent such requests seek information in the public domain.

18. Verizon objects to the Data Requests to the extent such requests information that is as readily available to the requesting party as it is to Verizon.

RESERVATION OF RIGHTS

CONFIDENTIAL INFORMATION

DATA REQUESTS

99 V-4-16. At page 3 of Your Joint Application, You state “[t]he Transaction will deliver public interest benefits in the form of more options and better choices for TracFone’s generally value-conscious set of customers.” Provide a detailed explanation of the following terms as they apply to TracFone’s current and future customers. Please also provide a list of specific examples for each term in addition to what You state in the Joint Application: a. “[M]ore options” b. “[B]etter choices”

Objections/Response: Verizon objects to the extent that the request seeks information that is highly proprietary and confidential. Verizon also objects to the request to the extent it is premature. Verizon is currently undertaking extensive research and planning efforts to understand value customers’ needs and preferences.

Subject to and without waiver of its objections, Verizon responds as follows: Verizon is committed to serving TracFone’s customers and to competing vigorously in the prepaid segment through low- price options and plans that offer great value. A combined Verizon/TracFone will need to earn value customers’ business, because customers have multiple prepaid options and the ready ability to switch among them. And in order to attract and retain value customers, Verizon will have strong competitive incentives to offer more options and better choices—across a range of dimensions, including price, service and plan attributes, devices, and technology—than its rivals.

a. Providing more options to TracFone customers includes providing access to a wider variety of Verizon-compatible devices, including smartphones, tablets, and wearables; providing access to existing and new services on Verizon’s 4G and 5G networks; expanding distribution points; and offering international roaming and calling in more countries on more plans. These expanded options are discussed in more detail in response to V-4-18, 4-19, 4-20, and 4-22 below.

b. Providing better choices goes hand in hand with providing more options—Verizon’s expanded device lineup, cutting-edge technology, and innovative services will offer better choices than those currently available to TracFone customers. Providing better choices also means offering TracFone customers the option to transition to Verizon’s award-winning network.

Verizon provides specific examples of how the Proposed Transaction will result in more options and better choices for TracFone customers in response to V-4-18, 4-19, 4-20, and 4-22. As one example, Verizon aspires to expand TracFone’s distribution for its brands to include new retail stores and warehouse locations over the next few years, for which Verizon has budgeted [BEGIN CONFIDENTIAL LAWYERS ONLY] [END CONFIDENTIAL LAWYERS ONLY] See, e.g., VZW_000774, VZW_000864. These new distribution points will provide TracFone customers with in-person service, the ability to pay

100 for their plans onsite, and the option to activate new plans by bringing their own phone or by choosing from multiple in-store devices.

As discussed in detail in response to V-4-19 below, Verizon is working earnestly to ensure that the additional choices are “better choices” for the value consumer by actively seeking to understand the needs of TracFone customers. Verizon recently began surveying 3,000 current TracFone customers and other prepaid value customers about their needs and wants in order to guide Verizon’s planning to serve the value segment with the best array of options for those customers.

V-4-18. At pages 3-4 of Your Joint Application, You state “[t]he Transaction will provide

101 TracFone customers with access to a wider variety of Verizon-compatible devices (including smartphones, tablets, and wearables). And Verizon will bring its world-class vision for 5G and other technological advances to TracFone’s customers more rapidly, as well as new services such as home internet solutions. Verizon also will make international roaming options, anticipated to cover more than 100 countries around the world, more broadly available to TracFone.” Provide a detailed explanation of the following terms: a. “[O]ther technological advances.” Also list each of the “other technological advances” that You will bring to TracFone current and future California customers, including the LifeLine customers. b. “[N]ew services.” Also list each of the “new services” and their cost to TracFone current and future California customers. c. “[H]ome internet solutions.” Also, specify the speeds that You will offer TracFone’s current and future California customers under home internet solutions. Objections/Response: Verizon objects to the extent that the request seeks information that is highly proprietary and confidential. Verizon also objects to the request to the extent it is premature. Subject to and without waiver of its objections, Verizon responds as follows: a. As a leading provider of telecommunications technologies, Verizon continuously strives to develop and implement new technologies that will improve service to its wireless customers. One of these technological advances is Verizon’s 5G network, in which Verizon has made substantial investments and which will provide new levels of performance for customers with 5G devices on the Verizon network. Verizon has been rolling out 5G service throughout the United States, including in California, over the past few years and continues to launch new cities and expand existing coverage areas at present. Verizon’s development of 5G technology also enables 5G Home service, which provides high speed internet service within customers’ homes. Beyond 5G, Verizon will continue to innovate and work to develop improved services for its customers. Accordingly, while Verizon expects to provide further technological advances to its customers, including current TracFone customers, following the close of the Transaction, Verizon does not at this time know all of the advances that will benefit customers in the future.

