Model Second Request 

Revised January 2024 

REQUEST FOR ADDITIONAL INFORMATION 

AND DOCUMENTARY MATERIAL 

ISSUED TO [COMPANY] 

Unless modified by agreement with the staff of the Federal Trade Commission, each 

Specification of this Request for Additional Information and Documentary Material (the 

“Request”) requires a complete search of “the Company” as defined in Definition D 1 of the 

Definitions, which appear after the following Specifications. If the Company believes that the 

required search or any other part of the Request can be narrowed in any way that is consistent 

with the Commission’s need for documents and information, you are encouraged to discuss any 

questions and possible modifications with the Commission representatives identified in 

Instruction I 11 of this Request. All modifications to this Request must be agreed to in writing 

by a Commission representative. Submit the information requested in Specifications 1 and 10(a) 

of this Request promptly to facilitate discussions about any potential modifications to this 

Request including the scope of the Company’s search or interrogatory response obligations. 

SPECIFICATIONS 

1. Submit: 

(a) one copy of each organization chart and personnel directory in effect since 

January 1, [Yr-2] for the Company as a whole and for each of the Company’s 

facilities or divisions involved in any activity relating to any Relevant Product 

[Service]; 

(b) a list of all agents and representatives of the Company, including, but not limited 

to, all attorneys, consultants, investment bankers, product distributors, sales 

agents, and other Persons retained by the Company in any capacity relating to the 

Proposed Transaction or any Relevant Product [Service] (excluding those retained 

solely in connection with environmental, tax, human resources, pensions, benefits, 

ERISA, or OSHA issues); 

(c) for each Person identified in response to Specification 1(b), the agent’s or 

representative’s title, business address, and telephone number, as well as a 

description of that Person’s responsibilities in any capacity relating to the 

Proposed Transaction or any Relevant Product [Service] provided in any Relevant 

Area; and 

(d) an Information Systems Diagram for the Company. 

2. List each Relevant Product manufactured or sold [Service provided] by the Company in 

the Relevant Area, and for each: 

(a) provide a detailed description of the product [service] [including its end uses]; and 

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Model Second Request 

Revised January 2024 

(b) state [the brand name and] the division, subsidiary, or affiliate of the Company 

that manufactures or sells [provides] or has manufactured or sold [provided] the 

product [service]. 

3. For each Relevant Product [Service] listed in response to Specification 2 above, state or 

provide: 

(a) the Company’s Sales to all customers in each Relevant Area, stated separately in 

units and dollars; 

(b) [that portion of the Company’s Sales to customers in each Relevant Area, stated 

separately in units and dollars, that were of products manufactured in the U.S.;] 

(c) [that portion of the Company’s Sales to customers in each Relevant Area, stated 

separately in units and dollars, that were of products manufactured outside the 

U.S.;] 

(d) that portion of the Company’s Sales to customers in each Relevant Area, stated 

separately in units and dollars, that were of products purchased from sources 

outside the Company and resold by the Company rather than of products 

manufactured by the Company; 

(e) the names and addresses of the [XX] Persons who purchased the greatest unit and 

dollar amounts of the Relevant Product [Service] from the Company in each 

Relevant Area; 

(f) [a sample contract for each customer type]; and 

(g) the name, address, estimated Sales, and estimated market share of the Company 

and each of the Company’s competitors in each Relevant Area in the manufacture 

or sale of the Relevant Product [provision of the Relevant Service]. 

4. State the location of each facility that manufactures or sells [including distribution 

centers, etc.], or has manufactured or sold, any Relevant Product [provides or has 

provided any Relevant Service] in the Relevant Area for the Company, and for each such 

facility state: the current nameplate and practical capacity and the [annual, monthly] 

capacity utilization rate for production of each Relevant Product manufactured at the 

facility, specifying all other factors used to calculate capacity; the number of shifts 

normally used at the facility; and the feasibility of increasing capacity [by X% or more], 

including the costs and time required. 

5. For each Relevant Product manufactured or sold [Service provided] in the Relevant Area, 

submit (a) one copy of all current selling aids and promotional materials and (b) all 

documents relating to advertising [and marketing] Plans and strategies. 

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6. Submit all documents relating to the Company’s or any other Person’s Plans relating to 

any Relevant Product [Service] [in the Relevant Area], including, but not limited to, 

business plans; short-term and long-range strategies and objectives; expansion or 

retrenchment plans; research and development efforts; presentations to management 

committees, executive committees, and boards of directors; and budgets and financial 

projections. For regularly prepared budgets and financial projections, the Company need 

only submit one copy of final year-end documents for prior years, and cumulative yearto-date documents for the current year. 

7. Submit all documents relating to competition in the manufacture or sale of any Relevant 

Product [provision of any Relevant Service] in the Relevant Area, including, but not 

limited to, market studies, forecasts and surveys, and all other documents relating to: 

(a) the Sales, market share, or competitive position of the Company or any of its 

competitors; 

(b) the relative strength or weakness of Persons producing or selling each Relevant 

Product [providing each Relevant Service]; 

(c) supply and demand conditions; 

(d) attempts to win customers from other Persons and losses of customers to other 

Persons, [including, but not limited to, all sales personnel call reports and win/loss 

reports]; 

(e) allegations by any Person that any Person that manufactures or sells any Relevant 

Product [provides any Relevant Service] is not behaving in a competitive manner, 

including, but not limited to, customer and competitor complaints; and threatened, 

pending, or completed lawsuits; and 

(f) any actual or potential effect on the supply, demand, cost, or price of any 

Relevant Product [Service] as a result of competition from any other possible 

substitute product [service]. 

8. Submit: 

(a) all documents relating to the Company’s or any other Person’s price lists, pricing 

Plans, pricing policies, pricing forecasts, pricing strategies, price structures, 

pricing analyses, price zones, and pricing decisions relating to any Relevant 

Product [Service] in the Relevant Area; and 

(b) all studies, analyses, or assessments of the pricing or profitability of any Relevant 

Product [Service] sold or provided by the Company, [by third-party 

distributors/lessee dealers/etc.], or through other channels of trade in any Relevant 

Area. 

