                                                                                        ACCEPTED
                                                                                    03-16-00718-CV
                                                                                          14542563
                                                                         THIRD COURT OF APPEALS
                                                                                    AUSTIN, TEXAS
                                                                                1/3/2017 6:00:01 PM
                                                                                  JEFFREY D. KYLE
                                                                                             CLERK
                              NO. 03-16-00718-CV

                   ___________________________________        FILED IN
                                                       3rd COURT OF APPEALS
                                                           AUSTIN, TEXAS
                       IN THE COURT OF APPEALS         1/3/2017 6:00:01 PM
                   FOR THE THIRD JUDICIAL DISTRICT JEFFREY D. KYLE
                    __________________________________         Clerk


          IN RE VOLKSWAGEN CLEAN DIESEL LITIGATION:
                   TCAA ENFORCEMENT CASE

                _________________________________________

  VOLKSWAGEN GROUP OF AMERICA, INC. AND PORSCHE CARS
 NORTH AMERICA, INC.’S MOTION TO EXPEDITE THEIR MOTION
TO STAY MDL COURT PROCEEDINGS AND EMERGENCY REQUEST
FOR TEMPORARY STAY DURING THE PENDENCY OF THEIR STAY
                          MOTION
         __________________________________________


      TO THE HONORABLE THIRD COURT OF APPEALS:

      Since Volkswagen Group of America, Inc. (“VWGoA”) and Porsche Cars

North America, Inc. (“Porsche”) filed their Motion to Stay MDL Court

Proceedings (the “Motion to Stay”), the State of Texas filed a Motion to Compel

Discovery from VWGoA (about which the parties are scheduled to meet and

confer next week), and also sent a letter requesting to schedule numerous

depositions. VWGoA and Porsche accordingly file this Motion to Expedite a

ruling on their Motion to Stay MDL Court Proceedings. VWGoA and Porsche

further request a temporary stay of all proceedings in the MDL Court pending a

determination of their Motion to Stay.


                                         1
                                                   I.

        Since VWGoA and Porsche Filed Their Stay Motion, Plaintiffs Have
                         Requested Six Depositions

          On December 28, 2016, Lead Counsel for the TCAA County Plaintiffs and

Government Liaison Counsel sent a letter to counsel for VWGoA and Porsche

requesting six depositions and proposing dates for those depositions in early 2017.1

That deposition letter-request was in violation of the stay described in VWGoA

and Porsche’s Motion to Stay. Unless the instant Motion to Stay is decided with

expedition, VWGoA, current and former employees of VWGoA and its affiliates,

and third parties will be required to schedule those depositions, participate in

deposition preparation, and potentially even be deposed, all in derogation of the

stay.

          VWGoA and Porsche accordingly request that this Court expedite a ruling

on their Motion to Stay. Further, VWGoA and Porsche request that the Court enter

a temporary stay of all proceedings in cause number D-GN-16-000370 until their

Motion to Stay is decided.




1
    The letter is attached hereto and incorporated herein for all purposes as Exhibit “A.”


                                                   2
                                             II.

Since VWGoA and Porsche Filed Their Stay Motion, the State Has Continued
to Request Other Discovery, Including Through Interrogatories and Requests
                              for Admissions

       Today, the State filed a 147-page Motion to Compel VWGoA to Respond to

the State’s First Set of Interrogatories and Requests for Admission.2 While that

motion is not yet set for hearing, the parties are scheduled to meet and confer

regarding VWGoA’s discovery responses, as well as the State’s Motion to Compel,

next week. Unless the instant Motion to Stay is decided with expedition, VWGoA

will be required to meet and confer with the State regarding its discovery

responses, amend its discovery responses during the pendency of VWGoA’s

appeal, and potentially engage in oral argument on the State’s Motion to Compel,

all in violation of the stay.

       VWGoA accordingly requests that this Court expedite a ruling on its Motion

to Stay for this additional reason. Further, VWGoA requests that the Court enter a

temporary stay of all proceedings in cause number D-GN-16-000370 until its

Motion to Stay is decided.




2
 The Motion is attached hereto and incorporated herein for all purposes as Exhibit “B.”
Although the Certificate of Conference states the motion was e-filed and e-served on December
30, 2016, VWGoA was not served with the motion until today.


                                              3
                                     III.

                            Conclusion & Prayer

      For the above reasons, VWGoA and Porsche request the Court expedite their

Motion to Stay MDL Court Proceedings and enter a temporary stay of all

proceedings in cause number D-GN-16-000370 until the their Motion to Stay is

decided.


                                    Respectfully submitted,
                                    /s/ C. Vernon Hartline, Jr.
                                    C. VERNON HARTLINE, JR.
                                    State Bar No. 09159500
                                    hartline@flash.net

                                    HARTLINE DACUS BARGER
                                    DREYER LLP
                                    8750 N. Central Expressway, Suite 1600
                                    Dallas, Texas 75231
                                    214-369-2100
                                    214-369-2118 fax

                                    And

                                    DARRELL L. BARGER
                                    State Bar No. 01733800
                                    dbarger@hdbdlaw.com

                                    HARTLINE DACUS BARGER
                                    DREYER LLP
                                    1980 Post Oak Boulevard, Suite 1800
                                    Houston, Texas 77056
                                    713-759-1990
                                    713-652-2419 fax



                                      4
And

RICHARD W. CREWS, JR.
State Bar No. 05075500
rcrews@hdbdlaw.com

HARTLINE DACUS BARGER
DREYER LLP
800 North Shoreline Blvd.
Suite 2000, North Tower
Corpus Christi, TX 78401
361-866-8000
361-866-8039 fax

And

JEFFREY L. CHASE
NY State Bar No. 1002203
jchase@herzfeld-rubin.com
MICHAEL B. GALLUB
NY State Bar No. 2141851
mgallub@herzfeld-rubin.com

HERZFELD & RUBIN, P.C.
125 Broad Street
New York, New York 10004
212-471-8459
212-344-3333 fax

And

ROBERT J. GIUFFRA, JR.
New York State Bar 2309177
giuffrar@sullcrom.com
SHARON L. NELLES
New York State Bar 2613073
nelless@sullcrom.com
WILLIAM B. MONAHAN
New York State Bar 4229027
monahanw@sullcrom.com

  5
                                     SULLIVAN & CROMWELL LLP
                                     125 Broad Street
                                     New York, New York 10004
                                     212-558-4000
                                     Fax: 212-558-3588

                                     ATTORNEYS FOR DEFENDANTS
                                     VOLKSWAGEN GROUP OF
                                     AMERICA, INC., AUDI OF AMERICA,
                                     LLC AND VOLKSWAGEN GROUP OF
                                     AMERICA CHATTANOOGA
                                     OPERATIONS, LLC

                                     And

                                     DARREN L.MCCARTY
                                     State Bar No. 24007631
                                     darren.mccarty@alston.com

                                     ALSTON & BIRD LLP
                                     2828 North Harwood Street, Suite 1800
                                     Dallas, Texas 75201
                                     (214) 922-3400 –Telephone
                                     (214) 922-3899 –Facsimile

                                     COUNSEL FOR PORSCHE CARS
                                     NORTH AMERICA, INC.

                     CERTIFICATE OF CONFERENCE

       I hereby certify that on the 3rd day of January, 2017, counsel for VWGoA
attempted to confer with counsel for the State of Texas and counsel for the
counties involved in TCAA Enforcement Case MDL, Cause No. D-1-GN-16-
000370 via email. Neither counsel for the State nor counsel for the counties have
responded to VWGoA’s counsel’s email at the time this motion was filed, but both
have previously indicated their opposition to a stay of all proceedings in the MDL
Court.

                                     /s/ C. Vernon Hartline, Jr.
                                     C. VERNON HARTLINE, JR.

                                        6
                         CERTIFICATE OF SERVICE

      I hereby certify that on the 3rd day of January, 2017, a true and correct copy
of this pleading was served in accordance with the Texas Rules of Appellate
Procedure on all known counsel of record.

                                      /s/ C. Vernon Hartline, Jr.
                                      C. VERNON HARTLINE, JR.




                                         7
EXHIBIT A
                                                            December 28, 2016


C. Vernon Hartline, Jr.
Hartline Dacus Barger Dreyer LLP
8750 North Central Expressway, Suite 1600
Dallas, Texas 75231
via email: vhartline@hdbdlaw.com

Darren L. McCarty
Alston & Bird
2828 N. Harwood Street, Suite 1800
Dallas, Texas 75201
via email: darren.mccarty@alston.com

Re:        Master File No. D-1-GN-16-000370; In re Volkswagen Clean Diesel Litigation
           (MDL 15-0884); 353rd District Court of Travis County, Texas.

           Master File No. D-1-GN-16-000449; In re Volkswagen Clean Diesel Litigation
           (MDL 15-0884); 353rd District Court of Travis County, Texas.

Dear Counsel:

   We write to advise you that the members of the Plaintiffs’ Leadership intend to take the
depositions of the following witnesses in Texas MDL proceedings in the order listed:

      1.   Michael Horn
      2.   Stuart Johnson
      3.   Oliver Schmidt
      4.   Matthias Barke
      5.   Christopher Grundler
      6.   Corporate Representative to be designated
    In accordance with Paragraph 5 of the “Participation in Depositions Taken in the Federal
MDL” agreement filed with the Travis County District Court on November 2, 2016, we intend to
provide notices for the above listed deponents. However, in advance of providing notice we wanted
to propose the following potential deposition dates that are acceptable to Plaintiffs’ Leadership:




            P os t Of fic e B ox 12548 , Aust in, Texa s 7 8 7 1 1 - 2 5 4 8 • ( 5 1 2 ) 4 6 3 - 2 1 0 0 • www. t exa satt or n eygen era l. gov
December 28, 2016
Page 2




      February 13-17, 2017

      February 20-24, 2017

      February 27-28, 2017

      March 1-3, 2017

      March 6-10, 2017

      Please let us know which of the above dates are workable for you and the witnesses listed.

                                               Best regards,

/s/ Richard Warren Mithoff              /s/ Patrick K. Sweeten
Richard Mithoff                         Patrick K. Sweeten
Lead Counsel for TCAA County Plaintiffs Government Liaison Counsel



cc:      Craig Patrick, via email
EXHIBIT B
                                     CAUSE NO. D-1-GN-16-000370

    IN RE VOLKSWAGEN CLEAN DIESEL                         §                IN THE DISTRICT COURT
    LITIGATION: TCAA ENFORCEMENT                          §
    CASES                                                 §
                                                          §                 TRAVIS COUNTY, TEXAS
    TRAVIS COUNTY, TEXAS (TRAVIS                          §
    COUNTY CAUSE NUMBER D-1-GN-15-                        §
    004513)                                               §                 353rd JUDICIAL DISTRICT


     STATE OF TEXAS’ MOTION TO COMPEL VOLKSWAGEN TO RESPOND TO ITS
       FIRST SET OF INTERROGATORIES AND REQUESTS FOR ADMISSION
         On June 3, 2016, the State of Texas (“State”) served its first written discovery requests on

Defendant Volkswagen Group of America, Inc. (“Volkswagen”). These initial discovery requests

consisted of 14 interrogatories and 16 requests for admission. Volkswagen served its responses on

August 17, 2016, and served amended responses on September 19, 2016 and October 3, 2016. The

State sent four separate letters to Volkswagen detailing the improper objections forwarded by

Volkswagen, and the inadequate substantive responses. Each of those letters, and additional email

correspondence, included requests to confer with Volkswagen on these issues. Volkswagen

rebuffed the State’s overtures to confer. 1


     There are three major issues with the responses made by Volkswagen:


     •   Volkswagen begins their response with a list of objections which they assert apply to each

         request. However, Volkswagen also asserts some of these same objections to some, but not

         all, of the specific requests. Further, Volkswagen includes improper objections in this

         laundry list of objections that apply to all requests. Pursuant to TRCP 193.2(a), the party

         must state specifically the legal or factual basis for any objection, and the extent to which


1
  Volkswagen responded to the State’s latest request to confer, sent on December 7, 2016, by stating: “[W]e believed
(and still do believe) the State’s Appeal Stays the TCAA MDL.” This despite the fact that at the December 2, 2016
status hearing, the Court held that the State’s environmental cause is not stayed.
         the party is refusing to comply with the request. If Volkswagen has any valid objections,

         those have been thoroughly obscured by the use of a laundry list of objections, some of

         them improper, that purport to apply to each request, and the practice of asserting some of

         those same objections to specific discovery requests in many, but not all instances. An

         objection obscured by numerous unfounded objections is waived unless the court excuses

         the waiver for good cause shown. TRCP 193.2(e).

    •    Volkswagen objects to many of the State’s requests on the basis of privilege. In response

         to discovery requests, Volkswagen, pursuant to TRCP 193.3, may assert a privilege.

         Volkswagen must then follow the requirements of TRCP 193.3, and cannot avoid those

         requirements by “objecting” on the grounds of privilege. In addition to failing to follow

         the requirements of TRCP 193.3 when mounting a privilege “objection,” Volkswagen

         asserts that the subject matter of the State’s requests are privileged by virtue of

         Volkswagen’s German parent-company convening an “independent” investigation of the

         operative facts by a law firm. Ex post facto investigation by one’s parent-company does

         not create a privilege not to disclose facts relevant to the litigation. Volkswagen must

         respond to such inquiries as “Who at Volkswagen Group of America, Inc. had knowledge

         of the defeat devices prior to September 18, 2015?” 2 with the facts known to the

         corporation. It cannot properly respond by asserting a “privilege” because Volkswagen has

         communicated with counsel regarding these facts, or is aware of its parent-company’s

         investigation of itself and its role in the “clean diesel” matter.

    •    In response to some interrogatories, Volkswagen chose to respond that documents exist

         that contain the response. This is permissible under the TRCP 197.2(c); what is not



2
 A paraphrase for brevity of State’s Interrogatory 5; see Exhibit A, attached.
In re Volkswagen Clean Diesel Litigation
State of Texas’ Motion to Compel Volkswagen
to Respond its First Set of Interrogatories         Page 2 of 19
       permissible is to fail to adequately specify and, if applicable, produce or otherwise make

       available the documents which contain the response—but that is what Volkswagen has

       done in some instances. Until Volkswagen “specifie(s) in sufficient detail to permit [the

       State] to locate and identify” the answer in produced or otherwise publicly-available

       documents “as readily as can [Volkswagen],” it has not provided a response. Further, if the

       information requested is not privileged, then Volkswagen cannot create a privilege as to

       the information by opting to produce documents in lieu of an answer, but then withholding

       the documents on the basis of a “privilege.”

   Volkswagen has “successfully” used the above tactics to avoid responding to the State’s

discovery requests which were properly propounded, and reasonably seek information relevant to

this litigation. The State is entitled to a full and complete response to its discovery requests and

therefore prays that this Court will enter an Order requiring Volkswagen to withdraw its laundry

list of unfounded objections; properly, and only when valid, assert privilege and follow the

requirements of TRCP 193.3; and provide a narrative response to discovery requests rather than

seeking a privileged document to refer to, yet fail to produce as a means to avoid responding to

proper request for unprivileged factual information.


                                          BACKGROUND

       1.      On June 3, 2016, the State served its First Written Discovery Requests on

Volkswagen, including 14 interrogatories and 16 requests for admissions. Attached as Exhibit A.

       2.      On August 17, Volkswagen served its responses and invited the State to meet and

confer to discuss. Volkswagen began its response with the 18 “Objections Applicable to All

Responses,” rather than making a specific objection for each item it wished to exclude, as required

by TRCP 193.2(a). Further, Volkswagen provided incomplete answers to the first four

In re Volkswagen Clean Diesel Litigation
State of Texas’ Motion to Compel Volkswagen
to Respond its First Set of Interrogatories   Page 3 of 19
Interrogatories, no substantive answers to Interrogatories 5-9 and 11-14, and answers for RFA’s

15 and 16. Attached as Exhibit B. The State notified Volkswagen that its responses were

inadequate by a letter dated September 13, 2016. Attached as Exhibit C. In the letter, the State

accepted Volkswagen's invitation to meet and confer regarding the responses, providing several

possible dates and offering to agree on other possible dates. Volkswagen declined to meet.

       3.      Instead, Volkswagen amended its responses on September 19, 2016. Attached as

Exhibit D. However, the responses were still inadequate. Volkswagen continued to assert

“Objections Applicable to All Responses,” rather than making a specific objection for each item

it wished to exclude, as required by TRCP 193.2(a). Volkswagen continued to provide incomplete

answers to the first four Interrogatories, and no substantive answers to Interrogatories 5-9 and 11-

14. Furthermore, Volkswagen, in its amended response, withdrew responses previously provided

by it to RFAs. In its amended response, Volkswagen provided no answers for RFA’s 1-6, 15, and

16, to which they had previously responded. The State sent a letter notifying Volkswagen of the

inadequacies on September 21, 2016, again offering to meet and confer about the responses.

Attached as Exhibit E. Volkswagen did not respond to the offer to meet, but instead exchanged e-

mail correspondences with the State on September 25, 2016, ultimately failing to fully address the

State's concerns.

       4.      In response to the State's letter and e-mail correspondences, Volkswagen provided

its own letter in an attempt to address the State's continued concerns with Volkswagen's responses.

Attached as Exhibit F. However, the letter failed to do so. For example, Volkswagen addressed

the State’s concerns regarding Volkswagen’s objections to requests for information on the basis

of an alleged ongoing “independent” investigation by Volkswagen AG of Volkswagen Group of

America, Inc., by stating “Because the ongoing investigation is being undertaken by the


In re Volkswagen Clean Diesel Litigation
State of Texas’ Motion to Compel Volkswagen
to Respond its First Set of Interrogatories   Page 4 of 19
Supervisory Board of an affiliated company (not VWGoA), VWGoA does not possess knowledge

of the facts discovered as a result of that investigation at this time.” See Exhibit F. The State isn’t

asking what Volkswagen AG, as part of its investigation of its affiliate, discovered about what

VWGoA knew about the “clean diesel” matter, it is asking what VWGoA knew and knows about

the “clean diesel” matter, and VWGoA still knows what it knew and knows about the “clean

diesel” matter, despite sharing that knowledge with VW AG as part of VW AG’s investigation of

VWGofA. To assert otherwise is patently absurd.

       5.      Nonetheless, Volkswagen provided its Second Amended Responses on September

29, 2016. Attached as Exhibit G. The “Objections Applicable to All Responses” remain, along

with numerous unanswered requests. While Volkswagen’s responses had now been amended a

second time, Volkswagen had still not fully addressed the State’s concerns. Therefore, the State

again highlighted the issue in a letter dated October 17, 2016, and asked to meet and confer.

Attached as Exhibit H. Volkswagen, again, did not address the State’s request to meet and confer.

       6.      The State sent its fourth letter on the matter on November 18, 2016. Attached as

Exhibit I. In the letter, the State offered again to meet and confer prior to filing a motion with the

Court, as required by the Coordination Order entered in this MDL on October 7, 2016. Volkswagen

responded that the MDL was stayed and declined to meet and confer.

       7.      The State’s requested discovery is reasonably calculated to lead to the discovery of

admissible evidence. Specifically, the State seeks to learn which of the affected vehicles were sold

in Texas, when, where, and by whom. The State’s discovery also seeks to understand the working

of the “defeat devices” which were installed in Volkswagen vehicles for the express purpose of

circumventing environmental laws, according to sworn testimony before Congress by




In re Volkswagen Clean Diesel Litigation
State of Texas’ Motion to Compel Volkswagen
to Respond its First Set of Interrogatories   Page 5 of 19
Volkswagen’s former CEO, Michael Horn. Furthermore, the State’s discovery also seeks to narrow

the facts in issue in this litigation, which is directly aligned with the MDL’s goal of efficiency.

                                ARGUMENT & AUTHORITIES

       8.      A party must respond to written discovery in writing within the time provided by

court order or the Texas Rules of Civil Procedure. Tex. R. Civ. P. 193.1. A court may compel a

party to respond adequately to discovery requests. Tex. R. Civ. P. 215.1(b). Volkswagen failed to

respond adequately to Interrogatories 1-12 and RFA’s 1-6, 15, and 16.

       9.      Objections Applicable to All Requests. In Volkswagen’s “Objections Applicable

to All Requests,” Exhibit B, page 6-7, it objects that it cannot respond to the State’s requests

because it may not have sufficient information to fully respond or that responding would “unduly

burden” and disrupt an investigation by its German parent company. While characterized as an

“Objection Applicable to All Requests,” Volkswagen nonetheless reasserts this objection

individually to some requests (Interrogatories 5, 6, and 8-10 and RFA’s 1-4). For that reason, it is

unclear to which responses the objection actually applies. In the event that Volkswagen cannot

fully respond, TRCP 193.2(b) requires it to partially respond to extent it does not object.

Volkswagen makes the conclusory allegation that responding to whichever requests are subject to

this objection would unduly burden and disrupt an “independent investigation commissioned by

the Supervisory Board of Volkswagen AG, the parent company of VWGoA.” The person resisting

discovery has the burden to plead and prove that the request will impose an undue burden. ISK

Biotech Corp. v. Lindsay, 933 S.W.2d 565, 568-69 (Tex.App.—Houston [1st Dist.] 1996, orig.

proceeding). To prove undue burden, the person resisting discovery must do more than make

conclusory allegations that the requested discovery is unduly burdensome. In re Alford Chevrolet-

Geo, 997 S.W.2d 173, 181 (Tex.1999). However, Volkswagen provides neither explanation nor


In re Volkswagen Clean Diesel Litigation
State of Texas’ Motion to Compel Volkswagen
to Respond its First Set of Interrogatories   Page 6 of 19
evidence of any such burden, aside from a skeletal reference to an internal investigation of an

unrelated party, a wholly insufficient basis for resisting discovery in this matter. The Court should

strike these objections because they are unfounded and serve to obscure any valid objections that

may exist.

         10.      Objections Based on Meaning of Terms: Also in Volkswagen’s “Objections

Applicable to All Responses” is Volkswagen’s objection to the terms “emission control

equipment,” “lowered emissions,” “emission testing procedures,” and “actual driving conditions.”

In that section, Volkswagen purports that it will “construe these terms consistently with their usual

and generally accepted meaning of the words and phrases in the English language.” Volkswagen

again asserts the objection in response to Interrogatories 5-10 and RFA’s 1-6, 15, and 16. Given

that Volkswagen has indicated it will construe these terms consistently with their usual and

generally accepted meaning, these objections should be struck as they are unfounded and serve to

obscure any valid objections that may exist. 3

         11.      Failure to Respond to Interrogatories 1-4. Volkswagen refused to fully respond

to Interrogatories 1-4. Interrogatories 1-4 seek the following information for each affected vehicle

sold in Texas: the date of sale, the VIN of the affected vehicle, the name and address of the person

who sold the affected vehicle, and the specific location where the affected vehicle was sold. The

information is directly related and clearly relevant to the claims at issue in this matter. In lieu of

an answer, Volkswagen references documents it previously produced in the Federal MDL

proceeding, documents which it represents contain the requested information. The documents do



3
  Following directly on the “Objections Applicable to All Requests” is a paragraph entitled “Withholding Statement
Applicable to Any Assertion of Privilege.” In this paragraph, Volkswagen represents that it will provide privilege logs
in accordance with the schedule set forth in PTO 16 entered in the Federal MDL proceeding. Parties to the Texas
MDL are not parties to that Order, nor has that order or its analog been signed by this Court in these Texas MDL
proceedings. Therefore, the TRCP and Orders by this Court, if any, govern the production of privilege logs by the
parties to this Texas MDL.
In re Volkswagen Clean Diesel Litigation
State of Texas’ Motion to Compel Volkswagen
to Respond its First Set of Interrogatories          Page 7 of 19
not contain all of the requested information. The State notified Volkswagen of this deficiency in

writing and Volkswagen asked the State to specify which information is missing. The State

specified which information is missing in a letter dated November 18, 2016, attached as Exhibit I,

but Volkswagen has failed to provide a complete response. Texas Rules of Civil Procedure 193.1

requires the party to make a “complete response” to a discovery request. Volkswagen should be

required to provide a complete response by supplementing its responses with the missing

information.

       12.     Failure to Respond to Interrogatory 5. Volkswagen refused to respond to

Interrogatory 5. Interrogatory 5 requests the following information about Volkswagen

representatives with knowledge of the emission control equipment at issue in this matter: the job

title, name, and address (work location) of the Volkswagen representative, the date on which the

Volkswagen representative first became aware that any affected vehicles were equipped with a the

emission control equipment at issue in this matter, and from where or whom the Volkswagen

representative learned of such. Volkswagen first objects that the request “is argumentative, lacks

foundation, or incorporates allegations and assertions that are disputed or erroneous and that it

assumes the existence of facts that do not exist or the occurrence of events that did not take place.”

Volkswagen’s use of “or” makes it unclear which is these objections actually apply to this

response. Volkswagen then objects that the request “seeks the discovery of information that is in

the possession, custody, or control of third parties.” The request does not seek any such

information. Volkswagen then objects that the request is a “premature contention interrogatory”

that “purports to require VWGoA to draw legal conclusions and to provide a response predicated

on legal conclusions or arguments.” The State disagrees that the request is a contention

interrogatory, but even if it were, an interrogatory may ask a party to make specific legal or factual


In re Volkswagen Clean Diesel Litigation
State of Texas’ Motion to Compel Volkswagen
to Respond its First Set of Interrogatories   Page 8 of 19
contentions and may ask the party to state its legal theory and describe, in general, the factual bases

for the party’s claims or defenses. TRCP 197.1. Volkswagen’s objection is both unfounded and

unintelligible. Finally, Volkswagen objects “to the extent the Interrogatory seeks information that

is protected from disclosure by the attorney-client privilege, the attorney work-product doctrine or

any other applicable privilege or immunity.” A party should not object to discovery on the basis

that it asks for privileged information. Rather, a party must follow the procedure for asserting a

privilege under TRCP 193.3. The court should strike all of these objections because they are

unfounded and serve to obscure any valid objections that may exist.

         13.      Incomplete/Evasive responses to Interrogatories 6 and 7. Volkswagen provided

evasive responses to Interrogatories 6 and 7. Interrogatories 6 and 7 sought an explanation of how

the design or modification of the emission control equipment on the affected vehicles lowered

emissions from the affected vehicles during vehicle emission testing when compared to actual

driving conditions and the amount of excess emissions as a result of the design or modification.

Instead of responding, Volkswagen referenced documents it previously produced in the Federal

MDL proceeding, but did not provide adequate information to find and identify the responsive

documents. Volkswagen identified the responsive documents simply as “containing an EPA

designated brand in addition to the MDL Bates designation,” representing that these documents

are responses to 208 discovery requests previously propounded on Volkswagen by the Federal

Environmental Protection Agency. 4 Such a vague reference is not an adequate response. If the

response is to be found in documents produced in the Federal MDL database, Volkswagen should




4
  It is important to note that Volkswagen has not provided the State with the discovery requests to which the documents
in the Federal MDL database are purportedly responsive, nor has Volkswagen provided the State with any transmittal
letters or other documents that would indicate which documents in the Federal MDL database are responsive to which
discovery requests served by any Federal MDL plaintiff-party. No index of these millions of documents has been
provided.
In re Volkswagen Clean Diesel Litigation
State of Texas’ Motion to Compel Volkswagen
to Respond its First Set of Interrogatories           Page 9 of 19
identify each particular responsive document by bates label rather than referring to a large corpus

of documents in a general manner. Volkswagen also objects to these requests “to the extent that

[they] seek expert opinion and testimony or material protected by the attorney-work-product

doctrine.” The request does not seek expert opinion or testimony. An assertion that material or

information is work product is an assertion of privilege. TRCP 192.5(d). A party should not object

to discovery on the basis that it asks for privileged information. Rather, a party must follow the

procedure for asserting a privilege under TRCP 193.3. Volkswagen objects to Interrogatory 6 on

the basis that the request “seeks the discovery of information that is in the possession, custody, or

control of third parties.” The request does not seek any such information. The court should strike

these objections because they are unfounded and serve to obscure any valid objections that may

exist.

         14.   Incomplete/Evasive Interrogatory 8. Volkswagen provided an evasive response

to Interrogatory 8. Interrogatory 8 asks whether the affected vehicles were equipped with emission

control equipment that had been designed or modified so that the emission control equipment

resulted in lowered emissions during emission testing procedures when compared to actual driving

conditions. Volkswagen responded that software in the vehicles can identify “when behavior

similar to that experienced when a testing procedure is underway” and that the “software

algorithms may affect emissions.” (emphasis added). Volkswagen should supplement its response

to directly and fully answer the question posed. Volkswagen also objects to the request on the basis

that it “seeks the discovery of information that is in the possession, custody, or control of third

parties.” The request does not seek any such information. The court should strike this objection

because it is unfounded and serves to obscure any valid objections that may exist.




In re Volkswagen Clean Diesel Litigation
State of Texas’ Motion to Compel Volkswagen
to Respond its First Set of Interrogatories Page 10 of 19
       15.     Inadequate Response to Interrogatory 9. Volkswagen’s response to

Interrogatory 9 is a reference to its responses to Interrogatories 5 and 6. The State refers to and

incorporates paragraphs 12 and 13 above and asks the Court to strike these objections because they

are unfounded and serve to obscure any valid objections that may exist.

