**Before the**

**Federal Communications Commission**

**Washington, D.C. 20554**

+----------------------------------+---+------------------------------+
| In the Matter of                 | * | WT Docket No. 08-95          |
|                                  | * |                              |
| Applications of Cellco           | ) | File Nos. 0003463892, *et    |
| Partnership d/b/a Verizon        | * | al*.,                        |
| Wireless and Atlantis Holdings   | * | ITC-T/C-20080613-00270, *et  |
| LLC                              |   | al*.                         |
|                                  | * |                              |
| For Consent to Transfer Control  | * | File No.                     |
| of Licenses, Authorizations, and | ) | ISP-PDR-20080613-00012       |
| Spectrum Manager and *De Facto*  | * |                              |
| Transfer Leasing Arrangements    | * |                              |
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| and                              | * |                              |
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| Petition for Declaratory Ruling  | ) |                              |
| that the Transaction is          | * |                              |
| Consistent with Section          | * |                              |
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+----------------------------------+---+------------------------------+

**MEMORANDUM OPINION AND ORDER AND DECLARATORY RULING**

**Adopted:** November 4, 2008 **Released:** November 10, 2008

By the Commission: Chairman Martin and Commissioner Tate issuing
separate statements; Commissioner McDowell approving in part, concurring
in part and issuing a statement; Commissioners Copps and Adelstein
concurring in part, dissenting in part and issuing separate statements.

Table of Contents

Heading Paragraph \#

I. Introduction 1

II\. Background 5

A. Description of Applicants 5

1\. Verizon Wireless 5

2\. ALLTEL Corporation and Atlantis Holdings LLC 9

B. Description of Transaction 11

C. Transaction Review Process 14

1\. Commission Review 14

2\. Department of Justice Review 23

III\. Standard of Review and Public Interest Framework 26

IV\. Qualifications of Applicants 31

V. Competitive Analysis 40

A. Market Definitions 44

1\. Product Market 45

2\. Geographic Market 49

3\. Input Market for Spectrum 53

4\. Market Participants 71

B. Initial Screen 75

C. Horizontal Issues 82

1\. Unilateral Effects 84

2\. Coordinated Effects 88

D. Market-by-Market Analysis 91

1\. Analytical Standard 91

2\. Result of Analysis 93

VI\. Potential Public Interest Benefits 114

A. Analytical Framework 116

B. Discussion 119

1\. Increased Wireless Footprint and Network Coverage 122

2\. Expanded and Improved Services and Features, Particularly in Rural
Areas 128

3\. Expanded Roll-Out of Broadband and Next Generation Services 136

4\. Improvements in Service Quality 137

5\. Efficiencies and Economies of Scale and Scope 147

6\. Strengthened Competition 155

C. Conclusion 156

VII\. Divestiture of Markets 157

A. Operating Unit Divestitures 159

B. Operation of Divestitures 163

VIII\. Other Issues 171

A. Roaming 171

B. Handset Availability and Exclusive Handset Agreements 182

C. Open Development Initiative (ODI) 186

D. Network Openness 189

E. Universal Service Support 192

F. E911 198

G. Radiofrequency Exposure 202

H. Violation of Anti-Trafficking Rules 209

I. Independent Resellers 213

J. Procedural Matters 215

IX\. Foreign Ownership 221

A. Review of Foreign Ownership Issues 222

B. Declaratory Ruling 232

X. Conclusion 233

XI\. Ordering Clauses 234

Appendix A -- Petitioners and Commenters

APPENDIX B -- Markets to be Divested Voluntarily by Verizon Wireless

Appendix C -- Markets Identified by the Initial Screen

# Introduction

1.  Cellco Partnership d/b/a Verizon Wireless ("Cellco Partnership") and
    its wholly-owned subsidiary AirTouch Cellular ("AirTouch")
    (collectively, "Verizon Wireless") and Atlantis Holdings LLC
    ("Atlantis") have filed a series of applications pursuant to
    Sections 214 and 310(d) of the Communications Act of 1934, as
    amended ("Communications Act" or "Act").[^1] In these applications,
    Verizon Wireless and Atlantis (the "Applicants") seek Commission
    approval of the transfer of licenses, authorizations, and spectrum
    manager and *de facto* transfer leasing arrangements through the
    transfer of control of subsidiaries of ALLTEL Corporation ("ALLTEL")
    and partnerships in which ALLTEL has either controlling or
    non-controlling general partnership interests (collectively, "ALLTEL
    Subsidiaries and Partnerships").

2.  These transfer of control applications pertain to licenses for the
    Part 22 Cellular Radiotelephone Service ("cellular"), the Part 22
    Paging and Radiotelephone Service, the Part 24 Personal
    Communications Service ("PCS"), the Part 27 700 MHz Band Service,
    the Part 27 700 MHz Guard Band Service, the Part 90
    Industrial/Business Pool Service, the Part 90 Private Carrier Paging
    Service, the Part 90 Specialized Mobile Radio ("SMR") Service, the
    Part 101 Common Carrier Fixed Point-to-Point Microwave Service, the
    Part 101 Fixed Point-to-Point Microwave Service, the Part 101 39 GHz
    Auctioned Service, the Part 101 Local Television Transmission
    Service, and the Part 101 Local Multipoint Distribution Service,[^2]
    as well as domestic and international Section 214
    authorizations.[^3] The Applicants also have filed a petition for
    declaratory ruling that the public interest would be served by
    extending to the ALLTEL Subsidiaries and Partnerships and to their
    wireless licenses and spectrum leasing arrangements, the foreign
    ownership ruling that the Commission has previously issued to
    Verizon Wireless under section 310(b)(4) of the Communications
    Act.[^4]

3.  Pursuant to sections 214(a), 310(b)(4), and 310(d) of the
    Communications Act,[^5] we must determine whether the approval of
    these applications seeking consent to the transfer of licenses,
    spectrum leasing arrangements, and authorizations to Verizon
    Wireless and the grant of the petitions for declaratory ruling would
    serve the public interest, convenience, and necessity. Based on the
    record before us, we find that the Applicants have generally met
    that burden, with certain conditions. Because the proposed
    transaction would result in the combination of overlapping mobile
    communications coverage and services, we apply an initial screen to
    identify those markets in which there clearly is no competitive
    harm. The initial screen indicates that there is no competitive harm
    in many of the overlap markets,[^6] but identified 218 markets[^7]
    in which a market-by-market competitive analysis is necessary. Of
    the 218 markets identified by the initial screen, Verizon Wireless
    has voluntarily committed to divest 100 markets. For the remaining
    118 markets, we conduct a market-by-market competitive analysis to
    determine the potential consequences of increasing Verizon
    Wireless's market share and spectrum holdings in those markets. We
    find that competitive harm is unlikely in most of these markets,
    primarily because multiple other service providers currently in
    these markets would be an effective competitive constraint on the
    behavior of the merged entity. With regard to five local areas,
    however, our analysis indicates that absent a remedy, competitive
    harms would likely result. In these areas, we impose
    narrowly-tailored conditions that will effectively remedy the
    potential for these particular harms.

4.  With the voluntary divestitures which we impose as conditions, plus
    the additional divestitures we require, this Memorandum Opinion and
    Order and Declaratory Ruling essentially enforces the same limits on
    consolidation that we have applied since we adopted our case-by-case
    approach to evaluating proposed mobile transactions. Thus, it
    prevents entirely consolidation in individual markets from advancing
    to a point at which it would threaten competition and potentially
    harm consumers. Further, we find that it is in the public interest
    to impose additional conditions regarding Roaming, Universal Service
    Fund receipts, and E911 location accuracy, as described herein.

# Background

## Description of Applicants

### Verizon Wireless

5.  Verizon Wireless is a joint venture of Verizon Communications Inc.
    ("Verizon") and Vodafone Group Plc. ("Vodafone").[^8] Verizon, as a
    holder of 55 percent ownership interest,[^9] has majority control of
    Cellco Partnership and its subsidiaries, including AirTouch.[^10]

6.  Verizon Wireless is a general partnership headquartered in Basking
    Ridge, New Jersey.[^11] It is the largest wireless company in the
    United States based on revenues,[^12] as well as the number of
    retail customers.[^13] For the fiscal year of 2007, Verizon Wireless
    had revenues of approximately \$43.9 billion.[^14] At the end of the
    second quarter in 2008, Verizon Wireless had 68.7 million customers,
    including 66.7 million retail customers (who are directly served and
    managed by the company and who buy its branded services).[^15]
    Verizon Wireless provides wireless voice and data services and
    equipment sales across the United States.[^16] Verizon Wireless
    utilizes Code Division Multiple Access ("CDMA") technology, along
    with CDMA 2000 1xRTT ("1xRTT"), Evolution-Data Optimized ("EvDO")
    and EvDO Revision A ("EvDO Rev. A")[^17] technology for wireless
    broadband services, operating on 800 MHz cellular and 2 GHz PCS
    spectrum.[^18] Its digital network, as of the second quarter of
    2008, covers a total aggregate population ("POPs") of almost 268
    million in approximately \[REDACTED\] of the geographic area of the
    United States,[^19] provides service in 49 of the 50 largest
    metropolitan areas,[^20] and covers 333 rural service areas
    ("RSAs").[^21] Verizon Wireless's licenses cover approximately 298
    million POPs in \[REDACTED\] of the U.S. geographic area, including
    in 435 RSAs.[^22] Verizon Wireless was also the high bidder for
    licenses in the recent 700 MHz Auction 73.[^23]

7.  Verizon is headquartered in New York and incorporated in
    Delaware.[^24] It provides wireline, wireless, and broadband
    services to mass market, business, government and wholesale
    customers.[^25] Verizon operates two network-based business units --
    the wireline unit, which includes Verizon Telecom and Verizon
    Business, and Verizon Wireless.[^26] Verizon Telecom provides
    communications services, including local telephone services and
    nationwide long distance, broadband, video and data, and
    entertainment and information services over a fiber-optic network in
    28 states and Washington, D.C. for residential and small business
    customers.[^27] Verizon Business provides voice, data, and Internet
    communications services, along with advanced communications
    solutions in networking, security, mobility, hosting, and
    information technology solutions to medium and large businesses and
    government entities.[^28] At the end of December 2007, Verizon's
    wireline network included more that 41 million wireline access lines
    and 8.2 million broadband connections nationwide.[^29] Verizon's
    network also includes approximately 13 million miles of local
    inner-city and long-distance all-digital fiber-optic systems
    ("FiOS").[^30] For the fiscal year of 2007, Verizon's wireline
    operations generated approximately \$50.3 billion in gross
    revenues,[^31] and Verizon, which is traded on the New York Stock
    Exchange,[^32] generated consolidated operating revenues of
    approximately \$93.5 billion.[^33]

8.  Vodafone, a public limited company incorporated in England with a
    registered office in Newbury, England,[^34] holds a non-controlling
    45 percent interest in Cellco Partnership.[^35] Vodafone provides
    mobile voice and data, paging, and internet services in 25 countries
    in Europe, Asia, the Middle East, and the United States through its
    subsidiaries, joint ventures, and other investments.[^36] It holds
    interests in 33 licensed network operators in 27 countries.[^37]
    Since 2006, Vodafone has entered into agreements in the development
    and marketing services under dual brand logos with network operators
    in countries where it does not have an equity stake.[^38] As of
    March 31, 2008, Vodafone had 260 million subscribers worldwide
    calculated on a proportionate basis with Vodafone's interests.[^39]
    Its ordinary shares are listed on the London Stock Exchange and its
    American Depository Shares are listed on the New York Stock
    Exchange.[^40] Its revenue for the year ending March 31, 2008 was
    £35,478 million.[^41]

### ALLTEL Corporation and Atlantis Holdings LLC

9.  ALLTEL, incorporated in Delaware and headquartered in Little Rock,
    Arkansas, provides wireless communication services to individuals
    and businesses, primarily in non-major metropolitan and rural
    markets.[^42] Based on revenues earned and the number of customers
    served, it is the fifth largest wireless company in the United
    States.[^43] For the fiscal year of 2007, ALLTEL reported revenues
    of \$8.8 billion.[^44] At the end of the first quarter in 2008,
    ALLTEL reported that it provides voice and advanced data services to
    13 million customers in 34 states,[^45] primarily throughout the
    Southwest and portions of the Northeast, Southwest, and upper
    Midwest.[^46] Operating on 800 MHz cellular and 2 GHz PCS spectrum,
    ALLTEL provides wireless voice and advanced data communication
    services across the United States,[^47] utilizing CDMA technology,
    including 1xRTT and EvDO (both EvDO Rev. A and its slower variant
    EvDO Revision 0 ("EvDO Rev. 0")) in order to provide enhanced
    wireless data services.[^48] Its digital network covers almost 76
    million POPs in a geographic area covering almost \[REDACTED\] of
    the United States, including in 254 RSAs.[^49] ALLTEL also provides
    roaming services using a Global System for Mobile Communications
    ("GSM") network (including General Packet Radio Service ("GPRS") and
    Enhanced Data Rates for GSM Evolution ("EDGE") technology) to
    approximately 8.5 million POPs in a geographic area covering almost
    \[REDACTED\] of the U.S., including in 113 RSAs.[^50] ALLTEL's
    licenses cover approximately 83.4 million POPs in \[REDACTED\] of
    the U.S. geographic area, including in 269 RSAs.[^51]

10. On November 16, 2007, ALLTEL was acquired by Atlantis, a Delaware
    limited liability company ultimately controlled by the principals of
    TPG Capital, L.P. ("TPG") and The Goldman Sachs Group, Inc.
    ("Goldman Sachs").[^52] Atlantis is a holding company for certain
    investment funds ultimately controlled by the principals of TPG and
    Goldman Sachs.[^53] TPG and Goldman Sachs each have negative control
    of Atlantis, because TPG and Goldman Sachs each control one of
    Atlantis's two managing members, TPG Media 5 - AIV 1, L.P.[^54] and
    GS Capital Partners VI Parallel, L.P. (collectively, "Managing
    Members"), respectively.[^55] Moreover, the Managing Members, which
    are responsible for the management, operation, and control of the
    business and affairs of Atlantis, also have negative control of
    ALLTEL by virtue of each company's negative control of Atlantis's
    board of directors.[^56] Since the merger, ALLTEL common stock is no
    longer publicly traded on any stock exchange.[^57]

## Description of Transaction

11. On June 5, 2008, Verizon Wireless, AirTouch, Abraham Merger
    Corporation ("Merger Sub"), ALLTEL, and Atlantis entered into an
    Agreement and Plan of Merger ("Merger Agreement") which would result
    in AirTouch acquiring ALLTEL in a cash merger.[^58] AirTouch will
    pay approximately \$5.9 billion for 100 percent of the equity of
    ALLTEL,[^59] and assume ALLTEL's outstanding long-term debt.[^60]
    Merger Sub, a Delaware corporation and a wholly-owned subsidiary of
    AirTouch, will merge with and into ALLTEL.[^61] ALLTEL will continue
    its corporate existence as a direct wholly-owned subsidiary of
    AirTouch, an indirect wholly-owned subsidiary of Verizon
    Wireless.[^62] At the effective time of the merger, ALLTEL's issued
    and outstanding common stock and options will be canceled and
    converted into the right to receive cash as calculated according to
    a formula specified in the Merger Agreement.[^63] Each share of
    Merger Sub's common stock will be converted into one share of common
    stock in ALLTEL, the surviving corporation.[^64]

12. Upon consummation of the transaction, all licenses, spectrum leasing
    arrangements, and authorizations currently held by Atlantis through
    ALLTEL and its subsidiaries will be controlled by Verizon
    Wireless.[^65] The combined licenses of the Applicants, before any
    divestitures, will cover almost 300.8 million POPs in \[REDACTED\]
    of the U.S. geographic area, including 446 RSAs. Further, the CDMA
    networks of the Applicants, before any divestitures, will cover
    approximately 287.5 million POPs in \[REDACTED\] of the U.S.
    geographic area, including 400 RSAs.[^66]

13. The Applicants assert that the proposed transaction is in the public
    interest and would provide considerable benefits for both ALLTEL's
    and Verizon Wireless's customers.[^67] The Applicants' state their
    footprints are complementary, with ALLTEL being present
    predominantly in the center and rural parts of the United
    States,[^68] while Verizon Wireless operates mostly in large
    metropolitan areas.[^69] The Applicants further claim that the
    proposed transaction also will be beneficial to Verizon Wireless's
    customers, because it will allow Verizon Wireless to enter 11 new
    CMAs and parts of 43 other CMAs, therefore creating a larger,
    seamless national network footprint.[^70] As a result of the
    proposed merger, the Applicants state that Verizon Wireless will be
    able to add additional spectrum capacity, and thus better support
    the high demand for broadband services and applications.[^71] The
    Applicants further state that Verizon Wireless will be able to bring
    to ALLTEL's rural customers its advanced broadband technology and
    services, especially EvDO Rev. A, which is currently unavailable in
    most ALLTEL markets.[^72] They maintain that ALLTEL's customers will
    be able to enjoy improved service, expanded network coverage, a
    greater choice of wireless service, devices, and rate plans.[^73]
    The Applicants highlight that ALLTEL's customers will also benefit
    from the Open Development Initiative ("ODI"), which will allow them
    to use any device on Verizon Wireless's network that meets the
    company's published technical standards.[^74] In addition, the
    Applicants note that using the recently won 700 MHz spectrum,
    Verizon Wireless will be able to swiftly deploy Long Term Evolution
    ("LTE") technology in the rural ALLTEL markets.[^75] Lastly, the
    Applicants state that the proposed transaction will not cause
    material harm to competition in any geographic or product
    market.[^76] They maintain that the proposed transaction's
    combination of Verizon Wireless's and ALLTEL's complementary assets
    and capabilities will create a stronger and more efficient wireless
    competitor with a larger wireless footprint and a broader variety of
    broadband and data services and content offerings.[^77]

## Transaction Review Process

### Commission Review 

14. On June 13, 2008, pursuant to section 310(d) of the Communications
    Act,[^78] the Applicants filed applications seeking consent to the
    proposed transfer of control of licenses and *de facto* transfer and
    spectrum manager leasing arrangements held by ALLTEL Subsidiaries
    and Partnerships from Atlantis to Verizon Wireless.[^79] The
    Applicants also filed an application, pursuant to section 214 of the
    Communications Act,[^80] seeking consent to the transfer of control
    of three international and one domestic section 214 authorizations
    to Verizon Wireless,[^81] and a petition seeking declaratory rulings
    that it is in the public interest for ALLTEL's subsidiaries and
    partnerships to have indirect foreign ownership in excess of the 25
    percent benchmark under section 310(b)(4) of the Communications
    Act.[^82] On June 25, 2008, the Commission released a Public Notice
    seeking comment on the proposed transaction.[^83] The Public Notice
    established a pleading cycle for the applications and petitions for
    declaratory ruling, with petitions to deny due July 25, 2008,
    oppositions due August 4, 2008, and replies due August 11, 2008.

15. On July 22, 2008, Verizon Wireless filed an *ex parte* letter
    describing preliminary discussions that it had had with the United
    States Department of Justice ("DOJ") and committing to divest 85
    cellular markets.[^84] In the letter, Verizon Wireless stated that
    it was "committing to divest overlapping properties comprising the
    entire states of North Dakota and South Dakota, as well as
    overlapping properties comprising partial areas within 16 additional
    states: California, Colorado, Georgia, Idaho, Illinois, Kansas,
    Minnesota, Montana, Nevada, New Mexico, North Carolina, Ohio, South
    Carolina, Utah, Virginia and Wyoming."[^85] In addition, Verizon
    Wireless made certain commitments to regional, small and/or rural
    wireless providers with which it has entered into roaming
    agreements.[^86] Specifically, Verizon Wireless stated that each
    "regional, small and/or rural carrier that has a roaming agreement
    with ALLTEL will have the option to keep the rates set forth in that
    roaming agreement in force for the full term of the agreement,
    notwithstanding any change of control or termination for convenience
    provisions that would give Verizon Wireless the right to accelerate
    the termination of such agreement," and each "regional, small and/or
    rural carrier that currently has roaming agreements with both ALLTEL
    and Verizon Wireless will have the option to select either agreement
    to govern all roaming traffic between it and post-merger Verizon
    Wireless."[^87]

16. In response to the Verizon Wireless July 22, 2008 *Ex Parte* Filing,
    the Rural Telecommunications Group, Inc. ("Rural Telecommunications
    Group") filed a motion, on July 23, 2008, requesting an extension of
    the petition to deny deadline, along with an extension of the
    opposition and reply deadlines, of seven days "in order to give
    interested parties sufficient time to analyze and respond to new
    information submitted by the applicants."[^88] The Rural
    Telecommunications Group's request for a seven-day extension of the
    pleading cycle was supported by The National Telecommunications
    Cooperative Association ("NTCA") and the Law Firm of Blooston,
    Mordkofsky, Dickens, Duffy & Prendergast, LLP ("Blooston *et al*."),
    on behalf of its clients, in their comments filed on July 24,
    2008.[^89] Additionally, on July 24, 2008, the Consumers Union, Free
    Press, Media Access Project, and Public Knowledge ("Consumers Union
    *et al*.") submitted a letter requesting that the Commission
    establish a pleading cycle with petitions to deny due August 22,
    2008, oppositions due September 2, 2008, and replies due September
    9, 2008.[^90] On July 24, 2008, the Applicants filed an opposition
    to the Rural Telecommunications Group Extension Motion[^91] and the
    *ex parte* presentation opposing the request for an extension of
    time filed by Consumers Union *et al*.[^92] The Rural
    Telecommunications Group subsequently filed a reply to the
    Applicants' opposition.[^93]

17. The Wireless Telecommunications Bureau ("Bureau"), on July 24, 2008,
    released an order extending the deadlines to file petitions to deny,
    oppositions, and replies by 15 days.[^94] The Bureau found that the
    justification offered by the Rural Telecommunications Group for an
    extension of the pleading cycle was valid, and further found that it
    was in the public interest to extend the petition to deny deadline,
    along with the opposition and reply deadlines, by fifteen days to
    allow interested parties time to consider and analyze the
    information in the Verizon Wireless July 22, 2008 *Ex Parte* Filing
    and file petitions to deny.[^95] Accordingly, the revised deadline
    to file petitions to deny was August 11, 2008, oppositions were due
    August 19, 2008, and replies were due August 26, 2008.[^96]

18. Following release of the Extension Order, the Commission received 16
    petitions to deny by the revised deadline of August 11, 2008; 25
    comments were also filed by that date.[^97] The Applicants filed a
    Joint Opposition to Petitions to Deny and Comments ("Joint
    Opposition") on August 19, 2008.[^98] On August 26, 2008, the
    Commission received 14 replies to the Joint Opposition.[^99] In
    addition, the Commission received 26 other comments regarding the
    transaction.[^100]

19. On October 7, 2008, Verizon Wireless filed an *ex parte* letter
    reporting that Verizon Wireless, following additional discussions
    with DOJ, offered to divest assets in 15 additional markets. [^101]
    In the letter, Verizon Wireless stated that it was committing to
    divest one of the overlapping properties in 15 additional cellular
    markets.[^102] These 15 markets are located in Alabama, Arizona,
    Georgia, Iowa, Minnesota, Nebraska, New Mexico, North Carolina,
    South Carolina, and Utah.[^103] Verizon Wireless further clarified
    that "\[a\]s with the initial 85 markets, Verizon Wireless is
    voluntarily committing to divest one of the overlapping properties
    in each of the 15 markets, together with the spectrum, customers and
    other assets used by that property. Accordingly, the Commission's
    approval of the merger may be conditioned on fulfilling that
    divestiture commitment in these additional markets."[^104]

20. *Confidential Materials*. On July 29, 2008, the Bureau issued a
    Protective Order to ensure that any confidential or proprietary
    documents submitted to the Commission would be adequately protected
    from public disclosure.[^105] The Bureau received four requests to
    review the proprietary or confidential information that is in the
    record. Also on July 29, 2008, the Bureau released a public notice
    announcing that Numbering Resource Utilization and Forecast ("NRUF")
    reports and local number portability ("LNP") data for all wireless
    telecommunications providers as of December 31, 2006, June 30, 2007,
    and December 31, 2007 would be placed into the record and adopted a
    protective order pursuant to which the Applicants and third parties
    would be allowed to review the specific NRUF reports and LNP data
    placed into the record.[^106] The Bureau received 14 requests to
    review the NRUF and LNP data that is in the record.

21. *Commission Request for Documents.* On September 11, 2008, pursuant
    to section 308(b) of the Communications Act,[^107] the Bureau
    requested a number of documents and additional information from the
    Applicants.[^108] Among other things, the Bureau asked the
    Applicants to provide further information regarding the public
    interest benefits of the transaction, including license and network
    coverage, services provided, timelines for roll out of EvDO Rev. A
    and LTE, and the merged entity's improved ability to meet public
    safety requirements.[^109] The Bureau also requested information on
    the Applicants' plans for its GSM network post-transaction.[^110]
    The Applicants provided responsive documents and information on
    September 17, 2008, some of which was provided subject to the
    provisions of the Protective Order.[^111]

22. Verizon Wireless provided additional information, at the request of
    Bureau Staff, on October 1, 2008, regarding the state of wireless
    competition in three markets -- CMA085 Johnson
    City-Kingsport-Bristol, TN/VA, CMA646 Tennessee 4-Hamblen, and
    CMA650 Tennessee 8-Johnson.[^112] Further, on October 14, 2008,
    Verizon Wireless filed two additional *ex parte* letters in response
    to inquiries from Commission Staff.[^113] In one *ex parte* letter,
    it provided additional information regarding the figures provided
    regarding license and network coverage areas in the Information
    Request Response and clarified the organizational structure of
    Atlantis.[^114] It also submitted an *ex parte* letter stating that,
    "\[I\]n response to an inquiry and request initiated by staff of the
    International Bureau, . . . Verizon Wireless will place into a trust
    the voting rights associated with ALLTEL's interests in Illinois
    Valley Cellular RSA \# 2-II Partnership ("Illinois Valley"),
    Northwest Missouri Cellular Limited Partnership ("Northwest
    Missouri"), and Pittsfield Cellular Telephone Company
    ("Pittsfield"), thereby precluding Vodafone's interest in Verizon
    Wireless from any voting rights in the partnerships."[^115] Verizon
    Wireless filed another *ex parte* letter on November 3, 2008, in
    which it made additional commitments regarding roaming, the "phase
    down" of competitive eligible telecommunications carriers ("ETC")
    high cost support, and compliance with improved wireless E911
    location accuracy measures.[^116]

### Department of Justice Review 

23. The Antitrust Division of DOJ reviews telecommunications mergers
    pursuant to section 7 of the Clayton Act, which prohibits mergers
    that may substantially lessen competition.[^117] 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 Verizon Wireless and ALLTEL.[^118] As a result of its
    analysis, DOJ concluded that the proposed merger was likely to
    substantially lessen competition in certain markets where Verizon
    Wireless and ALLTEL are among the most significant
    competitors,[^119] and entered into a settlement with the Applicants
    designed to eliminate the anticompetitive affects of the transaction
    in these markets.[^120] On October 30, 2008, DOJ filed a series of
    documents, including complaints and preservation of assets
    stipulations and orders, with the United States District Court for
    the District of Columbia ("DC District Court") and United States
    District Court for the District of Minnesota ("Minnesota District
    Court" and, together with DC District Court, "District Courts")
    reflecting this settlement,[^121] and the parties jointly filed
    proposed Final Judgments with the District Courts.[^122] DOJ will
    allow the merger to proceed subject to the Applicants' divestiture
    of the business units and related assets of either Verizon Wireless
    or ALLTEL in 100 markets.[^123] These 100 markets are the same
    markets that Verizon Wireless voluntarily committed to divest based
    on initial discussions with DOJ.[^124]

24. Specifically, under the terms of the settlement between the
    Applicants and DOJ, Verizon Wireless and ALLTEL have agreed to
    divest certain cellular licenses and related operational and network
    assets (including certain employees, retail sites, and subscribers)
    in 100 markets.[^125] These assets will be transferred to a
    court-appointed management trustee ("Management Trustee"), who will
    manage them while Verizon Wireless seeks a third-party buyer.[^126]
    The buyer must be someone who, in DOJ's sole judgment, has the
    intent and capability of being an effective competitor to Verizon
    Wireless.[^127] Verizon Wireless 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.[^128]

25. The settlement also requires that a single purchaser acquire all of
    the divested business units and related assets in each of eighteen
    separate regions.[^129] DOJ states that these "CMAs have been
    grouped to reflect the fact that carriers frequently are more
    competitive where they serve contiguous areas."[^130] DOJ also
    states that "in deciding on the particular packages . . . , \[it\]
    recognized that selling areas with significant linkages across these
    areas provides greater assurance that the buyer will be an effective
    competitor."[^131] In recognizing that these packages could dissuade
    potential buyers from attempting to acquire the divested business
    units,[^132] DOJ states that they struck "a balance between these
    potential issues by creating bundles that are geographically linked
    but allowing potential buyers to effectively suggest larger packages
    by bidding conditionally on multiple packages.[^133] Further, DOJ
    has the sole discretion, upon consultation with the states that
    joined in the settlement, to "allow even smaller packages of assets
    as appropriate to ensure successful divestiture."[^134]

# Standard of Review and Public Interest Framework

26. Pursuant to sections 214(a) and 310(d) of the Communications Act, we
    must determine whether the Applicants have demonstrated that the
    proposed transfers of control of licenses and authorizations will
    serve the public interest, convenience, and necessity.[^135] In
    making this assessment, we first assess whether the proposed
    transaction complies with the specific provisions of the
    Communications Act,[^136] other applicable statutes, and the
    Commission's rules.[^137] If the transaction does not violate a
    statute or rule, we next consider whether it could result in public
    interest harms by substantially frustrating or impairing the
    objectives or implementation of the Communications Act or related
    statutes.[^138] We then employ a balancing test weighing any
    potential public interest harms of the proposed transaction against
    any potential public interest benefits.[^139] The Applicants bear
    the burden of proving, by a preponderance of the evidence, that the
    proposed transaction, on balance, will serve the public
    interest.[^140] 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, we must
    designate the application for hearing under section 309(e) of the
    Communications Act.[^141]

27. Our public interest evaluation also necessarily encompasses the
    "broad aims of the Communications Act," which include, among other
    things, a deeply rooted preference for preserving and enhancing
    competition in relevant markets, accelerating private sector
    deployment of advanced services, promoting a diversity of license
    holdings, and generally managing the spectrum in the public
    interest.[^142] 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.[^143] In conducting this analysis,
    we may consider technological and market changes, and the nature,
    complexity, and speed of change of, as well as trends within, the
    communications industry.[^144]

28. Our competitive analysis, which forms an important part of the
    public interest evaluation, is informed by, but not limited to,
    traditional antitrust principles.[^145] The Commission and DOJ each
    have independent authority to examine the competitive impacts of
    proposed communications mergers and transactions involving transfers
    of Commission licenses, but the standards governing the Commission's
    competitive review differ somewhat from those applied by DOJ.[^146]
    Like DOJ, the Commission considers how a transaction will affect
    competition by defining a relevant market, looking at the market
    power of incumbent competitors, and analyzing barriers to entry,
    potential competition and the efficiencies, if any, that may result
    from the transaction. DOJ, however, reviews telecommunications
    mergers pursuant to section 7 of the Clayton Act, and if it wishes
    to block a merger, it must demonstrate to a court that the merger
    may substantially lessen competition or tend to create a
    monopoly.[^147] Under the Commission's review, the Applicants must
    show that the transaction will serve the public interest; otherwise
    the application is set for hearing. DOJ's review is also limited
    solely to an examination of the competitive effects of the
    acquisition, without reference to diversity, localism, or other
    public interest considerations.[^148] The Commission's competitive
    analysis under the public interest standard is somewhat broader, for
    example, considering whether a transaction will enhance, rather than
    merely preserve, existing competition, and takes a more extensive
    view of potential and future competition and its impact on the
    relevant market.[^149]

29. Our analysis recognizes that a proposed transaction may lead to both
    beneficial and harmful consequences.[^150] For instance, combining
    assets may allow a firm 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.[^151] Our public
    interest authority enables us, where appropriate, to impose and
    enforce narrowly tailored, transaction-specific conditions that
    ensure that the public interest is served by the transaction.[^152]
    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.[^153]
    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."[^154]
    Indeed, unlike the role of antitrust enforcement agencies, our
    public interest authority enables us to rely upon our extensive
    regulatory and enforcement experience to impose and enforce
    conditions to ensure that the transaction will yield overall public
    interest benefits.[^155] Despite this 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) and that are related to the Commission's responsibilities
    under the Communications Act and related statutes.[^156] Thus, we
    generally will not impose conditions to remedy pre-existing harms or
    harms that are unrelated to the transaction.[^157]

30. This Memorandum Opinion and Order and Declaratory Ruling is set
    forth, as follows, in six principal components. First, we address
    the issues raised regarding the qualifications of the Applicants.
    Second, we assess the potential horizontal and vertical harms
    presented by the transaction. Third, we evaluate the public interest
    benefits that Applicants claim will result from the transaction.
    Fourth, we weigh the public interest harms posed by, and the
    benefits to be gained from, the transaction and, to the extent that
    likely competitive harms exceed the likely benefits of the
    transaction, discuss the remedies required to ameliorate the public
    interest harms posed by the transaction. Next, we discuss other
    issues that were raised by commenters and petitioners (collectively,
    "commenters") in this proceeding. We conclude by examining whether
    the public interest would be served by extending to the ALLTEL
    Subsidiaries and Partnerships and to their wireless licenses and
    spectrum leasing arrangements, the foreign ownership ruling that the
    Commission has previously issued to Verizon Wireless under section
    310(b)(4) of the Communications Act.