As a general matter and as stated in the Joint Application, following the close of the Transaction, TracFone customers will be able to benefit more quickly from Verizon’s technological advances than if TracFone were not acquired by Verizon. After TracFone and Verizon become affiliates, Verizon expects that TracFone will be a more nimble competitor and will be able to implement more quickly its business and strategic plans to grow its position in the prepaid wireless segment. For instance, as a result of the Transaction, TracFone will not need to engage with Verizon and other MNOs through arm’s-length negotiations, which take time, in order to bring innovations to market. This intermediate step between the development of technological advances and the delivery of improved services to TracFone customers would be eliminated. b. Verizon plans to offer a variety of new services to current TracFone customers. For

102 example, TracFone does not cmTently offer international roaming except for select brands and plans, and there is a limited footprint for such roaming on those plans. Verizon plans to offer international roaming with an expanded footprint for TracFone customers, and it also plans to expand the available destinations for international long-distance calling for TracFone customers.

Verizon also is investigating other services that may be available to the close of the Transaction BEGIN CONFIDENTIAL

enzon anticipates contmmng to eve op new services t at respond to customer needs and preferences, and therefore cannot at this time describe all new services that will be offered to cunent and future California customers.

The cost of these new services to TracFone customers has not been detennined at this time. Verizon is conducting customer surveys to test consumer preferences on additional services and pricing, and once the Transaction closes, Verizon looks foiward to being able to communicate without constraint with TracFone employees about their experience with their customer base to detennine the right pricing for additional services. For more detail about Verizon's planning processes, Verizon refers to its response to request V-4-19, which is incoiporated herein. c. Verizon cmTently offers two fixed wireless access home internet solutions- LTE Home Internet and 5G Home-that provide internet service for customers' homes. Verizon 5G Home services are cmTently offered in parts of five greater metropolitan areas in California: Los Angeles, San Jose, Anaheim, San Francisco, and Sacramento, and the company is actively working to expand coverage within those metropolitan areas and to la1mch additional cities over the next several years. LTE Home Internet service is more widely available, with customer eligibility detennined at the address level. These nascent services present an exciting opportunity to increase competition in the home broadband segment cmTently dominated by the incumbent cable and telephone companies, including for TracFone customers. The combination of Verizon and TracFone will allow open collaboration, using TracFone's expertise to assess value-segment customers' preferences and needs to assess what home internet offerings would be attractive to them and to identify value ro osition s that will a eal to TracFone customers. BEGIN CONFIDENTIAL

The internet speeds offered to prepaid customers by these solutions continue to change as Verizon iterates on these services. If TracFone customers purchase Verizon's current LTE Home Internet or 5G Home service, the customer would receive the standard speeds available at their location. Details on 5G Home and its speeds may be found 5G https://www.verizon.com/5g/home/. Please also see Verizon's response to V-2-13, which sets forth different 4G and 5G speeds in California.

V-4-19. For each of the Verizon-compatible devices, 5G and other technological advances, new services such as home Internet solutions, and international roaming options, discussed on pages 3-4 of Your Joint Application:

a. Provide information on when each of such devices and services will be

103 available for purchase to TracFone's current and future California customers if the Proposed Transaction is approved.

b. Provide the cost to the TracFone's current and future California customers for each of such devices and services.

Objections/Response: Verizon objects to the extent that the request seeks info1mation that is highly proprietaiy and confidential. Verizon also objects to the request to the extent it is premature. Subject to and without waiver of its objections, Verizon responds as follows:

Verizon teams are currently undertaking extensive research and planning effo1is to understand value customers' needs and preferences and to develop service options that will reta.in TracFone existing customers and attract new customers. Verizon has ak eady conducted surveys ofTracFone customers, and it is cunently conducting a broad survey that will provide quantitative data on value customers' needs and brand erce tions. The cunent surve BEGIN CONFIDENTIAL LAWYERS ONLY

[END CONFIDENTIAL LAWYERS ONLY] Verizon also will convene focus groups to obtain more qualitative data on consumer preferences, and it has engaged an outside reseai·ch fom to conduct those sessions.