       16.     Unfounded Objections to Interrogatory 10. While Volkswagen provides an

answer to Interrogatory 10, it does so subject to numerous unfounded objections. Volkswagen first

objects that the request “is argumentative, lacks foundation, or incorporates allegations and

assertions that are disputed or erroneous and that it assumes the existence of facts that do not exist

or the occurrence of events that did not take place.” Volkswagen’s use of “or” makes it unclear

which is these objections actually apply to this response. Volkswagen then objects that the request

is a “premature contention interrogatory” that “purports to require VWGoA to draw legal

conclusions and to provide a response predicated on legal conclusions or arguments.” The State

disagrees that the request is a contention interrogatory, but even if it were, an interrogatory may

ask a party to make specific legal or factual contentions and may ask the party to state its legal

theory and describe, in general, the factual bases for the party’s claims or defenses. TRCP 197.1.

Volkswagen’s objection is both unfounded and unintelligible. Volkswagen objects “to the extent

the Interrogatory seeks information that is protected from disclosure by the attorney-client

privilege, the attorney work-product doctrine or any other applicable privilege or immunity.” A

party should not object to discovery on the basis that it asks for privileged information. Rather, a

party must follow the procedure for asserting a privilege under TRCP 193.3. Volkswagen further

objects to the request to the extent that the request “purports to require the VW Entities to speculate

as to the mental state of individuals or seeks information that that is not in the possession, custody,

or control of the VW Entities.” The request does not require speculation or such information. The


In re Volkswagen Clean Diesel Litigation
State of Texas’ Motion to Compel Volkswagen
to Respond its First Set of Interrogatories Page 11 of 19
Court should strike these objections because they are unfounded and serve to obscure any valid

objections that may exist.

       17.     Failure to Respond Interrogatories 11 and 12. Volkswagen refuses to respond to

Interrogatories 11and 12. Interrogatories 11 and 12 ask Volkswagen to state the amount of gross

profit Volkswagen made from the sale, offering for sale, and lease, or offering for lease, in the

State of Texas of any of the affected vehicles. Volkswagen refuses to respond on the grounds that

the information is not specifically maintained for vehicles sold in the State of Texas. Lack of

information or knowledge is not a proper response unless the responding party states that a

reasonable inquiry was made but the information known or easily obtainable is insufficient to

enable the responding party to admit or deny. TRCP 198.2(b). Volkswagen does not state whether

it made any inquiry at all. Volkswagen objects that the requests are overly broad and unduly

burdensome. The person resisting discovery has the burden to plead and prove that the request will

impose an undue burden. ISK Biotech Corp. v. Lindsay, 933 S.W.2d 565, 568-69 (Tex.App.—

Houston [1st Dist.] 1996, orig. proceeding). To prove undue burden, the person resisting discovery

must do more than make conclusory allegations that the requested discovery is unduly

burdensome. In re Alford Chevrolet-Geo, 997 S.W.2d 173, 181 (Tex.1999). However, Volkswagen

provides neither explanation nor evidence of any such burden. Volkswagen further objects that the

requests call for an expert opinion and legal conclusion. The requests call for neither. Volkswagen

further objects that the requests call for information that “is neither relevant to the claims or

defenses of any party in this matter nor reasonably calculated to lead to the discovery of admissible

evidence.” However, the gross profit is a relevant factor for determining appropriate penalties.

Finally, Volkswagen objects to the requests on the basis of several privileges. A party should not

object to discovery on the basis that it asks for privileged information. Rather, a party must follow


In re Volkswagen Clean Diesel Litigation
State of Texas’ Motion to Compel Volkswagen
to Respond its First Set of Interrogatories Page 12 of 19
the procedure for asserting a privilege under TRCP 193.3. The Court should strike these objections

because they are unfounded and serve to obscure any valid objections that may exist.

       18.     Failure to Respond to Requests for Admission 1-4. Volkswagen refuses to admit

or deny RFA’s 1-4. These requests ask Volkswagen to admit or deny it equipped affected vehicles

with emission control equipment that was designed or modified so that the emission control

equipment resulted in lowered emissions during emission testing procedures when compared to

actual driving conditions and to admit or deny whether such action resulted in lowered emissions

during emission testing procedures when compared to actual driving conditions. Volkswagen first

objects that the request “is argumentative, lacks foundation, or incorporates allegations and

assertions that are disputed or erroneous and that it assumes the existence of facts that do not exist

or the occurrence of events that did not take place.” Volkswagen’s use of “or” makes it unclear

which is these objections actually apply to this response. Volkswagen previously agreed to amend

its responses to answer these requests, see Exhibit F, pg. 2, but has failed to do so. The Court

should strike these objections because they are unfounded and serve to obscure any valid

objections that may exist, and Volkswagen should be ordered to answer these requests.

       19.     Failure to Respond to Requests for Admission 5 and 6. RFA’s 5 and 6 ask

Volkswagen to admit or deny whether the affected vehicles were equipped with emission control

equipment that was designed or modified so that the emission control equipment resulted in

lowered emissions during emission testing procedures when compared to actual driving

conditions. Volkswagen refuses to admit or deny RFA’s 5 and 6 on the grounds that “it would

require VWGoA to admit or deny based on information in the possession, custody, or control of

third parties.” Lack of information or knowledge is not a proper response unless the responding

party states that a reasonable inquiry was made but the information known or easily obtainable is


In re Volkswagen Clean Diesel Litigation
State of Texas’ Motion to Compel Volkswagen
to Respond its First Set of Interrogatories Page 13 of 19
insufficient to enable the responding party to admit or deny. TRCP 198.2(b). Volkswagen does not

state whether it made any inquiry at all. Volkswagen objects to the request “to the extent that the

Request requires VWGoA to draw legal conclusions.” The requests do not require VWGoA to

draw legal conclusions.

       20.     Failure to Respond to Requests for Admission 15 and 16. Volkswagen refuses

to either admit or deny RFA’s 15 and 16. RFA’s 15 and 16 ask Volkswagen to either admit or

deny that, as of June 3, 2016, Volkswagen had not disabled or removed emission control equipment

from the affected vehicles that was designed or modified so that the emission control equipment

resulted in lowered emission during emission testing procedures when compared to actual driving

conditions. Volkswagen objects on the basis that RFA 15 is “vague, ambiguous and undefined

insofar as it fails to define or explain the phrases ‘emission control equipment,’ ‘lowered

emissions,’ ‘actual driving conditions,’ ‘disabled’ and ‘removed.’ However, in its response to RFA

16, Volkswagen objects only to the phrases “lowered emissions” and “actual driving conditions.”

It is unclear whether Volkswagen understands the meanings of “emission control equipment,”

“disabled, and “removed” in the context of RFA 16, which is virtually identical to RFA 15. In any

event, Volkswagen states in its fourth “Objection to All Requests,” that “subject to and without

waiving [those] Objections, in responding to the Requests, VWGoA will construe these terms

consistently with their usual and generally accepted meaning of the words and phrases in the

English language.” Volkswagen has failed to do so. The Court should strike these objections

because they are unfounded and serve to obscure any valid objections that may exist. Further,

Volkswagen should be ordered to either admit or deny in response to the request.




In re Volkswagen Clean Diesel Litigation
State of Texas’ Motion to Compel Volkswagen
to Respond its First Set of Interrogatories Page 14 of 19
                                          CONCLUSION

       21.     Volkswagen has failed to adequately respond to the State’s discovery requests. Its

unfounded objections should be stricken and Volkswagen should be required to provide complete,

non-evasive responses to the State’s Requests.

                                             PRAYER

       22.     For these reasons, the State asks the Court to set this motion for hearing and, after

the hearing, to compel Volkswagen to withdraw unfounded laundry list objections; withdraw

improper, vague, cumulative, and inapplicable specific objections, including objections based on

privilege; comply with the provisions of TRCP 193.3 when properly asserting privilege; provide

clear reference to documents wherein responses to specific interrogatories are to be found, and

produce or otherwise make available those documents if not previously produced in this litigation;

and provide adequate and complete responses to all the State’s properly-propounded written

discovery requests.



                                              Respectfully Submitted,

                                              KEN PAXTON
                                              Attorney General of Texas

                                              JEFFREY C. MATEER
                                              First Assistant Attorney General

                                              JAMES E. DAVIS
                                              Deputy Attorney General for Civil Litigation

                                              /s/ Patrick K. Sweeten
                                              PATRICK K. SWEETEN
                                              Senior Counsel for Civil Litigation
                                              State Bar No. 00798537
                                              Patrick.Sweeten@texasattorneygeneral.gov



In re Volkswagen Clean Diesel Litigation
State of Texas’ Motion to Compel Volkswagen
to Respond its First Set of Interrogatories Page 15 of 19
                                              DAVID A. TALBOT
                                              Chief, Consumer Protection Division
                                              State Bar No. 19618500
                                              David.Talbot@texasattorneygeneral.gov

                                              NANETTE DINUNZIO
                                              Assistant Attorney General
                                              State Bar No. 24036484
                                              Nanette.DiNunzio@texasattorneygeneral.gov

                                              JACOB A. PETRY
                                              Assistant Attorney General
                                              State Bar No. 24088219
                                              Jacob.Petry2@texasattorneygeneral.gov

                                              Consumer Protection Division
                                              P.O. Box 12548 (MC-010)
                                              Austin, Texas 78711
                                              Telephone: (512) 463-4139
                                              Facsimile: (512) 936-0545

                                              KRISTOFER S. MONSON
                                              Assistant Solicitor General
                                              State Bar No. 24037129
                                              Kristofer.Monson@texasattorneygeneral.gov

                                              Office of the Attorney General
                                              Office of the Solicitor General
                                              P. O. Box 12548 (MC-059)
                                              Austin, Texas 78711-2548
                                              Telephone: (512) 936-1820

                                              ANTHONY W. BENEDICT
                                              Assistant Attorney General
                                              State Bar No. 02129100
                                              Anthony.Benedict@texasattorneygeneral.gov

                                              EMILY E. PETRICK
                                              Assistant Attorney General
                                              State Bar No. 24077709
                                              Emily.Petrick@texasattorneygeneral.gov

                                              MARK A. STEINBACH
                                              Assistant Attorney General
                                              State Bar No. 24056653
                                              Mark.Steinbach@texasattorneygeneral.gov

In re Volkswagen Clean Diesel Litigation
State of Texas’ Motion to Compel Volkswagen
to Respond its First Set of Interrogatories Page 16 of 19
                                              Office of the Attorney General
                                              Environmental Protection Division
                                              P. O. Box 12548 (MC-066)
                                              Austin, Texas 78711-2548
                                              Telephone: (512) 463-2012
                                              Facsimile: (512) 390-0911

                                              ATTORNEYS FOR THE STATE OF TEXAS




In re Volkswagen Clean Diesel Litigation
State of Texas’ Motion to Compel Volkswagen
to Respond its First Set of Interrogatories Page 17 of 19
                              CERTIFICATE OF CONFERENCE

       I hereby certify that efforts were made to confer with opposing counsel in order to resolve

the dispute without the necessity of court intervention and those efforts failed to result in a

resolution of the dispute.


                                              /s/ Patrick K. Sweeten
                                              PATRICK K. SWEETEN
                                              Senior Counsel for Civil Litigation




In re Volkswagen Clean Diesel Litigation
State of Texas’ Motion to Compel Volkswagen
to Respond its First Set of Interrogatories Page 18 of 19
                                 CERTIFICATE OF SERVICE

       I hereby certify that on the 30th day of December 2016, a true and correct copy of the

foregoing State of Texas’ Motion to Compel Volkswagen to Respond to Interrogatories and

Request for Admissions was electronically filed and e-served on all known counsel in this case.


                                              /s/ Patrick K. Sweeten
                                              PATRICK K. SWEETEN
                                              Senior Counsel for Civil Litigation




In re Volkswagen Clean Diesel Litigation
State of Texas’ Motion to Compel Volkswagen
to Respond its First Set of Interrogatories Page 19 of 19
EXHIBIT A
                                      CAUSE NO. D-1-GN-16-000370
 IN RE VOLKSWAGEN CLEAN                                    §             IN THE DISTRICT COURT
 DIESEL LITIGATION: TCAA                                   §
 ENFORCEMENT CASES                                         §               TRAVIS COUNTY, TEXAS
                                                           §
 ALL ACTIONS                                               §               353rd JUDICIAL DISTRICT

        STATE OF TEXAS’S FIRST WRITTEN DISCOVERY REQUESTS TO
           DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.

To: Defendant Volkswagen Group of America, Inc., by serving its counsel of record.
         In accordance with Texas Rules of Civil Procedure 193, 194, 197, and 198, the

State serves the State of Texas’s Request for Disclosure, Written Interrogatories, and

Requests for Admissions to VOLKSWAGEN GROUP OF AMERICA, INC.

Defendant’s responses to the Request for Disclosure, Written Interrogatories, and

Requests for Admissions shall be delivered to the undersigned attorney of record within

forty-five days after service of this discovery request as provided for in Texas Rules of

Civil Procedure 194.3, 197.2, and 198.2, respectively, as modified by Paragraph 4 of the

Court’s May 23, 2016 Scheduling Order on file in this case.

                                                     Respectfully submitted,

                                                     KEN PAXTON
                                                     Attorney General of Texas

                                                     JEFFREY C. MATEER
                                                     First Assistant Attorney General

                                                     BRANTLEY STARR
                                                     Deputy First Assistant Attorney General

 State of Texas’s First Written Discovery Requests
to Defendant Volkswagen Group of America, Inc.                                            Page 1 of 15
                                                     JAMES E. DAVIS
                                                     Deputy Attorney General for Civil Litigation

                                                     PRISCILLA M. HUBENAK
                                                     Chief, Environmental Protection Division

                                                     /s/ Patrick K. Sweeten
                                                     PATRICK K. SWEETEN
                                                     Senior Counsel for Civil Litigation
                                                     State Bar No. 00798537
                                                     P.O. Box 12548 (MC-066)
                                                     Austin, Texas 78711-2548
                                                     Phone: (512) 463-4139
                                                     Patrick.Sweeten@texasattorneygeneral.gov

                                                     LIAISON COUNSEL FOR THE STATE
                                                     OF TEXAS


                                     CERTIFICATE OF SERVICE

I hereby certify that on the 3rd day of June, 2016, a true and correct copy of the
foregoing State of Texas’s First Written Discovery Requests to Defendant Volkswagen
Group of America, Inc. was served on counsel for Defendant VW by certified mail,
return receipt requested, and by email and by email on all other known counsel in this
case.

                                                        /s/ Patrick K. Sweeten
                                                        PATRICK K. SWEETEN
                                                        Senior Counsel for Civil Litigation




 State of Texas’s First Written Discovery Requests
to Defendant Volkswagen Group of America, Inc.                                                Page 2 of 15
                                        Definitions and Instructions

         1.        Unless otherwise specified, the requests are limited to seeking information

relating to events that occurred during, documents created during, or documents

referring to events occurring during the time frame from January 1, 2008, to the present.

         2.        In the event that VOLKSWAGEN GROUP OF AMERICA, INC.

believes that any request or interrogatory is ambiguous or has any question about the

scope or extent of the requested discovery, please contact counsel of record for the

State for clarification.

         3.        Unless otherwise defined, all words shall be given the normal and

customary meaning attributed to the words.

         4.        “You,” “your,” or “VW” means VOLKSWAGEN GROUP OF

AMERICA, INC., its successors, predecessors, agents, employees, and all other persons

acting on behalf of VOLKSWAGEN GROUP OF AMERICA, INC. or its successors

or predecessors.

         5.        “Audi” means AUDI OF AMERICA, LLC, its successors, predecessors,

agents, employees, and all other persons acting on behalf of AUDI OF AMERICA,

LLC or its successors or predecessors.

         6.        “Porsche” means PORSCHE CARS NORTH AMERICA, INC., its

successors, predecessors, agents, employees, and all other persons acting on behalf of

PORSCHE CARS NORTH AMERICA, INC., or its successors or predecessors.
 State of Texas’s First Written Discovery Requests
to Defendant Volkswagen Group of America, Inc.                                    Page 3 of 15
         7.        “NOx” means oxides of nitrogen.

         8.        “Affected Vehicle” means the following listed automobile models:

                                            2.0 Liter TDI Engines:

         ●          VW Jetta TDI (Model Years 2009-2015)

         ●         VW Jetta SportWagen TDI (Model Years 2009-2014)

         ●         VW Golf TDI (Model Years 2010-2015)

         ●         VW Golf SportWagen TDI (Model Year 2015)

         ●         VW Beetle TDI and VW Beetle Convertible TDI (Model Years 2012-
                   2015)

         ●         VW Passat TDI (Model Years 2012-2015)

         ●         Audi A3 (Model Years 2010-2015)

                                              3.0 Liter TDI Engines:

         ●         VW Touareg (Model Years 2009-2016)

         ●         Porsche Cayenne (Model Years 2013-2016)

         ●         Audi A6 Quattro (Model Years 2014-2016)

         ●         Audi A7 Quattro (Model Years 2014-2016)

         ●         Audi A8 (Model Years 2014-2016)

         ●         Audi A8L (Model Years 2014-2016)

         ●         Audi Q5 (Model Years 2014-2016)

         ●         Audi Q7 (Model Years 2009-2016)


 State of Texas’s First Written Discovery Requests
to Defendant Volkswagen Group of America, Inc.                                Page 4 of 15
    9. “VIN” means vehicle identification number.

                                            Request for Disclosure

         Pursuant to Texas Rule of Civil Procedure 194, Defendant VW is requested to

disclose the information or material described in Texas Rule of Civil Procedure 194.2.

                                                     Interrogatories

         1.        Please state the following information for each Affected Vehicle sold in

the State of Texas by you or your agents or representatives:

         A.        The date of sale;

         B.        The VIN of the Affected Vehicle;

         C.        The name and address of the person who sold the Affected Vehicle; and,

         D.        The specific location where the Affected Vehicle was sold.

         ANSWER:



         2.        Please state the following information for each Affected Vehicle offered

for sale in the State of Texas by you or your agents or representatives:

         A.        The date the Affected Vehicle was first offered for sale;

         B.        The VIN of the Affected Vehicle;

         C.        The name and address of the person who offered the Affected Vehicle

for sale; and,

         D.        The specific location where the Affected Vehicle was offered for sale.
 State of Texas’s First Written Discovery Requests
to Defendant Volkswagen Group of America, Inc.                                   Page 5 of 15
         ANSWER:

         3.        Please state the following information for each Affected Vehicle leased in

the State of Texas by you or your agents or representatives:

         A.        The date of lease;

         B.        The VIN of the Affected Vehicle;

         C.        The name and address of the person who leased, as lessor, the Affected

Vehicle; and,

         D.        The specific location where the Affected Vehicle was leased.

         ANSWER:



         4.        Please state the following information for each Affected Vehicle offered

for lease in the State of Texas by you or your agents or representatives:

         A.        The date the Affected Vehicle was first offered for lease;

         B.        The VIN of the Affected Vehicle;

         C.        The name and address of the person who offered for lease, as lessor, the

Affected Vehicle; and,

         D.        The specific location where the Affected Vehicle was offered for lease.

         ANSWER:




 State of Texas’s First Written Discovery Requests
to Defendant Volkswagen Group of America, Inc.                                    Page 6 of 15
         5.        Please state the following information for each VW Representative that

knew, on or before September 17, 2015, that the Affected Vehicles were equipped with

emission control equipment that had been designed or modified so that the emission

control equipment resulted in lowered emissions during emission testing procedures

when compared to actual driving conditions. As used in this Interrogatory, VW

Representative means (1) any officer, director, or board member of VW; (2) any officer,

director, manager, supervisor, or engineer of any division or department of VW that

was involved in, or responsible for, the design or modification of emission control

equipment for the Affected Vehicles; (3) any officer, director, manager, supervisor, or

engineer of any of the following VW divisions, departments, groups, or centers:

Electronic Research Lab, Design Center California, Marketing and Strategy Division,

Group Quality Division, Test Center California, Technical Center, Engineering and

Environmental Office, and Research and Development; and (4) any officer, director,

manager, supervisor, or engineer of any division, department, group, or center with

responsibility for compliance with environmental laws regarding emission control

equipment on Affected Vehicles.

         A.        The job title, name, and address (work location) of the VW

Representative;

         B.        The date on which the VW Representative first became aware that any

Affected Vehicles were equipped with emission control equipment that had been
 State of Texas’s First Written Discovery Requests
to Defendant Volkswagen Group of America, Inc.                                Page 7 of 15
designed or modified so that the emission control equipment resulted in lowered

emissions during emission testing procedures when compared to actual driving

conditions; and,

         C.        From where or whom the VW Representative learned that any Affected

Vehicles were equipped with emission control equipment that had been designed or

modified so that the emission control equipment resulted in lowered emissions during

emission testing procedures when compared to actual driving conditions.

         ANSWER:



         6.        Please explain how the design or modification of the emission control

equipment on the Affected Vehicles lowered emissions from the Affected Vehicles

during vehicle emission testing when compared to actual driving conditions.

         ANSWER:



         7.        For each of the Affected Vehicles, please state by how much the amount

of NOx emitted during vehicle emission testing varied from the amount of NOx emitted

during actual driving conditions. Please respond for each model and year of Affected

Vehicles (rather than for each individual Affected Vehicle). If you contend that the

amount varied depending on differences in actual driving conditions, please explain the

range and circumstances of the variation.
 State of Texas’s First Written Discovery Requests
to Defendant Volkswagen Group of America, Inc.                                Page 8 of 15
         ANSWER:



         8.        Were the Affected Vehicles equipped with emission control equipment

that had been designed or modified so that the emission control equipment resulted in

lowered emissions during emission testing procedures when compared to actual driving

conditions?

         ANSWER:



         9.        Please explain why emission control equipment that had been designed or

modified so that the emission control equipment resulted in lowered emissions during

emission testing procedures when compared to actual driving conditions was installed

in the Affected Vehicles?

         ANSWER:



         10.       Please provide the following information for each person known to you

to have been terminated or disciplined (or who resigned or retired in lieu of termination

or discipline) as a result of the design or use in Affected Vehicles of emission control

equipment that had been designed or altered so that the emission control equipment

resulted in lowered emissions during emission testing procedures when compared to

actual driving conditions.
 State of Texas’s First Written Discovery Requests
to Defendant Volkswagen Group of America, Inc.                                 Page 9 of 15
         A.        The name, job title, and former employer of the person.

         B.        Describe the person’s involvement in the design or use in Affected

Vehicles of emission control equipment that had been designed or modified so that the

emission control equipment resulted in lowered emissions during emission testing

procedures when compared to actual driving conditions.

         ANSWER:



         11.       Please state the amount of gross profit you made from the sale, or offering

for sale, and lease, or offering for lease, in the State of Texas of any Affected Vehicle

with a 2.0 liter TDI engine. In your response, please state the gross profit according to

Generally Accepted Accounting Principles developed and established by the Financial

Accounting Foundation’s standard-setting Boards, the Financial Accounting Standards

Board and the Governmental Accounting Standards Board, or an alternative generally

accepted accounting methodology recognized by the international financial community

for the public reporting of financial information.

         ANSWER:



         12.       Please state the amount of gross profit you made from the sale, or offering

for sale, and lease, or offering for lease, in the State of Texas of any Affected Vehicle

with a 3.0 liter TDI engine. In your response, please state the gross profit according to
 State of Texas’s First Written Discovery Requests
to Defendant Volkswagen Group of America, Inc.                                    Page 10 of 15
Generally Accepted Accounting Principles developed and established by the Financial

Accounting Foundation’s standard-setting Boards, the Financial Accounting Standards

Board and the Governmental Accounting Standards Board, or an alternative generally

accepted accounting methodology recognized by the international financial community

for the public reporting of financial information.

         ANSWER:



         13.       In accordance with Rule 197.1, please state the legal theories and describe

in general the factual bases for your defense that Plaintiff’s claims should be dismissed

because they are preempted and barred by the Federal Clean Air Act.

         ANSWER:



         14.       In accordance with Rule 197.1, please state the legal theories and describe

in general the factual bases for your defense that Plaintiff’s claims should be dismissed

or abated by virtue of primary jurisdiction of the United States Environmental

Protection Agency.

         ANSWER:



                                           Requests for Admission

         Please admit or deny the following:
 State of Texas’s First Written Discovery Requests
to Defendant Volkswagen Group of America, Inc.                                    Page 11 of 15
         1.        You equipped the Affected Vehicles with 2.0 Liter TDI engines with

emission control equipment that had been designed or modified so that the emission

control equipment resulted in lowered emissions during emission testing procedures

when compared to actual driving conditions.

         RESPONSE:

         2.        Your equipping the Affected Vehicles with 2.0 Liter TDI engines with

emission control equipment that had been designed or modified so that the emission

control equipment resulted in lowered emissions during emission testing procedures

when compared to actual driving conditions was an intentional decision made by you.

         RESPONSE:

         3.        You equipped the Affected Vehicles with 3.0 Liter TDI engines with

emission control equipment that had been designed or modified so that the emission

control equipment resulted in lowered emissions during emission testing procedures

when compared to actual driving conditions.

         RESPONSE:

         4.        Your equipping the Affected Vehicles with 3.0 Liter TDI engines with

emission control equipment that had been designed or modified so that the emission

control equipment resulted in lowered emissions during emission testing procedures

when compared to actual driving conditions was an intentional decision made by you.

         RESPONSE:
 State of Texas’s First Written Discovery Requests
to Defendant Volkswagen Group of America, Inc.                              Page 12 of 15
         5.        The Affected Vehicles with 2.0 Liter TDI engines were equipped with

emission control equipment that had been designed or modified so that the emission

control equipment resulted in lowered emissions during emission testing procedures

when compared to actual driving conditions.

         RESPONSE:

         6.        The Affected Vehicles with 3.0 Liter TDI engines were equipped with

emission control equipment that had been designed or modified so that the emission

control equipment resulted in lowered emissions during emission testing procedures

when compared to actual driving conditions.

         RESPONSE:

         7.        You sold in the State of Texas Affected Vehicles with 2.0 Liter TDI

engines.

         RESPONSE:

         8.        You sold in the State of Texas Affected Vehicles with 3.0 Liter TDI

engines.

RESPONSE:

         9.        You offered for sale in the State of Texas Affected Vehicles with 2.0 Liter

TDI engines.

         RESPONSE:



 State of Texas’s First Written Discovery Requests
to Defendant Volkswagen Group of America, Inc.                                    Page 13 of 15
         10.       You offered for sale in the State of Texas Affected Vehicles with 3.0 Liter

TDI engines.

         RESPONSE:

         11.       You leased in the State of Texas Affected Vehicles with 2.0 Liter TDI

engines.

         RESPONSE:

         12.       You leased in the State of Texas Affected Vehicles with 3.0 Liter TDI

engines.

         RESPONSE:

         13.       You offered for lease in the State of Texas Affected Vehicles with 2.0 Liter

TDI engines.

         RESPONSE:

         14.       You offered for lease in the State of Texas Affected Vehicles with 3.0 Liter

TDI engines.

         RESPONSE:

         15.       As of June 3, 2016 you have not disabled or removed emission control

equipment from the Affected Vehicles with 2.0 Liter TDI engines that was designed or

modified so that the emission control equipment resulted in lowered emissions during

emission testing procedures when compared to actual driving conditions when operated

on Texas streets, roads, and/or highways.
 State of Texas’s First Written Discovery Requests
to Defendant Volkswagen Group of America, Inc.                                     Page 14 of 15
         RESPONSE:

         16.       As of June 3, 2016, you have not disabled or removed emission control

equipment from the Affected Vehicles with 3.0 Liter TDI engines that was designed or

modified so that the emission control equipment resulted in lowered emissions during

emission testing procedures when compared to actual driving conditions when operated

on Texas streets, roads, and/or highways.

         RESPONSE:




 State of Texas’s First Written Discovery Requests
to Defendant Volkswagen Group of America, Inc.                               Page 15 of 15
EXHIBIT B
                               CAUSE NO. D-1-GN-16-000449

IN RE VOLKSWAGEN CLEAN DIESEL                      §               IN THE DISTRICT COURT
LITIGATION: CONSUMER CASE                          §
                                                   §               TRAVIS COUNTY, TEXAS
ALL ACTIONS                                        §
                                                   §               353rd JUDICIAL DISTRICT


   DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S RESPONSES AND
      OBJECTIONS TO PLAINTIFF’S FIRST SET OF INTERROGATORIES

       COMES NOW, Defendant Volkswagen Group of America, Inc. (“VWGoA”) serves the

following Responses and Objections to Plaintiff’s First Set of Interrogatories pursuant to Rule

197 of the Texas Rules of Civil Procedure.

