**Before the**

**Federal Communications Commission**

**Washington, D.C. 20554**

+----------------------------------+---+------------------------------+
| In the Matter of                 | * | WT Docket No. 05-339         |
|                                  | * |                              |
| Applications of Midwest Wireless | ) | File No. 0002532959          |
| Holdings, L.L.C. and ALLTEL      | * |                              |
| Communications, Inc.             | * |                              |
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| For Consent to Transfer Control  | * |                              |
| of Licenses and Authorizations   | * |                              |
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| File Nos. 0002391997, *et al.*   | * |                              |
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| Application of Great Western     | * |                              |
| Cellular Partners, L.L.C. and    | ) |                              |
| ALLTEL Communications, Inc.      | * |                              |
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| For Consent to Transfer Control  |   |                              |
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+----------------------------------+---+------------------------------+

**MEMORANDUM OPINION AND ORDER**

**Adopted:** October 2, 2006 **Released:** October 2, 2006

By the Commission: Commissioner Copps issuing a statement.

Table of Contents

Heading Paragraph \#

I. Introduction 1

II\. Background 4

A. Description of Applicants 4

1\. ALLTEL Corporation 4

2\. Midwest Wireless 6

3\. Great Western and GWC Holdings 7

B. Description of Transactions 8

1\. ALLTEL-Midwest Wireless 8

2\. ALLTEL-Great Western 10

C. Application Review Process 11

1\. Commission Review Process 11

2\. Department of Justice Review Process 14

III\. Standard of Review and Public Interest Framework 16

IV\. Competitive Analysis 21

A. Market Definition 26

1\. Product Market Definition 26

2\. Geographic Market Definition 28

3\. Input Market for Spectrum 31

4\. Market Participants 32

B. Initial Screen 34

C. Horizontal Issues 44

1\. Unilateral Effects 47

2\. Coordinated Interaction 60

D. Market-by-Market Evaluation 63

1\. Analytical Standard 63

2\. Results of Analysis 65

E. Roaming 98

1\. Background 98

2\. Discussion 103

F. Public Interest Benefits 105

1\. Analytical Framework 107

2\. Discussion 110

3\. Conclusion 118

V. CONDITIONS/REMEDIES 119

A. Operating Unit Divestitures 122

B. Operation of Divestitures 123

VI\. Conclusion 130

VII\. Ordering Clauses 131

Appendix -- Analysis of Combined Minnesota 11-Goodhue (CMA492) and
Rochester, MN (CMA288)

# Introduction

1.  In this Order, we consider applications filed by Midwest Wireless
    Holdings, L.L.C. ("Midwest Wireless") and ALLTEL Communications,
    Inc. ("ACI"), a wholly-owned subsidiary of ALLTEL Corporation
    ("ALLTEL") (collectively, the "Applicants"), for consent to transfer
    control of all licenses and authorizations held by subsidiaries of
    Midwest Wireless to ALLTEL.[^1] The Applicants generally seek
    Commission approval of the transfer of control to ALLTEL of the
    Midwest Subsidiaries, which hold licenses for Part 22 Cellular
    Radiotelephone Service ("cellular"), Part 24 Personal Communications
    Service ("PCS"), Part 101 Common Carrier Fixed Point-to-Point
    Microwave Service, Part 101 39 GHz Service, and Part 101 Local
    Multipoint Distribution Service. Additionally, the Applicants seek
    consent to the transfer of control of three international section
    214 authorizations from subsidiaries of Midwest Wireless to ALLTEL.
    In a related matter, we consider an application for consent to
    transfer control of Great Western Cellular Holdings, L.L.C. ("GWC
    Holdings") and the one cellular license it holds from its
    controlling entity, Great Western Cellular Partners, L.L.C. ("Great
    Western"), to WWC Holding Co., Inc. ("WWC"), a wholly-owned
    subsidiary of ALLTEL.[^2]

2.  Pursuant to sections 214(a) and 310(d) of the Communications Act of
    1934, as amended ("Communications Act"),[^3] we must determine
    whether the Applicants have demonstrated that the proposed
    acquisition of Midwest Wireless would serve the public interest,
    convenience, and necessity. Based on the record before us, we find
    that the Applicants have generally met that burden. Competitive harm
    is unlikely in most mobile telephony markets involved in the
    proposed transaction, primarily because of the complementary
    footprints of ALLTEL and Midwest Wireless. In five markets, however,
    the proposed transaction would result in the combination of
    overlapping mobile telephony coverage and services. Thus, the
    proposal required us to conduct a market-by-market competitive
    analysis examining the potential consequences of increasing both
    ALLTEL's spectrum holdings and its market share in those markets. We
    determine that in four of those five markets likely competitive
    harms exceed the likely benefits of the transaction. In these areas,
    we impose narrowly tailored conditions that will effectively remedy
    the potential for these particular harms.

3.  Similarly, pursuant to section 310(d) of the Communications Act, we
    must determine whether the proposed acquisition of GWC Holdings by
    WWC, a wholly-owned subsidiary of ALLTEL, would serve the public
    interest, convenience and necessity. Based on the record before us,
    we find that Great Western, GWC Holdings, and ALLTEL have generally
    met that burden. Although this proposed transfer of control does not
    independently raise any competitive issues, it must be considered in
    conjunction with the ALLTEL-Midwest Wireless transaction, since both
    transactions would result in ALLTEL's acquisition of overlapping
    spectrum and market share in the Minnesota 11 -- Goodhue Rural
    Service Area ("Minnesota 11 RSA"). We determine that the cumulative
    effective of both transactions would not result in competitive harms
    and we therefore impose no conditions with regard to the Minnesota
    11 RSA in approving either of the two transactions.

# Background

## Description of Applicants

### ALLTEL Corporation

4.  ALLTEL is a publicly-traded Delaware corporation, headquartered in
    Little Rock, Arkansas.[^4] It provides wireless telecommunications
    services through its licensee subsidiaries, including ACI and
    WWC.[^5] ALLTEL provides wireless communications services to
    approximately 11 million wireless customers in 35 states.[^6] ALLTEL
    owns a majority interest in wireless operations in 116 Metropolitan
    Statistical Areas ("MSAs"), covering a total aggregate population
    ("POPs") of approximately 47.4 million, and a majority interest in
    233 Rural Service Areas ("RSAs"), representing approximately 28.5
    million POPs.[^7] As of December 31, 2005, ALLTEL had an overall
    penetration rate of 14 percent in those markets where it is
    providing service.[^8] Further, ALLTEL owns minority interests in 23
    other wireless markets, including the Chicago, Illinois and Houston,
    Texas MSAs.[^9] ALLTEL has entered into roaming agreements with
    other wireless carriers that allow ALLTEL to provide its customers a
    wireless services footprint that covers approximately 95 percent of
    the United States population.[^10]

5.  ALLTEL sells messaging packages that allow customers to send and
    receive any combination of text, picture, or video messages for a
    flat-rate monthly price.[^11] ALLTEL uses Code Division Multiple
    Access ("CDMA") technology, including 1XRTT and EV-DO, to serve its
    customers.[^12] As of December 30, 2005, over 90 percent of ALLTEL's
    service area was equipped with 1XRTT technology, allowing customers
    to use Blackberry® products and a wide range of messaging and data
    services.[^13] Also as of that date, ALLTEL had rolled out EV-DO
    technology in 12 markets (covering 20 percent of ALLTEL's POPs),
    enabling customers to download music, pictures, games, and other
    applications to smart phones and other data-enabled devices.[^14]
    ALLTEL expects to have EV-DO in 60 percent of its markets by the end
    of 2006.[^15] ALLTEL has also launched MobiTV^®^, allowing customers
    to watch live television on CDMA EV-DO handsets. [^16]

### Midwest Wireless

6.  Midwest Wireless, a Delaware limited liability company headquartered
    in Mankato, Minnesota, is a regional wireless service provider.[^17]
    It is privately owned by a group of independent telephone
    companies.[^18] Midwest Wireless employs CDMA to offer wireless
    voice and data services, including mobile Internet access on phones
    and wireless devices over a network that covers a population of
    approximately 2 million people.[^19] It has more than 400,000
    customers in southern Minnesota, northern and eastern Iowa, and
    western Wisconsin.[^20] In select areas, Midwest Wireless also
    offers wireless broadband Internet services for homes and
    businesses.[^21] In addition, Midwest Wireless offers customers the
    ability to combine their wireless and traditional phone
    services.[^22]

### Great Western and GWC Holdings

7.  Great Western is a privately-held limited liability company
    headquartered in Chesterfield, Montana.[^23] Great Western holds the
    cellular A-Block license in the Minnesota 11 RSA through a licensee
    subsidiary, GWC Holdings.[^24] On May 25, 2005, Great Western and
    WWC entered into an "Agreement for Purchase of Interests" ("Purchase
    Agreement") whereby WWC acquired a 49.9 percent limited liability
    company membership interest in GWC Holdings. Great Western and WWC
    simultaneously entered into a Short-Term Spectrum Manager Lease
    Agreement to allow WWC to manage and utilize GWC Holdings' spectrum
    usage rights.[^25] Consequently, Great Western does not provide its
    own facilities-based service. Prior to this leasing arrangement,
    Great Western offered limited facilities-based roaming services to
    Time Division Multiple Access ("TDMA") and Global System for Mobile
    Communications ("GSM") customers within its licensed area.[^26]

## Description of Transactions

### ALLTEL-Midwest Wireless

8.  ALLTEL and Midwest Wireless executed a "Transaction Agreement" dated
    November 17, 2005 ("Agreement").[^27] Under the terms of the
    Agreement, ALLTEL would acquire control of the Midwest Subsidiaries,
    including their customers, network assets, and FCC licenses, for
    \$1.075 billion in cash.[^28] The Agreement would be effectuated by
    transferring all membership interests in each of the Midwest
    Subsidiaries to ACI (or other designated ALLTEL subsidiary).[^29] In
    the alternative, the parties may choose to merge Midwest Wireless
    with a newly formed ALLTEL subsidiary. Under either scenario, the
    Midwest Subsidiaries would become wholly-owned indirect subsidiaries
    of ACI and thus ALLTEL.[^30]

9.  Under the terms of the Agreement, ALLTEL would acquire cellular and
    PCS spectrum covering approximately 2 million potential customers
    and would expand into Minnesota, Iowa and Wisconsin.[^31] As
    proposed, the merged company would have a total wireless customer
    base of approximately 11.5 million customers in 35 states.[^32]

### ALLTEL-Great Western

10. Pursuant to the terms of the Purchase Agreement, Great Western was
    granted a put right to require WWC to purchase the remaining 50.1
    percent interest in GWC Holdings.[^33] Great Western has chosen to
    exercise its put right and now seeks Commission consent for the
    transfer of control of GWC Holdings to WWC.[^34] Upon consummation,
    GWC Holdings will be a wholly-owned direct subsidiary of WWC and a
    wholly-owned indirect subsidiary of ALLTEL.[^35]

## Application Review Process

### Commission Review Process

11. *ALLTEL-Midwest Wireless*. On December 2, 2005, pursuant to section
    310(d) of the Communications Act,[^36] ALLTEL and Midwest Wireless
    filed four applications seeking consent to the proposed transfer of
    control of licenses held by the Midwest Subsidiaries to ACI.[^37]
    Pursuant to section 214 of the Communications Act,[^38] ALLTEL and
    Midwest Wireless also filed three international section 214
    applications seeking Commission approval of the transfer of control
    of international section 214 authorizations from subsidiaries of
    Midwest Wireless to ACI.[^39] On December 30, 2005, the Commission
    released a Public Notice seeking public comment on the proposed
    transaction.[^40] In response to the Comment Public Notice, the
    Commission received one petition to deny the applications and one
    comment recommending that the applications not be approved without
    certain divestitures.[^41]

12. The Wireless Telecommunications Bureau ("Bureau") adopted a
    protective order, dated February 6, 2006, pursuant to which the
    Applicants and third parties would be allowed to review confidential
    or proprietary documents submitted in the proceeding.[^42] The
    Bureau also released a public notice announcing the Commission's
    intent to provide the United States Department of Justice ("DOJ")
    access to information contained in the Numbering Resource
    Utilization and Forecast ("NRUF") reports filed by wireless
    telecommunications carriers as well as disaggregated,
    carrier-specific local number portability ("LNP") data related to
    wireless telecommunications carriers.[^43] The Bureau also announced
    by public notice that the NRUF and LNP reports would be placed into
    the record,[^44] subject to a separate protective order ("NRUF
    Protective Order").[^45] On May 9, 2006, ALLTEL requested access to
    the NRUF reports and LNP data for the purpose of granting its
    outside counsel access to the data.[^46] The Commission placed the
    NRUF and LNP reports into the record, pursuant to the NRUF
    Protective Order. The NRUF report was provided to ALLTEL's counsel
    on September 6, 2006.[^47]

13. *ALLTEL-Great Western*. On March 21, 2006, pursuant to section
    310(d) of the Communications Act,[^48] ALLTEL and Great Western
    filed an application seeking consent to the proposed transfer of
    control of one cellular license held by Great Western's subsidiary,
    GWC Holdings, to WWC.[^49] This application was placed on Public
    Notice on March 22, 2006 with a fourteen-day comment period.[^50] In
    response to the Public Notice, the Commission received one petition
    to deny this application.[^51]

### Department of Justice Review Process

14. The Antitrust Division of the Department of Justice reviews
    telecommunications mergers pursuant to section 7 of the Clayton Act,
    which prohibits mergers that are likely to substantially lessen
    competition.[^52] The Antitrust Division's review is limited solely
    to an examination of the competitive effects of the acquisition,
    without reference to national security, law enforcement, or other
    public interest considerations. The Antitrust Division reviewed the
    proposed merger between ALLTEL and Midwest Wireless.[^53] As a
    result of its analysis, DOJ concluded that the proposed merger was
    likely to result in competitive harm in certain markets,[^54] and
    entered into a settlement with the Applicants designed to address
    its competitive concerns.[^55] Thus, DOJ, along with the State of
    Minnesota, filed on September 7, 2006, a Preservation of Assets
    Stipulation and a Preservation of Assets Order with the United
    States District Court for the District of Minnesota ("District
    Court"),[^56] and the parties jointly filed a proposed Final
    Judgment with the District Court.[^57] DOJ will allow the merger to
    proceed subject to the Applicants' divestiture of business units in
    four markets.[^58]

15. Under the terms of the settlement between the Applicants and DOJ,
    ALLTEL has agreed to transfer control of certain cellular licenses
    and related operational and network assets (including certain
    employees, retail sites, and subscribers) in four southern Minnesota
    markets where the Applicants have overlapping service areas.[^59]
    The four markets in which the Applicants will divest the existing
    ALLTEL cellular systems are: Minnesota 7-Chippewa (CMA488)
    ("Minnesota 7 RSA"), Minnesota 8-Lac qui Parle (CMA489) ("Minnesota
    8 RSA"), Minnesota 9-Pipestone (CMA490) ("Minnesota 9 RSA"), and
    Minnesota 10-Le Sueur (CMA491) ("Minnesota 10 RSA").[^60] These
    assets will be transferred to the court-appointed management trustee
    ("Management Trustee"), who will manage them while ALLTEL seeks a
    third-party buyer.[^61] ALLTEL has a period of 120 days from
    consummation of the transaction (which can be extended for up to 60
    days) to sell the assets to a third-party buyer or divest the assets
    to a divestiture trustee ("Divestiture Trustee"), who will both
    manage and market the assets for sale to a third party.[^62] Under
    the settlement agreement, DOJ, the State of Minnesota, and the
    Management Trustee also will permit ALLTEL (which will remain the
    *de jure* holder of the spectrum) the right for a period of up to 30
    days to use 2.5 MHz of the divested cellular spectrum in each of the
    four RSAs to permit ALLTEL to transition its GSM operations to
    spectrum that will not be divested.[^63]

# Standard of Review and Public Interest Framework

16. Pursuant to sections 214(a) and 310(d) of the Communications Act,
    the Commission must determine whether the applicants involved with
    each proposed transaction have demonstrated that the respective
    proposed transfers of control of licenses and authorizations would
    serve the public interest, convenience, and necessity.[^64] In
    applying our public interest test, we must assess whether the
    proposed transactions comply with the specific provisions of the
    Communications Act,[^65] the Commission's rules, and federal
    communications policy.[^66] If a proposed transaction would not
    violate a statute or rule, the Commission considers whether it could
    result in public interest harms by substantially frustrating or
    impairing the objectives or implementation of the Communications Act
    or related statutes.[^67] The Commission then employs a balancing
    test weighing any potential public interest harms of a proposed
    transaction against any potential public interest benefits to ensure
    that, on balance, the proposed transaction will serve the public
    interest.[^68] The applicants involved with each transaction bear
    the burden of proving, by a preponderance of the evidence, that the
    proposed transaction, on balance, serves the public interest.[^69]
    If we are unable to find that the proposed transaction serves the
    public interest for any reason, or if the record presents a
    substantial and material question of fact, section 309(e) of the Act
    requires that we designate the application for hearing.[^70]

17. Among the factors the Commission considers in its public interest
    review is whether the applicant for a license has the requisite
    "citizenship, character, financial, technical, and other
    qualifications."[^71] Therefore, as a threshold matter, the
    Commission must determine whether the applicants to each proposed
    transfer of control before us meet the requisite qualifications to
    hold and transfer licenses under section 310(d) of the Act and the
    Commission's rules.[^72] In making this determination, the
    Commission does not, as a general rule, re-evaluate the
    qualifications of transferors unless issues related to basic
    qualifications have been designated for hearing by the Commission or
    have been sufficiently raised in petitions to warrant designation
    for hearing.[^73] Conversely, section 310(d) obligates the
    Commission to consider whether the proposed transferee is qualified
    to hold Commission licenses.[^74] When evaluating the qualifications
    of a potential licensee, the Commission previously has stated that
    it will review allegations of misconduct directly before it,[^75] as
    well as conduct that takes place outside of the Commission.[^76] In
    this proceeding, no issues have been raised with respect to the
    basic qualifications of ALLTEL, Midwest Wireless, or Great Western
    (and their respective affiliates involved in each of the proposed
    transactions), all of whom previously have been found qualified to
    hold FCC licenses. Thus, we find that, at this time, there is no
    reason to reevaluate the qualifications of ALLTEL, Midwest Wireless,
    and Great Western.

18. Our public interest evaluation necessarily encompasses the "broad
    aims of the Communications Act,"[^77] which include, among other
    things, a deeply rooted preference for preserving and enhancing
    competition in relevant markets, accelerating private sector
    deployment of advanced services, ensuring a diversity of license
    holdings, and generally managing the spectrum in the public
    interest.[^78] Our public interest analysis may also entail
    assessing whether the proposed transaction will affect the quality
    of communications services or will result in the provision of new or
    additional services to consumers.[^79] In conducting this analysis,
    the Commission may consider technological and market changes, and
    the nature, complexity, and speed of change of, as well as trends
    within, the communications industry.[^80]

19. In determining the competitive effects of the proposed merger, our
    analysis is informed by, but not limited to, traditional antitrust
    principles.[^81] The Commission and DOJ each have independent
    authority to examine telecommunications mergers, but the standards
    governing the Commission's review differ from those of DOJ.[^82] DOJ
    reviews mergers pursuant to section 7 of the Clayton Act, which
    prohibits mergers that are likely to lessen competition
    substantially in any line of commerce.[^83] The Commission, on the
    other hand, is charged with determining whether the transfer of
    licenses serves the broader public interest.[^84] In the
    communications industry, competition is shaped not only by antitrust
    rules, but also by the regulatory policies that govern the
    interactions of industry players.[^85] In addition to considering
    whether the merger will reduce existing competition, therefore, we
    also must focus on whether the merger will accelerate the decline of
    market power by dominant firms in the relevant communications
    markets and the merger's effect on future competition.[^86] We also
    recognize that the same consequences of a proposed merger that are
    beneficial in one sense may be harmful in another.[^87] For
    instance, combining assets may allow the merged entity to reduce
    transaction costs and offer new products, but it may also create
    market power, create or enhance barriers to entry by potential
    competitors, and create opportunities to disadvantage rivals in
    anticompetitive ways.[^88]

20. Our public interest authority also enables us to impose and enforce
    narrowly tailored, transaction-specific conditions that ensure that
    the public interest is served by the transaction.[^89] Section
    303(r) of the Communications Act authorizes the Commission to
    prescribe restrictions or conditions not inconsistent with law that
    may be necessary to carry out the provisions of the Act.[^90]
    Similarly, section 214(c) of the Act authorizes the Commission to
    attach to the certificate "such terms and conditions as in its
    judgment the public convenience and necessity may require."[^91]
    Indeed, unlike the role of antitrust enforcement agencies, our
    public interest authority enables us to impose and enforce
    conditions to ensure that the transaction will, overall, serve the
    public interest.[^92] Despite broad authority, the Commission has
    held that it will impose conditions only to remedy harms that arise
    from the transaction (*i.e.*, transaction-specific harms)[^93] and
    that are related to the Commission's responsibilities under the
    Communications Act and related statutes.[^94] Thus, we will not
    impose conditions to remedy pre-existing harms or harms that are
    unrelated to the transaction.[^95]

# Competitive Analysis

21. Initially, we note that the proposed transfer of control of GWC
    Holdings to ALLTEL proposes the acquisition of spectrum and services
    in the Minnesota 11 RSA that overlap with the proposed transfer of
    control of the Midwest Subsidiaries to ALLTEL in the same market. We
    therefore consider this application in the context of our analysis
    of the competitive effects of the ALLTEL-Midwest transaction.[^96]

22. In our analysis of the proposed ALLTEL-Midwest Wireless horizontal
    merger, we consider effects related to increased concentration
    within the mobile telephony market. Horizontal mergers lead to a
    loss of a competitor, and such loss can lead to reduced competition.
    Mergers raise competitive concerns when they reduce the availability
    of choices to the point that the merged firm has the incentive and
    the ability, either by itself or in coordination with other firms,
    to raise prices.[^97] The ability to raise prices above competitive
    levels is generally referred to as "market power." Market power may
    also enable sellers to reduce competition on dimensions other than
    price, including innovation and service quality.[^98] A fundamental
    tenet of the Commission's public interest review is that, absent
    significant offsetting efficiencies or other public interest
    benefits, a transaction that creates or enhances significant market
    power or facilitates its use is unlikely to serve the public
    interest.[^99]

23. A horizontal merger is unlikely to create or enhance market power or
    facilitate its exercise unless the transaction significantly
    increases concentration and results in a concentrated market,
    properly defined and measured.[^100] Transactions that do not
    significantly increase concentration or do not result in a
    concentrated market ordinarily require no further competitive
    analysis.[^101] Market concentration is generally measured by the
    Herfindahl-Hirschman Index ("HHI"), and changes in concentration are
    measured by the change in the HHI.[^102] However, HHI data provide
    only the beginning of the analysis.[^103] The Commission then
    examines other market factors that pertain to competitive effects,
    including the incentive and ability of other firms to react and of
    new firms to enter the market.[^104] Ultimately, the Commission must
    assess whether it is likely that the merged firm could exercise
    market power in any particular market.[^105]

24. Mergers can diminish competition and firms can exercise market power
    in a number of ways.[^106] A merger may create market power in a
    single firm and allow that firm to act on its own in raising prices,
    lowering quality, reducing innovation, or restricting deployment of
    new technologies or services.[^107] A merger may also diminish
    competition if it makes the firms selling in the market more likely
    to engage in a coordinated manner that harms consumers, such as
    tacit or express collusion.[^108] The effects of such coordinated
    behavior may include increased prices, reduced number of minutes in
    a given price plan, degraded output quality, or some combination of
    these effects.[^109] It may also include adverse effects such as
    reduced innovation and restricted deployment of new technologies and
    services.[^110]

25. We begin by determining the appropriate market definitions to employ
    for the analysis, as well as identifying relevant market
    participants.[^111] We then measure the degree of market
    concentration.[^112] Next, we consider the possible competitive
    harms that could occur due to a significant increase in market
    concentration or market power.[^113]

## Market Definition

### Product Market Definition

26. We adopt the same product market definition as applied by the
    Commission in its recent wireless merger orders, the *Sprint-Nextel
    Order, ALLTEL-Western Wireless* *Order,* and *Cingular-AT&T Wireless
    Order.* In these orders, the Commission found that there are
    separate relevant product markets for interconnected mobile voice
    services and mobile data services, and also for residential services
    and enterprise services.[^114] Nevertheless, it analyzed all of
    these product markets under the combined market for mobile telephony
    service.[^115] Based on consideration of various factors, including
    the nature of these services and their relationship with each other,
    the Commission found that this approach provided a reasonable
    assessment of any potential competitive harm resulting from the
    transactions under review.[^116] In their Application, ALLTEL and
    Midwest Wireless endorse this approach in the context of their
    proposed transaction.[^117] Neither the petitioner nor the sole
    commenter challenged this product market definition in their
    submissions. Accordingly, we will use the same product market
    definition in this analysis.