This reseai·ch to understand what customers want and need is critical, and will be greatly aided by TracFone's employees, who have a wealth of knowledge about the prepaid segment and value customers based on their experience serving prepaid customers. However, Verizon's and TracFone's ability to coordinate on plans and services is CUITently limited by virtue of antitmst considerations and the unce1iainty that CUITent regulato1y proceedings present.

Followin this research Verizon will BEGIN CONFIDENTIAL LAWYERS ONLY

. [END CONFIDENTIAL LAWYERS ONLY] In addition, for TracFone customers w o CUITently ride on other networks, their access to ce1iain services and features will depend on when they migrate to the Verizon network; as Verizon has noted, it intends to migrate such customers gradually, for example through offers and incentives to upgrade devices, and therefore the timing of the availability of services and features is not certain. a. As Verizon stated in its Joint Application, the Transaction will provide TracFone customers with

104 access to a wider variety of Verizon-compatible devices (including smartphones, tablets, and wearables) at competitive prices. Cunently, TracFone's lesser buying power (as compared to the combined buying power of Verizon and TracFone), its nan ow margins due to higher network costs, and its disti·ibution, limit its flexibility on device discounts. Handset promotions are an impo1tant dimension of competition among prepaid providers. By leveraging Verizon and TracFone's combined scale and purchasing power, Verizon can negotiate volume discounts with equipment manufacturers and offer TracFone customers a better device lineup and promotions that will compete more effectively with Meti·o, Boost, and Cricket.

TracFone customers do not cmTently have access to Verizon 5G service through TracFone. Following the Transaction, TracFone customers who live in an area in which there is Verizon 5G service available will be able to access 5G service when they are successfolly migrated to the Verizon network if they have a 5G device and choose a plan that includes 5G service. As noted above, BEGIN CONFIDENTIAL LAWYERS ONLY

LAWYERS ONLY]

For international roaming, as discussed above, Verizon is still assessing what products and services will be offered on what brands and at what price. Verizon anticipates most TracFone brands that do not have an international roaming option will have that option available to them once those customers are migrated to the Verizon network if they elect to add an international roaming plan.

Verizon's explanation of its plans regarding home internet solutions is set fo1th above in response to V-4-1 8. Of course, TracFone customers who live in an area in which Verizon home internet solutions are available have access to subscribe to that service now just as any other customer in California does.

b. As noted above, which Verizon incorporates herein, Verizon has not set the price to the TracFone consumer for the various devices and service offerings. Verizon is unde1t aking an extensive research and planning process to develop service options that are atti·active to value customers, including TracFone's prepaid customers. Pait of this process involves understanding customers' preferences for ce1tain price points, as well as preferences with regard to including more features in a plan versus allowing customers to select plan features as add-ons to more basic plans. The prices at which Verizon will offer various services to cmTent TracFone customers are therefore yet to be detennined. However, as a general matter, Verizon notes that, in keeping with its goal to build its prepaid wireless business, Verizon plans to offer a variety of competitively priced, prepaid wireless plans atti·active to, and designed to retain, existing TracFone customers. Initially, all TracFone customers will keep their existing TracFone plans; Verizon has no intention to force TracFone customers to move to more expensive plans. In the longer te1m, Verizon expects to continue to evaluate TracFone's existing plans, including pay-as-you-go plans, in te1ms of their features, cost, and atti·activeness to customers. Verizon expects to modify the plans that TracFone offers as necessa1y in order to ensure that they remain competitive, serve the needs of value customers, and fmther Verizon 's sti·ategy of growing its prepaid wireless customer base.

In addition, as a result of the Transaction, Verizon will buy devices in larger quantities and accordingly secure better prices, producing savings that can drive down the prices of devices for customers. Because those negotiations have not yet happened, Verizon does not know the

105 magnitude of savings on devices that it will be able to procure.