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9. Identify the Person(s) at the Company responsible for creating or monitoring price 

strategy, [price zones,] pricing practices, and pricing policies for the Relevant Product 

[Service] in the Relevant Area. Describe in detail the Company’s pricing strategy, 

pricing practices, and pricing policies, including, but not limited to: 

(a) a description regarding how, and how often, the prices for each Relevant Product 

[Service] in each Relevant Area are determined; 

(b) whether, and how, pricing based on customer characteristics, presence of other 

competitors, or other factors are used by the Company in determining the prices 

for each Relevant Product [Service] in each Relevant Area; and 

(c) [whether, and how, price zones and/or pricing based on geographic areas, the 

presence of local competitors, or other factors are used by the Company for each 

Relevant Product [Service] in each Relevant Area.] 

10. Identify each electronic database used or maintained by the Company in connection with 

any Relevant Product [Service] at any time after January 1, [Yr-3], that contains 

information concerning the Company’s (i) products [services] and product codes; 

(ii) facilities; (iii) production; (iv) shipments; (v) bids or sales proposals; (vi) sales; 

(vii) prices; (viii) margins; (ix) costs, including but not limited to production costs, 

distribution costs, standard costs, expected costs, and opportunity costs; (x) patents or 

other intellectual property; (xi) research or development projects; or (xii) customers. For 

each such database: 

(a) describe the (i) database type, i.e., flat, relational, or enterprise; (ii) fields, query 

forms, and reports available or maintained; (iii) software product(s) or platform(s) 

required to access the database; 

(b) for each Relevant Product [Service] in each Relevant Area, compile and submit 

one or more Data Sets from the database comprising data used or maintained by 

the Company at any time after January 1, [Yr-3] that constitutes, records, or 

discusses: 

(i) discount requests or approvals (including rebates and other promotions); 

(ii) sales personnel call reports; 

(iii) meeting competition requests or approvals; 

(iv) win/loss reports; 

(v) prices, quotes, estimates, or bids submitted to any customer; 

(vi) the results of any bid or quote submitted to any customer or prospective 

customer; 

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(vii) customer relationships; and 

(viii) transaction-level Sales data for all [top 20, 50, 100] customers by revenue 

and unit volume [and a X percent random sample of the remaining 

customers], including, but not limited to, customer name, customer 

address, product code, product description, and transaction date; and 

(c) for each Data Set provided in response to Specification 10(b), provide a data 

dictionary that includes: 

(i) a list of field names and a definition for each field contained in the Data 

Set; 

(ii) the meaning of each code that appears as a field value in the Data Set; and 

(iii) the primary key in the Data Set or table that defines a unique observation. 

The Company should consult Instruction I 3 regarding the inclusion of Sensitive 

Personally Identifiable Information or Sensitive Health Information in a Data Set(s) 

responsive to Specification 10. 

11. Provide each financial statement, budget, profit and loss statement, cost center report, 

profitability report, and any other financial report regularly prepared by or for the 

Company on any periodic basis, since January 1, [Yr-3], including, but not limited to, 

such statements and reports for the Company as a whole; for each of the Company’s 

manufacturing facilities, sales offices, and distribution facilities relating to the research, 

development, manufacture, license, sale, or provision of any Relevant Product [Service] 

in each Relevant Area; and for any product line or customer for any Relevant Product 

[Service] in each Relevant Area. For each such statement, budget, or report, state how 

often it is prepared, and identify the Person responsible for its preparation; provide all 

such statements and reports on both a quarterly basis and a yearly basis. For each 

Relevant Product [Service], provide all regularly prepared customer profitability reports 

and product line profitability reports. 

12. State the name and address of each Person that has entered or attempted to enter into, or 

exited from, the manufacture or sale of each Relevant Product [the provision of each 

Relevant Service] in any Relevant Area from [Yr-10] to the present. For each such 

Person, state: 

(a) the product(s) or service(s) it sells or provides, sold or provided, or attempted to 

sell or provide in each Relevant Area; 

(b) the date of its entry into, attempted entry into, or exit from the market; and 

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Model Second Request 

Revised January 2024 

(c) whether such Person constructed a new facility, converted assets previously used 

for another purpose, or began using facilities that were already being used for the 

same purpose. 

13. For each Relevant Product [Service], identify or describe (including the bases for your 

response) and submit all documents relating to: 

(a) requirements for entry into the production or sale of the Relevant Product 

[provision of the Relevant Service] in each Relevant Area including, but not 

limited to, research and development, planning and design, production 

requirements, distribution systems, service requirements, patents, licenses, sales 

and marketing activities, and any necessary governmental and customer 

approvals, and the time necessary to meet each such requirement; 

(b) the total costs required for entry into the production or sale of the Relevant 

Product [provision of the Relevant Service] in each Relevant Area; the amount of 

such costs that would be recoverable if the entrant were unsuccessful or elected to 

exit the manufacture or sale of the Relevant Product [provision of the Relevant 

Service]; the methods and amount of time necessary to recover such costs; and the 

total Sunk Costs entailed in satisfying the requirements for entry; 

(c) [barriers to entry into the production or sale of the Relevant Product [provision of 

the Relevant Service] in each Relevant Area, including but not limited to network 

and customer lock-in effects;] 

(d) possible new entrants into the manufacture or sale of the Relevant Product 

[provision of the Relevant Service] in each Relevant Area; and 

(e) the Minimum Viable Scale; the minimum and optimum plant size, production line 

size, capacity utilization rate, and production volume; requirements for multi-area, 

multi-plant, multi-product, or vertically integrated operations; and other factors 

required to attain any available cost savings, economies of scale or scope, or other 

efficiencies necessary to compete profitably in the manufacture or sale of the 

Relevant Product [provision of the Relevant Service] in each Relevant Area. 

14. State whether the Company has entered into the manufacture or sale of any Relevant 

Product [provision of any Relevant Service] in any Relevant Area from [Yr-5] to the 

present and provide date(s) of entry. For each Relevant Product [Service] in each 

Relevant Area, describe in detail the steps taken by the Company to enter, including but 

not limited to steps related to research and development, planning and design, production, 

distribution, patents, licenses, sales and marketing activities, and any necessary 

governmental and customer approvals, and the time required to complete each step. For 

each entry event provide the costs associated with each step taken by the Company to 

enter. 