# Qualifications of Applicants

31. When evaluating applications for consent to transfer control of
    licenses, spectrum leasing arrangements, and authorization, section
    310(d) of the Communications Act requires the Commission to
    determine whether the proposed transaction will serve "the public
    interest, convenience and necessity."[^158] 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."[^159] Therefore, as
    a threshold matter, the Commission must determine whether the
    applicants to the proposed transaction meet the requisite
    qualifications to hold and transfer licenses under section 310(d) of
    the Act and the Commission's rules.[^160]

32. In determining whether applicants have the requisite character to be
    Commission licensees, we look to the Commission\'s character policy
    initially developed in the broadcast area as guidance in resolving
    similar questions in common carrier license transfer
    proceedings.[^161] Under this policy, the Commission previously has
    stated that it will review allegations of misconduct directly before
    it,[^162] as well as conduct that takes place outside of the
    Commission.[^163] With respect to Commission-related conduct, the
    Commission has stated that all violations of provisions of the Act,
    or of the Commission\'s rules or polices, are predictive of an
    applicant's future truthfulness and reliability, and thus have a
    bearing on an applicant's character qualifications.[^164] 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.[^165]

33. When evaluating transfers of control or assignments under section
    310(d), the Commission does not, as a general rule, re-evaluate the
    qualifications of the transferor, unless issues related to basic
    qualifications have been designated for hearing by the Commission or
    have been sufficiently raised in petitions to warrant the
    designation of a hearing.[^166] Commenters have raised concerns
    about Atlantis's qualifications, so we will address these
    allegations below. Conversely, section 310(d) obligates the
    Commission to consider whether the proposed transferee is qualified
    to hold Commission licenses.[^167] However, no issues have been
    raised with respect to the basic qualifications of the transferee,
    Verizon Wireless, which was found qualified to hold Commission
    licenses as recently as August 1, 2008.[^168] We therefore find that
    there is no reason to re-evaluate the basic qualifications of
    Verizon Wireless at this time.

34. *The Record*. Ritter Communications, Inc. and Central Arkansas Rural
    Cellular Limited Partnership (collectively, "Arkansas Limited
    Partners") allege that Atlantis made misrepresentations and/or
    lacked candor in its previous application to acquire ALLTEL, which
    demonstrates that it lacks the requisite character qualifications to
    be a Commission licensee.[^169] Arkansas Limited Partners claim that
    the short period of time between the Commission's consent to the
    Atlantis-ALLTEL merger and the filing of the current applications
    indicates that Atlantis never intended to provide any of the planned
    benefits to rural areas that the Commission relied upon in
    consenting to the merger.[^170] Arkansas Limited Partners further
    argue that this short timeframe between Atlantis's acquisition of
    ALLTEL and the filing of the applications to transfer control of
    ALLTEL to Verizon Wireless indicates that Atlantis acquired ALLTEL
    principally for the purpose of a profitable resale to Verizon
    Wireless, not providing services to the public.[^171] Arkansas
    Limited Partners therefore request that the applications be denied
    or designated for hearing.[^172]

35. The Applicants, in their Joint Opposition, dismiss Arkansas Limited
    Partners' allegations of misrepresentation and lack of candor as
    frivolous and unfounded, arguing that they rely only on speculation
    and inference.[^173] They claim that the facts stated in the
    Arkansas Limited Partners' petition are untrue and submit a detailed
    explanation of the chronology of the events leading to the beginning
    of the merger negotiations between Atlantis and Verizon
    Wireless.[^174] Specifically, they explain that the capital markets
    crisis at the end of 2007 caused a credit crunch that resulted in
    unanticipated difficulties in raising the necessary capital for
    their planned future investments in ALLTEL.[^175] The Applicants
    state that, while sufficient funds were raised to finance the growth
    and operations of ALLTEL for several years, including its
    participation, albeit unsuccessful, in the 700 MHz auction, TPG and
    Goldman Sachs were concerned about Atlantis's ability to finance
    costly, long-term investments in ALLTEL's growth in rural
    markets.[^176] They further state that banks were unable to sell all
    of ALLTEL's debt despite aggressive marketing efforts, and, in early
    2008, had to resort to selling the debt at discounted prices.[^177]
    The Applicants assert that this attracted potential investors,
    including Verizon Wireless, which first approached TPG and Goldman
    Sachs to discuss a potential acquisition of ALLTEL in April
    2008.[^178]

36. Arkansas Limited Partners respond that the Applicants failed to
    sufficiently refute the facts raised in Arkansas Limited Partners'
    petition and that the applications should therefore be designated
    for a hearing.[^179] Specifically, Arkansas Limited Partners claim
    that the facts presented in their petition (*e.g.,* Atlantis's
    behavior post-acquisition, Verizon Wireless's previous attempts to
    buy ALLTEL, Atlantis's failure to obtain spectrum in the 700 MHz
    auction) clearly demonstrate that Atlantis did not intend to hold
    and develop ALLTEL.[^180] Arkansas Limited Partners maintain that
    ALLTEL's failure to win any spectrum in the 700 MHz auction and the
    need to invest more of the private equity investors' own capital in
    ALLTEL constitute further evidence that Atlantis decided to cut its
    losses by "flipping" ALLTEL to Verizon Wireless.[^181] Arkansas
    Limited Partners also question the Applicants' explanation of a
    credit crunch being the major contributing factor in Atlantis's
    decision to sell ALLTEL.[^182]

37. Similarly, Rural Telecommunications Group suggests that Atlantis's
    "true motivation to buy ALLTEL was to flip the entire company in the
    first place,"[^183] and further questions its assertion that Verizon
    Wireless approached Atlantis only in April 2008.[^184] In the
    alternative, Rural Telecommunications Group argues that, even if
    true, Atlantis's explanation that it faced unprecedented financial
    pressure following its acquisition of ALLTEL should not receive any
    weight in the Commission's analysis of the proposed transaction,
    because Atlantis seemed to have entered into discussions concerning
    the sale of ALLTEL only with Verizon Wireless, and failed to seek
    and consider investment or partnership alternatives with rural
    operators.[^185]

38. *Discussion*. Applicants' and licensees' truthfulness and candor
    before the Commission, as well as their compliance with its rules,
    are paramount concerns in determining whether they should acquire
    licenses or continue to hold existing authorizations.[^186] Section
    1.17 of the Commission's Rules prohibits misrepresentations and lack
    of candor in Commission filings.[^187] Misrepresentations are false
    statements of fact made with an intent to deceive, while lack of
    candor involves concealment, evasion, and other failures to be fully
    informative, also accompanied by deceptive intent.[^188] Such intent
    may be found from the false statement of fact, coupled with proof
    that the party making it had knowledge of its falsity.[^189]

39. The evidence before us indicates that Atlantis did not omit or
    misrepresent facts or lack candor when describing its future
    business plans in the applications seeking consent to the transfer
    of control of ALLTEL's licenses, leasing agreements, and
    authorizations to Atlantis. There is no concrete evidence in the
    record contradicting Atlantis's assertion that, at the time of
    ALLTEL's acquisition, it had every intention of developing ALLTEL's
    business. Instead, Atlantis's assertion is supported by a detailed
    explanation and chronology of the events leading towards the
    commencement of the negotiations between Atlantis and Verizon
    Wireless in April 2008. We do not attach any probative value to
    Verizon Wireless's two previous unsuccessful attempts to acquire
    ALLTEL, albeit for a similar price. To the contrary, this only
    provides support that the credit crunch in the capital markets in
    late 2007 and early 2008 forced Atlantis to sell ALLTEL at this time
    and at a lower price than anticipated. We note that it is not the
    objective of the character qualifications inquiry to evaluate
    applicants' business acumen, scrutinize their business plan for
    safety and soundness, or judge their every business decision against
    other alternatives. The allegations of misconduct offered by
    Arkansas Limited Partners and Rural Telecommunications Group are
    based solely on speculation and unfounded inferences and thus fall
    short of "a substantial and material question of fact" that would
    warrant a designation of the applications for a hearing and trigger
    an exception from our policy of not re-evaluating the qualifications
    of the transferor or assignor.

# Competitive Analysis

40. Consistent with our practice when reviewing proposed wireless
    transactions affecting the mobile communications market, our
    analysis of the proposed transaction considers the potential
    competitive effects that might result from increased
    concentration.[^190] Horizontal transactions raise competitive
    concerns when they reduce the availability of choices to the point
    that the resulting firm has the incentive and the ability, either by
    itself or in coordination with other firms, to raise prices. 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.[^191]

41. As we have discussed in several recent wireless transaction orders,
    transactions, such as mergers, can diminish competition and allow
    firms to exercise market power in a number of ways.[^192] A
    horizontal transaction or merger is unlikely to create or enhance
    market power or facilitate its exercise, however, unless the
    transaction significantly increases concentration and results in a
    concentrated market, properly defined and measured. Transactions
    that do not significantly increase concentration or do not result in
    a concentrated market ordinarily require no further competitive
    analysis. Thus, when examining the effect of proposed transactions,
    we apply a two-part initial "screen" that identifies those local
    markets in which no competitive harm clearly arises from the
    transaction. The first part of the screen is based on the size of
    the post-transaction Herfindahl-Hirschman Index ("HHI") market
    concentration and the change in the HHI. The final part of this
    screen examines the input market for spectrum available on a
    nationwide basis for the provision of "mobile telephony/broadband
    services" (as defined below).[^193] For those markets that are not
    eliminated by the initial screen, we then conduct, on a
    market-by-market basis, an analysis of other market factors that
    pertain to competitive effects, including the incentive and ability
    of other existing firms to react and of new firms to enter the
    market, in response to attempted exercises of market power by the
    merged entity. Ultimately, we must assess whether the combined firm
    could likely exercise market power in any particular market.[^194]

42. Our competitive analysis is set forth below. We begin our
    competitive analysis by determining the appropriate market
    definitions for this transaction,[^195] including a determination of
    the product market, geographic markets, market participants, and the
    input market for spectrum available for the provision of mobile
    telephony/broadband services.

43. We next apply the Commission's initial screen to this transaction,
    through which we identify those markets that we subject to further
    case-by-case review. We then examine any potential competitive harms
    associated with horizontal concentration and both unilateral and
    coordinated effects resulting from the merger. We address other
    concerns raised by commenters in response to this transaction,
    including the potential adverse impact of the transaction with
    regard to the provision of roaming services, and examine the public
    interest benefits of the proposed transaction.[^196] Finally, we
    adopt various conditions and remedies to prevent any harms.

## Market Definitions

44. We establish at the outset the appropriate market definitions for
    our evaluation of the proposed transaction. This includes
    establishing the product and geographic market definitions that we
    will apply. We also discuss the input market for spectrum and
    identify market participants that would compete with the proposed
    merged entity in the provision of mobile telephony/broadband
    services.

### Product Market 

45. Because of the substantial ongoing developments in the evolution of
    the provision of wireless services, especially the increasing
    prominence of mobile broadband services being offered consumers, we
    revisit the product market definition that the Commission has
    employed in previous transactions. In particular, we evaluate this
    proposed transaction using a combined "mobile telephony/broadband
    services" product market (as defined herein),[^197] which is
    comprised of mobile voice and data services, including mobile voice
    and data services provided over advanced broadband wireless networks
    (mobile broadband services). This combined product market for
    "mobile telephony/broadband services" encompasses the combined
    product market for "mobile telephony services" that we used in
    previous wireless transactions, while emphasizing the recent
    significant mobile broadband advances to better reflect this
    component of emerging, next-generation wireless services.
    Recognizing that mobile broadband data services is a rapidly
    evolving market, out of an abundance of caution we will analyze the
    markets for mobile telephony services and mobile broadband services
    as a combined market, similar to what we have done when evaluating
    other proposed wireless mergers.[^198] In transactions such as this
    one, we conclude that there are risks associated with defining
    product markets too narrowly, since doing so may thwart this and
    future pro-competitive deals that take place in the context of
    rapidly evolving markets and services.

46. We delineate the scope of a combined market for mobile
    telephony/broadband services broadly to include mobile voice and
    data services provided over wireless broadband networks (mobile
    broadband services), as well as mobile voice and data services
    provided over less advanced, earlier generation (*e.g.,* 2G, 2.5G)
    legacy wireless networks. In addition, the market includes a wide
    array of mobile data services, ranging from handset-based mobile
    data services marketed primarily as an add-on to mobile voice
    services to standalone mobile Internet access services for laptop
    users. We find that analyzing the various older voice and data
    services as well as the emerging mobile broadband product markets
    under the combined market for mobile telephony/broadband services is
    appropriate in order to ensure a reasonable assessment of any
    potential competitive harm resulting from the proposed transaction
    under review. As we noted above, we conclude that there are risks
    associated with defining product markets too narrowly in the context
    of rapidly evolving markets and services such as those for mobile
    broadband services.

47. We treat the provision of mobile broadband services using more
    recent and advanced networks (*e.g.,* 3G, 4G) and the provision of
    mobile voice and data services over earlier generations of wireless
    networks as part of a combined mobile telephony/broadband services
    market, rather than separate markets, based on consideration of
    various factors, including the nature of these services and their
    relationship with each other, and our finding that this approach
    provides a reasonable assessment of any potential competitive harm
    resulting from the mobile wireless transactions under review. This
    approach also recognizes that the mobile telecommunications industry
    is in the process of transitioning from the provision of
    interconnected mobile voice and add-on mobile data services over
    legacy wireless networks to the provision of mobile voice and data
    services over wireless broadband networks (*e.g*., EvDO, Wideband
    CDMA/High Speed Downlink Packet Access (WCDMA/HSDPA), mobile
    Worldwide Interoperability for Microwave Access ("WiMAX"), and LTE
    networks).

48. We find that both Verizon Wireless and ALLTEL provide services in
    the product market for mobile telephony/broadband services, and we
    will apply this definition in our analysis of this transaction.
    Accordingly our analysis herein focuses only on the potential
    competitive effects that relate to the mobile telephony/broadband
    services market.

### Geographic Market 

49. In its recent wireless transaction orders, the Commission applied
    the "hypothetical monopolist test" and found that the relevant
    geographic markets are local, larger than counties, may encompass
    multiple counties, and, depending on the consumer's location, may
    even include parts of more than one state.[^199] The Commission in
    these orders identified two sets of geographic areas that
    effectively may be used to define local markets -- CEAs and
    CMAs.[^200] Because these two sets of geographic areas come from
    different sides of the equation -- demand in one case, supply in the
    other -- the Commission found them to be useful cross-checks on each
    other and, together, they help ensure that the Commission's analysis
    does not overlook local areas that require more detailed
    analysis.[^201] Consistent with other transactions, we conclude that
    the most appropriate geographic level for market analysis is
    comprised of CMAs and CEAs.

50. The Applicants undertake their competitive analysis at the CMA level
    "in the interest of expedited processing."[^202] Nonetheless the
    Applicants argue that the market for mobile telephony/broadband
    services is increasingly national in scope.[^203] Although the
    Applicants acknowledge that the Commission has rejected a national
    geographic scope in prior proceedings,[^204] they argue that Verizon
    Wireless and other national wireless providers increasingly
    advertise and set prices on a national basis, with very little local
    or regional variation in pricing.[^205] Thus, they contend local
    market conditions are less relevant to Verizon Wireless's
    competitive strategy than actions taken by other national wireless
    providers.[^206] The Applicants also emphasize the industry's
    increasing reliance on national rate plans and argue that consumers
    shop for national plans and national rates, as evidenced by the
    large (87 percent) share of mobile communications customers who
    subscribe to a national wireless provider or an affiliate of a
    national wireless provider.[^207]

51. Several commenters disagree with the Applicants and respond that the
    Commission should continue to conduct its competitive analysis on a
    local level.[^208] Commenters assert that analyzing this transaction
    using a national market is inappropriate because many affected
    wireless providers -- including ALLTEL -- are not national and do
    not engage in national pricing.[^209] Commenters also argue against
    considering this transaction in the context of a national market
    because (1) Verizon Wireless can offer different promotions and
    discounts in different markets, (2) the Commission has already
    rejected the notion of a national market,[^210] and (3) an analysis
    on a national basis could harm consumers in local, and particularly
    rural, markets by the decrease in competition.[^211] Other
    commenters add (as detailed below) that that the competitive
    analysis provided by the Applicants in the Public Interest Statement
    is inadequate.[^212]

52. *Discussion.* We conclude that the most appropriate geographic level
    for market analysis is comprised of CMAs and CEAs. We determine that
    the geographic market is the area within which a consumer is most
    likely to shop for mobile telephony/broadband services.[^213] For
    most individuals, this market will be a local area, as opposed to a
    larger regional or nationwide area.[^214] This is because "in
    response to a small but not insignificant price increase by
    providers" that offer service where consumers live, work or travel,
    most consumers are unlikely to switch to alternative wireless
    providers that operate only outside of such a locality.[^215]
    Further, the Applicants' argument that prices are set on a national
    level, and that consumers shop for national plans and national
    rates, does not undercut the finding of a local geographic market.
    We conclude that their assertions regarding the behavior of
    nationwide service providers and consumers do not establish the
    existence of a national market.[^216] Accordingly, we will use the
    same geographic market definition in our analysis for this
    transaction as the Commission has used in its recent wireless
    transaction orders discussed above.

### Input Market for Spectrum

53. In evaluating these transactions, we consider the aggregation of
    spectrum by Verizon Wireless. In previous Commission orders, the
    Commission made a determination to include, in its evaluation of
    potential competitive harm, spectrum in particular bands that is
    "suitable" for the provision of mobile telephony services.[^217] In
    connection with these transactions and consistent with our
    determination to evaluate the broader product market for mobile
    telephony/broadband services, we will include all spectrum suitable
    for the provision of wireless broadband over broadband networks, in
    addition to spectrum suitable for mobile voice and data services. As
    previously explained by the Commission, suitability is determined by
    whether the spectrum is capable of supporting mobile service given
    its physical properties and 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/broadband service.[^218] For the purposes of evaluating
    spectrum aggregation issues associated with this transaction we
    include in both our updated market-specific spectrum screen as well
    as our market-by-market analysis those spectrum bands designated for
    cellular, PCS, SMR, and 700 MHz services, as well as AWS-1 and
    Broadband Radio Service ("BRS") spectrum where available.

54. *Background*. In the *AT&T-Dobson Order*, we applied a 95 megahertz
    initial nationwide spectrum aggregation screen prior to our
    market-by-market review of the proposed transaction.[^219] In the
    *AT&T-Dobson Order*, adopted in November of 2007, the Commission
    found that, in light of recent developments, spectrum "suitable" for
    the provision of mobile telephony services includes not only
    approximately 200 megahertz of cellular, broadband PCS, and SMR
    spectrum, but also an additional 80 megahertz of 700 MHz band
    spectrum (in the 698-806 MHz band) throughout the nation, bringing
    the total amount of spectrum suitable for mobile telephony/broadband
    services on a nationwide basis to approximately 280 megahertz.[^220]
    Applying the Commission's previous determination that a spectrum
    aggregation screen should be based approximately on one-third of the
    total bandwidth available for mobile telephony services, we revised
    the spectrum aggregation screen from 70 megahertz to 95 megahertz,
    approximately one-third of the 280 megahertz of the spectrum
    designated as being available for mobile telephony/broadband
    services. We explained that setting this screen at approximately
    one-third of the total suitable spectrum is designed to be
    conservative and ensure that any markets in which there is potential
    competitive harm based on spectrum aggregation are identified and
    subjected to more in-depth analysis.[^221] Under the revised screen,
    the Commission found that there was no need for additional analysis
    where there was at least 185 megahertz of spectrum (of the 280
    megahertz of mobile communications spectrum) available to other
    firms to compete in the provision of mobile telephony/broadband
    services.[^222]

55. At the time of the *AT&T-Dobson Order*, we did not find it
    appropriate to include certain other spectrum bands -- particularly
    AWS-1 and BRS spectrum -- in the initial spectrum screen because
    this spectrum was committed to another use which precluded its use
    for mobile telephony and was not available nationwide.[^223] We
    determined in the *AT&T-Dobson Order* that excluding this spectrum
    on this basis was appropriate since the initial screen was intended
    to be conservative, that is, erring in the direction of identifying
    more rather than fewer markets for in-depth review.[^224] However,
    the Commission did consider the extent to which AWS-1 or BRS
    licenses were in fact available in specific markets, and included
    them in the local spectrum input market, in our detailed,
    case-by-case analysis of markets caught by the initial screen.[^225]
    In the *Verizon Wireless-RCC Order*, released on August 1, 2008, we
    determined that the spectrum screen established in the *AT&T-Dobson
    Order* was still appropriate.[^226]

56. The Applicants raise similar proposals as the applicants in the
    Verizon Wireless-RCC transaction, arguing that additional spectrum
    bands should be included in the spectrum input market.[^227] The
    Applicants agree that the Commission should include in the spectrum
    screen the approximately 200 megahertz of spectrum in the cellular,
    PCS, and SMR bands that the Commission had determined to be suitable
    for the provision of mobile telephony/broadband services prior to
    adoption of the *AT&T-Dobson Order*.[^228] The Applicants contend,
    however, that the Commission should adjust the spectrum screen to
    reflect developments in the provision of mobile telephony services
    of AWS-1, BRS, and Educational Broadband Service ("EBS")
    spectrum.[^229] While acknowledging that the Commission declined to
    include BRS, EBS and AWS-1 spectrum in both the *AT&T-Dobson Order*
    and the *Verizon Wireless-RCC Order*, the Applicants contend that
    this spectrum should now be considered because it either is already
    available for commercial use or soon will be.[^230] The Applicants
    add that the suitability of Mobile Satellite Service
    ("MSS")/Ancillary Terrestrial Components ("ATC") spectrum has also
    developed recently,[^231] and that spectrum in the 2155-2175 MHz
    band should be included because press reports indicate that the
    Commission intends to license this spectrum for wireless broadband
    services.[^232]

57. Specifically with regard to AWS-1 spectrum, the Applicants contend
    that the band could be deployed nationwide because government
    incumbents no longer encumber the spectrum in over 76 percent --
    1369 of 1788 counties -- of the ALLTEL footprint.[^233] Moreover,
    the Applicants argue, wireless providers have announced services in
    many markets, including New York, Philadelphia, Boston, and Las
    Vegas, that will use the AWS-1 spectrum.[^234] The Applicants also
    contend that a number of AWS-1 licensees have initiated services
    since the Commission declined in the *AT&T-Dobson Order* to include
    AWS-1 spectrum.[^235] For instance, the Applicants point out that
    T-Mobile USA, Inc. ("T-Mobile") plans to commence broadband AWS-1
    services in 25 markets by the end of 2008, that almost half of
    MetroPCS Communications, Inc.'s ("MetroPCS") covered POPs will be
    able to access AWS-1 networks, and that other providers, such as
    Leap Wireless International, Inc. ("Leap Wireless") and Stelera
    Wireless, LLC, have also been reported to offer commercial services
    using AWS-1 spectrum.[^236]

58. With regard to BRS/EBS spectrum, the Applicants contend that
    services using those bands have matured substantially since the
    *AT&T-Dobson Order* and add that wireless providers will complete
    their transition by February 2009 in Basic Trading Areas ("BTAs")
    representing 83 percent of the country's population.[^237] The
    Applicants note that Sprint Nextel Corporation ("Spring Nextel") and
    Clearwire Corporation ("Clearwire") hope to offer soon a WiMAX
    network using those bands to compete with Verizon Wireless's mobile
    broadband services.[^238] According to the Applicants, Sprint Nextel
    and Clearwire plan to offer mobile broadband services to up to 140
    million people by the end of 2010.[^239]

59. Several commenters oppose the Applicants' proposal to add more
    spectrum to the 95 megahertz screen. These commenters suggest
    spectrum should be included in the screen only after wireless
    providers deploy services using those frequencies and that AWS-1 and
    BRS/EBS should not be included because the status of those bands has
    not significantly changed since the Commission rejected their
    inclusion in the screen in the *AT&T-Dobson Order*.[^240] Chatham
    Avalon Park Community Counsel ("Chatham") contends, specifically,
    that the Commission should not use the BRS/EBS spectrum because
    WiMAX will be difficult to deploy nationally in those bands.[^241]
    Commenters also assert that the Commission should not include AWS-1
    in the spectrum screen because services using AWS-1 spectrum are
    still not available on a nationwide basis, wireless providers will
    not actually use much of the AWS-1 spectrum for mobile
    telephony,[^242] and the government classified the locations of
    systems using AWS-1 thereby preventing the public from determining
    its availability in any particular market.[^243] Chatham adds that
    existing market participants will control most AWS-1 and BRS
    spectrum, so its use will not increase competition in the
    market.[^244] Commenters also contest that satellite services be
    included in the spectrum screen because the services rely on bulky,
    expensive handsets and, thus, are not a comparable to other mobile
    services,[^245] and because ATC services are not available outside
    of sparsely populated rural areas and, even there, the Department of
    Agriculture subsidized the services.[^246]

60. Some commenters argue that, while spectrum, including the spectrum
    the Applicants assert should be added to the screen, may be suitable
    for mobile telephony, all wireless spectrum is not equal and should
    not be treated as fungible by the Commission.[^247] With regard to
    the other spectrum bands that the Applicants assert should be
    included in the spectrum screen, Leap Wireless and other commenters
    argue that the Commission added spectrum from the 700 MHz band to
    the screen because it has similar characteristics to the 800 MHz
    band (which is already included in the screen), but the bands that
    the Applicants ask to include do not.[^248] Leap Wireless suggests
    that "if 2 GHz spectrum is to be pooled together with 800 MHz
    spectrum for purposes of calculating a screen, spectrum with
    different properties should be given different weights."[^249]
    Further, it argues that the Commission, in evaluating how much
    spectrum any one entity can hold in a market, should consider how
    much spectrum will remain and whether that amount is enough to
    enable competition, because newer services require more bandwidth,
    thus increasing the amount of spectrum required for new entrants to
    compete in a market.[^250]

61. Similarly, several commenters contend that the Commission should
    apply heightened scrutiny to any markets in which the merged entity
    will monopolize the cellular spectrum in a market.[^251] These
    commenters maintain that cellular spectrum is superior for mobile
    communications, because it provides wider coverage and better signal
    penetration with less attenuation than other bands, and that
    cellular systems are more fully developed with a greater customer
    base.[^252] The Rural Cellular Association states that the
    Commission should find that the anticompetitive effect of Verizon
    Wireless holding all 50 megahertz of cellular spectrum will be
    exacerbated by its access to between 55 to 65 percent of the 700 MHz
    spectrum in those CMAs.[^253] The Applicants respond that the HHI
    screen should identify any markets in which a competitive issue
    arises.[^254]

62. *Discussion.* As noted above, in light of recent developments and
    our determination to evaluate the broader mobile telephony/broadband
    services market in our competitive analysis, we decide to include
    AWS-1 and certain BRS spectrum in an updated, market-specific
    initial spectrum screen where that spectrum is available. The
    Commission has previously said with respect to mobile communications
    that suitability for provision of these services "is determined by
    the physical properties of the spectrum, 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."[^255] We find that the same factors apply to
    mobile telephony/broadband services. With respect to spectrum that
    may become suitable for mobile telephony/broadband services in the
    near future, we consider that spectrum to be a relevant input if it
    will meet the criteria for suitable spectrum within two years.[^256]
    We also revise our initial spectrum screen so that it applies on a
    market-by-market basis, rather than on a nationwide basis. This
    revised, market-specific screen allows us to apply the screen so as
    to reflect more accurately the availability of spectrum in
    particular markets when considering possible spectrum aggregation
    issues, and results in our considering the same spectrum bands when
    applying our initial screen and conducting any subsequent, more
    detailed market-by-market analysis.[^257]

63. As discussed below, based on the current state of the market for
    mobile telephony/broadband services, we find it appropriate to
    include 55.5 megahertz of contiguous BRS spectrum (excluding BRS
    spectrum associated with the Middle Band Segment (MBS) channels, BRS
    Channel 1, and the J and K guard bands) in a market-specific initial
    spectrum screen. Particularly, we treat this BRS spectrum as
    available in markets in which the transition has been completed. We
    further conclude that sufficient progress has been made in clearing
    AWS-1 spectrum to include such spectrum in a market-specific
    spectrum screen in those markets where the spectrum has been cleared
    and is available for use by the AWS-1 licensees.

64. Accordingly, the spectrum screen will vary in a particular market
    depending on the availability of AWS-1 and BRS spectrum in that
    market. For markets in which AWS-1 and BRS spectrum is available, we
    revise the screen to 145 megahertz. For markets in which AWS-1 is
    available but BRS is not available, we use a spectrum screen of 125
    megahertz. For markets in which BRS is available but AWS-1 is not
    available, we use a spectrum screen of 115 megahertz. Finally, for
    markets in which neither BRS nor AWS-1 is available, we use a 95
    megahertz spectrum screen.

65. *Inclusion of BRS spectrum*. We are including the 55.5 megahertz of
    contiguous BRS spectrum (excluding BRS spectrum associated with the
    MBS channels, BRS Channel 1, and the J and K guard bands), where
    available, in the initial spectrum screen, consistent with our
    approach in the Sprint Nextel-Clearwire order.[^258] As mentioned
    above, we are revising the initial spectrum screen to apply on a
    market-specific, rather than a nationwide, basis. This revised,
    market-specific screen will reflect more accurately the availability
    of spectrum in particular markets when considering possible spectrum
    aggregation issues, and will result in the Commission's
    consideration of the same spectrum bands when applying the initial
    screen and conducting any subsequent, more detailed market-by-market
    analyses. In the *AT&T-Dobson Order* adopted last year, we examined
    the availability of BRS spectrum in particular. We noted that the
    availability of BRS spectrum for mobile uses was dependent on the
    process of transitioning to the new band plan. We determined, in the
    context of a uniform nationwide initial spectrum screen, that we
    could not yet conclude that sufficient BRS spectrum would be
    available nationwide soon enough to affect current behavior,[^259]
    and therefore decided not to include BRS spectrum as part of the
    initial spectrum screen. We did, however, include BRS spectrum as
    part of our market-specific analysis of competitive harm that might
    result through spectrum aggregation when BRS spectrum was in fact
    available in a particular market.[^260] Furthermore, in the time
    since release of the *AT&T-Dobson Order*, significant additional
    progress has been made in completing the transition of BRS spectrum
    to the new band plan. Currently, the transition has been completed
    in 337 out of 493 BTAs.[^261] Indeed, all BRS licensees must be
    operating and be able to demonstrate substantial service by May 1,
    2011 or lose their licenses,[^262] a requirement that should further
    accelerate completion of the transition. Under these circumstances,
    we are including BRS spectrum in a market-specific spectrum screen
    in those markets where the transition has been completed.