V-4-20. For each of the Verizon-compatible devices, 5G and other technological advances, new services such as home Internet solutions, and international roaming options, discussed on pages 3-4 of Your Joint Application: a. Explain in detail which, if any, of such devices and services will be available to TracFone’s current and future LifeLine customers specifically. b. Provide the cost to TracFone’s current and future LifeLine customers for each of such devices and services. Objections/Response: Verizon objects to the extent that the request seeks information that is highly proprietary and confidential. Verizon also objects to the request to the extent it is premature. Subject to and without waiver of its objections, Verizon responds as follows: a. Following the close of the Transaction, if it is approved, Verizon intends to maintain TracFone’s existing LifeLine plans. Accordingly, to the extent the services described above are not currently included in those plans, they will not be included in LifeLine plans upon the close of the Transaction. Going forward, as described in Verizon’s response to request V-4-19, Verizon will continue to evaluate the needs and preferences of value customers, including LifeLine customers. For example, the survey that Verizon is currently conducting is designed to elicit responses from current SafeLink (a LifeLine supported service) customers to guide Verizon to better meet those customers’ needs.

b. Following the close of the Transaction, if it is approved, Verizon intends at least to maintain TracFone’s existing LifeLine plans at their current prices.

106 DECLARATION OF VERIZON REGARDING CONFIDENTIALITY OF FINANCIAL AND WIRELESS BUSINESS INFORMATION

I, Jane Whang, declare as follows:

On March 3, 2021, Verizon Communications Inc. (“Verizon”) submitted data and responses on behalf of itself and its wireless subsidiaries operating in California, in response to data request (DR-SBB-004) from the California Public Utilities Commission (“Commission”) Public Advocates Office (“PAO”). Verizon’s response and related attachments include highly sensitive and confidential financial and business information related to various categories of information, including the following:

• Detailed information in the spreadsheets about each of Verizon’s communications subsidiaries’ total number and type of customer connections that each served for the years 2017-2020, the number of postpaid and prepaid wholesale customer connections that each served for the years 2017-2020, and the total and type of revenues that each subsidiary had for those years. (See Response to DR-SBB-004, and attachments to question V-4-3.)

• Detailed information in the spreadsheet about the MVNOs to which Verizon provided wholesale services, including the revenues derived from the provision of services to those MVNOs and TracFone’s estimated market share in California. (Responses to DR-SBB-004, and attachment to question V-4-5 and V-4-17)

• Information about the prepaid connections that Verizon had for the year 2017- 2020 for each of its prepaid brands (Responses to DR-SBB-004, and attachment to question V-4-6)

• The total revenues for Verizon’s communications subsidiaries operating in California (Response to DR-SBB-004, and attachments to question V-4-7)

• Information about Verizon’s plans for integrating TracFone (Response to DR- SBB-004, questions V-4-8(d)-(g); V-4-14, V-4-16, V-4-18-V-4-22)

• Information about the services and the contracts pursuant to which Verizon provides services to TracFone and its affiliates (Response to DR-SBB-004, and attachments to questions V-4-9 and V-4-10)

• Information about the third party retail channels through which Verizon offers prepaid services, the devices that they sell, and the arrangements that Verizon has with third party and distribution channels for selling services and devices. (Response to DR-SBB-004, questions V-4-11(a), (d)-(e), V-4-12)

107 • Information about Verizon’s plans for market research, product development, and future distribution of services (Response to DR-SBB-004, questions V-4-16, V-4- 18, V-4-19, V-4-21, and V-4-22)

Under the California Trade Secrets Act, Civil Code Sec. 3426 et. seq. (CTSA), information, including a “formula, pattern, compilation, program, device, method, technique, or process” that derives “actual or potential” independent economic value from not being generally known to the public and is the subject of reasonable efforts to maintain their secrecy qualify for trade secret protection. Civil Code Sec. 3426.1(d).

The materials provided on March 3 in response to PAO Data Request SBB-004 include highly proprietary information that could be used by a competitor in developing its network or marketing strategy and to gain a significant competitive advantage against Verizon. See Whyte v. Schlage Lock Co., 101 Cal.App.4th 1443, 1456 (2002) (protecting such strategic documents where “information would be valuable if known by a competitor because it would allow the competitor to predict and counter” defendant’s “marketing strategy, plans and techniques”); Timken Co. v. United States Customs Service, 491 F. Supp. 557, 560 [observing that release of materials disclosing marketing plans would allow competitors to modify their own marketing strategy and selectively underprice the competitor to “cause substantial competitive harm”]). In addition, some of the data is recognized as confidential under federal law. Specifically, disclosure of the marked information would significantly and adversely affect Verizon’s competitive position in the various ways:

• Specifically, the data about the number of Verizon’s California customers subscribed to Verizon retail services/plans is highly sensitive and proprietary information that a competitor could use to develop similar plans for the most popular offerings and/or to develop marketing strategy to lure customers away. Further, revenue information is highly confidential data that could provide competitors with insight into whether certain brands or marketing strategies are more effective than others (Response to DR-SBB-004, question V-4-3, V-4-7)