27. For purposes of the ALLTEL-Midwest Wireless transaction, we do not
    define separate product markets for nationwide and local/regional
    carrier calling plans. As discussed in the *Sprint-Nextel Order,
    ALLTEL-Western Wireless* *Order*, and *Cingular-AT&T Wireless
    Order*, we take into account that local/regional plans are
    differentiated from nationwide plans, and thus firms that can
    provide only local/regional plans may not have the same competitive
    role as firms offering nationwide service plans.[^118] Also, we will
    not treat retail and wholesale as separate markets for purposes of
    analyzing this transaction.[^119]

### Geographic Market Definition

28. We find that the relevant geographic market for analyzing the
    competitive effect of the ALLTEL-Midwest Wireless transaction on
    mobile telephony is local. As discussed below, this finding is based
    on the observation that consumers obtain their wireless service in a
    local area, not on a national basis.

29. In the *Sprint-Nextel Order, ALLTEL-Western Wireless* *Order* and
    *Cingular-AT&T Wireless Order,* the Commission used the
    "hypothetical monopolist test" and found that the relevant
    geographic markets are local, are larger than counties, may
    encompass multiple counties and, depending on the consumer's
    location, may even include parts of more than one state.[^120] The
    Commission in these orders identified two sets of geographic areas
    that may be used to define local markets---Component Economic Areas
    ("CEAs") and Cellular Market Areas ("CMAs").[^121] In their
    Application, ALLTEL and Midwest Wireless support the use of these
    two types of local markets. [^122] U.S. Cellular acknowledges that
    the Commission used data for CEAs and CMAs to review the competitive
    effects in the *ALLTEL-Western Wireless Order*, but also claims that
    "it is clear that in its substantive analysis the Commission
    considered smaller, more localized markets where appropriate."[^123]
    U.S. Cellular further asserts that "\[a\]s it did in its
    investigation of the ALLTEL-Western Wireless merger, the Commission
    should consider whether smaller geographic markets exist and whether
    the proposed transaction is anticompetitive in any such
    market."[^124]

30. For the proposed transactions at issue here, we determine that the
    geographic market is the area within which a consumer is most likely
    to shop for mobile telephony service. For most individuals, this
    will be a local area, as opposed to a larger regional or nationwide
    area. As discussed in the *Sprint-Nextel Order, ALLTEL-Western
    Wireless* *Order*, and *Cingular-AT&T Wireless Order*, we find that
    the areas within which consumers regularly shop for wireless
    services generally are larger than counties.[^125] Therefore,
    contrary to U.S. Cellular's assertion, we do not find that the
    relevant geographic market is typically as small as a county or a
    subset of CEA or CMA counties. If a hypothetical monopolist were to
    impose a small, non-transitory price increase for mobile telephony
    services (including promotions and handset prices) within a single
    county, we find that it would likely be unprofitable because
    significant numbers of consumers would be able to circumvent the
    higher price by obtaining a reasonably comparable service at a lower
    price in a nearby county.[^126] In performing an analysis of any
    wireless transaction, however, we may examine geographic areas
    smaller than a CEA or CMA in order to understand any competitive
    problems fully and to design targeted remedies if necessary.[^127]

### Input Market for Spectrum

31. In the *Sprint-Nextel Order, ALLTEL-Western Wireless* *Order*, and
    *Cingular-AT&T Wireless Order*, the Commission evaluated whether
    spectrum is within the input market for mobile telephony service by
    examining its suitability for mobile voice service, its physical
    properties, the state of equipment technology, whether the spectrum
    is licensed with a mobile allocation and corresponding service
    rules, and whether the spectrum is committed to another use that
    effectively precludes its uses for mobile telephony.[^128] We find
    that the input market currently includes cellular, PCS, and
    Specialized Mobile Radio ("SMR") spectrum[^129] and currently totals
    approximately 200 MHz of spectrum.[^130]

### Market Participants

32. We find that mobile telephony offered by cellular, PCS, and SMR
    licensees employing various technologies provide the same basic
    voice and data functionality and are indistinguishable to the
    consumer. The Applicants argue that they compete not only with
    facilities-based cellular, PCS, and SMR providers but with other
    market participants as well. These other market participants include
    resellers, satellite providers of interconnected mobile voice
    services, mobile virtual network operators ("MVNOs"), and wireless
    Voice over Internet Protocol ("VoIP") providers.[^131]

33. Generally, consistent with the *Sprint-Nextel Order, ALLTEL-Western
    Wireless* *Order*, and *Cingular-AT&T Wireless Order*, we limit our
    analysis to cellular, PCS, and SMR facilities-based carriers, and
    exclude satellite carriers, wireless VoIP providers, MVNOs, and
    resellers from consideration when computing initial measures of
    market concentration.[^132] Although satellite providers offer
    facilities-based mobile voice and data services, the price of these
    services is currently significantly higher than for services offered
    by cellular, PCS, or SMR carriers.[^133] Therefore, most consumers
    would not view satellite phones as substitutes for mobile telephony.
    We also do not consider wireless VoIP carriers as providing the same
    functionality as mobile telephony providers because the service they
    provide now is nomadic rather than mobile.[^134]

## Initial Screen 

34. Using the same criteria the Commission has used in prior wireless
    industry merger orders to identify markets likely to be adversely
    affected,[^135] we identified the following five markets for
    in-depth analysis of the competitive effects of the proposed
    transactions: Minnesota 7 RSA, Minnesota 8 RSA, Minnesota 9 RSA,
    Minnesota 10 RSA, and Minnesota 11 RSA.

35. We used our NRUF database, which tracks phone number usage by all
    telecommunications carriers, including wireless carriers, to
    estimate market concentration using mobile telephone subscribership
    levels, market shares, and penetration rates for various geographic
    markets.[^136] In calculating market shares and market
    concentration, we analyzed carrier data using two sets of geographic
    areas, CEAs[^137] and CMAs.[^138] As discussed in the
    *ALLTEL-Western Wireless* *Order* and *Cingular-AT&T Wireless
    Order,* both geographic areas are consistent with the local market
    definition the Commission has applied in these recent orders and
    each brings a different perspective to the analysis.[^139] CEAs were
    designed to represent consumers' patterns of normal travel for
    personal and employment reasons[^140] and should replicate areas
    within which groups of consumers would be expected to shop for
    wireless service.[^141] In addition, CEAs generally constitute areas
    within which any service providers present would have an incentive
    to provide relatively ubiquitous service.[^142] CMAs, in turn, are
    the areas in which the Commission initially granted licenses for
    cellular service.[^143] Although license partitioning has altered
    this initial licensing structure in many areas, CMAs continue to
    serve as reasonable areas for determining the number of competitors
    from which consumers may choose, because the Commission's licensing
    programs, to a large extent, have shaped the mobile telephony
    services market by defining the initial areas where carriers were
    able to provide facilities-based service.[^144] As CEAs are derived
    from factors related to consumer demand for mobile telephony
    services and CMAs reflect to some extent the initial supply of
    mobile telephony services, we have found that they are useful
    cross-checks on each other and together help ensure that our
    analysis identifies all local areas that require more detailed
    analysis.[^145]

36. As noted previously, the HHI is used as a measure of market
    concentration.[^146] In order to identify those areas that require
    further examination, we calculated the HHI and the change in HHI
    that would result from the ALLTEL-Midwest Wireless transaction for
    all CEAs and CMAs, consistent with the Commission's practice in its
    recent orders.[^147] As explained below, we examined a market
    further if the post-transaction HHI would be greater than 2800 and
    the change in HHI would be 100 or greater; or if the change in HHI
    would be 250 or greater regardless of the level of the HHI; or if,
    post-transaction, the Applicants would hold 70 MHz or more of
    spectrum.[^148]

37. This analysis follows the general structure of the *DOJ/FTC Merger
    Guidelines* that the Commission applied in prior mobile telephony
    merger orders,[^149] but we chose the HHI concentration thresholds
    based on our observation and evaluation of the current mobile
    telephony market.[^150] We chose initial thresholds of 2800 for the
    HHI and 100 for the change in HHI because a mobile telephony market
    that does not exhibit at least this combined post-merger level of
    concentration will be no more concentrated than at the time of the
    Commission's last congressionally mandated review, which concluded
    the market was effectively competitive.[^151] In addition, we judged
    that a market in which the merger causes a change of less than 100
    in the HHI need not be examined further because, even if the
    post-transaction HHI for such a market would be greater than 2800,
    the loss of a competitor with such a small market share is not
    likely to cause significant, merger-related anticompetitive effects.

38. Application of the initial HHI threshold described above to data
    aggregated by CEA identified four CEAs in southern Minnesota for
    further, in-depth analysis.[^152] In addition, application of the
    same HHI threshold to data aggregated by CMA identified four CMAs
    for closer analysis.[^153] These CMAs cover essentially the same
    area of southern Minnesota identified by the four CEAs.

39. We also examined the impact of the proposed ALLTEL-Midwest Wireless
    transaction on the concentration of spectrum holdings in each
    market. Based on our analysis in previous transactions, we give
    further review to CMAs where, post-transaction, the merged entity
    would have a 10 percent or greater interest in 70 MHz or more of
    cellular and PCS spectrum.[^154] In this case, there are five CMAs
    identified by our spectrum screen and by the Applicants where
    ALLTEL, post-transaction, would have a 10 percent or greater
    interest in 70 MHz or more of spectrum in at least one county in the
    CMA.[^155] These five CMAs include the four CMAs identified by our
    HHI screens, as well as the Minnesota 11 RSA.[^156] The Applicants
    do not provide any subscriber-based concentration or market share
    data for any of the five overlap markets.[^157]

40. U.S. Cellular argues that, since the Applicants only applied the
    spectrum aggregation screen, the Commission should apply the HHI and
    the change in the HHI screens in order to determine whether other
    markets may warrant additional review.[^158] U.S. Cellular provides
    HHIs, changes in HHIs, and market share data for the Five Overlap
    RSAs.[^159] For the Five Overlap RSAs, the U.S. Cellular average
    post-transaction HHI is 6,930, ranging from a minimum value of 5,378
    to a maximum value of 8,517.[^160] Further, the average increase in
    the HHI provided by U.S. Cellular is 1,809, ranging from a minimum
    value of 20 to a maximum of 3,536.[^161] U.S. Cellular argues that
    these concentration measures exceed the thresholds previously used
    by the Commission (a post-merger HHI of 2800 with a change in the
    HHI of 100) and, except for Minnesota 11 RSA, are four to five times
    as high as the Commission's threshold of a change in the HHI of 250
    or more regardless of the post-transaction HHI level.[^162]

41. The U.S. Cellular market share and HHI data for Minnesota 11 RSA
    show an HHI of 6,487 with a change in the HHI of only 20.[^163] U.S.
    Cellular argues that the Commission should disregard this data,
    however, and assume that the change in the HHI in this RSA is much
    larger given ALLTEL's ownership interest in Great Western.[^164]
    U.S. Cellular contends that the Commission should assume that ALLTEL
    is operating a substantial retail business in Minnesota 11 RSA, and
    therefore the transaction would combine two substantial retail
    businesses.[^165]

42. The Applicants argue that market share and concentration levels are
    not dispositive in the circumstances of this transaction, and that
    the Commission has pointed out that there may be cases where there
    is high combined market share and increased concentration, but with
    little likelihood of harm.[^166] According to the Applicants, the
    Commission has identified a number of factors that, taken together,
    can override customer share as indicia of competitive conditions in
    a market, such as the number of competitors, availability of
    investment capital, competitors' sunk advertising costs, low
    penetration rates, and access to additional spectrum.[^167]

43. Our calculation and analysis of the HHI and change in HHI data is
    reasonably consistent with the HHI and change in HHI data provided
    by U.S. Cellular. For this reason, we examine in detail CMAs 488,
    489, 490, and 491.[^168] Also, since ALLTEL's existing ownership
    interest in Great Western or the pendency of the Great
    Western-ALLTEL transfer of control application cause us to fully
    attribute Great Western's Minnesota 11 RSA A-Block cellular spectrum
    to ALLTEL, CMA492 also is subject to a more detailed examination of
    possible spectrum concentration concerns.

## Horizontal Issues

44. As noted above, application of our initial screen identified five
    CMAs in southern Minnesota that required additional analysis in
    order to determine whether the proposed transaction would result in
    competitive harm. As further described below, ALLTEL's plan to
    divest cellular operations in four CMAs, along with 10 MHz of PCS
    spectrum in Lac qui Parle County,[^169] will remedy the competitive
    harms we determine are associated with the subject transactions.

45. This section examines in more detail how the transaction, absent the
    planned divestitures, could affect competitive behavior in the five
    CMAs we have identified. As discussed in the *Sprint-Nextel Order,
    ALLTEL-Western Wireless* *Order*, and *Cingular-AT&T Wireless
    Order*, competition may be harmed either through unilateral
    actions[^170] by the merged entity or through coordinated
    interaction[^171] among firms competing in the relevant market.

46. In this order, we find that extended qualitative discussions of
    unilateral effects and coordinated interaction are
    unnecessary.[^172] First, many aspects of our previous analyses in
    the *Sprint-Nextel Order, ALLTEL-Western Wireless* *Order*, and
    *Cingular-AT&T Wireless Order* are unchallenged here.[^173] Second,
    because only five local areas require in-depth analysis, it is
    feasible to turn directly to a market-by-market discussion of each
    CMA and discuss unilateral effects and coordinated interaction at a
    general level only to the extent issues are raised by the parties to
    this proceeding.

### Unilateral Effects

47. ALLTEL's acquisition of Midwest Wireless would lead to significant
    changes in the structure of the local wireless markets identified
    above for further analysis, and thus it is necessary to examine in
    detail the possibility that the merger may lead to competitive harm
    through unilateral actions by the merged entity.[^174] Unilateral
    effects arise when the merged firm finds it profitable to alter its
    behavior following the merger by "elevating price and suppressing
    output."[^175] As discussed in the *ALLTEL-Western Wireless Order*
    and *Cingular-AT&T Wireless Order*, in the case of mobile telephony,
    this might take the form of delaying improvements in service quality
    or adversely adjusting plan features without changing the plan
    price.[^176] Incentives for such unilateral competitive actions vary
    with the nature of competition in the relevant markets.

48. The Applicants claim that unilateral effects are unlikely as a
    result of this transaction. They argue that actual competitors would
    be able to attract and absorb new customers if, post-transaction,
    ALLTEL were to raise prices.[^177] Further, they argue that there is
    a high degree of substitutability between mobile telephony
    providers, and that any attempt by ALLTEL to raise prices or
    suppress output would result in customers switching to a new
    provider.[^178] Therefore, even if such price increase occurred, it
    would be transitory.[^179] Finally, the Applicants argue that the
    Commission is planning to auction more than 100 MHz of spectrum in
    2006, and that this additional spectrum will strengthen existing
    competitors and provide access to spectrum for new entry.[^180]

49. U.S. Cellular claims that the acquisition of Midwest Wireless by
    ALLTEL may result in higher mobile telephony prices.[^181]
    Specifically, U.S. Cellular requests that the Commission analyze the
    Five Overlap RSAs carefully for unilateral effects.[^182] U.S.
    Cellular states that it is unlikely that other mobile telephony
    carriers would be able to expand their networks sufficiently and
    enter these markets if ALLTEL raises prices post-transaction.[^183]
    []{.mark}

50. *Competitive responses by rivals*. Consistent with our analysis in
    the *Sprint-Nextel Order*, *ALLTEL-Western Wireless Order*, and
    *Cingular-AT&T Wireless Order*, in evaluating this transaction, we
    examine whether competitive responses by rivals to the merged entity
    -- such as through repositioning by existing licensees or entry by a
    new licensee -- would sufficiently counter the merged entity's
    exercise of market power.[^184] Should a merged entity attempt to
    raise prices or engage in other exercise of market power, other
    firms may have the incentive or ability to reposition their
    offerings. In particular, where a firm is already present in a
    market, has comparable service coverage, and has excess capacity
    relative to its current subscriber base, it should be able to
    relatively quickly adjust such factors as rates, plan features,
    handsets, and advertising. These firms, however, may not be able to
    add quickly to their operating footprints, purchase additional
    spectrum, secure tower siting permits, add cell sites, improve
    overall quality, or deploy a new technology.

51. The Applicants argue that advertising sunk costs from advertising
    spillovers from the Minneapolis and Rochester, Minnesota markets as
    well as the national carriers' access to adequate capital tend to
    reduce barriers to expansion in the Five Overlap RSAs by these
    carriers.[^185] U.S. Cellular argues that this transaction is
    analogous to the ALLTEL-Western Wireless merger, where DOJ found
    that higher buildout costs combined with relatively low population
    density makes new entry untimely, unlikely, and insufficient to
    prevent competitive harms from the transaction.[^186] Therefore,
    U.S. Cellular argues that the Commission should analyze the current
    transaction in light of precedent set in the *ALLTEL-Western*
    *Wireless Order*.[^187]

52. We find that, in four of the five markets we identified for in-depth
    analysis,[^188] there are few carriers that are likely to be viewed
    as adequate substitutes to the merging parties in the short run.
    Although there are rival carriers that have at least some coverage
    in a market, the population and land area that their networks cover
    are significantly less than either ALLTEL's or Midwest Wireless's
    networks. A carrier with only partial service coverage in a
    geographic market may not be perceived as a close substitute for a
    carrier with ubiquitous local coverage. For the reasons outlined
    above, it is not clear how quickly carriers can expand geographic
    coverage in a given market. Therefore, we find it unlikely that
    rival carriers in those markets would be able to reposition
    themselves quickly enough to be a disciplining force if the merged
    entity attempts to exercise market power. Finally, we do not
    consider entry via roaming agreements to mitigate anticompetitive
    effects as a result of this transaction. There is insufficient
    evidence in the record to determine that non-facilities-based
    service enabled through roaming agreements would be cost effective.

53. *Spectrum and advanced wireless services.* As a result of these
    transactions, the current spectrum holdings of ALLTEL and Midwest
    Wireless would be combined, resulting in one entity controlling as
    much as 110 MHz of applicable spectrum in certain local
    markets.[^189] Although we no longer have a *per se* limit on the
    amount of spectrum suitable for mobile telephony that an entity may
    hold in any one market, we are mindful of the unique role of
    spectrum as a critical input in the market for wireless services and
    have carefully analyzed the potential impact of this merger on that
    input.

54. Applicants argue that other carriers hold underutilized spectrum in
    the Five Overlap RSAs that can be used to expand coverage and serve
    new subscribers.[^190] The Applicants claim that, given the low
    population densities in these markets, wireless two-way voice
    service providers have sufficient spectrum to serve the entire
    population in those markets.[^191] Further, the Applicants argue
    that the Commission should consider the AWS spectrum that will be
    licensed in 2006 in evaluating this transaction because including
    this spectrum will increase total available spectrum to almost 300
    MHz in the five overlap Minnesota markets.[^192] Finally, the
    Applicants state that their proposed divestiture of cellular systems
    in four Minnesota RSAs "will cause no change in the number of
    independent competitors, market structure or concentration in these
    markets" and will reduce the combined entity's spectrum holdings to
    no more than 80 MHz in any market.[^193]

55. *Market share*. As discussed in the *Sprint-Nextel Order*,
    *ALLTEL-Western Wireless Order*, and *Cingular-AT&T Wireless Order*,
    the presence of few competitors or potential entrants that consumers
    consider to be good substitutes for the merged firm, combined with a
    large market share by the merged entity, may increase the likelihood
    of unilateral effects.[^194] U.S. Cellular argues that the
    ALLTEL-Midwest Wireless transaction will substantially increase
    ALLTEL's market share in the Five Overlap RSAs and may result in
    competitive harms in these markets.[^195] U.S. Cellular submitted
    market share data collected by \[REDACTED\] for the facilities-based
    mobile telephony service providers in the Five Overlap RSAs.[^196]
    These data show that, post-transaction, ALLTEL's market share will
    \[REDACTED\].[^197] While U.S. Cellular argues that these market
    shares exceed the levels in the ALLTEL-Western Wireless divestiture
    markets,[^198] it also acknowledges that market share data is not
    dispositive.[^199]

56. The Applicants argue that market share data is not dispositive and
    that other factors, including the number of competitors, the
    availability of investment capital and competitors' sunk advertising
    costs, low penetration rates, and access by other service providers
    to additional spectrum, may mitigate competitive concerns raised by
    high market shares.[^200] Further, the Applicants argue that U.S.
    Cellular's market share data for ALLTEL and Midwest Wireless in
    Minnesota 7 RSA and Minnesota 9 RSA are \[REDACTED\] and that
    subscriber information provided by the Applicants in these markets
    is more reliable.[^201] The Applicants, however, do not provide any
    market share data, other than their own subscriber data, to support
    their assertion.

57. We calculated market shares using NRUF data for the Five Overlap
    RSAs. The combined market share of the merged entity in these
    markets ranges from \[REDACTED\] percent. We also calculated a
    hybrid market share for the combined entity for each of the Five
    Overlap RSAs by using the subscriber data provided by the Applicants
    for ALLTEL and Midwest Wireless, and NRUF data for the remaining
    carriers in the markets. The market shares using this hybrid
    approach range from \[REDACTED\] percent in the Five Overlap RSAs.
    We find that these high combined market shares raise concerns that
    this transaction may result in unilateral effects in four of the
    five markets of concern.

58. *Penetration*. As discussed in the *ALLTEL-Western Wireless Order*
    and *Cingular-AT&T Wireless Order*, another factor we consider in
    determining the consequences of a unilateral attempt to exercise
    market power is penetration rate, both the current rate in a local
    market as well as the potential for growth in market
    penetration.[^202] The Applicants argue that the penetration rates
    for the Five Overlap RSAs are \[REDACTED\] the national average
    therefore minimizing any potential competitive harms resulting from
    this transaction.[^203] The Applicants calculate penetration rates
    of \[REDACTED\] percent for the Five Overlap RSAs, which is
    \[REDACTED\] the national average of 62 percent in 2004.[^204]
    Therefore, the Applicants claim that other carriers have the
    opportunity to attract a significant share of available customers,
    and national carriers in particular can take customers and build
    share quickly.[^205] U.S. Cellular argues, however, that the
    Applicants have not demonstrated that penetration rates are
    different in these markets from the Nebraska and Kansas markets
    divested as a condition for approval of the ALLTEL-Western Wireless
    merger.[^206]

59. Using June 2005 NRUF data, the average penetration rate for the Five
    Overlap RSAs is \[REDACTED\] percent.[^207] Although this is
    \[REDACTED\] the national average, we do not find persuasive the
    Applicants' argument that a \[REDACTED\] average penetration rate is
    sufficient to mitigate potential competitive harms in these markets.
    Further, there is insufficient evidence in the record to determine
    that there is a strong potential for growth in the penetration rate
    in these markets in the near term. Therefore, we do not find that
    the market penetration rate is dispositive in analyzing this
    transaction for potential unilateral effects.