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Model Second Request 

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15. Submit all documents relating to any Plans of the Company or any other Person for the 

construction of new facilities, the closing of any existing facilities, or the expansion, 

conversion, or modification (if such modification has a planned or actual cost of more 

than $[xxxxxxxx]) of current facilities for the manufacture or sale of any Relevant 

Product [provision of any Relevant Service] [in the Relevant Area]. 

16. [Submit all documents relating to actual and potential imports into, or exports from, each 

Relevant Area of any Relevant Product, including, but not limited to, documents 

showing: the names of importers or exporters; the market share or position of such 

importers or exporters; the quality or quantity of products imported or exported in total or 

by any Person; and any costs or barriers to imports or exports. Describe all quotas, 

tariffs, and transportation costs relating to imports into, or exports from, each Relevant 

Area of any Relevant Product.] 

17. [Identify, and state whether the Company is a member of or subscribes to, all trade 

associations, information services, and other organizations relating to the production or 

sale of any Relevant Product [provision of any Relevant Service]. Submit one copy of all 

documents submitted to or received from each identified organization (or its agents) by 

any Person that discuss or describe production, Sales, prices, competition, or entry 

conditions relating to the Relevant Product [Service].] 

18. [Identify each non-U.S. competition or antitrust authority that the Company has notified 

(or intends to notify) of the Proposed Transaction, and for each authority: 

(a) state the date (or expected date) the authority was (or is expected to be) notified; 

(b) provide copies of all documents (including draft filings) submitted to the 

authority, including but not limited to, notifications and appendices, remedies 

submitted to a reviewing authority or authorities for market testing, white papers, 

responses to requests for information, and competitive impact submissions; 

(c) state the date (or expected date) the authority completed (or will complete) its 

review; and 

(d) submit a copy of any draft or final order, decision to enter a new stage of 

investigation (e.g., a 6(1)(c) decision by the European Commission), Statement of 

Objections, or request for additional information, issued by the authority in 

connection with its review.] 

19. Submit all documents relating to the Company’s or any other Person’s Plans for, interest 

in, or efforts undertaken to bring about any acquisition, divestiture, joint venture, 

alliance, or merger of any kind involving the manufacture or sale of any Relevant Product 

[provision of any Relevant Service] other than the Proposed Transaction. Provide a copy 

of all submissions provided to any regulatory agency relating to or in connection with any 

prior transaction involving the manufacture or sale of any Relevant Product [provision of 

any Relevant Service] in the Relevant Area other than the Proposed Transaction. 

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20. Submit all documents (except documents solely relating to environmental, tax, human 

resources, OSHA, or ERISA issues) relating to the Proposed Transaction and provide: 

(a) a timetable for the Proposed Transaction, a description of all actions that must be 

taken prior to consummation of the Proposed Transaction, and any harm that will 

result if the Proposed Transaction is not consummated [or is delayed]; 

(b) a detailed description of (including the rationale for) all Plans for changes in the 

Company’s and [A/B-Side’s] operations, structure, policies, strategies, corporate 

goals, financing, business, officers, employees, or any other area of corporate 

activity as a result of the Proposed Transaction. Identify all documents directly or 

indirectly used to prepare the Company’s response to this subpart; 

(c) a detailed description of the reasons for the Proposed Transaction and the 

benefits, costs, and risks anticipated as a result of the Proposed Transaction; and 

(d) a detailed description of all statements or actions by any Person (identifying the 

Person by name, title, and business address) in support of, in opposition to, or 

otherwise expressing opinions about the Proposed Transaction or its effects. 

21. Describe in detail, quantify (if possible), and submit all documents relating to the 

benefits, costs, and risks anticipated as a result of the Proposed Transaction, including, 

but not limited to, all cost savings, economies, or other efficiencies of any kind 

anticipated as a result of the Proposed Transaction, including: 

(a) a description of the steps the Company will take to achieve each benefit, cost 

saving, economy, or other efficiency; 

(b) the estimated time and cost required to achieve each benefit, cost saving, 

economy, or other efficiency and an explanation for how the cost was derived; 

(c) the estimated dollar value of each benefit, cost saving, economy, or other 

efficiency, stating separately the one-time fixed cost savings, recurring fixed cost 

savings, and variable cost savings in dollars per unit and dollars per year, and an 

explanation of how that value was derived; 

(d) an explanation of why the Company could not achieve each benefit, cost saving, 

economy, or other efficiency without the Proposed Transaction; and 

(e) the identity of each Person (including the Person’s title and business address) 

employed or retained by the Company with any responsibility for achieving, 

analyzing, or quantifying each benefit, cost saving, economy, or other efficiency 

described. 

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22. Describe and submit all documents related to any Relevant Product [Service] that discuss 

the Company’s Plans or attempts to: 

(a) reduce its costs; 

(b) improve its products or services; 

(c) expand its sales or distribution efforts; 

(d) introduce new products or services; 

(e) integrate the Relevant Products [Services] sold by the Company with any 

products [services] sold by [A/B-Side]; 

(f) improve its operating performance, financial condition, or competitive viability; 

(g) close, consolidate or rationalize any facility; 

(h) discontinue the research, development, manufacture, license, or sale of any 

Relevant Product or product line [Service]; and 

(i) achieve any benefits as a result of any multi-plant, multi-product, or vertically 

integrated operation of the Company. 

23. Describe in detail (including the time and cost required to achieve), quantify (if possible), 

and submit all documents related to projected and actual cost savings, economies, or 

other efficiencies resulting or predicted to result from each previous merger, acquisition, 

or joint venture by the Company that is being relied upon by the Company to support any 

claim of predicted cost savings, economies, or other efficiencies expected to result from 

the Proposed Transaction. Provide a copy of all submissions provided to any regulatory 

agency relating to expected efficiencies with respect to any prior transaction. 