                                             Respectfully submitted,



                                             /s/ C. Vernon Hartline, Jr.
                                             C. VERNON HARTLINE, JR.
                                             State Bar No. 09159500
                                             hartline@flash.net

                                             HARTLINE DACUS BARGER DREYER LLP
                                             8750 N. Central Expressway, Suite 1600
                                             Dallas, Texas 75231
                                             214-369-2100
                                             214-369-2118 fax

                                             And

                                             DARRELL L. BARGER
                                             State Bar No. 01733800
                                             dbarger@hdbdlaw.com

                                             HARTLINE DACUS BARGER DREYER LLP
                                             1980 Post Oak Boulevard, Suite 1800
                                             Houston, Texas 77056
                                             713-759-1990
                                             713-652-2419 fax

                                             And


DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S RESPONSES
AND OBJECTIONS TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                             PAGE 1
                                    RICHARD W. CREWS, JR.
                                    State Bar No. 05075500
                                    rcrews@hdbdlaw.com

                                    HARTLINE DACUS BARGER DREYER LLP
                                    800 North Shoreline Blvd, Suite 2000, North Tower
                                    Corpus Christi, TX 78401
                                    361-866-8000
                                    361-866-8039 fax

                                    And

                                    JEFFREY L. CHASE
                                    NY State Bar No. 1002203
                                    jchase@herzfeld-rubin.com
                                    (pro hac vice motion to be filed)
                                    MICHAEL B. GALLUB
                                    NY State Bar No. 2141851
                                    mgallub@herzfeld-rubin.com
                                    (pro hac vice motion to be filed)
                                    NINGUR AKOGLU
                                    NY State Bar No. 4314290
                                    nakoglu@herzfeld-rubin.com
                                    (pro hac vice motion to be filed)

                                    HERZFELD & RUBIN, P.C.
                                    125 Broad Street
                                    New York, New York 10004
                                    212-471-8459
                                    212-344-3333 fax

                                    And

                                    ROBERT J. GIUFFRA, JR.
                                    New York State Bar 2309177
                                    giuffrar@sullcrom.com
                                    SHARON L. NELLES
                                    New York State Bar 2613073
                                    nelless@sullcrom.com
                                    WILLIAM B. MONAHAN
                                    New York State Bar 4229027
                                    monahanw@sullcrom.com

                                    SULLIVAN & CROMWELL LLP
                                    125 Broad Street
                                    New York, New York 10004


DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S RESPONSES
AND OBJECTIONS TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                    PAGE 2
                                          212-558-4000
                                          Fax: 212-558-3588

                                          ATTORNEYS FOR DEFENDANTS
                                          VOLKSWAGEN GROUP OF AMERICA, INC.,
                                          AUDI OF AMERICA, LLC AND
                                          VOLKSWAGEN GROUP OF AMERICA
                                          CHATTANOOGA OPERATIONS, LLC

                              CERTIFICATE OF SERVICE

       I hereby certify that a true and correct copy of the foregoing document was served by
email in compliance with the Texas Rules of Civil Procedure on August 17, 2016 on the
following counsel of record.

Via E-mail craigpatrick@att.net
Craig M. Patrick
6244 E. Lovers Lane
Dallas, Texas 75214

Via E-mail rmithoff@mithofflaw.com
Richard Mithoff
One Allen Ctr. - Penthouse
500 Dallas St.
Houston, TX 77002

Via E-mail Patrick.Sweeten@texasattorneygeneral.gov
Patrick Sweeten
Office of the Attorney General
Consumer Protection Division
P.O. Box 12548
Austin, TX 78711

Via E-mail Darren.McCarty@alston.com
Darren L. McCarty
Alston & Bird LLP
2828 North Harwood Street, Suite 1800
Dallas, Texas 75201

Via E-mail brett.solberg@dlapiper.com
            william.kiniry@dlapiper.com
Brett Solberg
William Kiniry, Jr
DLA Piper LLP (US)
1000 Louisiana Street, Suite 2800
Houston, Texas 77002


DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S RESPONSES
AND OBJECTIONS TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                           PAGE 3
Via E-mail mwalters@jw.com
Mark Lewis Walters
Jackson Walker LLP
100 Congress Ave., Suite 1100
Austin, TX 78701



                                    /s/ C. Vernon Hartline, Jr.
                                    C. VERNON HARTLINE, JR.




DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S RESPONSES
AND OBJECTIONS TO PLAINTIFF’S FIRST SET OF INTERROGATORIES        PAGE 4
                                PRELIMINARY STATEMENT

       The responses to the Interrogatories (“Requests”) are made with specific regard to the

laws of the State of Texas, the Texas Rules of Civil Procedure and the specific facts of this case

and are not applicable to other cases, facts or circumstances or the rules and laws of any other

state or jurisdiction concerning discovery or theories of causes of action.

       Counsel for VWGoA has drafted these responses based upon the current state of

VWGoA’s knowledge and/or information regarding the information Plaintiff has requested.

VWGoA’s discovery, investigation, and analysis of this matter are continuing. Consequently,

without obligating itself to do so, VWGoA expressly reserves the right to supplement, amend,

correct, clarify or modify its Response to the Requests as further information becomes available.

Further, irrespective of whether VWGoA provides information in response to the Requests,

VWGoA reserves the right to (a) provide additional information; (b) object to further discovery;

(c) rely upon any information and documents produced in this in any hearing or proceeding,

including any hearing, proceeding or trial in this matter; and (d) challenge the authenticity or

admissibility in any proceeding, hearing or trial of any information or documents.

       To the extent that VWGoA responds to any of the Requests, it does so without conceding

the materiality, admissibility or relevance of any such response.

       To enhance the readability of its responses, counsel for VWGoA generally has provided

the answer first, followed by any specific objections, subject to which it has answered. By

providing an answer to each Request prior to setting forth its specific objections, VWGoA does

not waive any objections following its substantive response.

       This Preliminary Statement is incorporated into all responses by reference as though fully

set forth verbatim.



DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S RESPONSES
AND OBJECTIONS TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                                PAGE 5
        VWGoA is available to meet and confer with respect to these Responses, should counsel

for Plaintiff wish to do so.

                                   GENERAL OBJECTIONS

        The General Objections set forth below apply to the Requests generally and to each

Definition, Instruction and individual Request. Unless otherwise stated, they shall have the same

force and effect as if set forth in full in response to each Definition, Instruction and individual

Request. The absence of a specific objection in individual Request responses is neither intended,

nor should be interpreted, as an admission that information responsive to that Request exists or

as evidence that VWGoA does not object to a Request or waives any applicable privilege,

immunity, or protection. Any undertaking to search for or provide information in response to any

Request remains subject to these General Objections and to specific objections (collectively,

“Objections”) in the individual responses set forth herein. The fact that an objection is not listed

herein does not constitute a waiver of that objection or otherwise preclude VWGoA from raising

that objection at a later time.

        1.      VWGoA objects to the Requests insofar as investigation concerning the subject

matter of the Requests, including the independent investigation commissioned by the

Supervisory Board of Volkswagen AG, the parent company of VWGoA, is ongoing. In light of

the ongoing investigation, VWGoA states that information known or readily available may be

insufficient to enable VWGoA to fully respond to the Requests at this time. Accordingly,

VWGoA reserves the right to amend, supplement, revise, clarify or correct the responses set

forth below once the investigation commissioned by the Supervisory Board has concluded. In

addition, VWGoA interposes below objections to some Requests on the ground that the

investigation commissioned by the Supervisory Board is ongoing and privileged, and that



DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S RESPONSES
AND OBJECTIONS TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                                  PAGE 6
responses to those Requests at this time would unduly burden and be disruptive of that

investigation, and be premature in that all of the available evidence has not yet been fully

analyzed.

       2.      VWGoA objects to the Requests to the extent that they are vague and ambiguous,

overly broad, unduly burdensome, lacking in particularity, unreasonable, and not reasonably

calculated to lead to the discovery of admissible evidence, or seek the discovery of information

that is neither relevant to the claims or defenses of any party, as well as to the extent that the

Requests are unduly burdensome because they impose a significant burden, expense and

inconvenience on VWGoA.

       3.      VWGoA further objects to the Requests to the extent that they purport to impose

burdens or obligations on VWGoA that are broader than, or inconsistent with, the permissible

scope of discovery under the Texas Rules of Civil Procedure. Subject to and without waiving

these Objections, in responding to the Requests, VWGoA will construe the Requests consistently

with the Texas Rules of Civil Procedure.

       4.      VWGoA further objects to the Requests to the extent that they purport to require

VWGoA to conduct anything beyond a reasonable and diligent search for readily accessible

information from readily accessible sources (including electronic sources) where responsive

information reasonably would be expected to be found. VWGoA also objects to the Requests to

the extent that they purport to require VWGoA to admit or deny facts based on the existence or

absence of information that is not or would not be centrally maintained at VWGoA by, or on

behalf of, persons believed to have significant involvement in the events at issue in the action, or

is not available from VWGoA’s current employees.

       5.      VWGoA further objects to the Requests to the extent they seek information or



DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S RESPONSES
AND OBJECTIONS TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                                  PAGE 7
purport to require VWGoA to admit or deny facts based on the existence or absence of

information that (i) is not in VWGoA’s possession, custody or control; or (ii) is available from a

more convenient, more efficient, less burdensome or less expensive source than VWGoA.

Subject to VWGoA’s Objections, VWGoA will consider only information in its possession,

custody, or control as of the date of this Response. VWGoA’s Response shall not be construed

as a representation regarding the existence or non-existence of information in its possession,

custody, or control.

       6.      VWGoA objects to the Requests to the extent that they seek information that is:

               (a)     already in Plaintiff’s possession, custody or control;

               (b)     publicly available or otherwise equally available to Plaintiff; or

               (c)     more appropriately obtained from other sources or parties by other means

                       of pre-trial discovery, including through Plaintiff’s review of document

                       productions the Plaintiff is being given access to.

       7.      The Responses are solely in the name of and on behalf of VWGoA. VWGoA

objects to the Requests to the extent that they purport to require VWGoA to provide information

that is in the possession, custody, or control of VWGoA’s parents, affiliates, or subsidiaries that

have corporate identities separate and apart from those of VWGoA on the ground that such

information is not in the possession, custody or control of VWGoA.

       8.      VWGoA objects to the defined terms “You”, “Your”, and “VW” and to any

Definition, Instruction or Request that incorporates those Definitions, on the ground that such

Definitions and any such Definition, Instruction, or Request

               (a)     seek the discovery of information that is in the possession, custody, or

                       control of third parties;



DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S RESPONSES
AND OBJECTIONS TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                                  PAGE 8
              (b)     are overly broad, unduly burdensome, and call for information that is

                      neither relevant to the claims or defenses of any party to, or the subject

                      matter of, the action, and seek;

              (c)     are not reasonably calculated to lead to the discovery of admissible

                      evidence;

              (d)     fail to distinguish between distinct corporate entities;

              (e)     purport to require VWGoA to discern or inquire about relationships

                      between or among entities that are not affiliated with VWGoA;

              (f)     are vague, ambiguous and confusing; and

              (g)     seek information which is protected from disclosure under the attorney-

                      client privilege, the attorney-work-product doctrine or any other

                      applicable privilege or immunity.

       9.     VWGoA objects to the undefined terms “Showing,” “Reflecting,” “Relate,”

“Related,” “Referring to,” “Relating to,” “Identify” and “Documents” and “Records,” and to any

Definition, Instruction or Request that incorporates those terms, on the ground that such terms

and any Definition, Instruction or Request that incorporates them are overly broad, unduly

burdensome, and vague and ambiguous. Further, VWGoA objects to the undefined terms

“representative,” “agent,” “emission control equipment,” “emission testing procedures,” “vehicle

emission testing,” “lowered emissions,” and “actual driving conditions” on the grounds that such

terms and any Definition, Instruction or Request that incorporates them are vague, ambiguous,

unintelligible and without a clear meaning. Subject to and without waiving these Objections, in

responding to the Requests, VWGoA will construe these terms consistently with their usual and

generally accepted meaning of the words and phrases in the English language.



DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S RESPONSES
AND OBJECTIONS TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                              PAGE 9
       10.     VWGoA objects to the defined term “Affected Vehicles” and to any Definition,

Instruction or Request that incorporates it. The term erroneously references vehicles that do not

exist or do not have TDI engines. Affected Vehicles should be defined as, and a correct list of

Affected Vehicles should only include, the below vehicles:

       •       2.0L vehicles: VW Jetta (2009-2015); VW Jetta SportWagen (2009-2014); VW

               Beetle (2013-2015); VW Beetle Convertible (2013-2015); Audi A3 (2010-2013

               and 2015); VW Golf (2010-2015); VW Golf SportWagen (2015); and VW Passat

               (2012-2015), and

       •       3.0L vehicles: Volkswagen Touareg (2009-2016); Audi A6 quattro (2014-2016);

               Audi A7 quattro (2014-2016); Audi A8L (2014-2016); Audi Q5 (2014-2016);

               Audi Q7 (2009-2015).

       11.     VWGoA objects to the Requests to the extent that they seek material protected by

the attorney-client privilege, the work-product doctrine, the joint-defense or common-interest

privilege, or any other applicable privilege, immunity, or discovery protection, or that otherwise

is protected from disclosure under applicable law . Specific objections on the grounds of

privilege are provided for emphasis and clarity only, and the absence of a specific objection is

neither intended, nor should be interpreted, as evidence that VWGoA does not object to a

Request on the basis of or waive an applicable privilege, immunity, or protection.

       12.     VWGoA objects to the Requests to the extent that they purport to seek the

discovery of information that reflects trade secrets, or information that is confidential,

proprietary, commercially sensitive or competitively significant, or personal information relating

to VWGoA, their affiliates, employees or clients, customers or counterparties, or information

that is subject to other protective orders, non-disclosure agreements or other confidentiality



DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S RESPONSES
AND OBJECTIONS TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                               PAGE 10
undertakings.

        13.      VWGoA objects to the Requests to the extent that they purport to require

VWGoA to draw legal conclusions, or are predicated on legal conclusions or arguments. Subject

to and without waiver of these Objections, VWGoA states that any response, or provision of

information in response to the Requests, is not intended to provide, and shall not constitute or be

construed as providing, a legal conclusion concerning any of the terms used in the Requests.

        14.      VWGoA objects to the Requests to the extent that they are argumentative, lack

foundation, or incorporate allegations and assertions that are disputed or erroneous. In

responding and objecting to any Requests, VWGoA does not admit the correctness of any such

assertions.

        15.      VWGoA objects to the Requests to the extent that they assume the existence of

facts that do not exist or the occurrence of events that did not take place. VWGoA’s Response

and any provision of information in response to the Requests are not intended, and shall not be

construed, as an admission that any factual predicates stated in the Requests are accurate.

        16.      VWGoA submits these responses without conceding the relevancy of the subject

matter of any Request, and without prejudice to its right to object to further discovery or to

object to the admissibility of any proof on the subject matter.

        17.      VWGoA reserves its right to all evidentiary and other legal and factual objections

at the time of trial.

        18.      VWGoA’s Objections are made without in any way waiving or intending to

waive, but on the contrary, with the intent to preserve:

                 a)     all questions and/or objections as to competency, relevancy, privilege and

                        admissibility as evidence for any purpose of the responses or subject



DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S RESPONSES
AND OBJECTIONS TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                                PAGE 11
                  matter thereof, in any subsequent proceeding or in the trial of this or any

                  other action;

            b)    the right to object on any ground to the use of these responses or the

                  subject matter thereof in any subsequent proceeding and in the trial of this

                  or any action; and

            c)    the right to object on any ground at any time to other discovery requests or

                  discovery procedures involving or relating to the subject of these

                  responses.




DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S RESPONSES
AND OBJECTIONS TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                           PAGE 12
         SPECIFIC RESPONSES AND OBJECTIONS TO INTERROGATORIES

       In addition and subject to the Objections set forth above, VWGoA sets forth the
following Specific Objections and Responses to the numbered Interrogatories.

1.     Please state the following information for each Affected Vehicle sold in the State of
       Texas by you or your agents or representatives:
       The date of sale;
       The VIN of the Affected Vehicle;
       The name and address of the person who sold the Affected Vehicle; and,
       The specific location where the Affected Vehicle was sold.

ANSWER: VWGoA has provided current good-faith estimates of available sales and lease
information for Affected Vehicles in documents produced in the Federal MDL (Bates stamped
VW-MDL2672-00959069 and VW-MDL2672-06547090), to which Plaintiff has access.

        VWGoA objects to Interrogatory No. 1 to the extent that it calls for information not
within the possession, custody or control of VWGoA. VWGoA further objects on the ground that
the Interrogatory is overly broad and unduly burdensome, seeks information that is neither
relevant to the claims or defenses of any party to this matter, nor reasonably calculated to lead to
the discovery of admissible evidence. VWGoA further objects on the ground that it calls for the
production of personal information relating to VWGoA’s customers.


2.     Please state the following information for each Affected Vehicle offered for sale in
       the State of Texas by you or your agents or representatives:
       The date the Affected Vehicle was first offered for sale;
       The VIN of the Affected Vehicle;
       The name and address of the person who offered the Affected Vehicle for
       sale; and,
       The specific location where the Affected Vehicle was offered for sale.

ANSWER: VWGoA has provided current good-faith estimates of available sales and lease
information for Affected Vehicles in documents produced in the Federal MDL (Bates stamped
VW-MDL2672-00959069 and VW-MDL2672-06547090), to which Plaintiff has access.

        VWGoA objects to Interrogatory No. 2 to the extent that it calls for information not
within the possession, custody or control of VWGoA. VWGoA further objects on the ground that
the Interrogatory is overly broad and unduly burdensome, and calls for information that is neither
relevant to the claims or defenses of any party to this matter nor reasonably calculated to lead to
the discovery of admissible evidence. VWGoA further objects on the ground that it calls for the
production of personal information relating to VWGoA’s customers.


3.     Please state the following information for each Affected Vehicle leased in the State
       of Texas by you or your agents or representatives:


DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S RESPONSES
AND OBJECTIONS TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                                 PAGE 13
       The date of lease;
       The VIN of the Affected Vehicle;
       The name and address of the person who leased, as lessor, the Affected Vehicle; and,
       The specific location where the Affected Vehicle was leased.

ANSWER: VWGoA has provided current good-faith estimates of available sales and lease
information for Affected Vehicles in documents produced in the Federal MDL (Bates stamped
VW-MDL2672-00959069 and VW-MDL2672-06547090), to which Plaintiff has access.

        VWGoA objects to Interrogatory No. 3 to the extent that it calls for information not
within the possession, custody or control of VWGoA. VWGoA further objects on the ground that
the Interrogatory is overly broad and unduly burdensome, and seeks information that is neither
relevant to the claims or defenses of any party to this matter nor reasonably calculated to lead to
the discovery of admissible evidence. VWGoA further objects on the ground that it calls for the
production of personal information relating to VWGoA’s customers.


4.     Please state the following information for each Affected Vehicle offered for lease in
       the State of Texas by you or your agents or representatives:
       The date the Affected Vehicle was first offered for lease;
       The VIN of the Affected Vehicle;
       The name and address of the person who offered for lease, as lessor, the Affected
       Vehicle; and,
       The specific location where the Affected Vehicle was offered for lease.

ANSWER: VWGoA has provided current good-faith estimates of available sales and lease
information for Affected Vehicles in documents produced in the Federal MDL (Bates stamped
VW-MDL2672-00959069 and VW-MDL2672-06547090), to which Plaintiff has access.

        VWGoA objects to Interrogatory No. 4 to the extent that it calls for information not
within the possession, custody or control of VWGoA. VWGoA further objects on the ground that
the Interrogatory is overly broad and unduly burdensome, and seeks information that is neither
relevant to the claims or defenses of any party to this matter nor reasonably calculated to lead to
the discovery of admissible evidence. VWGoA further objects on the ground that the
Interrogatory calls for the production of personal information relating to VWGoA’s customers.


5.      Please state the following information for each VW Representative that knew, on or
before September 17, 2015, that the Affected Vehicles were equipped with emission control
equipment that had been designed or modified so that the emission control equipment
resulted in lowered emissions during emission testing procedures when compared to actual
driving conditions. As used in this Interrogatory, VW Representative means (1) any officer,
director, or board member of VW; (2) any officer, director, manager, supervisor, or
engineer of any division or department of VW that was involved in, or responsible for, the
design or modification of emission control equipment for the Affected Vehicles; (3) any
officer, director, manager, supervisor, or engineer of any of the following VW divisions,


DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S RESPONSES
AND OBJECTIONS TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                                PAGE 14
departments, groups, or centers: Electronic Research Lab, Design Center California,
Marketing and Strategy Division, Group Quality Division, Test Center California,
Technical Center, Engineering and Environmental Office, and Research and Development;
and (4) any officer, director, manager, supervisor, or engineer of any division, department,
group, or center with responsibility for compliance with environmental laws regarding
emission control equipment on Affected Vehicles.

       A.      The job title, name, and address (work location) of the VW Representative;
       B.      The date on which the VW Representative first became aware that any
               Affected Vehicles were equipped with emission control equipment that had
               been designed or modified so that the emission control equipment resulted in
               lowered emissions during emission testing procedures when compared to
               actual driving conditions; and,
       C.      From where or whom the VW Representative learned that any Affected
               Vehicles were equipped with emission control equipment that had been
               designed or modified so that the emission control equipment resulted in
               lowered emissions during emission testing procedures when compared to
               actual driving conditions.

ANSWER: VWGoA objects to Interrogatory No. 5 on the grounds that it is argumentative, lacks
foundation, or incorporates allegations and assertions that are disputed or erroneous and that it
assumes the existence of facts that do not exist or the occurrence of events that did not take
place. VWGoA further objects to the Interrogatory on the ground that it seeks the discovery of
information that is in the possession, custody, or control of third parties. VWGoA further objects
to this Interrogatory as vague, ambiguous and undefined insofar as it fails to define or explain the
phrases “emission control equipment,” “lowered emissions,” “emission testing procedures,” and
“actual driving conditions.” VWGoA further objects to the Interrogatory on the ground that it is a
premature contention interrogatory and purports to require VWGoA to draw legal conclusions
and to provide a response predicated on legal conclusions or arguments. VWGoA further objects
on the ground that the investigation at VWGoA into the subject matter of this action, which is
part of the wider investigation commissioned by the Supervisory Board of Volkswagen AG, is
ongoing and privileged, and that a response to this Interrogatory at this time would unduly
burden and be disruptive of that investigation, and be premature in that all of the available
evidence has not yet been fully analyzed. Finally, VWGoA also objects to the extent the
Interrogatory seeks information that is protected from disclosure by the attorney-client privilege,
the attorney work-product doctrine or any other applicable privilege or immunity.


6.      Please explain how the design or modification of the emission control equipment on
the Affected Vehicles lowered emissions from the Affected Vehicles during vehicle emission
testing when compared to actual driving conditions.

ANSWER: VWGoA refers to and incorporates by reference certain of its preliminary responses
to Requests for Information from the EPA pursuant to section 208 of the federal Clean Air Act
(the “208 Requests”), which will be made available to Plaintiff.



DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S RESPONSES
AND OBJECTIONS TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                                 PAGE 15
        VWGoA objects to Interrogatory No. 6 to the extent that it seeks expert opinion and
testimony or material protected by the attorney-work-product doctrine. VWGoA further objects
to this Interrogatory to the extent it seeks information that is not in VWGoA’s possession,
custody or control. VWGoA further objects on the ground that the investigation at VWGoA into
the subject matter of this action, which is part of the wider investigation commissioned by the
Supervisory Board of Volkswagen AG, is ongoing and privileged, and that a response to this
Interrogatory at this time would unduly burden and be disruptive of that investigation, and be
premature in that all of the available evidence has not yet been fully analyzed. VWGoA further
objects to this Interrogatory as vague, ambiguous and undefined insofar as it fails to define or
explain the phrases “emission control equipment,” “lowered emissions,” “vehicle emission
testing,” and “actual driving conditions.”


       7.     For each of the Affected Vehicles, please state by how much the amount of
NOx emitted during vehicle emission testing varied from the amount of NOx emitted
during actual driving conditions. Please respond for each model and year of Affected
Vehicles (rather than for each individual Affected Vehicle). If you contend that the amount
varied depending on differences in actual driving conditions, please explain the range and
circumstances of the variation.

ANSWER: VWGoA refers to and incorporates by reference certain of its preliminary responses
to the 208 Requests, which will be made available to Plaintiff.

         VWGoA objects to Interrogatory No. 7 to the extent that it seeks expert opinion and
testimony or material protected by the attorney-work-product doctrine. VWGoA further objects
to this Interrogatory as vague, ambiguous and undefined insofar as it fails to define or explain the
phrases “vehicle emission testing,” and “actual driving conditions.”


8.     Were the Affected Vehicles equipped with emission control equipment that had
been designed or modified so that the emission control equipment resulted in lowered
emissions during emission testing procedures when compared to actual driving conditions?

ANSWER: VWGoA states that the software algorithm installed in the Affected Vehicles can
identify when behavior similar to that experienced when a testing procedure is underway and that
software algorithms may affect emissions.

        VWGoA objects to Interrogatory No. 6 to the extent it seeks information that is not in
VWGoA’s possession, custody or control. VWGoA further objects to this Interrogatory to the
extent it purports to expand the definitions set forth in 40 C.F.R. § 1803-01. VWGoA further
objects on the ground that the investigation at VWGoA into the subject matter of this action,
which is part of the wider investigation commissioned by the Supervisory Board of Volkswagen
AG, is ongoing and privileged, and that a response to this Interrogatory at this time would unduly
burden and be disruptive of that investigation, and be premature in that all of the available
evidence has not yet been fully analyzed. VWGoA further objects to this Interrogatory as vague,
ambiguous and undefined insofar as it fails to define or explain the phrases “emission control


DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S RESPONSES
AND OBJECTIONS TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                                 PAGE 16
equipment,” “lowered emissions,” “emission testing procedures,” and “actual driving
conditions.”


       9.     Please explain why emission control equipment that had been designed or
modified so that the emission control equipment resulted in lowered emissions during
emission testing procedures when compared to actual driving conditions was installed in
the Affected Vehicles?

ANSWER: VWGoA refers Plaintiff to its responses to Interrogatory Nos. 5 and 6.


10.    Please provide the following information for each person known to you to have been
terminated or disciplined (or who resigned or retired in lieu of termination or discipline) as
a result of the design or use in Affected Vehicles of emission control equipment that had
been designed or altered so that the emission control equipment resulted in lowered
emissions during emission testing procedures when compared to actual driving conditions.

       A.      The name, job title, and former employer of the person.
       B.      Describe the person’s involvement in the design or use in Affected Vehicles of
               emission control equipment that had been designed or modified so that the
               emission control equipment resulted in lowered emissions during emission
               testing procedures when compared to actual driving conditions.

ANSWER: No VWGoA employee has been terminated or disciplined as a result of the
allegations directed to the Affected Vehicles’ emission-control equipment. Mr. Michael Horn,
the former CEO of VWGoA, has left the employ of VWGoA.

        VWGoA objects to Interrogatory No. 10 on the grounds that it is argumentative, lacks
foundation, or incorporates allegations and assertions that are disputed or erroneous and that it
assumes the existence of facts that do not exist or the occurrence of events that did not take
place. VWGoA also objects to the Interrogatory on the ground that it seeks the discovery of
information that is in the possession, custody, or control of third parties. VWGoA further objects
to the Interrogatory on the ground that it is a premature contention interrogatory and purports to
require VWGoA to draw legal conclusions and to provide a response predicated on legal
conclusions or arguments. VWGoA also further objects on the ground that the investigation at
VWGoA into the subject matter of this action, which is part of the wider investigation
commissioned by the Supervisory Board of Volkswagen AG, is ongoing and privileged, and that
a response to this Interrogatory at this time would unduly burden and be disruptive of that
investigation, and be premature in that all of the available evidence has not yet been fully
analyzed. VWGoA further objects to the extent the Interrogatory seeks information that is
protected from disclosure by the attorney-client privilege, the attorney-work-product doctrine or
any other applicable privilege or immunity. VWGoA further objects to this to the extent the
Interrogatory purports to require the VW Entities to speculate as to the mental state of
individuals or seeks information that is not in the possession, custody or control of the VW
Entities. VWGoA further objects on the ground that the Interrogatory calls for the production of


DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S RESPONSES
AND OBJECTIONS TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                               PAGE 17
personal and private information relating to VWGoA’s employees. Finally, VWGoA further
objects to this Interrogatory as vague, ambiguous and undefined insofar as it fails to define or
explain the phrases “emission control equipment,” “lowered emissions,” “emission testing
procedures,” and “actual driving conditions.”

        VWGoA reserves the right to supplement, correct, clarify, amend or modify its Response
to Interrogatory No. 10 as additional information becomes available.


        11.    Please state the amount of gross profit you made from the sale, or offering
for sale, and lease, or offering for lease, in the State of Texas of any Affected Vehicle with a
2.0 liter TDI engine. In your response, please state the gross profit according to Generally
Accepted Accounting Principles developed and established by the Financial Accounting
Foundation’s standard-setting Boards, the Financial Accounting Standards Board and the
Governmental Accounting Standards Board, or an alternative generally accepted
accounting methodology recognized by the international financial community for the
public reporting of financial information.

ANSWER: VWGoA states that this information is not specifically maintained for vehicles sold
in the state of Texas.

         VWGoA Interrogatory No. 11 on the grounds that it is overly broad, unduly burdensome,
because it imposes a burden or expense on the VW Entities that outweighs its likely benefit,
taking into account the needs of the case, the amount in controversy, the parties’ resources, the
importance of the issues at stake in the litigation, and the importance of the proposed discovery
in resolving the issues. VWGoA further objects to this Interrogatory on the ground that it calls
for an expert opinion and calls for a legal conclusion. VWGoA further objects to this
Interrogatory to the extent it seeks information that is neither relevant to the claims or defenses
of any party to this matter nor reasonably calculated to lead to the discovery of admissible
evidence. VWGoA further objects to this Interrogatory to the extent that it could be construed to
require the VW Entities to seek information that is in the possession, custody or control of third
persons or entities unaffiliated with the VW Entities. The VW Entities further object to this
Interrogatory on the grounds that it calls for the production of information or documents that
reflect trade secrets or other information that is confidential, proprietary, commercially sensitive
or competitively significant, or information that is subject to other protective orders, non-
disclosure agreements or other confidentiality undertakings.