### Coordinated Interaction

60. As discussed in the *Sprint-Nextel Order*, *ALLTEL-Western Wireless
    Order*, and *Cingular-AT&T Wireless Order*, in markets where only a
    few firms account for most of the sales of a product, those firms
    may be able to exercise market power by either explicitly or tacitly
    coordinating their actions.[^208] Accordingly, one way in which a
    merger may create or enhance market power or facilitate its exercise
    is by making such coordinated interaction among firms more likely,
    more successful, or more complete.[^209] Successful coordination
    depends on two key factors.[^210] The first is the ability to reach
    terms that are profitable for each of the firms involved, and the
    second is the ability to detect and punish deviations that would
    undermine the coordinated interaction.

61. The Applicants claim that the ALLTEL-Midwest transaction would not
    increase the likelihood of coordinated interaction in the mobile
    telephony market. They argue that the transaction would not change
    the relevant markets enough to make coordination more likely
    because: (1) the mobile telephony market is intensely
    competitive; (2) there are a significant number of facilities-based
    competitors in each of the CMAs with significant overlaps; (3) the
    market is characterized by heterogeneity in costs, elements of
    service, and product offerings; (4) carriers compete on multiple
    factors including handsets, plan features, service quality, and
    customer service; (5) carriers regularly monitor their rivals'
    service offerings, market strategies and other aspects of their
    rivals' operations, and use this information to attract and retain
    customers; and (6) the uncertainty of future demand for voice, data,
    and advanced services makes coordinated interaction difficult.[^211]
    U.S. Cellular urges the Commission to scrutinize competitive
    conditions in southern Minnesota markets carefully under the theory
    of potential coordinated interaction, and take appropriate action to
    protect consumers and competition.[^212]

62. Neither the comments of the Applicants or of U.S. Cellular on
    coordinated interaction cause us to alter our general views on this
    topic, as set out in the previous merger orders.[^213] Thus, those
    views underpin the market-by-market analysis to which we now turn.

## Market-by-Market Evaluation

### Analytical Standard

63. In this section, we undertake a granular analysis of local markets
    using the approach the Commission adopted in the *Sprint-Nextel
    Order, ALLTEL-Western Wireless* *Order*, and *Cingular-AT&T Wireless
    Order*.[^214] In undertaking this market-by-market analysis, we
    consider variables that the general analyses in the *Sprint-Nextel
    Order, ALLTEL-Western Wireless* *Order*, and *Cingular-AT&T Wireless
    Order* have shown are important for predicting the incentive and
    ability of carriers to successfully restrict competition on price or
    non-price terms through coordinated interaction, and the incentive
    and ability of the merged entity unilaterally to elevate prices or
    suppress output.[^215] These include: the total number of rival
    carriers; the number of rival firms that can offer competitive
    nationwide service plans; the coverage of the firms' respective
    networks; the rival firms' market shares; the merged entity's
    post-transaction market share and how that share changes as a result
    of the merger; the amount of spectrum suitable for the provision of
    mobile telephony services controlled by the combined entity; and the
    spectrum holdings of each of the rival carriers. In reaching
    determinations, we balance these factors on a market-specific basis,
    and consider the totality of the circumstances in each market.

64. Thus, for example, if our count of the number of rival carriers and
    our scrutiny of their spectrum holdings and network coverage
    indicates that the response of rival carriers will likely be
    sufficient to limit the ability and incentive of the combined entity
    to raise price unilaterally, we would find that the transaction is
    not harmful to competition in a specific market even in the presence
    of a relatively high post-transaction market share of the combined
    entity.[^216] We also scrutinize, and base our determinations on,
    the uniformity of competitive conditions in local markets. Thus, in
    some instances, we may find that the transaction is not harmful to
    competition in a particular market if the potential harm from the
    transaction is confined to a small enclave within the market, and
    this harm is likely to be ameliorated by the more favorable
    competitive conditions in most of the market.[^217]

### Results of Analysis 

65. Our market-by-market analysis finds that there is a significant
    likelihood of harm from either unilateral effects or coordinated
    interaction as a result of this transaction in four of the five
    markets identified by the initial screen. As the Commission found in
    the *Sprint-Nextel Order, ALLTEL-Western Wireless* *Order*, and
    *Cingular-AT&T Wireless Order*, this multi-factor, market-specific
    analysis employs a combination of data sources, and it provides a
    reliable basis for making our determinations herein.[^218]

66. A detailed examination of each of the CMA markets in which we
    determined that a closer examination was warranted is set forth
    below. The market share and HHI information are derived from our
    analysis of two sets of data: (1) data submitted by U.S.
    Cellular,[^219] and (2) data compiled in our NRUF database, which
    tracks phone number usage by all telecommunications carriers,
    including wireless carriers. Using both sets of data to cross-check
    each other, we find they essentially corroborate each other.
    Although the figures derived from these two sources give different
    results in some cases (expressed below as a range), our analysis
    does not rely solely on market shares to determine which markets are
    likely to experience competitive harm as a result of this
    transaction. In combination with the other factors in our
    multi-factor, market-specific analysis, which draws competitive
    conclusions based on the totality of the circumstances present in a
    given market, we are confident that these ranges are a reliable
    basis for our determinations.

67. In addition, we examine data from our LNP database through June
    30, 2005. This information includes each instance of a customer
    porting a phone number from one mobile carrier to another, and
    indicates both the origin and destination carrier.[^220] We also
    analyze carrier launch and coverage information available from a
    variety of public sources, as well as information regarding spectrum
    holdings,[^221] which we obtained from our licensing databases and
    from the Applications.

68. **Minnesota 7 RSA.** In the Minnesota 7 RSA (which has a population
    of about 174,000 and a population density of about 37 POPs/sq.
    mile[^222]), ALLTEL has \[REDACTED\] percent of the wireless
    subscribers, while Midwest Wireless has \[REDACTED\] percent.
    Combined, these two entities would have a post-merger share of
    \[REDACTED\] percent. The other carriers with market share in this
    RSA are: Sprint Nextel, with \[REDACTED\] percent; Cingular, with
    \[REDACTED\] percent; T-Mobile, with \[REDACTED\] percent; and
    Verizon Wireless, with \[REDACTED\] percent. The post-merger HHI in
    the Minnesota 7 RSA would be \[REDACTED\], with a change from the
    current figure of \[REDACTED\].

69. ALLTEL and Midwest Wireless hold the two cellular licenses in the
    RSA. Throughout the RSA, ALLTEL holds between 35 and 45 MHz of
    spectrum and Midwest Wireless holds between 25 and 55 MHz of
    spectrum. The merged entity would hold between 60 and 100 MHz of
    spectrum throughout the RSA. ALLTEL and Midwest Wireless have
    launched service in each county and provide network coverage
    throughout the RSA. In addition, ALLTEL had \[REDACTED\]
    mobile-to-mobile ports out through June 2005, and \[REDACTED\] ports
    were to Midwest Wireless (\[REDACTED\] percent of ALLTEL's ports).
    Midwest Wireless had \[REDACTED\] mobile-to-mobile ports out through
    June 2005, and \[REDACTED\] ports were to ALLTEL (\[REDACTED\]
    percent of Midwest Wireless's ports).

70. Sprint Nextel and T-Mobile are the only other carriers to hold
    spectrum throughout the RSA. Sprint Nextel holds 30 MHz of PCS
    spectrum throughout the RSA, and T-Mobile holds between 20 and 30
    MHz of spectrum. Cingular, Redwood Wireless, U.S. Cellular, and
    Verizon Wireless hold spectrum in portions of the RSA.

71. Sprint Nextel has launched service in each of the counties in the
    RSA and its network covers approximately 84 percent of the
    population of the CMA. Cingular and T-Mobile have also launched
    service in portions of the RSA. Cingular's and T-Mobile's networks
    cover approximately 31 percent and 73 percent of the population,
    respectively.

72. We are concerned about the competitive impact of the merger on this
    RSA because of the relatively small number of carriers that
    currently serve the entire RSA or may be able to serve it relatively
    quickly in response to possible actions by the Applicants. The
    merger would also result in large changes in the HHI, which is also
    cause for concern.

73. **Minnesota 8 RSA.** In the Minnesota 8 RSA (which has a population
    of about 68,000 and a population density of about 18 POPs/sq. mile),
    ALLTEL has \[REDACTED\] percent of the wireless subscribers, while
    Midwest Wireless has \[REDACTED\] percent. Combined, these two
    entities would have a post-merger share of \[REDACTED\] percent. The
    other carriers with market share in this RSA are: Sprint Nextel,
    with \[REDACTED\] percent; Rural Cellular, with \[REDACTED\]
    percent; and T-Mobile, with \[REDACTED\] percent. The post-merger
    HHI in the Minnesota RSA would be \[REDACTED\], with a change from
    the current figure of \[REDACTED\].

74. ALLTEL and Midwest Wireless hold the two cellular licenses in the
    RSA. Throughout the RSA, ALLTEL holds between 45 and 55 MHz of
    spectrum and Midwest Wireless holds between 35 and 55 MHz of
    spectrum. The merged entity would hold between 80 and 110 MHz of
    spectrum throughout the RSA. ALLTEL and Midwest Wireless have
    launched service in each county and provide network coverage
    throughout the RSA. In addition, ALLTEL had \[REDACTED\]
    mobile-to-mobile ports out through June 2005, and \[REDACTED\] ports
    were to Midwest Wireless (\[REDACTED\] percent of ALLTEL's ports).
    Midwest Wireless had \[REDACTED\] mobile-to-mobile ports out through
    June 2005, and \[REDACTED\] ports were to ALLTEL (\[REDACTED\]
    percent of Midwest Wireless's ports).

75. Sprint Nextel and T-Mobile are the only other carriers to hold
    spectrum throughout the RSA. Sprint Nextel holds/controls 30 MHz of
    PCS spectrum, and T-Mobile holds 20 MHz of spectrum throughout the
    RSA. Cingular, Redwood Wireless, and Verizon Wireless hold spectrum
    in some portions of the RSA.

76. Sprint Nextel is the only carrier other than ALLTEL and Midwest
    Wireless that has launched service in this RSA and whose network
    covers more than 10 percent of the population. Sprint Nextel's
    network covers approximately 43 percent of the population of the
    RSA.

77. We are concerned about the competitive impact of the merger on this
    CMA because of the relatively small number of carriers that
    currently serve the entire CMA or may be able to serve it relatively
    quickly in response to possible actions by the Applicants. The
    merger would also result in large changes in the HHI, which is also
    cause for concern.

78. **Minnesota 9 RSA.** In the Minnesota 9 RSA (which has a population
    of about 134,000 and a population density of about 24 POPs/sq.
    mile), ALLTEL has \[REDACTED\] percent of the wireless subscribers,
    while Midwest Wireless has \[REDACTED\] percent. Combined, these two
    entities would have a post-merger share of \[REDACTED\] percent. The
    other carriers with market share in this RSA are: Sprint Nextel,
    with \[REDACTED\] percent; and T-Mobile, with \[REDACTED\] percent.
    The post-merger HHI in the Minnesota 9 RSA would be \[REDACTED\],
    with a change from the current figure of \[REDACTED\].

79. ALLTEL and Midwest Wireless hold the two cellular licenses in the
    RSA. Throughout the RSA, ALLTEL holds between 35 and 55 MHz of
    spectrum and Midwest Wireless holds between 35 and 50 MHz of
    spectrum. The merged entity would hold between 70 and 105 MHz of
    spectrum throughout the RSA. ALLTEL and Midwest Wireless have
    launched service in each county and provide network coverage
    throughout the RSA. In addition, ALLTEL had \[REDACTED\]
    mobile-to-mobile ports out through June 2005, and \[REDACTED\] ports
    were to Midwest Wireless (\[REDACTED\] percent of ALLTEL's ports).
    Midwest Wireless had \[REDACTED\] mobile-to-mobile ports out through
    June 2005, and \[REDACTED\] ports were to ALLTEL (\[REDACTED\]
    percent of Midwest Wireless's ports).

80. Sprint Nextel, T-Mobile, and Redwood Wireless hold spectrum
    throughout the entire RSA. Sprint Nextel holds 30 MHz of PCS
    spectrum throughout the RSA, T-Mobile holds between 20 and 30 MHz of
    spectrum, and Redwood Wireless holds between 15 and 30 MHz of
    spectrum. Also, Cingular and Long Lines hold 10 MHz of spectrum in
    portions of the CMA.

81. Sprint Nextel and T-Mobile have launched service in the majority of
    the counties in the RSA. Sprint Nextel's network covers
    approximately 73 percent of the population, while T-Mobile's network
    covers approximately 63 percent of the population of the RSA.

82. We are concerned about the competitive impact of the merger on this
    CMA because of the relatively small number of carriers that
    currently serve the entire CMA or may be able to serve it relatively
    quickly in response to possible actions by the Applicants. The
    merger would also result in large changes in the HHI, which is also
    cause for concern.

83. **Minnesota 10 RSA.** In the Minnesota 10 RSA (which has a
    population of about 240,000 and a population density of about 59
    POPs/sq. mile), ALLTEL has \[REDACTED\] percent of the wireless
    subscribers, while Midwest Wireless has \[REDACTED\] percent.
    Combined, these two entities would have a post-merger share of
    \[REDACTED\] percent. The other carriers with market share in this
    CMA are: Sprint Nextel, with \[REDACTED\] percent; T-Mobile, with
    \[REDACTED\] percent; and Cingular, with \[REDACTED\] percent.
    Post-transaction, the merged entity would have a market share
    \[REDACTED\]. The post-merger HHI in the Minnesota 10 RSA would be
    \[REDACTED\], with a change from the current figure of \[REDACTED\].

84. ALLTEL and Midwest Wireless hold the two cellular licenses in the
    RSA. Throughout the RSA, ALLTEL holds between 25 and 35 MHz of
    spectrum and Midwest Wireless holds between 25 and 40 MHz of
    spectrum. The merged entity would hold between 50 and 75 MHz of
    spectrum throughout the RSA. ALLTEL and Midwest Wireless have
    launched service in each county and provide network coverage
    throughout the RSA. In addition, ALLTEL had a \[REDACTED\]
    mobile-to-mobile ports through June 2005, and \[REDACTED\] ports
    were to Midwest Wireless (\[REDACTED\] percent of ALLTEL's ports).
    Midwest Wireless had \[REDACTED\] mobile-to-mobile ports out through
    June 2005, and \[REDACTED\] ports were to ALLTEL (\[REDACTED\]
    percent of Midwest Wireless's ports).

85. Sprint Nextel, T-Mobile, and Cingular hold spectrum throughout the
    entire RSA. Sprint Nextel holds 30 MHz of PCS spectrum throughout
    the RSA, T-Mobile holds between 30 and 40 MHz of spectrum, and
    Cingular holds between 10 and 20 MHz of spectrum. In addition,
    Cellcom, Redwood Wireless, U.S. Cellular, and Verizon Wireless hold
    spectrum in portions of the RSA.

86. Sprint Nextel and T-Mobile have launched service in each county and
    their networks cover over 90 percent of the population and 70
    percent of the land area of the RSA. Cingular's network covers
    approximately 78 percent of the population and 63 percent of the
    land area. Cingular does not have network coverage in two (Fairbault
    and Freeborn) out of the seven counties comprising the RSA.

87. We are concerned about the competitive impact of the merger on this
    CMA because of the relatively small number of carriers that
    currently serve the entire CMA or may be able to serve it relatively
    quickly in response to possible actions by the Applicants. The
    merger would also result in large changes in the HHI, which is also
    cause for concern.

88. **Minnesota 11 RSA.** In the Minnesota 11 RSA (which has a
    population of about 213,000 and a population density of about 18
    POPs/sq. mile), ALLTEL has \[REDACTED\] percent of the wireless
    subscribers,[^223] while Midwest Wireless has \[REDACTED\] percent.
    Combined, these two entities would have a post-merger share of
    \[REDACTED\] percent. The other carriers with market share in this
    RSA are: Sprint Nextel, with \[REDACTED\] percent; Cingular, with
    \[REDACTED\] percent; and T-Mobile and Verizon Wireless, each with
    \[REDACTED\] percent. The post-merger HHI in the Minnesota 11 RSA
    would be \[REDACTED\], with a change from the current figure of
    \[REDACTED\].

89. By attributing the GWC Holdings A-Block cellular license to ALLTEL,
    ALLTEL holds between 25 and 35 MHz of spectrum throughout the RSA.
    Midwest Wireless, the B-Block Minnesota 11 RSA cellular licensee,
    holds between 25 and 40 MHz of spectrum throughout the RSA. The
    merged entity would hold between 50 and 75 MHz of spectrum
    throughout the RSA. ALLTEL, pursuant to its spectrum leasing
    arrangement with GWC Holdings, has launched service in three out of
    seven counties and Midwest Wireless has launched service in each
    county. ALLTEL provides network coverage in parts of the RSA and
    Midwest provides network coverage to most of the RSA. ALLTEL had
    \[REDACTED\] mobile-to-mobile ports through June 2005, and
    \[REDACTED\] ports were to Midwest Wireless. Midwest Wireless had
    \[REDACTED\] mobile-to-mobile ports through June 2005; \[REDACTED\]
    ports were to ALLTEL.

90. Sprint Nextel and Cingular hold spectrum throughout the entire RSA.
    Sprint Nextel holds 30 MHz of PCS spectrum throughout the RSA, and
    Cingular holds between 10 and 20 MHz of spectrum. In addition,
    Airadigm, Cellcom, Leap, Skagit, T-Mobile, U.S. Cellular, and
    Verizon Wireless hold spectrum in portions of the CMA. Sprint
    Nextel, T-Mobile, Cingular, U.S. Cellular, and Verizon Wireless have
    launched service in parts of this RSA. Sprint Nextel's network
    covers approximately 70 percent of the population of the RSA.
    T-Mobile's network covers 45 percent of the population of the RSA.
    Cingular's network covers approximately 75 percent of the population
    of the RSA. U.S. Cellular covers approximately 17 percent of the
    population of the RSA.

91. Given the large number of carriers providing service in all or
    portions of this RSA, plus the fact that the ALLTEL-Midwest Wireless
    merger will result in only a small increase in concentration, it is
    unlikely that there would be a major change in the character of
    competition in this RSA after the merger. This conclusion continues
    to be true if we grant the application of ALLTEL and Great Western
    to transfer control of GWC Holdings to ALLTEL, since the GWC
    Holdings A-Block spectrum in Minnesota 11 would be attributed to
    ALLTEL regardless of the pendency of the ALLTEL-Great Western
    application.

92. *Specific Markets in Which Competitive Harm Is Likely.* In sum, the
    four markets in which our market-by-market analysis indicated that
    competitive harm is likely to result from the ALLTEL-Midwest
    transaction are:

  -------------------- --------------------------------------------------
  **CMA**              **Name**

  CMA488               Minnesota 7-Chippewa

  CMA489               Minnesota 8-Lac qui Parle

  CMA490               Minnesota 9-Pipestone

  CMA491               Minnesota 10-Le Sueur
  -------------------- --------------------------------------------------

93. In these four markets the merged entity will have high market shares
    and face few competing carriers. In these markets, we are concerned
    that, post-merger, there would be too few competing carriers to
    deter anticompetitive behavior by the merged entity.[^224]

94. *Rochester, Minnesota (CMA288)*. In addition to the markets of
    concern listed above, U.S. Cellular raises concerns about the
    relationship between the Rochester CMA and the Minnesota 11 RSA. For
    the reasons below, we do not include the Rochester CMA in our list
    of markets of concern.

95. U.S. Cellular argues that the Commission should require divestiture
    not only of the Minnesota 11 RSA but also the Rochester CMA.[^225]
    U.S. Cellular claims that when it provided mobile telephone service
    in the Rochester CMA, it found that the Rochester CMA could not be
    operated profitably as an "island" separate from the Minnesota 11
    RSA.[^226] U.S. Cellular therefore sold its Rochester CMA cellular
    business to Midwest Wireless.[^227]

96. U.S. Cellular points out that the Rochester CMA is comprised of a
    single county -- Olmsted County -- that is completely surrounded by
    the counties that make up the Minnesota 11 RSA.[^228] U.S. Cellular
    claims that there is a strong community of interest between the
    Rochester CMA and the Minnesota 11 RSA, and offers the following
    rationales in support of this conclusion.[^229] First, U.S. Cellular
    states that the Census Bureau's definition of the MSA that includes
    Rochester has changed since cellular spectrum was licensed.[^230]
    The MSA for Rochester, as currently defined by the Census Bureau,
    now includes Olmsted County as well as two of the seven counties
    (Dodge and Wabasha counties) included in the Minnesota 11 RSA. U.S.
    Cellular alleges that this development shows a clear economic
    connection between the Rochester CMA and Minnesota 11 RSA.[^231]
    Second, U.S. Cellular points to data showing that there is
    significant vehicular traffic between Rochester, Minnesota and six
    of the seven Minnesota 11 RSA counties to support a finding of a
    community of interest.[^232] According to U.S. Cellular,
    approximately 47 percent and 32 percent of the residents of Dodge
    and Wabasha counties, respectively, work in Rochester,
    Minnesota.[^233] Further, according to U.S. Cellular, the Rochester,
    Minnesota phone book includes residents of Rochester as well as
    residents in three of the Minnesota 11 RSA counties.[^234] Finally,
    U.S. Cellular points out that various "Rochester Area" designations
    include parts of the Minnesota 11 RSA.[^235] To illustrate this
    claim, U.S. Cellular observes that the Rochester-Austin-Albert Lea
    Minnesota BTA includes the Rochester CMA as well as five of the
    Minnesota 11 RSA counties, and the Rochester Designated Market Area,
    which is the primary viewing area for broadcast television stations,
    includes four of the Minnesota 11 RSA counties.[^236]

97. Although U.S. Cellular provides evidence that the Rochester CMA and
    the Minnesota 11 RSA may be interrelated, we do not find that there
    is a likelihood of competitive harms in the Rochester CMA that would
    result from this transaction. The Rochester CMA was not caught by
    our initial screen, indicating that we can be confident without the
    necessity of in-depth analysis that the transaction will not result
    in harm in this CMA. Nonetheless, we note that the Applicants'
    post-transaction spectrum aggregation would be 50 MHz of spectrum in
    the Rochester CMA,[^237] and there is no overlap in the provision of
    facilities-based mobile telephony services by these carriers. This
    transaction accordingly will not result in the loss of an actual
    competitor in the Rochester CMA. Second, there are three other
    carriers providing facilities-based service in the Rochester CMA
    that have at least a two percent market share and significant
    coverage of both population and land area. Therefore, we find that
    this transaction is unlikely to result in competitive harm in the
    Rochester CMA.[^238]

## Roaming

### Background

98. Roaming occurs when the subscriber of one CMRS provider travels
    beyond the service area of that provider and utilizes the facilities
    of another CMRS provider to place an outgoing call, to receive an
    incoming call, or to continue an in-progress call.[^239] A
    subscriber may establish a roaming arrangement with a CMRS provider
    "manually" by personally entering into a contractual agreement with
    that provider for the right to roam on its network (*e.g.*, giving
    the provider a credit card number to pay for roaming charges).[^240]
    In contrast, "automatic" roaming involves an agreement between two
    carriers and allows all of the subscribers of a carrier to make
    calls on the network of the other without taking any action beyond
    the making of the call.[^241] Thus, automatic roaming is more
    convenient for a subscriber than manual roaming and, as a practice,
    has become increasingly widespread.[^242]

99. Section 20.12 of the Commission's rules imposes on CMRS providers
    the obligation to provide manual roaming arrangements to the
    subscriber of another provider on request.[^243] This rule does not
    impose any obligation to provide automatic roaming
    arrangements.[^244]

100. U.S. Cellular argues that the Commission should investigate the
     effects of the proposed ALLTEL-Midwest Wireless transaction on
     roaming in southern Minnesota, and that it should impose conditions
     to mitigate any vertical harms.[^245] U.S. Cellular argues that
     this transaction would combine both cellular licenses in areas
     where there is limited PCS build-out, and therefore in these areas,
     the proposed transaction will reduce from two to one the number of
     available roaming partners.[^246] As a result of this reduction in
     roaming partners, U.S. Cellular alleges there is the potential for
     increased prices for roaming services and other anticompetitive
     effects.[^247] U.S. Cellular further argues that this problem is
     specific to the proposed ALLTEL-Midwest Wireless transaction and
     should be remedied in the context of the current proceeding and not
     left to the pending broader roaming rulemaking proceeding.[^248]

101. In the Application, ALLTEL and Midwest Wireless address the impact
     of the merger on the availability of automatic roaming services.
     They assert that the transaction will eliminate roaming costs in
     areas where ALLTEL and Midwest Wireless have little network
     overlap.[^249] Further, the Applicants argue that by expanding its
     facilities-based footprint, ALLTEL will become a more attractive
     roaming partner to other mobile telephony carriers, and the revenue
     generated by providing roaming services will enable it to provide
     quality wireless services for its own subscribers, making ALLTEL a
     more effective competitor.[^250] Finally, ALLTEL claims that
     subscribers of other mobile telephony carriers will benefit from
     ALLTEL's expanded roaming options.[^251]

102. In response to U.S. Cellular's arguments that the proposed
     transaction would reduce the number of roaming partners in the
     southern Minnesota markets from two to one, the Applicants point
     out that this proposal is mooted by their plan to divest cellular
     business operations in four of the Minnesota RSAs where we have
     identified competitive concerns.[^252] The Applicants also claim
     that carriers can file complaints under Section 208 of the
     Communications Act if they believe roaming rates are unreasonable
     or discriminatory.[^253] The Applicants then argue that the
     reasonableness of roaming rates is better addressed in the context
     of the roaming rulemaking.[^254] Further, the Applicants argue that
     U.S. Cellular \[REDACTED\].[^255] Finally, they argue that ALLTEL
     is and will remain a regional carrier, and since the merged entity
     would still need roaming service from other carriers in many areas,
     it would not have any incentive to impose unreasonably high or
     discriminatory rates for roaming in the overlap areas.[^256]

### Discussion

103. U.S. Cellular raises important concerns about the effect of the
     ALLTEL-Midwest Wireless transaction on the roaming market in
     southern Minnesota. The Commission in the *Sprint-Nextel Order,
     ALLTEL-Western Wireless* *Order*, and *Cingular-AT&T Wireless
     Order* found that the Commission's existing rules address many of
     these concerns. Our manual roaming rule requires other carriers to
     complete calls initiated by ALLTEL's customers where ALLTEL cannot
     because it has neither its own signal nor an automatic roaming
     agreement.[^257] In addition, we adopt as a condition to our grant
     in this Order a reciprocal duty, *i.e.,* that ALLTEL may not
     prevent its customers from reaching another carrier and completing
     their calls in these circumstances, unless specifically requested
     to do so by a subscriber.[^258] We also note that if a roaming
     partner believes that ALLTEL is charging unreasonable roaming
     rates, it can file a complaint with the Commission under section
     208 of the Communications Act.[^259]

104. Finally, the divestitures proposed by the Applicants[^260] to
     address horizontal competitive effects in four overlap RSAs will
     mitigate any potential harms in the provision of roaming services
     in southern Minnesota.[^261] The divestitures proposed by the
     Applicants may result in an additional facilities-based carrier in
     these four markets that would be a supplier of mobile telephony
     roaming services.