24. [Identify, and provide all documents relating to, each occasion that the Company 

(i) submitted a bid or negotiated to provide or sell any Relevant Product [Service] in or 

from any Relevant Area; or (ii) declined to submit a bid or negotiate to provide or sell 

any Relevant Product [Service] in or from any Relevant Area. For each such occasion, 

state or provide: 

(a) the date the request for proposal, inquiry, or other solicitation for bids or offers 

was received; 

(b) the identity of the Person that requested or received the bid; 

(c) the identity of the incumbent provider(s), if any, of the Relevant Product [Service] 

to the Person that requested or received the bid at the time of the request for 

proposal, inquiry, or other solicitation for bids or offers; 

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Model Second Request 

Revised January 2024 

(d) the request for proposal, inquiry, or other solicitation for the bid, including any 

proposed specifications, request for information, or request for quotation; 

(e) if applicable, the terms of the Company’s final bid, including, but not limited to, 

any aspects relating to price or quantity (e.g., incentives not to switch; rebates, 

pre-bates, cash awards, etc.; the product/services covered; the geography 

covered); the terms of any other Company bid; and the date each Company bid 

was submitted; 

(f) if applicable, the pricing methodology or calculations the Company used for its 

bid(s), and all factors considered in determining the bid price and other terms; 

(g) an itemized breakdown of the Company’s estimated total, fixed, and variable 

costs, and the Company’s gross margin, relating to each bid; 

(h) the reason the Company declined to bid, if applicable; 

(i) the identity of each Person that submitted a competing bid and the terms of each 

competing bid, including any proposal by the prospective customer to provide any 

part of the Relevant Product [Service] in-house; 

(j) the date that the contract was awarded or that the Company expects it to be 

awarded; 

(k) if applicable, the identity of the Person(s) to whom the contract or order was 

awarded, the price and terms of the winning bid(s), and the products or services 

included in the winning bid(s); 

(l) whether the Company won the contract or order, and if so, state the Company’s 

actual Sales by Relevant Product [Service]; the total, fixed, and variable costs 

incurred by the Company; and the margin earned by the Company, pursuant to the 

contract; 

(m) the costs associated with preparing the bid; and 

(n) all documents relating to each bid or negotiation identified in this Specification.] 

25. Submit, without regard to custodian: 

(a) all documents provided to the Company’s Board of Directors relating to any 

Relevant Product [Service] in any Relevant Area; and 

(b) all minutes or other recordings of meetings of the Company’s Board of Directors 

relating to any Relevant Product [Service] in any Relevant Area. 

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Model Second Request 

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26. Identify each prior or ongoing investigation from [Yr-5] to the present by any state, 

federal, or international authority related to whether the Company has violated the 

antitrust or competition laws of any jurisdiction. The Company need not disclose (i) an 

investigation that has been reported to the federal agencies under the Hart-Scott-Rodino 

Act, (ii) that an investigation is currently being conducted by a grand jury, or (iii) that an 

investigation involves a pending leniency application made by the Company to the 

United States Department of Justice. For each applicable investigation, identify the 

authority that conducted or is conducting the investigation and describe the conduct being 

investigated and the status of the investigation (or outcome of the investigation if closed). 

 For each identified investigation, submit: 

(a) all communications between the Company and the authority relating to the 

investigation (excluding those to/from a grand jury); 

(b) all trial transcripts, deposition transcripts, declarations, and other sworn testimony 

related to the investigation (excluding grand jury testimony); and 

(c) all documents and information related to the investigation produced by the 

Company, employees of the Company, and former employees of the Company to 

the authority. 

27. Identify, and submit documents sufficient to show and, to the extent not reflected in such 

documents, describe in detail (including when the policy or procedure was last updated or 

changed, when any updates or changes were made during the period of this Request, and 

what prompted each update or change): 

(a) Company’s policies and procedures relating to the retention and destruction of 

documents, including: 

(i) any specific policies on the retention and destruction of email, chats, 

instant messages, text messages, and other methods of group and 

individual communication (e.g., Microsoft Teams, Slack); 

(ii) storage, deletion, and archiving of electronically stored information; or 

(iii) specific policies for documents in or sent via any Collaborative Work 

Environments or Messaging Applications; 

(b) Company policies and procedures relating to the use of both Employee-Owned 

Devices and Company-owned devices to conduct Company business, including 

technological feasibility of accessing Company emails, chats, instant messages, 

text messages, and other methods of group and individual communication (e.g., 

Microsoft Teams, Slack), documents, and databases; and 

(c) Company policies and procedures relating to installation or use of Messaging 

Applications on Company and Employee-Owned Devices used to conduct 

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Company business, including message retention obligations, suspension of 

automatic time-based or capacity-based deletion protocols, and use of services to 

capture or archive messages (e.g., use of Smarsh to archive SMS messages) that 

could be used to store or transmit documents (as defined in Definition D 6) 

responsive to this Request. 

28. List (a) each federal judicial district (e.g., District of Columbia, Southern District of New 

York) within the United States in which the Company has an agent to receive service of 

process, and provide each such agent’s name, current business and home addresses, and 

telephone numbers; (b) each federal judicial district within the United States in which the 

Company is incorporated or licensed to do business or currently is doing business; and (c) 

each federal judicial district within the United States in which the Company has an office 

or a facility, and, for each such office or facility, list the address and the individual in 

charge (with his or her title). 

Alternatively, the Company may respond to this Specification by providing a written 

stipulation that it agrees to accept service of process, and to subject itself to personal 

jurisdiction, in all federal judicial districts within the United States. 

29. Identify the Person(s) responsible for preparing the response to this Request and submit a 

copy of all instructions prepared by the Company relating to the steps taken to respond to 

this Request. Where oral instructions were given, identify the Person who gave the 

instructions, describe the content of the instructions, and identify the Person(s) to whom 

the instructions were given. For each Specification, identify the individual(s) who 

assisted in the preparation of the response, with a listing of the Persons (identified by 

name and corporate title or job description) whose files were searched by each. 

30. Identify the dates on which any document hold notices regarding the Transaction were 

provided to employees of the Company. Describe any steps taken or that will be taken to 

collect, preserve, retain, and/or produce documents in connection with any document 

hold notice regarding this Request. 

31. Identify any electronic production tools or software packages utilized by the Company in 

responding to this Request for: keyword searching, Technology Assisted Review, email 

threading, de-duplication, and global de-duplication or near-de-duplication (please note 

that the use of all forms of de-duplication or other processes used to eliminate data in 

some form require advance approval from Commission staff per Instruction I 4(e), and: 

(a) if the Company utilized keyword search terms to identify documents and 

information responsive to this Request, provide a list of the search terms used for 

each custodian; 

(b) if the Company utilized Technology Assisted Review software: 

(i) describe the collection methodology, including: (a) how the software was 

utilized to identify responsive documents; (b) the process the Company 

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utilized to identify and validate the seed set documents subject to manual 

review; (c) the total number of documents reviewed manually; (d) the total 

number of documents determined nonresponsive without manual review; 

(e) the process the Company used to determine and validate the accuracy 

of the automatic determinations of responsiveness and nonresponsiveness; 

(f) how the Company handled exceptions (“uncategorized documents”); 

and (g) if the Company’s documents include foreign language documents, 

whether reviewed manually or by some technology-assisted method; and 

(ii) provide all statistical analyses utilized or generated by the Company or its 

agents related to the precision, recall, accuracy, validation, or quality of its 

document production in response to this Request; and 

(c) identify the Person(s) able to testify on behalf of the Company about information 

known or reasonably available to the organization, relating to its response to this 

Specification. 