• Similarly, information about Verizon’s plans for market research, product development, and distribution of services is confidential and, if disclosed, could enable competitors to develop marketing strategies to lure customers away

108 (Response to DR-SBB-004, questions V-4-16, V-4-18, V-4-19, V-4-21, and V-4- 22)

• Similarly, a competitor could assess valuable information about Verizon’s MVNOs’ customer base and business, and develop marketing strategies and plans (particularly as to wholesale markets) that target such customers of our MVNOs, and information about Verizon’s confidential wholesale price list could significantly and unfairly benefit competitors in negotiating wholesale arrangements with MVNOs. (Responses to DR-SBB-004, questions V-4-5, V-4- 17).

• The number of Verizon’s customer connections would give competitors information about the effectiveness of certain Verizon’s prepaid brands. (Response to DR-SBB-004, question V-4-6)

• Verizon’s contractual arrangements with TracFone are confidential and if disclosed to competitors, would enable them to develop marketing and strategies against Verizon in negotiating agreements either with Verizon and/or with other MVNOs. (Response to DR-SBB-004, questions V-4-9 – V-4-10)

• Finally, information about Verizon’s retail sales channels would give competitors valuable information about where and how to market their services in certain locations and/or via certain channels. (Response to DR-SBB-004, questions V-4- 11—V-4-12)

In addition, the number of customers or connections that a provider serves has also been routinely recognized as confidential by the Commission on multiple occasions. See D.00-06-079;

109 2000 Cal. PUC LEXIS 645 *35. Similarly, the FCC recognizes the “legitimate confidentiality interests” in the number of access lines (connections) data submitted in Form-477s, and adopted rules and procedures allowing companies to designate the data as confidential. See Modernizing the FCC Form 477 Data Program, 28 FCC Rcd 9887, 9920-25 ¶¶ 78-87 (2013) (“2013 Form 477 Order”); 47 C.F.R. §§ 1.7001(d)(2)-(3), 0.459.

It is Not in the Public Interest to Disclose the Materials The public interest in nondisclosure of the information also outweighs the public interest in disclosure of the materials. Gov. Code section 6255. The material includes information that as noted above, could be used by competitors to gain a competitive advantage, in violation of policies recognized in the Government Code and California Trade Secrets Act.

Pursuant to Section 3.2(d) of GO 66-D, the following individuals should be contacted by the Commission regarding the potential release of information by the Commission per Section 5 of the GO 66-D:

Jesús G. Román Verizon 15505 Sand Canyon Ave. D204 Irvine, CA 92618 Telephone: 949-286-7202 Email: [email protected]

Jane Whang Verizon 201 Spear St., 7th Floor San Francisco, CA 94105 (415) 778-1022 Email: [email protected]

110 I declare on information and belief that the information provided herein is true and correct and on that basis so affirm.

Executed this 3rd day of March 2021 at San Francisco, California,

/s/ Jane Whang_____ Jane Whang

111 DECLARATION OF VERIZON REGARDING CONFIDENTIALITY OF FINANCIAL AND WIRELESS BUSINESS INFORMATION

I, Jane Whang, declare as follows:

On March 3, 2021, Verizon Communications Inc. (“Verizon”) submitted data and responses on behalf of itself and its wireless subsidiaries operating in California, in response to data request (DR-SBB-004) from the California Public Utilities Commission (“Commission”) Public Advocates Office (“PAO”). On March 15, 2021, Verizon submitted supplemental and revised responses to the PAO that also includes highly sensitive and confidential financial and business information related to various categories of information, including the following:

• The contracts pursuant to which Verizon provides services to TracFone and its affiliates. (Response to DR-SBB-004, question 10 and attachments.)

• Information about Verizon’s plans for market research, product development, and future distribution of services. (Response to DR-SBB-004, questions 16, 19, and 22.)

112 materials disclosing marketing plans would allow competitors to modify their own marketing strategy and selectively underprice the competitor to “cause substantial competitive harm”]). In addition, some of the data is recognized as confidential under federal law. Specifically, disclosure of the marked information would significantly and adversely affect Verizon’s competitive position in the various ways:

113 as noted above, could be used by competitors to gain a competitive advantage, in violation of policies recognized in the Government Code and California Trade Secrets Act.