## Public Interest Benefits

105. In addition to assessing the potential competitive harms of the
     proposed transactions, we also consider whether the respective
     combination of these companies' wireless operations is likely to
     generate verifiable, merger-specific public interest
     benefits.[^262] In doing so, we ask whether the resulting combined
     entity would be able, and would be likely, to pursue business
     strategies resulting in demonstrable and verifiable benefits to
     consumers that could not be pursued but for the combination.[^263]

106. As discussed below, we find that the proposed transactions are
     likely to result in some merger-specific public interest benefits.
     We reach this conclusion recognizing that many of these benefits
     may be challenging to achieve in the near future because of sizable
     technological and financial requirements. As a result, it is
     difficult for us to quantify very precisely either the magnitude of
     or the time period in which these benefits will be realized.

### Analytical Framework

107. The Commission has recognized that "\[e\]fficiencies generated
     through a merger can mitigate competitive harms if such
     efficiencies enhance the merged firm's ability and incentive to
     compete and therefore result in lower prices, improved quality,
     enhanced service or new products."[^264] Under Commission
     precedent, the Applicants bear the burden of demonstrating that the
     potential public interest benefits of the proposed transfer
     outweigh the potential public interest harms.[^265]

108. There are several criteria the Commission applies in deciding
     whether a claimed benefit should be considered and weighed against
     potential harms. First, the claimed benefit must be transaction- or
     merger-specific. This means that the claimed benefit "must be
     likely to be accomplished as a result of the merger but unlikely to
     be realized by other means that entail fewer anticompetitive
     effects."[^266] Second, the claimed benefit must be verifiable.
     Because much of the information relating to the potential benefits
     of a merger is in the sole possession of the applicants involved in
     such a transaction, they are required to provide sufficient
     evidence supporting each claimed benefit so that the Commission can
     verify its likelihood and magnitude.[^267] In addition, as the
     Commission has noted, "the magnitude of benefits must be calculated
     net of the cost of achieving them."[^268] Furthermore, as the
     Commission explained in the *Cingular-AT&T Wireless Order*,
     "benefits that are to occur only in the distant future may be
     discounted or dismissed because, among other things, predictions
     about the more distant future are inherently more speculative than
     predictions about events that are expected to occur closer to the
     present."[^269] Third, the Commission has stated that it "will more
     likely find marginal cost reductions to be cognizable than
     reductions in fixed cost."[^270] The Commission has justified this
     criterion on the ground that, in general, reductions in marginal
     cost are more likely to result in lower prices for consumers.[^271]

109. Finally, the Commission applies a "sliding scale approach" to
     evaluating benefit claims.[^272] Under this sliding scale approach,
     where potential harms appear "both substantial and likely, a
     demonstration of claimed benefits also must reveal a higher degree
     of magnitude and likelihood than we would otherwise demand."[^273]
     On the other hand, where potential harms appear less likely and
     less substantial, as in this case, we will accept a lesser showing
     to approve the merger.[^274]

### Discussion

110. The Applicants assert that a number of public interest benefits
     would result from the ALLTEL-Midwest Wireless transaction.[^275]
     They contend that the proposed transaction would strengthen ALLTEL
     as a competitor in the wireless telecommunications
     marketplace.[^276] First, the Applicants note that this transaction
     would expand ALLTEL's wireless footprint.[^277] Second, the
     Applicants maintain that the combined entity would achieve
     economies of scale and scope allowing ALLTEL to more effectively
     compete against the nationwide carriers.[^278] Third, the merger
     would allow the combined entity to provide higher quality service
     and make it a more attractive roaming partner.[^279] Fourth, the
     increased resources would enable ALLTEL to deploy advanced wireless
     services in rural areas more rapidly than either existing company
     currently has or could achieve on its own.[^280] []{.mark}

111. *Increased Footprint*. The Applicants state that the proposed
     transaction would expand ALLTEL's wireless footprint into Iowa and
     Wisconsin and supplement ALLTEL's existing footprint in Minnesota
     and certain markets in Nebraska, South Dakota, and Illinois.[^281]
     The Applicants also assert that, upon consummation of the proposed
     transaction, ALLTEL's wireless footprint will cover rural areas and
     mid-sized cities in 36 states.[^282] Further, the Applicants state
     that the markets that ALLTEL is acquiring through the Midwest
     Subsidiaries are generally contiguous to ALLTEL's existing
     operations and cover a population of approximately 1.9
     million.[^283] The Applicants also claim that this expansion will
     create a stronger regional wireless carrier that can better and
     more effectively compete against nationwide and other wireless
     carriers.[^284]

112. The Applicants note that the Commission has previously found that
     consumer benefits flow from expanded footprints.[^285] The
     Applicants further assert that the Commission has found that
     carriers with a larger footprint can offer competitive service to
     more consumers across the country.[^286] In addition, the
     Applicants state that the Commission has found that a carrier's
     customers may enjoy enhanced service and/or lower prices because of
     factors such as the wider area in which the carrier's full handset
     functionality is operative and the carrier's lessened reliance on
     roaming agreements to fill out its coverage.[^287]

113. *Economies of Scale and Operating Synergies*. The Applicants state
     that the proposed transaction will create significant economies of
     scale and scope that will improve ALLTEL's ability to compete
     against nationwide and other wireless carriers.[^288] For example,
     the Applicants state that both ALLTEL and the Midwest Subsidiaries
     use CDMA network technology, and accordingly, ALLTEL will be able
     to integrate quickly its system and those of the Midwest
     Subsidiaries, with minimal disruption to customers.[^289] Further,
     the Applicants claim that, since its inception, ALLTEL successfully
     has expanded its service footprint and service offerings through
     multiple acquisitions.[^290] In each transaction, according to the
     Applicants, ALLTEL has met or exceeded its goals of achieving
     substantial synergies and economies of scale. ALLTEL states that it
     expects similar results in this transaction.[^291]

114. The Applicants argue that the reduction in costs associated with
     the purchase of network equipment is another example of a synergy
     produced by the proposed transaction.[^292] According to the
     Applicants, equipment prices fluctuate based upon volume, and
     because ALLTEL will be able to purchase in larger quantities than
     either it or Midwest Wireless could individually, its costs
     associated with network equipment will be reduced.[^293] Finally,
     the Applicants claim that an increased volume of purchases also
     creates the related benefit of providing manufacturers with greater
     incentive to customize device interfaces to match a wireless
     carrier's service offerings, and thus, ALLTEL will be better
     positioned to request and deploy customized handsets.[^294]

115. *Roaming*. The Applicants state that, by combining the companies'
     networks and other infrastructure, roaming costs to ALLTEL (and
     thus its existing and new subscribers) will be eliminated in areas
     in which ALLTEL and the Midwest Subsidiaries have little or no
     network overlap.[^295] The Applicants also allege that the merged
     entities' increased facilities-based footprint expands ALLTEL's
     roaming opportunities and makes it a more attractive roaming
     partner to other wireless carriers.[^296] In addition, the
     Applicants argue that subscribers of other wireless carriers
     benefit from expanded roaming options from ALLTEL.[^297] The
     Applicants further argue that the revenue ALLTEL collects from
     providing roaming services to other wireless carriers helps it
     provide quality wireless services to its own subscribers, making
     ALLTEL a more effective competitor in the wireless
     marketplace.[^298]

116. *Improvements in Service Quality*. The Applicants state that the
     merger will lead to improved service in a few aspects. First, the
     Applicants state that the merged entity will be able to provide
     more wireless services on a broader basis than each could deliver
     on a stand-alone basis.[^299] Additionally, the Applicants assert
     that improvements in ALLTEL's network post-merger will allow ALLTEL
     to offer consumers a better product in terms of fewer dropped calls
     and improved sound quality. [^300] The expanded ALLTEL network and
     subscriber base also will, according to the Applicants, increase
     the number of consumers that will be able to make free "in-network"
     calls on ALLTEL's network (*i.e.,* free calls between mobile phone
     customers of the same wireless provider).[^301]

117. *Promotion of Next Generation Services*. The Applicants claim that
     service quality will also be enhanced through the deployment of
     advanced services in rural areas, which generally lags behind urban
     areas.[^302] The Applicants further argue that through the proposed
     transaction, ALLTEL, which serves more rural areas than any other
     wireless carrier, will expand its advanced wireless footprint to
     additional rural areas.[^303] ALLTEL notes that it has significant
     incentive to deploy such services so it may better compete with
     other wireless carriers. Further, the Applicants argue that ALLTEL
     will be able to deploy advanced wireless services in rural areas
     more quickly than it could pre-transaction.[^304] Specifically, the
     Applicants claim they expect that the increased purchasing power
     generated by this transaction should reduce the cost of acquiring
     the equipment to provide advanced services.[^305]

### Conclusion

118. We find that it is likely that the proposed transactions would
     result in many of the transaction-specific public interest benefits
     discussed above. Specifically, in those markets where there are no
     overlaps or where the overlaps are unlikely to cause competitive
     harm, we find that it is likely that the ALLTEL-Midwest Wireless
     transaction will result in many public interest benefits and would
     allow the combined entity to more effectively compete with the
     nationwide carriers. However, while we find that these transactions
     are likely to result in transaction-specific public interest
     benefits and result in the combined company being a more effective
     competitor, we are not able on the basis of this record, using the
     sliding scale approach described above, to conclude that they are
     sufficiently large or imminent to outweigh the potential harms we
     have identified in certain individual markets. In those markets,
     therefore, remedies are necessary to ameliorate likely competitive
     harms.

# CONDITIONS/REMEDIES

119. Using the analytical standards outlined above, we find that the
     Applicants' proposed transaction would likely pose significant
     competitive harms in four local mobile telephony markets. We
     conclude that, in these markets, the potential harms would not be
     outweighed by the proposed transaction's alleged public interest
     benefits. Thus, if our analysis ended at this point, we would have
     to conclude that the Applicants have not demonstrated that the
     proposed transactions, on balance, would serve the public interest,
     convenience and necessity.

120. In its review of proposed transactions, the Commission is empowered
     to impose conditions on the transfer of control of Commission
     licenses to mitigate the harms the transaction would likely create.
     Such conditions are tailored to address the specific harms
     anticipated based on economic analysis, examination of documents
     submitted in response to our inquiry, and public comment contained
     in the record of this proceeding. We conclude that the conditions
     set forth below alter the public interest balance of the proposed
     transaction by mitigating the potential public interest harms.
     Accordingly, with the conditions that we adopt in this Order, and
     assuming the Applicants' compliance with these conditions, we find
     that the Applicants have demonstrated that the proposed transfer of
     licenses would serve the public interest, convenience, and
     necessity.

121. As we discuss more fully below, we decline to impose additional
     conditions proposed by U.S. Cellular and Mr. Welter that we find
     are not designed to remedy merger-specific harms.

## Operating Unit Divestitures

122. We found above that the proposed transaction would be likely to
     cause significant competitive harm in four geographic markets.
     Specifically, our analysis indicated that, in those markets, there
     would not be an adequate number of competing carriers remaining
     after the merger with sufficient network and spectrum assets to
     deter anticompetitive behavior by the merged entity. Subsequent to
     the original filing of its applications, ALLTEL has proposed that
     the merged entity would divest certain cellular licenses and
     related operational and network assets, including certain
     employees, retail sites, and subscribers ("Cellular Operating
     Units").[^306] In addition, ALLTEL has proposed to divest 10 MHz of
     PCS spectrum in Lac qui Parle County ("10 MHz PCS
     Divestiture").[^307] We have reviewed this proposal and find that
     this package of proposed divestitures is sufficient to address the
     concerns identified in our competitive analysis.[^308] Thus, we
     condition this grant of authority to transfer control of licenses
     from Midwest Wireless to ALLTEL on the divestiture of the Cellular
     Operating Units (including all fixed assets, customers, goodwill
     and spectrum associated therewith) and on ALLTEL effectuating the
     10 MHz PCS Divestiture as prescribed in the following
     paragraphs.[^309]

  ---------------------- ------------------------------------------------
  **CMA**                **Name**

  CMA488                 Minnesota 7 -- Chippewa

  CMA489                 Minnesota 8 -- Lac qui Parle

  CMA490                 Minnesota 9 -- Pipestone

  CMA491                 Minnesota 10 -- Le Sueur
  ---------------------- ------------------------------------------------

## Operation of Divestitures

123. Divestiture of the Cellular Operating Units and the 10 MHz PCS
     Divestiture, including the spectrum identified above
     (the "Divestiture Assets"), will be accomplished in the following
     way. A Management Trustee shall be appointed to serve as manager of
     the Divestiture Assets until such assets are sold to third party
     purchasers or transferred to a Divestiture Trustee (who may be the
     same person as the Management Trustee). During the period in which
     the Management Trustee is in day-to-day control of the Divestiture
     Assets, Alltel shall retain *de jure* control and shall have the
     sole power to market and dispose of the Divestiture Assets to
     third-party buyers, subject to the Commission's regulatory powers
     and process with respect to license transfers and assignments and
     the terms of the agreements contained in the DOJ Stipulation, DOJ
     Preservation Order and DOJ Final Judgment.[^310]

124. ALLTEL filed on September 19, 2006, a short-term *de facto*
     transfer leasing application to transfer the Cellular Operating
     Units into the trust with the Management Trustee, and these
     applications include, as we required, a request to approve the
     identity of the Management Trustee and the terms of the trust
     agreement ("Management Trustee Agreement").[^311] We require that
     all of the Divestiture Assets shall be transferred to the trust in
     accordance with the terms of this Order no later than upon
     consummation of this proposed transaction. The Management Trustee
     Agreement includes all reasonable and necessary rights, powers, and
     authorities to permit the Management Trustee to perform his duties
     of day-to-day management of the Divestiture Assets, in the ordinary
     course of business, in order to permit expeditious
     divestiture.[^312] The Management Trustee will serve at the cost
     and expense of the Applicants.[^313]

125. From the date of release of this Order, and until the divestitures
     ordered herein have been consummated, both the Applicants and the
     Management Trustee shall preserve, maintain, and continue to
     support the Divestiture Assets and shall take all steps to manage
     them in a way as to permit prompt divestiture. We require that the
     Applicants and the Management Trustee abide by the same provisions
     relating to the duties of the Management Trustee and the
     preservation of the Divestiture Assets as those contained in the
     DOJ Stipulation.[^314] We also require that, to the extent the DOJ
     Stipulation or the Management Trustee Agreement requires the
     Applicants or the Management Trustee to provide DOJ and the State
     of Minnesota with any reports or requires that the Applicants seek
     any approvals from DOJ and the State of Minnesota, the Applicants
     will also provide such reports to, and seek such approvals from,
     the Commission.[^315]

126. The Applicants will be allowed 120 days from the closing of their
     transaction or five days after notice of entry of the Final
     Judgment, whichever is later (the "Management Period"), to divest
     the Divestiture Assets prior to the second stage of the divestiture
     procedures becoming operative.[^316] Upon application by the
     Applicants to the Bureau, the Bureau may grant one or more
     extensions to the Management Period not to exceed 60 days in the
     aggregate to allow the Applicants further time to dispose of the
     Divestiture Assets.[^317]

127. Upon expiration of the Management Period, any Divestiture Assets
     that remain owned by the Applicants shall be irrevocably
     transferred to a Divestiture Trustee, who shall be solely
     responsible for accomplishing disposal of the Divestiture Assets.
     The Applicants will submit to the Bureau, for approval, both the
     name of the proposed Divestiture Trustee and a draft of the
     divestiture trust agreement[^318] to be entered into with the
     Divestiture Trustee together with an appropriate application to
     effect such transfer no later than 30 days prior to the expiration
     of the Management Period.[^319] The Divestiture Trustee will serve
     at the cost and expense of the Applicants and shall file monthly
     reports with the Bureau setting forth his efforts to divest the
     Divestiture Assets.

128. The Divestiture Trustee shall use its best efforts to sell the
     Divestiture Assets within six months of appointment, subject to the
     Commission's regulatory powers and process with respect to license
     transfers and assignments. The expeditious disposal of the
     Divestiture Assets during this period is of greater importance than
     the price that might otherwise be obtained for such assets. If a
     sale of any of the Divestiture Assets that consist of operating
     units and associated spectrum has not been effectuated within such
     period, the Divestiture Trustee shall file a report with the Bureau
     explaining the Divestiture Trustee's efforts to sell the
     Divestiture Assets, the reasons why the Divestiture Assets have not
     been sold, and the Divestiture Trustee's recommendations. The
     Commission will consider such report and will issue such further
     orders as it considers appropriate.

129. To the extent that the Divestiture Assets are included within the
     DOJ Stipulation and the DOJ Proposed Final Judgment, we will allow
     the Applicants to proceed to divest such assets in accordance with
     the terms of the agreements that are contained in those documents.
     To the extent that this Order requires divestitures in any market
     that are more extensive than those required by DOJ, we require that
     the Applicants comply with this Order and completely dispose of the
     Divestiture Assets included in such markets. To the extent that we
     are requiring divestitures in additional markets than required by
     DOJ, we will require the Applicants, prior to closing their
     transaction, to provide the Commission with documentation
     substantially similar to that provided to DOJ with respect to the
     additional divestitures that we require herein.

# Conclusion

130. We find that competitive harm is unlikely in most mobile telephony
     markets as a result of this transaction. As discussed above,
     however, with regard to four local mobile telephony markets, our
     market-by-market analysis shows that likely competitive harms
     exceed likely benefits of the transaction, and we therefore require
     remedies to ameliorate the expected harm.

# Ordering Clauses

131. Accordingly, having reviewed the applications, the petition and
     comment, and the record in this matter, IT IS ORDERED that,
     pursuant to sections 4(i) and (j), 309, 310(d) of the
     Communications Act of 1934, as amended, 47 U.S.C. §§ 154(i), (j),
     309, 310(d), the applications for the transfer of control of
     licenses from Midwest Wireless to ALLTEL are GRANTED, to the extent
     specified in this Memorandum Opinion and Order and subject to the
     conditions specified below.

132. IT IS FURTHER ORDERED that, pursuant to sections 4(i) and (j), 309,
     310(d) of the Communications Act of 1934, as amended, 47 U.S.C. §§
     154(i), (j), 309, 310(d), the application for the transfer of
     control of a license from Great Western to ALLTEL is GRANTED.

133. IT IS FURTHER ORDERED that the above grant shall include authority
     for ALLTEL to acquire control of: (a) any license or authorization
     issued to Midwest Wireless and its subsidiaries during the
     Commission's consideration of the transfer of control applications
     or the period required for consummation of the transaction
     following approval; (b) construction permits held by such licensees
     that mature into licenses after closing; and (c) applications filed
     by such licensees and that are pending at the time of consummation
     of the proposed transfer of control.

134. IT IS FURTHER ORDERED that, pursuant to section 214 of the
     Communications Act of 1934, as amended, 47 U.S.C. § 214, and
     section 63.24 of the Commission\'s rules, 47 C.F.R. § 63.24, the
     applications to transfer control of international section 214
     authorizations from subsidiaries of Midwest Wireless to ALLTEL are
     GRANTED, subject to the conditions applicable to international
     section 214 authorizations.

135. IT IS FURTHER ORDERED that the Commission's grant of the transfer
     of control of licenses from Midwest Wireless to ALLTEL is
     conditioned upon the completion of the divestitures described in
     Part V of this Memorandum Opinion and Order.

136. IT IS FURTHER ORDERED that, with respect to roaming, ALLTEL may not
     prevent its customers from completing calls in the manner
     contemplated in 47 C.F.R. § 20.12(e), unless specifically requested
     to do so by a subscriber.

137. IT IS FURTHER ORDERED that, pursuant to sections 4(i) and (j), 309,
     and 310(d) of the Communications Act of 1934, as amended, 47 U.S.C.
     §§ 154(i), (j), 309, 310(d), the Petition to Deny the transfer of
     control of licenses and authorizations from Midwest Wireless to
     ALLTEL filed by United States Cellular Corporation is DENIED for
     the reasons stated herein.

138. IT IS FURTHER ORDERED that this Memorandum Opinion and Order SHALL
     BE EFFECTIVE upon release. Petitions for reconsideration under
     section 1.106 of the Commission\'s rules, 47 C.F.R. § 1.106, may be
     filed within thirty days of the date of public notice of this
     order.

FEDERAL COMMUNICATIONS COMMISSION

Marlene H. Dortch

Secretary

**APPENDIX**

**Alltel -- MIDWEST Wireless**

**Analysis of Combined Minnesota 11-Goodhue (CMA492) and Rochester, MN
(CMA288)**

Set forth below is a discussion of the combined Minnesota 11-Goodhue
(CMA492) and Rochester, MN (CMA288) market in which we determined that
the proposed transaction between ALLTEL and Midwest Wireless would raise
no competitive harm issues. The market share and HHI information set
forth below are derived from our analysis of data compiled in our
Numbering Resource Utilization / Forecast (NRUF) database, which tracks
phone number usage by all telecommunications carriers, including
wireless carriers, in the United States. However, our analysis does not
rely solely on market shares to determine which markets are likely to
experience competitive harm as a result of this transaction. Instead, we
analyze each market using a multi-factor, market-specific analysis, as
described in the text of the order to which this appendix is attached,
which draws competitive conclusions based on the totality of the
circumstances present in a given market.