66. *Inclusion of AWS-1*. With respect to AWS-1 spectrum in the 1.7/2.1
    GHz band, we conclude that sufficient progress has been made in
    clearing AWS-1 spectrum to consider that spectrum suitable for
    mobile telephony/broadband services in those markets where the
    spectrum has been cleared and is available for use. In the
    *AT&T-Dobson Order*, we concluded, in the context of potentially
    adopting a nationwide spectrum screen, that AWS-1 spectrum -- while
    meeting the other requirements for suitability -- was not generally
    available for mobile use throughout the country because of the need
    to clear governmental and non-governmental incumbent users.[^263] As
    with BRS spectrum, in the *AT&T-Dobson Order* we also included AWS-1
    spectrum as part of our market-specific analysis of competitive harm
    that might result through spectrum aggregation when BRS spectrum was
    in fact available in a particular market.[^264] Furthermore, recent
    information available to us now indicates that substantial progress
    continues to be made in clearing AWS-1 spectrum and that widespread
    deployment of mobile services using AWS-1 spectrum will be occurring
    in the near term. Our records show that AWS-1 spectrum has been
    cleared in approximately two-thirds of all counties. Furthermore,
    T-Mobile USA, an AWS-1 licensee, recently reported that it intends
    to offer wireless broadband service using AWS-1 spectrum in 25
    markets by the end of 2008 and that it has "placed about one million
    AWS-ready handsets either into customer hands or the supply
    chain."[^265] Under these circumstances, we find it appropriate also
    to consider AWS-1 spectrum in our initial market-specific screen in
    those markets that have already been cleared.

67. *Inclusion of other spectrum*. We decline to make any additional
    changes to the spectrum screen at this time. Specifically, we
    decline to include EBS in the spectrum screen.[^266] The primary
    purpose of EBS is to further the educational mission of accredited
    public and private schools, colleges and universities providing a
    formal educational and cultural development to enrolled students
    through video, data, or voice transmissions.[^267] While licensees
    are allowed to lease their excess capacity to commercial operators,
    leasing is subject to various special requirements designed to
    maintain the primary educational character of services provided
    using EBS.[^268] In addition, other elements of the EBS licensing
    regime, such as its solely site-specific character, with the absence
    of any licensee in various unassigned EBS "white spaces," complicate
    use of this spectrum for commercial purposes. Accordingly, we will
    not consider spectrum associated with EBS spectrum leases as part of
    the spectrum screen.

68. In addition, with regard to satellite services, in previous
    Commission orders we stated that although satellite providers offer
    facilities-based mobile voice and data services, the price of these
    services is, at present, significantly higher than for services
    offered by cellular, PCS, or SMR providers. Therefore, most
    consumers would not view satellite phones as substitutes for mobile
    telephony/broadband services.[^269] The record in this proceeding
    does not provide any basis for revisiting that conclusion. With
    regard to ATC, we have insufficient evidence of the availability and
    nature of ATC service to justify placing it in the screen at this
    time. As for spectrum in the 2155-2175 MHz band,[^270] the
    Commission has not yet finalized either the applicable rules or the
    date for assignments of licenses in the spectrum. Therefore, we find
    that inclusion of this band in the spectrum screen is premature.

69. *Other issues*. We decline to implement Leap Wireless's suggestion
    to differentiate between the types of spectrum suitable for the
    provision of mobile telephony/broadband services.[^271] Since the
    Commission first determined to evaluate potential spectrum
    aggregation of 800 MHz cellular spectrum, 800/900 MHz SMR, and 1.9
    GHz broadband PCS spectrum for purposes of competitive review, it
    has not differentiated among these bands. Nor did we do so last year
    when we expanded the initial spectrum aggregation screen to include
    700 MHz band spectrum. We decline to do so here with respect to the
    particular 2.5 GHz BRS spectrum or the 1.7/2.1 GHz AWS-1 spectrum
    that we find suitable for mobile telephony/broadband services. This
    initial spectrum screen is designed to be a trigger for further
    competitive analysis, in which we examine the each of the identified
    markets to ensure that no competitive harm would result from the
    proposed transaction.

70. Also, consistent with existing precedent, we decline to apply any
    heightened scrutiny to spectrum aggregation involving cellular
    overlaps. The Commission has previously found that reliance on
    case-by-case review for aggregation of spectrum and cellular-cross
    interests better serves the public interest than utilizing a
    prophylactic rule,[^272] because "case-by-case review \[has a\]
    greater degree of flexibility to reach the appropriate decision in
    each case, reduced likelihood of prohibiting beneficial transactions
    or levels of investment both in urban and rural areas, and ability
    to account for the particular attributes of a transaction or
    market."[^273] In the case-by-case analysis of this transaction that
    we perform, we make particularized judgments regarding any potential
    harms and the need for any remedies in each of these markets that we
    examine.

### Market Participants

71. In its recent wireless transaction orders, when computing initial
    measures of market concentration, the Commission limited its
    analysis of transactions involving mobile telephony services to
    cellular, PCS, and SMR facilities-based service providers, and
    excluded satellite service providers, nomadic wireless Voice over
    Internet Protocol ("VoIP") providers, mobile virtual network
    operators ("MVNOs"), and resellers from consideration.[^274]  We
    find that mobile telephony/broadband services offered by
    facilities-based providers using cellular, PCS, and SMR spectrum and
    employing various technologies offer similar voice and data
    functionalities and are indistinguishable to the consumer.[^275] 
    Accordingly, we consider cellular, PCS, and SMR facilities-based
    mobile telephony/broadband service providers to be market
    participants.  Similarly, to the extent that entities provide
    facilities-based mobile telephony/broadband services using 700 MHz,
    AWS-1, and BRS spectrum, we also consider them to be market
    participants.[^276]

72. The Applicants propose that the Commission include several other
    service providers, such as satellite providers with ATC
    authority[^277] and providers in the 2155-2175 MHz band,[^278] when
    computing initial measures of market concentration. But as discussed
    above, we have insufficient evidence of the availability and nature
    of ATC service to justify considering providers using this spectrum
    as market participants. Further, inclusion of the 2155-2175 MHz band
    would be premature given that the Commission has not finalized the
    service rules for assignment of licenses in this band.

73. The Applicants also propose that national resellers/MVNOs should be
    included because they have recently emerged to compete successfully
    on branded packaged voice and data services,[^279] and that cable
    operators should be included because cable operators may bundle
    wireless services with their video and VoIP offerings.[^280]

74. Under Commission precedent, we generally limit our analysis to
    facilities-based service providers, either nationwide or regional,
    excluding MVNOs and resellers from consideration when computing
    initial concentration measures. While the Commission has
    acknowledged that non-facilities based service options have an
    impact in the marketplace and in some instances may provide
    additional constraints against anticompetitive behavior, to date, in
    evaluating proposed transactions involving mergers of wireless
    service providers, the Commission has not included resellers or
    MVNOs in its initial screen.[^281] Accordingly, we will consider
    facilities-based entities providing mobile telephony/broadband
    services using cellular, PCS, SMR, 700 MHz, AWS-1, and BRS spectrum
    to be market participants.

## Initial Screen

75. Having determined the appropriate market definitions for this
    transaction, our competitive analysis next applies the Commission's
    initial screen, followed by a further case-by-case review of the
    markets identified by that screen. As discussed in previous wireless
    transaction orders, the purpose of this initial screen is to
    eliminate from further review those markets in which there is
    clearly no competitive harm relative to today's generally
    competitive marketplace.[^282] The Commission designed the initial
    screen to be conservative and ensure that we do not exclude from
    further scrutiny any geographic areas in which the potential for
    anticompetitive effects exists. In addition to market concentration,
    which we measure with market share data, we consider the input
    market of spectrum that is suitable for the provision of mobile
    telephony/broadband services because spectrum is a necessary
    resource for wireless service providers to compete effectively. This
    initial screen is only the beginning of our competitive analysis.
    Subsequent sections examine on a case-by-case analysis those markets
    identified by the screen, where potential harm is possible, to
    determine whether harm is likely and a remedy needed.

76. The Applicants include a statement from an economist who argues that
    the Commission should not use a spectrum screen for three reasons:
    the screen can act as a *de facto* spectrum cap thereby distorting
    competition, a poorly designed screen can lead to misallocation of
    Commission resources, and the public interest rationales for the
    screen are unsound.[^283] Alternatively, the economist contends, the
    Commission should increase the spectrum used in the screen to
    minimize these harms.[^284] Leap Wireless contests the assertion of
    the Applicants' economist that the Commission should no longer use a
    spectrum screen, arguing that eliminating the screen would allow
    anticompetitive effects to escape scrutiny.[^285] Leap Wireless also
    argues that the Commission should include spectrum that Verizon
    Wireless won in Auction 73 in the numerator of the screen.[^286]

77. We reject the arguments of the Applicants that this transaction
    should not be reviewed under a spectrum screen. With respect to the
    Applicants' general arguments, we continue to believe that the
    spectrum screen is a useful tool for identifying markets where there
    may be competitive issues. The argument that the screen can act as a
    *de facto* spectrum cap is inconsistent with precedent and our use
    of the screen. We therefore apply our spectrum screen to the
    proposed transaction. The licenses won by Verizon Wireless in
    Auction 73 have been included in our initial spectrum screen.

78. For this transaction, we use our December 2007 NRUF database, which
    tracks phone number usage by all telecommunications services
    providers, including wireless service providers, to estimate mobile
    communication subscribership levels, market shares, and
    concentration for various geographic markets.[^287] Consistent with
    our discussion of the geographic market definition above, in
    calculating market shares and market concentration, we analyze
    wireless provider data using two sets of geographic areas,
    CEAs[^288] and CMAs.[^289] Our initial screen criteria identifies,
    for further case-by-case market analysis, those markets in which,
    post-transaction: (1) the HHI would be greater than 2800 and the
    change in HHI will be 100 or greater, or the change in HHI would be
    250 or greater, regardless of the level of the HHI, and (2) the
    Applicants would have, on a market-by-market basis, a 10 percent or
    greater interest in 95 megahertz, 115 megahertz, 125 megahertz or
    145 megahertz or more of cellular, PCS, SMR, 700 MHz, AWS-1 and BRS
    spectrum, depending upon the availability of AWS-1 and BRS spectrum
    in any given market.[^290] This initial screen is only the beginning
    of our competitive analysis. Subsequent sections examine on a
    case-by-case analysis those markets identified by the screen, where
    potential harm is possible, to determine whether harm is likely and
    a remedy needed.

79. The Applicants did not identify markets that the initial screens
    would capture based on the post-transaction HHI and the change in
    the HHI, or the change in the HHI alone. The Applicants attach to
    the Joint Opposition a market-by-market analysis of 50 markets where
    they claim that the combined attributable spectrum held by the
    merged entity would exceed 95 megahertz.[^291] Within each market,
    the Applicants analyzed the amount of spectrum attributable to the
    merged entity following the transaction, whether BRS/EBS spectrum is
    available in the market, the number of competitors in the region and
    the competitors' spectrum holdings, and potential new entrants into
    the local market. The Applicants conclude that because the three
    other national wireless providers, landline replacement carriers,
    rural telephone companies, and other licensees will all compete with
    Verizon Wireless after the transaction, none of the markets involved
    in this transaction raise competitive issues.[^292]

80. As noted above, several commenters allege that the Applicants'
    spectrum analysis was incorrect or incomplete. Some argue that the
    analysis incorrectly included spectrum from the AWS-1, BRS, EBS, and
    MSS ATC bands, rather than only the bands used in the 95 megahertz
    screen.[^293] Several commenters also argue that the Joint
    Opposition does not sufficiently analyze the HHI impact or the
    market share on several markets.[^294] Others argue that the
    analysis ignores that Verizon Wireless and ALLTEL are the two
    dominant wireless providers in many markets and once the transaction
    is complete, the merged entity will be capable of exercising undue
    leverage on the market.[^295] The *Ad Hoc* Public Interest Spectrum
    Coalition ("PISC") contends that the transaction would result in
    Verizon Wireless's HHI changing 261 points and that the Applicants'
    market analysis ignores financial issues that may face new market
    entrants.[^296] Palmetto Mobilenet, L.P. ("Palmetto") contends that
    the initial screen will possibly capture all CMAs in South
    Carolina.[^297]

81. Our initial HHI screen identifies a total of 218 CMAs and 116 CEAs
    that require further competitive review. The initial spectrum screen
    identifies a total of 27 CMAs and 15 CEAs that require competitive
    review. All of these 27 CMAs and 14 of the 15 CEAs were also flagged
    by the HHI initial screen.

## Horizontal Issues

82. This section examines how the transaction could affect competitive
    behavior in the 218 CMAs and 116 CEAs identified by the initial
    screen as requiring additional analysis to determine whether the
    proposed transaction would result in competitive harm. As discussed
    in the Commission's recent wireless transaction orders, competition
    may be harmed either through unilateral actions[^298] by the merged
    entity or through coordinated interaction[^299] among firms
    competing in the relevant market.

83. In this Memorandum Opinion and Order and Declaratory Ruling, we find
    that extended discussions of unilateral and coordinated effects are
    unnecessary.[^300] First, many aspects of our previous analyses in
    wireless transaction orders are unchallenged here.[^301] Second, we
    provide a market-by-market discussion of each CMA where we are
    requiring business unit divestitures.[^302] We therefore discuss
    unilateral effects and coordinated interaction at a general level
    only to the extent issues are raised by the parties to this
    proceeding.[^303]

### Unilateral Effects

84. Verizon Wireless's acquisition of ALLTEL could lead to changes in
    the structure of the markets in 218 CMAs and 116 CEAs identified
    above by our initial screen as needing further analysis. Thus, with
    regard to these markets, we examine in more detail the possibility
    that the proposed transaction may lead to competitive harm through
    unilateral actions by the merged entity.[^304] Unilateral effects
    arise when the merged firm finds it profitable to alter its behavior
    following the merger by "elevating price and suppressing
    output."[^305] In the case of mobile telephony/broadband services,
    as defined above, this might take the form of delaying improvements
    in service quality or adversely adjusting plan features without
    changing the plan price.[^306] Incentives for such unilateral
    competitive actions vary with the nature of competition in the
    relevant markets.

85. As we explain below, the market for mobile telephony/broadband
    services in the United States appears to be differentiated. Wireless
    service providers do not offer a completely homogeneous service.
    Rather, the service providers compete vigorously on the basis not
    only of price but also of other plan features, call quality,
    geographic coverage, and customer service. While service providers
    can change some of these attributes relatively quickly, others --
    particularly non-price attributes such as quality and coverage --
    require investments in spectrum or infrastructure and are not easily
    modified.

86. In their application, the Applicants do not discuss the unilateral
    effects of the proposed transaction on particular CMAs, but argue
    that the national "commercial mobile radio service market" is highly
    competitive.[^307] Even on a CMA basis, they argue, counties with
    fewer providers are likely to be adjacent to counties with four or
    more competitors such that an existing firm in any market could
    respond quickly to an exercise of unilateral market power by
    another.[^308] Moreover, they contend that spectrum-related barriers
    to entry for the market are relatively low because over 600
    megahertz of spectrum are available for competing commercial mobile
    radio services ("CMRS") and many competitors that hold spectrum
    licenses can rapidly enter local markets.[^309] Finally, they
    contend that based on past trends, the number of potential
    subscribers is likely to increase, thus decreasing the likelihood of
    competitive harms; they do not provide, however, any data on
    subscriber shares for any CMAs.[^310]

87. The Roaming Petitioners argue that the proposed transaction will
    eliminate a major wireless provider and will eliminate the
    possibility that ALLTEL will combine with other wireless providers
    to create a new major wireless provider. These losses, according to
    the Roaming Petitioners, will lessen competition in areas where
    Verizon Wireless and ALLTEL compete.[^311] The South Dakota
    Telecommunications Association also contends that the transaction
    will decrease competition in South Dakota because Verizon Wireless
    and ALLTEL are the two dominant wireless providers in the state,
    holding licenses for over 95 megahertz of spectrum in more than half
    the state's counties.[^312] We address these concerns in more detail
    below.[^313]

### Coordinated Effects

88. As discussed in previous wireless transaction orders, 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.[^314] Accordingly,
    one way in which a transaction 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.[^315]
    Successful coordination depends on two key factors. 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.[^316]

89. The Applicants assert that the transaction does not pose any risk of
    coordinated interaction in the markets in which Verizon Wireless and
    ALLTEL have overlapping spectrum.[^317] They assert that no risk
    will arise because the overall market for mobile services is highly
    competitive and a substantial number of competitors will remain
    after the transaction.[^318] The Applicants do not identify any
    specific constraints on the ability of the remaining competitors to
    reach terms of coordination or to detect and punish deviations
    following the transaction.[^319]

90. The Applicants' arguments on coordinated interaction do not cause us
    to alter our general views on this topic, as set out in the
    Commission's recent wireless transaction orders.[^320] Specifically,
    we continue to find that a number of market conditions may affect
    one or both elements of coordination, including the availability of
    information about market conditions, the extent of firm and product
    homogeneity, and the presence of maverick providers in the
    market.[^321] As discussed in the previous transactions, these
    general findings underpin the market-by-market analysis to which we
    now turn. [^322]

## Market-by-Market Analysis

### Analytical Standard

91. In this section, we examine the local markets consistent with the
    approach the Commission has applied in its recent wireless
    transaction orders.[^323] Although the 100 markets that Verizon
    Wireless has committed to divest were identified by our initial
    screen, we do not undertake a market-by-market analysis of these
    markets because they will be divested. Therefore, we examine the
    remaining 118 CMAs identified by the Commission's initial screen
    examining both HHI market concentration and spectrum input. In
    undertaking this market-by-market analysis, we consider variables
    that the general analyses in these orders have shown are important
    for predicting the incentive and ability of service providers 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.[^324] These include: the total number of rival service
    providers; 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 transaction; the amount of spectrum suitable for the
    provision of mobile telephony/broadband services controlled by the
    combined entity; and the spectrum holdings of each of the rival
    service providers. In reaching determinations, we balance these
    factors on a market-specific basis, and consider the totality of the
    circumstances in each market.

92. Thus, for example, if our count of the number of rival service
    providers and our scrutiny of their spectrum holdings and network
    coverage indicates that the response of rival service providers will
    likely be sufficient to limit the ability and incentive of the
    combined entity to raise prices 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.[^325] 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.[^326]

### Result of Analysis

93. Our market-by-market analysis finds that there would be a
    significant likelihood of harm in the proposed transaction, either
    from unilateral effects or coordinated interaction, in five of the
    118 CMAs identified by the initial screen.[^327] As the Commission
    determined in its previous wireless transaction orders, this
    multi-factor, market-specific analysis, which employs a combination
    of data sources, provides a reliable basis for making our
    determinations herein.[^328]

94. For these 118 markets identified by the initial screen, we derive
    the market share and HHI information from our analysis of data
    compiled in our NRUF database, which tracks phone number usage by
    all telecommunications services providers, including wireless
    service providers. However, our analysis does not rely solely on
    market shares to determine which markets are likely to experience
    competitive harm resulting from 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.

95. In addition, we examine data from our LNP database through December
    30, 2006, June 30, 2007, and December 30, 2007. This information
    includes each instance of a customer porting a phone number from one
    mobile provider to another, and indicates both the origin and
    destination provider.[^329] We also analyze launch and coverage
    information for wireless providers available from a variety of
    public sources, as well as information regarding spectrum holdings,
    which we obtained from our licensing databases and from the
    Application.

96. *Divestitures Proposed by Verizon Wireless.* The Applicants argue
    that the voluntary divestitures eliminate the primary overlap areas
    between their networks, leaving only complementary assets.[^330]
    They contend the divestitures of assets in North and South Dakota,
    as well as others, should alleviate all the commenters' concerns
    about local competition.[^331] The Applicants argue generally that
    the Commission should not revert to a spectrum cap and should
    continue to use a spectrum screen.[^332]

97. While most commenters support Verizon Wireless's offer to divest
    spectrum in these markets, they ask the Commission to add further
    conditions to the offer.[^333] Some commenters question whether the
    merged entity should be allowed to retain more than 95 megahertz or
    otherwise excessive spectrum in any market.[^334] These commenters
    propose several methods for the Commission to determine which
    spectrum should be divested, such as that the Commission require
    that: the merged entity divest spectrum in excess of 95 megahertz in
    any market in which it holds more than 115 megahertz;[^335] the
    merged entity divest CMAs in which it would hold both cellular
    spectrum blocks;[^336] the merged entity divest all spectrum in
    excess of 55 megahertz (at the county level) that it would hold
    below 1 GHz and all spectrum in excess of 110 megahertz that it
    would hold below 2.3 GHz;[^337] or Verizon Wireless divest the
    ALLTEL cellular systems (including network assets and customers)
    where it overlaps with Verizon Wireless's cellular spectrum or where
    spectrum would become excessively concentrated.[^338] The Applicants
    respond that the Commission rejected these sorts of spectrum limits
    when it abolished its 1999 decision to impose a 55 megahertz cap of
    cellular, PCS, and SMR spectrum.[^339]

98. *Market-Specific Analysis*. In performing our market-by-market
    analysis, we find that, in the great majority of the 118 markets
    identified by the initial screen, no competitive concerns were
    raised. For instance, in most of these markets, there would be four
    or more competitors present post-transaction with thoroughly
    built-out networks, adequate bandwidth, and the ability to offer
    competitive nationwide services. For each of these markets we
    determine, consistent with our findings in previous transaction
    orders, that competitive harm is unlikely.[^340] In several other of
    these markets, we conclude that based on the various particular
    facts in each of these markets, the proposed transaction would be
    unlikely to make it profitable for the combined entity to raise
    price and restrict output. The presence and capacity of rival
    service providers, taking into account near-term opportunities to
    obtain access to additional spectrum, are such in these markets as
    well that the response of these rival service providers would likely
    be sufficient to deter any unilateral actions or anticompetitive
    behavior by the merged entity.

99. In ten of the 118 markets, however, we conclude that further
    discussion herein is merited regarding the factors and
    particularities associated with our determination as to whether
    there would be competitive harm in each of these specific markets.
    As indicated below, in five of these markets we find that
    divestiture is appropriate, while in the other five we conclude that
    it is not necessary in order to prevent the likelihood of
    competitive harm.

100. *Specific Markets in Which Competitive Harm Is Likely*. We list
     below the markets in which our case-by-case analysis indicates that
     competitive harm is likely as a result of this transaction. Most of
     these five markets are smaller markets with relatively high market
     shares for the merged entity and few competing service providers.
     In these markets, we are concerned that, post-transaction,
     competing service providers would not be sufficiently numerous to
     deter anticompetitive behavior by the merged entity.[^341]

  --------------------------- -------------------------------------------
  **Market**                  **Market Name**

  CMA181                      Muskegon, MI

  CMA427                      Iowa 16-Lyon

  CMA476                      Michigan 5-Manistee

  CMA478                      Michigan 7-Newaygo

  CMA650                      Tennessee 8-Johnson
  --------------------------- -------------------------------------------

101. Generally, we find that, in any market in which the transaction
     would reduce the number of genuine competitors to three or fewer,
     the proposed transaction may result in a significant likelihood of
     successful unilateral effects and/or coordinated interaction.[^342]
     The following five markets, which are the markets where we are
     requiring business unit divestitures, represent markets in which
     the acquisition would reduce the number of competitors and result
     in a significant likelihood of anticompetitive behavior of the
     combined firm. In fact, in one of these five markets, the number of
     fully constructed operators will be reduced from two to one.[^343]
     In four of these markets, we expect that the post-transaction
     market share of the combined entity likely would make it profitable
     for the entity to raise prices and restrict output. We conclude
     that the presence and capacity of rival service providers, taking
     into account near-term opportunities to obtain access to additional
     spectrum, are such that the response of rival service providers is
     likely to be insufficient to deter successful unilateral effects
     and/or coordinated interaction by the merged entity.

102. *Iowa Market*. CMA427 Iowa 16-Lyon is contiguous to several markets
     that the Applicants have voluntarily agreed to divest.[^344] We
     have competitive concerns relating to this market because of a high
     combined market share that would result with the merged entity, and
     because there is insufficient coverage by other nationwide service
     providers or large regional providers that could prevent
     anticompetitive behavior.[^345] In this market, the Applicants
     currently have \[REDACTED\] market shares, and post transaction the
     combined entity would have a market share of \[REDACTED\],
     \[REDACTED\] times greater than the nearest competitor. In
     addition, the transaction would reduce the number of other service
     providers with market share greater than \[REDACTED\] to two
     providers, neither of which offers nationwide service plans that
     could discipline anticompetitive behavior by the merged entity with
     respect to offering nationwide service. Also, although there would
     be four service providers, including the merged entity,
     post-transaction that would cover 70 percent of the CMA population
     and land area, Verizon Wireless would be the only nationwide or
     larger regional service provider with this degree of coverage in
     CMA427 Iowa 16-Lyon.

103. We find that absent divestiture, it is likely that the merged
     entity could behave in an anticompetitive manner because of its
     high combined market share and that it would be the only nationwide
     service provider covering 70 percent or more of the CMA population
     and more than 50 percent of the CMA land area. Given the
     demographics of the area, it is unlikely that in the near term a
     nationwide service provider or large regional provider would be
     able to enter the market to discipline the combined entity, and
     therefore a divestiture of this market would provide the
     opportunity for an additional competitor to enter the market.
     Therefore, we conclude that there is substantial risk that the
     proposed transaction, without a divestiture, would lead to
     anticompetitive harms in the Iowa 16-Lyon CMA.

104. *Michigan Cluster*. This cluster includes three CMAs in Michigan --
     CMA181 Muskegon, MI, CMA476 Michigan 5-Manistee, and CMA478
     Michigan 7-Newaygo -- none of which are contiguous to markets being
     voluntarily divested. These three markets raise specific concerns
     that relate to the combined market share that would result, as well
     as the lack of network coverage in terms of both land area and
     population.[^346] The combined market share for this cluster ranges
     from \[REDACTED\] in CMA181 Muskegon, MI to \[REDACTED\] in CMA476
     Michigan 5-Manistee.[^347] In terms of market share there is a
     reduction from four to three service providers in CMA181
     Muskegon, MI. Further, in CMA181 Muskegon, MI, there is a reduction
     from four to three service providers that cover 70 percent or more
     of the CMA population.

105. We find that absent divestiture, it is likely that the merged
     entity could behave in an anticompetitive manner. In this cluster,
     there is a reduction in terms of market share and population
     coverage from four to three service providers in a non-rural CMA
     (CMA181 Muskegon, MI). Although the reduction in the number of
     service providers with sufficient network coverage is less in the
     two rural CMAs, the merged entity's combined market share in these
     two markets, coupled with the reduction in competition in CMA181
     Muskegon, may facilitate anticompetitive behavior by the merged
     entity.

106. *CMA650 Tennessee 8-Johnson.* In this CMA, which is contiguous to
     two markets that are voluntarily being divested,[^348] we are
     primarily concerned that because of lack of network coverage by
     other providers, there is likelihood of competitive harm.[^349] The
     transaction as proposed would consolidate the only two service
     providers covering more than 25 percent or more of this CMA's land
     area. The transaction also would reduce from three to two the
     number of service providers covering significant percentages of the
     population. In sum, we find that this transaction would
     substantially reduce the number of providers covering a significant
     percentage of the population and land area in this market.
     Therefore, we find it unlikely that other providers with network
     coverage in this market could effectively discipline the merged
     entity, and conclude that divestiture is appropriate.

107. *Specific Markets in Which Competitive Harm Is Not Likely.* We
     find, as discussed below, that business unit divestitures are not
     required in the other five markets.

108. *Alabama Cluster*. This cluster includes two CMAs -- CMA310 Alabama
     4-Bibb and CMA314 Alabama 8-Lee. These CMAs are contiguous to
     several voluntary divestiture markets.[^350] Of concern in both of
     these CMAs is the level of network coverage.[^351] In CMA310
     Alabama 4-Bibb, we are primarily concerned with a reduction in the
     number of service providers that cover more than 70 percent of the
     population and more than 50 percent of the land area from three
     service providers to two. For CMA314 Alabama 8-Lee, the merged
     entity would have a combined market share of \[REDACTED\], but the
     transaction would reduce the number of service providers with
     market share greater than \[REDACTED\] from six providers to five.

109. Even though these markets raise these concerns, we nonetheless find
     that, on the balance, it is unlikely that this transaction would
     result in competitive harm. While in CMA310 Alabama 4-Bibb, there
     are only three providers that cover more than 70 percent of the
     population, Sprint Nextel covers approximately 63 percent and
     T-Mobile 60 percent, and both have sufficient capacity to expand
     their network to cover 70 percent or more of the population in the
     near term. Also, both Sprint Nextel and T-Mobile have market shares
     greater than \[REDACTED\] in CMA310 Alabama 4-Bibb. Further, the
     porting data suggests that in this CMA neither ALLTEL's nor Verizon
     Wireless's customers consider the other as their next best choice
     of service provider.[^352] In CMA314 Alabama 8-Lee, we note that,
     although the combined entity would hold a greater than \[REDACTED\]
     market share, two of the other three nationwide service providers
     hold market shares greater than \[REDACTED\] and cover more than 70
     percent of the CMA population, and therefore would likely be able
     to discipline the market in the event that the combined firm
     attempted to behave in an anticompetitive manner. In addition, for
     both of these Alabama markets, we find that the significant
     presence of major service providers in nearby metropolitan markets,
     such as Montgomery, Alabama, and Columbus, Georgia, with their
     ability to extend their presence, also is likely to provide a check
     on possible anticompetitive behavior by the merged entity post
     transaction.

110. *North Carolina Market*. In CMA573 North Carolina 9-Camden, our
     primary concern is that there would be a loss of a competitor that
     covers a significant portion of the CMA, leaving only two service
     providers that cover around 70 percent or more of the CMA
     population.[^353] Specifically, two service providers -- ALLTEL and
     U.S. Cellular -- currently cover 70 percent or more of the CMA
     population and 50 percent or more of the land area.

111. Examination of other factors, however, leads us to conclude that,
     on balance, it is unlikely that this transaction would result in
     competitive harms. Both Sprint Nextel and T-Mobile have market
     share greater than \[REDACTED\] in this market, and all of the
     other three nationwide providers' network coverage overlaps the
     majority of the network overlap between Verizon Wireless and
     ALLTEL. Therefore, the nationwide service providers and U.S.
     Cellular should be able to effectively discipline the merged entity
     if it attempts to behave in an anticompetitive manner. Further, in
     this market more than \[REDACTED\] of ports for both Verizon
     Wireless and ALLTEL went to U.S. Cellular, which has a market share
     of \[REDACTED\] and covers more in terms of both population and
     land area than either of the merging entities. Therefore, the
     transaction may provide a stronger competitor in this market to
     U.S. Cellular.

112. *Tennessee/North Carolina/Virginia Cluster*. This cluster includes
     two CMAs -- CMA085 Johnson City and CMA646 Tennessee 4-Hamblen.
     CMA085 Johnson City is contiguous to two voluntary divestiture
     markets,[^354] while CMA646 Tennessee 4-Hamblen is not contiguous
     to any of the markets being voluntarily divested. Our chief concern
     regarding CMA646 Tennessee 4-Hamblen is that there is a reduction
     in competition in terms of population covered by the network, while
     in CMA085 Johnson City our concerns relate to market share and land
     area coverage.[^355] The combined market share is \[REDACTED\] in
     CMA085 Johnson City and there is a reduction in the number of
     service providers from five to four in this CMA. In terms of
     population coverage, there is a reduction from four to three
     service providers in CMA646 Tennessee 4-Hamblen. In terms of land
     area coverage there is a reduction from four to three in CMA085
     Johnson City. For CMA085 Johnson City, AWS-1 is included in the
     analysis; however, BRS is not. In this CMA, post transaction, the
     merged entity would hold 107 megahertz out of a possible 370
     megahertz.

113. Although these markets raise these concerns, we conclude, on
     balance that it is unlikely that this transaction would result in
     competitive harms. In both CMAs, the nationwide service providers
     have sufficient market share coverage, and capacity to counter any
     anticompetitive actions of the combined firm. Specifically in
     CMA085 Johnson City, the other three nationwide service providers
     have market share greater than \[REDACTED\], and extensive network
     coverage of the population. In CMA646 Tennessee 4-Hamblen, AT&T
     Mobility LLC ("AT&T Mobility") has a market share of over
     \[REDACTED\] and Sprint Nextel's share is over \[REDACTED\].
     Therefore, these firms should be able to discipline the merged
     entity if it behaves in an anticompetitive manner.