12.    Please state the amount of gross profit you made from the sale, or offering for sale,
and lease, or offering for lease, in the State of Texas of any Affected Vehicle with a 3.0 liter
TDI engine. In your response, please state the gross profit according to Generally Accepted
Accounting Principles developed and established by the Financial Accounting Foundation’s
standard-setting Boards, the Financial Accounting Standards Board and the Governmental
Accounting Standards Board, or an alternative generally accepted accounting methodology
recognized by the international financial community for the public reporting of financial
information.


DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S RESPONSES
AND OBJECTIONS TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                                 PAGE 18
ANSWER: VWGoA states that this information is not specifically maintained for vehicles sold
in the state of Texas.

        VWGoA objects to Interrogatory No. 12 on the grounds that it is overly broad, unduly
burdensome, because it imposes a burden or expense on the VW Entities that outweighs its likely
benefit, taking into account the needs of the case, the amount in controversy, the parties’
resources, the importance of the issues at stake in the litigation, and the importance of the
proposed discovery in resolving the issues. VWGoA further objects to this Interrogatory on the
ground that it calls for an expert opinion and calls for a legal conclusion. VWGoA further objects
to this Interrogatory to the extent it seeks information that is neither relevant to the claims or
defenses of any party to this matter nor reasonably calculated to lead to the discovery of
admissible evidence. VWGoA further objects to this Interrogatory to the extent that it could be
construed to require the VW Entities to seek information that is in the possession, custody or
control of third persons or entities unaffiliated with the VW Entities. The VW Entities further
object to this Interrogatory on the grounds that it calls for the production of information or
documents that reflect trade secrets or other information that is confidential, proprietary,
commercially sensitive or competitively significant, or information that is subject to other
protective orders, non-disclosure agreements or other confidentiality undertakings.


13.    In accordance with Rule 197.1, please state the legal theories and describe in general
the factual bases for your defense that Plaintiff’s claims should be dismissed because they
are preempted and barred by the Federal Clean Air Act.

ANSWER: VWGoA asserts that the Plaintiff’s case should be dismissed or abated due to
preemption by the federal Clean Air Act or by virtue of primary jurisdiction of the EPA.
VWGoA will state in detail and provide factual support for its legal argument when it moves the
Court to have the Plaintiff’s case dismissed or abated at the appropriate time in accordance with
the Texas Rules of Civil Procedure and the Scheduling Order or any other order of the Court.

       VWGoA objects to the Interrogatory No. 13 to the extent that it seeks expert opinion and
testimony or material protected by the work-product doctrine and purports to require VWGoA to
marshal all of its available proof or the proof VWGoA intends to offer at trial in support of its
defenses.


14.    In accordance with Rule 197.1, please state the legal theories and describe in general
the factual bases for your defense that Plaintiff’s claims should be dismissed or abated by
virtue of primary jurisdiction of the United States Environmental Protection Agency.

ANSWER: VWGoA asserts that the Plaintiff’s case should be dismissed or abated due to
preemption by the federal Clean Air Act or by virtue of primary jurisdiction of the EPA.
VWGoA will state in detail and provide factual support for its legal argument when it moves the
Court to have the Plaintiff’s case dismissed or abated at the appropriate time in accordance with
the Texas Rules of Civil Procedure and the Scheduling Order or any other order of the Court.



DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S RESPONSES
AND OBJECTIONS TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                               PAGE 19
       VWGoA objects to Interrogatory No. 14 to the extent that it seeks expert opinion and
testimony or material protected by the work-product doctrine and purports to require VWGoA to
marshal all of its available proof or the proof VWGoA intends to offer at trial in support of its
defenses. VWGoA reserves its right to supplement this response in accordance with the
applicable Texas Rules of Civil Procedure and the scheduling order of the Court.




DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S RESPONSES
AND OBJECTIONS TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                              PAGE 20
                               CAUSE NO. D-1-GN-16-000449

IN RE VOLKSWAGEN CLEAN DIESEL                    §               IN THE DISTRICT COURT
LITIGATION: CONSUMER CASE                        §
                                                 §               TRAVIS COUNTY, TEXAS
ALL ACTIONS                                      §
                                                 §               353rd JUDICIAL DISTRICT


   DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S RESPONSES AND
        OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS

       COMES NOW, Defendant Volkswagen Group of America, Inc. (“VWGoA”) serves the

following Responses and Objections to Plaintiff’s Requests for Admissions pursuant to Rule 198

of the Texas Rules of Civil Procedure.

                                           Respectfully submitted,



                                           /s/ C. Vernon Hartline, Jr.
                                           C. VERNON HARTLINE, JR.
                                           State Bar No. 09159500
                                           hartline@flash.net

                                           HARTLINE DACUS BARGER DREYER LLP
                                           8750 N. Central Expressway, Suite 1600
                                           Dallas, Texas 75231
                                           214-369-2100
                                           214-369-2118 fax

                                           And

                                           DARRELL L. BARGER
                                           State Bar No. 01733800
                                           dbarger@hdbdlaw.com

                                           HARTLINE DACUS BARGER DREYER LLP
                                           1980 Post Oak Boulevard, Suite 1800
                                           Houston, Texas 77056
                                           713-759-1990
                                           713-652-2419 fax

                                           And


DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS                       PAGE 1
                                    RICHARD W. CREWS, JR.
                                    State Bar No. 05075500
                                    rcrews@hdbdlaw.com

                                    HARTLINE DACUS BARGER DREYER LLP
                                    800 North Shoreline Blvd, Suite 2000, North Tower
                                    Corpus Christi, TX 78401
                                    361-866-8000
                                    361-866-8039 fax

                                    And

                                    JEFFREY L. CHASE
                                    NY State Bar No. 1002203
                                    jchase@herzfeld-rubin.com
                                    (pro hac vice motion to be filed)
                                    MICHAEL B. GALLUB
                                    NY State Bar No. 2141851
                                    mgallub@herzfeld-rubin.com
                                    (pro hac vice motion to be filed)
                                    NINGUR AKOGLU
                                    NY State Bar No. 4314290
                                    nakoglu@herzfeld-rubin.com
                                    (pro hac vice motion to be filed)

                                    HERZFELD & RUBIN, P.C.
                                    125 Broad Street
                                    New York, New York 10004
                                    212-471-8459
                                    212-344-3333 fax

                                    And

                                    ROBERT J. GIUFFRA, JR.
                                    New York State Bar 2309177
                                    giuffrar@sullcrom.com
                                    SHARON L. NELLES
                                    New York State Bar 2613073
                                    nelless@sullcrom.com
                                    WILLIAM B. MONAHAN
                                    New York State Bar 4229027
                                    monahanw@sullcrom.com

                                    SULLIVAN & CROMWELL LLP
                                    125 Broad Street
                                    New York, New York 10004


DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS               PAGE 2
                                          212-558-4000
                                          Fax: 212-558-3588

                                          ATTORNEYS FOR DEFENDANTS
                                          VOLKSWAGEN GROUP OF AMERICA, INC.,
                                          AUDI OF AMERICA, LLC AND
                                          VOLKSWAGEN GROUP OF AMERICA
                                          CHATTANOOGA OPERATIONS, LLC

                              CERTIFICATE OF SERVICE

       I hereby certify that a true and correct copy of the foregoing document was served by
email in compliance with the Texas Rules of Civil Procedure on August 17, 2016 on the
following counsel of record.

Via E-mail craigpatrick@att.net
Craig M. Patrick
6244 E. Lovers Lane
Dallas, Texas 75214

Via E-mail rmithoff@mithofflaw.com
Richard Mithoff
One Allen Ctr. - Penthouse
500 Dallas St.
Houston, TX 77002

Via E-mail Patrick.Sweeten@texasattorneygeneral.gov
Patrick Sweeten
Office of the Attorney General
Consumer Protection Division
P.O. Box 12548
Austin, TX 78711

Via E-mail Darren.McCarty@alston.com
Darren L. McCarty
Alston & Bird LLP
2828 North Harwood Street, Suite 1800
Dallas, Texas 75201

Via E-mail brett.solberg@dlapiper.com
            william.kiniry@dlapiper.com
Brett Solberg
William Kiniry, Jr
DLA Piper LLP (US)
1000 Louisiana Street, Suite 2800
Houston, Texas 77002


DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS                      PAGE 3
Via E-mail mwalters@jw.com
Mark Lewis Walters
Jackson Walker LLP
100 Congress Ave., Suite 1100
Austin, TX 78701



                                    /s/ C. Vernon Hartline, Jr.
                                    C. VERNON HARTLINE, JR.




DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS   PAGE 4
                                PRELIMINARY STATEMENT

       The responses to the Requests for Admission (“Requests”) are made with specific regard

to the laws of the State of Texas, the Texas Rules of Civil Procedure and the specific facts of this

case and are not applicable to other cases, facts or circumstances or the rules and laws of any

other state or jurisdiction concerning discovery or theories of causes of action.

       Counsel for VWGoA has drafted these responses based upon the current state of

VWGoA’s knowledge and/or information regarding the information Plaintiff has requested.

VWGoA’s discovery, investigation, and analysis of this matter are continuing. Consequently,

without obligating itself to do so, VWGoA expressly reserves the right to supplement, amend,

correct, clarify or modify its Response to the Requests as further information becomes available.

Further, irrespective of whether VWGoA provides information in response to the Requests,

VWGoA reserves the right to (a) provide additional information; (b) object to further discovery;

(c) rely upon any information and documents produced in this in any hearing or proceeding,

including any hearing, proceeding or trial in this matter; and (d) challenge the authenticity or

admissibility in any proceeding, hearing or trial of any information or documents.

       To the extent that VWGoA responds to any of the Requests, it does so without conceding

the materiality, admissibility or relevance of any such response.

       To enhance the readability of its responses, counsel for VWGoA generally has provided

the answer first, followed by any specific objections, subject to which it has answered. By

providing an answer to each Request prior to setting forth its specific objections, VWGoA does

not waive any objections following its substantive response.

       This Preliminary Statement is incorporated into all responses by reference as though fully

set forth verbatim.



DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS                             PAGE 5
        VWGoA is available to meet and confer with respect to these Responses, should counsel

for Plaintiff wish to do so.

                                   GENERAL OBJECTIONS

        The General Objections set forth below apply to the Requests generally and to each

Definition, Instruction and individual Request. Unless otherwise stated, they shall have the same

force and effect as if set forth in full in response to each Definition, Instruction and individual

Request. The absence of a specific objection in individual Request responses is neither intended,

nor should be interpreted, as an admission that information responsive to that Request exists or

as evidence that VWGoA does not object to a Request or waives any applicable privilege,

immunity, or protection. Any undertaking to search for or provide information in response to any

Request remains subject to these General Objections and to specific objections (collectively,

“Objections”) in the individual responses set forth herein. The fact that an objection is not listed

herein does not constitute a waiver of that objection or otherwise preclude VWGoA from raising

that objection at a later time.

        1.      VWGoA objects to the Requests insofar as investigation concerning the subject

matter of the Requests, including the independent investigation commissioned by the

Supervisory Board of Volkswagen AG, the parent company of VWGoA, is ongoing. In light of

the ongoing investigation, VWGoA states that information known or readily available may be

insufficient to enable VWGoA to fully respond to the Requests at this time. Accordingly,

VWGoA reserves the right to amend, supplement, revise, clarify or correct the responses set

forth below once the investigation commissioned by the Supervisory Board has concluded. In

addition, VWGoA interposes below objections to some Requests on the ground that the

investigation commissioned by the Supervisory Board is ongoing and privileged, and that



DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS                             PAGE 6
responses to those Requests at this time would unduly burden and be disruptive of that

investigation, and be premature in that all of the available evidence has not yet been fully

analyzed.

       2.      VWGoA objects to the Requests to the extent that they are vague and ambiguous,

overly broad, unduly burdensome, lacking in particularity, unreasonable, and not reasonably

calculated to lead to the discovery of admissible evidence, or seek the discovery of information

that is neither relevant to the claims or defenses of any party, as well as to the extent that the

Requests are unduly burdensome because they impose a significant burden, expense and

inconvenience on VWGoA.

       3.      VWGoA further objects to the Requests to the extent that they purport to impose

burdens or obligations on VWGoA that are broader than, or inconsistent with, the permissible

scope of discovery under the Texas Rules of Civil Procedure. Subject to and without waiving

these Objections, in responding to the Requests, VWGoA will construe the Requests consistently

with the Texas Rules of Civil Procedure.

       4.      VWGoA further objects to the Requests to the extent that they purport to require

VWGoA to conduct anything beyond a reasonable and diligent search for readily accessible

information from readily accessible sources (including electronic sources) where responsive

information reasonably would be expected to be found. VWGoA also objects to the Requests to

the extent that they purport to require VWGoA to admit or deny facts based on the existence or

absence of information that is not or would not be centrally maintained at VWGoA by, or on

behalf of, persons believed to have significant involvement in the events at issue in the action, or

is not available from VWGoA’s current employees.

       5.      VWGoA further objects to the Requests to the extent they seek information or



DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS                             PAGE 7
purport to require VWGoA to admit or deny facts based on the existence or absence of

information that (i) is not in VWGoA’s possession, custody or control; or (ii) is available from a

more convenient, more efficient, less burdensome or less expensive source than VWGoA.

Subject to VWGoA’s Objections, VWGoA will consider only information in its possession,

custody, or control as of the date of this Response. VWGoA’s Response shall not be construed

as a representation regarding the existence or non-existence of information in its possession,

custody, or control.

       6.      VWGoA objects to the Requests to the extent that they seek information that is:

               (a)     already in Plaintiff’s possession, custody or control;

               (b)     publicly available or otherwise equally available to Plaintiff; or

               (c)     more appropriately obtained from other sources or parties by other means

                       of pre-trial discovery, including through Plaintiff’s review of document

                       productions the Plaintiff is being given access to.

       7.      The Responses are solely in the name of and on behalf of VWGoA. VWGoA

objects to the Requests to the extent that they purport to require VWGoA to provide information

that is in the possession, custody, or control of VWGoA’s parents, affiliates, or subsidiaries that

have corporate identities separate and apart from those of VWGoA on the ground that such

information is not in the possession, custody or control of VWGoA.

       8.      VWGoA objects to the defined terms “You”, “Your”, and “VW” and to any

Definition, Instruction or Request that incorporates those Definitions, on the ground that such

Definitions and any such Definition, Instruction, or Request

               (a)     seek the discovery of information that is in the possession, custody, or

                       control of third parties;



DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS                             PAGE 8
              (b)     are overly broad, unduly burdensome, and call for information that is

                      neither relevant to the claims or defenses of any party to, or the subject

                      matter of, the action, and seek;

              (c)     are not reasonably calculated to lead to the discovery of admissible

                      evidence;

              (d)     fail to distinguish between distinct corporate entities;

              (e)     purport to require VWGoA to discern or inquire about relationships

                      between or among entities that are not affiliated with VWGoA;

              (f)     are vague, ambiguous and confusing; and

              (g)     seek information which is protected from disclosure under the attorney-

                      client privilege, the attorney-work-product doctrine or any other

                      applicable privilege or immunity.

       9.     VWGoA objects to the undefined terms “Showing,” “Reflecting,” “Relate,”

“Related,” “Referring to,” “Relating to,” “Identify” and “Documents” and “Records,” and to any

Definition, Instruction or Request that incorporates those terms, on the ground that such terms

and any Definition, Instruction or Request that incorporates them are overly broad, unduly

burdensome, and vague and ambiguous. Further, VWGoA objects to the undefined terms

“representative,” “agent,” “emission control equipment,” “emission testing procedures,” “vehicle

emission testing,” “lowered emissions,” and “actual driving conditions” on the grounds that such

terms and any Definition, Instruction or Request that incorporates them are vague, ambiguous,

unintelligible and without a clear meaning. Subject to and without waiving these Objections, in

responding to the Requests, VWGoA will construe these terms consistently with their usual and

generally accepted meaning of the words and phrases in the English language.



DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS                         PAGE 9
       10.     VWGoA objects to the defined term “Affected Vehicles” and to any Definition,

Instruction or Request that incorporates it. The term erroneously references vehicles that do not

exist or do not have TDI engines. Affected Vehicles should be defined as, and a correct list of

Affected Vehicles should only include, the below vehicles:

       •       2.0L vehicles: VW Jetta (2009-2015); VW Jetta SportWagen (2009-2014); VW

               Beetle (2013-2015); VW Beetle Convertible (2013-2015); Audi A3 (2010-2013

               and 2015); VW Golf (2010-2015); VW Golf SportWagen (2015); and VW Passat

               (2012-2015), and

       •       3.0L vehicles: Volkswagen Touareg (2009-2016); Audi A6 quattro (2014-2016);

               Audi A7 quattro (2014-2016); Audi A8L (2014-2016); Audi Q5 (2014-2016);

               Audi Q7 (2009-2015).

       11.     VWGoA objects to the Requests to the extent that they seek material protected by

the attorney-client privilege, the work-product doctrine, the joint-defense or common-interest

privilege, or any other applicable privilege, immunity, or discovery protection, or that otherwise

is protected from disclosure under applicable law . Specific objections on the grounds of

privilege are provided for emphasis and clarity only, and the absence of a specific objection is

neither intended, nor should be interpreted, as evidence that VWGoA does not object to a

Request on the basis of or waive an applicable privilege, immunity, or protection.

       12.     VWGoA objects to the Requests to the extent that they purport to seek the

discovery of information that reflects trade secrets, or information that is confidential,

proprietary, commercially sensitive or competitively significant, or personal information relating

to VWGoA, their affiliates, employees or clients, customers or counterparties, or information

that is subject to other protective orders, non-disclosure agreements or other confidentiality



DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS                          PAGE 10
undertakings.

        13.      VWGoA objects to the Requests to the extent that they purport to require

VWGoA to draw legal conclusions, or are predicated on legal conclusions or arguments. Subject

to and without waiver of these Objections, VWGoA states that any response, or provision of

information in response to the Requests, is not intended to provide, and shall not constitute or be

construed as providing, a legal conclusion concerning any of the terms used in the Requests.

        14.      VWGoA objects to the Requests to the extent that they are argumentative, lack

foundation, or incorporate allegations and assertions that are disputed or erroneous. In

responding and objecting to any Requests, VWGoA does not admit the correctness of any such

assertions.

        15.      VWGoA objects to the Requests to the extent that they assume the existence of

facts that do not exist or the occurrence of events that did not take place. VWGoA’s Response

and any provision of information in response to the Requests are not intended, and shall not be

construed, as an admission that any factual predicates stated in the Requests are accurate.

        16.      VWGoA submits these responses without conceding the relevancy of the subject

matter of any Request, and without prejudice to its right to object to further discovery or to

object to the admissibility of any proof on the subject matter.

        17.      VWGoA reserves its right to all evidentiary and other legal and factual objections

at the time of trial.

        18.      VWGoA’s Objections are made without in any way waiving or intending to

waive, but on the contrary, with the intent to preserve:

                 a)     all questions and/or objections as to competency, relevancy, privilege and

                        admissibility as evidence for any purpose of the responses or subject



DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS                           PAGE 11
                  matter thereof, in any subsequent proceeding or in the trial of this or any

                  other action;

            b)    the right to object on any ground to the use of these responses or the

                  subject matter thereof in any subsequent proceeding and in the trial of this

                  or any action; and

            c)    the right to object on any ground at any time to other discovery requests or

                  discovery procedures involving or relating to the subject of these

                  responses.




DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS                      PAGE 12
   SPECIFIC RESPONSES AND OBJECTIONS TO REQUESTS FOR ADMISSIONS

       In addition and subject to the Objections set forth above, VWGoA sets forth the
following Specific Objections and Responses to the numbered Requests.

1.     You equipped the Affected Vehicles with 2.0 Liter TDI engines with emission
control equipment that had been designed or modified so that the emission control
equipment resulted in lowered emissions during emission testing procedures when
compared to actual driving conditions.

RESPONSE: VWGoA denies this Request.

         VWGoA objects to Request for Admission No. 1 on the grounds that it is argumentative,
lacks foundation, or incorporates allegations and assertions that are disputed or erroneous and
that it assumes the existence of facts that do not exist or the occurrence of events that did not
take place. VWGoA further objects on the ground that the investigation at VWGoA into the
subject matter of this action, which is part of the wider investigation commissioned by the
Supervisory Board of Volkswagen AG, is ongoing and privileged, and that a response to this
Interrogatory at this time would unduly burden and be disruptive of that investigation, and be
premature in that all of the available evidence has not yet been fully analyzed. VWGoA further
objects to this Request as vague, ambiguous and undefined insofar as it fails to define or explain
the phrases “emission control equipment,” “lowered emissions,” and “actual driving conditions.”
VWGoA further objects to this Request to the extent it purports to expand the definitions set
forth in 40 C.F.R. § 1803-01. Finally, VWGoA also objects to the extent the Interrogatory seeks
information that is protected from disclosure by the attorney-client privilege, the work-product
doctrine or any other applicable privilege or immunity.


2.     Your equipping the Affected Vehicles with 2.0 Liter TDI engines with emission
control equipment that had been designed or modified so that the emission control
equipment resulted in lowered emissions during emission testing procedures when
compared to actual driving conditions was an intentional decision made by you.

RESPONSE: VWGoA denies this Request.

         VWGoA objects to Request for Admission No. 2 on the grounds that it is argumentative,
lacks foundation, or incorporates allegations and assertions that are disputed or erroneous and
that it assumes the existence of facts that do not exist or the occurrence of events that did not
take place. VWGoA further objects on the ground that the investigation at VWGoA into the
subject matter of this action, which is part of the wider investigation commissioned by the
Supervisory Board of Volkswagen AG, is ongoing and privileged, and that a response to this
Interrogatory at this time would unduly burden and be disruptive of that investigation, and be
premature in that all of the available evidence has not yet been fully analyzed. VWGoA further
objects to this Request as vague, ambiguous and undefined insofar as it fails to define or explain
the phrases “lowered emissions,” and “actual driving conditions.” VWGoA further objects to this
Request to the extent it purports to expand the definitions set forth in 40 C.F.R. § 1803 01.


DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS                          PAGE 13
Finally, VWGoA also objects to the extent the Interrogatory seeks information that is protected
from disclosure by the attorney-client privilege, the work-product doctrine or any other
applicable privilege or immunity.


3.     You equipped the Affected Vehicles with 3.0 Liter TDI engines with emission
control equipment that had been designed or modified so that the emission control
equipment resulted in lowered emissions during emission testing procedures when
compared to actual driving conditions.

RESPONSE: VWGoA denies this Request.

         VWGoA objects to Request for Admission No. 3 on the grounds that it is argumentative,
lacks foundation, or incorporates allegations and assertions that are disputed or erroneous and
that it assumes the existence of facts that do not exist or the occurrence of events that did not
take place. VWGoA further objects on the ground that the investigation at VWGoA into the
subject matter of this action, which is part of the wider investigation commissioned by the
Supervisory Board of Volkswagen AG, is ongoing and privileged, and that a response to this
Interrogatory at this time would unduly burden and be disruptive of that investigation, and be
premature in that all of the available evidence has not yet been fully analyzed. VWGoA further
objects to this Request as vague, ambiguous and undefined insofar as it fails to define or explain
the phrases “lowered emissions,” and “actual driving conditions.” VWGoA further objects to this
Request to the extent it purports to expand the definitions set forth in 40 C.F.R. § 1803 01.
Finally, VWGoA also objects to the extent the Interrogatory seeks information that is protected
from disclosure by the attorney-client privilege, the work-product doctrine or any other
applicable privilege or immunity.


4.     Your equipping the Affected Vehicles with 3.0 Liter TDI engines with emission
control equipment that had been designed or modified so that the emission control
equipment resulted in lowered emissions during emission testing procedures when
compared to actual driving conditions was an intentional decision made by you.

RESPONSE: VWGoA denies this Request.

         VWGoA objects to Request for Admission No. 4 on the grounds that it is argumentative,
lacks foundation, or incorporates allegations and assertions that are disputed or erroneous and
that it assumes the existence of facts that do not exist or the occurrence of events that did not
take place. VWGoA further objects on the ground that the investigation at VWGoA into the
subject matter of this action, which is part of the wider investigation commissioned by the
Supervisory Board of Volkswagen AG, is ongoing and privileged, and that a response to this
Interrogatory at this time would unduly burden and be disruptive of that investigation, and be
premature in that all of the available evidence has not yet been fully analyzed. VWGoA further
objects to the extent that the Request purports to require VWGoA to draw legal conclusions.
VWGoA further objects to this Request as vague, ambiguous and undefined insofar as it fails to
define or explain the phrases “lowered emissions,” and “actual driving conditions.” VWGoA


DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS                          PAGE 14
further objects to this Request to the extent it purports to expand the definitions set forth in 40
C.F.R. § 1803 01. Finally, VWGoA also objects to the extent the Interrogatory seeks information
that is protected from disclosure by the attorney-client privilege, the attorney-work-product
doctrine or any other applicable privilege or immunity.


5.     The Affected Vehicles with 2.0 Liter TDI engines were equipped with emission
control equipment that had been designed or modified so that the emission control
equipment resulted in lowered emissions during emission testing procedures when
compared to actual driving conditions.

RESPONSE: VWGoA denies this Request, but admits that the software algorithm installed in
the Affected Vehicles can identify when behavior similar to that experienced when a testing
procedure is underway and that software algorithms may affect emissions.

         VWGoA objects to Request for Admission No. 5 on the ground that it seeks information
that is in the possession, custody, or control of third parties. VWGoA further objects to the extent
that the Request purports to require VWGoA to draw legal conclusions. VWGoA further objects
to this Request as vague, ambiguous and undefined insofar as it fails to define or explain the
phrases “emission control equipment,” “lowered emissions,” and “actual driving conditions.”
VWGoA further objects to this Request to the extent it purports to expand the definitions set
forth in 40 C.F.R. § 1803 01. Finally, VWGoA also objects to the extent the Interrogatory seeks
information that is protected from disclosure by the attorney-client privilege, the attorney-work-
product doctrine or any other applicable privilege or immunity.


6.     The Affected Vehicles with 3.0 Liter TDI engines were equipped with emission
control equipment that had been designed or modified so that the emission control
equipment resulted in lowered emissions during emission testing procedures when
compared to actual driving conditions.

RESPONSE: VWGoA denies this Request, but admits that the software algorithm installed in
the Affected Vehicles can identify when behavior similar to that experienced when a testing
procedure is underway and that software algorithms may affect emissions.

         VWGoA objects to Request for Admission No. 6 on the ground that it seeks information
that is in the possession, custody, or control of third parties. VWGoA further objects to the extent
that the Request purports to require VWGoA to draw legal conclusions. VWGoA further objects
to this Request as vague, ambiguous and undefined insofar as it fails to define or explain the
phrases “emission control equipment,” “lowered emissions,” and “actual driving conditions.”
VWGoA further objects to this Request to the extent it purports to expand the definitions set
forth in 40 C.F.R. § 1803 01. Finally, VWGoA also objects to the extent the Interrogatory seeks
information that is protected from disclosure by the attorney-client privilege, the work-product
doctrine or any other applicable privilege or immunity.




DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS                            PAGE 15
7.    You sold in the State of Texas Affected Vehicles with 2.0 Liter TDI engines.

RESPONSE: VWGoA admits this Request to the extent it sold Affected Vehicles solely to
authorized VW and Audi dealerships in the State of Texas.


8.    You sold in the State of Texas Affected Vehicles with 3.0 Liter TDI engines.

RESPONSE: VWGoA admits this Request to the extent it sold Affected Vehicles solely to
authorized VW and Audi dealerships in the State of Texas.


9.     You offered for sale in the State of Texas Affected Vehicles with 2.0 Liter TDI
engines.

RESPONSE: VWGoA admits this Request to the extent it offered for sale Affected Vehicles
solely to authorized VW and Audi dealerships in the State of Texas.


10.    You offered for sale in the State of Texas Affected Vehicles with 3.0 Liter TDI
engines.

RESPONSE: VWGoA admits this Request to the extent it offered for sale Affected Vehicles
solely to authorized VW and Audi dealerships in the State of Texas.


11.   You leased in the State of Texas Affected Vehicles with 2.0 Liter TDI engines.

RESPONSE: VWGoA admits this Request to the extent it leased Affected Vehicles solely
through authorized VW and Audi dealerships in the State of Texas.


12.   You leased in the State of Texas Affected Vehicles with 3.0 Liter TDI engines.

RESPONSE: VWGoA admits this Request to the extent it leased Affected Vehicles solely
through authorized VW and Audi dealerships in the State of Texas.


13.    You offered for lease in the State of Texas Affected Vehicles with 2.0 Liter TDI
engines.

RESPONSE: VWGoA admits this Request to the extent it offered for lease Affected Vehicles
solely through authorized VW and Audi dealerships in the State of Texas.


14.   You offered for lease in the State of Texas Affected Vehicles with 3.0 Liter TDI


DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS                      PAGE 16
engines.