Pursuant to Section 3.2(d) of GO 66-D, the following individuals should be contacted by the Commission regarding the potential release of information by the Commission per Section 5 of the GO 66-D:

Jesús G. Román Verizon 15505 Sand Canyon Ave. D204 Irvine, CA 92618 Telephone: 949-286-7202 Email: [email protected]

Jane Whang Verizon 201 Spear St., 7th Floor San Francisco, CA 94105 (415) 778-1022 Email: [email protected]

I declare on information and belief that the information provided herein is true and correct and on that basis so affirm.

Executed this 15th day of March 2021 at San Francisco, California,

/s/ Jane Whang Jane Whang

114 Verizon Communications Inc. (“Verizon”) Response to Cal Advocates Office Data Request - Verizon-SBB -007 (March 11, 2021)

GENERAL OBJECTIONS

115 in this proceeding is substantially outweighed by the risk of prejudice or other potential harm to Verizon.

9. Verizon objects to the Data Requests to the extent that such requests seek confidential and/or proprietary information.

10. Verizon objects to the Data Requests to the extent that such requests are vague and ambiguous.

11. Verizon objects to the Data Requests to the extent such requests are cumulative or duplicative.

13. Verizon objects to the Data Requests to the extent that such requests call for legal conclusions.

14. Verizon objects to the Data Requests to the extent such requests are argumentative.

15. Verizon objects to the Data Requests to the extent such requests call for a special study.

16. Verizon objects to the Data Requests on the basis that such requests call for speculation and/or conjecture.

116 17. Verizon objects to the Data Requests to the extent such requests seek information in the public domain.

18. Verizon objects to the Data Requests to the extent such requests information that is as readily available to the requesting party as it is to Verizon.

RESERVATION OF RIGHTS

CONFIDENTIAL INFORMATION

Verizon may produce information or documents designated as confidential or proprietary. Verizon produces these documents pursuant to, and subject to the protections from disclosure afforded by, California Public Utilities Code § 583 and General Order 66-D. Furthermore, to the extent these responses and responsive documents have been requested in “me too” data requests by intervenors, confidential information and documents are produced to them subject to the confidentiality protections in Nondisclosure and Protective Agreements entered into with certain intervenors.

DATA REQUESTS

117 V-7-8. In Bates: VZW_000841 , HSR Exhibit 4(c)5, that You provided in response to Verizon- DR- SBB 003 uestion 1 You state that <>

a. Please explain and provide the precise basis for the projections referenced above.

b. To what extent are the <

Please be specific. c. To what extent are the <>

d. To what extent are the <>

<> Please be specific.

118 Objections/Response: Verizon objects to this request to the extent that it seeks info1mation that is not relevant to the ultimate detennination of whether the transaction between Verizon (a facilities-based can ier) and TracFone (a MVNO) is in the public interest. Verizon objects to this re uest on the basis that it contains the resumed remise that BEGIN CONFIDENTIAL

[END CONFIDENTIAL] Verizon also objects to the question as it seeks highly confidential and proprietaiy info1mation.

VERIZON CONFIDENTIAL>>

119 V-7-10. In Bates: VZW_000861 and VZW_000864 , HSR Exhibit 4(c)5, that You provided in response to Verizon - DR - SBB 003 uestion 1 You show that <>

CONFIDENTIAL>> Specifically, under this scenario:

a. Does Verizon intend to discontinue lower-priced services and/or brands?

b. Does Verizon intend to increase TracFone prices overall?

c. Does Verizon intend to attempt to reduce the number of Lifeline customers?

d. Provide any other explanations for this condition.

120 Objections/Response: Verizon objects to this request to the extent that it seeks info1mation that is not relevant to the ultimate detennination of whether the transaction between Verizon (a facilities-based canier) and TracFone (a MVNO) is in the public interest. Verizon also objects to the question as it seeks highly confidential and proprietaiy info1mation. Verizon fmi her objects to subpaii c because the question whether Verizon intends "to increase TracFone prices overall" is vague and ambiguous because it could be interpreted many different ways.

Subject to and without waiver of its objections, Verizon res VERIZON CONFIDENTIAL LAWYERS ONLY>

LAWYER S ONLY>>

END OF REQUEST

121 DECLARATION OF VERIZON REGARDING CONFIDENTIALITY OF WIRELESS BUSINESS INFORMATION

I, Jane Whang, declare as follows:

On March 11, 2021, Verizon Communications Inc. (“Verizon”) submitted data and responses on behalf of itself and it-s wireless subsidiaries operating in California, in response to data request (DR-SBB-006) from the California Public Utilities Commission (“Commission”) Public Advocates Office (“PAO”). Verizon’s response and related attachments include highly sensitive and confidential business information related to various categories of information, including the following:

• The number of TracFone California subscribers on Verizon’s network and on other brands. (See Response to DR-SBB-007, question V-7-1.)