# Potential Public Interest Benefits

114. In addition to assessing the potential competitive harms of the
     proposed Verizon Wireless-ALLTEL transaction, we also consider
     whether the respective combination of these companies' wireless
     operations is likely to generate verifiable, transaction-specific
     public interest benefits.[^356] 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 would not be pursued but for the
     combination.[^357]

115. As discussed below, we find that the proposed transaction is likely
     to result in certain transaction-specific public interest benefits.
     We reach this conclusion, however, 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 precisely quantify either the magnitude
     of or the time period in which these benefits will be
     realized.[^358]

## Analytical Framework

116. 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 of
     service, enhanced service or new products."[^359] Under Commission
     precedent, the Applicants bear the burden of demonstrating that the
     potential public interest benefits of the proposed transaction
     outweigh the potential public interest harms.[^360]

117. The Commission applies several criteria in deciding whether a
     claimed benefit should be considered and weighed against potential
     harms. First, the claimed benefit must be transaction-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."[^361]
     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.[^362] In addition, as the Commission
     has noted, "the magnitude of benefits must be calculated net of the
     cost of achieving them."[^363] Furthermore, as the Commission has
     previously explained, "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."[^364] Third, the Commission has
     stated that it "will more likely find marginal cost reductions to
     be cognizable than reductions in fixed cost."[^365] 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.[^366]

118. Finally, the Commission applies a "sliding scale approach" to
     evaluating benefit claims.[^367] 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."[^368]
     On the other hand, where potential harms appear less likely and
     less substantial, as in this case,[^369] we will accept a lesser
     showing to approve the transaction.[^370]

## Discussion

119. The Applicants assert, and many commenters agree, that the proposed
     transaction will result in a number of public interest and consumer
     benefits. Specifically, they assert that the proposed transaction
     will benefit rural customers. The Applicants enumerate the multiple
     benefits for rural America, including faster and more extensive
     deployment of wireless broadband service, seamless national
     coverage, improved customer care, and a greater variety of
     services, devices, and service plans for ALLTEL subscribers.[^371]
     In addition, the Applicants note that the merged entity will
     provide more contiguous coverage and expanded wireless data
     services for Verizon Wireless subscribers.[^372] They contend that,
     overall, the proposed transaction would provide substantial
     benefits for existing ALLTEL customers as well as existing and
     future Verizon Wireless customers.

120. Some commenters assert that the Applicants have failed to
     demonstrate that the proposed transaction is in the public
     interest[^373] or that the harms outweigh the potential public
     interest benefits.[^374] Some commenters also oppose the proposed
     transaction, arguing that the loss of ALLTEL as a service provider
     will harm the provision of wireless service in rural markets.[^375]
     We disagree. Although, as stated above, we recognize that it is
     difficult to quantify either the magnitude or timeframe for
     accomplishing many of these potential public interest benefits, we
     find that certain of these public interest benefits are likely to
     be realized in the near term because of the proposed transaction.

121. In this section, we will discuss the potential public interest
     benefits specifically proposed by the Applicants as follows. First,
     we discuss the Applicants' assertion that the merger would expand
     Verizon Wireless's wireless footprint.[^376] Second, we consider
     the Applicants' contention that this transaction would result in
     expanded and improved services and features for wireless customers,
     especially in rural areas.[^377] Third, we discuss the argument
     that the combined entity's increased resources would enable Verizon
     Wireless to increase broadband deployment and next generation
     services.[^378] Fourth, we set forth the Applicants' argument that
     the proposed transaction would allow the combined entity to provide
     higher quality service.[^379] Fifth, we discuss the Applicants'
     claim that the combined entity would increase efficiency and
     achieve economies of scale and scope.[^380] Finally, we discuss the
     assertion that the proposed transaction would strengthen Verizon
     Wireless as a competitor in the wireless telecommunications
     marketplace.[^381]

### Increased Wireless Footprint and Network Coverage

122. *License Coverage*. The Applicants state that completion of the
     transaction will expand Verizon Wireless's license footprint into
     all or parts of 54 new CMAs (all of which are RSAs) -- 11 rural
     CMAs[^382] and portions of 43 other RSAs[^383] -- where the company
     currently has no, or lacks complete, cellular or PCS spectrum
     coverage.[^384] Post-transaction, Verizon Wireless's license
     coverage will increase by more than 2.8 million POPs in an area
     covering approximately \[REDACTED\] of the geographic United
     States.[^385] ALLTEL customers will also benefit from an increased
     license footprint of more than 217.3 million POPs covering
     approximately \[REDACTED\] of the U.S. geographic area, including
     expanding the license footprint to 175 more RSAs.[^386] The
     Applicants state that this combined footprint will include
     substantial population coverage in every state, except Alaska, and
     provide subscribers with a consistent look, feel, and quality of
     service.[^387]

123. *Network Coverage.* Beyond the increase in the wireless license
     footprint, the combined entity will achieve an increase in CDMA
     network coverage. Verizon Wireless's total network coverage will
     increase by approximately 19.7 million POPs covering almost
     \[REDACTED\] of the geographic U.S., including 67 RSAs.[^388]
     ALLTEL's customers will benefit from the combined network, which
     will increase ALLTEL's network coverage by approximately 211.5
     million POPs covering an additional \[REDACTED\] of the geographic
     U.S., including an additional 146 RSAs.[^389] The EvDO Rev. A
     network footprint will also increase. Verizon Wireless already has
     deployed EvDO Rev. A throughout its EvDO network,[^390] and
     throughout the vast majority of its CDMA network.[^391] Verizon
     Wireless's EvDO Rev. A footprint will expand only slightly upon
     consummation of the proposed transaction because ALLTEL has
     deployed EvDO Rev. A on a much more limited basis.[^392]
     Post-transaction, Verizon Wireless's EvDO Rev. A coverage will
     increase to include another 1.4 million POPs covering an area of
     almost \[REDACTED\] of the geographic U.S., including an additional
     six RSAs.[^393] ALLTEL's customers will obtain a substantial
     benefit from being able to access Verizon Wireless's EvDO Rev. A
     network, as the merged network will cover an additional
     \[REDACTED\] POPs covering an additional \[REDACTED\] of the
     geographic U.S., including another \[REDACTED\] RSAs.[^394]

124. *Integration of CDMA Networks*. The Applicants and one commenter
     contend that Verizon Wireless will be able to "expeditiously
     integrate" ALLTEL's CDMA network into Verizon Wireless's existing
     operations.[^395] They expect the majority of CDMA network
     integration to be completed within 18 to 24 months after closing
     the transaction.[^396] In the short term (0 to 12 months after
     closing), the Applicants plan to enhance interoperability between
     the two networks which, they maintain, will improve service quality
     for customers of both companies.[^397] The Applicants state that
     longer-term integration work (6 to 24 months after closing) will
     address areas where the companies have overlapping network
     switching and cell sites.[^398] There, the Applicants state, they
     will reconfigure equipment to "maximize efficiency and eliminate
     redundancies."[^399] Specifically, because the overlapping networks
     may have redundant facilities, the Applicants maintain that surplus
     equipment will be redeployed in other areas.[^400] The Applicants
     state that the "combined network can be expected to provide more
     coverage, more capacity and operate more efficiently."[^401]

125. The Applicants enumerate a variety of consumer benefits stemming
     from the seamless coverage that will be provided by the combined
     company's national footprint.[^402] First, they note that services
     that customers enjoy in their home market will be available to them
     as they travel throughout the country.[^403] For example, the
     Applicants explain that both providers currently support all
     voice-related features (*e.g.,* call waiting, caller-id, voicemail)
     for roaming customers, but only a limited set of advanced data
     services (1xRTT data).[^404] Once the companies' networks have been
     integrated, however, the Applicants assert that the combined
     company's customers would enjoy all the features that Verizon
     Wireless currently offers its own customers (*e.g.,* EvDO data
     rates, VCast™, VZNavigator[^405]) anywhere on the combined
     network.[^406] Second, the Applicants note that ALLTEL's and
     Verizon Wireless's prepaid customers will benefit because they will
     no longer have to re-enter their called number when roaming from
     the one network to the other as is currently required by both
     companies' pre-pay platforms.[^407] Finally, the Applicants state
     that seamless coverage will also improve call hand-off between
     service areas and reduce the number of dropped calls.[^408]

126. *GSM Network*. The Applicants also assert that they will continue
     to operate ALLTEL's current GSM network and provide roaming
     services to the customers of other wireless service providers under
     ALLTEL's existing agreements with those providers.[^409] Verizon
     Wireless states that it views ALLTEL's GSM roaming network as a
     successful business and plans to maintain this business "for as
     long as it makes business sense to do so."[^410] Verizon Wireless
     further states that it will maintain the GSM network to at least
     its current level of quality, including any necessary upgrades and
     investments, but has no plans to expand the areas covered by
     ALLTEL's GSM network.[^411]

127. The Rural Telecommunications Group, however, expresses concern over
     Verizon Wireless's unwillingness to extend ALLTEL's GSM service
     into new markets, both markets wholly lacking in GSM coverage and
     those where Verizon Wireless or ALLTEL already has CDMA
     service.[^412] They also raise concerns that Verizon Wireless will
     not upgrade ALLTEL's GSM networks to Universal Mobile
     Telecommunications Service ("UMTS"), the 3G standard for GSM
     networks.[^413] In that event, the Rural Telecommunications Group
     maintains that all GSM operators will face a "dead end" in terms of
     service and coverage area in ALLTEL's GSM network territory.[^414]
     The Rural Telecommunications Group further argues that a decision
     by Verizon Wireless not to upgrade ALLTEL's GSM network to UMTS
     will have the secondary effect of discouraging new market entrants
     (who recently have purchased AWS and 700 MHz spectrum) from
     deploying GSM and UMTS service since they cannot be assured of a
     roaming partner.[^415] The Rural Telecommunications Group,
     MetroPCS, NTELOS, Inc. ("NTELOS"), Leap Wireless, and the Rural
     Cellular Association also ask that the Commission condition our
     approval of the merger on the requirement that Verizon Wireless
     support ALLTEL's GSM networks "at the same technical and operations
     standards as Verizon maintains other network facilities and
     services in the same market" for a period of seven years.[^416]

### Expanded and Improved Services and Features, Particularly in Rural Areas

128. The Applicants, along with numerous commenters, contend that the
     proposed transaction will particularly benefit rural areas
     currently served within ALLTEL's geographic footprint.[^417]
     ALLTEL's current licensed service area includes 265 RSAs and 1,455
     counties that are considered "rural" under the Commission's
     definition*, i.e.,* having a population density of 100 persons or
     fewer per square mile.[^418] The Applicants state that Verizon
     Wireless is committed to deploying cutting-edge, high speed
     wireless broadband technology and services in these areas on a
     faster timetable than is currently planned by ALLTEL.[^419] The
     Rural Telecommunications Group, however, argues that Verizon
     Wireless has a poor record of providing wireless services to rural
     America and has no interest in serving rural areas.[^420] The Rural
     Telecommunications Group further states that Verizon Wireless has
     only committed to upgrade existing services and has not made any
     commitment to expand services to rural America.[^421] The Rural
     Telecommunications Group also asserts that, if Verizon Wireless
     were genuine about serving rural America, it would have provided
     more than vague promises and submitted information regarding its
     plans and timelines for the expansion and upgrade of services in
     rural America.[^422]

129. *EvDO Deployment*. The Applicants assert that the proposed
     transaction will expedite the expansion of EvDO Rev. A technology
     to ALLTEL's customers, including those in rural areas, providing
     these customers with access to a much expanded range of services.
     Currently, ALLTEL offers EvDO Rev. 0 in service areas covering 76
     percent of its POPs. [^423] It offers 1xRTT (with throughput speeds
     over 20 times slower than Verizon Wireless's EvDO Rev. A)
     throughout all of its CDMA service areas, with 1xRTT being the only
     option available to about one quarter of the POPs covered by the
     ALLTEL CDMA network.[^424] ALLTEL also offers the next generation
     of this technology -- EvDO Rev. A -- in approximately \[REDACTED\]
     of its service area.[^425]

130. As noted above, Verizon Wireless employs EvDO Rev. A technology,
     which provides significantly faster throughput speeds, throughout
     the vast majority of its network.[^426] The Applicants indicate
     that Verizon Wireless expects to complete an upgrade of all of
     ALLTEL's EvDO Rev. 0 cell sites to EvDO Rev. A technology within
     one year after the closing date of the proposed transaction.[^427]
     They note that this upgrade will result in \[REDACTED\] RSAs
     (including \[REDACTED\] rural counties) being converted to EvDO Rev
     A., a substantial increase over the \[REDACTED\] RSAs (including
     \[REDACTED\] rural counties) in which ALLTEL has currently deployed
     EvDO Rev. A.[^428]

131. Leap Wireless argues that Verizon Wireless's planned deployment of
     EvDO Rev. A is not a merger-specific benefit because ALLTEL is
     already deploying this technology.[^429] In addition, Leap Wireless
     argues that there will be a loss to consumer welfare in markets
     where both providers had planned to deploy EvDO technology because,
     post-merger, there will be only one provider, not two.[^430] Leap
     Wireless also maintains that the Applicants failed to provide
     evidence of the amount of time that will be saved in the deployment
     of advanced services as a result of the merger, and posits that the
     merger may, in fact, slow deployment of EvDO Rev. A on ALLTEL's
     network.[^431] The Rural Telecommunications Group argues that the
     Applicants' "commitment to expand services to rural America is
     disingenuous."[^432] They contend that the Applicants should have
     "submitted a proposal setting forth \[their\] methodology for
     expansion of services to rural areas along with a plan to upgrade
     services in areas \[they\] already serve\[\]."[^433]

132. The Applicants respond that the merged entity's deployment of EvDO
     Rev. A will be "faster, better, and more extensive\[\] than
     otherwise possible, particularly for rural areas," due to Verizon
     Wireless's technical expertise and experience, as well as its
     greater financial capabilities because of Verizon Wireless's "more
     favorable financial leverage and enhanced credit ratings."[^434]
     The Applicants explain that ALLTEL currently provides about 76
     percent of its covered POPs with EvDO technology, with a plan to
     extend EvDO service to approximately 82 percent of its covered POPs
     by the end of 2008.[^435] The Applicants note, however, that the
     bulk of this coverage employs EvDO Rev. 0, which provides
     substantially slower downlink and uplink speeds than the EvDO Rev.
     A technology that is deployed by Verizon Wireless in much of its
     network.[^436] The Applicants state that ALLTEL has deployed EvDO
     Rev. A to \[REDACTED\] of its total EvDO POPs and \[REDACTED\] of
     its EvDO geographic area, \[REDACTED\].[^437] The Applicants
     further explain that \[REDACTED\].[^438] The Applicants underscore
     that they have committed to convert all of ALLTEL's EvDO Rev. 0
     cell sites to EvDO Rev. A within one year of closing the
     transaction.[^439] Thus, the Applicants state, the transaction will
     result in deployment of EvDO Rev. A in markets where ALLTEL has no
     plans to deploy it.[^440] The Applicants state that this will
     result in an expansion of EvDO Rev. A from \[REDACTED\] to
     \[REDACTED\] of ALLTEL's total licensed POPs and from \[REDACTED\]
     to \[REDACTED\] of its licensed geographic area.[^441] The
     Applicants also explain that Verizon Wireless will expand EvDO Rev.
     A coverage to other cell sites as additional capital is
     available.[^442]

133. *Services*. The Applicants assert that as a result of the proposed
     transaction, ALLTEL's customers will be able to access "the much
     broader range of mobile music, video, television and other
     multimedia services offered by Verizon Wireless," in comparison to
     the "limited" content options currently available to ALLTEL
     subscribers.[^443] The Applicants state that Verizon Wireless's
     third generation network allows its customers to access music,
     games, internet-enabled applications, and full-featured mobile
     video from their wireless devices and laptop computers.[^444]
     ALLTEL's subscribers can access music content through a Music
     Connect product.[^445] Verizon Wireless provides music services
     through VCast™ Music, which the Applicants state is "the world's
     most comprehensive mobile music service."[^446] Verizon Wireless's
     music content service has a direct connection to Rhapsody, which
     allows full track PC downloading, a feature that ALLTEL does not
     offer.[^447] For video content, ALLTEL offers ALLTEL TV and ALLTEL
     TV on Demand.[^448] Verizon Wireless's VCast™ Video offers
     full-motion video clips of news, sports scores and plays, weather,
     games, entertainment, and more, and VCast™ Mobile TV provides
     full-length broadcast-quality television to wireless phones.[^449]
     While ALLTEL TV and ALLTEL TV on Demand have many similar channels
     to VCast™ Video Clips and VCast™ Mobile TV, VCast™ offers several
     channels and content sources, such as ESPN, that ALLTEL does not
     offer.[^450]

134. According to the Applicants, ALLTEL provides navigation (ALLTEL
     Navigation) and Global Positioning System ("GPS") applications to
     its customers.[^451] The Applicants state that Verizon Wireless's
     broadband network enables it to provide GPS services, including
     VZNavigator, which provides vehicle assistance capabilities
     (*e.g.,* maps and turn-by-turn directions), and "Chaperone," which
     gives parents the ability to identify the location of their child's
     phone.[^452] In addition, the Applicants state that Verizon
     Wireless's EvDO Rev. A network enables new mobile emergency and
     safety applications, such as remote patient monitoring and mobile
     robotics.[^453] Although Applicants state that ALLTEL Navigation is
     similar to VZNavigator, they note that following the merger,
     customers will be able to use this service across the combined
     company's service area.[^454] In addition, the Applicants state
     that Verizon Wireless offers several network GPS enhancements that
     ALLTEL does not offer its customers, such as a user plane location
     gateway and privacy manager, which provides a higher level of
     security and the ability to do authentication on the network server
     side.[^455] The Applicants maintain that following consummation of
     the transaction, ALLTEL's subscribers will benefit from having
     access to this much wider range of broadband applications.[^456]

135. *LTE Deployment*. Finally, the Applicants point out that Verizon
     Wireless intends to begin launching LTE in less than two years --
     starting in 2010[^457] -- as compared to ALLTEL's statement that
     its LTE deployment was at least three to five years in the
     future.[^458] The Applicants state that they intend to fully deploy
     LTE on the combined company's CDMA network \[REDACTED\], market
     conditions permitting, which would include all ALLTEL market areas
     and all rural areas covered by the combined company's CDMA
     network.[^459] The Applicants also state that Verizon Wireless
     plans to deploy LTE technology using 700 MHz spectrum recently won
     at auction.[^460] The Applicants indicate that this 700 MHz
     spectrum[^461] will be synergistic with ALLTEL's primarily 800
     MHz-based network and that the proximity of spectrum will
     facilitate extensive build-out of LTE within ALLTEL's service
     areas.[^462] In particular, the Applicants state that the
     deployment of LTE will be more rapid in rural areas
     post-transaction because Verizon Wireless will be able to couple
     its 700 MHz spectrum with ALLTEL's existing infrastructure.[^463]
     Specifically, the Applicants explain that in ALLTEL markets not
     currently covered by Verizon Wireless, Verizon Wireless can use
     existing ALLTEL assets (cells, switching locations, and network
     backhaul/facilities) to rapidly deploy LTE without the delays that
     accompany building facilities from scratch.[^464] The Applicants
     state that ALLTEL has no 700 MHz or greenfield spectrum to
     facilitate LTE deployment and instead had planned to introduce LTE
     technology by clearing narrow slivers of existing spectrum, which
     would have resulted in a slower deployment of the technology.[^465]

### Expanded Roll-Out of Broadband and Next Generation Services

136. The Applicants maintain that the proposed merger will enhance
     Verizon Wireless's ability to deploy broadband and next generation
     services in areas in which the companies' coverage overlaps.[^466]
     Specifically, the Applicants state that the proposed transaction
     would increase Verizon Wireless's spectrum capacity in markets
     where the company already provides service, which will allow
     Verizon Wireless to better support the increasing demand for
     broadband services and applications.[^467] The Applicants point out
     that ALLTEL has network assets -- including both spectrum and radio
     towers -- that can be incorporated into the Verizon Wireless
     network to enhance Verizon Wireless's signal strength in some areas
     and enable better allocation of network resources in others.[^468]
     Even more important, they state, is the fact that the additional
     spectrum held by ALLTEL in particular markets will allow Verizon
     Wireless to deploy new wireless broadband services, and, in other
     areas, to enhance existing capacity.[^469] The Applicants emphasize
     that greater spectrum availability translates into faster broadband
     access.[^470]

### Improvements in Service Quality

137. The Applicants and commenters anticipate that the combined networks
     will bring a number of additional benefits to consumers, including
     improved spectral efficiency,[^471] enhanced service quality and
     reliability,[^472] higher data rates,[^473] and increased ability
     to meet public safety requirements and emergency
     preparedness.[^474] They also contend that this transaction will
     result in a greater choice of wireless devices and service plans
     and improvements in customer service for ALLTEL customers.

138. *Spectral Efficiency*. The Applicants state that improved spectral
     efficiency will be achieved in a variety of ways. First, the
     Applicants explain that deployment of EvDO Rev. A will involve use
     of more efficient modulation schemes, improved data schedulers, and
     improved user handoffs that will provide customers with improved
     upload and download speeds as well as fewer dropped data
     sessions.[^475] Second, they explain that the combined network will
     be able to accommodate more users than the two networks operating
     separately by realizing greater trunking efficiencies.[^476] Third,
     in certain markets, the Applicants expect to achieve spectral
     efficiencies through the elimination of guard bands.[^477] Finally,
     the Applicants state that improved cell site configuration will
     also achieve spectral efficiency.[^478]

139. *Service Reliability*. The Applicants state that the combination of
     the ALLTEL and Verizon Wireless networks "will result in increased
     capacity, broader geographic coverage, and improved coverage in
     existing areas."[^479] As a result, the Applicants state that their
     customers will see "fewer dropped calls, improved connection
     availability and better connection speeds -- improved
     reliability."[^480] The Applicants also state that the combined
     company will be able to improve service reliability by applying
     Verizon Wireless's "industry leading best engineering practices to
     the ALLTEL markets."[^481]

140. *Public Safety*. The Applicants and commenters contend that the
     merger will create benefits for public safety users through better
     emergency preparedness.[^482] Specifically, the Applicants state
     that their deployment of EvDO Rev. A throughout ALLTEL's network
     will provide more first responders with access to advanced wireless
     services and applications such as high capacity downloads,
     location-based applications, and video messaging.[^483] In
     addition, the Applicants note that the additional capacity made
     available through EvDO Rev. A technology will "enhance the
     reliability of the network during heavy use emergency situations"
     as well as "make it easier to provide dedicated channel resources
     to emergency teams."[^484]

141. The Applicants also highlight Verizon Wireless's voluntary
     provision of "Wireless Priority Service" ("WPS") to national
     security and emergency services providers.[^485] The Applicants
     explain that WPS "greatly increases the probability of call
     completion when an authorized user is unable to complete priority
     calls while using their handset."[^486] The Applicants note that
     ALLTEL does not currently provide WPS, but plans to start deploying
     WPS in some of its service areas by the end of the year.[^487] In
     addition, the Applicants state that Verizon Wireless plans to
     deploy WPS throughout the ALLTEL service area following completion
     of the merger.[^488] The Applicants maintain that the extension of
     WPS throughout ALLTEL's markets will bring a valuable public safety
     benefit to those areas.[^489]

142. The Applicants also identify a number of other ways that Verizon
     Wireless prepares for natural disasters and other emergencies. For
     example, the Applicants state that Verizon Wireless has backup
     power sources at all of its switches and the majority of its cell
     site locations.[^490] The Applicants note that Verizon Wireless has
     dozens of Cells on Wheels, Cells on Light Trucks and Generators on
     Trailers that can be moved to areas needing extra network capacity
     in the case of emergencies.[^491] They add that Verizon Wireless
     has pre-arranged fuel delivery to mobile units and generators in
     the event that power is lost for an extended period of time.[^492]
     The Applicants state that Verizon Wireless will extend its
     emergency preparedness measures and resources to all ALLTEL markets
     following the merger.[^493]

143. *Wireless Devices.* The Applicants state that the transfer of
     control of ALLTEL to Verizon Wireless will permit ALLTEL's
     customers to gain access to a broader array of wireless
     devices.[^494] The Applicants highlight Verizon Wireless's ODI
     under which, by the end of 2008, Verizon Wireless's customers will
     be allowed to use any device on Verizon Wireless's network that
     meets the company's published technical standards.[^495] The
     Applicants explain that, through ODI, "anyone can design a device
     to be utilized on the Verizon Wireless network, or any application
     to be used on such devices, as long as the device completes the ODI
     certification process to ensure it meets Verizon Wireless'\[s\]
     published technical specifications."[^496] Verizon Wireless
     anticipates the ODI will result in an innovative array of devices
     and applications to be deployed on its network, including wireless
     phones offered by other CDMA providers and smaller manufacturers
     who do not sell their phones through any service provider, medical
     devices, and gaming consoles.[^497] Numerous commenters also
     anticipate that these new wireless devices and application will, in
     turn, result in the deployment of new, creative services benefiting
     wireless consumers.[^498] Moreover, Verizon Wireless states that it
     plans to have ODI devices running on LTE technology when it is
     launched using Verizon Wireless's 700 MHz spectrum.[^499]

144. In addition, the Applicants note that ALLTEL's customers will be
     able to choose among over 30 models of mobile phones offered by
     Verizon Wireless (as compared to ALLTEL's 15 offerings), including
     the widest variety of Hearing Aid Compatible compliant devices of
     any national service provider, 13 Personal Digital
     Assistants/Smartphones or Blackberry devices (versus nine offered
     by ALLTEL), and eight PC cards (versus four offered by
     ALLTEL).[^500] The Applicants also note that ALLTEL's customers
     will for the first time have access to Verizon Wireless's faster
     speed devices available for use on the merged entity's EvDO Rev. A
     network.[^501]

145. *Service Plans.* The Applicants state that after completion of the
     transfer, ALLTEL's subscribers will be able to choose from an
     increased variety of service plans.[^502] The Applicants indicate
     that, like ALLTEL's offerings, all of Verizon Wireless's bundled
     service plans include unlimited nights and weekends and unlimited
     mobile-to-mobile minutes.[^503] Following consummation of the
     transaction, the Applicants note that the calling base for both
     companies' unlimited mobile-to-mobile minutes will expand to 80
     million subscribers -- an increase of 67 million subscribers for
     ALLTEL's customers and 13 million subscribers for Verizon
     Wireless's customers.[^504] The Applicants contend that ALLTEL's
     customers will also benefit from obtaining access to Verizon
     Wireless's Nationwide and America's Choice plans, which provide
     specified numbers of bundled minutes and no roaming or long
     distance fees for calls on Verizon Wireless's preferred network in
     the United States.[^505] By contrast, the Applicants note that
     ALLTEL currently charges it customers \$0.59 per minute for
     nationwide roaming and \$0.40 per minute for long distance when
     customers are roaming in areas that are not within ALLTEL's
     National Freedom coverage area.[^506] The Applicants state that
     Verizon Wireless also offers the following plans: family/small
     group and shared minute plans for multiple-user households and
     small businesses, business plans for accounts with over 100 lines
     and over 1,000 lines, national pre-paid plans, and unlimited flat
     rate voice plans.[^507]

146. *Customer Service.* The Applicants state that ALLTEL's customers
     will benefit from Verizon Wireless's "award-winning commitment to
     customer care."[^508] The Applicants highlight Verizon Wireless's
     "Welcome Call" program, in which each customer that signs up for or
     changes an existing Verizon Wireless service plan receives a call
     from a Verizon Wireless representative who reviews the plan's
     features and answers any questions the customer may have.[^509] In
     addition, the Applicants state that customers of the combined
     company will have expanded geographic access to customer service
     and support through the combined company's network of retail
     outlets.[^510] The Applicants also note that Verizon Wireless has
     the lowest churn rate of all the major wireless companies.[^511]
     Further, they contend that ALLTEL's customers will also benefit
     from the ability to terminate service during the term of a contract
     with prorated early termination fees.[^512]

### Efficiencies and Economies of Scale and Scope

147. The Applicants maintain that the proposed transaction will result
     in operational synergies with a net present value, after
     integration costs, of approximately \$9 billion (approximately one
     third of the purchase price),[^513] including reductions in (i)
     roaming costs; (ii) network costs (including reduced capital
     expenditures and operating costs); (iii) overhead costs (headcount,
     sales and distribution, customer care); (iv) advertising costs;
     and (v) information technology expenses.[^514] In the second year
     after closing, the Applicants expect these synergies to generate
     incremental cost savings of \$1 billion.[^515] The Applicants
     contend, and some commenters concur, that these anticipated cost
     savings will benefit consumers by providing "incentives \[for the
     merged entity\] to expand output and lower price."[^516]

148. *Roaming Costs.* With regard to roaming, the Applicants contend
     that the savings resulting from each company's roaming traffic
     being brought onto the expanded Verizon Wireless network will be
     substantial.[^517] The Applicants state that both Verizon Wireless
     and ALLTEL are net buyers of roaming services in the United
     States.[^518] The Applicants expect that starting in 2010 and
     beyond, Verizon Wireless will be able to keep more than
     \[REDACTED\] minutes of airtime on the combined entity's network
     that otherwise would have been served by Verizon Wireless's and
     ALLTEL's roaming partners.[^519] The Applicants explain that the
     "ability to keep additional minutes on the merged firm's network
     results in a marginal cost savings because roaming services are
     priced on a per minute basis at a rate that exceeds the incremental
     cost of providing that traffic."[^520] Further, the Applicants
     state that Verizon Wireless will be able to save the costs
     currently incurred by both companies as a result of having to
     administer the companies' roaming agreements.[^521] The Applicants
     argue that the reduction in marginal cost for roaming provides an
     incentive for the combined entity to "reduce prices charged to both
     existing and new customers through lower per minute rates and/or
     expanded 'bundles' of minutes."[^522]

149. *Network Costs.* The Applicants state that the integration of
     ALLTEL's and Verizon Wireless's compatible CDMA networks will
     result in significant cost savings from the elimination of
     redundant cell sites and transport facilities as well as the
     redeployment of some assets for build-out in other areas.[^523] The
     Applicants explain that the merger will result in cost savings for
     expansion of the merged entity's existing cellular/PCS networks as
     well as the planned network deployment using Verizon Wireless's 700
     MHz spectrum.[^524] The Applicants maintain that the combined
     entity will be able to serve the current and projected future
     demand of each company individually at a lower cost than could be
     achieved if the companies operated independently.[^525] The
     Applicants assert that these savings will "increase the merged
     firm's incentive to accelerate and expand the development of new
     equipment and services," such as the deployment of EvDO Rev. A to
     areas served by ALLTEL.[^526]

150. The Applicants expect that the combined company's increased scale
     will provide significant volume purchasing opportunities.[^527]
     Based on past experience, the Applicants expect lower equipment
     prices by \[REDACTED\] as compared to the level that the Applicants
     would expect to pay on a standalone basis.[^528] In addition, the
     Applicants expect the merged entity will reduce capital
     expenditures by \[REDACTED\] between 2011 and 2014 and by
     \[REDACTED\] in later years as compared to expected costs of the
     companies individually.[^529] In total, the Applicants project that
     the merger-related reduction in capital expenditures has an
     after-tax present value of \[REDACTED\], net of integration
     costs.[^530]

151. The Applicants explain that the merger will significantly reduce
     network operating expenses due to a decrease in the number of
     dedicated circuits used to transport traffic on the network.[^531]
     Specifically, the Applicants state that a reduction in the total
     number of cell sites will reduce the number of transport circuits
     required.[^532] Moreover, the Applicants explain that the larger
     customer base will permit greater use of more cost-effective DS-3
     circuits, which have higher capacity and lower cost per unit than
     DS-1 circuits.[^533] The Applicants expect further cost savings
     from lower cell site-related rent and lease expenses, as well as
     reduced headcount expenses (*e.g.,* network engineers and
     technicians).[^534] In sum, the Applicants expect that the net
     present value of savings achieved in network operations expenditure
     reductions is approximately \[REDACTED\].[^535]

152. *Overhead Costs.* Following the merger, the Applicants expect to
     significantly reduce overhead costs in accounting, finance, and
     legal expenses. Specifically, the Applicants expect to reduce
     headcount by over \[REDACTED\] in 2009 and by over \[REDACTED\] by
     2012.[^536] The Applicants anticipate that these reductions in
     headcount will result in cost savings with a net present value of
     \[REDACTED\]**,** after accounting for integration costs.[^537] The
     Applicants also anticipate closing duplicative retail stores and
     reducing the need for new retail outlets by each firm in areas
     where network expansions are planned.[^538] The Applicants estimate
     that these distribution cost savings have a net present value of
     \[REDACTED\] with related headcount savings of \[REDACTED\].[^539]
     In addition, the Applicants explain that following the merger,
     consolidation of the combined entity's customer care functions will
     realize headcount and overhead savings of approximately
     \[REDACTED\] in net present value.[^540]

153. *Advertising Costs.* The Applicants state that as a result of the
     integration of the ALLTEL and Verizon Wireless customer bases, the
     advertising and administrative costs associated with servicing
     customers will be reduced.[^541] For example, the Applicants state
     that savings will result from absorbing ALLTEL's advertising
     expenses into Verizon Wireless's existing nationwide advertising
     campaigns.[^542] Overall, the Applicants expect the after-tax,
     present value of advertising-related cost savings to be
     \[REDACTED\].[^543]

154. *Information Technology Expenses.* The Applicants also expect to
     realize savings from integrating ALLTEL's billing system into
     Verizon Wireless's billing system.[^544] Because Verizon Wireless
     estimates that ALLTEL's information technology expenses are higher
     than Verizon Wireless's on a per subscriber basis, once common
     technology platforms are implemented post-merger, the Applicants
     expect ALLTEL's technology expenses related to customer service,
     billing, and retail functions to drop by \[REDACTED\] per
     subscriber per month by 2010.[^545] In total, the Applicants
     estimate the present value of information technology savings to be
     \[REDACTED\].[^546]

### Strengthened Competition

155. The Applicants state, and some commenters agree, that the proposed
     transaction "will create a stronger and more efficient wireless
     competitor with greater coverage in an industry where national
     coverage has proven to be paramount in attracting customers and
     driving competition."[^547] The Applicants assert that the
     introduction of a new national provider of wireless services in
     ALLTEL service areas not currently served by Verizon Wireless will
     provide consumers with enhanced access to equipment and service,
     including Verizon Wireless's broad variety of data services and
     content offerings.[^548] They argue that this broadening of
     consumer choice will place greater competitive pressure on existing
     service providers in the relevant markets, which will ultimately
     encourage better quality of service, more choice in services,
     applications, rate plans, and wireless devices, and lower prices
     across all service providers.[^549] The Applicants also contend
     that the combined company will make Verizon Wireless a more
     vigorous national competitor in the provision of wireless broadband
     services among existing national service providers (AT&T Mobility,
     Sprint Nextel, and T-Mobile) as well as future national wireless
     broadband service providers (Sprint Nextel/Clearwire).[^550]

## Conclusion

156. While we find that this transaction is likely to result in
     transaction-specific public interest benefits, 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.