In addition, we examine data from our local number portability database
through June 30, 2005. This information includes each instance of a
customer porting a phone number from one mobile carrier to another, and
indicates both the origin and destination carrier.[^320] We also analyze
carrier launch and coverage information available from a variety of
public sources as well as information regarding spectrum holdings,[^321]
which we obtained from our licensing databases and from the
Applications. Our multi-factor, market-specific analysis employs a
combination of the information derived from all of the data sources
described above, and it provides a reliable basis for making our
determinations herein.

In this case, we have combined CMA492 Minnesota 11-Goodhue and CMA288
Rochester, Minnesota into one market for the purposes of our geographic
market definition, in light of the fact that U.S. Cellular has argued
that the Rochester CMA cannot be viewed on a stand alone basis. CMA492
Minnesota 11-Goodhue surrounds CMA288 Rochester, Minnesota, which
consists solely of Olmstead County, the boundaries of which are
coterminous with the city of Rochester, Minnesota. In the following
analysis, CMA492 Minnesota 11-Goodhue and CMA288 Rochester, Minnesota
are combined and referred to as "The Market."

In The Market (which has a population of about 337,000 and an average
population density of about 65 POPs/sq. mile), ALLTEL has \[REDACTED\]
percent of the wireless subscribers while Midwest Wireless has
\[REDACTED\] percent; combined, these two entities would have a
post-merger share of \[REDACTED\] percent. The other carriers with
market share in The Market are: Sprint Nextel, with \[REDACTED\] percent
of subscribers; Cingular, with \[REDACTED\] percent; T-Mobile, with
\[REDACTED\] percent; and U.S. Cellular, with \[REDACTED\] percent.

The post-merger HHI in The Market would be \[REDACTED\], with a change
from the current figure of \[REDACTED\].

ALLTEL holds between 25 and 35 MHz throughout The Market[^322] and
Midwest Wireless holds between 25 and 40 MHz of spectrum. The merged
entity would hold between 50 and 75 MHz of spectrum throughout the
Market. ALLTEL has launched service in three of the eight counties that
make up The Market, while Midwest Wireless has launched service in all
eight counties. ALLTEL's network covers approximately 25 percent of both
the population and land area of The Market. Midwest Wireless's network
covers approximately 92 percent of the population and 81 percent of the
land area of The Market. ALLTEL had a total of \[REDACTED\]
mobile-to-mobile ports out through June 2005 and \[REDACTED\] to Midwest
Wireless. Midwest Wireless had a total of \[REDACTED\] mobile-to-mobile
ports out through June 2005, and \[REDACTED\] ports were to ALLTEL.

Cingular and Sprint Nextel hold spectrum throughout The Market. Cingular
holds between 10 and 40 MHz of spectrum throughout The Market, and
Sprint Nextel holds 30 MHz of PCS spectrum throughout the market. Also,
T-Mobile, U.S. Cellular, Verizon Wireless, Airadigm, Leap, Cellcom, and
Skagit hold spectrum in portions of the market. Cingular has launched
service in four of eight counties, and its network covers approximately
75 percent of the population and 62 percent of the land area. Sprint
Nextel has launched service in five of eight counties, and its network
covers approximately 81 percent of the population and 41 percent of the
land area of The Market. T-Mobile has launched service in five of eight
counties, and its network covers approximately 64 percent of the
population and 35 percent of the land area. U.S. Cellular has launched
service in two of eight counties, and its network covers approximately
46 percent of the population and 16 percent of the land area of The
Market.

**STATEMENT OF**

**COMMISSIONER MICHAEL J. COPPS**

*Re: Applications of Midwest Wireless Holdings L.L.C. and ALLTEL
Communications, Inc. For Consent to Transfer Control of Licenses and
Authorizations,* *WT Docket No. 05-339.*

I approve this merger for substantially the same reasons I gave in
approving in the larger and analytically comparable merger between
ALLTEL and Western Wireless last year. In light of the divestitures
required by the Department of Justice, I am satisfied that this merger
will not reduce competition below the level we have found acceptable in
earlier mergers.

I am also troubled by ALLTEL's disappointing penetration rate of
E911-enabled handsets. As I explained in our prior decision, our merger
standards require us to look at "citizenship, character, financial,
technical, and other qualifications" and I believe that a corporation's
compliance with our public safety regulations fit squarely under this
rubric.

[^1]: Application to Transfer Control of Licenses Held by Midwest
    Wireless Communications L.L.C. to ALLTEL Communications, Inc., File
    No. 0002391997 (filed Dec. 2, 2005); Application to Transfer Control
    of Licenses Held by Midwest Wireless Iowa L.L.C. to ALLTEL
    Communications, Inc., File No. 0002395311 (filed Dec. 2, 2005);
    Application to Transfer Control of Licenses Held by Midwest Wireless
    Wisconsin L.L.C. to ALLTEL Communications, Inc., File No. 0002395362
    (filed Dec. 2, 2005); Application to Transfer Control of Licenses
    Held by Switch 2000 L.L.C. to ALLTEL Communications, Inc., File No.
    0002395398 (filed Dec. 2, 2005). File No. 0002391997 has been
    designated the lead Application. The other applications each contain
    an exhibit referring to the exhibits attached to file no.
    0002391997. Thus, for convenience, when referring to these
    applications, we only cite to the lead Application. Midwest Wireless
    Communications L.L.C., Midwest Wireless Iowa L.L.C., Midwest
    Wireless Wisconsin L.L.C., and Switch 2000 L.L.C. are subsidiaries
    of Midwest Wireless and are collectively referred to as the "Midwest
    Subsidiaries."

[^2]: Application to Transfer Control of License Held by Great Western
    Cellular Holdings, L.L.C. to WWC Holding Co., Inc., File No.
    0002532959 (filed Mar. 21, 2006) ("Great Western Application").

[^3]: 47 U.S.C. §§ 214(a), 310(d).

[^4]: Application, Exhibit 1, at 1; Great Western Application, Exhibit
    1, at 1; ALLTEL Corporation, Form 10-K, at 1 (Mar. 10, 2006)
    ("ALLTEL Form 10-K") (reporting on the year ending December 31,
    2005).

[^5]: Application, Exhibit 1, at 1; Great Western Application, Exhibit
    1, at 1. ALLTEL acquired WWC on August 1, 2005. *See* Applications
    of Western Wireless Corporation and ALLTEL Corporation, WT Docket
    No. 05-50, *Memorandum Opinion and Order*, 20 FCC Rcd 13053 (2005)
    ("*ALLTEL-Western Wireless Order*"); Notification of Consummation,
    File No. 0002273314, filed Aug. 11, 2005 (notifying the Commission
    that the ALLTEL-Western Wireless transaction closed on August 1,
    2005); ALLTEL Corporation, Annual Review 2005, at 2 (Jan. 31, 2006)
    ("ALLTEL Annual Report"), *available at*
    http://library.corporate-ir.net/media_files/irol/74/74159/05atar/index.pdf
    (last visited Sept. 27, 2006).

[^6]: *See, e.g.*, United States and State of Minnesota v. ALLTEL
    Corporation and Midwest Wireless Holdings LLC, Competitive Impact
    Statement, Case No. 06-cv-03631-RHK-AJB, at 3 (filed Sept. 7, 2006)
    ("DOJ Competitive Impact Statement"). ALLTEL also provides paging
    services to approximately 17,000 customers on a resale basis in
    select markets. ALLTEL Form 10-K at 5.

[^7]: ALLTEL Form 10-K at 5; DOJ Competitive Impact Statement at 3.
    ALLTEL holds 141 PCS licenses covering 32 million POPs. ALLTEL Form
    10-K at 5.

[^8]: ALLTEL Form 10-K at 5.

[^9]: *Id*.

[^10]: ALLTEL Form 10-K at 5-6; *see also* ALLTEL signs 10-year
    nationwide roaming agreement with Sprint, News Release (May 9,
    2006), *available at*
    http://www.alltel.com/corporate/media/news/06/may/n411may0906a.html
    (last visited Sept. 27, 2006).

[^11]: ALLTEL Annual Report at 5.

[^12]: ALLTEL Form 10-K at 5.

[^13]: ALLTEL Annual Report at 5; ALLTEL Form 10-K at 5, 9.

[^14]: ALLTEL Annual Report at 5; ALLTEL Form 10-K at 5, 9.

[^15]: ALLTEL Annual Report at 5; ALLTEL Form 10-K at 5, 9.

[^16]: ALLTEL Annual Report at 5.

[^17]: Application, Exhibit 1, at 2; Midwest Wireless, About US \>
    Company Facts at 1, *available at*
    http://www.midwestwireless.com/Home/AboutUs/CompanyFacts.htm
    ("Midwest Wireless Company Facts") (last visited Sept. 27, 2006);
    Midwest Wireless, About US \> History at 1, *available at*
    http://www.midwestwireless.com/ Home/AboutUs/ History.htm (last
    visited Sept. 27, 2006).

[^18]: Midwest Wireless Company Facts at 1.

[^19]: ALLTEL Corporation, Form 8-K, at 2 (Nov. 18, 2005) ("ALLTEL Form
    8-K"); ALLTEL Form 10-K at 2.

[^20]: Application, Exhibit 1, at 2; Midwest Wireless Company Facts at
    1; About US \> Counties Served at 1, *available at*
    http://www.midwestwireless.com/Home/AboutUs/CountiesServed.htm (last
    visited Sept. 27, 2006); ALLTEL Form 8-K at 2; ALLTEL Form 10-K at
    2; ALLTEL Form 8-K, Exhibit 99(a) at 1.

[^21]: Application, Exhibit 1, at 2; ALLTEL Form 8-K, Exhibit 99(a) at
    1.

[^22]: ALLTEL Form 8-K, Exhibit 99(a) at 1.

[^23]: *See* Great Western Cellular Holdings LLC, Form 602, File No.
    0002077107 (Aug. 19, 2002); *see also* Great Western Cellular
    Partners, Form 602, File No. 0002080616.

[^24]: Great Western Application, Exhibit 1, at 1.

[^25]: That spectrum manager lease arrangement has been extended until
    May 25, 2007.

[^26]: Great Western Application, Exhibit 1, at 3.

[^27]: Application, Exhibit 1, at 2.

[^28]: *Id*.; ALLTEL Form 8-K at 2; ALLTEL Form 10-K at 2. To the extent
    that any of the licenses involved in this transaction are C or F
    Block PCS licenses, or former "designated entity" licenses, no
    restrictions prevent the transfer of control of those licenses to
    ALLTEL, because they were initially granted more than five years ago
    and/or the five-year construction benchmark for any such licenses
    has been met. Furthermore, there is no outstanding debt owed to the
    Commission for any of the licenses or any unjust enrichment payment
    required under the proposed transaction. Application, Exhibit 1, at
    2.

[^29]: Application, Exhibit 1, at 2.

[^30]: *Id*.

[^31]: ALLTEL Form 10-K at 2; ALLTEL Corporation, Form 10-Q, at 21 (May
    9, 2006) (quarterly report for period ending March 31, 2006).

[^32]: DOJ Competitive Impact Statement at 3-4.

[^33]: Great Western Application, Exhibit 1, at 1. In addition, ALLTEL
    had a right to acquire the remaining 51 percent ownership interest
    in Great Western Holdings. Application, Exhibit 1, at 12.

[^34]: Great Western Application, Exhibit 1, at 1.

[^35]: *Id*.

[^36]: 47 U.S.C. § 310(d).

[^37]: *See* *supra* note 1.

[^38]: 47 U.S.C. § 214.

[^39]: Application to Transfer Control of International Section 214
    Authorization Held by Midwest Wireless Communications L.L.C. to
    ALLTEL Communications, Inc., File No. ITC-214-19990224-00111, at 1
    (filed Dec. 2, 2005); Application to Transfer Control of
    International Section 214 Authorization Held by Midwest Wireless
    Wisconsin L.L.C. to ALLTEL Communications, Inc., File No.
    ITC-214-20050819-00333, at 1 (filed Dec. 2, 2005); Application to
    Transfer Control of International Section 214 Authorization Held by
    Midwest Wireless Iowa L.L.C. to ALLTEL Communications, Inc., File
    No. ITC-214-20050819-00334, at 1 (filed Dec. 2, 2005) (collectively,
    "International 214 Applications"). The Applicants are both
    authorized to provide global resold telecommunications services.
    International 214 Applications, Attachment 1, at 1; Application,
    Exhibit 1, at 16.

[^40]: Midwest Wireless Holdings, L.L.C. and ALLTEL Communications, Inc.
    Seek FCC Consent to Transfer Control of Licenses and Authorizations,
    WT Docket No. 05-339, *Public Notice*, 20 FCC Rcd 19834 (2005)
    ("Comment Public Notice"). The Comment Public Notice set due dates
    of January 30, 2006 for Petitions to Deny, February 9, 2006 for
    Oppositions, and February 16, 2005 for Replies. *See id*. at 19834.

[^41]: Comment of Dan Welter, filed Jan. 6, 2006; Petition to Deny of
    United States Cellular Corporation, filed Jan. 30, 2006 ("U.S.
    Cellular Petition to Deny"); Letter from Peter M. Connelly, Holland
    and Knight, to Marlene H. Dortch, Secretary, Federal Communications
    Commission (Jan. 30, 2006) ("U.S. Cellular Confidential Letter").
    During the pleading cycle, ALLTEL and Midwest Wireless requested an
    extension of the February 9, 2006 Opposition deadline. Midwest
    Wireless Holding, L.L.C. and ALLTEL Communications, Inc., Consent
    Motion for Extension of Time, filed Feb. 8, 2006. The Opposition was
    filed on February 16, 2006 and amended on February 17, 2006. ALLTEL
    Communications, Inc. and Midwest Wireless Holding, L.L.C., Joint
    Opposition, filed February 16, 2006; ALLTEL Communications, Inc. and
    Midwest Wireless Holding, L.L.C., Amended Joint Opposition, filed
    February 17, 2006 ("Joint Opposition"). Subsequently, United States
    Cellular Corporation requested an extension of the February 16, 2006
    Reply deadline. United States Cellular Corporation, Motion for
    Extension of Time, filed Feb. 22, 2006. The Reply was filed on March
    1, 2006. United States Cellular Corporation, Reply to Joint
    Opposition, filed Mar. 1, 2006 ("Reply"). Due to technical reasons,
    the Applicants resubmitted the February 17, 2006 Joint Opposition
    via the Commission's Electronic Comment Filing System ("ECFS")
    website on April 24, 2006. ALLTEL Communications, Inc. and Midwest
    Wireless Holding, L.L.C., Joint Opposition, filed April 24, 2006.
    All pleadings and comments are available on ECFS at
    www.fcc.gov/cgb/ecfs/.

[^42]: Applications of Midwest Wireless Holdings, LLC and ALLTEL
    Communications, Inc. For Consent to Transfer Control of Licenses and
    Authorizations, Order Adopting Protective Order, WT Docket No.
    05-339, *Order*, 21 FCC Rcd 1240 (2006).

[^43]: Notice of Request for Access to Carrier Data Filed in the
    Numbering Resource Utilization and Forecast Reports (NRUF), CC
    Docket Nos. 99-200, 95-116, *Public Notice*, 21 FCC Rcd 3972 (2006).

[^44]: ALLTEL Communications, Inc. and Midwest Wireless Holdings, LLC
    Applications for Transfer of Control of Licenses and Authorizations;
    Numbering Resource Utilization and Forecast (NRUF) Reports and Local
    Number Portability Reports Placed into the Record, Subject to
    Protective Order, WT Docket No. 05-339, CC Docket Nos. 99-200,
    95-116, *Public Notice*, 21 FCC Rcd 4345 (2006).

[^45]: Applications for the Transfer of Control of Licenses and
    Authorizations of Midwest Wireless Holdings, L.L.C. and ALLTEL
    Communications, Inc., Protective Order, WT Docket No. 05-339,
    *Protective Order*, DA 06-929 (rel. Apr. 27, 2006).

[^46]: *See* Letter from Frank W. Krogh, Morrison & Foerster LLP, to
    Marlene H. Dortch, Secretary, Federal Communications Commission (May
    9, 2006).

[^47]: On June 13, 2006, ALLTEL and Cingular Wireless LLC ("Cingular")
    filed applications to assign and transfer control of certain
    licenses involved in the ALLTEL-Midwest and ALLTEL-Great Western
    transactions from ALLTEL to Cingular. *See* ALLTEL Communications,
    Inc. and Cingular Wireless LLC Seek FCC Consent to Transfer Control
    of Licenses and Authorizations, WT Docket No. 06-131, *Public
    Notice*, DA 06-1422 (rel. July 10, 2006); Application to *Pro Forma*
    Assign Licenses from WWC Holding Co., Inc. to ALLTEL Corporation,
    File No. 0002649372 (filed June 13, 2006); Application to *Pro
    Forma* Assign Licenses from Great Western Cellular Holdings LLC to
    ALLTEL Corporation, File No. 0002660860 (filed June 13, 2006);
    Application for the Transfer of Control of Licenses from Southern
    Minnesota to ALLTEL, File No. 50006CLTC06 (filed June 22, 2006)
    ("ALLTEL-Cingular Transfer of Control Applications"). These
    applications were withdrawn on August 7, 2006 and August 8, 2006.
    *See* Wireless Telecommunications Bureau Assignment of License
    Authorization Applications, Transfer of Control of Licensee
    Applications, *De Facto* Transfer Lease Applications, Spectrum
    Manager Lease Notifications, Designated Entity Reportable
    Eligibility Event Applications, and Designated Entity Annual Reports
    Action, *Public Notice*, Report No. 2609, at 21, 45, 48 (rel. Aug.
    9, 2006).

[^48]: 47 U.S.C. § 310(d).

[^49]: *See supra* note 2.

[^50]: *See* Wireless Telecommunications Bureau Assignment of License
    Authorization Applications, Transfer of Control of Licensee
    Applications, and *De Facto* Transfer Lease Applications Accepted
    for Filing, *Public Notice*, Report No. 2443, at 5 (rel. Mar. 22,
    2006); *see also* 47 C.F.R. § 1.948(j)(1)(iii).

[^51]: Petition to Deny or Consolidate Proceedings of United States
    Cellular Corporation, filed Apr. 11, 2006. ALLTEL and Great Western
    filed separate oppositions on April 19, 2006. WWC Holding Co., Inc.
    Opposition to Petition to Deny or Consolidate Proceedings, filed
    Apr. 19, 2006 ("WWC Opposition"); Opposition of Great Western
    Cellular Partners, L.L.C., filed Apr. 19, 2006 ("Great Western
    Opposition"). U.S. Cellular filed a reply on April 28, 2006. Reply
    of United States Cellular Corporation, filed Apr. 28, 2006
    ("Reply"). Great Western and U.S. Cellular filed additional letters
    dated May 8, 2006 and May 11, 2006, respectively. Letter from
    Lawrence J. Movshin, Counsel for Great Western Cellular Holdings,
    L.L.C., to Erin McGrath, Mobility Division, Wireless
    Telecommunications Bureau, Federal Communications Commission, May 8,
    2006; Letter from Peter M. Connolly, Counsel to United States
    Cellular Corporation, to Erin McGrath, Mobility Division, Wireless
    Telecommunications Bureau, Federal Communications Commission, May
    11, 2006. All pleadings and comments are available on ULS at
    wireless.fcc.gov/uls/.

[^52]: 15 U.S.C. § 18. In addition, DOJ does not review mergers below
    certain statutorily mandated dollar thresholds, which are currently
    between \$50 and \$200 million. 15 U.S.C. § 18(a).

[^53]: DOJ did not undertake a separate review and analysis of the
    transfer of control of Great Western Holdings to ALLTEL.

[^54]: *See generally* DOJ Competitive Impact Statement. All DOJ filings
    regarding this matter are available at
    http://www.usdoj.gov/atr/cases/alltel2.htm.

[^55]: *See* United States and State of Minnesota v. ALLTEL Corporation
    and Midwest Wireless Holdings LLC, Complaint, Case No.
    06-cv-03631-RHK-AJB (filed Sept. 7, 2006).

[^56]: United States v. ALLTEL Corporation and Midwest Wireless Holdings
    LLC, Preservation of Assets Stipulation and Order, Case No.
    06-cv-03631-RHK-AJB (entered Sept. 8, 2006) ("DOJ Stipulation");
    United States v. ALLTEL Corporation and Midwest Wireless Holdings
    LLC, Preservation of Assets Order, Case No. 06-cv-03631-RHK-AJB
    (entered Sept. 8, 2006) ("DOJ Preservation Order").

[^57]: United States v. ALLTEL Corporation and Midwest Wireless Holdings
    LLC, Proposed Final Judgment, Case No. 06-cv-03631-RHK-AJB (filed
    Sept. 7, 2006) ("DOJ Proposed Final Judgment").

[^58]: *See* *id*. at 3-6; *see also* DOJ Competitive Impact Statement
    at 13-19.

[^59]: *See* DOJ Proposed Final Judgment at 3-5.

[^60]: *See* *id.* at 3. The cellular call signs associated with the
    divestiture are KNKQ432 (Minnesota 7 RSA), KNKN450 (Minnesota 8
    RSA), KNKN282 (Minnesota 9 RSA), and KNKN572 (Minnesota 10 RSA).

[^61]: *See* Letter from Cheryl A. Tritt, Counsel to ALLTEL Corporation,
    to Marlene H. Dortch, Secretary, Federal Communications Commission,
    at 2 (Sept. 14, 2006) ("ALLTEL September 14 Amendment"), *available
    at* Application, Amendment (filed Sept. 14, 2006); *see also* DOJ
    Stipulation at 8-15; DOJ Preservation Order at 9-16.

[^62]: *See* DOJ Proposed Final Judgment at 12-13.

[^63]: ALLTEL September 14 Amendment at 2; DOJ Proposed Final Judgment
    at 23-24.

[^64]: 47 U.S.C. §§ 214(a), 310(d).

[^65]: Section 310(d), 47 U.S.C. § 310(d), requires that we consider the
    applications as if the proposed transferee were applying for the
    licenses directly under section 308 of the Act, 47 U.S.C. § 308.
    *See, e.g.,* Applications of Nextel Partners, Inc., Transferor, and
    Nextel WIP Corp. and Sprint Nextel Corporation, Transferees,
    *Memorandum Opinion and Order*, 21 FCC Rcd 7358, 7360 ¶ 7 (2006)
    ("*Sprint Nextel-Nextel Partners Order*"); SBC Communications Inc.
    and AT&T Corp. Applications for Approval of Transfer of Control, WC
    Docket No. 05-65, *Memorandum Opinion and Order*, 20 FCC Rcd 18290,
    18300 ¶ 16 (2005) ("*SBC-AT&T Order*"); Verizon Communications Inc.
    and MCI, Inc. Applications for Approval of Transfer of Control, WC
    Docket No. 05-75, *Memorandum Opinion and Order*, 20 FCC Rcd 18433,
    18442 ¶ 16 (2005) ("*Verizon-MCI Order*"); Applications of Nextel
    Communications, Inc. and Sprint Corporation, WT Docket No. 05-63,
    *Memorandum Opinion and Order*, 20 FCC Rcd 13967, 13976 ¶ 20 (2005)
    ("*Sprint-Nextel Order*"); *ALLTEL-Western Wireless Order*, 20 FCC
    Rcd at 13062 ¶ 17 (2005); Applications of AT&T Wireless Services,
    Inc. and Cingular Wireless Corporation, WT Docket No. 04-70,
    *Memorandum Opinion and Order*, 19 FCC Rcd 21522, 21542 ¶ 40 (2004)
    ("*Cingular-AT&T Wireless Order*").

[^66]: *See, e.g., Sprint Nextel-Nextel Partners Order*, 21 FCC Rcd at
    7360 ¶ 7; *SBC-AT&T Order*, 20 FCC Rcd at 18300 ¶ 16; *Verizon-MCI
    Order*, 20 FCC Rcd at 18442-43 ¶ 16; *Sprint-Nextel Order*, 20 FCC
    Rcd at 13976 ¶ 20; *ALLTEL-Western Wireless Order*, 20 FCC Rcd at
    13062 ¶ 17; *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21542-43
    ¶ 40.