RESPONSE: VWGoA admits this Request to the extent it offered for lease Affected Vehicles
solely through authorized VW and Audi dealerships in the State of Texas.


15.    As of June 3, 2016 you have not disabled or removed emission control equipment
from the Affected Vehicles with 2.0 Liter TDI engines that was designed or modified so that
the emission control equipment resulted in lowered emissions during emission testing
procedures when compared to actual driving conditions when operated on Texas streets,
roads, and/or highways.

RESPONSE: VWGoA admits that it has not disabled or removed any emission control
equipment from the Affected Vehicles as of June 3, 2016. VWGoA denies the remainder of this
Request as unintelligible and refers to its Response to Request No. 5.

      VWGoA objects to Request for Admission No. 15 on the grounds that it is vague,
ambiguous and undefined insofar as it fails to define or explain the phrases “emission control
equipment,” “lowered emissions,” “actual driving conditions,” “disabled” and “removed.”


16.    As of June 3, 2016, you have not disabled or removed emission control equipment
from the Affected Vehicles with 3.0 Liter TDI engines that was designed or modified so that
the emission control equipment resulted in lowered emissions during emission testing
procedures when compared to actual driving conditions when operated on Texas streets,
roads, and/or highways.

RESPONSE: VWGoA admits that it has not disabled or removed any emission control
equipment from the Affected Vehicles as of June 3, 2016. VWGoA denies the remainder of this
Request as unintelligible and refers to its Response to Request No. 5.

       VWGoA objects to Request for Admission No. 16 on the grounds that it is vague,
ambiguous and undefined insofar as it fails to define or explain the phrases “lowered emissions,”
and “actual driving conditions.”




DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS                         PAGE 17
EXHIBIT C
                                                     September 13, 2016
Via email
Mr. C. Vernon Hartline, Jr.
Hartline Dacus Barger Dreyer LLP
8750 N. Central Expy., Ste. 1600
Dallas, Texas 75231
Re: In Re Volkswagen Clean Diesel Litigation: TCAA Enforcement Cases, Cause No. D-1-
GN-16-000370, pending in the 353rd District Court of Travis County, Texas.

Dear Mr. Hartline:

I have had an opportunity to review your Responses to the State’s Requests for
Production, Requests for Disclosure, and Requests for Admissions. VWGoA’s
responses to that discovery are inadequate.

The State accepts your invitation to meet and confer regarding the responses tendered
by Defendant. We suggest that we meet and confer at your earliest available date, and,
to that end, would propose a meeting on Friday September 16th, Monday September
19th or another mutually agreeable date.

The State will be prepared to address your Responses in detail when we meet. However,
there are two overarching issues that we encourage you to consider and be prepared to
address prior to our meeting:

   1. Tex. R. Civ. P. 193.2(e) provides that “[a]n objection that is not made within the
      time required, or that is obscured by numerous unfounded objections, is waived
      unless the court excuses the waiver for good cause shown.” Notwithstanding
      this limitation, it appears that VWGoA seeks to reserve the right to lodge
      additional objections in the future and asserted so many non-specific objections
      that any potentially valid objections are obscured. In short, your answers violate
      the substance and spirit of TRCP 193.2(e) and we will be asking that you amend
      your answers in light of the clear intent of the rules.




       P os t Of fic e B ox 12548 , Aust in, Texa s 7 8 7 1 1 - 2 5 4 8 • ( 5 1 2 ) 4 6 3 - 2 1 0 0 • www. t exa satt or n eygen era l. gov
Mr. C. Vernon Hartline                                                          Page 2 of 2


   2. Tex. R. Civ. P. 193.2(f) notes that parties should not object to written discovery
      on the basis of privilege, but rather comply with Rule 193.3. Among other things,
      that rule requires that a “party must state--in the response (or an amended or
      supplemental response) or in a separate document--that:

              (1) information or material responsive to the request has been
              withheld,
              (2) the request to which the information or material relates, and
              (3) the privilege or privileges asserted.

       Tex. R. Civ. P. 193.3(a). VWGoA’s Responses do not appear to have complied
       with this rule and, as they are currently presented, render it impossible to identify
       if, and what, privileged information, if any, has been withheld.

I look forward to your response and an opportunity to meet to discuss VWGoA’s
Responses to the State’s discovery requests. As noted above, when we meet , the State
will address more particularized issues with regard to each of the discovery requests,
and responses, at issue.

Should you wish to discuss this matter, please do not hesitate to contact me.

                                             Sincerely,

                                             /s/ Patrick K. Sweeten
                                             PATRICK K. SWEETEN
                                             Senior Counsel for Civil Litigation
                                             Office of the Texas Attorney General
                                             Patrick.Sweeten@texasattorneygeneral.gov
                                             Telephone: (512) 463-4139
                                             Facsimile: (512) 936-0545
EXHIBIT D
                               CAUSE NO. D-1-GN-16-000370

IN RE VOLKSWAGEN CLEAN DIESEL                        §            IN THE DISTRICT COURT
LITIGATION: TCAA ENFORCEMENT                         §
CASES                                                §
                                                     §
THE STATE OF TEXAS,                                  §
                                                     §
       Plaintiff,                                    §
                                                     §
AND                                                  §
                                                     §
TRAVIS COUNTY, TEXAS                                 §
                                                     §
      Plaintiff Intervenor                           §
                                                     §
v.                                                   §            TRAVIS COUNTY, TEXAS
                                                     §
VOLKSWAGEN GROUP OF AMERICA,                         §
INC.; AUDI OF AMERICA, LLC                           §
                                                     §
       Defendants.                                   §
                                                     §
TRAVIS COUNTY, TEXAS (TRAVIS                         §
COUNTY CAUSE NUMBER D-1-GN-15-                       §
004513)                                              §            353rd JUDICIAL DISTRICT

     DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S FIRST AMENDED
          RESPONSES AND OBJECTIONS TO PLAINTIFF’S FIRST SET OF
                          INTERROGATORIES

        COMES NOW, Defendant Volkswagen Group of America, Inc. (“VWGoA”) serves the

following Amended Responses and Objections to Plaintiff’s First Set of Interrogatories pursuant

to Rule 197 of the Texas Rules of Civil Procedure.




DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
FIRST AMENDED RESPONSES AND OBJECTIONS
TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                                            PAGE 1
                                  Respectfully submitted,



                                  /s/ C. Vernon Hartline, Jr.
                                  C. VERNON HARTLINE, JR.
                                  State Bar No. 09159500
                                  hartline@flash.net

                                  HARTLINE DACUS BARGER DREYER LLP
                                  8750 N. Central Expressway, Suite 1600
                                  Dallas, Texas 75231
                                  214-369-2100
                                  214-369-2118 fax

                                  And

                                  DARRELL L. BARGER
                                  State Bar No. 01733800
                                  dbarger@hdbdlaw.com

                                  HARTLINE DACUS BARGER DREYER LLP
                                  1980 Post Oak Boulevard, Suite 1800
                                  Houston, Texas 77056
                                  713-759-1990
                                  713-652-2419 fax

                                  And

                                  RICHARD W. CREWS, JR.
                                  State Bar No. 05075500
                                  rcrews@hdbdlaw.com

                                  HARTLINE DACUS BARGER DREYER LLP
                                  800 North Shoreline Blvd, Suite 2000, North Tower
                                  Corpus Christi, TX 78401
                                  361-866-8000
                                  361-866-8039 fax

                                  And

                                  JEFFREY L. CHASE
                                  NY State Bar No. 1002203
                                  jchase@herzfeld-rubin.com
                                  (pro hac vice motion to be filed)


DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
FIRST AMENDED RESPONSES AND OBJECTIONS
TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                                 PAGE 2
                                          MICHAEL B. GALLUB
                                          NY State Bar No. 2141851
                                          mgallub@herzfeld-rubin.com
                                          (pro hac vice motion to be filed)

                                          HERZFELD & RUBIN, P.C.
                                          125 Broad Street
                                          New York, New York 10004
                                          212-471-8459
                                          212-344-3333 fax

                                          And

                                          ROBERT J. GIUFFRA, JR.
                                          New York State Bar 2309177
                                          giuffrar@sullcrom.com
                                          SHARON L. NELLES
                                          New York State Bar 2613073
                                          nelless@sullcrom.com
                                          WILLIAM B. MONAHAN
                                          New York State Bar 4229027
                                          monahanw@sullcrom.com

                                          SULLIVAN & CROMWELL LLP
                                          125 Broad Street
                                          New York, New York 10004
                                          212-558-4000
                                          Fax: 212-558-3588

                                   ATTORNEYS FOR DEFENDANTS VOLKSWAGEN
                                   GROUP OF AMERICA, INC., AUDI OF AMERICA,
                                   LLC AND VOLKSWAGEN GROUP OF AMERICA
                                   CHATTANOOGA OPERATIONS, LLC

                              CERTIFICATE OF SERVICE

       I hereby certify that a true and correct copy of the foregoing document was served by
email in compliance with the Texas Rules of Civil Procedure on September 19, 2016 on the
following counsel of record.

Via E-mail Patrick.Sweeten@texasattorneygeneral.gov
Patrick Sweeten
Office of the Attorney General
Consumer Protection Division
P.O. Box 12548
Austin, TX 78711

DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
FIRST AMENDED RESPONSES AND OBJECTIONS
TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                                          PAGE 3
Via E-mail craigpatrick@att.net
Craig M. Patrick
6244 E. Lovers Lane
Dallas, Texas 75214

Via E-mail rmithoff@mithofflaw.com
Richard Mithoff
One Allen Ctr. - Penthouse
500 Dallas St.
Houston, TX 77002

Via E-mail Darren.McCarty@alston.com
Darren L. McCarty
Alston & Bird LLP
2828 North Harwood Street, Suite 1800
Dallas, Texas 75201

Via E-mail brett.solberg@dlapiper.com
Brett Solberg
William Kiniry, Jr
DLA Piper LLP (US)
1000 Louisiana Street, Suite 2800
Houston, Texas 77002

Via E-mail mwalters@jw.com
Mark Lewis Walters
Jackson Walker LLP
100 Congress Ave., Suite 1100
Austin, TX 78701



                                        /s/ C. Vernon Hartline, Jr.
                                        C. VERNON HARTLINE, JR.




DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
FIRST AMENDED RESPONSES AND OBJECTIONS
TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                           PAGE 4
                                PRELIMINARY STATEMENT

        The responses to the Interrogatories (“Requests”) are made with specific regard to the

laws of the State of Texas, the Texas Rules of Civil Procedure and the specific facts of this case

and are not applicable to other cases, facts or circumstances or the rules and laws of any other

state or jurisdiction concerning discovery or theories of causes of action.

        Counsel for VWGoA has drafted these responses based upon the current state of

VWGoA’s knowledge and/or information regarding the information Plaintiff has requested.

VWGoA’s discovery, investigation, and analysis of this matter are continuing.

        VWGoA is available to meet and confer with respect to these Responses, should counsel

for Plaintiff wish to do so.

                     OBJECTIONS APPLICABLE TO ALL REQUESTS

        1.      VWGoA objects to the Requests insofar as investigation concerning the subject

matter of the Requests, including the independent investigation commissioned by the

Supervisory Board of Volkswagen AG, the parent company of VWGoA, is ongoing. In light of

the ongoing investigation, VWGoA states that information known or readily available may be

insufficient to enable VWGoA to fully respond to the Requests at this time. Accordingly,

VWGoA reserves the right to amend, supplement, revise, clarify or correct the responses set

forth below once the investigation commissioned by the Supervisory Board has concluded. In

addition, VWGoA interposes below objections to some Requests on the ground that the

investigation commissioned by the Supervisory Board is ongoing and privileged, and that

responses to those Requests at this time would unduly burden and be disruptive of that

investigation, and be premature in that all of the available evidence has not yet been fully

analyzed.


DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
FIRST AMENDED RESPONSES AND OBJECTIONS
TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                                               PAGE 5
       2.      VWGoA further objects to the Requests to the extent that they purport to require

VWGoA to conduct anything beyond a reasonable and diligent search for readily accessible

information from readily accessible sources (including electronic sources) where responsive

information reasonably would be expected to be found. VWGoA also objects to the Requests to

the extent that they purport to require VWGoA to admit or deny facts based on the existence or

absence of information that is not or would not be centrally maintained at VWGoA by, or on

behalf of, persons believed to have significant involvement in the events at issue in the action, or

is not available from VWGoA’s current employees.

       3.      VWGoA objects to the defined terms “You”, “Your”, and “VW” and to any

Definition, Instruction or Request that incorporates those Definitions, on the ground that such

Definitions and any such Definition, Instruction, or Request

               (a)     seek the discovery of information that is in the possession, custody, or

                       control of third parties;

               (b)     are overly broad, unduly burdensome, and call for information that is

                       neither relevant to the claims or defenses of any party to, or the subject

                       matter of, the action, and seek;

               (c)     are not reasonably calculated to lead to the discovery of admissible

                       evidence;

               (d)     fail to distinguish between distinct corporate entities;

               (e)     purport to require VWGoA to discern or inquire about relationships

                       between or among entities that are not affiliated with VWGoA;

               (f)     are vague, ambiguous and confusing; and




DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
FIRST AMENDED RESPONSES AND OBJECTIONS
TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                                                 PAGE 6
       4.     VWGoA objects to the undefined terms “Showing,” “Reflecting,” “Relate,”

“Related,” “Referring to,” “Relating to,” “Identify” and “Documents” and “Records,” and to any

Definition, Instruction or Request that incorporates those terms, on the ground that such terms

and any Definition, Instruction or Request that incorporates them are overly broad, unduly

burdensome, and vague and ambiguous. Further, VWGoA objects to the undefined terms

“representative,” “agent,” “emission control equipment,” “emission testing procedures,” “vehicle

emission testing,” “lowered emissions,” and “actual driving conditions” on the grounds that such

terms and any Definition, Instruction or Request that incorporates them are vague, ambiguous,

unintelligible and without a clear meaning. Subject to and without waiving these Objections, in

responding to the Requests, VWGoA will construe these terms consistently with their usual and

generally accepted meaning of the words and phrases in the English language.

       5.     VWGoA objects to the defined term “Affected Vehicles” and to any Definition,

Instruction or Request that incorporates it. The term erroneously references vehicles that do not

exist or do not have TDI engines. Affected Vehicles should be defined as, and a correct list of

Affected Vehicles should only include, the below vehicles:

       •      2.0L vehicles: VW Jetta (2009-2015); VW Jetta SportWagen (2009-2014); VW

              Beetle (2013-2015); VW Beetle Convertible (2013-2015); Audi A3 (2010-2013

              and 2015); VW Golf (2010-2015); VW Golf SportWagen (2015); and VW Passat

              (2012-2015), and

       •      3.0L vehicles: Volkswagen Touareg (2009-2016); Audi A6 quattro (2014-2016);

              Audi A7 quattro (2014-2016); Audi A8L (2014-2016); Audi Q5 (2014-2016);

              Audi Q7 (2009-2015).




DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
FIRST AMENDED RESPONSES AND OBJECTIONS
TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                                              PAGE 7
WITHHOLDING STATEMENT APPLICABLE TO ANY ASSERTION OF PRIVILEGE

        VWGoA will provide privilege logs to Lead Counsel for the Consumer Plaintiffs in
accordance with the schedule set forth in PTO 16 entered in the Federal MDL Proceeding. To
VWGoA’s knowledge, it is not withholding any other information or material on the basis of
privilege other than the material listed in the logs that will be produced to plaintiffs. However,
due to millions of documents produced or potentially discoverable in this matter, there may be
additional privileged material identified in the due course of litigation that VWGoA will include
in any subsequent privilege logs—if and when identified—in accordance with the schedule set
forth in PTO 16. VWGoA will also comply with all provisions of the Protective Order regarding
identification and protection of Privileged Material as defined in the Protective Order signed in
this case.

               RESPONSES AND OBJECTIONS TO INTERROGATORIES

1.      Please state the following information for each Affected Vehicle sold in the State of
        Texas by you or your agents or representatives:
        The date of sale;
        The VIN of the Affected Vehicle;
        The name and address of the person who sold the Affected Vehicle; and,
        The specific location where the Affected Vehicle was sold.

ANSWER: VWGoA has provided current good-faith estimates of available sales and lease
information for Affected Vehicles in documents produced in the Federal MDL (Bates stamped
VW-MDL2672-00959069 and VW-MDL2672-06547090), to which Plaintiff has access.

        VWGoA objects to and refuses to comply with Interrogatory No. 1 to the extent that it
calls for information not within the possession, custody or control of VWGoA, is overly broad
and unduly burdensome, seeks information that is neither relevant to the claims or defenses of
any party to this matter, is not reasonably calculated to lead to the discovery of admissible
evidence, or calls for the production of personal information relating to VWGoA’s customers.


2.      Please state the following information for each Affected Vehicle offered for sale in
        the State of Texas by you or your agents or representatives:
        The date the Affected Vehicle was first offered for sale;
        The VIN of the Affected Vehicle;
        The name and address of the person who offered the Affected Vehicle for
        sale; and,
        The specific location where the Affected Vehicle was offered for sale.

DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
FIRST AMENDED RESPONSES AND OBJECTIONS
TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                                               PAGE 8
ANSWER: VWGoA has provided current good-faith estimates of available sales and lease
information for Affected Vehicles in documents produced in the Federal MDL (Bates stamped
VW-MDL2672-00959069 and VW-MDL2672-06547090), to which Plaintiff has access.

        VWGoA objects to and refuses to comply with Interrogatory No. 2 to the extent that it
calls for information not within the possession, custody or control of VWGoA, is overly broad
and unduly burdensome, seeks information that is neither relevant to the claims or defenses of
any party to this matter, is not reasonably calculated to lead to the discovery of admissible
evidence, or calls for the production of personal information relating to VWGoA’s customers.


3.     Please state the following information for each Affected Vehicle leased in the State
       of Texas by you or your agents or representatives:
       The date of lease;
       The VIN of the Affected Vehicle;
       The name and address of the person who leased, as lessor, the Affected Vehicle; and,
       The specific location where the Affected Vehicle was leased.

ANSWER: VWGoA has provided current good-faith estimates of available sales and lease
information for Affected Vehicles in documents produced in the Federal MDL (Bates stamped
VW-MDL2672-00959069 and VW-MDL2672-06547090), to which Plaintiff has access.

        VWGoA objects to and refuses to comply with Interrogatory No. 3 to the extent that it
calls for information not within the possession, custody or control of VWGoA, is overly broad
and unduly burdensome, seeks information that is neither relevant to the claims or defenses of
any party to this matter, is not reasonably calculated to lead to the discovery of admissible
evidence, or calls for the production of personal information relating to VWGoA’s customers.


4.     Please state the following information for each Affected Vehicle offered for lease in
       the State of Texas by you or your agents or representatives:
       The date the Affected Vehicle was first offered for lease;
       The VIN of the Affected Vehicle;
       The name and address of the person who offered for lease, as lessor, the Affected
       Vehicle; and,
       The specific location where the Affected Vehicle was offered for lease.

ANSWER: VWGoA has provided current good-faith estimates of available sales and lease
information for Affected Vehicles in documents produced in the Federal MDL (Bates stamped
VW-MDL2672-00959069 and VW-MDL2672-06547090), to which Plaintiff has access.

        VWGoA objects to and refuses to comply with Interrogatory No. 4 to the extent that it
calls for information not within the possession, custody or control of VWGoA, is overly broad
and unduly burdensome, seeks information that is neither relevant to the claims or defenses of
any party to this matter, is not reasonably calculated to lead to the discovery of admissible
evidence, or calls for the production of personal information relating to VWGoA’s customers.

DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
FIRST AMENDED RESPONSES AND OBJECTIONS
TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                                           PAGE 9
5.      Please state the following information for each VW Representative that knew, on or
before September 17, 2015, that the Affected Vehicles were equipped with emission control
equipment that had been designed or modified so that the emission control equipment
resulted in lowered emissions during emission testing procedures when compared to actual
driving conditions. As used in this Interrogatory, VW Representative means (1) any officer,
director, or board member of VW; (2) any officer, director, manager, supervisor, or
engineer of any division or department of VW that was involved in, or responsible for, the
design or modification of emission control equipment for the Affected Vehicles; (3) any
officer, director, manager, supervisor, or engineer of any of the following VW divisions,
departments, groups, or centers: Electronic Research Lab, Design Center California,
Marketing and Strategy Division, Group Quality Division, Test Center California,
Technical Center, Engineering and Environmental Office, and Research and Development;
and (4) any officer, director, manager, supervisor, or engineer of any division, department,
group, or center with responsibility for compliance with environmental laws regarding
emission control equipment on Affected Vehicles.

       A.      The job title, name, and address (work location) of the VW Representative;
       B.      The date on which the VW Representative first became aware that any
               Affected Vehicles were equipped with emission control equipment that had
               been designed or modified so that the emission control equipment resulted in
               lowered emissions during emission testing procedures when compared to
               actual driving conditions; and,
       C.      From where or whom the VW Representative learned that any Affected
               Vehicles were equipped with emission control equipment that had been
               designed or modified so that the emission control equipment resulted in
               lowered emissions during emission testing procedures when compared to
               actual driving conditions.

ANSWER: VWGoA objects to and refuses to comply with Interrogatory No. 5 on the grounds
that it is argumentative, lacks foundation, or incorporates allegations and assertions that are
disputed or erroneous and that it assumes the existence of facts that do not exist or the
occurrence of events that did not take place. VWGoA further objects to the Interrogatory on the
ground that it seeks the discovery of information that is in the possession, custody, or control of
third parties. VWGoA further objects to this Interrogatory as vague, ambiguous and undefined
insofar as it fails to define or explain the phrases “emission control equipment,” “lowered
emissions,” “emission testing procedures,” and “actual driving conditions.” VWGoA further
objects to the Interrogatory on the ground that it is a premature contention interrogatory and
purports to require VWGoA to draw legal conclusions and to provide a response predicated on
legal conclusions or arguments. VWGoA further objects on the ground that the investigation at
VWGoA into the subject matter of this action, which is part of the wider investigation
commissioned by the Supervisory Board of Volkswagen AG, is ongoing and privileged, and that
a response to this Interrogatory at this time would unduly burden and be disruptive of that
investigation, and be premature in that all of the available evidence has not yet been fully
analyzed. Finally, VWGoA also objects to the extent the Interrogatory seeks information that is
protected from disclosure by the attorney-client privilege, the attorney work-product doctrine or
any other applicable privilege or immunity.

DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
FIRST AMENDED RESPONSES AND OBJECTIONS
TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                                               PAGE 10
6.      Please explain how the design or modification of the emission control equipment on
the Affected Vehicles lowered emissions from the Affected Vehicles during vehicle emission
testing when compared to actual driving conditions.

ANSWER: VWGoA refers to and incorporates by reference certain of its preliminary responses
to Requests for Information from the EPA pursuant to section 208 of the federal Clean Air Act
(the “208 Requests”), which will be made available to Plaintiff.

        VWGoA objects to and otherwise refuses to comply with Interrogatory No. 6 to the
extent that it seeks expert opinion and testimony or material protected by the attorney-work-
product doctrine. VWGoA further objects to this Interrogatory to the extent it seeks information
that is not in VWGoA’s possession, custody or control. VWGoA further objects on the ground
that the investigation at VWGoA into the subject matter of this action, which is part of the wider
investigation commissioned by the Supervisory Board of Volkswagen AG, is ongoing and
privileged, and that a response to this Interrogatory at this time would unduly burden and be
disruptive of that investigation, and be premature in that all of the available evidence has not yet
been fully analyzed. VWGoA further objects to this Interrogatory as vague, ambiguous and
undefined insofar as it fails to define or explain the phrases “emission control equipment,”
“lowered emissions,” “vehicle emission testing,” and “actual driving conditions.”


       7.     For each of the Affected Vehicles, please state by how much the amount of
NOx emitted during vehicle emission testing varied from the amount of NOx emitted
during actual driving conditions. Please respond for each model and year of Affected
Vehicles (rather than for each individual Affected Vehicle). If you contend that the amount
varied depending on differences in actual driving conditions, please explain the range and
circumstances of the variation.

ANSWER: VWGoA refers to and incorporates by reference certain of its preliminary responses
to the 208 Requests, which will be made available to Plaintiff.

         VWGoA objects to Interrogatory No. 7 to the extent that it seeks expert opinion and
testimony or material protected by the attorney-work-product doctrine. VWGoA further objects
to this Interrogatory as vague, ambiguous and undefined insofar as it fails to define or explain the
phrases “vehicle emission testing,” and “actual driving conditions.”


8.     Were the Affected Vehicles equipped with emission control equipment that had
been designed or modified so that the emission control equipment resulted in lowered
emissions during emission testing procedures when compared to actual driving conditions?

ANSWER: VWGoA states that the software algorithm installed in the Affected Vehicles can
identify when behavior similar to that experienced when a testing procedure is underway and that
software algorithms may affect emissions.



DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
FIRST AMENDED RESPONSES AND OBJECTIONS
TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                                                PAGE 11
        VWGoA objects to and otherwise refuses to comply with Interrogatory No. 6 to the
extent it seeks information that is not in VWGoA’s possession, custody or control. VWGoA
further objects to this Interrogatory to the extent it purports to expand the definitions set forth in
40 C.F.R. § 1803-01. VWGoA further objects on the ground that the investigation at VWGoA
into the subject matter of this action, which is part of the wider investigation commissioned by
the Supervisory Board of Volkswagen AG, is ongoing and privileged, and that a response to this
Interrogatory at this time would unduly burden and be disruptive of that investigation, and be
premature in that all of the available evidence has not yet been fully analyzed. VWGoA further
objects to this Interrogatory as vague, ambiguous and undefined insofar as it fails to define or
explain the phrases “emission control equipment,” “lowered emissions,” “emission testing
procedures,” and “actual driving conditions.”


       9.     Please explain why emission control equipment that had been designed or
modified so that the emission control equipment resulted in lowered emissions during
emission testing procedures when compared to actual driving conditions was installed in
the Affected Vehicles?

ANSWER: VWGoA refers Plaintiff to its responses to Interrogatory Nos. 5 and 6.


10.    Please provide the following information for each person known to you to have been
terminated or disciplined (or who resigned or retired in lieu of termination or discipline) as
a result of the design or use in Affected Vehicles of emission control equipment that had
been designed or altered so that the emission control equipment resulted in lowered
emissions during emission testing procedures when compared to actual driving conditions.

       A.      The name, job title, and former employer of the person.
       B.      Describe the person’s involvement in the design or use in Affected Vehicles of
               emission control equipment that had been designed or modified so that the
               emission control equipment resulted in lowered emissions during emission
               testing procedures when compared to actual driving conditions.

ANSWER: No VWGoA employee has been terminated or disciplined as a result of the
allegations directed to the Affected Vehicles’ emission-control equipment. Mr. Michael Horn,
the former CEO of VWGoA, has left the employ of VWGoA.

        VWGoA otherwise objects to Interrogatory No. 10 on the grounds that it is
argumentative, lacks foundation, or incorporates allegations and assertions that are disputed or
erroneous and that it assumes the existence of facts that do not exist or the occurrence of events
that did not take place. VWGoA also objects to the Interrogatory on the ground that it seeks the
discovery of information that is in the possession, custody, or control of third parties. VWGoA
further objects to the Interrogatory on the ground that it is a premature contention interrogatory
and purports to require VWGoA to draw legal conclusions and to provide a response predicated
on legal conclusions or arguments. VWGoA also further objects on the ground that the
investigation at VWGoA into the subject matter of this action, which is part of the wider

DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
FIRST AMENDED RESPONSES AND OBJECTIONS
TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                                                  PAGE 12
investigation commissioned by the Supervisory Board of Volkswagen AG, is ongoing and
privileged, and that a response to this Interrogatory at this time would unduly burden and be
disruptive of that investigation, and be premature in that all of the available evidence has not yet
been fully analyzed. VWGoA further objects to the extent the Interrogatory seeks information
that is protected from disclosure by the attorney-client privilege, the attorney-work-product
doctrine or any other applicable privilege or immunity. VWGoA further objects to this to the
extent the Interrogatory purports to require the VW Entities to speculate as to the mental state of
individuals or seeks information that is not in the possession, custody or control of the VW
Entities. VWGoA further objects on the ground that the Interrogatory calls for the production of
personal and private information relating to VWGoA’s employees. Finally, VWGoA further
objects to this Interrogatory as vague, ambiguous and undefined insofar as it fails to define or
explain the phrases “emission control equipment,” “lowered emissions,” “emission testing
procedures,” and “actual driving conditions.”

       VWGoA will supplement, correct, clarify, amend or modify its Response to Interrogatory
No. 10 to any portion of the Request that is not objectionable as additional information becomes
available.


        11.    Please state the amount of gross profit you made from the sale, or offering
for sale, and lease, or offering for lease, in the State of Texas of any Affected Vehicle with a
2.0 liter TDI engine. In your response, please state the gross profit according to Generally
Accepted Accounting Principles developed and established by the Financial Accounting
Foundation’s standard-setting Boards, the Financial Accounting Standards Board and the
Governmental Accounting Standards Board, or an alternative generally accepted
accounting methodology recognized by the international financial community for the
public reporting of financial information.

ANSWER: VWGoA states that this information is not specifically maintained for vehicles sold
in the state of Texas.