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DEFINITIONS 

For the purposes of this Request, the following Definitions apply: 

D 1. The term “the Company” or “[A-Side]” means [A-Side] [Ltd., plc] and includes any 

related entities; its domestic and foreign parents, predecessors, successors, divisions, 

subsidiaries, affiliates, partnerships and joint ventures; and all directors, officers, 

employees, agents, and representatives of the foregoing. The terms “subsidiary,” 

“affiliate,” and “joint venture” refer to any Person in which there is partial (25% or more) 

or total ownership or control between the Company and any other Person. 

D 2. The term “[B-Side]” means [B-Side] [Corporation, Inc.] and includes any related entities; 

its domestic and foreign parents, predecessors, successors, divisions, subsidiaries, 

affiliates, partnerships, and joint ventures; and all directors, officers, employees, agents, 

and representatives of the foregoing. The terms “subsidiary,” “affiliate,” and “joint 

venture” refer to any Person in which there is partial (25% or more) or total ownership or 

control between [B-Side] and any other Person. 

D 3. The term “Proposed Transaction” means the proposed acquisition of [B-Side] by [ASide] pursuant to the [Merger/Stock Purchase/Transaction/etc.] Agreement dated [date], 

or any other proposed, contemplated, discussed, or related transaction between [A-Side] 

and [B-Side]. 

D 4. The term “Collaborative Work Environment” means a platform used to create, edit, 

review, approve, store, organize, share, and access documents and information by and 

among authorized users, potentially in diverse locations and with different devices. Even 

when based on a common technology platform, Collaborative Work Environments are 

often configured as separate and closed environments, each of which is open to a select 

group of users with layered access control rules (reader vs. author vs. editor). 

Collaborative Work Environments include Microsoft SharePoint sites, eRooms, 

document management systems (e.g., iManage), intranets, web content management 

systems (“CMS”) (e.g., Drupal), wikis (e.g., Confluence), work tracking software (e.g., 

Jira), and blogs. 

D 5. The term “Data Set” means all or a subset of data held by, or accessible to, the Company 

in the normal course of business provided by the Company to respond to any 

Specification in this Request. 

D 6. The term “documents” means all written, printed, recorded, or electronically stored 

information (“ESI”) of any kind in the possession, custody, or control of the Company, 

including information stored on and communications sent through social media accounts 

like Twitter, Facebook, or Snapchat; including chats, instant messages, text messages, 

direct messages, other Messaging Applications, audio/visual recordings, wherever stored, 

including documents contained in Collaborative Work Environments and other document 

databases as well as copies of documents that are not identical duplicates of the originals 

in a person’s files; and copies of documents the originals of which are not in the 

14 
Model Second Request 

Revised January 2024 

possession, custody, or control of the Company. Employee-Owned Devices used to store 

or transmit documents responsive to this Request are considered in the possession, 

custody, or control of the Company. “Documents” includes metadata, formulas, and 

other embedded, hidden, and bibliographic or historical data describing or relating to any 

document. Unless otherwise specified, “documents” excludes bills of lading, invoices in 

non-electronic form, purchase orders, customs declarations, and other similar documents 

of a purely transactional nature; architectural plans and engineering blueprints; and 

documents solely relating to environmental, tax, human resources, OSHA, or ERISA 

issues. 

D 7. The term “Employee-Owned Device” means any computer, phone, tablet, or other 

electronic device owned by a Company employee that has been used to conduct business 

for Company. 

D 8. The term “Information Systems Diagram” means an organized list, schematic, diagram, 

or other representation sufficient to show where and how the Company stores all physical 

and electronic information in its possession, custody, or control, including, but not 

limited to, information systems (e.g., email messages, voice-mail messages, 

communications logs, enterprise content management, instant messaging, database 

applications), Collaborative Work Environments, locations where information is stored, 

including servers and backup systems (e.g., physical Company facility, third-party vendor 

location, cloud). The Diagram shall include, for each Custodian of the Company, an 

“Application List” identifying any communication, collaboration, Messaging 

Application, or Collaborative Work Environment accessible, either currently or at any 

time during the period for which information is requested per Instruction I.1, on any 

Employee-Owned Device or electronic device in the possession, custody, or control of 

the Company if the application has ever been used on any occasion, in any manner 

whatsoever, to discuss the Company or its business, and the associated telephone 

number(s), account name(s), user name(s), affiliated with each Messaging Application. 

D 9. The term “Messaging Application” refers to any electronic method that has ever been 

used by the Company and its employees to communicate with each other or entities 

outside the Company for any business purposes. “Messaging Application” includes 

platforms, whether for ephemeral or non-ephemeral messaging, for email, chats, instant 

messages, text messages, and other methods of group and individual communication 

(e.g., Microsoft Teams, Slack). “Messaging Application” may overlap with 

“Collaborative Work Environment.” 

D 10. The term “Person” includes the Company and means any natural person, corporate entity, 

partnership, association, joint venture, government entity, or trust. 

D 11. The term “relating to” means in whole or in part constituting, containing, concerning, 

discussing, describing, analyzing, identifying, or stating. 

D 12. The terms “and” and “or” have both conjunctive and disjunctive meanings. 

15 
Model Second Request 

Revised January 2024 

D 13. The term “Plans” means tentative and preliminary proposals, recommendations, or 

considerations, whether or not finalized or authorized, as well as those that have been 

adopted. 

D 14. The term “Sales” means net sales (i.e., total sales after deducting discounts, returns, 

allowances and excise taxes). “Sales” includes Sales of the Relevant Product [Service] 

whether manufactured [provided] by the Company itself or purchased from sources 

outside the Company and resold by the Company in the same manufactured form as 

purchased. 