[^67]: *See, e.g., SBC-AT&T Order*, 20 FCC Rcd at 18300 ¶ 16;
    *Verizon-MCI Order*, 20 FCC Rcd at 18442-43 ¶ 16; *Sprint-Nextel
    Order*, 20 FCC Rcd at 13976 ¶ 20.

[^68]: *See, e.g., Sprint Nextel-Nextel Partners Order*, 21 FCC Rcd at
    7360 ¶ 7; *SBC-AT&T Order*, 20 FCC Rcd at 18300 ¶ 16; *Verizon-MCI
    Order*, 20 FCC Rcd at 18443 ¶ 16; *Sprint-Nextel Order*, 20 FCC Rcd
    at 13976 ¶ 20; *ALLTEL-Western Wireless Order*, 20 FCC Rcd at
    13062-63 ¶ 17; *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21543
    ¶ 40.

[^69]: *See, e.g., Sprint Nextel-Nextel Partners Order*, 21 FCC Rcd at
    7360 ¶ 7; *SBC-AT&T Order*, 20 FCC Rcd at 18300 ¶ 16; *Verizon-MCI
    Order*, 20 FCC Rcd at 18443 ¶ 16; *Sprint-Nextel Order*, 20 FCC Rcd
    at 13976-77 ¶ 20; *ALLTEL-Western Wireless Order*, 20 FCC Rcd at
    13063 ¶ 17; *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21543 ¶
    40.

[^70]: 47 U.S.C. § 309(e). *See also* *SBC-AT&T Order*, 20 FCC Rcd at
    18300-01 ¶ 16; *Verizon-MCI Order*, 20 FCC Rcd at 18443 ¶ 16;
    *Sprint-Nextel Order*, 20 FCC Rcd at 13977 ¶ 20; *ALLTEL-Western
    Wireless Order*, 20 FCC Rcd at 13063 ¶ 17; *Cingular-AT&T Wireless
    Order*, 19 FCC Rcd at 21543-44 ¶ 40. Section 309(e)'s requirement
    applies only to those applications to which Title III of the Act
    applies, *i.e.*, radio station licenses. We are not required to
    designate for hearing applications for the transfer or assignment of
    Title II authorizations when we are unable to find that the public
    interest would be served by granting the applications, *see* ITT
    World Communications, Inc. v. FCC, 595 F.2d 897, 901 (2d Cir. 1979),
    but of course may do so if we find that a hearing would be in the
    public interest.

[^71]: *See* 47 U.S.C. §§ 308, 310(d); *see also SBC-AT&T Order*, 20 FCC
    Rcd at 18379 ¶ 171; *Verizon-MCI Order*, 20 FCC Rcd at 18525-26 ¶
    183; *Sprint-Nextel Order*, 20 FCC Rcd at 13979 ¶ 24;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13063 ¶ 18;
    *Cingular-AT&T Wireless Order,* 19 FCC Rcd 21546 ¶ 44.

[^72]: *See* 47 U.S.C. § 310(d); 47 C.F.R. § 1.948; *see also Sprint
    Nextel-Nextel Partners Order*, 21 FCC Rcd at 7361 ¶ 10; *SBC-AT&T
    Order*, 20 FCC Rcd at 18379 ¶ 171; *Verizon-MCI Order*, 20 FCC Rcd
    at 18526 ¶ 183; *Sprint-Nextel Order*, 20 FCC Rcd at 13979 ¶ 24;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13063 ¶ 18;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd 21546 ¶ 44.

[^73]: *See, e.g.,* *Sprint Nextel-Nextel Partners Order*, 21 FCC Rcd at
    7362 ¶ 10; *SBC-AT&T Order*, 20 FCC Rcd at 18379 ¶ 171; *Verizon-MCI
    Order*, 20 FCC Rcd at 18526 ¶ 183; *Sprint-Nextel Order*, 20 FCC Rcd
    at 13979 ¶ 24; *ALLTEL-Western Wireless Order*, 20 FCC Rcd at
    13063-64 ¶ 18; *Cingular-AT&T Wireless Order,* 19 FCC Rcd at 21546 ¶
    44. *See also* Stephen F. Sewell, Assignment and Transfers of
    Control of FCC Authorizations under Section 310 (d) of the
    Communications Act of 1934, 43 [Fed. Comm]{.smallcaps}. L. J. 277,
    339-40 (1991). The policy of not approving assignments or transfers
    when issues regarding the licensee's basic qualifications remain
    unresolved is designed to prevent licensees from evading
    responsibility for misdeeds committed during the license period.
    *See id*.

[^74]: *See, e.g., Sprint Nextel-Nextel Partners Order*, 21 FCC Rcd at
    7362 ¶ 10; *SBC-AT&T Order*, 20 FCC Rcd at 18379 ¶ 171; *Verizon-MCI
    Order*, 20 FCC Rcd at 18526 ¶ 183; *ALLTEL-Western Wireless Order*,
    20 FCC Rcd at 13064 ¶ 18; *Cingular-AT&T Wireless Order*, 19 FCC Rcd
    at 21546 ¶ 44.

[^75]: *See, e.g., ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13064 ¶
    18; *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21548 ¶ 47. The
    Commission will consider any violation of any provision of the Act,
    or of the Commission's rules or policies, as predictive of an
    applicant's future truthfulness and reliability and, thus, as having
    a bearing on an applicant's character qualifications. *SBC-AT&T
    Order*, 20 FCC Rcd at 18379 ¶ 172; *Verizon-MCI Order*, 20 FCC Rcd
    at 18526 ¶ 184; *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13064
    n.85; *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21548 ¶ 47;
    Policy Regarding Character Qualifications In Broadcast Licensing
    Amendment of Rules of Broadcast Practice and Procedure Relating to
    Written Responses to Commission Inquiries and the Making of
    Misrepresentations to the Commission by Permittees and Licensees,
    Gen. Docket No. 81-500, *Report and Order and Policy Statement*, 100
    F.C.C. 2d 1179, 1209-10 ¶ 57 (1986), *modified,* 5 FCC Rcd 3252
    (1990), *recon. granted in part*, 6 FCC Rcd 3448 (1991), *modified
    in part*, 7 FCC Rcd 6564 (1992).

[^76]: *See, e.g., ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13064 ¶
    18; *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21548 ¶ 47. The
    Commission previously has determined that in its review of character
    issues, it will consider forms of adjudicated, non-Commission
    related misconduct that include: (1) felony convictions; (2)
    fraudulent misrepresentations to governmental units; and (3)
    violations of antitrust or other laws protecting competition. *See,
    e.g., SBC-AT&T Order*, 20 FCC Rcd at 18379 ¶ 172; *Verizon-MCI
    Order*, 20 FCC Rcd at 18526 ¶ 184; *ALLTEL-Western Wireless Order*,
    20 FCC Rcd at 13064 n.86; *Cingular-AT&T Wireless Order*, 19 FCC Rcd
    at 21548 ¶ 47.

[^77]: *See, e.g., SBC-AT&T Order*, 20 FCC Rcd at 18301 ¶ 17;
    *Verizon-MCI Order*, 20 FCC Rcd at 18443 ¶ 17; *Sprint-Nextel
    Order*, 20 FCC Rcd at 13977 ¶ 21; *ALLTEL-Western Wireless Order*,
    20 FCC Rcd at 13064 ¶ 19; *Cingular-AT&T Wireless Order*, 19 FCC Rcd
    at 21544 ¶ 41.

[^78]: *See SBC-AT&T Order*, 20 FCC Rcd at 18301 ¶ 17; *Verizon-MCI
    Order*, 20 FCC Rcd at 18443-44 ¶ 17; *Sprint-Nextel Order*, 20 FCC
    Rcd at 13977 ¶ 21; *ALLTEL-Western Wireless Order*, 20 FCC Rcd at
    13064 ¶ 19; *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21544 ¶
    41.

[^79]: *See, e.g., SBC-AT&T Order*, 20 FCC Rcd at 18301 ¶ 17;
    *Verizon-MCI Order*, 20 FCC Rcd at 18444 ¶ 17; *Sprint-Nextel
    Order*, 20 FCC Rcd at 13977 ¶ 21; *ALLTEL-Western Wireless Order*,
    20 FCC Rcd at 13064-65 ¶ 19; *Cingular-AT&T Wireless Order*, 19 FCC
    Rcd at 21544 ¶ 41.

[^80]: *See, e.g., SBC-AT&T Order*, 20 FCC Rcd at 18301-02 ¶ 17;
    *Verizon-MCI Order*, 20 FCC Rcd at 18444 ¶ 17; *Sprint-Nextel
    Order*, 20 FCC Rcd at 13977 ¶ 21; *ALLTEL-Western Wireless Order*,
    20 FCC Rcd at 13065 ¶ 19; *Cingular-AT&T Wireless Order*, 19 FCC Rcd
    at 21544 ¶ 41.

[^81]: *See, e.g., SBC-AT&T Order*, 20 FCC Rcd at 18302 ¶ 18;
    *Verizon-MCI Order*, 20 FCC Rcd at 18444 ¶ 18; *Sprint-Nextel
    Order*, 20 FCC Rcd at 13977-78 ¶ 22; *ALLTEL-Western Wireless
    Order*, 20 FCC Rcd at 13065 ¶ 20; *Cingular-AT&T Wireless Order*, 19
    FCC Rcd at 21544 ¶ 42. *See also* Satellite Business Systems,
    *Memorandum, Opinion, Order, Authorization and* Certification, 62
    F.C.C.2d 997, 1088 (1977), *aff'd sub nom* United States v. FCC, 652
    F.2d 72 (DC Cir. 1980) (*en banc*); Northern Utilities Service Co.
    v. FERC, 993 F.2d 937, 947-48 (1^st^ Cir. 1993) (stating that public
    interest standard does not require agencies "to analyze proposed
    mergers under the same standards that the Department of Justice . .
    . must apply").

[^82]: *See, e.g., SBC-AT&T Order*, 20 FCC Rcd at 18302 ¶ 18;
    *Verizon-MCI Order*, 20 FCC Rcd at 18444 ¶ 18; *Sprint-Nextel
    Order*, 20 FCC Rcd at 13978 ¶ 22; *ALLTEL-Western Wireless Order*,
    20 FCC Rcd at 13065 ¶ 20; *Cingular-AT&T Wireless Order*, 19 FCC Rcd
    at 21544 ¶ 42.

[^83]: 15 U.S.C. § 18.

[^84]: *See, e.g., SBC-AT&T Order*, 20 FCC Rcd at 18302 ¶ 18;
    *Verizon-MCI Order*, 20 FCC Rcd at 18444 ¶ 18; *Sprint-Nextel
    Order*, 20 FCC Rcd at 13978 ¶ 22; *ALLTEL-Western Wireless Order*,
    20 FCC Rcd at 13065 ¶ 20; *Cingular-AT&T Wireless Order*, 19 FCC Rcd
    at 21545 ¶ 42.

[^85]: *See, e.g.,* *SBC-AT&T Order*, 20 FCC Rcd at 18302 ¶ 18;
    *Verizon-MCI Order*, 20 FCC Rcd at 18444 ¶ 18; *Sprint-Nextel
    Order*, 20 FCC Rcd at 13978 ¶ 22; *ALLTEL-Western Wireless Order*,
    20 FCC Rcd at 13065 ¶ 20; *Cingular-AT&T Wireless Order*, 19 FCC Rcd
    at 21545 ¶ 42.

[^86]: *See, e.g., SBC-AT&T Order*, 20 FCC Rcd at 18302 ¶ 18;
    *Verizon-MCI Order*, 20 FCC Rcd at 18444 ¶ 18; *Sprint-Nextel
    Order*, 20 FCC Rcd at 13978 ¶ 22; *ALLTEL-Western Wireless Order*,
    20 FCC Rcd at 13065 ¶ 20; *Cingular-AT&T Wireless Order*, 19 FCC Rcd
    at 21545 ¶ 42.

[^87]: *See, e.g., SBC-AT&T Order*, 20 FCC Rcd at 18302 ¶ 18;
    *Verizon-MCI Order*, 20 FCC Rcd at 18444 ¶ 18; *Sprint-Nextel
    Order*, 20 FCC Rcd at 13978 ¶ 22; *ALLTEL-Western Wireless Order*,
    20 FCC Rcd at 13065 ¶ 20; *Cingular-AT&T Wireless Order*, 19 FCC Rcd
    at 21545 ¶ 42.

[^88]: *See*, *e.g., SBC-AT&T Order*, 20 FCC Rcd at 18302 ¶ 18;
    *Verizon-MCI Order*, 20 FCC Rcd at 18445 ¶ 18; *Sprint-Nextel
    Order*, 20 FCC Rcd at 13978 ¶ 22; *ALLTEL-Western Wireless Order*,
    20 FCC Rcd at 13065 ¶ 20; *Cingular-AT&T Wireless Order*, 19 FCC Rcd
    at 21545 ¶ 42.

[^89]: *See, e.g., Sprint Nextel-Nextel Partners Order*, 21 FCC Rcd at
    7361 *¶* 9*; SBC-AT&T Order*, 20 FCC Rcd at 18302 ¶ 19; *Verizon-MCI
    Order*, 20 FCC Rcd at 18445 ¶ 19; *Sprint-Nextel Order*, 20 FCC Rcd
    at 13978 ¶ 23; *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13065
    ¶ 21; *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21545 ¶ 43
    (conditioning approval on the divestiture of operating units in
    select markets). *See also* *WorldCom-MCI Order*, 13 FCC Rcd at
    18032 ¶ 10 (conditioning approval on the divesture of MCI's Internet
    assets); *Deutsche Telekom-VoiceStream Wireless Order*, 16 FCC Rcd
    9779 (2001) (conditioning approval on compliance with agreements
    with Department of Justice and Federal Bureau of Investigation
    addressing national security, law enforcement, and public safety
    concerns).

[^90]: 47 U.S.C. § 303(r). *See also Sprint Nextel-Nextel Partners
    Order*, 21 FCC Rcd at 7361 *¶* 9; *SBC-AT&T Order*, 20 FCC Rcd at
    18302-03 ¶ 19; *Verizon-MCI Order*, 20 FCC Rcd at 18445 ¶ 19;
    *Sprint-Nextel Order*, 20 FCC Rcd at 13978-79 ¶ 23; *ALLTEL-Western
    Wireless Order*, 20 FCC Rcd at 13066 ¶ 21; *Cingular-AT&T Wireless
    Order*, 19 FCC Rcd at 21545 ¶ 43; FCC v. Nat'l Citizens Comm. for
    Broadcasting, 436 U.S. 775 (1978) (upholding broadcast-newspaper
    cross-ownership rules adopted pursuant to section 303(r)); United
    States v. Southwestern Cable Co., 392 U.S. 157, 178 (1968) (section
    303(r) powers permit Commission to order cable company not to carry
    broadcast signal beyond station's primary market); United Video,
    Inc. v. FCC, 890 F.2d 1173, 1182-83 (D.C. Cir. 1989) (syndicated
    exclusivity rules adopted pursuant to section 303(r) authority).

[^91]: 47 U.S.C. § 214(c). *See also* *SBC-AT&T Order*, 20 FCC Rcd at
    18303 ¶ 19; *Verizon-MCI Order*, 20 FCC Rcd at 18445 ¶ 19;
    *Sprint-Nextel Order*, 20 FCC Rcd at 13979 ¶ 23; *ALLTEL-Western
    Wireless Order*, 20 FCC Rcd at 13066 ¶ 21; *Cingular-AT&T Wireless
    Order*, 19 FCC Rcd at 21545 ¶ 43.

[^92]: *See, e.g., SBC-AT&T Order*, 20 FCC Rcd at 18303 ¶ 19;
    *Verizon-MCI Order*, 20 FCC Rcd at 18445 ¶ 19; *Sprint-Nextel
    Order*, 20 FCC Rcd at 13979 ¶ 23; *ALLTEL-Western Wireless Order*,
    20 FCC Rcd at 13066 ¶ 21; *Cingular-AT&T Wireless Order*, 19 FCC Rcd
    at 21545 ¶ 43. *See also* Schurz Communications, Inc. v. FCC, 982
    F.2d 1043, 1049 (7^th^ Cir. 1992) (discussing Commission's authority
    to trade off reduction in competition for increase in diversity in
    enforcing public interest standard).

[^93]: *See, e.g., Sprint Nextel-Nextel Partners Order*, 21 FCC Rcd at
    7361 *¶* 9; *SBC-AT&T Order*, 20 FCC Rcd at 18303 ¶ 19; *Verizon-MCI
    Order*, 20 FCC Rcd at 18445 ¶ 19; *Sprint-Nextel Order*, 20 FCC Rcd
    at 13979 ¶ 23; *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13066
    ¶ 21; *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21545-46 ¶ 43.

[^94]: *See, e.g.,* *Sprint Nextel-Nextel Partners Order*, 21 FCC Rcd at
    7361 *¶* 9; *SBC-AT&T Order*, 20 FCC Rcd at 18303 ¶ 19; *Verizon-MCI
    Order*, 20 FCC Rcd at 18445 ¶ 19; *Sprint-Nextel Order*, 20 FCC Rcd
    at 13979 ¶ 23; *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13066
    ¶ 21; *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21546 ¶ 43.

[^95]: *See, e.g., Sprint Nextel-Nextel Partners Order*, 21 FCC Rcd at
    7361 *¶* 9; *SBC-AT&T Order*, 20 FCC Rcd at 18303 ¶ 19; *Verizon-MCI
    Order*, 20 FCC Rcd at 18445 ¶ 19; *Sprint-Nextel Order*, 20 FCC Rcd
    at 13979 ¶ 23; *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13066
    ¶ 22; *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21546 ¶ 43.

[^96]: *See infra* ¶¶ 88-91 (analyzing the competitive effects of these
    transactions in the Minnesota 11 RSA). Since ALLTEL already
    indirectly holds 49.9 percent of GWC Holdings, GWC Holdings'
    spectrum would be attributed to ALLTEL even in the absence of the
    proposal to transfer control of GWC Holdings to ALLTEL. Therefore,
    an analysis of the ALLTEL-Midwest Wireless transaction in isolation
    from the ALLTEL-Great Western transaction would not result in any
    change in attributable spectrum aggregation or subscriber-based
    concentration measures.

[^97]: *See, e.g.,* *Sprint-Nextel Order*, 20 FCC Rcd at 13981 ¶ 30;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13066 ¶ 22;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21556 ¶ 68; Horizontal
    Merger Guidelines, issued by the U.S. Department of Justice and the
    Federal Trade Commission, at § 0.1 (Apr. 2, 1992, revised Apr. 8,
    1997) ("*DOJ/FTC Merger Guidelines*").

[^98]: *See, e.g.,* *Sprint-Nextel Order*, 20 FCC Rcd at 13981 ¶ 30;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13067 ¶ 22;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21556 ¶ 68; *DOJ/FTC
    Merger Guidelines* at § 0.1, n.6.

[^99]: *See, e.g.,* *Sprint-Nextel Order*, 20 FCC Rcd at 13981 ¶ 30;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13067 ¶ 22;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21556 ¶ 68.

[^100]: *See, e.g.,* *Sprint-Nextel Order*, 20 FCC Rcd at 13981 ¶ 31;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13067 ¶ 23;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21556 ¶ 69; *DOJ/FTC
    Merger Guidelines* at § 1.0.

[^101]: *See, e.g.,* *Sprint-Nextel Order*, 20 FCC Rcd at 13981 ¶ 31;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13067 ¶ 23;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21556 ¶ 69.

[^102]: *See, e.g.,* *Sprint-Nextel Order*, 20 FCC Rcd at 13981 ¶ 31;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13067 ¶ 23;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21556 ¶ 69.

[^103]: *See, e.g.,* *Sprint-Nextel Order*, 20 FCC Rcd at 13981 ¶ 31;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13067 ¶ 23;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21557 ¶ 69.

[^104]: *See, e.g.,* *Sprint-Nextel Order*, 20 FCC Rcd at 13981 ¶ 31;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13067 ¶ 23;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21557 ¶ 69.

[^105]: *See, e.g.,* *Sprint-Nextel Order*, 20 FCC Rcd at 13981 ¶ 31;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13067 ¶ 23;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21557 ¶ 69.

[^106]: *See, e.g.,* *Sprint-Nextel Order*, 20 FCC Rcd at 13981 ¶ 32;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13067 ¶ 24;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21557 ¶ 70.

[^107]: *See, e.g.,* *Sprint-Nextel Order*, 20 FCC Rcd at 13981 ¶ 32;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13067 ¶ 24;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21557 ¶ 70.

[^108]: *See, e.g.,* *Sprint-Nextel Order*, 20 FCC Rcd at 13982 ¶ 32;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13067 ¶ 24;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21557 ¶ 70.

[^109]: *See, e.g.,* *Sprint-Nextel Order*, 20 FCC Rcd at 13982 ¶ 32;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13067 ¶ 24;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21557 ¶ 70.

[^110]: *See, e.g.,* *Sprint-Nextel Order*, 20 FCC Rcd at 13982 ¶ 32;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13067 ¶ 24;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21557 ¶ 70.

[^111]: *See, e.g.,* *Sprint-Nextel Order*, 20 FCC Rcd at 13981 ¶ 32;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13067 ¶ 24;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21557 ¶ 70.

[^112]: *See, e.g.,* *Sprint-Nextel Order*, 20 FCC Rcd at 13981 ¶ 32;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13067 ¶ 24;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21557 ¶ 70.

[^113]: *See, e.g.,* *Sprint-Nextel Order*, 20 FCC Rcd at 13981 ¶ 32;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13067 ¶ 24;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21557 ¶ 70.

[^114]: *See, e.g.,* *Sprint-Nextel Order*, 20 FCC Rcd at 13983 ¶ 38;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13068 ¶ 28;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21558 ¶ 74.

[^115]: *See, e.g.,* *Sprint-Nextel Order*, 20 FCC Rcd at 13983 ¶ 38;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13068 ¶ 29;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21557 ¶ 74.

[^116]: *See, e.g.,* *Sprint-Nextel Order*, 20 FCC Rcd at 13983 ¶ 38;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13068-69 ¶¶ 29-30;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21559-60 ¶¶ 77, 79.

[^117]: *See* Application, Exhibit 1, at 7.

[^118]: *See Sprint-Nextel Order*, 20 FCC Rcd at 13987 ¶ 44;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13069 ¶ 31;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21560 ¶ 80.

[^119]: *See Sprint-Nextel Order*, 20 FCC Rcd at 13987 ¶ 45.

[^120]: *See id.* at 13990 ¶ 56; *ALLTEL-Western Wireless Order*, 20 FCC
    Rcd at 13070 ¶ 35; *Cingular-AT&T Wireless Order*, 19 FCC Rcd at
    21562-63 ¶¶ 89-90.

[^121]: *See* *Sprint-Nextel Order*, 20 FCC Rcd at 13991 ¶ 57;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13072-73 ¶¶ 44-45;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21567-68 ¶¶ 104-105.

[^122]: *See* Application, Exhibit 1, at 7.

[^123]: U.S. Cellular Petition to Deny at 10-11. *See also*
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13073 ¶ 45.

[^124]: *See* U.S. Cellular Petition to Deny at 11.

[^125]: *See Sprint-Nextel Order,* 20 FCC Rcd at 13990 ¶ 56;
    *ALLTEL-Western Wireless Order,* 20 FCC Rcd at 13070 ¶ 35;
    *Cingular-AT&T Wireless Order,* 19 FCC Rcd at 21563 ¶ 90. *See*
    Implementation of Section 6002(b) of the Omnibus Budget
    Reconciliation Act of 1993, Annual Report and Analysis of
    Competitive Market Conditions with Respect to Commercial Mobile
    Services, *Tenth Report*, 20 FCC Rcd 15908, 15971-72 ¶ 174 (2006)
    ("*Tenth Competition Report*") (indicating that the average person
    shops for mobile telephony services in markets that include place of
    work, place of residence, and surrounding areas that are
    economically related; such areas generally are larger than
    counties); discussion *infra* ¶ 35 (discussing size of
    economically-related areas in which consumers would be expected to
    shop for wireless services, *citing* Kenneth P. Johnson & John R.
    Kort, *2004 Redefinition of the BEA Economic Areas*, [Surv. of
    Current Bus.]{.smallcaps}, Nov. 2004, at 68-71).