        VWGoA Interrogatory No. 11 and refuses to comply with this Request on the grounds
because it is overly broad, unduly burdensome, because it imposes a burden or expense on the
VW Entities that outweighs its likely benefit. VWGoA further objects to this Interrogatory on the
ground that it calls for an expert opinion and calls for a legal conclusion. VWGoA further objects
to this Interrogatory to the extent it seeks information that is neither relevant to the claims or
defenses of any party to this matter nor reasonably calculated to lead to the discovery of
admissible evidence. VWGoA further objects to this Interrogatory to the extent that it could be
construed to require the VW Entities to seek information that is in the possession, custody or
control of third persons or entities unaffiliated with the VW Entities. The VW Entities further
object to this Interrogatory on the grounds that it calls for the production of information or
documents that reflect trade secrets or other information that is confidential, proprietary,
commercially sensitive or competitively significant, or information that is subject to other
protective orders, non-disclosure agreements or other confidentiality undertakings.



DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
FIRST AMENDED RESPONSES AND OBJECTIONS
TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                                                PAGE 13
12.    Please state the amount of gross profit you made from the sale, or offering for sale,
and lease, or offering for lease, in the State of Texas of any Affected Vehicle with a 3.0 liter
TDI engine. In your response, please state the gross profit according to Generally Accepted
Accounting Principles developed and established by the Financial Accounting Foundation’s
standard-setting Boards, the Financial Accounting Standards Board and the Governmental
Accounting Standards Board, or an alternative generally accepted accounting methodology
recognized by the international financial community for the public reporting of financial
information.

ANSWER: VWGoA states that this information is not specifically maintained for vehicles sold
in the state of Texas.

        VWGoA objects to Interrogatory No. 12 on the grounds that it is overly broad, unduly
burdensome, because it imposes a burden or expense on the VW Entities that outweighs its likely
benefit, taking into account the needs of the case, the amount in controversy, the parties’
resources, the importance of the issues at stake in the litigation, and the importance of the
proposed discovery in resolving the issues. VWGoA further objects to this Interrogatory on the
ground that it calls for an expert opinion and calls for a legal conclusion. VWGoA further objects
to this Interrogatory to the extent it seeks information that is neither relevant to the claims or
defenses of any party to this matter nor reasonably calculated to lead to the discovery of
admissible evidence. VWGoA further objects to this Interrogatory to the extent that it could be
construed to require the VW Entities to seek information that is in the possession, custody or
control of third persons or entities unaffiliated with the VW Entities. The VW Entities further
object to this Interrogatory on the grounds that it calls for the production of information or
documents that reflect trade secrets or other information that is confidential, proprietary,
commercially sensitive or competitively significant, or information that is subject to other
protective orders, non-disclosure agreements or other confidentiality undertakings.


13.    In accordance with Rule 197.1, please state the legal theories and describe in general
the factual bases for your defense that Plaintiff’s claims should be dismissed because they
are preempted and barred by the Federal Clean Air Act.

ANSWER: VWGoA asserts that the Plaintiff’s case should be dismissed or abated due to
preemption by the federal Clean Air Act or by virtue of primary jurisdiction of the EPA.
VWGoA will state in detail and provide factual support for its legal argument when it moves the
Court to have the Plaintiff’s case dismissed or abated at the appropriate time in accordance with
the Texas Rules of Civil Procedure and the Scheduling Order or any other order of the Court.


14.    In accordance with Rule 197.1, please state the legal theories and describe in general
the factual bases for your defense that Plaintiff’s claims should be dismissed or abated by
virtue of primary jurisdiction of the United States Environmental Protection Agency.

ANSWER: VWGoA asserts that the Plaintiff’s case should be dismissed or abated due to
preemption by the federal Clean Air Act or by virtue of primary jurisdiction of the EPA.

DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
FIRST AMENDED RESPONSES AND OBJECTIONS
TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                                              PAGE 14
VWGoA will state in detail and provide factual support for its legal argument when it moves the
Court to have the Plaintiff’s case dismissed or abated at the appropriate time in accordance with
the Texas Rules of Civil Procedure and the Scheduling Order or any other order of the Court.




DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
FIRST AMENDED RESPONSES AND OBJECTIONS
TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                                             PAGE 15
                               CAUSE NO. D-1-GN-16-000370

IN RE VOLKSWAGEN CLEAN DIESEL                    §            IN THE DISTRICT COURT
LITIGATION: TCAA ENFORCEMENT                     §
CASES                                            §
                                                 §
THE STATE OF TEXAS,                              §
                                                 §
      Plaintiff,                                 §
                                                 §
AND                                              §
                                                 §
TRAVIS COUNTY, TEXAS                             §
                                                 §
      Plaintiff Intervenor                       §
                                                 §
v.                                               §            TRAVIS COUNTY, TEXAS
                                                 §
VOLKSWAGEN GROUP OF AMERICA,                     §
INC.; AUDI OF AMERICA, LLC                       §
                                                 §
       Defendants.                               §
                                                 §
TRAVIS COUNTY, TEXAS (TRAVIS                     §
COUNTY CAUSE NUMBER D-1-GN-15-                   §
004513)                                          §             353rd JUDICIAL DISTRICT

  DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S FIRST AMENDED
 RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS

       COMES NOW, Defendant Volkswagen Group of America, Inc. (“VWGoA”) serves the

following Amended Responses and Objections to Plaintiff’s Requests for Admissions pursuant

to Rule 198 of the Texas Rules of Civil Procedure.




DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S FIRST AMENDED
RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS                    PAGE 1
                                    Respectfully submitted,



                                    /s/ C. Vernon Hartline, Jr.
                                    C. VERNON HARTLINE, JR.
                                    State Bar No. 09159500
                                    hartline@flash.net

                                    HARTLINE DACUS BARGER DREYER LLP
                                    8750 N. Central Expressway, Suite 1600
                                    Dallas, Texas 75231
                                    214-369-2100
                                    214-369-2118 fax

                                    And

                                    DARRELL L. BARGER
                                    State Bar No. 01733800
                                    dbarger@hdbdlaw.com

                                    HARTLINE DACUS BARGER DREYER LLP
                                    1980 Post Oak Boulevard, Suite 1800
                                    Houston, Texas 77056
                                    713-759-1990
                                    713-652-2419 fax

                                    And

                                    RICHARD W. CREWS, JR.
                                    State Bar No. 05075500
                                    rcrews@hdbdlaw.com

                                    HARTLINE DACUS BARGER DREYER LLP
                                    800 North Shoreline Blvd, Suite 2000, North Tower
                                    Corpus Christi, TX 78401
                                    361-866-8000
                                    361-866-8039 fax

                                    And

                                    JEFFREY L. CHASE
                                    NY State Bar No. 1002203
                                    jchase@herzfeld-rubin.com
                                    (pro hac vice motion to be filed)



DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S FIRST AMENDED
RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS               PAGE 2
                                          MICHAEL B. GALLUB
                                          NY State Bar No. 2141851
                                          mgallub@herzfeld-rubin.com
                                          (pro hac vice motion to be filed)

                                          HERZFELD & RUBIN, P.C.
                                          125 Broad Street
                                          New York, New York 10004
                                          212-471-8459
                                          212-344-3333 fax

                                          And

                                          ROBERT J. GIUFFRA, JR.
                                          New York State Bar 2309177
                                          giuffrar@sullcrom.com
                                          SHARON L. NELLES
                                          New York State Bar 2613073
                                          nelless@sullcrom.com
                                          WILLIAM B. MONAHAN
                                          New York State Bar 4229027
                                          monahanw@sullcrom.com

                                          SULLIVAN & CROMWELL LLP
                                          125 Broad Street
                                          New York, New York 10004
                                          212-558-4000
                                          Fax: 212-558-3588

                                    ATTORNEYS FOR DEFENDANTS VOLKSWAGEN
                                    GROUP OF AMERICA, INC., AUDI OF AMERICA,
                                    LLC AND VOLKSWAGEN GROUP OF AMERICA
                                    CHATTANOOGA OPERATIONS, LLC

                              CERTIFICATE OF SERVICE

       I hereby certify that a true and correct copy of the foregoing document was served by
email in compliance with the Texas Rules of Civil Procedure on September 19, 2016 on the
following counsel of record.

Via E-mail Patrick.Sweeten@texasattorneygeneral.gov
Patrick Sweeten
Office of the Attorney General
Consumer Protection Division
P.O. Box 12548
Austin, TX 78711


DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S FIRST AMENDED
RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS                      PAGE 3
Via E-mail craigpatrick@att.net
Craig M. Patrick
6244 E. Lovers Lane
Dallas, Texas 75214

Via E-mail rmithoff@mithofflaw.com
Richard Mithoff
One Allen Ctr. - Penthouse
500 Dallas St.
Houston, TX 77002

Via E-mail Darren.McCarty@alston.com
Darren L. McCarty
Alston & Bird LLP
2828 North Harwood Street, Suite 1800
Dallas, Texas 75201

Via E-mail brett.solberg@dlapiper.com
Brett Solberg
William Kiniry, Jr
DLA Piper LLP (US)
1000 Louisiana Street, Suite 2800
Houston, Texas 77002

Via E-mail mwalters@jw.com
Mark Lewis Walters
Jackson Walker LLP
100 Congress Ave., Suite 1100
Austin, TX 78701



                                        /s/ C. Vernon Hartline, Jr.
                                        C. VERNON HARTLINE, JR.




DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S FIRST AMENDED
RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS       PAGE 4
                                PRELIMINARY STATEMENT

       The responses to the Requests for Admission (“Requests”) are made with specific regard

to the laws of the State of Texas, the Texas Rules of Civil Procedure and the specific facts of this

case and are not applicable to other cases, facts or circumstances or the rules and laws of any

other state or jurisdiction concerning discovery or theories of causes of action.

       Counsel for VWGoA has drafted these responses based upon the current state of

VWGoA’s knowledge and/or information regarding the information Plaintiff has requested.

VWGoA’s discovery, investigation, and analysis of this matter are continuing.

       VWGoA is available to meet and confer with respect to these Responses, should counsel

for Plaintiff wish to do so.

                     OBJECTIONS APPLICABLE TO ALL REQUESTS

       1.      VWGoA objects to the Requests insofar as investigation concerning the subject

matter of the Requests, including the independent investigation commissioned by the

Supervisory Board of Volkswagen AG, the parent company of VWGoA, is ongoing. In light of

the ongoing investigation, VWGoA states that information known or readily available may be

insufficient to enable VWGoA to fully respond to the Requests at this time. Accordingly,

VWGoA reserves the right to amend, supplement, revise, clarify or correct the responses set

forth below once the investigation commissioned by the Supervisory Board has concluded. In

addition, VWGoA interposes below objections to some Requests on the ground that the

investigation commissioned by the Supervisory Board is ongoing, and that responses to those

Requests at this time would unduly burden and be disruptive of that investigation, and be

premature in that all of the available evidence has not yet been fully analyzed.

       2.      VWGoA further objects to the Requests to the extent that they purport to require



DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S FIRST AMENDED
RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS                             PAGE 5
VWGoA to conduct anything beyond a reasonable and diligent search for readily accessible

information from readily accessible sources (including electronic sources) where responsive

information reasonably would be expected to be found. VWGoA also objects to the Requests to

the extent that they purport to require VWGoA to admit or deny facts based on the existence or

absence of information that is not or would not be centrally maintained at VWGoA by, or on

behalf of, persons believed to have significant involvement in the events at issue in the action, or

is not available from VWGoA’s current employees.

       3.      VWGoA objects to the defined terms “You”, “Your”, and “VW” and to any

Definition, Instruction or Request that incorporates those Definitions, on the ground that such

Definitions and any such Definition, Instruction, or Request

               (a)     seek the discovery of information that is in the possession, custody, or

                       control of third parties;

               (b)     are overly broad, unduly burdensome, and call for information that is

                       neither relevant to the claims or defenses of any party to, or the subject

                       matter of, the action, and seek;

               (c)     are not reasonably calculated to lead to the discovery of admissible

                       evidence;

               (d)     fail to distinguish between distinct corporate entities;

               (e)     purport to require VWGoA to discern or inquire about relationships

                       between or among entities that are not affiliated with VWGoA;

               (f)     are vague, ambiguous and confusing; and

       4.      VWGoA objects to the undefined terms “Showing,” “Reflecting,” “Relate,”

“Related,” “Referring to,” “Relating to,” “Identify” and “Documents” and “Records,” and to any



DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S FIRST AMENDED
RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS                             PAGE 6
Definition, Instruction or Request that incorporates those terms, on the ground that such terms

and any Definition, Instruction or Request that incorporates them are overly broad, unduly

burdensome, and vague and ambiguous. Further, VWGoA objects to the undefined terms

“representative,” “agent,” “emission control equipment,” “emission testing procedures,” “vehicle

emission testing,” “lowered emissions,” and “actual driving conditions” on the grounds that such

terms and any Definition, Instruction or Request that incorporates them are vague, ambiguous,

unintelligible and without a clear meaning. Subject to and without waiving these Objections, in

responding to the Requests, VWGoA will construe these terms consistently with their usual and

generally accepted meaning of the words and phrases in the English language.

       5.     VWGoA objects to the defined term “Affected Vehicles” and to any Definition,

Instruction or Request that incorporates it. The term erroneously references vehicles that do not

exist or do not have TDI engines. Affected Vehicles should be defined as, and a correct list of

Affected Vehicles should only include, the below vehicles:

       •      2.0L vehicles: VW Jetta (2009-2015); VW Jetta SportWagen (2009-2014); VW

              Beetle (2013-2015); VW Beetle Convertible (2013-2015); Audi A3 (2010-2013

              and 2015); VW Golf (2010-2015); VW Golf SportWagen (2015); and VW Passat

              (2012-2015), and

       •      3.0L vehicles: Volkswagen Touareg (2009-2016); Audi A6 quattro (2014-2016);

              Audi A7 quattro (2014-2016); Audi A8L (2014-2016); Audi Q5 (2014-2016);

              Audi Q7 (2009-2015).




DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S FIRST AMENDED
RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS                          PAGE 7
         RESPONSES AND OBJECTIONS TO REQUESTS FOR ADMISSIONS

1.     You equipped the Affected Vehicles with 2.0 Liter TDI engines with emission
control equipment that had been designed or modified so that the emission control
equipment resulted in lowered emissions during emission testing procedures when
compared to actual driving conditions.

RESPONSE:

         VWGoA objects to Request for Admission No. 1 on the grounds that it is argumentative,
lacks foundation, or incorporates allegations and assertions that are disputed or erroneous and
that it assumes the existence of facts that do not exist or the occurrence of events that did not
take place. VWGoA further objects on the ground that the investigation at VWGoA into the
subject matter of this action, which is part of the wider investigation commissioned by the
Supervisory Board of Volkswagen AG, is ongoing, and that a response to this Interrogatory at
this time would unduly burden and be disruptive of that investigation, and be premature in that
all of the available evidence has not yet been fully analyzed. VWGoA further objects to this
Request as vague, ambiguous and undefined insofar as it fails to define or explain the phrases
“emission control equipment,” “lowered emissions,” and “actual driving conditions.” VWGoA
further objects to this Request to the extent it purports to expand the definitions set forth in
40 C.F.R. § 1803-01.


2.     Your equipping the Affected Vehicles with 2.0 Liter TDI engines with emission
control equipment that had been designed or modified so that the emission control
equipment resulted in lowered emissions during emission testing procedures when
compared to actual driving conditions was an intentional decision made by you.

RESPONSE:

         VWGoA objects to Request for Admission No. 2 on the grounds that it is argumentative,
lacks foundation, or incorporates allegations and assertions that are disputed or erroneous and
that it assumes the existence of facts that do not exist or the occurrence of events that did not
take place. VWGoA further objects on the ground that the investigation at VWGoA into the
subject matter of this action, which is part of the wider investigation commissioned by the
Supervisory Board of Volkswagen AG, is ongoing, and that a response to this Interrogatory at
this time would unduly burden and be disruptive of that investigation, and be premature in that
all of the available evidence has not yet been fully analyzed. VWGoA further objects to this
Request as vague, ambiguous and undefined insofar as it fails to define or explain the phrases
“lowered emissions,” and “actual driving conditions.” VWGoA further objects to this Request to
the extent it purports to expand the definitions set forth in 40 C.F.R. § 1803 01.


3.     You equipped the Affected Vehicles with 3.0 Liter TDI engines with emission
control equipment that had been designed or modified so that the emission control
equipment resulted in lowered emissions during emission testing procedures when


DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S FIRST AMENDED
RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS                          PAGE 8
compared to actual driving conditions.

RESPONSE:

         VWGoA objects to Request for Admission No. 3 on the grounds that it is argumentative,
lacks foundation, or incorporates allegations and assertions that are disputed or erroneous and
that it assumes the existence of facts that do not exist or the occurrence of events that did not
take place. VWGoA further objects on the ground that the investigation at VWGoA into the
subject matter of this action, which is part of the wider investigation commissioned by the
Supervisory Board of Volkswagen AG, is ongoing, and that a response to this Interrogatory at
this time would unduly burden and be disruptive of that investigation, and be premature in that
all of the available evidence has not yet been fully analyzed. VWGoA further objects to this
Request as vague, ambiguous and undefined insofar as it fails to define or explain the phrases
“lowered emissions,” and “actual driving conditions.” VWGoA further objects to this Request to
the extent it purports to expand the definitions set forth in 40 C.F.R. § 1803 01.


4.     Your equipping the Affected Vehicles with 3.0 Liter TDI engines with emission
control equipment that had been designed or modified so that the emission control
equipment resulted in lowered emissions during emission testing procedures when
compared to actual driving conditions was an intentional decision made by you.

RESPONSE:

         VWGoA objects to Request for Admission No. 4 on the grounds that it is argumentative,
lacks foundation, or incorporates allegations and assertions that are disputed or erroneous and
that it assumes the existence of facts that do not exist or the occurrence of events that did not
take place. VWGoA further objects on the ground that the investigation at VWGoA into the
subject matter of this action, which is part of the wider investigation commissioned by the
Supervisory Board of Volkswagen AG, is ongoing, and that a response to this Interrogatory at
this time would unduly burden and be disruptive of that investigation, and be premature in that
all of the available evidence has not yet been fully analyzed. VWGoA further objects to the
extent that the Request purports to require VWGoA to draw legal conclusions. VWGoA further
objects to this Request as vague, ambiguous and undefined insofar as it fails to define or explain
the phrases “lowered emissions,” and “actual driving conditions.” VWGoA further objects to this
Request to the extent it purports to expand the definitions set forth in 40 C.F.R. § 1803 01.


5.     The Affected Vehicles with 2.0 Liter TDI engines were equipped with emission
control equipment that had been designed or modified so that the emission control
equipment resulted in lowered emissions during emission testing procedures when
compared to actual driving conditions.

RESPONSE:

       VWGoA objects to Request for Admission No. 5 on the ground that it would require


DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S FIRST AMENDED
RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS                           PAGE 9
VWGoA to admit or deny based on information that is in the possession, custody, or control of
third parties. VWGoA further objects to the extent that the Request purports to require VWGoA
to draw legal conclusions. VWGoA further objects to this Request as vague, ambiguous and
undefined insofar as it fails to define or explain the phrases “emission control equipment,”
“lowered emissions,” and “actual driving conditions.” VWGoA further objects to this Request to
the extent it purports to expand the definitions set forth in 40 C.F.R. § 1803 01.


6.     The Affected Vehicles with 3.0 Liter TDI engines were equipped with emission
control equipment that had been designed or modified so that the emission control
equipment resulted in lowered emissions during emission testing procedures when
compared to actual driving conditions.

RESPONSE:

        VWGoA objects to Request for Admission No. 6 on the ground that it would require
VWGoA to admit or deny based on information that is in the possession, custody, or control of
third parties. VWGoA further objects to the extent that the Request purports to require VWGoA
to draw legal conclusions. VWGoA further objects to this Request as vague, ambiguous and
undefined insofar as it fails to define or explain the phrases “emission control equipment,”
“lowered emissions,” and “actual driving conditions.” VWGoA further objects to this Request to
the extent it purports to expand the definitions set forth in 40 C.F.R. § 1803 01. Finally, VWGoA
also objects to the extent the Interrogatory seeks information that is protected from disclosure by
the attorney-client privilege, the work-product doctrine or any other applicable privilege or
immunity.


7.     You sold in the State of Texas Affected Vehicles with 2.0 Liter TDI engines.

RESPONSE: VWGoA admits this Request to the extent it sold Affected Vehicles solely to
authorized VW and Audi dealerships in the State of Texas.


8.     You sold in the State of Texas Affected Vehicles with 3.0 Liter TDI engines.

RESPONSE: VWGoA admits this Request to the extent it sold Affected Vehicles solely to
authorized VW and Audi dealerships in the State of Texas.


9.     You offered for sale in the State of Texas Affected Vehicles with 2.0 Liter TDI
engines.

RESPONSE: VWGoA admits this Request to the extent it offered for sale Affected Vehicles
solely to authorized VW and Audi dealerships in the State of Texas.




DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S FIRST AMENDED
RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS                           PAGE 10
10.    You offered for sale in the State of Texas Affected Vehicles with 3.0 Liter TDI
engines.

RESPONSE: VWGoA admits this Request to the extent it offered for sale Affected Vehicles
solely to authorized VW and Audi dealerships in the State of Texas.


11.    You leased in the State of Texas Affected Vehicles with 2.0 Liter TDI engines.

RESPONSE: VWGoA denies this Request.


12.    You leased in the State of Texas Affected Vehicles with 3.0 Liter TDI engines.

RESPONSE: VWGoA denies this Request.


13.    You offered for lease in the State of Texas Affected Vehicles with 2.0 Liter TDI
engines.

RESPONSE: VWGoA denies this Request.


14.    You offered for lease in the State of Texas Affected Vehicles with 3.0 Liter TDI
engines.

RESPONSE: VWGoA denies this Request.


15.    As of June 3, 2016 you have not disabled or removed emission control equipment
from the Affected Vehicles with 2.0 Liter TDI engines that was designed or modified so that
the emission control equipment resulted in lowered emissions during emission testing
procedures when compared to actual driving conditions when operated on Texas streets,
roads, and/or highways.

RESPONSE:

      VWGoA objects to Request for Admission No. 15 on the grounds that it is vague,
ambiguous and undefined insofar as it fails to define or explain the phrases “emission control
equipment,” “lowered emissions,” “actual driving conditions,” “disabled” and “removed.”


16.    As of June 3, 2016, you have not disabled or removed emission control equipment
from the Affected Vehicles with 3.0 Liter TDI engines that was designed or modified so that
the emission control equipment resulted in lowered emissions during emission testing
procedures when compared to actual driving conditions when operated on Texas streets,


DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S FIRST AMENDED
RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS                      PAGE 11
roads, and/or highways.

RESPONSE:

       VWGoA objects to Request for Admission No. 16 on the grounds that it is vague,
ambiguous and undefined insofar as it fails to define or explain the phrases “lowered emissions,”
and “actual driving conditions.”




DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S FIRST AMENDED
RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS                         PAGE 12
EXHIBIT E
September 21, 2016
Via email
Mr. C. Vernon Hartline, Jr.
Hartline Dacus Barger Dreyer LLP
8750 N. Central Expy., Ste. 1600
Dallas, Texas 75231
Re:      In Re Volkswagen Clean Diesel Litigation: TCAA Enforcement Cases, Cause
         No. D-1-GN-16-000370, pending in the 353rd District Court of Travis County,
         Texas
Dear Mr. Hartline:
I have had the opportunity to review your First Amended Responses to the State’s
First Set of Interrogatories and Requests for Admissions. VWGoA’s responses are still
inadequate.
The State suggests that we meet and confer at your earliest available date and, to
that end, would propose a meeting on Monday, September 26th at 2 p.m., or another
mutually agreeable date.
The State will be prepared to address your responses in detail when we meet.
However, there are several issues that we encourage you to review in advance of our
meeting:
      1. Privilege--Tex. R. Civ. P. 193.2(f) notes that parties should not object to
         written discovery on the basis of privilege, but instead must comply with Rule
         193.3 by stating in the response (or an amended or supplemental response) or
         in a separate document—that:
                       (1) information or material responsive to the request has been
                       withheld,
                       (2) the request to which the information or material relates, and
                       (3) the privilege or privileges asserted.

         VWGoA’s asserts objections to Interrogatories 5, 6, 7, and 10, on the basis that
         these interrogatories “seek information that is protected from disclosure by the
         attorney-client privilege, the attorney-work-product doctrine or any other
         applicable privilege or immunity.” Response at p.17. The State requests a

          P os t Of fic e B ox 12548 , Aust in, Texa s 7 8 7 1 1 - 2 5 4 8 • ( 5 1 2 ) 4 6 3 - 2 1 0 0 • www. t exa satt or n eygen era l. gov
Mr. C. Vernon Hartline                                                       Page 2 of 3


      description of any materials being withheld, and specificity as to which
      privileges you allege are applicable, in accordance with Tex. R. Civ. P. 193.3.

   2. VWGoA’s Responses to Interrogatories 1-4—VWGoA objects to
      Interrogatories 1-4 on the grounds that the requests are overly broad, unduly
      burdensome, and seek information not calculated to lead to the discovery of
      admissible evidence. Those interrogatories seek basic identifying information
      about the vehicles your client offered for sale, sold and leased in the state. The
      requested information is undoubtedly within the possession and control of your
      client, highly relevant, and discoverable. Please amend your answers and
      provide the requested information.
   3. VWGoA’s Responses to Interrogatories 6 and 7—VWGoA’s responses to
      Interrogatories 6 and 7 are incomplete. Those responses fail to provide the
      requested information, and instead, incorporate by reference materials not
      provided in your response. Please provide a complete response.
   4. VWGoA’s Responses to Interrogatories 13 and 14—Tex. R. Civ. P. 197.1
      requires a party to provide information about specific factual or legal
      assertions when asked in an interrogatory. VWGoA’s responses offer only to
      “state in detail and provide factual support for its legal argument when it
      moves the Court” to have its motion heard. VWGoA’s answer is non-responsive
      and incomplete. A promise to respond to an interrogatory at an undefined
      future date is insufficient and fails to comply with the rules.
   5. Verification—Tex. R. Civ. P. 197.2(d) requires parties to sign and verify
      responses to interrogatories. VWGoA has not verified its responses, stating
      that the responses are “based upon the current state of VWGoA’s knowledge.”
      We request that you remedy this deficiency.
   6. VWGoA’s Response to Requests for Admission 1-6—Several of VWGoA’s
      responses contain non-sequitur objections that the Requests “expand” 40
      C.F.R. § 1803-01, a regulation that is not related to the Request or any
      Definition in the Request. We request that these objections be removed.
   7. Objections Based on Internal Investigation—VWGoA objects generally
      and in several responses on the basis of an ongoing internal “investigation
      commissioned by the Supervisory Board of Volkswagen AG.” This objection is
      invalid. Thus we request that you withdraw all such objections.

   8. Future objections--It appears VWGoA continues to seek to reserve the right
      to lodge additional “future objections”, and to that end, continues to assert a
      number of non-specific objections. Tex. R. Civ. P. 193.2(e) provides that “[a]n
      objection that is not made within the time required, or that is obscured by
      numerous unfounded objections, is waived unless the court excuses the
Mr. C. Vernon Hartline                                                     Page 3 of 3


      waiver for good cause shown.” Your answers are inconsistent with TRCP
      193.2(e). Thus we request that you amend your answers.
Please note again that this is not an exhaustive list, but merely a list of issues we
encourage you to consider prior to our meeting. When we meet, the State will address
more particularized issues with regard to each of the discovery requests, and
responses, at issue.
I look forward to your response and an opportunity to meet to discuss VWGoA’s
Responses to the State’s discovery requests.
Should you wish to discuss this matter, please do not hesitate to contact me.


                                       Sincerely,
                                       /s/Patrick K. Sweeten
                                       Patrick K. Sweeten
                                       Senior Counsel for Civil Litigation
                                       Office of the Texas Attorney General
                                       Patrick.Sweeten@texasattorneygeneral.gov
                                       Telephone: (512) 463-4139
                                       Facsimile: (512) 936-0545
EXHIBIT F
                                                                                           C. VERNON HARTLINE, JR.
                                                                                                vhartline@hdbdlaw.com
                                                                                               direct dial: 214-346-3700
                                                                                                direct fax: 214-267-4200




                                          September 28, 2016


Via E-mail Patrick.Sweeten@texasattorneygeneral.gov
Patrick K. Sweeten
Senior Counsel for Civil Litigation
Office of the Attorney General
Environmental Protection Division
P.O. Box 12548 (MC-066)
Austin, Texas 78711-2548

       Re:    IN RE VOLKSWAGEN CLEAN DIESEL LITIGATION

Dear Mr. Sweeten:

      Allow this letter to respond to concerns stated in your September 21, 2016 letter and
September 25, 2016 email correspondence.

Interrogatories 1-4: VWGoA stands on its objections, but has provided the State access to
information produced in the Federal MDL proceeding as to the unobjectionable portion of the
Requests. The State should review the cited documents before any further discussion of these
Requests.

Interrogatories 6 and 7: The rules permit production of documents in lieu of an answer. TRCP
197.2(c). VWGoA is compiling the 208 documents cited in its response and will provide them to
the State. The State should review those documents before any further discussion of these
Requests.