• The total of Verizon’s nationwide revenues for 2017-2020 generated by wholesale services to TracFone and Verizon’s average revenue per unit from nationwide wholesale services to TracFone (Responses to DR-SBB-006, question V-7-2 and V-7-3.)

• The total number of nationwide connections that each MVNO provides services to on Verizon’s network (Responses to DR-SBB-007, question V-7-5)

• Underlying data about Verizon’s calculations related to investments (Response to DR-SBB-007, question V-7-7)

122 Under the California Trade Secrets Act, Civil Code Sec. 3426 et. seq. (CTSA), information, including a “formula, pattern, compilation, program, device, method, technique, or process” that derives “actual or potential” independent economic value from not being generally known to the public and is the subject of reasonable efforts to maintain their secrecy qualify for trade secret protection. Civil Code Sec. 3426.1(d).

The information and materials provided on March 11 in response to PAO Data Request SBB-006 include highly proprietary information that could be used by a competitor in developing its business or marketing strategy and to gain a significant competitive advantage against Verizon. See Whyte v. Schlage Lock Co., 101 Cal.App.4th 1443, 1456 (2002) (protecting such strategic documents where “information would be valuable if known by a competitor because it would allow the competitor to predict and counter” defendant’s “marketing strategy, plans and techniques”); Timken Co. v. United States Customs Service, 491 F. Supp. 557, 560 [observing that release of materials disclosing marketing plans would allow competitors to modify their own marketing strategy and selectively underprice the competitor to “cause substantial competitive harm”]). Specifically, disclosure of the marked information and attachments would significantly and adversely affect Verizon’s competitive position in the various ways:

• The number of TracFone California subscribers on Verizon’s network and on other brands provides competitors with valuable information on how to market or develop their own brands. (See Response to DR-SBB-007, question V-7-1.)

• The total of Verizon’s nationwide revenues for 2017-2020 generated by wholesale services to TracFone and Verizon’s average revenue per unit from nationwide wholesale services to TracFone is highly proprietary and reveals to competitors information about TracFone’s financial position (Responses to DR-SBB-006, question V-7-2 and V-7-3.)

• The total number of nationwide connections that each MVNO provides services to on Verizon’s network would also reveal valuable information to competitors about Verizon’s MVNO customers and provide insight on who and where to market resale or prepaid services. (Responses to DR-SBB-007, question V-7-5)

• Data about Verizon’s calculations related to investments would give competitors proprietary financial information about Verizon and its finances. (Response to DR-SBB-007, question V-7-7)

• Information about Verizon’s bases for certain projections about subscriber numbers; the reasons for certain estimates made about the impact of the transaction; and Verizon’s plans regarding TracFone’s prices and brands after the transaction are highly proprietary and would provide competitors with insight into how to develop their own business and marketing strategies to compete against Verizon. (Response to DR-SBB-007, questions V-7-8, V-7-9, V-7-10)

123 This information is not ordinarily available to the public and Verizon has maintained reasonable secrecy efforts with regard to the material. See, e.g., In re Providian Credit Card Cases, 96 Cal. App. 4th 292, 308 (2002)(recognizing the importance of stamping documents as confidential in protecting trade secret status); Morlife, Inc. v. Perry, 56 Cal. App. 4th 1515, 1521 (1997) (finding “reasonable efforts to maintain the secrecy” of trade secret information “by limiting circulation” of information); U.S. Surgical Corp. v. Origin Medsystems, Inc., 27 U.S.P.Q.2d (BNA) 1526, 1530 (N.D. Cal. 1993) (protecting information as trade secret where it was only disclosed in confidential setting).

It is Not in the Public Interest to Disclose the Materials The public interest in nondisclosure of the information also outweighs the public interest in disclosure of the materials. Gov. Code section 6255. The material includes information that as noted above, could be used by competitors to gain a competitive advantage, in violation of policies recognized in the Government Code and California Trade Secrets Act.