[^126]: *See, e.g.,* *Sprint-Nextel Order,* 20 FCC Rcd at 13990-91 ¶ 56;
    *ALLTEL-Western Wireless Order,* 20 FCC Rcd at 13070 ¶ 36;
    *Cingular-AT&T Wireless Order,* 19 FCC Rcd at 21563 ¶ 90. We assume
    that, although the hypothetical monopolist is the only seller of
    service in the county, customers can still receive service in the
    county if they purchase their service elsewhere, because there are
    other carriers who serve the county but do not have stores there, or
    because other carriers have roaming agreements with the hypothetical
    monopolist at prices that are not passed on to the customer, or
    because the customer can purchase service from the hypothetical
    monopolist itself in a different county at a lower price. As to the
    last point, we note that wireless carriers do not charge their
    customers different prices for service on different portions of
    their own network. *See* *Sprint-Nextel Order*, 20 FCC Rcd at 13991
    n.146; *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13070 n.121;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21563 n.298.

[^127]: *See*, *e.g., ALLTEL-Western Wireless Order*, 20 FCC Rcd at
    13073 ¶ 45; *Cingular-AT&T Wireless Order,* 19 FCC Rcd at 21568 ¶
    105.

[^128]: *Sprint-Nextel Order,* 20 FCC Rcd at 13992 ¶ 61; *ALLTEL-Western
    Wireless Order,* 20 FCC Rcd at 13071 ¶ 41; *Cingular-AT&T Wireless
    Order,* 19 FCC Rcd at 21560-61 ¶ 81.

[^129]: We find, consistent with previous Commission determinations,
    that Broadband Radio Service/Educational Broadband Service
    ("BRS/EBS") 2.5 GHz spectrum is not currently part of the input
    market for mobile telephony service. Currently, this spectrum is
    committed to uses other than mobile telephony. *See Sprint-Nextel
    Order*, 20 FCC Rcd at 13992-93 ¶ 61; *ALLTEL-Western Wireless
    Order*, 20 FCC Rcd at 10371 n.127*;* *Cingular-AT&T Wireless Order*,
    19 FCC Rcd at 21561 n.283. We note that this spectrum is currently
    subject to rebanding requirements, which will alter the bandwidth
    held by Sprint Nextel and which will be made available to the
    market. This will result in less available total bandwidth, but will
    provide more contiguous spectrum suitable for the provision of
    advanced mobile services, which may include mobile telephony
    services. Subsequent to the adoption of the *Cingular-AT&T Wireless
    Order*, Congress adopted the Commercial Spectrum Enhancement Act,
    Public Law No. 108-494 (2004), enabling the Commission to announce
    its intent to auction Advanced Wireless Services ("AWS") licenses as
    early as June 2006. *See* FCC to Commence Spectrum Auction that Will
    Provide American Consumers New Wireless Broadband Services, *News*
    *Release* (rel. Dec. 29, 2004). This auction, Auction No. 66, closed
    on September 18, 2006. *See* FCC's Advanced Wireless Services (AWS)
    Spectrum Auction Concludes, *News Release* (rel. Sept. 18, 2006). In
    the auction, a total of 104 bidders won 1,087 licenses. *Id*.;
    Auction of Advanced Wireless Services Licenses Closes; Winning
    Bidders Announced for Auction No. 66, *Public Notice*, Report No.
    AUC-06-66-F (Auction No. 66), DA 06-1882 (rel. Sept. 20, 2006). It
    is clear that some portion of the AWS spectrum will be licensed in
    the near-term future. Nevertheless, given the time required to
    relocate existing government users of this spectrum, to issue new
    licenses, and for licensees to build systems that operate in this
    spectrum, we conclude that it is still premature to classify the AWS
    spectrum as suitable for the provision of mobile telephony services
    for purposes of our analysis here. We anticipate that in the future,
    as more spectrum becomes available, technological developments lead
    to performance advances, and allocations are revised, the Commission
    may from time-to-time need to re-evaluate whether additional
    spectrum should be viewed as suitable for the provision of mobile
    telephony services.

[^130]: The approximately 200 MHz of spectrum includes 50 MHz for
    cellular services, 120 MHz for Broadband PCS, and additional
    spectrum for SMR. *See* Implementation of Section 6002(b) of the
    Omnibus Budget Reconciliation Act of 1993, Annual Report and
    Analysis of Competitive Market Conditions with Respect to Commercial
    Mobile Services, WT Docket No. 06-17, *Eleventh Report*, FCC 06-142,
    at ¶¶ 62-64 (rel. Sept. 29, 2006) ("*Eleventh Competition Report*").
    *See also* *Sprint-Nextel Order,* 20 FCC Rcd at 13992 n.155;
    *ALLTEL-Western Wireless Order,* 20 FCC Rcd at 13071 ¶ 41;
    *Cingular-AT&T Wireless Order,* 19 FCC Rcd at 21561 ¶ 81.

[^131]: *See* Application, Exhibit 1, at 14.

[^132]: *See, e.g., Sprint-Nextel Order,* 20 FCC Rcd at 13991 ¶ 58;
    *ALLTEL-Western Wireless Order,* 20 FCC Rcd at 13070-71 ¶¶ 38-39;
    *Cingular-AT&T Wireless Order,* 19 FCC Rcd at 21563 ¶ 92. Today,
    resellers are often referred to as MVNOs. MVNOs are distinguished
    from "traditional" resellers by a variety of factors, including
    brand appeal, distribution channels, bundling wireless and
    non-wireless products, and value-added services. *See*
    Implementation of Section 6002(b) of the Omnibus Budget
    Reconciliation Act of 1993, Annual Report and Analysis of
    Competitive Market Conditions with Respect to Commercial Mobile
    Services, *Ninth Report*, 19 FCC Rcd 20597, 20614 n.71 (2005).

[^133]: *See* Global Com, Iridium Satellite Phone Service Plans, at
    http://www.globalcomsatphone.com/satellite/
    services/iridium_service_plans.html (last visited Sept. 29, 2006);
    GlobalStar, Airtime Pricing, Voice Pricing, at
    http://www.globalcomsatphone.com/satellite/services/globalstar.html/
    (last visited Sept. 29, 2006). *See also* *Sprint-Nextel Order,* 20
    FCC Rcd at 13991 ¶ 58; *ALLTEL-Western Wireless Order,* 20 FCC Rcd
    at 13070 ¶ 38.

[^134]: *See* *Sprint-Nextel Order*, 20 FCC Rcd at 13991 ¶ 58;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13070 ¶ 38. Wireless
    VoIP services are nomadic in the sense that one can use them from a
    number of different locations (for example, by using a laptop at
    different internet cafes all over a town). *Sprint-Nextel Order*, 20
    FCC Rcd at 13991 n.151. VoIP using mobile phones is not anticipated
    to be available until sometime in 2007. *See, e.g.,* John Blau,
    *Mobile VoIP not here until 2007,* [Techworld]{.smallcaps}, March
    13, 2006, available at http://www.techworld.com/
    mobility/news/index.cfm?NewsID=5553 (last visited Sept. 27, 2006).

[^135]: *Sprint-Nextel Order,* 20 FCC Rcd at 13993-94 ¶ 63-65;
    *ALLTEL-Western Wireless Order,* 20 FCC Rcd at 13071-74 ¶ 40-49;
    *Cingular-AT&T Wireless Order,* 19 FCC Rcd at 21568-69 ¶¶ 106-109.

[^136]: These data indicate the number of assigned phone numbers that a
    wireless carrier has in a particular wireline rate center. Rate
    centers are geographic areas used by local exchange carriers for a
    variety of reasons, including the determination of toll rates. 
    *See* [Harry Newton]{.smallcaps}, [Newton's Telecom Dictionary:
    19^th^ Expanded & Updated Edition 660]{.smallcaps} (July 2003). All
    mobile wireless carriers must report to the FCC the quantity of
    their phone numbers that have been assigned to end users, thereby
    permitting the Commission to calculate the total number of mobile
    subscribers. For purposes of geographical analysis, the rate center
    data can be associated with a geographic point, and all of those
    points that fall within a county boundary can be aggregated together
    and associated with much larger geographic areas based on counties.
    In the Cingular-AT&T Wireless and Sprint-Nextel transactions, the
    Commission also used billing data submitted by the nationwide
    carriers. *See* *Sprint-Nextel Order,* 20 FCC Rcd at 13993 ¶ 63;
    *Cingular-AT&T Wireless Order,* 19 FCC Rcd at 21567 ¶ 103. Although
    we may decide to collect such billing data as part of our review of
    future transactions, we found that the competitive situation
    associated with this proposed transaction was such that collection
    of third-party billing data was unnecessary.

[^137]: CEAs are defined by the Bureau of Economic Analysis ("BEA"), and
    are composed of a single economic node and surrounding counties that
    are economically related to the node. There are 348 CEAs in the 50
    states and the District of Columbia. Of the 3,141 U.S. counties,
    2,267 are non-nodal counties that are assigned to a CEA based first
    on county-to-county commuting flows from the 1990 Census and second
    on locations of the most widely read regional newspapers. Three
    quarters of non-nodal counties were assigned based on commuting
    patterns. *See* Kenneth P. Johnson, *Redefinition of the BEA
    Economic Areas*, [Surv. of Current Bus.]{.smallcaps}, Feb. 1995, at
    75-81. In November 2004, the Bureau of Economic Analysis updated
    definitions for CEAs. The total number of CEAs decreased from 348 to
    344. Non-nodal county assignment continued to be based on
    county-to-county commuting flows and locations of the most widely
    read regional newspapers. *See* Johnson & Kort, *supra* note 125, at
    68-71. For purposes of this transaction, we did not adopt the new
    CEA definitions.

[^138]: *See* *Sprint-Nextel Order*, 20 FCC Rcd at 13993 ¶ 63;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13072 ¶ 44;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21567 ¶ 104. CMAs are
    the regions originally used by the Commission for issuing cellular
    licenses. There are 734 CMAs, made up of 305 MSAs, 428 RSAs, and a
    market for the Gulf of Mexico. *See* *Tenth Competition Report*, 20
    FCC Rcd at 15934-35 ¶ 70. RSAs are regions defined by the Commission
    for the purpose of issuing spectrum licenses. *See* *Tenth
    Competition Report*, 20 FCC Rcd at 20632 ¶ 70 n.145.

[^139]: *ALLTEL-Western Wireless Order,* 20 FCC Rcd at 13072 ¶ 45;
    *Cingular-AT&T Wireless Order,* 19 FCC Rcd at 21567 ¶ 105.

[^140]: *See* Johnson, *supra* note 137, at 75 ("The main factor used in
    determining the economic relationships among counties is commuting
    patterns, so each economic area includes, as far as possible, the
    place of work and the place of residence of its labor force.").

[^141]: *See* *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13072 ¶ 45;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21567 ¶ 105. *See
    also* Johnson, *supra* note 137, at 75 ("Economic nodes are
    metropolitan areas or similar areas that serve as centers of
    economic activity").

[^142]: *See* *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13072 ¶ 45;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21567-68 ¶ 105.

[^143]: *See* 47 C.F.R. § 22.909.

[^144]: *See* *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13073 ¶ 45;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21568 ¶ 105.

[^145]: *See* *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13073 ¶ 45;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21568 ¶ 105.

[^146]: *See supra* ¶ 23; *ALLTEL-Western Wireless Orde*r*,* 20 FCC Rcd
    at 13073 ¶ 46; *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21564 ¶
    96 n.306.

[^147]: *See* *Sprint-Nextel Order*, 20 FCC Rcd at 13993-94 ¶ 63;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13073 ¶ 46;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21568 ¶ 106.

[^148]: *See Sprint-Nextel Order*, 20 FCC Rcd at 13993 ¶ 63;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13073 ¶ 46;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21568 ¶ 106.

[^149]: *See* *Sprint-Nextel Order*, 20 FCC Rcd at 13993-94 ¶ 62-64;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13073 ¶ 47;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21568 ¶ 106; *see*
    *generally* *DOJ/FTC Merger Guidelines*.

[^150]: *See* *generally* *Eleventh Competition Report*, FCC 06-142;
    *Tenth Competition Report*, 20 FCC Rcd at 15908.

[^151]: *See* *Eleventh Competition Report*, FCC 06-142, at ¶ 2; *Tenth
    Competition Report*, 20 FCC Rcd at 15911 ¶ 2. Our analysis indicates
    that the current average HHI in markets across the country has
    increased to slightly over 4100 as a result of the Sprint-Nextel,
    ALLTEL-Western Wireless, and Cingular-AT&T Wireless mergers.
    Nevertheless, we have maintained an HHI score of 2800 as the trigger
    for the initial screen. A slightly more rigorous review is
    consistent with the analytical purpose of the initial screen -- to
    eliminate from review markets where there is no competitive harm
    rather than identifying markets where competitive harm may exist.

[^152]: These CEAs are: CEA7720 Sioux City, Iowa; CEA7760 Sioux Falls,
    South Dakota; CEA9522 Mankato, Minnesota; and CEA9523 Worthington,
    Minnesota.

[^153]: These CMAs are: Minnesota 7 RSA; Minnesota 8 RSA; Minnesota 9
    RSA; and Minnesota 10 RSA.

[^154]: *See Sprint-Nextel Order*, 20 FCC Rcd at 13993-94 ¶¶ 63, 65;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13074 ¶ 49;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21568-69 ¶¶ 106, 109.

[^155]: Application, Exhibit 1, Schedule B. Four of the CMAs are
    Minnesota 7 RSA, Minnesota 8 RSA, Minnesota 9 RSA, and Minnesota 10
    RSA. *See* Application, Exhibit 1, at 11-12. In addition, the
    Applicants identify Minnesota 11 RSA as a market in which ALLTEL's
    post-transaction spectrum aggregation would be as high as 75
    megahertz in some counties if the Great Western cellular license in
    which ALLTEL holds a 49.9 percent non-controlling interest is
    attributed to ALLTEL. *See* Application, Exhibit 1, Schedule B.
    Great Western and ALLTEL subsequently filed the application
    proposing to transfer the remaining 50.1 percent of GWC Holdings to
    ALLTEL, so that ALLTEL will have a 100 percent interest in the
    cellular license now held by GWC Holdings. Thus, as a result of both
    proposed transactions, ALLTEL would hold in the Minnesota 11 RSA the
    spectrum interests now controlled by both GWC Holdings and Midwest
    Wireless.

[^156]: We refer to the five RSAs collectively as the "Five Overlap
    RSAs."

[^157]: *See* Application, Exhibit 1, at 10.

[^158]: U.S. Cellular Petition to Deny at 11.

[^159]: In its Petition to Deny, U.S. Cellular argues that the
    Commission should treat ALLTEL as having control of Great Western's
    cellular license in Minnesota 11 RSA and as operating a substantial
    retail wireless business in that RSA. U.S. Cellular Petition to Deny
    at 11-12. As previously indicated, *see supra* note 96, we
    attributed Great Western's Minnesota 11 RSA cellular license to
    ALLTEL for purposes of performing our initial screen. Because we
    have already attributed the Great Western spectrum and operations to
    ALLTEL, the proposal to transfer control of GWC Holdings from Great
    Western to ALLTEL already is accounted for in this competitive
    analysis. *See supra* ¶ 89 and *infra* note 223 (discussing the
    attribution of Great Western's cellular license in CMA492 to
    ALLTEL).

[^160]: *See* U.S. Cellular Petition to Deny at 14.

[^161]: *See* *id*.

[^162]: *Id*. at 15.

[^163]: *Id.* at 14.

[^164]: *Id.* at 14 n.46.

[^165]: *Id.* at 14 n.46.

[^166]: Joint Opposition at 11 (citing *Cingular-AT&T Wireless Order*,
    19 FCC Rcd at 21579).

[^167]: *Id*. *See ALLTEL-Western Wireless Order*, 20 FCC Rcd 13080,
    13081-82, 13083, 13095-96 ¶¶ 68, 73, 78, 116, 118; *Cingular-AT&T
    Wireless Order*, 19 FCC Rcd at 21594-95 ¶ 189.

[^168]: These CMAs equate to the Minnesota 7 RSA, Minnesota 8 RSA,
    Minnesota 9 RSA, and Minnesota 10 RSA.

[^169]: *See* ALLTEL September 14 Amendment at 2, 3.

[^170]: Unilateral effects are those that result when a merged firm
    finds it profitable to alter its behavior by increasing prices or
    reducing output. *DOJ/FTC Horizontal Merger Guidelines* § 2.2. *See
    Sprint-Nextel Order*, 20 FCC Rcd at 14001 n.199; *ALLTEL-Western
    Wireless Order*, 20 FCC Rcd at 13076 n.155; *Cingular-AT&T Wireless
    Order*, 19 FCC Rcd at 21570 n.341.

[^171]: Coordinated interaction consists of actions by a group of firms
    that are profitable for each of the firms involved only because the
    other firms react by accommodating these actions rather than
    attempting to undercut them. *DOJ/FTC Horizontal Merger Guidelines*
    § 2.1. *See Sprint-Nextel Order*, 20 FCC Rcd at 13995 n.167;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13085 n.211;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21580 ¶ 151.

[^172]: In the Commission's recent major CMRS merger orders, the initial
    screen typically identified large numbers of local areas as
    requiring in-depth analysis. For example, in the Cingular-AT&T
    Wireless merger, 270 CMAs were caught by the screen; when the screen
    was applied to CEAs, 180 such regions were caught. *See*
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21569 ¶ 110. The
    Sprint-Nextel screen caught 190 CMAs and 124 CEAs. *See*
    *Sprint-Nextel Order*, 20 FCC Rcd at 13994 ¶ 63. Finally, the
    Alltel-Western Wireless screen caught 19 CMAs and 11 CEAs. *See*
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13074 ¶ 50. These
    large numbers meant that it was impractical to set out in an order a
    discussion of each local market; however, such an extended
    exposition was also unnecessary. The Commission proceeded by
    examining under what circumstances competitive harm---in the form of
    either coordinated interaction or unilateral effects---would be
    likely in local mobile telephony markets. This in-depth, qualitative
    analysis yielded criteria for determining whether harm is likely
    that were applicable to all the markets caught by the screen, which
    were then applied to individual markets. *See* *Sprint Nextel
    Order*, 20 FCC Rcd at 13995-14009 ¶¶ 68-116; *ALLTEL-Western
    Wireless Order*, 20 FCC Rcd at 13075-87 ¶¶ 54-93; *Cingular-AT&T
    Wireless Order*, 19 FCC Rcd at 21570-86 ¶¶ 115-164. Market-specific
    discussion was primarily confined to those markets for which the
    Commission concluded that harm was likely, and was contained in
    confidential appendices.

[^173]: For unilateral effects, the unchallenged aspects include: (1)
    product differentiation and substitutability (*see Sprint-Nextel
    Order*, 20 FCC Rcd at 14002-07 ¶¶ 94-107; *ALLTEL-Western Wireless
    Order*, 20 FCC Rcd at 13077-79 ¶¶ 59-64; *Cingular-AT&T Wireless
    Order*, 19 FCC Rcd at 21571-75 ¶¶ 119-133); (2) network effects
    (*see ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13082-83 ¶¶
    75-77; *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21578 ¶¶
    142-145); and (3) marginal cost reductions (*see* *Sprint-Nextel
    Order*, 20 FCC Rcd at 14009 ¶ 115). For coordinated interaction, the
    unchallenged aspects include: (1) firm and product homogeneity (*see
    Sprint-Nextel Order*, 20 FCC Rcd at 13997 ¶¶ 75-78; *ALLTEL-Western
    Wireless Order*, 20 FCC Rcd at 13087 ¶ 90; *Cingular-AT&T Wireless
    Order*, 19 FCC Rcd at 21582-84 ¶¶ 156-159); (2) existing cooperative
    ventures (*see Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21585 ¶
    163); (3) number of firms (*see Sprint-Nextel Order*, 20 FCC Rcd at
    13996 ¶¶ 71-72); (4) technology development (*see Sprint-Nextel
    Order*, 20 FCC Rcd at 13998-99 ¶¶ 81-83); (5) response of rivals
    (*see Sprint-Nextel Order*, 20 FCC Rcd at 13999-14000 ¶¶ 84-88); (6)
    transparency of information (*see Sprint-Nextel Order*, 20 FCC Rcd
    at 13996 ¶¶ 73-74; *ALLTEL-Western Wireless Order*, 20 FCC Rcd at
    13086 ¶ 89; *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21581-82
    ¶¶ 154-155); and (7) presence of mavericks (*see Sprint-Nextel
    Order*, 20 FCC Rcd at 13997-98 ¶¶ 79-80; *ALLTEL-Western Wireless
    Order*, 20 FCC Rcd at 13087 ¶¶ 91-92; *Cingular-AT&T Wireless
    Order*, 19 FCC Rcd at 21584-85 ¶¶ 160-162).

[^174]: *See ALLTEL-Western Wireless Order,* 20 FCC Rcd at 13075 ¶ 54;
    *Cingular-AT&T Wireless*, 19 FCC Rcd at 21570 ¶ 115; Application of
    EchoStar Communications Corporation (A Nevada Corporation), General
    Motors Corporation, and Hughes Electronics Corporation (Transferors)
    and EchoStar Communications Corporation (A Delaware Corporation)
    (Transferee), CS Docket No. 01-348, *Hearing Designation Order*, 17
    FCC Rcd 20559, 20620 ¶ 153 (2002) ("*EchoStar-DirecTV HDO*"); *see*
    *also* *DOJ/FTC Merger Guidelines* § 2.

[^175]: *See Sprint-Nextel Order*, 20 FCC Rcd at 14001 ¶ 91;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13075 ¶ 54;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21570 ¶ 115; *DOJ/FTC
    Merger Guidelines* § 2.2; *see also supra* note 172.

[^176]: The term "unilateral" refers to the method used by firms to
    determine strategy, not to the fact that the merged entity would be
    the only firm to change its strategy. The term unilateral is used to
    indicate that strategies are determined unilaterally by each of the
    firms in the market and not by explicit or tacit collusion. Other
    firms in the market may find it profitable to alter their behavior
    as a result of the merger-induced change in market structure by, for
    example, repositioning their products, changing capacity, or
    changing their own prices. These reactions can alter the total
    effect on the market and must be taken into account when evaluating
    potential unilateral effects. *See Sprint-Nextel Order*, 20 FCC Rcd
    at 14001 n.199; *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13076
    n.155; *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21570 n.341.

[^177]: Application, Exhibit 1, at 13.

[^178]: *Id*.

[^179]: *Id*.

[^180]: *Id.* at 14.

[^181]: U.S. Cellular Petition to Deny at 4.

[^182]: *Id.* at 16.

[^183]: *Id.*; U.S. Cellular Reply at 8-9.

[^184]: *See Sprint-Nextel Order*, 20 FCC Rcd at 14007-09 ¶¶ 108-114;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13079-81 ¶¶ 65-72;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21575-76 ¶¶ 134-137.

[^185]: Joint Opposition at 13.

[^186]: U.S. Cellular Petition to Deny at 8-9, 16; U.S. Cellular Reply
    at 8.

[^187]: U.S. Cellular Petition to Deny at 9-10, 13.

[^188]: These four markets are Minnesota 7 RSA, Minnesota 8 RSA,
    Minnesota 9 RSA, Minnesota 10 RSA.

[^189]: Post-transaction, ALLTEL would hold 110 MHz of spectrum in Lac
    qui Parle County in the Minnesota 8 RSA. *See* Application, Exhibit
    1, Schedule B at 2.

[^190]: Joint Opposition at 14-15.

[^191]: *Id.* at 15 n.32.

[^192]: *Id.* at 15-16; ALLTEL September 14 Amendment at 7-8.

[^193]: ALLTEL September 14 Amendment at 4.