Interrogatories 13 and 14: VWGoA’s position is that your claims are preempted by the express
preemption provision of section 209(a) of the Federal Clean Air Act.

Ongoing Investigation and Privilege: The investigation commissioned by the Supervisory
Board of Volkswagen AG in anticipation of litigation is ongoing. The Requests that VWGoA
has objected to on the basis of privilege are protected by the attorney-client and work product
privileges. See, e.g., TRCP 192.5(a)(1)-(2), (b)(1)-(2). We provided a withholding statement for
all Requests VWGoA objected to on the basis of privilege that discusses how privilege logs are
being disseminated on a rolling basis in tandem with the federal MDL given the millions of


                                         Dallas • Corpus Christi • Houston
                           8750 N. Central Expressway • Suite 1600 • Dallas, Texas 75231
                       Telephone 214.369.2100 • Facsimile 214.369.2118 • www.hdbdlaw.com
HARTLINE DACUS BARGER DREYER LLP

Patrick K. Sweeten
September 28, 2016
Page 2


documents produced. Withholding statements specific to each request are not just unduly
burdensome, but impossible.

VWGoA’s Involvement: Many of the State’s discovery Requests assume a false premise, i.e.,
VWGoA designed the subject vehicles, which it did not. This makes any response to those
questions misleading. Further, many of the State’s Requests treat the allegations in your petition
as established fact, including the extent of VWGoA’s knowledge of any wrongdoing (which
VWGoA denies). Any response to these Requests as phrased would be misleading.

Verification: We will send to you in a separate cover.

Future Objections: VWGoA agrees to remove the language regarding future objections, but
VWGoA is not waiving any right it may have to assert an objection under the Texas Rules of
Civil Procedure or applicable case law.

        We are continuing to discuss your other concerns with our client to determine whether
there is any room for agreement.

                                             Sincerely,



                                             C. Vernon Hartline, Jr.

CVH/ahl
EXHIBIT G
                               CAUSE NO. D-1-GN-16-000370

IN RE VOLKSWAGEN CLEAN DIESEL                        §            IN THE DISTRICT COURT
LITIGATION: TCAA ENFORCEMENT                         §
CASES                                                §
                                                     §
THE STATE OF TEXAS,                                  §
                                                     §
      Plaintiff,                                     §
                                                     §
AND                                                  §
                                                     §
TRAVIS COUNTY, TEXAS                                 §
                                                     §
      Plaintiff Intervenor                           §            TRAVIS COUNTY, TEXAS
                                                     §
v.                                                   §
                                                     §
VOLKSWAGEN GROUP OF AMERICA,                         §
INC.; AUDI OF AMERICA, LLC                           §
                                                     §
       Defendants.                                   §
                                                     §
TRAVIS COUNTY, TEXAS (TRAVIS                         §
COUNTY CAUSE NUMBER D-1-GN-15-                       §
004513)                                              §            353rd JUDICIAL DISTRICT

 DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S SECOND AMENDED
       RESPONSES AND OBJECTIONS TO PLAINTIFF’S FIRST SET OF
                       INTERROGATORIES

       COMES NOW, Defendant Volkswagen Group of America, Inc. (“VWGoA”) serves the

following Amended Responses and Objections to Plaintiff’s First Set of Interrogatories pursuant

to Rule 197 of the Texas Rules of Civil Procedure.




DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
SECOND AMENDED RESPONSES AND OBJECTIONS
TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                                            PAGE 1
                                  Respectfully submitted,



                                  /s/ C. Vernon Hartline, Jr.
                                  C. VERNON HARTLINE, JR.
                                  State Bar No. 09159500
                                  hartline@flash.net

                                  HARTLINE DACUS BARGER DREYER LLP
                                  8750 N. Central Expressway, Suite 1600
                                  Dallas, Texas 75231
                                  214-369-2100
                                  214-369-2118 fax

                                  And

                                  DARRELL L. BARGER
                                  State Bar No. 01733800
                                  dbarger@hdbdlaw.com

                                  HARTLINE DACUS BARGER DREYER LLP
                                  1980 Post Oak Boulevard, Suite 1800
                                  Houston, Texas 77056
                                  713-759-1990
                                  713-652-2419 fax

                                  And

                                  RICHARD W. CREWS, JR.
                                  State Bar No. 05075500
                                  rcrews@hdbdlaw.com

                                  HARTLINE DACUS BARGER DREYER LLP
                                  800 North Shoreline Blvd, Suite 2000, North Tower
                                  Corpus Christi, TX 78401
                                  361-866-8000
                                  361-866-8039 fax

                                  And

                                  JEFFREY L. CHASE
                                  NY State Bar No. 1002203
                                  jchase@herzfeld-rubin.com
                                  (pro hac vice motion to be filed)


DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
SECOND AMENDED RESPONSES AND OBJECTIONS
TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                                 PAGE 2
                                          MICHAEL B. GALLUB
                                          NY State Bar No. 2141851
                                          mgallub@herzfeld-rubin.com
                                          (pro hac vice motion to be filed)

                                          HERZFELD & RUBIN, P.C.
                                          125 Broad Street
                                          New York, New York 10004
                                          212-471-8459
                                          212-344-3333 fax

                                          And

                                          ROBERT J. GIUFFRA, JR.
                                          New York State Bar 2309177
                                          giuffrar@sullcrom.com
                                          SHARON L. NELLES
                                          New York State Bar 2613073
                                          nelless@sullcrom.com
                                          WILLIAM B. MONAHAN
                                          New York State Bar 4229027
                                          monahanw@sullcrom.com

                                          SULLIVAN & CROMWELL LLP
                                          125 Broad Street
                                          New York, New York 10004
                                          212-558-4000
                                          Fax: 212-558-3588

                                   ATTORNEYS FOR DEFENDANTS VOLKSWAGEN
                                   GROUP OF AMERICA, INC., AUDI OF AMERICA,
                                   LLC AND VOLKSWAGEN GROUP OF AMERICA
                                   CHATTANOOGA OPERATIONS, LLC

                              CERTIFICATE OF SERVICE

       I hereby certify that a true and correct copy of the foregoing document was served by
email in compliance with the Texas Rules of Civil Procedure on September 29, 2016 on the
following counsel of record.

Via E-mail Patrick.Sweeten@texasattorneygeneral.gov
Patrick Sweeten
Office of the Attorney General
Consumer Protection Division
P.O. Box 12548
Austin, TX 78711

DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
SECOND AMENDED RESPONSES AND OBJECTIONS
TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                                          PAGE 3
Via E-mail craigpatrick@att.net
Craig M. Patrick
6244 E. Lovers Lane
Dallas, Texas 75214

Via E-mail rmithoff@mithofflaw.com
Richard Mithoff
One Allen Ctr. - Penthouse
500 Dallas St.
Houston, TX 77002

Via E-mail Darren.McCarty@alston.com
Darren L. McCarty
Alston & Bird LLP
2828 North Harwood Street, Suite 1800
Dallas, Texas 75201

Via E-mail brett.solberg@dlapiper.com
Brett Solberg
William Kiniry, Jr
DLA Piper LLP (US)
1000 Louisiana Street, Suite 2800
Houston, Texas 77002

Via E-mail mwalters@jw.com
Mark Lewis Walters
Jackson Walker LLP
100 Congress Ave., Suite 1100
Austin, TX 78701



                                        /s/ C. Vernon Hartline, Jr.
                                        C. VERNON HARTLINE, JR.




DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
SECOND AMENDED RESPONSES AND OBJECTIONS
TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                           PAGE 4
                                PRELIMINARY STATEMENT

       The responses to the Interrogatories (“Requests”) are made with specific regard to the

laws of the State of Texas, the Texas Rules of Civil Procedure and the specific facts of this case

and are not applicable to other cases, facts or circumstances or the rules and laws of any other

state or jurisdiction concerning discovery or theories of causes of action.

       Counsel for VWGoA has drafted these responses based upon the current state of

VWGoA’s knowledge and/or information regarding the information Plaintiff has requested.

VWGoA’s discovery, investigation, and analysis of this matter are continuing.

       VWGoA is available to meet and confer with respect to these Responses, should counsel

for Plaintiff wish to do so.

                     OBJECTIONS APPLICABLE TO ALL REQUESTS

       1.      VWGoA objects to the Requests insofar as investigation concerning the subject

matter of the Requests, including the independent investigation commissioned by the

Supervisory Board of Volkswagen AG, the parent company of VWGoA, is ongoing. In light of

the ongoing investigation, VWGoA states that information known or readily available may be

insufficient to enable VWGoA to fully respond to the Requests at this time. In addition, VWGoA

interposes below objections to some Requests on the ground that the investigation commissioned

by the Supervisory Board is ongoing and privileged, and that responses to those Requests at this

time would unduly burden and be disruptive of that investigation, and be premature in that all of

the available evidence has not yet been fully analyzed.

       2.      VWGoA further objects to the Requests to the extent that they purport to require

VWGoA to conduct anything beyond a reasonable and diligent search for readily accessible

information from readily accessible sources (including electronic sources) where responsive


DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
SECOND AMENDED RESPONSES AND OBJECTIONS
TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                                               PAGE 5
information reasonably would be expected to be found. VWGoA also objects to the Requests to

the extent that they purport to require VWGoA to admit or deny facts based on the existence or

absence of information that is not or would not be centrally maintained at VWGoA by, or on

behalf of, persons believed to have significant involvement in the events at issue in the action, or

is not available from VWGoA’s current employees.

       3.      VWGoA objects to the defined terms “You”, “Your”, and “VW” and to any

Definition, Instruction or Request that incorporates those Definitions, on the ground that such

Definitions and any such Definition, Instruction, or Request

               (a)     seek the discovery of information that is in the possession, custody, or

                       control of third parties;

               (b)     are overly broad, unduly burdensome, and call for information that is

                       neither relevant to the claims or defenses of any party to, or the subject

                       matter of, the action, and seek;

               (c)     are not reasonably calculated to lead to the discovery of admissible

                       evidence;

               (d)     fail to distinguish between distinct corporate entities;

               (e)     purport to require VWGoA to discern or inquire about relationships

                       between or among entities that are not affiliated with VWGoA;

               (f)     are vague, ambiguous and confusing; and



       4.      VWGoA objects to the undefined terms “Showing,” “Reflecting,” “Relate,”

“Related,” “Referring to,” “Relating to,” “Identify” and “Documents” and “Records,” and to any

Definition, Instruction or Request that incorporates those terms, on the ground that such terms


DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
SECOND AMENDED RESPONSES AND OBJECTIONS
TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                                                 PAGE 6
and any Definition, Instruction or Request that incorporates them are overly broad, unduly

burdensome, and vague and ambiguous. Further, VWGoA objects to the undefined terms

“representative,” “agent,” “emission control equipment,” “emission testing procedures,” “vehicle

emission testing,” “lowered emissions,” and “actual driving conditions” on the grounds that such

terms and any Definition, Instruction or Request that incorporates them are vague, ambiguous,

unintelligible and without a clear meaning. Subject to and without waiving these Objections, in

responding to the Requests, VWGoA will construe these terms consistently with their usual and

generally accepted meaning of the words and phrases in the English language.

       5.     VWGoA objects to the defined term “Affected Vehicles” and to any Definition,

Instruction or Request that incorporates it. The term erroneously references vehicles that do not

exist or do not have TDI engines. Affected Vehicles should be defined as, and a correct list of

Affected Vehicles should only include, the below vehicles:

             2.0L vehicles: VW Jetta (2009-2015); VW Jetta SportWagen (2009-2014); VW

              Beetle (2013-2015); VW Beetle Convertible (2013-2015); Audi A3 (2010-2013

              and 2015); VW Golf (2010-2015); VW Golf SportWagen (2015); and VW Passat

              (2012-2015), and

             3.0L vehicles: Volkswagen Touareg (2009-2016); Audi A6 quattro (2014-2016);

              Audi A7 quattro (2014-2016); Audi A8L (2014-2016); Audi Q5 (2014-2016);

              Audi Q7 (2009-2015).




DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
SECOND AMENDED RESPONSES AND OBJECTIONS
TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                                              PAGE 7
WITHHOLDING STATEMENT APPLICABLE TO ANY ASSERTION OF PRIVILEGE

        VWGoA will provide privilege logs to Lead Counsel for the Consumer Plaintiffs in
accordance with the schedule set forth in PTO 16 entered in the Federal MDL Proceeding. To
VWGoA’s knowledge, it is not withholding any other information or material on the basis of
privilege other than the material listed in the logs that will be produced to plaintiffs. However,
due to millions of documents produced or potentially discoverable in this matter, there may be
additional privileged material identified in the due course of litigation that VWGoA will include
in any subsequent privilege logs—if and when identified—in accordance with the schedule set
forth in PTO 16. VWGoA will also comply with all provisions of the Protective Order regarding
identification and protection of Privileged Material as defined in the Protective Order signed in
this case.

               RESPONSES AND OBJECTIONS TO INTERROGATORIES

1.      Please state the following information for each Affected Vehicle sold in the State of
        Texas by you or your agents or representatives:
        The date of sale;
        The VIN of the Affected Vehicle;
        The name and address of the person who sold the Affected Vehicle; and,
        The specific location where the Affected Vehicle was sold.

ANSWER: VWGoA has provided current good-faith estimates of available sales and lease
information for Affected Vehicles in documents produced in the Federal MDL (Bates stamped
VW-MDL2672-00959069 and VW-MDL2672-06547090), to which Plaintiff has access.

        VWGoA objects to and refuses to comply with Interrogatory No. 1 to the extent that it
calls for information not within the possession, custody or control of VWGoA, is overly broad
and unduly burdensome, seeks information that is neither relevant to the claims or defenses of
any party to this matter, is not reasonably calculated to lead to the discovery of admissible
evidence, or calls for the production of personal information relating to VWGoA’s customers.


2.      Please state the following information for each Affected Vehicle offered for sale in
        the State of Texas by you or your agents or representatives:
        The date the Affected Vehicle was first offered for sale;
        The VIN of the Affected Vehicle;
        The name and address of the person who offered the Affected Vehicle for
        sale; and,
        The specific location where the Affected Vehicle was offered for sale.

DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
SECOND AMENDED RESPONSES AND OBJECTIONS
TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                                               PAGE 8
ANSWER: VWGoA has provided current good-faith estimates of available sales and lease
information for Affected Vehicles in documents produced in the Federal MDL (Bates stamped
VW-MDL2672-00959069 and VW-MDL2672-06547090), to which Plaintiff has access.

        VWGoA objects to and refuses to comply with Interrogatory No. 2 to the extent that it
calls for information not within the possession, custody or control of VWGoA, is overly broad
and unduly burdensome, seeks information that is neither relevant to the claims or defenses of
any party to this matter, is not reasonably calculated to lead to the discovery of admissible
evidence, or calls for the production of personal information relating to VWGoA’s customers.


3.     Please state the following information for each Affected Vehicle leased in the State
       of Texas by you or your agents or representatives:
       The date of lease;
       The VIN of the Affected Vehicle;
       The name and address of the person who leased, as lessor, the Affected Vehicle; and,
       The specific location where the Affected Vehicle was leased.

ANSWER: VWGoA has provided current good-faith estimates of available sales and lease
information for Affected Vehicles in documents produced in the Federal MDL (Bates stamped
VW-MDL2672-00959069 and VW-MDL2672-06547090), to which Plaintiff has access.

        VWGoA objects to and refuses to comply with Interrogatory No. 3 to the extent that it
calls for information not within the possession, custody or control of VWGoA, is overly broad
and unduly burdensome, seeks information that is neither relevant to the claims or defenses of
any party to this matter, is not reasonably calculated to lead to the discovery of admissible
evidence, or calls for the production of personal information relating to VWGoA’s customers.


4.     Please state the following information for each Affected Vehicle offered for lease in
       the State of Texas by you or your agents or representatives:
       The date the Affected Vehicle was first offered for lease;
       The VIN of the Affected Vehicle;
       The name and address of the person who offered for lease, as lessor, the Affected
       Vehicle; and,
       The specific location where the Affected Vehicle was offered for lease.

ANSWER: VWGoA has provided current good-faith estimates of available sales and lease
information for Affected Vehicles in documents produced in the Federal MDL (Bates stamped
VW-MDL2672-00959069 and VW-MDL2672-06547090), to which Plaintiff has access.

        VWGoA objects to and refuses to comply with Interrogatory No. 4 to the extent that it
calls for information not within the possession, custody or control of VWGoA, is overly broad
and unduly burdensome, seeks information that is neither relevant to the claims or defenses of
any party to this matter, is not reasonably calculated to lead to the discovery of admissible
evidence, or calls for the production of personal information relating to VWGoA’s customers.

DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
SECOND AMENDED RESPONSES AND OBJECTIONS
TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                                           PAGE 9
5.      Please state the following information for each VW Representative that knew, on or
before September 17, 2015, that the Affected Vehicles were equipped with emission control
equipment that had been designed or modified so that the emission control equipment
resulted in lowered emissions during emission testing procedures when compared to actual
driving conditions. As used in this Interrogatory, VW Representative means (1) any officer,
director, or board member of VW; (2) any officer, director, manager, supervisor, or
engineer of any division or department of VW that was involved in, or responsible for, the
design or modification of emission control equipment for the Affected Vehicles; (3) any
officer, director, manager, supervisor, or engineer of any of the following VW divisions,
departments, groups, or centers: Electronic Research Lab, Design Center California,
Marketing and Strategy Division, Group Quality Division, Test Center California,
Technical Center, Engineering and Environmental Office, and Research and Development;
and (4) any officer, director, manager, supervisor, or engineer of any division, department,
group, or center with responsibility for compliance with environmental laws regarding
emission control equipment on Affected Vehicles.

       A.      The job title, name, and address (work location) of the VW Representative;
       B.      The date on which the VW Representative first became aware that any
               Affected Vehicles were equipped with emission control equipment that had
               been designed or modified so that the emission control equipment resulted in
               lowered emissions during emission testing procedures when compared to
               actual driving conditions; and,
       C.      From where or whom the VW Representative learned that any Affected
               Vehicles were equipped with emission control equipment that had been
               designed or modified so that the emission control equipment resulted in
               lowered emissions during emission testing procedures when compared to
               actual driving conditions.

ANSWER: VWGoA objects to and refuses to comply with Interrogatory No. 5 on the grounds
that it is argumentative, lacks foundation, or incorporates allegations and assertions that are
disputed or erroneous and that it assumes the existence of facts that do not exist or the
occurrence of events that did not take place. VWGoA further objects to the Interrogatory on the
ground that it seeks the discovery of information that is in the possession, custody, or control of
third parties. VWGoA further objects to this Interrogatory as vague, ambiguous and undefined
insofar as it fails to define or explain the phrases “emission control equipment,” “lowered
emissions,” “emission testing procedures,” and “actual driving conditions.” VWGoA further
objects to the Interrogatory on the ground that it is a premature contention interrogatory and
purports to require VWGoA to draw legal conclusions and to provide a response predicated on
legal conclusions or arguments. VWGoA further objects on the ground that the investigation at
VWGoA into the subject matter of this action, which is part of the wider investigation
commissioned by the Supervisory Board of Volkswagen AG, is ongoing and privileged, and that
a response to this Interrogatory at this time would unduly burden and be disruptive of that
investigation, and be premature in that all of the available evidence has not yet been fully
analyzed. Finally, VWGoA also objects to the extent the Interrogatory seeks information that is
protected from disclosure by the attorney-client privilege, the attorney work-product doctrine or
any other applicable privilege or immunity.

DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
SECOND AMENDED RESPONSES AND OBJECTIONS
TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                                               PAGE 10
6.      Please explain how the design or modification of the emission control equipment on
the Affected Vehicles lowered emissions from the Affected Vehicles during vehicle emission
testing when compared to actual driving conditions.

ANSWER: VWGoA refers to and incorporates by reference certain of its preliminary responses
to Requests for Information from the EPA pursuant to section 208 of the federal Clean Air Act
(the “208 Requests”), which will be made available to Plaintiff.

        VWGoA objects to and otherwise refuses to comply with Interrogatory No. 6 to the
extent that it seeks expert opinion and testimony or material protected by the attorney-work-
product doctrine. VWGoA further objects to this Interrogatory to the extent it seeks information
that is not in VWGoA’s possession, custody or control. VWGoA further objects on the ground
that the investigation at VWGoA into the subject matter of this action, which is part of the wider
investigation commissioned by the Supervisory Board of Volkswagen AG, is ongoing and
privileged, and that a response to this Interrogatory at this time would unduly burden and be
disruptive of that investigation, and be premature in that all of the available evidence has not yet
been fully analyzed. VWGoA further objects to this Interrogatory as vague, ambiguous and
undefined insofar as it fails to define or explain the phrases “emission control equipment,”
“lowered emissions,” “vehicle emission testing,” and “actual driving conditions.”


       7.     For each of the Affected Vehicles, please state by how much the amount of
NOx emitted during vehicle emission testing varied from the amount of NOx emitted
during actual driving conditions. Please respond for each model and year of Affected
Vehicles (rather than for each individual Affected Vehicle). If you contend that the amount
varied depending on differences in actual driving conditions, please explain the range and
circumstances of the variation.

ANSWER: VWGoA refers to and incorporates by reference certain of its preliminary responses
to the 208 Requests, which will be made available to Plaintiff.

         VWGoA objects to Interrogatory No. 7 to the extent that it seeks expert opinion and
testimony or material protected by the attorney-work-product doctrine. VWGoA further objects
to this Interrogatory as vague, ambiguous and undefined insofar as it fails to define or explain the
phrases “vehicle emission testing,” and “actual driving conditions.”


8.     Were the Affected Vehicles equipped with emission control equipment that had
been designed or modified so that the emission control equipment resulted in lowered
emissions during emission testing procedures when compared to actual driving conditions?

ANSWER: VWGoA states that the software algorithm installed in the Affected Vehicles can
identify when behavior similar to that experienced when a testing procedure is underway and that
software algorithms may affect emissions.



DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
SECOND AMENDED RESPONSES AND OBJECTIONS
TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                                                PAGE 11
        VWGoA objects to and otherwise refuses to comply with Interrogatory No. 6 to the
extent it seeks information that is not in VWGoA’s possession, custody or control. VWGoA
further objects to this Interrogatory to the extent it purports to expand the definitions set forth in
40 C.F.R. § 1803-01. VWGoA further objects on the ground that the investigation at VWGoA
into the subject matter of this action, which is part of the wider investigation commissioned by
the Supervisory Board of Volkswagen AG, is ongoing and privileged, and that a response to this
Interrogatory at this time would unduly burden and be disruptive of that investigation, and be
premature in that all of the available evidence has not yet been fully analyzed. VWGoA further
objects to this Interrogatory as vague, ambiguous and undefined insofar as it fails to define or
explain the phrases “emission control equipment,” “lowered emissions,” “emission testing
procedures,” and “actual driving conditions.”


       9.     Please explain why emission control equipment that had been designed or
modified so that the emission control equipment resulted in lowered emissions during
emission testing procedures when compared to actual driving conditions was installed in
the Affected Vehicles?

ANSWER: VWGoA refers Plaintiff to its responses to Interrogatory Nos. 5 and 6.


10.    Please provide the following information for each person known to you to have been
terminated or disciplined (or who resigned or retired in lieu of termination or discipline) as
a result of the design or use in Affected Vehicles of emission control equipment that had
been designed or altered so that the emission control equipment resulted in lowered
emissions during emission testing procedures when compared to actual driving conditions.

       A.      The name, job title, and former employer of the person.
       B.      Describe the person’s involvement in the design or use in Affected Vehicles of
               emission control equipment that had been designed or modified so that the
               emission control equipment resulted in lowered emissions during emission
               testing procedures when compared to actual driving conditions.

ANSWER: No VWGoA employee has been terminated or disciplined as a result of the
allegations directed to the Affected Vehicles’ emission-control equipment. Mr. Michael Horn,
the former CEO of VWGoA, has left the employ of VWGoA.

        VWGoA otherwise objects to Interrogatory No. 10 on the grounds that it is
argumentative, lacks foundation, or incorporates allegations and assertions that are disputed or
erroneous and that it assumes the existence of facts that do not exist or the occurrence of events
that did not take place. VWGoA also objects to the Interrogatory on the ground that it seeks the
discovery of information that is in the possession, custody, or control of third parties. VWGoA
further objects to the Interrogatory on the ground that it is a premature contention interrogatory
and purports to require VWGoA to draw legal conclusions and to provide a response predicated
on legal conclusions or arguments. VWGoA also further objects on the ground that the
investigation at VWGoA into the subject matter of this action, which is part of the wider

DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
SECOND AMENDED RESPONSES AND OBJECTIONS
TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                                                  PAGE 12
investigation commissioned by the Supervisory Board of Volkswagen AG, is ongoing and
privileged, and that a response to this Interrogatory at this time would unduly burden and be
disruptive of that investigation, and be premature in that all of the available evidence has not yet
been fully analyzed. VWGoA further objects to the extent the Interrogatory seeks information
that is protected from disclosure by the attorney-client privilege, the attorney-work-product
doctrine or any other applicable privilege or immunity. VWGoA further objects to this to the
extent the Interrogatory purports to require the VW Entities to speculate as to the mental state of
individuals or seeks information that is not in the possession, custody or control of the VW
Entities. VWGoA further objects on the ground that the Interrogatory calls for the production of
personal and private information relating to VWGoA’s employees. Finally, VWGoA further
objects to this Interrogatory as vague, ambiguous and undefined insofar as it fails to define or
explain the phrases “emission control equipment,” “lowered emissions,” “emission testing
procedures,” and “actual driving conditions.”

       VWGoA will supplement, correct, clarify, amend or modify its Response to Interrogatory
No. 10 to any portion of the Request that is not objectionable as additional information becomes
available.


        11.    Please state the amount of gross profit you made from the sale, or offering
for sale, and lease, or offering for lease, in the State of Texas of any Affected Vehicle with a
2.0 liter TDI engine. In your response, please state the gross profit according to Generally
Accepted Accounting Principles developed and established by the Financial Accounting
Foundation’s standard-setting Boards, the Financial Accounting Standards Board and the
Governmental Accounting Standards Board, or an alternative generally accepted
accounting methodology recognized by the international financial community for the
public reporting of financial information.

ANSWER: VWGoA states that this information is not specifically maintained for vehicles sold
in the state of Texas.

        VWGoA Interrogatory No. 11 and refuses to comply with this Request on the grounds
because it is overly broad, unduly burdensome, because it imposes a burden or expense on the
VW Entities that outweighs its likely benefit. VWGoA further objects to this Interrogatory on the
ground that it calls for an expert opinion and calls for a legal conclusion. VWGoA further objects
to this Interrogatory to the extent it seeks information that is neither relevant to the claims or
defenses of any party to this matter nor reasonably calculated to lead to the discovery of
admissible evidence. VWGoA further objects to this Interrogatory to the extent that it could be
construed to require the VW Entities to seek information that is in the possession, custody or
control of third persons or entities unaffiliated with the VW Entities. The VW Entities further
object to this Interrogatory on the grounds that it calls for the production of information or
documents that reflect trade secrets or other information that is confidential, proprietary,
commercially sensitive or competitively significant, or information that is subject to other
protective orders, non-disclosure agreements or other confidentiality undertakings.



DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
SECOND AMENDED RESPONSES AND OBJECTIONS
TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                                                PAGE 13
12.    Please state the amount of gross profit you made from the sale, or offering for sale,
and lease, or offering for lease, in the State of Texas of any Affected Vehicle with a 3.0 liter
TDI engine. In your response, please state the gross profit according to Generally Accepted
Accounting Principles developed and established by the Financial Accounting Foundation’s
standard-setting Boards, the Financial Accounting Standards Board and the Governmental
Accounting Standards Board, or an alternative generally accepted accounting methodology
recognized by the international financial community for the public reporting of financial
information.

ANSWER: VWGoA states that this information is not specifically maintained for vehicles sold
in the state of Texas.

        VWGoA objects to Interrogatory No. 12 on the grounds that it is overly broad, unduly
burdensome, because it imposes a burden or expense on the VW Entities that outweighs its likely
benefit, taking into account the needs of the case, the amount in controversy, the parties’
resources, the importance of the issues at stake in the litigation, and the importance of the
proposed discovery in resolving the issues. VWGoA further objects to this Interrogatory on the
ground that it calls for an expert opinion and calls for a legal conclusion. VWGoA further objects
to this Interrogatory to the extent it seeks information that is neither relevant to the claims or
defenses of any party to this matter nor reasonably calculated to lead to the discovery of
admissible evidence. VWGoA further objects to this Interrogatory to the extent that it could be
construed to require the VW Entities to seek information that is in the possession, custody or
control of third persons or entities unaffiliated with the VW Entities. The VW Entities further
object to this Interrogatory on the grounds that it calls for the production of information or
documents that reflect trade secrets or other information that is confidential, proprietary,
commercially sensitive or competitively significant, or information that is subject to other
protective orders, non-disclosure agreements or other confidentiality undertakings.


13.    In accordance with Rule 197.1, please state the legal theories and describe in general
the factual bases for your defense that Plaintiff’s claims should be dismissed because they
are preempted and barred by the Federal Clean Air Act.