# Divestiture of Markets 

157. Using the analytical standards outlined above and in light of
     Verizon Wireless's voluntary commitment to divest operating units
     in 100 markets, as discussed above,[^551] we find that the
     Applicants' proposed transaction is unlikely to pose significant
     competitive harm in most markets. To ensure that any potential
     harms posed by this transaction will be outweighed by the proposed
     transaction's alleged public interest benefits, we hereby condition
     our consent to the proposed transaction on Verizon Wireless's
     commitment to divest these markets and the divestiture of five
     additional markets discussed herein. Thus, with the conditions that
     we adopt in this Memorandum Opinion and Order and Declaratory
     Ruling, and assuming the Applicants' compliance with these
     conditions, we find that the Applicants have demonstrated that the
     proposed transfer of licenses, spectrum leasing arrangements, and
     authorizations would serve the public interest, convenience, and
     necessity.

158. Moreover, we find that the operating unit divestitures described
     herein resolve the transaction-specific competitive harms raised by
     commenters in the record.[^552] As discussed below,[^553] we will
     impose additional conditions designed to ensure that the proposed
     transaction is in the public interest by remedying additional harms
     which may occur as a result of the proposed transaction.[^554]

## Operating Unit Divestitures

159. We found above that the proposed transaction would be likely to
     cause significant competitive harm in five geographic markets.
     Specifically, our analysis indicated that, in those markets, there
     would not be an adequate number of competing service providers
     remaining after the transaction with sufficient network and
     spectrum assets to deter anticompetitive behavior by the merged
     entity. To address these concerns, we will require the Applicants
     to divest all licenses, spectrum leasing arrangements, and
     authorizations and related operational and network assets, which
     shall include certain employees, retail sites, subscribers,
     customers, all fixed assets, goodwill, and all spectrum associated
     therewith and any other assets, tangible or intangible, used by the
     Applicants in the operation of the mobile telecommunications
     services to be divested (together, the "Divestiture Assets"), of
     either Verizon Wireless or ALLTEL, in certain markets. Thus, as in
     the *Verizon Wireless-RCC Order*, *AT&T-Dobson Order*, and the
     *Cingular-AT&T Wireless Order*, we will here require the
     divestiture of all spectrum -- including PCS, AWS-1, and cellular
     spectrum -- associated with the Verizon Wireless or ALLTEL business
     unit being divested, and not just the business unit's cellular
     spectrum.[^555] Specifically, we condition this grant of authority
     to transfer control of licenses, authorizations, and spectrum
     manager leasing arrangements held by the ALLTEL Subsidiaries and
     Partnerships to Verizon Wireless on the divestiture of the
     Divestiture Assets in the five markets listed below.

  --------------------------- -------------------------------------------
  **Market**                  **Market Name**

  CMA181                      Muskegon, MI

  CMA427                      Iowa 16-Lyon

  CMA476                      Michigan 5-Manistee

  CMA478                      Michigan 7-Newaygo

  CMA650                      Tennessee 8-Johnson
  --------------------------- -------------------------------------------

Further, to ensure that the proposed transaction does not result in
competitive harm and is in the public interest, we condition this grant
of authority to transfer control of licenses, authorizations, and
spectrum manager leasing arrangements to Verizon Wireless on the
completion of the divestiture of the Divestiture Assets in the 100
markets that Verizon Wireless has voluntarily committed to divest.[^556]

160. A number of commenters request that the Commission further
     condition any divestitures it may require of the Applicants by
     dictating how and to whom the divested spectrum be divested,
     specifically urging the Commission to take steps to ensure that
     regional, local, or new wireless providers have an opportunity to
     acquire the divested assets.[^557] For example, some commenters
     request that the Applicants be prohibited from divesting any
     licenses to another nationwide wireless provider.[^558] Instead,
     some commenters maintain that the Applicants should be required to
     divest to "rural and mid-tier carriers who would be in the best
     position to offer roaming services to others."[^559] MetroPCS and
     NTELOS also seek to ensure that the Applicants are prohibited from
     divesting assets to "purely financial investors" unless those
     investors are required to hold and operate the assets for a minimum
     of five years.[^560] Other commenters request that divestitures be
     made in small geographic areas to afford rural service providers an
     opportunity to acquire licenses in and around their service
     areas.[^561] While others request that divestitures not be limited
     to "small, low population density area, but \[should\] include
     adjoining population centers that would allow the purchaser to
     offer a viable service."[^562] Chatham further seeks to require a
     "right of first negotiation for the acquisition of \[divested\]
     businesses or assets to companies owned or controlled by members of
     minority or socially disadvantaged groups."[^563] The Oglala Sioux
     Tribe of the Pine Ridge Indian Reservation (the "Tribe") in South
     Dakota seeks the Commission's assistance "in securing \[ALLTEL's\]
     spectrum and assets on the Reservation to be divested by
     Verizon."[^564] The Tribe explains that it would then "assume
     responsibility for the provision of telecommunications services on
     the Reservation" using, among other things, the divested spectrum
     and assets.[^565]

161. Several commenters also suggested that specific technology should
     be divested. MetroPCS and NTELOS ask that the Commission require
     the divestitures of CDMA technology and that CDMA carriers be
     considered priority purchasers in markets in which the merged
     entity will own both CDMA and GSM assets.[^566] Leap Wireless asks
     that the Commission require the merged entity to divest any markets
     in which CDMA roaming competitors will decrease from three to two
     or from two to one.[^567] The Rural Telecommunications Group argues
     that the merged entity should divest to a competitor offering GSM
     service either the entire ALLTEL GSM network, or the portion of the
     network in markets with no GSM competitor, along with sufficient
     spectrum in the cellular and PCS bands on which to operate that
     network.[^568] Palmetto also requests that the Applicants be
     required to divest their GSM operations.[^569]

162. We decline to place any conditions on the sale of the Divestiture
     Assets based on (1) the size, ownership structure, or business plan
     of the acquirer, or (2) the size of the geographic areas that the
     Divestiture Areas can be sold to an acquirer. We remind the
     commenters that the qualifications of the entity(ies) acquiring the
     Divestiture Assets and whether the specific transaction is in the
     public interest will be evaluated when an application is filed
     seeking the Commission's consent to the transfer or assignment of
     the Divestiture Assets. We also decline to dictate which network(s)
     (*i.e.,* CDMA and/or GSM network) will be divested by the
     Applicants.[^570] We require that the entire operating unit of
     either Verizon Wireless or ALLTEL be divested in the markets in
     which we have found that the proposed transaction is likely to
     result in competitive harm and in the 100 markets that Verizon has
     voluntarily agreed to divest. We find that this is sufficient to
     ensure that competition will be preserved and promoted in these
     markets. Further, we note that, to provide greater assurance that
     the buyer will be an effective competitor, DOJ is requiring that
     certain groups of CMAs be divested to a single purchaser.[^571]
     Although we decline to impose specific conditions regarding the
     potential acquirers of and methods for selling the Divestiture
     Assets, we encourage Verizon Wireless to consider and implement
     mechanisms to assist regional, local, and rural wireless providers,
     new entrants, small businesses, and businesses owned by minorities
     or socially disadvantaged groups in acquiring the Divestiture
     Assets and/or accessing spectrum, to the extent possible.

## Operation of Divestitures

163. Disposal of the Divestiture Assets in the five geographic markets
     in which competitive harm is likely and the 100 markets that
     Verizon Wireless has voluntarily committed to divest will be
     accomplished in the following way. A Management Trustee shall be
     appointed to serve as manager and operator 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, Verizon
     Wireless 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 processes with respect to license transfers and assignments and
     the terms of the agreements to be contained in any preservation of
     assets stipulation, proposed final judgment, or other document or
     agreement that may be entered into between the Applicants and DOJ.

164. To the extent the Applicants file applications to enter into
     short-term *de facto* transfer spectrum leases in order to transfer
     certain Divestiture Assets into the trust with the Management
     Trustee, these applications must include a request to approve the
     identity of the Management Trustee and the terms of the trust
     agreement ("Management Trustee Agreement").[^572] 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 must include 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 run the businesses carried
     on in those CMAs and to permit expeditious divestiture.[^573] The
     Management Trustee will serve at the cost and expense of the
     Applicants.[^574]

165. From the date of release of this Memorandum Opinion and Order and
     Declaratory Ruling, 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 any DOJ preservation of
     assets stipulation or any other document or agreement. We also
     require that, to the extent any DOJ preservation of assets
     stipulation or Management Trustee Agreement or other document or
     agreement requires the Applicants or the Management Trustee to
     provide DOJ with any reports, affidavits, notifications, or
     statements of compliance or requires that the Applicants seek any
     approvals from DOJ, the Applicants will also provide such reports,
     affidavits, notifications, and statements to, and seek such
     approvals from, the Commission.

166. The Applicants will be allowed 120 days from the closing of their
     transaction or five days after notice of entry of any Final
     Judgment, whichever is later (the "Management Period"), to divest
     the Divestiture Assets prior to the second stage of the divestiture
     procedures becoming operative. Upon application by the Applicants
     to the Bureau, the Bureau may grant one or more extensions of the
     Management Period, not to exceed 60 days in the aggregate, to allow
     the Applicants further time to dispose of the Divestiture
     Assets.[^575]

167. 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[^576] 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.[^577] 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.

168. 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.

169. Subject to our regulatory powers and processes, to the extent that
     any of the Divestiture Assets are included within any DOJ
     preservation of assets stipulation, DOJ proposed final judgment or
     any other document or agreement, we will allow the Applicants to
     proceed to divest such assets in accordance with the terms of the
     provisions of 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.

170. To the extent that this Memorandum Opinion and Order and
     Declaratory Ruling conflicts with any document or agreement among
     DOJ, the Applicants, the Management Trustee, and the Divestiture
     Trustee, the Applicants must nonetheless comply with the terms of
     this Order.

# Other Issues 

## Roaming

171. *Background*. Roaming occurs when the subscriber of one CMRS
     provider travels beyond the service area of that provider and uses
     the facilities of another CMRS provider to place an outgoing call,
     to receive an incoming call, or to continue an in-progress
     call.[^578] Subscribers can roam manually by providing a credit
     card number to the host carrier, while automatic roaming allows
     mobile telephone subscribers to place calls while roaming as they
     do in their home coverage area, by simply entering a phone number
     and pressing "send."

172. In the *Roaming Report and Order*,[^579] the Commission determined
     that the automatic roaming obligation applies to real-time, two-way
     switched voice or data services that are interconnected with the
     public switched network and utilize an in-network switching
     facility that enables providers to reuse frequencies and accomplish
     seamless hand-offs of subscriber calls.[^580] The Commission
     declined to extend the scope of the automatic roaming services
     definition to include non-interconnected services provided over
     enhanced digital networks, such as wireless broadband Internet
     access.[^581] The Commission determined that automatic roaming, as
     a common carrier obligation, does not extend to services that are
     classified as information services or to other wireless services
     that are not CMRS.[^582] Additionally, the Commission determined
     that when "a reasonable request is made by a technologically
     compatible \[CMRS\] carrier, a host \[CMRS\] carrier must provide
     automatic roaming to the requesting carrier outside of the
     requesting carrier's home market . . ."[^583] on reasonable and
     non-discriminatory terms and conditions.[^584] The Commission also
     stated that if a carrier makes a reasonable request for automatic
     roaming, "then the would-be host carrier cannot refuse to negotiate
     an automatic roaming agreement with the requesting carrier."[^585]
     The Commission also found that it would serve the public interest
     to extend automatic roaming obligations to push-to-talk and Short
     Message Services (SMS), but declined to adopt a rule extending the
     automatic roaming obligation beyond that to offerings such as
     non-interconnected services or features.[^586] Nevertheless, in the
     *Roaming Further Notice*, the Commission sought comment on whether
     it should extend the automatic roaming obligation to
     non-interconnected services or features, including services that
     have been classified as information services, such as wireless
     broadband Internet access service, or other non-CMRS services
     offered by CMRS carriers.[^587] The Commission also maintained its
     existing manual roaming requirement, which imposes on CMRS
     providers the obligation to permit customers of other service
     providers to roam manually on their networks.[^588] The provision
     of roaming is subject to the requirements of sections 201, 202, and
     208 of the Communications Act.[^589]

173. Verizon Wireless states that it will honor ALLTEL's existing GSM
     and CDMA roaming contracts with other carriers.[^590] Verizon
     Wireless voluntarily commits to provide regional, small, or and/or
     rural carriers that currently are roaming partners with ALLTEL the
     option of continuing their existing agreements. Verizon Wireless
     also commits to provide regional, small, and/or rural carriers that
     have preexisting roaming contracts with both Verizon Wireless and
     ALLTEL the choice of which contract will govern the ongoing roaming
     relationship.[^591]

174. Several commenters request that the Commission impose conditions on
     this transaction that go beyond these commitments, such as
     providing roaming to any requesting party at reasonable
     rates,[^592] the adoption of an expedited process for resolving
     roaming disputes,[^593] the provision of automatic roaming in
     carriers' home markets,[^594] and the provision of automatic data
     roaming at reasonable rates.[^595] Some commenters also argue that
     the Commission should impose a condition on Verizon Wireless to
     "make its roaming agreements available to Requesting Carriers upon
     request," similar to most favored nation treatment currently
     required only for interconnection agreements.[^596] Recently,
     several parties have also submitted *ex parte* filings on requested
     conditions.[^597]

175. Verizon Wireless first indicated that it would honor the rates in
     ALLTEL's existing roaming agreements with regional, small, and/or
     rural carriers for the term of the agreement or for two years from
     the closing date of the transaction, whichever is later.[^598] In a
     more recent filing, Verizon Wireless volunteers to double the term
     of its commitment from two years to four years. Accordingly, it
     commits to honor the rates in ALLTEL's existing roaming agreements
     with each carrier for the full term of the agreement or for four
     years from the closing date, whichever occurs later.[^599] The
     Applicants contend that any additional roaming issues are not
     transaction-specific and that either retail-level competitive
     markets will ensure that the merged entity will maintain reasonable
     roaming rates or potential roaming partners can use the Section 208
     process. [^600] The Applicants add that the Commission lacks
     authority under the Communications Act to impose a data-roaming
     obligation because data roaming is an information service and, in
     any event, the Commission should not impose data roaming
     restrictions on the merged entity different from those imposed on
     the rest of the industry.[^601] They also point out that GSM and
     CDMA roaming opportunities will continue to exist after the
     transaction because Verizon Wireless plans to operate ALLTEL's GSM
     network indefinitely and that other opportunities will increase as
     the industry begins using LTE, reducing the importance of
     air-interface.[^602] Verizon Wireless also claims that the
     transaction will allow both companies' customers to benefit from
     access to the same set of features -- including advanced data
     services -- while roaming on each others' networks that they access
     in their home markets.[^603]

176. Commenters respond that the Commission does have authority to
     regulate data roaming because data services are often bundled with
     voice services,[^604] that their proposed conditions for the
     transaction are narrowly tailored for this transaction, and that
     these issues will not be addressed in the roaming proceeding.[^605]
     Commenters add that if the roaming issues can be resolved only
     through a separate rulemaking, as the Applicants suggest, then the
     Commission should postpone any action on this transaction until the
     roaming proceeding has been resolved.[^606] Commenters also contend
     that, contrary to the Applicants' assertions, a separate market for
     wholesale roaming does exist and has been recognized by the
     Commission.[^607] Commenters further request that Verizon Wireless
     make clear that their roaming commitment apply to all terms of
     ALLTEL's existing contracts -- not just the rates[^608] -- and that
     Verizon Wireless's commitments be extended for up to ten
     years.[^609] With regard to Verizon Wireless's plans to continue
     operating ALLTEL's GSM network, the Rural Telecommunications Group
     asserts that these plans are inadequate because Verizon Wireless
     will not extend the network geographically or upgrade the network
     to 3G and because, in many markets, no other GSM network is
     currently built out.[^610]

177. Additionally, commenters raise the issue of
     "interoperability"---which the Rural Cellular Association describes
     as the ability for one network to seamlessly transfer calls in
     progress to another network when a caller begins roaming---arguing
     that automatic roaming alone is not sufficient without
     interoperability.[^611] In response, the Applicants argue that the
     Commission cannot impose interoperability because the Rural
     Cellular Association failed to adequately define that
     concept.[^612] Finally, North Dakota Network Co. argues that
     Verizon Wireless is not qualified to take control of ALLTEL
     spectrum licenses because Verizon Wireless has not lived up to its
     CMRS obligations by negotiating for roaming services in good
     faith.[^613] Verizon Wireless denies North Dakota Network Co.'s
     allegations that Verizon Wireless has not acted in good faith in
     negotiating their roaming contracts and argues that this proceeding
     is not the appropriate venue to resolve such an issue.[^614]

178. *Discussion.* We condition our approval of this transaction on
     Verizon Wireless's commitment to honor ALLTEL's existing agreements
     with other carriers to provide roaming on ALLTEL's CDMA and GSM
     networks.[^615] We additionally condition our approval on the
     option Verizon Wireless voluntarily offers to each regional, small,
     and/or rural carrier that has a roaming agreement with ALLTEL to
     keep the rates set forth in that roaming agreement in force for the
     full term of the agreement, notwithstanding any change of control
     or termination for convenience provisions that would give Verizon
     Wireless the right to accelerate the termination of such
     agreement.[^616] We also condition our approval on each such
     regional, small, and/or rural carrier that currently has roaming
     agreements with both ALLTEL and Verizon Wireless having the option
     to select either agreement to govern all roaming traffic between it
     and post-merger Verizon Wireless.[^617] We further condition our
     approval on Verizon Wireless's commitment that it will not adjust
     upward the rates set forth in ALLTEL's existing agreements with
     each regional, small and/or rural carrier for the full term of the
     agreement or for four years from the closing date, which ever
     occurs later.[^618] We remind carriers that roaming is a common
     carrier service subject to the protections afforded by Sections
     201, 202, and 208 of the Communications Act.[^619] When a CMRS
     carrier receives a reasonable request for roaming, pursuant to
     Sections 201 and 202, that carrier is required to provide roaming
     on reasonable and non-discriminatory terms and conditions.[^620] If
     a requesting carrier believes that particular acts or practices
     relating to roaming are unjust and unreasonable,[^621] it may file
     a complaint with the Commission pursuant to Section 208.[^622]

179. With regard to any additional roaming concerns raised in the record
     or in the e*x parte* letter filed by MetroPCS and other
     commenters,[^623] as discussed elsewhere in this Memorandum Opinion
     and Order and Declaratory Ruling, we find that the package of
     divestitures on which we are conditioning our approval of this
     transaction, along with the roaming conditions described above,
     sufficient to prevent the significant competitive harm that this
     transaction would likely cause in certain geographic markets. Based
     on this finding that the divestitures, as well as Verizon
     Wireless's roaming related commitments, will protect competition at
     the retail level in those geographic markets, we conclude that this
     transaction will not alter competitive market conditions to harm
     consumers of mobile telephony/broadband services. We note that our
     conclusion here is consistent with the Commission's prior findings
     that competition in the retail market is sufficient to protect
     consumers against potential harm arising from intercarrier roaming
     arrangements and practices.[^624] Accordingly, we decline to
     condition our approval of the transaction on any additional special
     requirements relating to roaming rates or arrangements, including a
     requirement to maintain ALLTEL's GSM network for a specified period
     of time.

180. Furthermore, the commenters have failed to demonstrate that the
     transaction will cause the potential harms they purportedly seek to
     remedy. We note that the Commission has held that it will impose
     conditions only to remedy harms that arise from the transaction
     (*i.e.*, transaction-specific harms) and that are related to the
     Commission's responsibilities under the Communications Act and
     related statutes.[^625] We will address the concerns about roaming
     raised in the record of this transaction in other, more
     appropriate, proceedings.[^626] We also are considering, in the
     context of the *Roaming Further Notice*, whether to extend the
     automatic roaming obligation to non-interconnected services or
     features, including services that have been classified as
     information services.[^627] Any decisions reached or rules adopted
     in either of those roaming proceedings will apply with equal force
     to Verizon Wireless.

181. The Consumers Union also argues that the transaction could lead to
     increases in text messaging prices.[^628] We find that the package
     of divestitures on which we are conditioning our approval of this
     transaction sufficient to prevent the significant competitive harm
     that this transaction would likely cause in certain geographic
     markets. As noted elsewhere in this order, based on our finding
     that the divestitures will protect competition at the retail level
     in those geographic markets, we conclude that this transaction will
     not alter competitive market conditions to harm consumers of mobile
     telephony/ broadband services and, therefore, will not lead to
     price increases for services, including text messaging.

## Handset Availability and Exclusive Handset Agreements

182. Several commenters express concern that the transaction will result
     in a large increase in the merged entity's alleged monopsony power
     to purchase handsets and the disparity in purchasing power between
     the merged entity and smaller wireless providers will allow the
     merged entity to demand exclusive arrangements for handsets that
     prevent smaller and rural wireless providers from providing those
     handsets for use on their networks.[^629] Commenters argue that
     exclusive contracts for handsets are not in the public interest
     because without these arrangements, manufacturers have incentives
     to offer a broad range of devices to consumers rather than forcing
     consumers to sign with the network with their desired device.[^630]
     Cellular South also argues that rural wireless providers' access to
     handsets may be hurt by the transaction because those wireless
     providers often use "generic" handset software designed for ALLTEL;
     Cellular South questions whether after the transaction handset
     manufacturers will have sufficient incentives to design generic
     software for rural wireless providers.[^631] Commenters contend
     that the Commission has authority over the handset contracts under
     it broad authority to protect consumers from anti-competitive
     behavior and should exercise its authority by conditioning approval
     of the transaction on Verizon Wireless waiving any exclusivity
     agreements with handset manufacturers.[^632] PISC also asserts that
     the loss of a major national wireless provider will mean fewer
     buyers for phone manufacturers, and an increased ability for those
     buyers to dictate "take it or leave it" terms to potential vendors,
     which may result in even fewer choices for subscribers across the
     entire wireless industry.[^633] Several commenters note that the
     Rural Cellular Association recently filed a petition for a
     rulemaking addressing situations in which wireless providers
     negotiate with manufacturers to be the exclusive distributor of
     certain handsets.[^634]

183. The Applicants assert that, because of Verizon Wireless's large
     economies of scale, enhanced access to capital, and advanced
     technological software capabilities, ALLTEL's customers will gain
     access to a wider variety of handsets.[^635] Specifically, the
     Applicants assert that ALLTEL's customers currently have access to
     only fifteen models of phones, nine personal digital assistants
     ("PDAs")/Smartphones or Blackberry devices, and four PC
     cards,[^636] while Verizon Wireless's customers have access to 30
     models of phones, thirteen PDAs/Smartphones or Blackberry devices,
     and 8 PC cards.[^637] The Applicants points out that Verizon
     Wireless's phones include devices that take advantage of the faster
     speeds on the EvDO Rev. A network.[^638] The Applicants contend
     that, to the extent they use any contracts with manufacturers for
     exclusive access to certain handsets,[^639] these contracts are
     beneficial for the public because they allow wireless providers to
     differentiate themselves and because, without them, handset
     manufacturers have no incentive to create new devices.[^640]

184. The Applicants further argue that the Commission lacks authority
     under the Communications Act to impose conditions on handset
     contracts because these agreements are not agreements for the
     provision of communications or common carrier services.[^641] The
     Applicants also assert that the proposed conditions -- namely,
     preventing the merged entity from entering exclusive contracts with
     handset manufacturers -- are not merger specific and will not
     prevent other wireless providers from entering exclusive
     agreements.[^642] The Applicants contend the commenters' desired
     goal of achieving "generic" phones available to all wireless
     providers is not possible because of technical differences between
     networks.[^643] The Applicants therefore propose that rural
     wireless providers can address many of the issues they present by
     banding together, increasing their purchasing power and their
     ability to enter exclusivity arrangements of their own.[^644]

185. *Discussion.* We find that the commenters' proposed conditions
     prohibiting exclusive handset contracts are not narrowly tailored
     to prevent a transaction-specific harm and are more appropriate for
     a rulemaking proceeding where all interested parties have an
     opportunity to file comments. As noted above, the Rural Carriers
     Association has filed a petition asking the Commission to review
     exclusive handset agreements on an industry-wide basis. [^645] The
     harms alleged by the commenters in the proceeding are more
     appropriately addressed in that general proceeding. We therefore
     decline to condition the transaction on such a condition.

## Open Development Initiative (ODI)

186. PISC raises concerns regarding the merged entity's network openness
     and argues the transaction will provide Verizon Wireless
     unprecedented power over the equipment and application markets that
     the Commission must remedy.[^646] It therefore urges the Commission
     to condition its approval of the transaction on requirements
     similar to those governing the development of the C Block from the
     700 MHz auction to all its systems, including those acquired from
     ALLTEL.[^647] PISC also suggests that the Commission mandate that
     Verizon Wireless extend ODI -- Verizon Wireless's program in which
     it allows anyone to design devices or applications for Verizon
     Wireless's network so long as the device completes a certification
     process to ensure it meets certain technical specifications[^648]
     -- to all its services and that Verizon Wireless tie ODI to
     specific benchmarks.[^649]

187. The Applicants respond that Verizon Wireless intends to comply with
     the requirements for the 700 MHz C Block, but that the Commission
     has already rejected requests to expand C Block requirements on
     other spectrum bands.[^650] Moreover, the Applicants argue,
     expanding the C Block's requirements to this transaction would
     undermine the Commission's preference for relying on market forces
     to foster competition,[^651] and, in any event, the industry is
     already moving towards more open platforms.[^652] The Applicants
     also point out that ODI is a separate, voluntary program that will
     benefit ALLTEL customers[^653] and is unrelated to the rules
     relating to the C Block.[^654] In its reply to our Information
     Request, Verizon Wireless explains that it plans to have devices
     designed under ODI run on the LTE platform in the 700 MHz spectrum
     band, thus increasing speeds and data throughput.[^655]

188. *Discussion*. We do not believe that PISC has demonstrated that
     this transaction will cause the potential harms it seeks to remedy.
     Nothing in the record demonstrates that this transaction will harm
     consumers by making Verizon Wireless's network either more or less
     open. Moreover, ODI is a program that Verizon Wireless created
     voluntarily and is not affected by the transaction. We therefore
     decline to require Verizon Wireless to extend its existing ODI
     program to other services or to tie our approval of the transaction
     to benchmarks for the development of ODI. With regard to the open
     platform requirements set out for the C Block, we concluded in the
     *700 MHz Second Report and Order* that the 700 MHz auction was "an
     important opportunity to apply requirements for open platforms for
     devices and applications for the benefit of consumers," but we also
     stated our desire to avoid "unduly burdening existing services and
     markets."[^656] PISC's suggestion that we extend these conditions
     to all of Verizon Wireless's spectrum holdings is not
     merger-specific and could undermine our goal of not unduly
     burdening existing services and markets.

## Network Openness

189. The Applicants assert that the transaction will benefit rural
     customers by deploying high-speed wireless broadband technology to
     rural areas, many of which do not currently have access to this
     technology.[^657] They contend that Verizon Wireless's use of EvDO
     Rev. A technology will allow ALLTEL customers in rural areas to
     download files by up to twenty times faster than customers of other
     wireless providers.[^658] They also claim that the transaction will
     allow the merged entity to deploy LTE technology more quickly than
     ALLTEL could in rural areas.[^659]

190. PISC suggests that, because extending mobile broadband services to
     ALLTEL customers is one of the Applicants' claimed public interest
     benefits of the transaction, the Commission should extend the
     principles in the Commission's *Internet Policy Statement*[^660] to
     wireless broadband services.[^661] PISC contends that the
     Commission should impose the principles in the *Internet Policy
     Statement* in this proceeding because they allow a granular
     examination of the relevant marketplace.[^662] The Applicants
     respond that PISC's request for a "neutrality" requirement in this
     transaction, but not in the Sprint Nextel-Clearwire proceeding,
     demonstrates an attempt to manipulate the transaction process to
     hamper certain wireless providers in favor of its more preferred
     competitors.[^663] The Applicants' further argue that "Network
     Neutrality" conditions are not specific to this transaction and
     that the *Internet Policy Statement* has never been---and should
     not be---applied to wireless broadband.[^664] Finally, the
     Applicants argue that the concerns raised by PISC are more
     appropriately addressed in a rulemaking proceeding because
     otherwise, the merged entity will be unfairly constrained as
     opposed to the rest of the market.[^665]

191. *Discussion.* We decline to impose the broader conditions as
     requested by PISC. In previous cases where compliance with the
     *Internet Policy Statement* was made a condition for approval of a
     transaction, the transactions involved service providers who had
     voluntarily agreed to the condition in question.[^666] In this
     instance, we see no benefit associated with making compliance with
     the *Internet Policy Statement* a condition of approval of this
     transaction and PISC fails to cite any precedent for such a
     potentially sweeping review requirement.