Pursuant to Section 3.2(d) of GO 66-D, the following individuals should be contacted by the Commission regarding the potential release of information by the Commission per Section 5 of the GO 66-D:

Jesús G. Román Verizon

124 15505 Sand Canyon Ave. D204 Irvine, CA 92618 Telephone: 949-286-7202 Email: [email protected]

Jane Whang Verizon 201 Spear St., 7th Floor San Francisco, CA 94105 (415) 778-1022 Email: [email protected]

I declare on information and belief that the information provided herein is true and correct and on that basis so affirm.

Executed this 11th day of March 2021 at San Francisco, California,

/s/ Jane Whang_____ Jane Whang

125 DECLARATION OF VERIZON REGARDING CONFIDENTIALITY OF WIRELESS BUSINESS INFORMATION

I, Jane Whang, declare as follows:

On March 11, 2021, Verizon Communications Inc. (“Verizon”) submitted data and responses on behalf of itself and its wireless subsidiaries operating in California, in response to data request (DR-SBB-007) from the California Public Utilities Commission (“Commission”) Public Advocates Office (“PAO”). On March 15, 2021, Verizon submitted a supplemental response to the PAO providing its work papers and data used to prepare its Opening Testimony (DR-SBB-007, question 11), which also includes highly sensitive and confidential business information related to various categories of information, including the following:

• Information about Verizon’s network capacity and rural coverage in California.

The information and materials provided on March 15 in response to PAO Data Request SBB-006 include highly proprietary information that could be used by a competitor in developing its business or marketing strategy and to gain a significant competitive advantage against Verizon. See Whyte v. Schlage Lock Co., 101 Cal.App.4th 1443, 1456 (2002) (protecting such strategic documents where “information would be valuable if known by a competitor because it would allow the competitor to predict and counter” defendant’s “marketing strategy, plans and techniques”); Timken Co. v. United States Customs Service, 491 F. Supp. 557, 560 [observing that release of materials disclosing marketing plans would allow competitors to modify their own marketing strategy and selectively underprice the competitor to “cause substantial competitive harm”]). Specifically, disclosure of the marked information and attachments would significantly and adversely affect Verizon’s competitive position in the various ways:

126

• Specifically, information about Verizon’s network capacity and rural coverage in California, if revealed, would give competitors a significant, unfair competitive advantage by allowing them to use such information in their marketing strategies or in their own network or business plans.

It is Not in the Public Interest to Disclose the Materials The public interest in nondisclosure of the information also outweighs the public interest in disclosure of the materials. Gov. Code section 6255. The material includes information that as noted above, could be used by competitors to gain a competitive advantage, in violation of policies recognized in the Government Code and California Trade Secrets Act.

127 Pursuant to Section 3.2(d) of GO 66-D, the following individuals should be contacted by the Commission regarding the potential release of information by the Commission per Section 5 of the GO 66-D:

Jesús G. Román Verizon 15505 Sand Canyon Ave. D204 Irvine, CA 92618 Telephone: 949-286-7202 Email: [email protected]

Jane Whang Verizon 201 Spear St., 7th Floor San Francisco, CA 94105 (415) 778-1022 Email: [email protected]

I declare on information and belief that the information provided herein is true and correct and on that basis so affirm.

Executed this 15th day of March 2021 at San Francisco, California,

/s/ Jane Whang Jane Whang

128 Verizon Communications Inc. (“Verizon”) Response to TURN Data Request 2 (March 19, 2021)

GENERAL OBJECTIONS

TURN submits a list of instructions with its data request that it would require Verizon to follow in responding to the data requests. But propounding parties are not entitled to compliance with such instructions, and Verizon’s voluntary compliance with some or all of the instructions should not be construed as consent to such a requirement and is not a waiver of Applicants’ right to ignore such instructions. See, e.g., CCP §2030.060 (“No preface or instruction shall be included with a set of interrogatories.”). Verizon further objects to the instruction that the data requests shall be deemed continuing in nature. Verizon has no obligation to follow this instruction. See, e.g., CCP §2030.060(g) (“An interrogatory may not be made a continuing one so as to impose on the party responding to it a duty to supplement an answer.”). Accordingly, Verizon therefore objects to each and every instruction submitted with each Data Request.

129 6. Verizon objects to the Data Requests to the extent that all or any of them, when read in conjunction with the instructions and definitions contained therein, are inconsistent with California Code of Civil Procedure § 2030, which prohibits the use of data requests that are continuing in nature so as to impose on the party responding to it a duty to supplement an answer to it that was initially correct and complete with later acquired information.