D 15. The term “Relevant Product [Service]” as used herein means, and information shall be 

provided separately for, each [name or list of product(s) or service(s) at issue]. 

D 16. The term “Relevant Area” means, and information shall be provided separately for, (a) 

the United States and (b) worldwide [or regional or local market(s)]. 

D 17. The term “Minimum Viable Scale” means the smallest amount of production [smallest 

service volume] at which average costs equal the price currently charged for the Relevant 

Product [Service]. It should be noted that Minimum Viable Scale differs from the 

concept of minimum efficient scale, which is the smallest scale at which average costs 

are minimized. 

D 18. The term “Sunk Costs” means the acquisition costs of tangible and intangible assets 

necessary to manufacture and sell the Relevant Product [provide the Relevant Service] 

that cannot be recovered through the redeployment of these assets for other uses. 

D 19. The term “Technology Assisted Review” means any process that utilizes a computer 

algorithm to limit the number of potentially responsive documents subject to a manual 

review. A keyword search of documents with no further automated processing is not a 

Technology Assisted Review. 

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Model Second Request 

Revised January 2024 

INSTRUCTIONS 

For the purposes of this Request, the following Instructions apply: 

I 1. All references to year refer to calendar year. Unless otherwise specified, each of the 

Specifications calls for: (1) documents for each of the years from [January 1, Yr-2] to 

the present; and (2) information for each of the years from January 1, [Yr-3] to the 

present. Where information, rather than documents, is requested, provide it separately for 

each year; where yearly data is not yet available, provide data for the calendar year to 

date. If calendar year information is not available, supply the Company’s fiscal year data 

indicating the 12-month period covered, and provide the Company’s best estimate of 

calendar year data. 

I 2. This Request shall be deemed continuing in nature so as to require production of all 

documents responsive to any Specification included in this Request produced or obtained 

by the Company up to 45 calendar days prior to the date of the Company’s full 

compliance with this Request. [except for documents responsive to Specification 7, 

Specification 20, and Specification 26, for which the date is 21 calendar days prior to the 

date of the Company’s full compliance with this Request.] 

I 3. Do not produce any Sensitive Personally Identifiable Information (“Sensitive PII”) or 

Sensitive Health Information (“SHI”) prior to discussing the information with a 

Commission representative. If any document responsive to a particular Specification 

contains unresponsive Sensitive PII or SHI, redact the unresponsive Sensitive PII or SHI 

prior to producing the document. 

The term “Sensitive Personally Identifiable Information” means an individual’s Social 

Security Number alone; or an individual’s name, address, or phone number in 

combination with one or more of the following: 

 date of birth 

 driver’s license number or other state identification number, or a foreign 

country equivalent 

 passport number 

 financial account number 

 credit or debit card number 

The term “Sensitive Health Information” includes medical records and other individually 

identifiable health information, whether on paper, in electronic form, or communicated 

orally. Sensitive Health Information relates to the past, present, or future physical or 

mental health or condition of an individual, the provision of health care to an individual, 

or the past, present, or future payment for the provision of health care to an individual. 

17 
 

 

Model Second Request 

Revised January 2024 

I 4. Form of Production: The Company shall submit documents as instructed below absent 

written consent. 

(a) Documents stored in electronic or hard copy formats in the ordinary course of 

business shall be submitted in the following electronic format provided that such 

copies are true, correct, and complete copies of the original documents: 

(i) Submit Microsoft Excel, Access, and PowerPoint files in native format 

with extracted, metadata and TIFF image placeholder. 

(ii) Submit Emails in TIFF (Group IV) format with extracted text and the 

following metadata and information: 

Metadata/Document 

Information 

Description 

Spec No. Subpoena/request paragraph number to which 

the document is responsive 

Alternative Custodian List of custodians where the document has 

been removed as a duplicate. 

Bates Begin Beginning Bates number of the email. 

Bates End Bates number of the last page of the email. 

Beg Attach First Bates number of attachment range. 

End Attach Ending Bates number of attachment range. 

Custodian Name of the person from whom the email was 

obtained. 

Email BCC Names of person(s) blind copied on the email. 

Email CC Names of person(s) copied on the email. 

Email Date Received Date the email was received. [MM/DD/YYYY] 

Email Date Sent Date the email was sent. [MM/DD/YYYY] 

Email From Names of the person who authored the email. 

Email Message ID Microsoft Outlook Message ID or similar 

value in other message systems. 

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Model Second Request 

Revised January 2024 

Metadata/Document 

Information 

Description 

Email Subject Subject line of the Email or Calendar Invite 

Email Time Received Time email was received. [HH:MM:SS AM/PM] 

Email To Recipients(s) of the email. 

Email Time Sent Time email was sent. [HH:MM:SS AM/PM] 

Page count Number of pages in record. 

File size Size of document in KB. 

File Extension File extension type (e.g., docx, xlsx). 

Record Type Indicates form of record: E-Doc, E-Doc 

Attachment, Email, Email Attachment, 

HardCopy, Calendar Appt, Text Message, 

Chat Message etc. 

Folder File path/folder location of email. 

Hash Identifying value used for deduplication – 

typically SHA1 or MD5. 

Redaction Indicates Yes or No status regarding 

document redactions. 

Text Link Relative path to submitted text file. 

Example: \TEXT\001\FTC0003090.txt 

(iii) Submit Email attachments other than those described in subpart (a)(i) in 

TIFF (Group IV) format. For all email attachments, provide extracted text 

and the following metadata and information as applicable: 

Metadata/Document 

Information 

Description 

Spec No. Subpoena/request paragraph number to which 

the document is responsive 

Alternative Custodian List of custodians where the document has 

been removed as a duplicate. 

Bates Begin Beginning Bates number of the document. 

19 
Model Second Request 

Revised January 2024 

Metadata/Document 

Information 

Description 

Bates End Last Bates number of the document. 

Beg Attach First Bates number of attachment range. 

End Attach Ending Bates number of attachment range. 

Custodian Name of person from whom the file was 

obtained. 

Date Created Date the file was created. [MM/DD/YYY] 

Date Modified Date the file was last changed and saved. 

[MM/DD/YYYY] 

Page count Number of pages in record. 

File size Size of document in KB. 