## Universal Service Support

192. The Federal-State Joint Board on Universal Service ("Joint Board")
     and the Commission have each recognized and addressed the need to
     control the explosive growth in high-cost universal service support
     disbursements to competitive ETCs.[^667] Based on the
     recommendations of the Joint Board, on May 1, 2008, the Commission
     adopted an interim, emergency cap on the amount of high-cost
     support that competitive ETCs may receive.[^668] Specifically, as
     of August 1, 2008, total annual high-cost competitive ETC support
     for each state is capped at the level of support that competitive
     ETCs in that state were eligible to receive during March 2008 on an
     annualized basis.[^669] The Commission also adopted two limited
     exceptions from the specific application of the interim cap.[^670]
     First, a competitive ETC will not be subject to the interim cap to
     the extent it files cost data demonstrating that its costs meet the
     support threshold in the same manner as the incumbent local
     exchange carrier.[^671] Second, the Commission adopted a limited
     exception to competitive ETCs serving tribal lands or Alaska Native
     regions.[^672] The interim cap will remain in place only until the
     Commission adopts comprehensive high-cost universal service reform,
     which is currently being considered in a pending rulemaking.[^673]

193. *Record*. Some commenters argue that the Commission should require
     Verizon Wireless, as a condition of the Commission's consent to the
     applications, to demonstrate costs of providing universal service
     on a state-by state basis to receive high-cost support,[^674] or to
     forgo it entirely.[^675] They claim that such a condition is
     appropriate in light of the fact that the largest portion of
     competitive ETC high-cost universal service support is received by
     ALLTEL,[^676] and also by the Applicants' estimate of \$10 billion
     in savings from the current transaction.[^677] They further argue
     that Verizon Wireless, as the largest wireless provider with almost
     \$100 billion in annual revenues, is not in need of federal
     subsidies to serve low-density, high-cost markets.[^678]

194. The Applicants disagree, stating that such conditions are not
     merger-specific but industry-wide and thus irrelevant to the
     Commission's review of the proposed transaction.[^679] They point
     out that, to address the rapid growth of high-cost universal
     service disbursements to competitive ETCs, the Commission has
     already imposed an interim cap on all competitive ETC high-cost
     funding and is currently considering industry-wide reform of the
     assessment and distribution of high-cost ETC support.[^680] They
     also claim that the state-by-state cost demonstration requirement
     that some commenters propose would establish an entirely new ETC
     designation process and reimbursement system, which, however, is
     the authority of the state, and should not, in any event, target
     only one entity.[^681]

195. Some commenters respond that the suggested conditions are
     appropriate, considering the fact that the Commission previously
     imposed a cap on ALLTEL's high-cost support in a merger proceeding,
     despite the pendency of a rulemaking addressing the same
     issue.[^682] They also state that the imposition of a cost
     demonstration requirement is not an entirely new ETC designation
     process outside the purview of the Commission, since the same
     requirement is currently being considered by the Commission in an
     ongoing rulemaking proceeding on comprehensive high-cost universal
     service reform.[^683]

196. Despite its objections to the imposition of conditions regarding
     high-cost competitive ETC support, Verizon Wireless, in order to
     provide further assurance that the proposed transaction is in the
     public interest, has committed "to accept a phase down of
     competitive \[ETC\] high cost support, for any properties which
     Verizon Wireless retains, over a five year period following closing
     of the transaction."[^684] Specifically, Verizon Wireless commits
     to a five year transition during which Verizon Wireless's
     competitive ETC high cost support would be phased out in equal
     increments,[^685] as follows:

-   Support would be reduced 20 percent beginning 30 days following the
    closing of the transaction, or no later than December 31, 2008,
    whichever is earlier. If the transaction does not close prior to
    December 31, 2008, support would be reduced 20 percent beginning the
    day after consummation.

-   Support would be reduced in equal 20 percent increments annually
    thereafter, such that all competitive ETC high cost support would be
    phased out five years after the closing of the transaction.

    With regard to this phase down of competitive ETC high cost support,
    Verizon Wireless states its understanding that the reduction in
    payments to Verizon Wireless will not result in an increase in high
    cost payments to other competitive ETCs and that, if the Commission
    adopts a different transition mechanism or a successor mechanism to
    the currently capped equal support rule in a rulemaking of general
    applicability, then that rule of general applicability would apply
    instead.[^686]

197. *Discussion*. The proposed transaction constitutes a merger of the
     largest wireless company in the United States, based on
     revenues,[^687] as well as the number of retail customers,[^688]
     with another wireless company that is the largest recipient of the
     high-cost competitive ETC support.[^689] Such unique facts and
     large scope of this transaction compel us to condition our approval
     of the proposed transaction on Verizon Wireless's commitment to
     phase down its competitive ETC high cost support over five years,
     as discussed herein. In light of Verizon Wireless's voluntary
     commitment, we decline to impose a condition that, prior to receipt
     of such funding, Verizon Wireless demonstrate costs of providing
     universal service. We find that Verizon Wireless's voluntary
     commitment to phase down competitive ETC high cost support over
     five years is sufficient to relieve commenters' concerns. We also
     note that the Commission is currently considering this issue, along
     with others, in a rulemaking on comprehensive high-cost universal
     service reform.[^690]

## E911

198. On November 20, 2007, the Commission released a Report and Order
     ("*Location Accuracy Order*") requiring wireless licensees subject
     to section 20.18(h) of the Commission's rules,[^691] which
     specifies the standards for wireless Enhanced 911 (E911) Phase II
     location accuracy and reliability, to satisfy these standards at a
     geographical level defined by the coverage area of a Public Safety
     Answering Point ("PSAP").[^692] On March 25, 2008, the United
     States Court of Appeals for the District of Columbia Circuit
     (Court) stayed the *Location Accuracy Order*.[^693]

199. On July 14, 2008, the Association of Public-Safety Communications
     Officials -- International ("APCO") and the National Emergency
     Number Association ("NENA") filed an *ex parte* letter addressing
     handset-based and network-based location accuracy criteria, stating
     that they "are now willing to accept compliance measurements at the
     county level" rather than at the PSAP level, and that "\[p\]ublic
     safety and wireless carriers are in current discussions on a number
     of other issues associated with E9-1-1."[^694] On July 31, 2008,
     the Commission filed with the Court a Motion for Voluntary Remand
     and Vacatur, which requested remand based on the proposals
     contained in the July 14, 2008 E911 *Ex Parte* Letter and "\[i\]n
     light of the public safety community's support for revised
     rules."[^695] Following this filing with the Court, NENA, APCO,
     Verizon Wireless, Sprint Nextel, and AT&T Mobility submitted
     written *ex parte* letters with the Commission with proposed new
     wireless E911 rules.[^696] Taken together, these proposals reflect
     agreement among those parties for new E911 accuracy requirements
     for both handset-based and network-based technologies, in order to
     achieve E911 accuracy compliance at the county-level.

200. On November 3, 2008, Verizon Wireless filed a letter committing to
     meet the improved wireless E911 location accuracy measures that it
     proposed jointly with NENA and APCO.[^697] Verizon Wireless commits
     that:

-   Two years after closing of the transaction, on a county-by-county
    basis, 67 percent of Phase II calls must be accurate to within 50
    meters in all counties; 80 percent of Phase II calls must be
    accurate to within 150 meters in all counties, provided, however,
    that a carrier may exclude up to 15 percent of counties from the 150
    meter requirement based upon heavy forestation that limits
    handset-based technology accuracy in those counties.

-   Eight years after closing of the transaction, on a county-by-county
    basis, 67 percent for Phase II calls must be accurate to within 50
    meters in all counties; 90 percent of Phase II calls must be
    accurate to within 150 meters in all counties, provided, however,
    that a carrier may exclude up to 15 percent of counties from the 150
    meter requirement based upon heavy forestation that limits
    handset-based technology accuracy in those counties.

201. In light of the important public safety benefits to be derived from
     improved E911 location accuracy requirements and Verizon Wireless's
     voluntary commitments in this proceeding, we condition our approval
     of this transaction on Verizon Wireless's compliance with the E911
     location accuracy proposal set forth in the Verizon Wireless
     November 3, 2008 *Ex Parte* Letter.[^698] We find that such
     condition will further ensure that consummation of the proposed
     transaction serves the public interest, convenience, and necessity.

## Radiofrequency Exposure 

202. Pursuant to the National Environmental Policy Act of 1969
     ("NEPA"),[^699] the Commission has established guidelines for human
     exposure to radiofrequency ("RF") radiation.[^700] The guidelines
     were designed to regulate the amount of RF radiation to which
     humans may be exposed by various transmitters regulated by the
     Commission.[^701] The current, more restrictive, guidelines were
     finalized in 1997, based on the recommendations and advice of
     federal agencies and groups with expertise in health-related areas
     and in standards setting.[^702] More recently, the Commission
     updated its procedures for measuring RF exposure from mobile and
     portable devices.[^703] These procedures are based on the work and
     recommendations of an expert group of the Institute of Electrical
     and Electronics Engineers (IEEE).[^704]

203. The RF limits for general population/uncontrolled exposure are set
     forth in Section 1.1310 of the Commission Rules.[^705] When these
     limits are exceeded, licensees are required to cooperate with
     owners of transmitter sites and other licensees at the same
     location to take necessary steps to control access to such
     areas.[^706]

204. *Background*. On August 8, 2008, the EMR Policy Institute ("EMRPI")
     filed a petition to deny the applications until the current
     Guidelines for Evaluating the Environmental Effects of
     Radiofrequency Radiation (ET 93-62) are updated in compliance with
     NEPA.[^707] EMRPI argues that the current guidelines are obsolete
     and inadequately protect the general public as well as workers who
     perform their jobs near transmitter sites.[^708] EMRPI states that
     the impact of long-term RF exposure on human health has not been
     addressed by the Commission.[^709] EMRPI asks the Commission to
     conduct a thorough comprehensive research and study of the
     guidelines' impact on human health using a biological approach as
     specified in its petition.[^710] EMRPI claims that the Commission,
     in formulating the current guidelines, relied on a deficient
     research record.[^711] Therefore, EMRPI requests that the
     Commission review the research studies cited in and attached to its
     petition before approving the proposed transaction.[^712] Lastly,
     EMRPI requests that the Commission to deny the proposed transaction
     until Verizon Wireless "demonstrates that it has implemented an RF
     safety solution that protects the public and all categories of
     workers whose workplaces are found near \[Verizon Wireless's\]
     antenna sites."[^713] EMRPI does not specifically claim that
     Applicants are not in compliance with the current rules on RF
     exposure.

205. The International Brotherhood of Electrical Workers ("IBEW"), on
     the other hand, requests that the Commission deny the applications
     claiming that the Applicants, while in compliance with the
     Commission's RF guidelines with respect to their own employees,
     have not provided the same safeguards to third-party workers who
     perform their job tasks in the vicinity of the Applicants'
     transmitters.[^714]

206. In their Opposition, the Applicants state that EMRPI's Petition
     should be denied because it raises an industry-wide, rather than
     transaction-specific, issue and is therefore better addressed in a
     separate rulemaking proceeding on a revision of the current RF
     exposure rules.[^715] They also raise EMRPI's previous unsuccessful
     attempt to challenge in court the Commission's denial to initiate a
     proceeding to gather information and opinion about the need to
     revise the rules.[^716] In response to IBEW's allegations of
     noncompliance with the RF exposure requirements with respect to
     third-party workers, the Applicants explain that Verizon Wireless
     and ALLTEL have comprehensive programs under which each site is
     evaluated for compliance with RF exposure rules prior to activation
     or modification, including access restrictions, signage or entry
     barriers if RF limits are exceeded.[^717] The Applicants further
     state that these safeguards are communicated to landlords who are
     instructed to contact the Applicants if access to restricted areas
     is needed.[^718] Additionally, the Applicants state that third
     parties conduct audits to "monitor regional implementation of the
     program, compliance with FCC/Occupational Safety and Health
     Administration regulations, and overall effectiveness of the RF
     compliance program."[^719]

207. *Discussion*. We agree with the Applicants that this is an
     inappropriate Commission proceeding to consider the issues raised
     by EMRPI. Possible revision of the RF standards, which apply
     broadly across the industry, is not an issue specific to this
     transaction. In addition, in 2001, the Office of Engineering and
     Technology denied EMRPI's request to initiate a proceeding to
     gather information and opinion about the need to revise the
     rules,[^720] which was upheld by the Commission on review in
     2003,[^721] and affirmed by the United States Court of Appeals for
     the District of Columbia Circuit in 2005.[^722] Finally, Commission
     staff continuously monitors scientific developments in this area,
     and coordinates with other federal agencies, such as the Food &
     Drug Administration, with expertise on the underlying health and
     safety issues involved with RF exposure.

208. When authorizing the use of radiofrequency devices, the Commission
     is obligated to ensure that applicable health and safety guidelines
     for RF exposure are followed and the general public, including all
     categories of workers who perform jobs near antenna sites, is
     adequately protected.[^723] The Commission will continue to enforce
     the RF exposure rules where necessary and work closely with federal
     agencies and expert groups to review and revise the rules as
     appropriate. We are unpersuaded by IBEW's allegations that the
     Applicants are not in compliance with the current RF exposure rules
     with respect to third-party workers. In addition, to the extent
     that IBEW is asking the Commission to establish more specific
     requirements to protect third-party workers in the vicinity of base
     station transmitters hidden in such locations as church steeples,
     we find that is not specific to this particular transaction.
     Therefore we also deny IBEW's request to deny the applications or
     to condition the Commission's consent.

## Violation of Anti-Trafficking Rules

209. Section 1.948(i) of the Commission's Rules states that
     "\[a\]pplications for approval of assignment or transfer may be
     reviewed by the Commission to determine if the transaction is for
     purposes of trafficking in service authorizations."[^724] It
     defines trafficking or warehousing as "obtaining or attempting to
     obtain an authorization for the principal purpose of speculation or
     profitable resale of the authorization rather than for the
     provision of telecommunication services to the public or for the
     licensee's own private use."[^725] The anti-trafficking rules
     provide that Commission review for the purposes of determining
     whether trafficking has occurred is discretionary.[^726]

210. *Background*. Arkansas Limited Partners assert that Atlantis
     engaged in trafficking of the ALLTEL licenses and authorizations in
     violation of the Commission's Rules.[^727] They claim that the
     timing of the proposed merger relative to the Commission's approval
     of Atlantis' acquisition of ALLTEL, evidences a "classic situation
     where trafficking is likely to have occurred."[^728] Specifically,
     Arkansas Limited Partners state that "\[a\]s a practical matter,
     negotiations concerning a transaction as complex as the one
     involved in this proceeding most likely would have commenced very
     soon after -- if not actually *before* -- Commission approval of
     the Alltel acquisitions by Atlantis in late 2007."[^729] They
     further state that there is a "strong *inference* of improper
     conduct \[from\] Atlantis' utter failure during the \[period
     following Commission approval\] to take any steps to reform company
     operations normally associated with acquisitions by private equity
     investors."[^730]

211. The Applicants assert that these allegations are untrue and argue
     that Arkansas Limited Partners failed to meet the Commission's
     standard for grant of a petition to deny.[^731] Moreover, they
     argue that the anti-trafficking rule is aimed at "preventing the
     speculative acquisition and abusive sale of *unbuilt* licenses
     *obtained via lotteries or using auction preferences*, such as
     set-asides, installment plans or bidding credits,"[^732] and is
     thus inapplicable here.[^733] Arkansas Limited Partners respond
     that the anti-trafficking rule is not confined to speculative sales
     of unbuilt facilities or transactions by designated entities
     receiving bidding preferences.[^734] It also claims that the
     Applicants' reliance of the legislative history of Section 309(j)
     of the Communications Act of 1934, as amended, is misplaced,
     because this section is relevant only to the Commission's authority
     to award licenses via competitive bidding.[^735]

212. *Discussion*. We find Arkansas Limited Partners' allegations
     insufficient to support a petition to deny. Under section 1.939(d)
     of the Commission's rules, a petition to deny must "contain
     specific allegations of fact sufficient to make a *prima facie*
     showing that . . . a grant of the application would be inconsistent
     with the public interest, convenience and necessity."[^736]
     Arkansas Limited Partners base their trafficking allegations solely
     on speculation that Atlantis must have commenced negotiations with
     Verizon Wireless very soon after -- if not before -- the Commission
     approved of Atlantis's acquisition of ALLTEL and on inferences from
     Atlantis's failure to reform ALLTEL's operations as
     anticipated.[^737] Arkansas Limited Partners' allegations are too
     speculative to support its petition to deny.[^738]

## Independent Resellers

213. Tom Dickson of North American Business Brokers, Inc. expressed a
     concern that due to a planned divestiture of ALLTEL's business
     units in parts of the state of Minnesota, dozens of independent
     ALLTEL resellers in rural Minnesota will be negatively impacted,
     unless the Commission ensures that "ALLTEL resellers have a major
     cell phone provider that they can competitively represent in the
     rural markets."[^739] A related concern was voiced by the Wireless
     Business Owners Consortium ("WiBOC") which fears that, upon the
     completion of the proposed transaction, Verizon Wireless will be
     able to "indiscriminately close down independent ALLTEL
     resellers."[^740] WiBOC requests that ALLTEL resellers should be
     afforded the opportunity to continue doing business with the merged
     entity under its like dealer program.[^741]

214. The divestiture of ALLTEL's business units in parts of Minnesota
     would involve a divestiture of its entire business in those
     markets, including reseller agreements.[^742] The agreements will
     be a part of the assets purchased by an acquirer of a divested
     market. Verizon Wireless, or the acquirer of a divested market,
     will replace ALLTEL as a party in all ALLTEL's reseller agreements.
     To the extent and if the terms of such agreements are violated by
     either party, *i.e.,* a reseller, Verizon Wireless, or an acquirer
     (in case of reseller agreements in divested markets), such matters
     constitute private contractual disputes, that are best resolved by
     a local court of competent jurisdiction.[^743] Therefore, we
     believe that the Commission is not the proper forum to consider the
     issues raised by Mr. Dickson and WiBOC. Morever, we trust Verizon
     Wireless that it will ensure that the service to current ALLTEL's
     customers, including their ability to purchase new devices from
     resellers, will not be disrupted. For these reasons, we decline to
     impose the requested conditions.

## Procedural Matters 

215. *Initial Screen Rulemaking*. Leap Wireless and others also make a
     procedural argument, contending that the Commission should not
     change the spectrum screen except through a rulemaking
     proceeding.[^744] These commenters argue that the Commission must
     consider a range of issues before changing the screen, namely,
     under what circumstances should new spectrum be added to the
     screen, whether the screen needs to be more generally revised to
     include a "hard cap" for spectrum, and whether the analysis should
     include a showing of efficient use of previously-owned
     spectrum.[^745]

216. We reject Leap Wireless's argument that a rulemaking proceeding
     must be undertaken to revise the spectrum screen. As Leap Wireless
     itself recognizes, the Commission has broad authority to decide
     whether to proceed by adjudication or rulemaking.[^746] We also
     have an established standard for determining whether a particular
     band should be included in the screen. As these transactions
     demonstrate, the facts concerning suitability of bands for mobile
     communications service are dynamic and can change over time. We
     find that the appropriate course is to review our screen on a
     transaction-by-transactions basis, review comments seeking changes
     to a screen, and make any changes that are appropriate when we
     consider a transaction.

217. *Commission Consideration of the Proposed Transaction and
     Amendments to Applications Based on DOJ Proceeding*. Cellular South
     claims that "the applications have become 'contingent' on the
     outcome of Verizon Wireless's discussions with the DOJ" regarding
     divestitures and argues that "no action can be taken until the DOJ
     review process concludes."[^747] Cellular South also states that
     the Commission "must accommodate the concurrent jurisdiction of the
     DOJ by deferring to the DOJ's determination that the effect of
     \[the\] proposed merger may substantially lessen competition or
     tend to create a monopoly."[^748] Accordingly, Cellular South
     argues that the applications should be dismissed without prejudice
     until they can be resubmitted with the final details of the
     divestiture.[^749] Cellular South further asserts that such an
     amendment would change the specific spectrum, operations, or assets
     to be transferred and thus would require 30 days public notice as a
     substantial amendment under section 309(b) of the Communications
     Act.[^750] The Applicants respond that while some applications may
     require amendments, these types of amendments of pending
     applications are permitted and do not create a contingency
     warranting dismissal.[^751]

218. The Commission's statutory authority to review the proposed
     transaction under the Communications Act is not contingent upon the
     outcome of any negotiations between the Applicants and DOJ.[^752]
     As discussed above, the Commission and DOJ each has independent
     authority to review the competitive impact of the proposed
     transaction and each has differing standards which govern that
     review.[^753] Accordingly, the Commission may act on the proposed
     merger regardless of whether DOJ has taken any action in
     furtherance of it own, independent statutory review under section 7
     of the Clayton Act.[^754] We also note that any divestures
     ultimately ordered by the Commission or DOJ would not require a
     major amendment of the Applications. Instead, as discussed above,
     we will require the Applicants to file applications for short-term
     *de facto* transfer spectrum leasing agreements for any assets that
     must be divested to a management trustee as a condition of our
     approval of the proposed merger.[^755] We thus see no need to
     dismiss the applications without prejudice as suggested by Cellular
     South.

219. *Ex Parte Status of Proceeding*. In the June 25, 2008 Public Notice
     seeking comment on the proposed transaction, the Commission,
     pursuant to its authority under Section 1.1200(a) of the
     Commission's Rules,[^756] announced that this proceeding will be
     governed by permit-but-disclose *ex parte* procedures that are
     applicable to non-restricted proceedings under Section 1.1206 of
     the Commission's Rules.[^757] On September 24, 2008, Cellular South
     filed a letter asserting that on August 11, 2008, when Cellular
     South filed its petition to deny, the proceeding automatically
     became restricted.[^758] It claims that once the petitions to deny
     are filed, the Commission is required "to make its public interest
     determination 'on the basis of the application, the pleadings
     filed, or other matters which it may officially notice.'"[^759]
     Cellular South argues that "the statute cannot be construed to
     permit the Commission to make a public interest determination on
     the basis of new information regarding the merits obtained in the
     course of *ex* *parte* presentations."[^760] Moreover, Cellular
     South argues that the Commission cannot consider newly submitted
     *ex parte* information unless it: "(1) placed the written statement
     in the record; (2) notified petitioners that the statement had been
     submitted; and (3) specified a reasonable deadline by which
     petitioners could respond to or rebut the facts alleged."[^761]

220. We disagree. The permit-but disclose status of a proceeding (and
     the *ex parte* status of a proceeding generally) continues until
     "the proceeding is no longer subject to administrative
     reconsideration or review or to judicial review."[^762] In applying
     this principle, there is no reason to distinguish between a
     proceeding that is designated permit-but-disclose by the rules or,
     as is the case here, by the staff under its authority to change the
     *ex parte* status of a proceeding pursuant to Section
     1.1200(a).[^763] Thus, the permit-but-disclose status continues
     through the entire course of this proceeding and any subsequent
     administrative or judicial review. We also note that all *ex parte*
     presentations have been made a part of the public record in this
     proceeding and commenters have had ample time to review and respond
     to all such filings if they chose to do so.[^764] The Commission
     may consider all *ex parte* presentations made and appropriately
     filed with the Commission.

# Foreign Ownership

221. Verizon Wireless requests a declaratory ruling, pursuant to section
     310(b)(4) of the Communications Act, that the public interest would
     be served by extending its current foreign ownership ruling to
     encompass the ALLTEL Subsidiaries and Partnerships and their FCC
     licenses and spectrum leases.[^765] We find, subject to the
     conditions specified herein, that the public interest would be
     served by extending the current foreign ownership ruling under
     section 310(b)(4), which the Commission issued to Verizon Wireless
     in the *Vodafone-Bell Atlantic Order*, to the ALLTEL Subsidiaries
     and Partnerships in which ALLTEL holds a *controlling* ownership
     interest and to their wireless licenses and spectrum leases.[^766]
     We conclude, based on ownership information Verizon Wireless has
     submitted to the Commission, that its current foreign ownership
     complies with that section 310(b)(4) ruling. Lastly, we deny
     Chatham's petition to deny the requested declaratory ruling.[^767]

## Review of Foreign Ownership Issues

222. We review under section 310(b)(4) of the Communications Act and
     Commission rules and policies established in the *Foreign
     Participation Order*[^768] the post-transaction foreign ownership
     of the remaining ALLTEL Subsidiaries and the Partnerships in which
     ALLTEL holds a controlling ownership interest. As part of our
     foreign ownership analysis under section 310(b)(4), we consider any
     national security, law enforcement, foreign policy, or trade policy
     concerns raised by the proposed transfer of control.[^769] Section
     310(b)(4) of the Communications Act establishes a 25 percent
     benchmark for investment by foreign individuals, corporations, and
     governments in U.S.-organized entities that control U.S. common
     carrier radio licensees. [^770] This section of the Communications
     Act also grants the Commission discretion to allow higher levels of
     foreign ownership if it determines that such ownership is not
     inconsistent with the public interest.[^771] The presence of
     aggregated alien equity or voting interests in a common carrier
     licensee's parent in excess of 25 percent triggers the
     applicability of section 310(b)(4)'s statutory benchmark. [^772]
     Once the benchmark is triggered, section 310(b)(4) directs the
     Commission to determine whether the "public interest will be served
     by the refusal or revocation of such license."[^773]

223. In the *Foreign Participation Order*, the Commission concluded that
     the public interest would be served by permitting greater
     investment by individuals or entities from World Trade Organization
     ("WTO") Member countries in U.S. common carrier and aeronautical
     fixed and aeronautical en route radio licensees.[^774] Therefore,
     with respect to indirect foreign investment from WTO Members, the
     Commission adopted a rebuttable presumption that such investment
     generally raises no competitive concerns.[^775] Because the
     Commission has previously issued a foreign ownership ruling to
     Verizon Wireless under section 310(b)(4), we consider in this
     proceeding whether Verizon Wireless remains in compliance with that
     ruling and, if so, whether it is appropriate to extend Verizon
     Wireless's current ruling to encompass the ALLTEL Subsidiaries and
     the Partnerships in which ALLTEL holds a controlling ownership
     interest and the wireless licenses and spectrum leases they will
     hold following the proposed transfer of control.

224. As discussed above, Verizon Wireless is a general partnership of
     which 55 percent is indirectly owned by Verizon and the remaining
     45 percent is indirectly owned by Vodafone.[^776] Verizon and
     Vodafone hold their partnership interests in Verizon Wireless
     through numerous intermediate subsidiaries organized under the laws
     of Luxembourg, the Netherlands, and the United Kingdom, all of
     which are WTO Member countries, and the United States.[^777]
     Verizon is a widely held, publicly traded company organized in the
     United States. Vodafone is a widely-held, publicly-traded company
     organized in the United Kingdom.[^778]

225. In the *Vodafone-Bell Atlantic Order* issued in 2000, the
     Commission authorized Verizon Wireless "to be indirectly owned by
     Vodafone in an amount up to 65.1 percent."[^779] The Commission
     stated that Verizon Wireless "would need additional Commission
     authority under section 310(b)(4) before Vodafone could increase
     its investment above authorized levels"[^780] and that
     "\[a\]dditional authority also would be required before any other
     foreign entity or entities acquire, in the aggregate, a
     greater-than-25 percent indirect interest" in Verizon
     Wireless.[^781] For purposes of calculating the additional,
     aggregate 25 percent amount, Verizon Wireless is required to
     include foreign ownership of Verizon and foreign ownership of
     Vodafone, other than ownership of Vodafone from the United States
     and the United Kingdom.[^782]

226. We conclude on this record that current foreign ownership of
     Verizon Wireless is not inconsistent with the foreign ownership
     ruling issued in the *Vodafone-Bell Atlantic Order.* On April 8,
     2008, Verizon Wireless submitted a detailed showing to the
     Commission in the Verizon Wireless-RCC proceeding to demonstrate
     that its foreign ownership remained within the parameters of its
     foreign ownership ruling.[^783] The beneficial ownership
     information that Vodafone and Verizon gathered for that proceeding
     indicates that non-U.S., non-U.K. ownership of Vodafone (14.55
     percent), together with non-U.S. ownership of Verizon (8.65
     percent), is below the 25 percent aggregate allowance specified in
     the Verizon Wireless ruling for such ownership and, thus, complies
     with that ruling.[^784] We find the beneficial ownership
     information that Verizon Wireless has submitted for Vodafone and
     Verizon sufficient to demonstrate compliance with its section
     310(b)(4) ruling for the same reasons discussed in the *Verizon
     Wireless-RCC Order*.[^785]

227. In its petition to deny, Chatham argues that Verizon Wireless has
     failed to establish that its foreign ownership permits a public
     interest determination under section 310(b)(4) because Verizon
     Wireless did not undertake a citizenship survey of Vodafone and
     Verizon shareholders but instead tabulated shareholder addresses
     for each company.[^786] Relying on the 2007 *América Móvil Order,*
     Chatham contends that the Commission has expressly rejected
     shareholder addresses as a valid means for applicants to ascertain
     the citizenship of shareholders for all purposes under section
     310(b).[^787] Chatham states that "the Commission traditionally
     expects that companies with widely dispersed shareholdings will
     conduct stock ownership surveys using a statistically valid sample
     of shares outstanding"[^788] to determine the citizenship of
     shareholders. Chatham asserts that the Commission cannot accept the
     Verizon Wireless showing without (1) overruling longstanding policy
     and precedent rejecting shareholder addresses as a valid means for
     ascertaining citizenship under section 310(b); and (2) allowing all
     applicants subject to section 310(b) to adopt the "liberalized
     definition of 'foreign ownership' embodied in the Verizon Wireless
     approach."[^789]

228. We do not agree with Chatham that the public interest showing
     Verizon Wireless has submitted under section 310(b)(4) is
     inadequate or inconsistent with Commission policy. As a factual
     matter, we believe that Chatham misconstrues the methodology that
     Verizon Wireless has used to demonstrate compliance with its
     section 310(b)(4) ruling. Verizon Wireless has provided the
     Commission with aggregate information regarding the addresses of
     record of nearly 100 percent of the beneficial owners of Verizon
     and Vodafone stock.[^790] Thus, in contrast to the foreign
     ownership information we rejected in the *América Móvil Order*, the
     Verizon Wireless data does not rely on "the addresses of custodian
     banks and brokers that hold shares for the more numerous owners
     that have chosen not to possess the stock certificates."[^791]

229. As a matter of policy, the Commission expects that licensees that
     are subject to the requirements of section 310(b) of the Act "will
     use reasonable methods to insure compliance with section
     310(b)."[^792] Corporate applicants and licensees with widely held
     securities traditionally have used random surveys to collect
     foreign ownership from their shareholders.[^793] At the same time,
     the Commission has permitted public companies to use methods other
     than random surveys, including the collection of shareholder
     addresses, on a fact-specific, case-by-case basis.[^794] Chatham
     has not provided, and we do not discern, any basis for concluding
     that the information Verizon Wireless has provided is inaccurate,
     cannot be relied on, or is insufficient for purposes of
     demonstrating compliance with its foreign ownership ruling under
     section 310(b)(4) of the Act.[^795] We conclude, based on the
     information Verizon Wireless has submitted for the record, that
     there is no substantial or material question of fact as to whether
     Verizon Wireless's foreign ownership complies with the limitations
     of the *Vodafone-Bell Atlantic Order*.[^796]

230. We therefore find that Verizon Wireless is entitled to a rebuttable
     presumption that, following consummation of the proposed
     transaction, the indirect foreign ownership in the ALLTEL
     Subsidiaries, and the Partnerships in which ALLTEL holds a
     controlling ownership interest, would not pose a risk to
     competition in the U.S. market. We find no evidence in the record
     that rebuts this presumption and, as we explained above, we find no
     basis to conclude that the proposed transaction is likely to harm
     competition.[^797] In addition, we have received no opposition to
     or comment on the applications from the Executive Branch.[^798]
     Accordingly, pursuant to section 310(b)(4) of the Communications
     Act and the rules and policies established in the *Foreign
     Participation Order*, we find that it is in the public interest to
     extend Verizon Wireless's section 310(b)(4) foreign ownership
     ruling to cover the ALLTEL Subsidiaries and the Partnerships in
     which ALLTEL holds a controlling ownership interest.

231. Additionally, the application states that, after consummation of
     the proposed transaction, ALLTEL Communications LLC ("ALLTEL
     Communications") will continue to hold a "minority, non-controlling
     general partnership interest\[s\]" in Illinois Valley, Northwest
     Missouri, and Pittsfield.[^799] With regard to the indirect foreign
     voting interests in these partnerships, Verizon Wireless submitted
     a letter for the record committing that, "immediately upon the
     closing of \[this\] transaction, Verizon Wireless will place into a
     trust the voting rights associated with ALLTEL's interests in
     Illinois Valley, Northwest Missouri, and Pittsfield, thereby
     precluding Vodafone's interest in Verizon Wireless from any voting
     rights in the partnerships."[^800] In order to ensure that the
     post-transaction foreign ownership of these partnerships complies
     with the requirements of section 310(b)(3), we grant the transfer
     application subject to Verizon Wireless's placing its voting rights
     in these partnerships in a voting trust with terms satisfactory to
     the Commission, with a U.S. citizen, or U.S. entity that is
     controlled by U.S. citizens, in either case subject to Commission
     approval, serving as trustee.[^801]

## Declaratory Ruling

232. Accordingly, this declaratory ruling permits Verizon Wireless to
     acquire up to and including 100 percent of the equity and voting
     interests in ALLTEL subject to the terms and conditions of the
     ruling issued in the *Vodafone-Bell Atlantic Order*.[^802] We
     emphasize that, as a Commission licensee, Verizon Wireless has an
     affirmative duty to monitor its foreign equity and voting
     interests, calculate these interests consistent with the
     attribution principles enunciated by the Commission, and otherwise
     ensure continuing compliance with the provisions of section 310(b)
     of the Act.[^803]

# Conclusion

233. We find that competitive harm is unlikely in most mobile
     communications markets as a result of this transaction. As
     discussed above, however, with regard to five 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.
     Additionally, to ensure that the proposed transaction does not
     result in competitive harm, we condition our approval of this
     transaction on Verizon Wireless's completion of the voluntarily
     divestures of a business unit in 100 markets. We also find that it
     is in the public interest to condition this transaction on Verizon
     Wireless's compliance with the roaming, competitive ETC high cost
     support, and E911 location accuracy conditions discussed herein.