[^194]: *Sprint-Nextel Order*, 20 FCC Rcd at 14001 ¶ 92; *ALLTEL-Western
    Wireless Order*, 20 FCC Rcd at 13076-77 ¶ 58; *Cingular-AT&T
    Wireless Order*, 19 FCC Rcd at 21570-71 ¶¶ 117-118; *DOJ/FTC Merger
    Guidelines* § 2.211.

[^195]: U.S. Cellular Reply at 8.

[^196]: U.S. Cellular Confidential Letter at 1-2.

[^197]: *See id.* at Attachment.

[^198]: U.S. Cellular Petition to Deny at 15-16; U.S. Cellular Reply at
    9 n.20.

[^199]: U.S. Cellular Reply at 8.

[^200]: Joint Opposition at 11.

[^201]: *Id.* at 14 n.30, Attachment 6. For Minnesota 7 RSA, the
    Applicants report \[REDACTED\] ALLTEL subscribers and \[REDACTED\]
    Midwest Wireless subscribers while U.S. Cellular reports
    \[REDACTED\] ALLTEL subscribers and \[REDACTED\] Midwest Wireless
    subscribers. For Minnesota 9 RSA, the Applicants report \[REDACTED\]
    ALLTEL subscribers and \[REDACTED\] Midwest Wireless subscribers
    while U.S. Cellular reports \[REDACTED\] ALLTEL subscribers and
    \[REDACTED\] Midwest Wireless subscribers. *See* *id.* at Attachment
    6; U.S. Cellular Confidential Letter at Attachment.

[^202]: *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13083-85
    ¶¶ 78-83; *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21578-80 ¶¶
    146-149.

[^203]: Joint Opposition at 14.

[^204]: These penetration rates \[REDACTED\]. Joint Opposition at 14
    n.30 , Attachment 6. *See also Tenth Competition Report*, 20 FCC Rcd
    at 15912 ¶ 5 (discussing the national penetration rate).

[^205]: Joint Opposition at 14.

[^206]: U.S. Cellular Reply at 9 n.20. Using NRUF data for June 2005,
    the penetration rate for the ALLTEL-Western Wireless Nebraska and
    Kansas divestiture markets is \[REDACTED\] percent.

[^207]: NRUF-based penetration rates for the Five Overlap RSAs are:
    Minnesota 7 RSA---\[REDACTED\] percent; Minnesota 8
    RSA---\[REDACTED\] percent; Minnesota 9 RSA---\[REDACTED\] percent;
    Minnesota 10 RSA---\[REDACTED\] percent; and Minnesota 11
    RSA---\[REDACTED\] percent.

[^208]: *See Sprint-Nextel Order*, 20 FCC Rcd at 13995 ¶ 69;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13085 ¶ 85;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21580 ¶¶ 150; *DOJ/FTC
    Merger Guidelines* § 0.1.

[^209]: *See Sprint-Nextel Order*, 20 FCC Rcd at 13995 ¶ 69;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13085 ¶ 85;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21580 ¶ 150; *see also
    supra* note 173.

[^210]: *See* *Sprint-Nextel Order*, 20 FCC Rcd at 13995 ¶ 69;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13085 ¶ 85;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21580 ¶ 151; *DOJ/FTC
    Merger Guidelines* § 2.11.

[^211]: Application, Exhibit 1 at 14-15.

[^212]: U.S. Cellular Petition to Deny at 16.

[^213]: *See Sprint-Nextel Order*, 20 FCC Rcd at 13995-01 ¶¶ 69-89;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13085-87 ¶¶ 85-93;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21580-86 ¶¶ 150-164.

[^214]: *See*, *e.g.*, *Sprint-Nextel Order*, 20 FCC Rcd at 14046-14053
    App. C; *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13120-36 App.
    C, App. D; *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21649 App.
    D.

[^215]: *Sprint-Nextel Order*, 20 FCC Rcd at 13995-14009 ¶¶ 68-116;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13075-87 ¶¶ 54-93;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21570-86 ¶¶ 115-164.

[^216]: *Sprint-Nextel Order*, 20 FCC Rcd at 14010 ¶ 118;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13096 ¶ 118;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21595 ¶ 190.

[^217]: *Sprint-Nextel Order*, 20 FCC Rcd at 14010 ¶ 118;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13095-96 ¶ 117;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21595 ¶ 190.

[^218]: *Sprint-Nextel Order*, 20 FCC Rcd at 14010 ¶ 118;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13095-96 ¶ 117;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21595 ¶ 190.

[^219]: The HHI and market share data submitted by U.S. Cellular was
    prepared by \[REDACTED\] on a confidential basis. \[REDACTED\].

[^220]: This data was provided to the Commission by NeuStar.

[^221]: Sprint Nextel's SMR spectrum holdings are not included in its
    spectrum aggregation totals.

[^222]: Population and population density figures are based on 2000
    Census data.

[^223]: As noted previously, *see supra* note 96, we attribute the GWC
    Holdings cellular spectrum to ALLTEL whether viewed from the
    perspective of ALLTEL's 49.9 percent ownership interest in GWC
    Holdings, ALLTEL's spectrum leasing arrangement with GWC Holdings,
    or the application to transfer the remaining 50.1 percent interest
    in GWC Holdings to ALLTEL so that the latter will fully control the
    license and associated spectrum and operations. The determination
    that ALLTEL has less than one percent of the wireless subscribers in
    this market reflects this attribution.

[^224]: For convenience, we limit our discussion of the markets of
    concern to CMAs because, upon completing our competitive analysis,
    we find that the most exact divestiture area to eliminate concerns
    of competitive harm would be CMAs.

[^225]: *See* U.S. Cellular Reply at 19-25. Indeed, U.S. Cellular argues
    in support of a divestiture of the Midwest Wireless operating unit
    providing service to Minnesota 7 RSA, Minnesota 8 RSA, Minnesota 9
    RSA, Minnesota 10 RSA, Minnesota 11 RSA, and the Rochester CMA.
    *Id*.

[^226]: *Id.* at 20, 25.

[^227]: *Id.* at 20.

[^228]: *Id.* at 23.

[^229]: *Id.* at 23.

[^230]: *Id.* at 23.

[^231]: *Id.* at 23.

[^232]: *Id.* at 23-24, Exhibit.

[^233]: *Id.* at 24.

[^234]: *Id.* at 24.

[^235]: *Id.* at 24.

[^236]: *Id.* at 24. Designated Market Areas are used by Nielsen Media
    Research to identify TV stations whose broadcast signals reach a
    specific area and attract the most viewers. *See*
    http://www.nielsenmedia.com/FAQ/ dma_satellite%20service.htm (last
    visited Sept. 27, 2006).

[^237]: ALLTEL holds 10 MHz of spectrum in the Rochester CMA and Midwest
    Wireless holds 40 MHz. *See* Application, Exhibit 1, Schedule B, at
    1.

[^238]: *See* Appendix for a more detailed analysis supporting our
    conclusion that the proposed transaction would not result in
    competitive harm in a combined Rochester CMA and Minnesota 11 RSA
    market.

[^239]: *See ALLTEL-Western Wireless Order,* 20 FCC Rcd at 13090 ¶ 101;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21586 ¶ 166; *see
    also* Reexamination of Roaming Obligations of Commercial Mobile
    Radio Service Providers, Automatic and Manual Roaming Obligations
    Pertaining to Commercial Mobile Radio Service, WT Docket No. 05-265,
    00-193, *Memorandum Opinion & Order and Notice of Proposed
    Rulemaking*, 20 FCC Rcd 15047, 15048 ¶ 2 (2005) ("*Roaming
    Notice*").

[^240]: *Roaming Notice*, 20 FCC Rcd at 15049 ¶ 3.

[^241]: *Id.*

[^242]: *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21588-89 ¶ 174.

[^243]: 47 C.F.R. § 20.12(c) provides:

    > Each carrier subject to this section must provide mobile radio
    > service upon request to all subscribers in good standing to the
    > services of any carrier subject to this section, including
    > roamers, while such subscribers are located within any portion of
    > the licensee's licensed service area where facilities have been
    > constructed and service to subscribers has commenced, if such
    > subscribers are using mobile equipment that is technically
    > compatible with the licensee\'s base stations.

[^244]: *Id.*

[^245]: U.S. Cellular Petition to Deny at 16-17.

[^246]: *Id.* at 17.

[^247]: *Id.*

[^248]: *Id.*; *see generally Roaming Notice*, 20 FCC Rcd 15047.

[^249]: *See* Application, Exhibit 1, at 5.

[^250]: *See id*.

[^251]: *See id*.

[^252]: *See* Joint Opposition at 20-21 (referring to \[REDACTED\]);
    *see also* ALLTEL September 14 Amendment at 4.

[^253]: Joint Opposition at 21 (citing *ALLTEL-Western Wireless Order*,
    20 FCC Rcd at 13093 ¶ 108).

[^254]: *Id.*

[^255]: *Id.*

[^256]: *Id.* at 21-22.

[^257]: *See* 47 C.F.R. § 20.12; *see also* *Sprint-Nextel Order*, 20
    FCC Rcd at 14013 ¶ 127; *ALLTEL-Western Wireless Order*, 20 FCC Rcd
    at 13093 ¶ 108; *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21592
    ¶ 182.

[^258]: *See Sprint-Nextel Order*, 20 FCC Rcd at 14013 ¶ 127;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13093 ¶ 108;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21592 ¶ 182.

[^259]: 47 U.S.C. § 208. *See also* *Sprint-Nextel Order*, 20 FCC Rcd at
    14012-13 ¶ 127; *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13093
    ¶ 108; *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21592 ¶ 182.

[^260]: *See generally* ALLTEL September 14 Amendment.

[^261]: *See supra* ¶ 100 (discussing allegations raised by U.S.
    Cellular regarding the anticompetitive effects of the proposed
    transaction on roaming in Southern Minnesota).

[^262]: *See, e.g., SBC-AT&T Order*, 20 FCC Rcd at 18384 ¶ 182;
    *Verizon-MCI Order*, 20 FCC Rcd at 18530 ¶ 193; *Sprint-Nextel
    Order*, 20 FCC Rcd at 14013 ¶ 129; *ALLTEL-Western Wireless Order*,
    20 FCC Rcd at 13100 ¶ 132; *Cingular-AT&T Wireless Order*, 19 FCC
    Rcd at 21599 ¶ 201.

[^263]: *See, e.g., SBC-AT&T Order*, 20 FCC Rcd at 18384 ¶ 182;
    *Verizon-MCI Order*, 20 FCC Rcd at 18530 ¶ 193; *Sprint-Nextel
    Order*, 20 FCC Rcd at 14013 ¶ 129; *ALLTEL-Western Wireless Order*,
    20 FCC Rcd at 13100 ¶ 132; *Cingular-AT&T Wireless Order*, 19 FCC
    Rcd at 21599 ¶ 201.

[^264]: *See, e.g., SBC-AT&T Order*, 20 FCC Rcd at 18384 ¶ 183;
    *Verizon-MCI Order*, 20 FCC Rcd at 18530 ¶ 194; *Sprint-Nextel
    Order*, 20 FCC Rcd at 14013 ¶ 129; *ALLTEL-Western Wireless Order*,
    20 FCC Rcd at 13101 ¶ 135; *Cingular-AT&T Wireless Order*, 19 FCC
    Rcd at 21599 ¶ 204; *see also* *DOJ/FTC Merger Guidelines* § 4.

[^265]: *See, e.g.*, *SBC-AT&T Order*, 20 FCC Rcd at 18384 ¶ 183;
    *Verizon-MCI Order*, 20 FCC Rcd at 18530 ¶ 194; *Sprint-Nextel
    Order*, 20 FCC Rcd at 14013 ¶ 129; *ALLTEL-Western Wireless Order*,
    20 FCC Rcd at 13101 ¶ 135; *Cingular-AT&T Wireless Order*, 19 FCC
    Rcd at 21599 ¶ 204.

[^266]: *SBC-AT&T Order*, 20 FCC Rcd at 18384 ¶ 184; *Verizon-MCI
    Order*, 20 FCC Rcd at 18530 ¶ 195; *Sprint-Nextel Order*, 20 FCC Rcd
    at 14014 ¶ 130; *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13101
    ¶ 136; *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21599-600 ¶
    205; *accord EchoStar-DirecTV HDO*, 17 FCC Rcd at 20630 ¶ 189;
    Applications of NYNEX Corporation, Transferor, and Bell Atlantic
    Corporation, Transferee, *Memorandum Opinion and Order*, 12 FCC Rcd
    19985, 20063 ¶ ("Pro-competitive efficiencies include only those
    efficiencies that are merger-specific, *i.e.*, that would not be
    achievable but for the proposed merger. Efficiencies that can be
    achieved through means less harmful to competition than the proposed
    merger . . . cannot be considered to be true pro-competitive
    benefits of the merger."); Applications of Ameritech Corp.,
    Transferor, and SBC Communications Inc., Transferee, CC Docket No.
    98-141, *Memorandum Opinion and Order*, 14 FCC Rcd 14712, 14825 ¶
    255 ("Public interest benefits also include any cost saving
    efficiencies arising from the merger if such efficiencies are
    achievable only as a result of the merger. . . ."). *Cf.* *DOJ/FTC
    Merger Guidelines* § 4.

[^267]: *See SBC-AT&T Order*, 20 FCC Rcd at 18384-85 ¶ 184; *Verizon-MCI
    Order*, 20 FCC Rcd at 18530 ¶ 195; *Sprint-Nextel Order*, 20 FCC Rcd
    at 14014 ¶ 130; *ALLTEL-Western Wireless Order*, 20 FCC Rcd at
    13101-02 ¶ 136; *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21600
    ¶ 205.

[^268]: *SBC-AT&T Order*, 20 FCC Rcd at 18385 ¶ 184; *Verizon-MCI
    Order*, 20 FCC Rcd at 18530-31 ¶ 195; *Sprint-Nextel Order*, 20 FCC
    Rcd at 14014 ¶ 130; *ALLTEL-Western Wireless Order*, 20 FCC Rcd at
    13101-02 ¶ 136; *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21600
    ¶ 205.

[^269]: *SBC-AT&T Order*, 20 FCC Rcd at 18385 ¶ 184; *Verizon-MCI
    Order*, 20 FCC Rcd at 18531 ¶ 195; *Sprint-Nextel Order*, 20 FCC Rcd
    at 14014 ¶ 130; *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13102
    ¶ 136; *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21600 ¶ 205
    (citing *EchoStar-DirecTV HDO*, 17 FCC Rcd at 20630 ¶ 190).

[^270]: *SBC-AT&T Order*, 20 FCC Rcd at 18385 ¶ 184; *Verizon-MCI
    Order*, 20 FCC Rcd at 18531 ¶ 195; *Sprint-Nextel Order*, 20 FCC Rcd
    at 14014 ¶ 130; *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13102
    ¶ 136; *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21600 ¶ 205.
    *See also* *DOJ/FTC Merger Guidelines* § 4.

[^271]: *See* *SBC-AT&T Order*, 20 FCC Rcd at 18385 ¶ 184; *Verizon-MCI
    Order*, 20 FCC Rcd at 18531 ¶ 195; *Sprint-Nextel Order*, 20 FCC Rcd
    at 14014 ¶ 130; *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13102
    ¶ 137; *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21600 ¶ 206;
    *see also* *DOJ/FTC Merger Guidelines* § 4.

[^272]: *SBC-AT&T Order*, 20 FCC Rcd at 18385 ¶ 185; *Verizon-MCI
    Order*, 20 FCC Rcd at 18531 ¶ 196; *ALLTEL-Western Wireless Order*,
    20 FCC Rcd at 13102 ¶ 137; *Cingular-AT&T Wireless Order*, 19 FCC
    Rcd at 21600 ¶ 206.

[^273]: *SBC-AT&T Order*, 20 FCC Rcd at 18385 ¶ 185; *Verizon-MCI
    Order*, 20 FCC Rcd at 18531 ¶ 196; *ALLTEL-Western Wireless Order*,
    20 FCC Rcd at 13102 ¶ 137; *Cingular-AT&T Wireless Order*, 19 FCC
    Rcd at 21600 ¶ 206. *Cf.* *DOJ/FTC Merger Guidelines* § 4 ("The
    greater the potential adverse competitive effect of a merger . . .
    the greater must be cognizable efficiencies in order for the Agency
    to conclude that the merger will not have an anticompetitive effect
    in the relevant market. When the potential adverse competitive
    effect of a merger is likely to be particularly large,
    extraordinarily great cognizable efficiencies would be necessary to
    prevent the merger from being anticompetitive.").

[^274]: *See, e.g., SBC-AT&T Order*, 20 FCC Rcd at 18385 ¶ 185;
    *Verizon-MCI Order*, 20 FCC Rcd at 18531 ¶ 195.

[^275]: The applicants in the ALLTEL-Great Western transaction assert
    that the application demonstrates on its face that it will yield
    affirmative competitive public interest benefits. *See* Great
    Western Application, Exhibit 1, at 2, 3. As discussed above, our
    analysis of the ALLTEL-Great Western transaction is subsumed in the
    review of the ALLTEL-Great Western.

[^276]: Application, Exhibit 1, at 3; Joint Opposition at 4.

[^277]: Application, Exhibit 1, at 3.

[^278]: *Id.* at 4.

[^279]: *Id.*

[^280]: *Id.*

[^281]: *Id.* at 1, 4; Joint Opposition at 5.

[^282]: Application, Exhibit 1, at 4.

[^283]: *Id.* at 1; Joint Opposition at 5.

[^284]: Application, Exhibit 1, at 1, 4; Joint Opposition at 4-5.

[^285]: Application, Exhibit 1, at 4. *See, e.g.,* *ALLTEL- Western
    Wireless Order*, 20 FCC Rcd at 13103 ¶ 140; *Cingular-AT&T Wireless
    Order*, 19 FCC Rcd at 21604 ¶ 217.

[^286]: Application, Exhibit 1, at 4. *See, e.g.*, *Cingular-AT&T
    Wireless Order*, 19 FCC Rcd at 21604 ¶ 217.

[^287]: *ALLTEL- Western Wireless Order*, 20 FCC Rcd at 13103-04 ¶ 140;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21604 ¶ 217.

[^288]: Application, Exhibit 1, at 1, 4, 5.

[^289]: *Id.* at 5.

[^290]: *Id.*

[^291]: *Id.*

[^292]: *Id.*; Joint Opposition at 5.

[^293]: Application, Exhibit 1, at 5.

[^294]: *Id.*; Joint Opposition at 5.

[^295]: Application, Exhibit 1, at 5; Joint Opposition at 5-6.

[^296]: Application, Exhibit 1, at 5.

[^297]: *Id.*

[^298]: *Id.*

[^299]: *Id.* at 1.

[^300]: *Id.* at 5; Joint Opposition at 6.

[^301]: Application, Exhibit 1, at 5; Joint Opposition at 6.

[^302]: Application, Exhibit 1, at 6.

[^303]: *Id.*

[^304]: *Id.* at 1, 4, 6, 17; Joint Opposition at 5.

[^305]: Application, Exhibit 1, at 6.

[^306]: *See* Alltel September 14 Amendment at 1-4; *see also* DOJ
    Proposed Final Judgment at 3-6 (requiring same operating unit
    divestitures).

[^307]: *See* ALLTEL September 14 Amendment at 3; Letter from Cheryl A.
    Tritt, Counsel to ALLTEL Corporation, to Marlene H. Dortch,
    Secretary, Federal Communications Commission, at 2 (Sept. 28, 2006)
    ("ALLTEL September 28 Amendment"), *available at* Application,
    Amendment (filed Sept. 28, 2006).

[^308]: As discussed above, U.S. Cellular filed a petition to deny the
    transaction or to require certain divestitures, and a subsequent
    filing seeking divestiture of operating units in five Minnesota
    markets. *See* U.S. Cellular Petition to Deny at 18-20; U.S.
    Cellular Reply at 19-26. However, U.S. Cellular made these filings
    prior to Alltel's proposal to divest operating units in four markets
    -- including cellular licenses and related operational and network
    assets such as subscribers -- as a part of the overall transaction.
    As discussed above, the Commission and DOJ found potential
    competitive harms were likely in only four markets, all of which are
    addressed by the divestiture remedy set forth in this Order. Thus,
    to the extent they have merit; the arguments raised by U.S. Cellular
    have been addressed.

[^309]: As discussed above, ALLTEL has committed to sell 10 MHz of PCS
    spectrum in Lac qui Parle County, in CMA489, where ALLTEL would have
    held 85 MHz of CMRS spectrum following the transaction. *See* ALLTEL
    September 28 Amendment at 2; ALLTEL September 14 Amendment at 3. We
    accept ALLTEL's proposal, and require that this 10 MHz of PCS
    spectrum in Lac qui Parle County (call sign WQFA857) be transferred
    to the management trustee pursuant to a *de facto* transfer spectrum
    leasing application upon the closing of the ALLTEL-Midwest Wireless
    transfer of control, and that this 10 MHz spectrum be divested in
    accordance with the provisions outlined below in the text. One
    commenter argued that the Commission should condition its approval
    of this transaction on the divestiture by ALLTEL of its interests in
    Cellular A licenses in Minnesota. Comment of Dan Welter, filed Jan.
    6, 2006. As noted, this Order addresses all of the competitive harm
    found to be likely as a result of the transaction, and no further
    remedies are necessary.

[^310]: DOJ Stipulation at 8-13, 16-17; DOJ Preservation Order at 9-13;
    DOJ Proposed Final Judgment at 1-2, 7-8.

[^311]: Application for Short-Term *De Facto* Transfer Spectrum Leasing
    Arrangement Between WWC Holding Co., Inc. and David S. Turetsky,
    File No. 0002756216, at Exhibit 5 -- Form of Management Trustee
    Agreement (filed Sept. 19, 2006). An amendment adding the 10 MHz of
    PCS spectrum in Lac qui Parle County (call sign WQFA857) to the
    subject short-term *de facto* transfer spectrum leasing application
    and including revised forms of the Lease Agreement and Management
    Trustee Agreement was filed on September 28, 2006. *See* ALLTEL
    September 28 Amendment at 2.

[^312]: The duties and responsibilities of the Management Trustee and
    the terms relating to how the Divestiture Assets are to be preserved
    during the term of the trust are more fully set forth in the DOJ
    Stipulation and the DOJ Preservation Order filed in the District
    Court for the District of Minnesota on September 7, 2006. *See*
    *supra* ¶¶ 14-15. Except to the extent that any provisions herein
    conflict, we require that the Applicants and the Management Trustee
    fully comply with such provisions as if they were set forth herein
    *in extenso*.

[^313]: DOJ Stipulation at 9-10, 18, 21-23; *see also* DOJ Preservation
    Order at 9, 11, 18, 22; Management Trustee Agreement at Art. IV.1.

[^314]: DOJ Stipulation at 9-23; *see also* DOJ Preservation Order at
    10-23.

[^315]: DOJ Stipulation at 12-13; *see also* DOJ Preservation Order at
    12-13; Management Trustee Agreement at Arts. II and III.

[^316]: DOJ Proposed Final Judgment at 7-8.

[^317]: If the Applicants have filed an application with the Commission
    seeking consent to the sale of any of the Divestiture Assets to a
    third party within the time periods set forth above but the
    Commission has not acted by the end of such period, such period will
    be automatically extended and shall expire five days after the
    Commission's action with respect to such Divestiture Assets.

[^318]: The Bureau will consult with the Office of General Counsel on
    matters relating to the identity of the proposed divestiture trustee
    and the terms of the divestiture trust.

[^319]: Except to the extent that any provisions herein conflict, the
    duties and responsibilities of the Divestiture Trustee are more
    fully set forth in the DOJ Proposed Final Judgment and we require
    that the Applicants and the Divestiture Trustee fully comply with
    such provisions as if they were set forth herein *in extenso*.

[^320]: This data was provided to the Commission by NeuStar.

[^321]: Sprint Nextel's SMR spectrum holdings are not included in its
    spectrum aggregation totals.

[^322]: This amount includes the cellular spectrum licensed to Great
    Western Cellular Holdings, L.L.C. ("Great Western") in the Minnesota
    11 RSA, which is attributed to ALLTEL for the reasons stated in the
    text of the order to which this appendix is attached.