File Extension File extension type (e.g., docx, xlsx). 

Filename with extension Name of the original native file with file 

extension. 

Record Type Indicates form of record: E-Doc, E-Doc 

Attachment, Email, Email Attachment, 

HardCopy, Calendar Appt, Text Message, 

Chat Message etc. 

Hash Identifying value used for deduplication – 

typically SHA1 or MD5. 

Author Author field value extracted from the 

metadata of a native file 

Last Author Last Saved By field value extracted from 

metadata of a native file 

Redaction Indicates Yes or No status regarding 

document redactions. 

Native Link Relative file path to submitted native or near 

native files. 

Example: \NATIVES\001\FTC0003090.xls 

Parent ID Document ID or beginning Bates number of 

the parent email. 

20 
Model Second Request 

Revised January 2024 

Metadata/Document 

Information 

Description 

Text Link Relative path to submitted text file. 

Example: \TEXT\001\FTC0003090.txt 

Time Created Time file was created. [HH:MM:SS AM/PM] 

Time Modified Time file was saved. [HH:MM:SS AM/PM] 

(iv) Submit all other electronic documents, other than those described in 

subpart (a)(i), in TIFF (Group IV) format accompanied by extracted text 

and the following metadata and information: 

Metadata/Document 

Information 

Description 

Alternative Custodian List of custodians where the document has 

been removed as a duplicate. 

Bates Begin Beginning Bates number of the document. 

Bates End Last Bates number of the document. 

Beg Attach First Bates number of attachment range. 

End Attach Ending Bates number of attachment range. 

Custodian Name of the original custodian of the file. 

Date Created Date the file was created. [MM/DD/YYY] 

Date Modified Date the file was last changed and saved. 

[MM/DD/YYYY HH:MM:SS AM/PM] 

Record Type Indicates form of record: E-Doc, E-Doc 

Attachment, Email, Email Attachment, 

HardCopy, Calendar Appt, Text Message, 

Chat Message etc. 

Author Author field value extracted from the 

metadata of a native file 

Last Author Last Saved By field value extracted from 

metadata of a native file 

Redaction Indicates Yes or No status regarding 

document redactions. 

21 
Model Second Request 

Revised January 2024 

Metadata/Document 

Information 

Description 

Page count Number of pages in record. 

File size Size of document in KB. 

File Extension File extension type (e.g., docx, xlsx). 

Filename with extension Name of the original native file with file 

extension. 

Hash Identifying value used for deduplication – 

typically SHA1 or MD5. 

Originating Path File path of the file as it resided in its original 

environment. 

Production Link Relative path to submitted native or near 

native files. 

Example: \NATIVES\001\FTC0003090.xls 

Text Link Relative path to submitted text file. 

Example: \TEXT\001\FTC-0003090.txt 

Time Created Time file was created. [HH:MM:SS AM/PM] 

Time Modified Time file was saved. [HH:MM:SS AM/PM] 

(v) Submit documents stored in hard copy in TIFF (Group IV) format 

accomplished by OCR with the following information: 

Metadata/Document 

Information 

Description 

Spec No. Subpoena/request paragraph number to which 

the document is responsive 

Bates Begin Beginning Bates number of the document. 

Bates End Bates number of the last page of the 

document. 

Record Type Indicates form of record: E-Doc, E-Doc 

Attachment, Email, Email Attachment, 

HardCopy, Calendar Appt, Text Message, 

Chat Message etc. 

22 
Model Second Request 

Revised January 2024 

Page count Number of pages in record. 

Redaction Indicates Yes or No status regarding 

document redactions. 

Custodian Name of person from whom the file was 

obtained. 

(vi) Submit redacted documents in TIFF (Group IV) format accompanied by 

OCR with the metadata and information required by relevant document 

type in subparts (a)(i) through (a)(v) above. For example, if the redacted 

file was originally an attachment to an email, provide the metadata and 

information specified in subpart (a)(iii) above. Additionally, please 

provide a basis for each privilege claim as detailed in Instruction I 7. 

(b) Submit data compilations in electronic format, specifically Microsoft Excel 

spreadsheets or delimited text formats, with all underlying data un-redacted and 

all underlying formulas and algorithms intact. Submit data separately from 

document productions. 

(c) Produce electronic file and ESI processed submissions as follows: 

(i) For productions over 20 gigabytes, use an External Hard Disc Drive 

(stand-alone portable or hard drive enclosure) or USB Flash Drive in 

Microsoft Windows-compatible, uncompressed data format. 

(ii) For productions under 20 gigabytes, submissions may be transmitted 

electronically via FTP. The FTC uses Kiteworks Secure File Transfer. 

To request a Kiteworks upload invitation, contact the FTC representative 

identified in the request you received. 

Use of other File Transfer methods is permitted. Please discuss this option 

with the FTC representative identified in the request to determine the 

viability. 

(iii) CD-ROM (CD-R, CD-RW) optical disks and DVD-ROM (DVD+R, 

DVD+RW) optical disks for Windows-compatible computers, are 

acceptable storage formats. 

(iv) All documents produced in electronic format shall be scanned for and free 

of viruses prior to submission. The Commission will return any infected 

media for replacement, which may affect the timing of the Company’s 

compliance with this Request. 

(v) Encryption of productions using NIST FIPS-Compliant cryptographic 

hardware or software modules, with passwords sent under separate cover, 

23 
Model Second Request 

Revised January 2024 

is strongly encouraged. 

(d) Each production shall be submitted with a transmittal letter that includes the FTC 

matter number; production volume name; encryption method/software used; list 

of custodians and document identification number range for each; total number of 

documents; and a list of load file fields in the order in which they are organized in 

the load file. 

(e) If the Company intends to utilize any de-duplication or email threading software 

or services when collecting or reviewing information that is stored in the 

Company’s computer systems or electronic storage media, or if the Company’s 

computer systems contain or utilize such software, the Company must contact a 

Commission representative to determine, with the assistance of the appropriate 

government technical officials, whether and in what manner the Company may 

use such software or services when producing materials in response to this 

Request. 