# Ordering Clauses

234. Accordingly, having reviewed the applications, the petitions, and
     the record in this matter, IT IS ORDERED that, pursuant to sections
     4(i) and (j), 309, 310(b), and 310(d) of the Communications Act of
     1934, as amended, 47 U.S.C. §§ 154(i), (j), 309, 310(b), 310(d),
     the applications for the transfer of control of licenses from
     Atlantis Holdings LLC to Cellco Partnership d/b/a Verizon Wireless
     are GRANTED, to the extent specified in this Memorandum Opinion and
     Order and Declaratory Ruling and subject to the conditions
     specified herein.

235. 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 domestic and international
     section 214 authorizations from Atlantis Holdings LLC to Cellco
     Partnership d/b/a Verizon Wireless are GRANTED.

236. 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 Petitions to Deny the transfer of
     control of licenses from Atlantis Holdings LLC to Cellco
     Partnership d/b/a Verizon Wireless are DENIED IN PART and GRANTED
     IN PART for the reasons stated herein.

237. IT IS FURTHER ORDERED that grant of the transfer applications with
     respect to Illinois Valley Cellular RSA 2-II Partnership, Northwest
     Missouri Cellular Limited Partnership, and Pittsfield Cellular
     Telephone Company is subject to Verizon Wireless placing its voting
     rights in these partnerships in a voting trust, with terms
     satisfactory to the Commission, with a U.S. citizen, or U.S. entity
     that is controlled by U.S. citizens, in either case subject to
     Commission approval, serving as trustee.

238. IT IS FURTHER ORDERED that pursuant to section 310(b) of the
     Communications Act of 1934, as amended, 47 U.S.C. § 310(b), the
     petition for declaratory ruling filed by Cellco Partnership d/b/a
     Verizon Wireless is GRANTED to the extent specified in this
     Memorandum Opinion and Order and Declaratory Ruling.

239. IT IS FURTHER ORDERED that the above grant shall include authority
     for Cellco Partnership d/b/a Verizon Wireless to acquire control
     of: (a) any license or authorization issued to ALLTEL 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.

240. IT IS FURTHER ORDERED that this Memorandum Opinion and Order and
     Declaratory Ruling SHALL BE EFFECTIVE upon adoption. 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 Memorandum Opinion and Order and Declaratory
     Ruling.

FEDERAL COMMUNICATIONS COMMISSION

> Marlene H. Dortch
>
> Secretary

**APPENDIX A**

**Petitioners and Commenters**

**Petitions:**

  -----------------------------------------------------------------------
  Ad Hoc Public Interest Spectrum Coalition

  Cellular South, Inc.

  Centennial Communications Corp.

  Chatham Avalon Park Community Council

  Choctaw Telephone Company, Custer Telephone Cooperative, Inc., Dubois
  Telephone Exchange, Inc., Electra Telephone Company, Emery Telcom,
  Manti Telephone Company, MoKan Dial, Inc., New Ulm Telecom, Inc.,
  Northeast Florida Telephone Company, Inc., Project Mutual Telephone
  Cooperative Association, Inc., Public Service Communications, Inc.
  (including its subsidiaries Public Service Telephone Company and Public
  Service Wireless, Inc.), Range Telephone Cooperative, Inc., South
  Central Utah Telephone Association, Inc. d/b/a South Central
  Communications, Uintah Basin Electronic Telecommunications d/b/a UBET
  Wireless, Yadkin Valley Telephone Membership Corporation (collectively,
  "Rural Carriers")

  Denali Spectrum LLC, Leap Wireless International, Inc., LCW Wireless,
  LLC, Mobi PCS, NTELOS Inc., Organization for the Promotion and
  Advancement of Small Telecommunications Companies, Revol Wireless,
  Rural Telecommunications Group, Inc., SpectrumCo LLC, SouthernLINC
  Wireless (collectively, "Roaming Petitioners")

  Leap Wireless International, Inc.

  MetroPCS Communications, Inc. and NTELOS Inc.

  National Telecommunications Cooperative Association

  North Dakota Network Co.

  Organization for the Promotion and Advancement of Small
  Telecommunications Companies and the Rural Independent Competitive
  Alliance

  Palmetto MobileNet, L.P.

  Ritter Communications, Inc. and Central Arkansas Rural Cellular Limited
  Partnership (collectively, "Arkansas Limited Partners")

  Rural Telecommunications Group, Inc.

  South Dakota Telecommunications Association

  The EMR Policy Institute
  -----------------------------------------------------------------------

**Comments:**

  -----------------------------------------------------------------------
  Rural Cellular Association

  -----------------------------------------------------------------------

**Opposition:**

  -----------------------------------------------------------------------
  Verizon Wireless and ALLTEL

  -----------------------------------------------------------------------

**Replies:**

  -----------------------------------------------------------------------
  Ad Hoc Public Interest Spectrum Coalition

  Arkansas Limited Partners

  Cellular South, Inc.

  Chatham Avalon Park Community Council

  Leap Wireless International, Inc.

  MetroPCS Communications, Inc. and NTELOS Inc.

  North Dakota Network Co.

  Palmetto MobileNet, L.P.

  Ad Hoc Public Interest Spectrum Coalition

  Arkansas Limited Partners

  Rural Carriers

  Rural Cellular Association

  Rural Telecommunications Group, Inc.

  South Dakota Telecommunications Association
  -----------------------------------------------------------------------

**Reply Comments:**

  -----------------------------------------------------------------------
  Institute for Policy Innovation

  South Dakota Public Utilities Commission

  T-Mobile USA, Inc.
  -----------------------------------------------------------------------

**Brief Comments in Support:**

  -----------------------------------------------------------------------
  American Association of People with Disabilities

  American GI Forum of the United States

  ASPIRA Association

  Communications Consumers United

  Consumers for Competitive Choice

  Dominican American National Roundtable

  FBI Law Enforcement Executive Development Association

  FBI National Academy Associates, Inc. West Virginia Chapter

  FreedomWorks Foundation

  Lansing Regional Chamber of Commerce

  League of United Latin American Citizens

  Leslie T. Hyman

  Michigan Chamber of Commerce

  National Black Chamber of Commerce

  National Emergency Number Association

  National Hispanic Council on Aging

  National Indian Council on Aging

  Native American Television

  Nebraska Chamber of Commerce & Industry

  Organizations Concerned about Rural Education

  Pacific Research Institute

  Randolph J. May

  Small Business and Entrepreneurship Council

  State of Nebraska

  Telecommunications for the Deaf, Inc.

  The Hispanic Alliance for Prosperity Institute

  The Latino Coalition

  United States Hispanic Chamber of Commerce

  United States-Mexico Chamber of Commerce

  United States Cattlemen\'s Association

  U.S. Pan Asian American Chamber of Commerce

  West Virginia State Lodge Fraternal Order of Police

  Women Impacting Public Policy
  -----------------------------------------------------------------------

**Brief Comments Expressing Concern:**

  -----------------------------------------------------------------------
  All West Communications

  Charlene Schlueter

  Columbine Telephone Company, Inc. dba Silver Star Communications and
  Teton Telecom

  Computer and Communications Industry Association

  Consumers Union and Consumers Federation of America

  Dubois Telephone Exchange, Inc.

  Emery Telcom

  International Brotherhood of Electrical Workers

  Jack Privitt

  Oglala Sioux Tribe of the Pine Ridge Indian Reservation

  Public Service Communications

  Shawn Sanders

  South Central Utah Telephone Association Inc.

  State of North Dakota
  -----------------------------------------------------------------------

**APPENDIX B**

**Markets to be Divested Voluntarily by Verizon Wireless**

  ------------------- ---------------------------------------------------
  **Market**          **Market Name**

  CMA158              Lima, OH

  CMA166              Hickory, NC

  CMA221              Fargo-Moorehead, ND-MN

  CMA227              Anderson, SC

  CMA231              Mansfield, OH

  CMA246              Dothan, AL

  CMA253              Sioux City, IA

  CMA261              Albany, GA

  CMA262              Danville, VA

  CMA267              Sioux Falls, SD

  CMA268              Billings, MT

  CMA276              Grand Forks, ND-MN

  CMA285              Las Cruces, NM

  CMA289              Rapid City, SD

  CMA297              Great Falls, MT

  CMA298              Bismarck, ND

  CMA299              Casper, WY

  CMA313              Alabama 7-Butler

  CMA322              Arizona 5-Gila

  CMA341              California 6-Mono

  CMA351              Colorado 4-Park

  CMA352              Colorado 5-Elbert

  CMA353              Colorado 6-San Miguel

  CMA354              Colorado 7-Saguache

  CMA355              Colorado 8-Kiowa

  CMA356              Colorado 9-Costilla

  CMA376              Georgia 6-Spalding

  CMA377              Georgia 7-Hancock

  CMA378              Georgia 8-Warren

  CMA379              Georgia 9-Marion

  CMA380              Georgia 10-Bleckley

  CMA382              Georgia 12-Liberty

  CMA383              Georgia 13-Early

  CMA389              Idaho 2-Idaho

  CMA390              Idaho 3-Lemhi

  CMA401              Illinois 8-Washington

  CMA402              Illinois 9-Clay

  CMA419              Iowa 8-Monona

  CMA428              Kansas 1-Cheyenne

  CMA429              Kansas 2-Norton

  CMA433              Kansas 6-Wallace

  CMA434              Kansas 7-Trego

  CMA438              Kansas 11-Hamilton

  CMA439              Kansas 12-Hodgeman

  **Market**          **Market Name**

  CMA440              Kansas 13-Edwards

  CMA482              Minnesota 1-Kittson

  CMA483              Minnesota 2-Lake of the Woods

  CMA488              Minnesota 7-Chippewa

  CMA489              Minnesota 8-Lac qui Parle

  CMA490              Minnesota 9-Pipestone

  CMA491              Minnesota 10-Le Sueur

  CMA523              Montana 1-Lincoln

  CMA524              Montana 2-Toole

  CMA526              Montana 4-Daniels

  CMA527              Montana 5-Mineral

  CMA528              Montana 6-Deer Lodge

  CMA529              Montana 7-Fergus

  CMA530              Montana 8-Beaverhead

  CMA531              Montana 9-Carbon

  CMA532              Montana 10-Prairie

  CMA537              Nebraska 5-Boone

  CMA544              Nevada 2-Lander

  CMA547              Nevada 5-White Pine

  CMA553              New Mexico 1-San Juan

  CMA557              New Mexico 5-Grant

  CMA558              New Mexico 6-Lincoln

  CMA566              North Carolina 2-Yancey

  CMA569              North Carolina 5-Anson

  CMA580              North Dakota 1-Divide

  CMA581              North Dakota 2-Bottineau

  CMA582              North Dakota 3-Barnes

  CMA583              North Dakota 4-McKenzie

  CMA584              North Dakota 5-Kidder

  CMA586              Ohio 2-Sandusky

  CMA587              Ohio 3-Ashtabula

  CMA589              Ohio 5-Hancock

  CMA590              Ohio 6-Morrow

  CMA625              South Carolina 1-Oconee

  CMA626              South Carolina 2-Laurens

  CMA627              South Carolina 3-Cherokee

  CMA631              South Carolina 7-Calhoun

  CMA634              South Dakota 1-Harding

  CMA635              South Dakota 2-Corson

  CMA636              South Dakota 3-McPherson

  CMA637              South Dakota 4-Marshall

  CMA638              South Dakota 5-Custer

  CMA639              South Dakota 6-Haakon

  CMA640              South Dakota 7-Sully

  CMA641              South Dakota 8-Kingsbury

  CMA642              South Dakota 9-Hanson

  CMA675              Utah 3-Juab

  CMA676              Utah 4-Beaver

  **Market**          **Market Name**

  CMA677              Utah 5-Daggett

  CMA678              Utah 6-Piute

  CMA681              Virginia 1-Lee

  CMA688              Virginia 8-Amelia

  CMA718              Wyoming 1-Park

  CMA719              Wyoming 2-Sheridan

  CMA721              Wyoming 4-Niobrara

  CMA722              Wyoming 5-Converse
  ------------------- ---------------------------------------------------

**APPENDIX C**

**Markets Identified by the Initial Screen**

**CMAs Identified by the HHI Screen Only:**

  --------------- -------------------------------------------------------
  **Market**      **Market Name**

  CMA016          Cleveland, OH

  CMA022          Tampa-St. Petersburg, FL

  CMA026          Phoenix, AZ

  CMA029          New Orleans, LA

  CMA043          Norfolk-Virginia Beach-Portsmouth, VA-NC

  CMA047          Greensboro-Winston-Salem-High Point, NC

  CMA048          Toledo, OH-MI

  CMA052          Akron, OH

  CMA059          Richmond, VA

  CMA061          Charlotte-Gastonia, NC

  CMA064          Grand Rapids, MI

  CMA065          Omaha, NE-IA

  CMA066          Youngstown-Warren, OH

  CMA067          Greenville-Spartanburg, SC

  CMA071          Raleigh-Durham, NC

  CMA077          Tuscon, AZ

  CMA078          Lansing-East Lansing, MI

  CMA080          Baton Rouge, LA

  CMA081          El Paso, TX

  CMA083          Mobile, AL

  CMA085          Johnson City-Kingsport-Bristol, TN-VA

  CMA086          Albuquerque, NM

  CMA087          Canton, OH

  CMA089          Wichita, KS

  CMA090          Charleston-North Charleston, SC

  CMA092          Little Rock-North Little Rock, AR

  CMA094          Saginaw-Bay City-Midland, MI

  CMA095          Columbia, SC

  CMA100          Shreveport, Louisiana

  CMA104          Newport News-Hampton, VA

  CMA108          Augusta, GA/SC

  CMA114          Lakeland-Winter Haven, FL

  CMA125          Appleton-Oskosh-Neenah, WI

  CMA127          Pensacola, FL

  CMA132          Kalamazoo, MI

  CMA136          Lorain-Elyria, OH

  CMA139          Montgomery, AL

  CMA149          Fayetteville, NC

  **Market**      **Market Name**

  CMA153          Columbus, GA-AL

  CMA155          Savannah, GA

  CMA158          Lima, OH

  CMA160          Killeen-Temple, TX

  CMA164          Fort Myers, FL Counties - Lee

  CMA166          Hickory, NC

  CMA167          Sarasota, FL

  CMA168          Tallahassee, FL

  CMA172          Lincoln, NE

  CMA177          Battle Creek, MI

  CMA179          Topeka, KS

  CMA181          Muskegon, MI

  CMA184          Houma-Thibodaux, LA

  CMA192          Gainesville, FL

  CMA193          Benton Harbor, MI

  CMA194          Waco, TX

  CMA206          Longview-Marshall, TX

  CMA207          Jackson, MI

  CMA208          Fort Pierce, FL

  CMA211          Bradenton, FL

  CMA218          Wilmington, NC

  CMA227          Anderson, SC

  CMA231          Mansfield, OH

  CMA235          Petersburg-Colonial Heights-Hopewell, VA

  CMA237          Tyler, TX

  CMA241          Pueblo, CO

  CMA245          Ocala, FL

  CMA246          Dothan, AL

  CMA253          Sioux City, IA-NE

  CMA258          Jacksonville, NC

  CMA261          Albany, GA

  CMA262          Danville, VA

  CMA264          Florence, SC

  CMA265          Fort Walton Beach, FL

  CMA280          Burlington, NC

  CMA283          Panama City, FL

  CMA285          Las Cruces, NM

  CMA288          Rochester, MN

  CMA297          Great Falls, MT

  CMA299          Casper, WY

  CMA310          Alabama 4-Bibb

  CMA313          Alabama 7-Butler

  CMA314          Alabama 8-Lee

  **Market**      **Market Name**

  CMA319          Arizona 2-Coconino

  CMA321          Arizona 4-Yuma

  CMA322          Arizona 5-Gila

  CMA323          Arizona 6-Graham

  CMA341          California 6-Mono

  CMA352          Colorado 5-Elbert

  CMA353          Colorado 6-San Miguel

  CMA354          Colorado 7-Saguache

  CMA355          Colorado 8-Kiowa

  CMA356          Colorado 9-Costilla

  CMA360          Florida 1-Collier

  CMA361          Florida 2-Glades

  CMA362          Florida 3-Hardee

  CMA363          Florida 4-Citrus

  CMA366          Florida 7-Hamilton

  CMA375          Georgia 5-Haralson

  CMA376          Georgia 6-Spalding

  CMA377          Georgia 7-Hancock

  CMA378          Georgia 8-Warren

  CMA379          Georgia 9-Marion

  CMA380          Georgia 10-Bleckley

  CMA383          Georgia 13-Early

  CMA389          Idaho 2-Idaho

  CMA390          Idaho 3-Lemhi

  CMA392          Idaho 5-Butte

  CMA393          Idaho 6-Clark

  CMA399          Illinois 6-Montgomery

  CMA401          Illinois 8-Washington

  CMA402          Illinois 9-Clay

  CMA419          Iowa 8-Monona

  CMA427          Iowa 16-Lyon

  CMA428          Kansas 1-Cheyenne

  CMA429          Kansas 2-Norton

  CMA432          Kansas 5-Brown

  CMA433          Kansas 6-Wallace

  CMA434          Kansas 7-Trego

  CMA438          Kansas 11-Hamilton

  CMA439          Kansas 12-Hodgeman

  CMA440          Kansas 13-Edwards

  CMA476          Michigan 5-Manistee

  CMA478          Michigan 7-Newaygo

  CMA482          Minnesota 1-Kittson

  CMA491          Minnesota 10-Le Sueur

  **Market**      **Market Name**

  CMA492          Minnesota 11-Goodhue

  CMA529          Montana 7-Fergus

  CMA530          Montana 8-Beaverhead

  CMA537          Nebraska 5-Boone

  CMA544          Nevada 2-Lander

  CMA546          Nevada 4-Mineral

  CMA547          Nevada 5-White Pine

  CMA553          New Mexico 1-San Juan

  CMA556          New Mexico 4-Santa Fe

  CMA557          New Mexico 5-Grant

  CMA558          New Mexico 6-Lincoln

  CMA566          North Carolina 2-Yancey

  CMA568          North Carolina 4-Henderson

  CMA569          North Carolina 5-Anson

  CMA570          North Carolina 6-Chatham

  CMA571          North Carolina 7-Rockingham

  CMA572          North Carolina 8-Northampton

  CMA573          North Carolina 9-Camden

  CMA574          North Carolina 10-Harnett

  CMA575          North Carolina 11-Hoke

  CMA576          North Carolina 12-Sampson

  CMA577          North Carolina 13-Greene

  CMA578          North Carolina 14-Pitt

  CMA579          North Carolina 15-Cabarrus

  CMA580          North Dakota 1-Divide

  CMA586          Ohio 2-Sandusky

  CMA587          Ohio 3-Ashtabula

  CMA589          Ohio 5-Hancock

  CMA590          Ohio 6-Morrow

  CMA591          Ohio 7-Tuscarawas

  CMA625          South Carolina 1-Oconee

  CMA626          South Carolina 2-Laurens

  CMA627          South Carolina 3-Cherokee

  CMA628          South Carolina 4-Chesterfiel

  CMA629          South Carolina 5-Georgetown

  CMA630          South Carolina 6-Clarendon

  CMA631          South Carolina 7-Calhoun

  CMA632          South Carolina 8-Hampton

  CMA633          South Carolina 9-Lancaster

  CMA638          South Dakota 5-Custer

  CMA639          South Dakota 6-Haakon

  CMA640          South Dakota 7-Sully

  CMA641          South Dakota 8-Kingsbury

  **Market**      **Market Name**

  CMA642          South Dakota 9-Hanson

  CMA646          Tennessee 4-Hamblen

  CMA650          Tennessee 8-Johnson

  CMA658          Texas 7-Fannin

  CMA661          Texas 10-Navarro

  CMA662          Texas 11-Cherokee

  CMA666          Texas 15-Concho

  CMA675          Utah 3-Juab

  CMA676          Utah 4-Beaver

  CMA677          Utah 5-Daggett

  CMA678          Utah 6-Piute

  CMA681          Virginia 1-Lee

  CMA682          Virginia 2-Tazewell

  CMA684          Virginia 4-Bedford

  CMA686          Virginia 6-Highland

  CMA687          Virginia 7-Buckingham

  CMA688          Virginia 8-Amelia

  CMA689          Virginia 9-Greensville

  CMA691          Virginia 11-Madison

  CMA716          Wisconsin 9-Columbia

  CMA718          Wyoming 1-Park

  CMA719          Wyoming 2-Sheridan

  CMA721          Wyoming 4-Niobrara

  CMA722          Wyoming 5-Converse
  --------------- -------------------------------------------------------

**CMAs Identified by the HHI and Spectrum Screens:**

  --------------- -------------------------------------------------------
  **Market**      **Market Name**

  CMA221          Fargo-Moorehead, ND-MN

  CMA267          Sioux Falls, SD

  CMA268          Billings, MT

  CMA276          Grand Forks, ND-MN

  CMA289          Rapid City, SD

  CMA298          Bismarck, ND

  CMA351          Colorado 4-Park

  CMA382          Georgia 12-Liberty

  CMA483          Minnesota 2-Lake of the Wood

  CMA488          Minnesota 7-Chippewa

  CMA489          Minnesota 8-Lac qui Parle

  CMA490          Minnesota 9-Pipestone

  CMA523          Montana 1-Lincoln

  CMA524          Montana 2-Toole

  CMA526          Montana 4-Daniels

  **Market**      **Market Name**

  CMA527          Montana 5-Mineral

  CMA528          Montana 6-Deer Lodge

  CMA531          Montana 9-Carbon

  CMA532          Montana 10-Prairie

  CMA581          North Dakota 2-Bottineau

  CMA582          North Dakota 3-Barnes

  CMA583          North Dakota 4-McKenzie

  CMA584          North Dakota 5-Kidder

  CMA634          South Dakota 1-Harding

  CMA635          South Dakota 2-Corson

  CMA636          South Dakota 3-McPherson

  CMA637          South Dakota 4-Marshall
  --------------- -------------------------------------------------------

**CEAs Identified by the HHI Screen Only:**

  -------------- --------------------------------------------------------
  **Market**     **Market Name**

  CEA0080        Akron, OH

  CEA0120        Albany, GA

  CEA0200        Albuquerque, NM-AZ

  CEA0440        Ann Arbor, MI

  CEA0460        Appleton-Oshkosh-Neenah, WI

  CEA0600        Augusta-Aiken, GA-SC

  CEA0760        Baton Rouge, LA-MS

  CEA0870        Benton Harbor, MI

  CEA1260        Bryan-College Station, TX

  CEA1320        Canton-Massillon, OH

  CEA1350        Casper, WY-ID-UT

  CEA1440        Charleston-North Charleston, SC

  CEA1520        Charlotte-Gastonia-Rock Hill, NC-SC

  CEA1580        Cheyenne, WY

  CEA1680        Cleveland-Lorain-Elyria, OH

  CEA1760        Columbia, SC

  CEA1800        Columbus, GA-AL

  CEA1840        Columbus, OH

  CEA1950        Danville, VA

  CEA2120        Des Moines, IA-IL-MO

  CEA2180        Dothan, AL-FL-GA

  CEA2200        Dubuque, IA-IL-WI

  CEA2320        El Paso, TX

  CEA2330        Elkhart-Goshen, IN-MI

  CEA2440        Evansville-Henderson, IN-KY-IL

  CEA2560        Fayetteville, NC

  CEA2655        Florence, SC

  **Market**     **Market Name**

  CEA2700        Fort Myers-Cape Coral, FL

  CEA2710        Fort Pierce-Port St. Lucie, FL

  CEA2750        Fort Walton Beach, FL

  CEA2900        Gainesville, FL

  CEA2980        Goldsboro, NC

  CEA3000        Grand Rapids-Muskegon-Holland, MI

  CEA3080        Green Bay, WI-MI

  CEA3120        Greensboro-Winston-Salem-High Point, NC-VA

  CEA3150        Greenville, NC

  CEA3160        Greenville-Spartanburg-Anderson, SC-NC

  CEA3290        Hickory-Morganton, NC-TN

  CEA3350        Houma, LA

  CEA3520        Jackson, MI

  CEA3605        Jacksonville, NC

  CEA3660        Johnson City-Kingsport-Bristol, TN-VA

  CEA3720        Kalamazoo-Battle Creek, MI

  CEA3810        Killeen-Temple, TX

  CEA3980        Lakeland-Winter Haven, FL

  CEA4040        Lansing-East Lansing, MI

  CEA4100        Las Cruces, NM

  CEA4320        Lima, OH

  CEA4360        Lincoln, NE

  CEA4400        Little Rock-North Little Rock, AR

  CEA4420        Longview-Marshall, TX

  CEA4680        Macon, GA

  CEA4720        Madison, WI

  CEA4800        Mansfield, OH

  CEA5160        Mobile, AL

  CEA5240        Montgomery, AL

  CEA5330        Myrtle Beach, SC

  CEA5345        Naples, FL

  CEA5560        New Orleans, LA-MS

  CEA5720        Norfolk-Virginia Beach-Newport News, VA-NC

  CEA5790        Ocala, FL

  CEA5920        Omaha, NE-IA-MO

  CEA6015        Panama City, FL

  CEA6080        Pensacola, FL

  CEA6200        Phoenix-Mesa, AZ-NM

  CEA6560        Pueblo, CO-NM

  CEA6580        Punta Gorda, FL

  CEA6640        Raleigh-Durham-Chapel Hill, NC

  CEA6720        Reno, NV-CA

  CEA6760        Richmond-Petersburg, VA

  **Market**     **Market Name**

  CEA6820        Rochester, MN-IA-WI

  CEA6895        Rocky Mount, NC

  CEA6960        Saginaw-Bay City-Midland, MI

  CEA7490        Santa Fe, NM

  CEA7510        Sarasota-Bradenton, FL

  CEA7520        Savannah, GA-SC

  CEA7680        Shreveport-Bossier City, LA-AR

  CEA7720        Sioux City, IA-NE-SD

  CEA8140        Sumter, SC

  CEA8240        Tallahassee, FL-GA

  CEA8280        Tampa-St. Petersburg-Clearwater, FL

  CEA8400        Toledo, OH

  CEA8440        Topeka, KS

  CEA8520        Tucson, AZ

  CEA8640        Tyler, TX

  CEA8800        Waco, TX

  CEA9000        Wheeling, WV-OH

  CEA9040        Wichita, KS-OK

  CEA9200        Wilmington, NC

  CEA9320        Youngstown-Warren, OH

  CEA9360        Yuma, AZ

  CEA9502        Flagstaff, AZ-UT

  CEA9509        Idaho Falls, ID-WY

  CEA9510        Twin Falls, ID

  CEA9519        Traverse City, MI

  CEA9522        Mankato, MN

  CEA9535        Scottsbluff, NE-WY

  CEA9540        Farmington, NW-CO-NM

  CEA9546        Minot, ND

  CEA9560        Staunton, VA-WV

  CEA9566        Bluefield, WV-VA
  -------------- --------------------------------------------------------

**CEAs Identified by the Spectrum Screen Only:**

  -------------- --------------------------------------------------------
  **Market**     **Market Name**

  CEA2080        Denver, CO-KS-NE
  -------------- --------------------------------------------------------

**CEAs Identified by the HHI and Spectrum Screens:**

  -------------- --------------------------------------------------------
  **Market**     **Market Name**

  CEA0880        Billings, MT-WY

  CEA1010        Bismarck, ND-MT-SD

  CEA2520        Fargo-Moorhead, ND-MN

  CEA2985        Grand Forks, ND-MN

  **Market**     **Market Name**

  CEA3040        Great Falls, MT

  CEA3600        Jacksonville, FL-GA

  CEA5120        Minneapolis-St. Paul, MN-WI

  CEA6660        Rapid City, SD-MT-NE-ND

  CEA7760        Sioux Falls, SD-IA-MN-NE

  CEA9523        Worthington, MN-IA

  CEA9529        Missoula, MT

  CEA9530        Butte, MT

  CEA9554        Aberdeen, SD

  CEA9555        Watertown, SD-MN
  -------------- --------------------------------------------------------

**STATEMENT OF**

**CHAIRMAN KEVIN J. MARTIN**

*Re: Applications of Cellco Partnership d/b/a Verizon Wireless and
Atlantis Holdings LLC For Consent to Transfer Control of Licenses,
Authorizations, and Spectrum Manager and De Facto Transfer Leasing
Arrangements and* *Petition for Declaratory Ruling that the Transaction
is Consistent with Section 310(b)(4) of the Communications Act, File
Nos.* 0003463892, *et al*.*, WT Docket No. 08-95.*

Broadband and the advanced applications that it enables have become
increasingly critical drivers of both economic and social development.
With these three items, we take significant steps to advance the roll
out of wireless broadband Internet access to consumers across the
country, and promote long term investment in broadband infrastructure
that will support increased innovation, expanded services and economic
growth in the future. These items also advance networks that are more
open to devices and applications, as we implement the open platform
requirements of the 700 MHz C Block and approve a transaction that will
advance the promises of New Clearwire to allow applications and devices
of the consumers' choice on these networks. Taken together with our
action today approving the use of the television "white spaces" for
unlicensed wireless use, the future of wireless broadband is indeed
bright.

These transactions will provide significant benefits to wireless
consumers. Specifically Verizon will now be able to fill in holes in its
coverage area and provide a more robust national wireless service to its
customers. Notably, Verizon is required to divest overlapping areas,
numbering more than 100.

With respect to roaming, the commitment proposed by Verizon Wireless to
extend its roaming obligations provides added certainty to small and
rural carriers. In addition, Verizon Wireless has made additional
commitments with respect to continuing the Alltel GSM network and
allowing carriers to choose which roaming agreement to continue. This
should all help smaller, rural and regional carriers providing roaming
to their consumers.

Consumers are also beneficiaries of a new entrant into the wireless
market, Clearwire. This provider will enhance competition and solidify
wireless as an additional broadband platform. Moreover, Clearwire
committed to embrace more open networks, one open to all applications
and devices. This approach will spur innovation and give greater choice
and improved services to consumers.

I am also very pleased with the voluntary commitments made by Sprint
Nextel and Verizon Wireless with respect to the Universal Service Fund
and E911 location accuracy. With respect to E911, these companies have
taken a leadership role in the industry and are following through on
their promises to meet E911 location accuracy obligations at the
county-level. This is an issue that is critical to consumers and first
responders, and an issue that has been a priority to me as Chairman.
This commitment will allow first responders to reach those in need more
quickly, and find callers more consistently. This is clearly in the
public interest.

With respect to USF, the phase-out of high-cost competitive ETC funding
to these carriers will provide significant benefits to the fund, while
also providing certainty to the carriers. High-cost support for
competitive ETCs has grown rapidly over the last several years, placing
extraordinary pressure on the federal USF. In 2001, high-cost universal
service support totaled approximately \$2.6 billion. By 2007, the amount
of high-cost support had grown to approximately \$4.3 billion per year.
In recent years, this growth has been due mostly to increased support
provided to competitive ETCs, which receive high-cost support based not
on their own costs, but on the per-line support of the incumbent LECs.
Competitive ETC support, since 2001, has grown from under \$17 million
to over \$1.18 billion---an annual growth rate of over 100 percent. The
offers made by the carriers here provide certainty for the carriers,
while reducing the pressure on the fund over time.

Finally, I note that the industry has made considerable progress with
respect to the issue of openness of devices and applications. With the
issuance of Verizon Wireless's 700 MHz licenses the open platform
obligations we imposed on the C Block become a step closer to
implementation. The availability of third party handsets with the
capability of downloading the applications of the user's choice will
provide substantial opportunities and competitive pressure to ensure
that the benefits of open platforms are realized. Moreover, coupled with
the considerable openness plans that New Clearwire intends to include as
it rolls out its new network and our action today on making available
the white spaces, there is a ripe field for wireless innovation and
growth.