ANSWER: 42 U.S.C. § 7543(a) (Clean Air Act § 209), provides that: “No State or any political
subdivision thereof shall adopt or attempt to enforce any standard relating to the control of
emissions from new motor vehicles or new motor vehicle engines subject to this part.” The
instant action, which involves allegations that certain diesel vehicles were designed and
manufactured to include “defeat devices” that allegedly impacted the vehicles’ nitrogen oxide
emissions, is an attempt by the State of Texas to enforce standards “relating to the control of
emissions from new motor vehicles or new motor vehicle engines,” and is therefore expressly
preempted.

In addition, the action is impliedly preempted because Federal law occupies the field of new
motor vehicle emissions, and this action (and others like it) would stand as an obstacle to the
fulfillment of Congress’s objectives in enacting Title II of the CAA.


DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
SECOND AMENDED RESPONSES AND OBJECTIONS
TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                                              PAGE 14
14.    In accordance with Rule 197.1, please state the legal theories and describe in general
the factual bases for your defense that Plaintiff’s claims should be dismissed or abated by
virtue of primary jurisdiction of the United States Environmental Protection Agency.

ANSWER: The doctrine of “primary jurisdiction” provides that when a case raises issues
beyond a court’s ordinary experience but within an agency’s special competence, the court “may
‘refrain from exercising its jurisdiction until after an administrative agency has determined some
question or some aspect of some question arising in the proceeding before the court.’” Penny v.
Southwestern Bell Tel. Co., 906 F.2d 183, 187 (5th Cir. 1990). Congress has assigned exclusive
jurisdiction over the adoption and enforcement of emission standards from new motor vehicles to
the federal Environmental Protection Agency. That agency has not completed its work with
regard to the alleged installation of “defeat devices” in certain Volkswagen, Audi, and Porsche
vehicles. This matter should therefore be stayed, abated, or dismissed until the EPA has
completed its work.




DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S
SECOND AMENDED RESPONSES AND OBJECTIONS
TO PLAINTIFF’S FIRST SET OF INTERROGATORIES                                              PAGE 15
                               CAUSE NO. D-1-GN-16-000370

IN RE VOLKSWAGEN CLEAN DIESEL                    §            IN THE DISTRICT COURT
LITIGATION: TCAA ENFORCEMENT                     §
CASES                                            §
                                                 §
THE STATE OF TEXAS,                              §
                                                 §
      Plaintiff,                                 §
                                                 §
AND                                              §
                                                 §
TRAVIS COUNTY, TEXAS                             §
                                                 §
      Plaintiff Intervenor                       §            TRAVIS COUNTY, TEXAS
                                                 §
v.                                               §
                                                 §
VOLKSWAGEN GROUP OF AMERICA,                     §
INC.; AUDI OF AMERICA, LLC                       §
                                                 §
       Defendants.                               §
                                                 §
TRAVIS COUNTY, TEXAS (TRAVIS                     §
COUNTY CAUSE NUMBER D-1-GN-15-                   §
004513)                                          §            353rd JUDICIAL DISTRICT

 DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S SECOND AMENDED
 RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS

       COMES NOW, Defendant Volkswagen Group of America, Inc. (“VWGoA”) serves the

following Amended Responses and Objections to Plaintiff’s Requests for Admissions pursuant

to Rule 198 of the Texas Rules of Civil Procedure.




DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S SECOND AMENDED
RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS                    PAGE 1
                                   Respectfully submitted,



                                   /s/ C. Vernon Hartline, Jr.
                                   C. VERNON HARTLINE, JR.
                                   State Bar No. 09159500
                                   hartline@flash.net

                                   HARTLINE DACUS BARGER DREYER LLP
                                   8750 N. Central Expressway, Suite 1600
                                   Dallas, Texas 75231
                                   214-369-2100
                                   214-369-2118 fax

                                   And

                                   DARRELL L. BARGER
                                   State Bar No. 01733800
                                   dbarger@hdbdlaw.com

                                   HARTLINE DACUS BARGER DREYER LLP
                                   1980 Post Oak Boulevard, Suite 1800
                                   Houston, Texas 77056
                                   713-759-1990
                                   713-652-2419 fax

                                   And

                                   RICHARD W. CREWS, JR.
                                   State Bar No. 05075500
                                   rcrews@hdbdlaw.com

                                   HARTLINE DACUS BARGER DREYER LLP
                                   800 North Shoreline Blvd, Suite 2000, North Tower
                                   Corpus Christi, TX 78401
                                   361-866-8000
                                   361-866-8039 fax

                                   And

                                   JEFFREY L. CHASE
                                   NY State Bar No. 1002203
                                   jchase@herzfeld-rubin.com
                                   (pro hac vice motion to be filed)



DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S SECOND AMENDED
RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS              PAGE 2
                                          MICHAEL B. GALLUB
                                          NY State Bar No. 2141851
                                          mgallub@herzfeld-rubin.com
                                          (pro hac vice motion to be filed)

                                          HERZFELD & RUBIN, P.C.
                                          125 Broad Street
                                          New York, New York 10004
                                          212-471-8459
                                          212-344-3333 fax

                                          And

                                          ROBERT J. GIUFFRA, JR.
                                          New York State Bar 2309177
                                          giuffrar@sullcrom.com
                                          SHARON L. NELLES
                                          New York State Bar 2613073
                                          nelless@sullcrom.com
                                          WILLIAM B. MONAHAN
                                          New York State Bar 4229027
                                          monahanw@sullcrom.com

                                          SULLIVAN & CROMWELL LLP
                                          125 Broad Street
                                          New York, New York 10004
                                          212-558-4000
                                          Fax: 212-558-3588

                                    ATTORNEYS FOR DEFENDANTS VOLKSWAGEN
                                    GROUP OF AMERICA, INC., AUDI OF AMERICA,
                                    LLC AND VOLKSWAGEN GROUP OF AMERICA
                                    CHATTANOOGA OPERATIONS, LLC

                              CERTIFICATE OF SERVICE

       I hereby certify that a true and correct copy of the foregoing document was served by
email in compliance with the Texas Rules of Civil Procedure on September 29, 2016 on the
following counsel of record.

Via E-mail Patrick.Sweeten@texasattorneygeneral.gov
Patrick Sweeten
Office of the Attorney General
Consumer Protection Division
P.O. Box 12548
Austin, TX 78711


DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S SECOND AMENDED
RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS                      PAGE 3
Via E-mail craigpatrick@att.net
Craig M. Patrick
6244 E. Lovers Lane
Dallas, Texas 75214

Via E-mail rmithoff@mithofflaw.com
Richard Mithoff
One Allen Ctr. - Penthouse
500 Dallas St.
Houston, TX 77002

Via E-mail Darren.McCarty@alston.com
Darren L. McCarty
Alston & Bird LLP
2828 North Harwood Street, Suite 1800
Dallas, Texas 75201

Via E-mail brett.solberg@dlapiper.com
Brett Solberg
William Kiniry, Jr
DLA Piper LLP (US)
1000 Louisiana Street, Suite 2800
Houston, Texas 77002

Via E-mail mwalters@jw.com
Mark Lewis Walters
Jackson Walker LLP
100 Congress Ave., Suite 1100
Austin, TX 78701



                                        /s/ C. Vernon Hartline, Jr.
                                        C. VERNON HARTLINE, JR.




DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S SECOND AMENDED
RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS       PAGE 4
                                PRELIMINARY STATEMENT

       The responses to the Requests for Admission (“Requests”) are made with specific regard

to the laws of the State of Texas, the Texas Rules of Civil Procedure and the specific facts of this

case and are not applicable to other cases, facts or circumstances or the rules and laws of any

other state or jurisdiction concerning discovery or theories of causes of action.

       Counsel for VWGoA has drafted these responses based upon the current state of

VWGoA’s knowledge and/or information regarding the information Plaintiff has requested.

VWGoA’s discovery, investigation, and analysis of this matter are continuing.

       VWGoA is available to meet and confer with respect to these Responses, should counsel

for Plaintiff wish to do so.

                     OBJECTIONS APPLICABLE TO ALL REQUESTS

       1.      VWGoA objects to the Requests insofar as investigation concerning the subject

matter of the Requests, including the independent investigation commissioned by the

Supervisory Board of Volkswagen AG, the parent company of VWGoA, is ongoing. In light of

the ongoing investigation, VWGoA states that information known or readily available may be

insufficient to enable VWGoA to fully respond to the Requests at this time. In addition, VWGoA

interposes below objections to some Requests on the ground that the investigation commissioned

by the Supervisory Board is ongoing, and that responses to those Requests at this time would

unduly burden and be disruptive of that investigation, and be premature in that all of the

available evidence has not yet been fully analyzed.

       2.      VWGoA further objects to the Requests to the extent that they purport to require

VWGoA to conduct anything beyond a reasonable and diligent search for readily accessible

information from readily accessible sources (including electronic sources) where responsive



DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S SECOND AMENDED
RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS                             PAGE 5
information reasonably would be expected to be found. VWGoA also objects to the Requests to

the extent that they purport to require VWGoA to admit or deny facts based on the existence or

absence of information that is not or would not be centrally maintained at VWGoA by, or on

behalf of, persons believed to have significant involvement in the events at issue in the action, or

is not available from VWGoA’s current employees.

       3.      VWGoA objects to the defined terms “You”, “Your”, and “VW” and to any

Definition, Instruction or Request that incorporates those Definitions, on the ground that such

Definitions and any such Definition, Instruction, or Request

               (a)     seek the discovery of information that is in the possession, custody, or

                       control of third parties;

               (b)     are overly broad, unduly burdensome, and call for information that is

                       neither relevant to the claims or defenses of any party to, or the subject

                       matter of, the action, and seek;

               (c)     are not reasonably calculated to lead to the discovery of admissible

                       evidence;

               (d)     fail to distinguish between distinct corporate entities;

               (e)     purport to require VWGoA to discern or inquire about relationships

                       between or among entities that are not affiliated with VWGoA;

               (f)     are vague, ambiguous and confusing; and

       4.      VWGoA objects to the undefined terms “Showing,” “Reflecting,” “Relate,”

“Related,” “Referring to,” “Relating to,” “Identify” and “Documents” and “Records,” and to any

Definition, Instruction or Request that incorporates those terms, on the ground that such terms

and any Definition, Instruction or Request that incorporates them are overly broad, unduly



DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S SECOND AMENDED
RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS                             PAGE 6
burdensome, and vague and ambiguous. Further, VWGoA objects to the undefined terms

“representative,” “agent,” “emission control equipment,” “emission testing procedures,” “vehicle

emission testing,” “lowered emissions,” and “actual driving conditions” on the grounds that such

terms and any Definition, Instruction or Request that incorporates them are vague, ambiguous,

unintelligible and without a clear meaning. Subject to and without waiving these Objections, in

responding to the Requests, VWGoA will construe these terms consistently with their usual and

generally accepted meaning of the words and phrases in the English language.

       5.     VWGoA objects to the defined term “Affected Vehicles” and to any Definition,

Instruction or Request that incorporates it. The term erroneously references vehicles that do not

exist or do not have TDI engines. Affected Vehicles should be defined as, and a correct list of

Affected Vehicles should only include, the below vehicles:

             2.0L vehicles: VW Jetta (2009-2015); VW Jetta SportWagen (2009-2014); VW

              Beetle (2013-2015); VW Beetle Convertible (2013-2015); Audi A3 (2010-2013

              and 2015); VW Golf (2010-2015); VW Golf SportWagen (2015); and VW Passat

              (2012-2015), and

             3.0L vehicles: Volkswagen Touareg (2009-2016); Audi A6 quattro (2014-2016);

              Audi A7 quattro (2014-2016); Audi A8L (2014-2016); Audi Q5 (2014-2016);

              Audi Q7 (2009-2015).




DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S SECOND AMENDED
RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS                          PAGE 7
         RESPONSES AND OBJECTIONS TO REQUESTS FOR ADMISSIONS

1.     You equipped the Affected Vehicles with 2.0 Liter TDI engines with emission
control equipment that had been designed or modified so that the emission control
equipment resulted in lowered emissions during emission testing procedures when
compared to actual driving conditions.

RESPONSE:

         VWGoA objects to Request for Admission No. 1 on the grounds that it is argumentative,
lacks foundation, or incorporates allegations and assertions that are disputed or erroneous and
that it assumes the existence of facts that do not exist or the occurrence of events that did not
take place. VWGoA further objects on the ground that the investigation at VWGoA into the
subject matter of this action, which is part of the wider investigation commissioned by the
Supervisory Board of Volkswagen AG, is ongoing, and that a response to this Request at this
time would unduly burden and be disruptive of that investigation, and be premature in that all of
the available evidence has not yet been fully analyzed. VWGoA further objects to this Request as
vague, ambiguous and undefined insofar as it fails to define or explain the phrases “emission
control equipment,” “lowered emissions,” and “actual driving conditions.” VWGoA further
objects to this Request to the extent it purports to expand the definitions set forth in 40 C.F.R.
§ 1803-01.


2.     Your equipping the Affected Vehicles with 2.0 Liter TDI engines with emission
control equipment that had been designed or modified so that the emission control
equipment resulted in lowered emissions during emission testing procedures when
compared to actual driving conditions was an intentional decision made by you.

RESPONSE:

         VWGoA objects to Request for Admission No. 2 on the grounds that it is argumentative,
lacks foundation, or incorporates allegations and assertions that are disputed or erroneous and
that it assumes the existence of facts that do not exist or the occurrence of events that did not
take place. VWGoA further objects on the ground that the investigation at VWGoA into the
subject matter of this action, which is part of the wider investigation commissioned by the
Supervisory Board of Volkswagen AG, is ongoing, and that a response to this Request at this
time would unduly burden and be disruptive of that investigation, and be premature in that all of
the available evidence has not yet been fully analyzed. VWGoA further objects to this Request as
vague, ambiguous and undefined insofar as it fails to define or explain the phrases “lowered
emissions,” and “actual driving conditions.” VWGoA further objects to this Request to the extent
it purports to expand the definitions set forth in 40 C.F.R. § 1803 01.


3.     You equipped the Affected Vehicles with 3.0 Liter TDI engines with emission
control equipment that had been designed or modified so that the emission control
equipment resulted in lowered emissions during emission testing procedures when


DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S SECOND AMENDED
RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS                           PAGE 8
compared to actual driving conditions.

RESPONSE:

         VWGoA objects to Request for Admission No. 3 on the grounds that it is argumentative,
lacks foundation, or incorporates allegations and assertions that are disputed or erroneous and
that it assumes the existence of facts that do not exist or the occurrence of events that did not
take place. VWGoA further objects on the ground that the investigation at VWGoA into the
subject matter of this action, which is part of the wider investigation commissioned by the
Supervisory Board of Volkswagen AG, is ongoing, and that a response to this Request at this
time would unduly burden and be disruptive of that investigation, and be premature in that all of
the available evidence has not yet been fully analyzed. VWGoA further objects to this Request as
vague, ambiguous and undefined insofar as it fails to define or explain the phrases “lowered
emissions,” and “actual driving conditions.” VWGoA further objects to this Request to the extent
it purports to expand the definitions set forth in 40 C.F.R. § 1803 01.


4.     Your equipping the Affected Vehicles with 3.0 Liter TDI engines with emission
control equipment that had been designed or modified so that the emission control
equipment resulted in lowered emissions during emission testing procedures when
compared to actual driving conditions was an intentional decision made by you.

RESPONSE:

         VWGoA objects to Request for Admission No. 4 on the grounds that it is argumentative,
lacks foundation, or incorporates allegations and assertions that are disputed or erroneous and
that it assumes the existence of facts that do not exist or the occurrence of events that did not
take place. VWGoA further objects on the ground that the investigation at VWGoA into the
subject matter of this action, which is part of the wider investigation commissioned by the
Supervisory Board of Volkswagen AG, is ongoing, and that a response to this Request at this
time would unduly burden and be disruptive of that investigation, and be premature in that all of
the available evidence has not yet been fully analyzed. VWGoA further objects to the extent that
the Request purports to require VWGoA to draw legal conclusions. VWGoA further objects to
this Request as vague, ambiguous and undefined insofar as it fails to define or explain the
phrases “lowered emissions,” and “actual driving conditions.” VWGoA further objects to this
Request to the extent it purports to expand the definitions set forth in 40 C.F.R. § 1803 01.


5.     The Affected Vehicles with 2.0 Liter TDI engines were equipped with emission
control equipment that had been designed or modified so that the emission control
equipment resulted in lowered emissions during emission testing procedures when
compared to actual driving conditions.

RESPONSE:

       VWGoA objects to Request for Admission No. 5 on the ground that it would require


DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S SECOND AMENDED
RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS                          PAGE 9
VWGoA to admit or deny based on information that is in the possession, custody, or control of
third parties. VWGoA further objects to the extent that the Request purports to require VWGoA
to draw legal conclusions. VWGoA further objects to this Request as vague, ambiguous and
undefined insofar as it fails to define or explain the phrases “emission control equipment,”
“lowered emissions,” and “actual driving conditions.” VWGoA further objects to this Request to
the extent it purports to expand the definitions set forth in 40 C.F.R. § 1803 01.


6.     The Affected Vehicles with 3.0 Liter TDI engines were equipped with emission
control equipment that had been designed or modified so that the emission control
equipment resulted in lowered emissions during emission testing procedures when
compared to actual driving conditions.

RESPONSE:

        VWGoA objects to Request for Admission No. 6 on the ground that it would require
VWGoA to admit or deny based on information that is in the possession, custody, or control of
third parties. VWGoA further objects to the extent that the Request purports to require VWGoA
to draw legal conclusions. VWGoA further objects to this Request as vague, ambiguous and
undefined insofar as it fails to define or explain the phrases “emission control equipment,”
“lowered emissions,” and “actual driving conditions.” VWGoA further objects to this Request to
the extent it purports to expand the definitions set forth in 40 C.F.R. § 1803 01. Finally, VWGoA
also objects to the extent the Request seeks information that is protected from disclosure by the
attorney-client privilege, the work-product doctrine or any other applicable privilege or
immunity.


7.     You sold in the State of Texas Affected Vehicles with 2.0 Liter TDI engines.

RESPONSE: VWGoA admits this Request to the extent it sold Affected Vehicles solely to
authorized VW and Audi dealerships in the State of Texas.


8.     You sold in the State of Texas Affected Vehicles with 3.0 Liter TDI engines.

RESPONSE: VWGoA admits this Request to the extent it sold Affected Vehicles solely to
authorized VW and Audi dealerships in the State of Texas.


9.     You offered for sale in the State of Texas Affected Vehicles with 2.0 Liter TDI
engines.

RESPONSE: VWGoA admits this Request to the extent it offered for sale Affected Vehicles
solely to authorized VW and Audi dealerships in the State of Texas.




DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S SECOND AMENDED
RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS                         PAGE 10
10.    You offered for sale in the State of Texas Affected Vehicles with 3.0 Liter TDI
engines.

RESPONSE: VWGoA admits this Request to the extent it offered for sale Affected Vehicles
solely to authorized VW and Audi dealerships in the State of Texas.


11.    You leased in the State of Texas Affected Vehicles with 2.0 Liter TDI engines.

RESPONSE: VWGoA denies this Request.


12.    You leased in the State of Texas Affected Vehicles with 3.0 Liter TDI engines.

RESPONSE: VWGoA denies this Request.


13.    You offered for lease in the State of Texas Affected Vehicles with 2.0 Liter TDI
engines.

RESPONSE: VWGoA denies this Request.


14.    You offered for lease in the State of Texas Affected Vehicles with 3.0 Liter TDI
engines.

RESPONSE: VWGoA denies this Request.


15.    As of June 3, 2016 you have not disabled or removed emission control equipment
from the Affected Vehicles with 2.0 Liter TDI engines that was designed or modified so that
the emission control equipment resulted in lowered emissions during emission testing
procedures when compared to actual driving conditions when operated on Texas streets,
roads, and/or highways.

RESPONSE:

      VWGoA objects to Request for Admission No. 15 on the grounds that it is vague,
ambiguous and undefined insofar as it fails to define or explain the phrases “emission control
equipment,” “lowered emissions,” “actual driving conditions,” “disabled” and “removed.”


16.    As of June 3, 2016, you have not disabled or removed emission control equipment
from the Affected Vehicles with 3.0 Liter TDI engines that was designed or modified so that
the emission control equipment resulted in lowered emissions during emission testing
procedures when compared to actual driving conditions when operated on Texas streets,


DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S SECOND AMENDED
RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS                      PAGE 11
roads, and/or highways.

RESPONSE:

       VWGoA objects to Request for Admission No. 16 on the grounds that it is vague,
ambiguous and undefined insofar as it fails to define or explain the phrases “lowered emissions,”
and “actual driving conditions.”




DEFENDANT VOLKSWAGEN GROUP OF AMERICA, INC.’S SECOND AMENDED
RESPONSES AND OBJECTIONS TO PLAINTIFF’S REQUESTS FOR ADMISSIONS                         PAGE 12
EXHIBIT H
October 17, 2016
Via email
Mr. C. Vernon Hartline, Jr.
Hartline Dacus Barger Dreyer LLP
8750 N. Central Expy., Ste. 1600
Dallas, Texas 75231
Re:   In Re Volkswagen Clean Diesel Litigation: TCAA Enforcement Cases, Cause
      No. D-1-GN-16-000370, pending in the 353rd District Court of Travis County,
      Texas
Dear Mr. Hartline:
We have had the opportunity to review your Second Amended Responses to the
State’s First Set of Interrogatories and Requests for Admissions. Despite the
amendments, VWGoA’s responses remain deficient. We have written multiple letters
regarding this issue, yet many of the same deficiencies remain unaddressed. In this,
our third letter, I will again address the specific deficiencies in your responses:
I.    General Objections
      a.         Privilege— As a preliminary matter, VWGoA continues to object on the
                 basis of privilege in contravention of Rule 193.2(f) of the Texas Rules of
                 Civil Procedure, which states that parties should not object to written
                 discovery on the basis of privilege, but rather they should comply with
                 Rule 193.3. Please remove these objections, describe any materials being
                 withheld under these privileges, and specify which privilege you believe
                 apply, in accordance with Tex. R. Civ. P. 193.3.
      b.         Objections Based on Internal Investigation—VWGoA objects
                 generally and in several responses on the basis of an ongoing internal
                 “investigation commissioned by the Supervisory Board of Volkswagen
                 AG.” The facts concerned in these requests existed long before the
                 formation of this internal investigation by Volkswagen AG, and a
                 subsequent investigation does not cast a protective privilege blanket
                 over their existence. This is not a valid objection and we request that
                 you withdraw all such objections and provide a substantive response.




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Mr. C. Vernon Hartline                                                     Page 2 of 3


II.    Interrogatories

       a.    VWGoA’s Responses to Interrogatories 1-4—, The documents
             referenced in your response do not contain all of the requested
             information, as such they are incomplete. VWGoA should provide
             complete responses to these interrogatories. VWGoA also should remove
             its objections to the relevance of these requests because the facts
             concerned are clearly relevant to the litigation. The State also requests
             the removal of objections that suggest the interrogatory calls for
             personal information relating to VWGoA’s customers because it does
             not. Further, VWGoA fails to identify which parts of the request it
             believes calls for personal information relating to its customers.
       b.    VWGoA’s Responses to Interrogatories 6 and 7—While the rules do
             permit production of documents in lieu of an answer, you must actually
             produce those documents. Please provide the requested documents as
             required.
       c.    VWGoA’s Response to Interrogatory 8—VWGoA’s response contains
             a non-sequitur objection that the Interrogatory “expands” 40 C.F.R.
             § 1803-01, a regulation that is not related to the Interrogatory or any
             Definition in the Requests. We request that this objection be removed.
       d.  VWGoA’s Responses to Interrogatories 13 and 14—Tex. R. Civ. P.
           197.1 requires a party to provide information about specific factual or
           legal assertions when asked in an interrogatory. VWGoA’s responses
           offer only to “state in detail and provide factual support for its legal
           argument when it moves the Court” to have its motion heard. Such a
           response is non-responsive and incomplete. A promise to respond to an
           interrogatory at an undisclosed future date is insufficient to comply with
           the rules. The State is also entitled to know the basis for your defense
           because you have pleaded it. The State is not required to wait for that
           information until Defendants actually “moves the Court.”
III.   Requests for Admission
             VWGoA’s Response to Requests for Admission 1-6—Several of
             VWGoA’s responses continue to contain non-sequitur objections that the
             Requests “expand” 40 C.F.R. § 1803-01, a regulation that is not related
             to the Request or any Definition in the Request. We request that these
             objections be removed and that you provide a response.
       We are happy to discuss our continuing concerns with you. However, we have
       now written multiple letters addressing these matters. Thus we intend to
Mr. C. Vernon Hartline                                                  Page 3 of 3


      address these matters with the Court if they are not resolved. Please let us
      know if you wish to schedule a call to further discuss these matters.


                                     Sincerely,
                                     /s/Patrick K. Sweeten
                                     Patrick K. Sweeten
                                     Senior Counsel for Civil Litigation
                                     Office of the Texas Attorney General
                                     Patrick.Sweeten@texasattorneygeneral.gov
                                     Telephone: (512) 463-4139
                                     Facsimile: (512) 936-0545
EXHIBIT I
November 18, 2016
Via email
Mr. C. Vernon Hartline, Jr.
Hartline Dacus Barger Dreyer LLP
8750 N. Central Expy., Ste. 1600
Dallas, Texas 75231
Re:      In Re Volkswagen Clean Diesel Litigation: TCAA Enforcement Cases, Cause
         No. D-1-GN-16-000370, pending in the 353rd District Court of Travis County,
         Texas
Dear Mr. Hartline:
We received your letter of October 25, 2016.
Your letter fails to address a single concern related to VWGoA’s Responses to the
State’s Request for Production as outlined in our October 17, 2016 letter.
While your letter purports to address some issues raised in VWGoA’s Second
Amended Responses to the State’s First Set of Interrogatories and Requests for
Admissions, your client’s responses remain inadequate. Therefore, we write again to
raise our concerns regarding VWGoA’s Responses to VWGoA’s Second Amended
Responses to the State’s First Set of Interrogatories and Requests for Admissions and
the State’s Requests for Production.
Our specific concerns regarding VWGoA’s Responses to VWGoA’s Second Amended
Responses to the State’s First Set of Interrogatories and Requests for Admissions
include the following:
      VWGoA’s Responses to Interrogatories 6 and 7: You indicated that
      documents in the VW Repository are responsive. To the extent that your
      responses attempt to incorporate by reference any documents previously produced
      in the Federal MDL proceeding, the State seeks the following information:
         •       Provide reference to specific documents, by bates label, which you believe
                 to be responsive to that particular Request;
         •       If it is your position that any of the State’s Requests are duplicative of any
                 other discovery request in this case, or to a discovery request propounded
                 on that Defendant in the Federal MDL Proceeding, please provide a copy of


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Mr. C. Vernon Hartline                                                      Page 2 of 3


          the request which you believe has been duplicated by the State’s request,
          as required by the Pre-Trial Coordination Order (Paragraph D.4.); and
      •   The reference should not be to a range of documents which may or may not
          be responsive to the request. Instead the reference should include specific
          documents you represent are responsive to the request. Further it is unclear
          why Interrogatories 6 and 7 reference such an excessively large numbers of
          documents.
   VWGoA’s Responses to Interrogatories 1-4 – Our prior letter outlined the
   deficiencies in your responses to Interrogatories 1-4. Those Interrogatories
   request:
          1.   the date of sale,
          2.   the VIN of the Affected Vehicle,
          3.   the name and address of the person who sold the Affected Vehicle, and
          4.   the specific location where the Affected Vehicle was sold.
   Your response provides reference to two documents identified by bates label, each
   of which contain some elements of the requested information. However, neither of
   these documents contain all of the information requested in Interrogatories 1-4.
   In particular, VW-MDL2672-00959069 fails to provide:
          1. the address of the person who sold the Affected Vehicle, and
          2. the specific location where the Affected Vehicle was sold. While the state
             is provided, please provide an address of the dealership of original sale.
   Further, the second referenced document, VW-MDL2672-06547090 fails to
   provide:
          1. the name and address of the person who sold the vehicle, and
          2. the specific location where the Affected Vehicle was sold.
The information requested above is discoverable, and you have not justified VWGoA’s
failure to provide the information.
As noted, since you have not addressed our October 17, 2016 letter, we also request
VWGoA’s Responses to the State’s Request for Production.
The State has attempted to amicably address discovery matters in its letters of
September 13, September 21, and October 17. In each of those letters we have
requested a conference call to discuss these matters. You have not accepted any of
those dates.
Paragraph G.1. of the Pre-Trial Coordination Order entered in this MDL requires a
voice-to-voice conference before the filing of a discovery motion, except in the case
that a party has been unable to achieve such a conference after reasonable efforts.
Mr. C. Vernon Hartline                                                    Page 3 of 3


In light of that requirement, we request a conference to discuss these matters at any
of the following times:
Monday, November 21 at 1 p.m.
Tuesday, November 22nd at 2:00pm
Wednesday, November 23rd at 10 a.m.
 Let me know which one of the above dates will work for you. We can send you dialing
instructions for the call.


                                       Sincerely,
                                       /s/Patrick K. Sweeten
                                       Patrick K. Sweeten
                                       Senior Counsel for Civil Litigation
                                       Office of the Texas Attorney General
                                       Patrick.Sweeten@texasattorneygeneral.gov
                                       Telephone: (512) 463-4139
                                       Facsimile: (512) 936-0545