I 5. Before using software or technology (including search terms, email threading, 

Technology Assisted Review, deduplication, or similar technologies) to identify or 

eliminate documents, data, or information potentially responsive to this Request, the 

Company must submit a written description of the method(s) used to conduct any part of 

its search. In addition, for any process that relies on search terms to identify or eliminate 

documents, the Company must submit: (a) a list of proposed terms; (b) a tally of all the 

terms that appear in the collection and the frequency of each term; (c) a list of stop words 

and operators for the platform being used; and (d) a glossary of industry and company 

terminology. For any process that relies on a form of Technology Assisted Review to 

identify or eliminate documents, the Company must include (a) confirmation that subjectmatter experts will be reviewing the seed set and training rounds; (b) recall, precision, 

and confidence-level statistics (or an equivalent); and (c) a validation process that allows 

Commission representatives to review statistically-significant samples of documents 

categorized as non-responsive documents by the algorithm. 

I 6. All documents responsive to this Request: 

(a) shall be produced in complete form, un-redacted unless privileged, and in the 

order in which they appear in the Company’s files; 

(b) shall be marked on each page with corporate identification and consecutive 

document control numbers when produced in TIFF format (e.g., ABC-00000001); 

(c) if written in a language other than English, shall be translated into English, with 

the English translation attached to the foreign language document; 

(d) shall be produced in color where necessary to interpret the document (if the 

coloring of any document communicates any substantive information, or if blackand-white photocopying or conversion to TIFF format of any document (e.g., a 

24 
Model Second Request 

Revised January 2024 

chart or graph), makes any substantive information contained in the document 

unintelligible, the Company must submit the original document, a like-colored 

photocopy, or a JPEG format TIFF); 

(e) shall be accompanied by an index that identifies: (i) the name of each Person 

from whom responsive documents are submitted; and (ii) the corresponding 

consecutive document control number(s) used to identify that Person’s 

documents. If the index exists as a computer file(s), provide the index both as a 

printed hard copy and in machine-readable form (provided that, Commission 

representatives determine prior to submission that the machine-readable form 

would be in a format that allows the agency to use the computer files). The 

Commission representative will provide a sample index upon request; and 

(f) shall be accompanied by an affidavit of an officer of the Company stating that the 

copies are true, correct, and complete copies of the original documents. 

I 7. If any documents or parts of documents are withheld from production based on a claim of 

privilege, provide a statement of the claim of privilege and all facts relied upon in support 

thereof, in the form of a log that includes, in separate fields, a privilege identification 

number; beginning and ending document control numbers; parent document control 

numbers; attachments document control numbers; family range; number of pages; all 

authors; all addressees; all blind copy recipients; all other recipients; all custodians; date 

of the document; the title or subject line; an indication of whether it is redacted; the basis 

for the privilege claim (e.g., attorney-client privilege), including the underlying privilege 

claim if subject to a joint-defense or common-interest agreement; and a description of the 

document’s subject matter. Attachments to a document should be identified as such and 

entered separately on the log. For each author, addressee, and recipient, state the 

Person’s full name, title, and employer or firm, and denote all attorneys with an 

asterisk. The description of the subject matter shall describe the nature of each document 

in a manner that, though not revealing information itself privileged, provides sufficiently 

detailed information to enable Commission staff, the Commission, or a court to assess the 

applicability of the privilege claimed. For each document or part of a document withheld 

under a claim that it constitutes or contains attorney work product, also state whether the 

Company asserts that the document was prepared in anticipation of litigation or for trial 

and, if so, identify the anticipated litigation or trial upon which the assertion is 

based. Submit all non-privileged portions of any responsive document (including nonprivileged or redactable attachments) for which a claim of privilege is asserted (except 

where the only non-privileged information has already been produced in response to this 

Instruction), noting where redactions in the document have been made. Documents 

authored by outside lawyers representing the Company that were not directly or indirectly 

furnished to the Company or any third party, such as internal law firm memoranda, may 

be omitted from the log. Provide the log in Microsoft Excel readable format. 

I 8. If the Company is unable to answer any question fully, supply such information and data 

as are available. Explain why the answer is incomplete, the efforts made by the 

Company to obtain the information and data, and the source from which the complete 

25 
Model Second Request 

Revised January 2024 

answer may be obtained. If books and records that provide accurate answers are not 

available, enter best estimates and describe how the estimates were derived, including the 

sources or bases of such estimates. Estimated data should be followed by the notation 

“est.” If there is no reasonable way for the Company to make an estimate, provide an 

explanation. 

I 9. If documents responsive to a particular Specification no longer exist for reasons other 

than the ordinary course of business or the implementation of the Company’s document 

retention policy as disclosed or described in response to Specification 27 of this Request, 

but the Company has reason to believe have been in existence, state the circumstances 

under which they were lost or destroyed, describe the documents to the fullest extent 

possible, state the Specification(s) to which they are responsive, and identify the Persons 

having knowledge of the content of such documents. 

I 10. In order for the Company’s response to this Request to be complete, the attached 

certification form must be executed by the Company official supervising compliance with 

this Request, notarized, and submitted along with the responsive materials. 

I 11. Any questions you have relating to the scope or meaning of anything in this Request or 

suggestions for possible modifications thereto should be directed to [Staff Contact 

Name] at [Telephone Number]. The response to the Request shall be delivered per the 

instruction of [Staff Contact Name] during the course of normal business (8:30 a.m. to 

5:30 p.m., Monday through Friday). [Staff Contact Name] will provide specific mail 

delivery instructions should that method of transmittal be required. 

26 
 

 

 

 

Model Second Request 

Revised January 2024 

CERTIFICATION 

As required by §803.6 of the implementing rules for the Hart-Scott-Rodino Antitrust 

Improvements Act of 1976, this response to the Request for Additional Information and 

Documentary Material, together with any and all appendices and attachments thereto, 

was prepared and assembled under my supervision in accordance with instructions issued 

by the Federal Trade Commission. Subject to the recognition that, where so indicated, 

reasonable estimates have been made because books and records do not provide the 

required information, the information is, to the best of my knowledge, true, correct, and 

complete in accordance with the statute and rules. 

Where copies rather than original documents have been submitted, the copies are true, 

correct, and complete. If the Commission uses such copies in any court or administrative 

proceeding, the Company will not object based on the Commission not offering the 

original document. 

__________________________________________ (Signature) 

(Type or Print Name and Title) 

Subscribed and sworn to before me at the City of , 

State of , this day of , 20___. 

(Notary Public) 

(Date Commission Expires) 

27