**STATEMENT OF**

**COMMISSIONER MICHAEL J. COPPS**

**CONCURRING IN PART, DISSENTING IN PART**

*Re: Applications of Cellco Partnership d/b/a Verizon Wireless and
Atlantis Holdings LLC For Consent to Transfer Control of Licenses,
Authorizations, and Spectrum Manager and De Facto Transfer Leasing
Arrangements and* *Petition for Declaratory Ruling that the Transaction
is Consistent with Section 310(b)(4) of the Communications Act, File
Nos.* 0003463892, *et al*.*, WT Docket No. 08-95.*

This transaction entails the merger of two of the nation's largest
wireless carriers.  It will create a company with around 80 million
customers---the nation's largest.  But that tells only part of the
story.  Equally important is the geographic scope of this company. 
Although Alltel is by far the smaller of the two carriers when it comes
to customers, its network covers a staggering amount of rural
territory.  The combined entity will have an enormous geographic
footprint, and the combination of the two networks will substantially
reduce consumer choice.  In the short term, of course, the transaction
may bring increased data speeds and handset choices to some rural
areas.  But in the long term, I continue to worry that all the
reductions in competition we have seen in recent years translate into
lower-quality service and higher prices for American consumers.  That's
not the direction we should have been heading.

 

            Today's merger is also seriously bad news for smaller
carriers who rely on roaming---and their customers.  The reason is that
the new, merged network will be the only game in town when it comes to
roaming in many regions of the country.  Smaller carriers that rely on
roaming contracts to provide nationwide service will see a critical
partner eliminated in rural areas.  This development may even put some
smaller carriers out of business---thus further consolidating the
wireless marketplace.  The creation of an ever more dominant carrier
will also have ripple effects in many other parts of the wireless
marketplace---tipping the balance even more towards the network operator
when it comes to dealing with handset manufacturers, content providers,
application designers and the many other companies that will be forced
to ask for "permission to innovate."

 

            I must limit myself to concurrence in part of this
proceeding and also to a partial dissent.  I concur in part only because
the company and my colleagues have agreed to modest roaming conditions
that will partly---but only partly---ameliorate the problems of creating
such an enormous force in the wireless marketplace.  The main conditions
we secure today are a commitment by Verizon Wireless to extend existing
roaming contracts for four years and to maintain Alltel's existing GSM
network "indefinitely."  These provisions are better than nothing---and
better than what was originally proposed when this item was
circulated---but I cannot say that they answer more than a portion of my
concerns.  And I am disappointed that discussions suggesting a seven
year roaming commitment did not end successfully.

 

            Today's item also requires the merged entity to meet
important E911 location accuracy benchmarks and to open its books to
ensure that its Universal Service Fund support is commensurate with its
real costs of providing service.  These are two reforms that I have
supported in other proceedings and I am glad that consumers will benefit
from them here.  But, again, I cannot say that these conditions turn the
balance in favor of the public interest. 

 

            Finally, I must note one additional element that I would
have preferred to handle differently.  The Commission has a statutory
duty to prevent undue consolidation in the wireless marketplace.  A
spectrum cap---or the far less robust "spectrum screen" that the
Commission, over my objection, uses instead---is a critical tool to
enforcing this policy.  As I have stated before, I believe the right way
to account for new bands that have been made available for advanced
wireless services would be through a comprehensive, industry-wide
proceeding that would establish appropriate rules for valuing the
relative desirability of different spectrum.  But we have not conducted
such a proceeding.  Instead, we simply raise the spectrum screen in an
ad hoc fashion merger-by-merger.  While I appreciate the willingness of
my colleagues to fashion a spectrum screen for this transaction that
somewhat reasonably (but far from perfectly) reflects the current
marketplace, I think that a general rulemaking is still necessary and
desirable.

Thanks to the Bureau and thanks to my colleagues for their hard work on
this proceeding.

**STATEMENT OF**

**COMMISSIONER JONATHAN S. ADELSTEIN**

**CONCURRING IN PART, DISSENTING IN PART**

*Re: Applications of Cellco Partnership d/b/a Verizon Wireless and
Atlantis Holdings LLC For Consent to Transfer Control of Licenses,
Authorizations, and Spectrum Manager and De Facto Transfer Leasing
Arrangements and* *Petition for Declaratory Ruling that the Transaction
is Consistent with Section 310(b)(4) of the Communications Act, File
Nos.* 0003463892, *et al*.*, WT Docket No. 08-95.*

The Commission must carefully assess whether transactions before us will
benefit the public interest. This merger required close scrutiny because
of its scope involving two of the largest cell phone service providers
in the country. The combined Verizon-Alltel will provide overwhelming
coverage to the U.S. population and will serve over 80 million
subscribers. I remain deeply concerned about consolidation in the
wireless marketplace and the loss of a key roaming partner as a result
of this merger. As such, I ultimately concur and dissent in part to this
transaction because while there are demonstrable public interest
benefits, the Order before us does not include a comprehensive of
conditions to address the very real competitive harms that have been
raised by this merger.

The Applicants argue that a grant of this transaction will result in
expanded services and features for wireless consumers, particularly in
rural areas. The Applicants also submit that the merger would enable the
combined entity to increase broadband deployment and next generation
services and provide a higher quality of service. Applicants similarly
point out the resulting increased efficiencies and economies of scale
and scope as a result of combined resources. These are valid arguments,
and I certainly support the improved service to Rural America that could
result from this transaction. Still, I do not believe we have done
enough here to remedy the competitive concerns that are likely in the
marketplace for these services.

I am very concerned that the merger of these two entities will reduce
competition in the wireless marketplace. I can not fully support this
merger in the absence of reasonable conditions. Competition is essential
to keeping consumer costs down and driving innovation. I am particularly
concerned that a decrease in competition in this instance may have a
dramatic effect on the roaming market, and hence on consumers of
competing, and smaller, wireless service operators. With the loss of the
largest regional CDMA carrier resulting from this transaction, and with
only two available CDMA carriers nationwide, there is a real concern
that smaller carriers may be unable to negotiate reasonable and
nondiscriminatory roaming terms with national carriers. Not only does
this threaten consistency in service across the country, with fewer
carriers in each market, but roaming rates can easily rise and the costs
may ultimately be passed on to consumers. This will undercut the
remaining competitive carriers, potentially resulting in reduced
competition in the local and national retail market. I would have
preferred that the majority adopt transaction specific, pro-competitive
conditions to address these very legitimate and specific competitive
harms.

The interests of rural consumers and small carriers, to whom roaming is
essential, will be protected in part by ensuring that reasonable and
nondiscriminatory obligations consistent with sections 201, 202, and 208
of the Communications Act are applicable. I thank my colleagues for
ensuring that this was made clear in this item. And while I appreciate
that this item incorporates the commitment to extend the duration of
Alltel and Verizon agreements for up to four years, this commitment
alone is inadequate. I would have preferred more rigorous safeguards
regarding roaming obligations beyond those set forth in the item and
consistent with the consensus proposal put on the record by affected
carriers.

For these reasons, I dissent in part and concur in part in my decision
today.

**STATEMENT OF**

**COMMISSIONER DEBORAH TAYLOR TATE**

*Re: Applications of Cellco Partnership d/b/a Verizon Wireless and
Atlantis Holdings LLC For Consent to Transfer Control of Licenses,
Authorizations, and Spectrum Manager and De Facto Transfer Leasing
Arrangements and* *Petition for Declaratory Ruling that the Transaction
is Consistent with Section 310(b)(4) of the Communications Act, File
Nos.* 0003463892, *et al*.*, WT Docket No. 08-95.*

Like most mergers of established industry players, the merger of Verizon
Wireless and Alltel raises important public policy issues. First, there
are the potential risks of anticompetitive harm if the merged entity
gains substantial market power. On the other hand, potential benefits to
consumers may accrue. These potential costs and benefits must be
seriously evaluated. In this instance, both the Department of Justice
(DOJ) and the Commission have determined that the transaction is in the
public interest, subject to certain conditions, to which the parties
have agreed.

The conditions applied to this merger are especially important to ensure
competition and, ultimately, to protect consumers. First, as a result of
its negotiations with DOJ, the merged firm will divest spectrum in 100
cellular markets where Verizon Wireless and Alltel have a significant
amount of spectrum overlap. In reviewing this transaction, the
Commission agreed that such a divestiture was necessary, and it further
determined that divestiture also was appropriate in an additional five
markets, including one market in Johnson County, Tennessee. All of this
divested spectrum will be made available to existing and potential
service providers in these markets, thus helping to ensure competition.

In addition, this order establishes specific requirements related to
roaming services the merged entity will provide. Most notably, Verizon
Wireless will honor the existing roaming agreements -- whether
contracted with them or Alltel -- for four years. A number of parties,
especially mid-sized, small and rural providers, expressed concern that
there are too few roaming providers utilizing CDMA technology, and that
the proposed merger would even further reduce this number. By
maintaining roaming agreements for this longer period of time, it is
more likely that Long Term Evolution (LTE) will be available from other
providers -- including AT&T, which does not offer CDMA service -- when
many of these roaming contracts expire. This will help ensure more
competition in the provision of roaming service at that time.

Finally, this transaction offers real, merger-specific consumer benefits
that should not be ignored. Current customers of Alltel may now enjoy
many services that already are available to Verizon Wireless customers.
Thus, given that Alltel serves rural areas that are not currently served
by Verizon Wireless, the merger will make it possible for more rural
Americans to join the Verizon Wireless nationwide network, along with
its faster deployment of advanced services such as broadband. The
combined entity also will have a larger geographic footprint, which will
benefit all of its subscribers. At a time when current economic
conditions make it difficult to expand, upgrade, or even make a normal
investment in expensive communications networks, a transaction that
would result in an expanded footprint and upgraded services, especially
in rural America, may provide some real public benefits.

Given these reasonable merger conditions and likely pro-consumer
benefits, I join my colleagues in approving this item. I thank the staff
of the Wireless Bureau for their many hours of hard work in evaluating
this transaction and for their commitment to ensuring a pro-competitive
telecommunications marketplace for years to come.

**STATEMENT OF**

**COMMISSIONER ROBERT M. McDOWELL**

**APPROVING IN PART, CONCURRING IN PART**

*Re: Applications of Cellco Partnership d/b/a Verizon Wireless and
Atlantis Holdings LLC For Consent to Transfer Control of Licenses,
Authorizations, and Spectrum Manager and De Facto Transfer Leasing
Arrangements and* *Petition for Declaratory Ruling that the Transaction
is Consistent with Section 310(b)(4) of the Communications Act, File
Nos.* 0003463892, *et al*.*, WT Docket No. 08-95.*

I am voting to approve this order because I am satisfied that the
spectrum divestitures set forth in the order essentially enforce the
same limits on consolidation that we have applied since the Commission
adopted its case-by-case approach to evaluating proposed mobile
transactions. Accordingly, the parties have voluntarily taken steps to
prevent consolidation in individual markets from advancing to a point
that may threaten competition and potentially harm consumers. I am
particularly pleased that the transaction has the potential to benefit
customers in rural America by enabling Verizon Wireless to bring its
technical expertise and commitment to deploying cutting-edge, high speed
wireless broadband technology to these areas.

With respect to roaming obligations, I am pleased by Verizon Wireless's
commitment to keep in place for four years its current roaming rates.
The company has also agreed to keep the rates set forth in Alltel's
existing agreements with each non-nationwide carrier for the full term
of a current agreement, or for four years from the closing date of this
transaction, whichever occurs later. I support this condition because it
is limited in scope and merger-specific. For the same reason, I am glad
we have taken this opportunity to opine on the protections afforded to
all carriers pursuant to sections 201, 202 and 208 of the Communications
Act. Going forward, carriers requiring roaming now have more legal
clarity should they need to avail themselves of the Commission's
complaint process.

On the other hand, I can only concur to the universal service condition
imposed here. First, this condition is not merger-specific. In addition,
while I may agree with some of the universal service policies contained
in this order, I see no need to potentially prejudice the Commission's
ongoing rulemaking on this important matter. This is especially the case
given that I, along with three of my colleagues, have made public our
commitment to wrap up our work on universal service reform no later than
December 18, 2008. Moreover, the text of today's order is unclear as to
whether our action today would be superseded by action in the universal
service proceeding.

Nonetheless, I am please to support the overall order. Many thanks to
the bureaus and my colleagues for their work on this matter.

[^1]: 47 U.S.C. §§ 214, 310(d).

[^2]: File No. 0003463892 has been designated the lead application
    ("Application") for the wireless radio services. The other
    applications contain an exhibit referring to the exhibits attached
    to file no. 0003463892. Thus, for convenience, when referring to
    these applications, we only cite to the lead Application. For a
    complete list of applications involved in this transaction, see
    Verizon Wireless and Atlantis Holdings LLC Seek FCC Consent to
    Transfer Licenses, Spectrum Manager and *De Facto* Transfer Leasing
    Arrangements, and Authorizations, and Request a Declaratory Ruling
    on Foreign Ownership, WT Docket No. 08-95, *Public Notice*, 23 FCC
    Rcd 10004 (2008). Some applications have been amended to reflect the
    cancellation of licenses and/or to add after-acquired licenses.
    *See* File No. 0003464703 (amended Oct. 31, 2008) (removing a
    canceled microwave license); File No. 0003464848 (amended Oct. 31,
    2008) (removing a canceled microwave license); File No. 0003463892
    (amended Oct. 31, 2008 and Nov. 4, 2008) (removing canceled paging
    and microwave licenses); File No. 0003464857 (amended Oct. 31, 2008)
    (adding after-acquired microwave licenses); File No. 0003465010
    (amended Oct. 31, 2008) (removing a canceled microwave license);
    File No. 0003464786 (amended Oct. 31, 2008) (adding after-acquired
    microwave licenses); File No. 0003464784 (amended Oct. 31, 2008)
    (removing a canceled microwave license and adding after-acquired
    microwave licenses); File No. 0003464776 (amended Oct. 31, 2008)
    (removing canceled microwave licenses).

[^3]: *See* File Nos. ITC-T/C-20080613-00270, ITC-T/C-20080613-00271,
    ITC-T/C-20080613-00272.

[^4]: 47 U.S.C. § 310(b)(4). *See* Request for Declaratory Ruling on
    Foreign Ownership, File Nos. ISP-PDR-20070928-00012 ("Petition for
    Declaratory Ruling").

[^5]: 47 U.S.C. §§ 214(a), 310(b)(4), 310(d).

[^6]: The Applicants state that there are 395 Cellular Market Areas
    ("CMAs") in which Verizon Wireless and ALLTEL have spectrum
    overlaps. *See* Application, Exhibit 4: Spectrum Aggregation.

[^7]: The markets identified by the initial screen were 218 CMAs and 116
    Component Economic Areas ("CEAs"). The 218 CMAs and 116 CEAs are
    listed in Appendix C. For convenience, in this Memorandum Opinion
    and Order and Declaratory Ruling we simply refer to the 218 CMAs.
    *See* Appendix C.

[^8]: *See* Verizon Communications Inc., Form 10-K, at 7 (filed Feb. 28,
    2008) ("Verizon Form 10-K"), *available at*
    http://www.sec.gov/Archives/edgar/data/732712/000119312508042027/d10k.htm
    (last visited Aug. 4, 2008); Verizon Communications, 2007 Annual
    Report, at 26 ("Verizon Annual Report"), *available at*
    http://investor.verizon.com/financial/quarterly/pdf/07_annual_report.pdf
    (last visited Aug. 1, 2008). While Verizon Wireless is not a
    reporting company under the Securities Exchange Act of 1934 and does
    not make SEC filings, information about Verizon Wireless is included
    in earnings announcements and SEC filings by Verizon Communication,
    Inc. *See* Verizon Wireless, Investors,
    http://news.vzw.com/investor/index.html (last visited Aug. 1, 2008).

[^9]: *See* Verizon Form 10-K at 7; Verizon Annual Report at 26.

[^10]: *See* Application, Public Interest Statement at 1.

[^11]: Application, Public Interest Statement at 3; Verizon Wireless,
    About Us, Facts-at-a-Glance, http://aboutus.vzw.com/ataglance.html
    ("Verizon Wireless Facts") (last visited Aug. 1, 2008).

[^12]: *See* Verizon Form 10-K at 7; Verizon Wireless, About Us,
    Overview, http://aboutus.vzw.com/ aboutusoverview.html ("Verizon
    Wireless Overview") (last visited Aug. 1, 2008); Verizon Wireless
    Facts at 1.

[^13]: *See* Verizon Form 10-K at 7; Verizon Wireless Overview at 1;
    Verizon Wireless Facts at 1.

[^14]: Verizon Annual Report at 2, 26; Verizon Wireless, Press Kit, at 2
    (May 30, 2008) ("Verizon Wireless Press Kit"), *available at*
    http://news.vzw.com/pdf/Verizon_Wireless_Press_Kit.pdf (last visited
    Aug. 1, 2008); Verizon Wireless Overview at 1; Verizon Wireless
    Facts at 1.

[^15]: *See* Verizon Communications Inc., Form 8-K, Exhibit 99.1 at 1
    (filed July 22, 2008), *available at*
    http://www.sec.gov/Archives/edgar/data/732712/000119312508155338/dex99.htm
    (last visited Aug. 4, 2008); Verizon Wireless, Investor Relations,
    Business Units, Domestic Wireless,
    http://investor.verizon.com/business /wireless.aspx ("Verizon
    Domestic Wireless") (last visited Aug. 1, 2008). At the time it
    filed the Application seeking consent to the proposed transaction,
    Verizon Wireless stated that it had 67 million customers. *See*
    Application, Public Interest Statement at 2.

[^16]: *See* Verizon Domestic Wireless at 1.

[^17]: Verizon Wireless's EvDO network is available in 248 major
    metropolitan areas and 232 major airports across the United States.
    Application, Public Interest Statement at 12. Verizon Wireless has
    deployed EvDO Rev. A technology wherever it has deployed EvDO
    technology. *See* Letter from Kathleen Q. Abernathy, Counsel for
    Atlantis Holdings LLC, and Nancy J. Victory, Counsel for Verizon
    Wireless, to Marlene H. Dortch, Secretary, Federal Communications
    Commission, at 3 (Sept. 17, 2008) ("Information Request Response").

[^18]: *See* Application, Public Interest Statement at 2; Verizon Form
    10-K at 8. At the end of second quarter 2008, Verizon Wireless's
    network provided 1xRTT and EvDO/EvDO Rev. A technology to 267.8 and
    256.5 million POPs in approximately \[REDACTED\] and \[REDACTED\] of
    the U.S. geographic area, including in 333 and 287 RSAs,
    respectively. *See* Information Request Response at 3. Verizon
    reported that, as of December 2007, EvDO Rev. A was available to
    more than 240 million Americans. *See* Verizon Form 10-K at 8;
    Verizon, Investor Relations, Company Profile, Corporate History,
    Recent History,
    http://investor.verizon.com/profile/history/history_001.aspx
    ("Verizon Recent History") (last visited Aug. 4, 2008); Verizon
    Press Kit at 3.

[^19]: *See* Information Request Response at 3. As of December 30, 2007,
    Verizon Wireless reported that its digital network covered
    approximately 265 million POPs. *See* Verizon Form 10-K at 8;
    Verizon Wireless Press Kit at 3.

[^20]: Verizon Form 10-K at 8; *see also* Verizon Recent History at1.

[^21]: *See* Information Request Response at 3. The Applicants state
    that the network coverage data includes only the network using 800
    MHz cellular and 2 GHz broadband PCS spectrum. *Ex Parte* Letter
    from Eric W. DeSilva and Tom W. Davidson, to Marlene H. Dortch,
    Secretary, Federal Communications Commission, at 1 (Oct. 14, 2008)
    ("Verizon Wireless October 14, 2008 Informational *Ex Parte*
    Letter.")

[^22]: *See* Information Request Response at 3. The Applicants state
    that the license coverage data includes 800 MHz cellular, 2 GHz
    broadband PCS spectrum, 700 MHz, and Advanced Wireless Services
    ("AWS") spectrum. Verizon Wireless October 14, 2008 Informational
    *Ex Parte* Letter at 1.

[^23]: *See* Auction of 700 MHz Band Licenses Closes; Winning Bidders
    Announced for Auction 73, *Public Notice*, 23 FCC Rcd 4572 (WTB
    2008). This spectrum is not included in the license coverage data
    provided in the Information Request Response. *See* Verizon Wireless
    October 14, 2008 Informational *Ex Parte* Letter at 1.

[^24]: Verizon Form 10-K at 3; Verizon Recent History at 1.

[^25]: Verizon, Investor Relations, Company Profile, Overview,
    http://investor.verizon.com/profile/overview.aspx ("Verizon
    Overview") (last visited Aug. 4, 2008).

[^26]: *See* Verizon Annual Report at 18, 44; Verizon, Investor
    Relations, Business Units, http://investor.verizon.com/
    business/index.aspx ("Verizon Business Units") (last visited Aug. 4,
    2008).

[^27]: *See* Verizon Form 10-K at 3; Verizon Annual Report at 23, 24;
    Recent History at 2; Verizon, Investor Relations, Business Units,
    Wireline -- Verizon Telecom,
    http://investor.verizon.com/business/wireline.aspx (last visited
    Aug. 4, 2008).

[^28]: *See* Verizon Form 10-K at 3; Verizon Annual Report at 23, 24.

[^29]: Verizon Form 10-K at 5; Verizon Recent History at 1.

[^30]: *See* Verizon Recent History at 1-2.

[^31]: Verizon Form 10-K at 3; Verizon Annual Report at 20, 24.

[^32]: Verizon Form 10-K at 16; Verizon, Corporate History,
    http://investor.verizon.com/profile/history/index.aspx (last visited
    Aug. 4, 2008).

[^33]: Verizon Annual Report at 2, 5, 20; Verizon Recent History at 2.

[^34]: Vodafone, About Vodafone,
    http://www.vodafone.com/start/investor_relations/vodafone_at_a_glance0.html
    (last visited Aug. 4, 2008) ("About Vodafone").

[^35]: Verizon Form 10-K at 7.

[^36]: *See* About Vodafone; Vodafone, Fact Sheet,
    http://www.vodafone.com/start/investor_relations/
    vodafone_at_a_glance0/fact_sheet.html (last visited Aug. 4, 2008).

[^37]: *See* Vodafone, Structure and Management,
    http://www.vodafone.com/start/investor_relations/
    structure_and_management.html (last visited Aug. 4, 2008).

[^38]: *See* About Vodafone.

[^39]: *Id*.; Vodafone Group Plc, Annual Report For the year ended March
    31 2007, at 1, 4 ("Vodafone Annual Report"), *available at*
    http://www.vodafone.com/etc/medialib/attachments/agm_2008.Par.77336.File.dat/
    2008_Annual_Report_FINAL.pdf (last visited Aug. 4, 2008).

[^40]: Vodafone Annual Report at 1, 4.

[^41]: *Id*. at 1, 4, 30.

[^42]: *See* ALLTEL Corporation, Form 10-K (Amendment No. 1) at 1, 2
    (filed June 16, 2008) ("ALLTEL Form 10-K"), *available at*
    http://www.sec.gov/Archives/edgar/data/65873/000006587308000016/alltel10ka061608.htm
    (last visited Aug. 5, 2008).

[^43]: *Id*. at 1.

[^44]: ALLTEL Fact Sheet at 1.

[^45]: *See* ALLTEL Corporation, Form 8-K, Exhibit 99.A at 1 (filed May
    15, 2008) ("ALLTEL May 15, 2008 Form 8-K"), *available at*
    http://www.sec.gov/Archives/edgar/data/65873/000006587308000012/alltelex99a051508.htm
    (last visited Aug. 5, 2008); Application, Public Interest Statement
    at 4.

[^46]: Application, Public Interest Statement at 4.

[^47]: *See* ALLTEL Form 10-K at 1: ALLTEL May 15, 2008 Form 8-K at 1.

[^48]: *See* Application, Public Interest Statement at 4-5. As of
    December 31, 2007, 1xRTT and EvDO Rev. 0 data coverage by ALLTEL was
    available to 96% and 76% of its customer base, respectively. *See*
    Application, Public Interest Statement at 5; ALLTEL Form 10-K at 2.
    1xRTT, EvDO, and EvDO Rev. A technology was available to 76, 57.9,
    and \[REDACTED\] POPs in a geographic area covering \[REDACTED\],
    \[REDACTED\], and \[REDACTED\] of the U.S., including 254, 211, and
    \[REDACTED\] RSAs, respectively. *See* Information Request Response
    at 4.

[^49]: *See* Information Request Response at 4; *see also* discussion
    *supra* note 21 (discussing network coverage data).

[^50]: *See* Information Request Response at 5. ALLTEL has deployed GPRS
    throughout its entire GSM network and EDGE technology to
    approximately \[REDACTED\] POPs in a geographic area covering
    \[REDACTED\] of the U.S., which includes \[REDACTED\] RSAs. *See
    id*.

[^51]: *See id.* at 4; *see also* discussion *supra* note 22 (discussing
    license coverage data). The Applicants note that ALLTEL's cellular
    and PCS licenses cover an area that includes 267 RSAs. In the
    Application, the Applicants state that ALLTEL had cellular and PCS
    licenses that covered 265 RSAs, but they informed the Commission in
    the Joint Opposition that they had not included two additional RSAs
    in the original footprint calculations. *See* Information Request
    Response at 4.

[^52]: *See* ALLTEL Corporation, Form 602, File No. 0003382148, at
    Attachments 1, 2, 5 (April 2, 2008) ("ALLTEL Form 602");
    Applications of ALLTEL Corporation, Transferor, and Atlantis
    Holdings LLC, Transferee, For Consent To Transfer Control of
    Licenses, Leases and Authorizations, WT Docket No. 07-128,
    *Memorandum Opinion and Order*, 22 FCC Rcd 19517, 19518 ¶ 3 (2007)
    ("*ALLTEL-Atlantis Order*" ); ALLTEL May 15, 2008 Form 8-K at 7.
    *See, e.g.,* Lead Application, File No. 0003040113 (filed June 6,
    2007); Notification of Consummation, File No. 0003257136 (filed Dec.
    12, 2007) (notifying the Commission of the consummation of lead
    application, File No. 0003040113, on November 16, 2007). The
    transaction was completed through the merger of Atlantis Merger Sub,
    Inc., a wholly-owned subsidiary of Atlantis, with and into ALLTEL,
    with ALLTEL surviving as a privately-held, wholly-owned subsidiary
    of Atlantis. *See* *ALLTEL-Atlantis Order*, 22 FCC Rcd at 19518 ¶ 3;
    ALLTEL Form 10-K at 1; ALLTEL May 15, 2008 Form 8-K at 7.

[^53]: *ALLTEL-Atlantis Order*, 22 FCC Rcd at 19518 ¶ 3.

[^54]: The managing member controlled by TPG, as discussed in the
    *ALLTEL-Atlantis Order*, was TPG Atlantis V-A, L.P. *See* *id*. The
    Applicants state that the name of this partnership was changed to
    TPG Media V - AIV 1, L.P. *See* Verizon Wireless October 14, 2008
    Informational *Ex Parte* Letter at 1.

[^55]: ALLTEL Form 602 at Attachment 5; *ALLTEL-Atlantis Order*, 22 FCC
    Rcd at 19518 ¶ 3. TPG Media 5 -- AIV 1, L.P. replaced the TPG
    managing member of Atlantis, TPG Atlantis V-A, L.P., at the time of
    the consummation of the merger.

[^56]: ALLTEL Form 602 at Attachment 5; *ALLTEL-Atlantis Order*, 22 FCC
    Rcd at 19518 ¶ 3. Other investment funds ultimately controlled by
    the principals of TPG and/or Goldman Sachs hold non-controlling
    interests in Atlantis. ALLTEL Form 602 at Attachment 5;
    *ALLTEL-Atlantis Order*, 22 FCC Rcd at 19518 ¶ 3.

[^57]: *See* ALLTEL Form 10-K at 1 (stating that, on November 30, 2007,
    ALLTEL's common stock was deregistered and is no longer listed on
    any stock exchange or quotation system)*.*

[^58]: *See* ALLTEL Corporation, Form 8-K at 1 (filed June 11, 2008)
    ("ALLTEL June 11, 2008 Form 8-K"), *available at*
    http://www.sec.gov/Archives/edgar/data/65873/000089882208000656/eightk.htm
    (last visited Aug. 5, 2008); Verizon Communications Inc., Form 8-K
    at 1 (filed June 11, 2008) ("Verizon June 11, 2008 Form 8-K"),
    *available at*
    http://www.sec.gov/Archives/edgar/data/732712/000119312508131890/d8k.htm
    (last visited Aug. 5, 2008).

[^59]: *See* ALLTEL June 11, 2008 Form 8-K at 1; Verizon June 11, 2008
    Form 8-K at 1.

[^60]: *See* ALLTEL Form 10-K at 2.

[^61]: *See* ALLTEL June 11, 2008 Form 8-K at 1; Verizon June 11, 2008
    Form 8-K at 1; Application, Public Interest Statement at 5.

[^62]: *See* ALLTEL June 11, 2008 Form 8-K at 1; Verizon June 11, 2008
    Form 8-K at 1; Application, Public Interest Statement at 5-6.

[^63]: *See* Application, Public Interest Statement at 6; Merger
    Agreement at 3.

[^64]: Merger Agreement at 4.

[^65]: Application, Public Interest Statement at 7.

[^66]: Information Request Response at 6.

[^67]: *See* Application, Public Interest Statement at 9-29.

[^68]: ALLTEL's footprint covers 265 RSAs and 1,455 counties having a
    population density of less than 100 persons per square mile. *See
    id.* at 11.

[^69]: *See id.* at 9.

[^70]: *See id.* at 13-14, 23.

[^71]: *See id .*at 11, 24.

[^72]: *See id.* at 9, 12-13. Specifically, the Applicants state that
    1xRTT, EvDO, and EvDO Rev. A technology will be available to 287.5,
    268.4, and 257.8 million POPs, representing 400, 373, and 293 RSAs,
    respectively. *See* Information Request Response at 6. The combined
    entity will continue to provide a GSM network to 8.5 million POPs.
    *See id*.

[^73]: *See* Application, Public Interest Statement at 10.

[^74]: *See id.* at 10, 18-22.

[^75]: *See id.* at 13-14, 23-25.

[^76]: *See id.* at 28-30.

[^77]: *See id.* at 27-30.

[^78]: 47 U.S.C. § 310(d).

[^79]: *See* discussion of wireless radio service applications filed
    *supra* note 2.

[^80]: 47 U.S.C. § 214.

[^81]: File No. ITC-T/C-20080613-00270 (Kin Network Inc.) seeks
    Commission approval for the transfer of an international and
    domestic section 214 from Atlantis to Verizon Wireless. File nos.
    ITC-T/C-20080613-00271 (ALLTEL Communications, LLC) and
    ITC-T/C-20080613-00272 (Western Wireless, LLC) seek Commission
    approval for the transfer of international section 214s from
    Atlantis to Verizon Wireless.

[^82]: 47 U.S.C. § 310(b)(4). *See supra* note 4.

[^83]: *See* Verizon Wireless and Atlantis Holdings LLC Seek FCC Consent
    to Transfer Licenses, Spectrum Manager and De Facto Transfer Leasing
    Arrangements, and Authorizations, and Request a Declaratory Ruling
    on Foreign Ownership, WT Docket No. 08-95, *Public Notice*, 23 FCC
    Rcd 10004 (2008) ("Public Notice").

[^84]: *Ex Parte* Letter from John T. Scott, III, Vice President &
    Deputy General Counsel Regulatory Law, Verizon Wireless, to Marlene
    H. Dortch, Secretary, Federal Communications Commission (July 22,
    2008) ("Verizon Wireless July 22, 2008 *Ex Parte* Filing").

[^85]: Verizon Wireless July 22, 2008 *Ex Parte* Filing at 1. In regard
    to these divestitures, Verizon Wireless stated that "\[t\]he
    specific spectrum, operations and other assets that will be divested
    in each market will be determined as part of ongoing discussions
    with the Department of Justice." *Id.* at 1-2. For a list of the
    markets that Verizon Wireless voluntarily committed to divest, see
    *infra* Appendix B.

[^86]: Verizon Wireless July 22, 2008 *Ex Parte* Filing at 2.

[^87]: *Id*.

[^88]: Motion for Extension of Time, filed by Rural Telecommunications
    Group, Inc., WT Docket No. 08-95, at 1 (filed July 23, 2008) ("Rural
    Telecommunications Group Extension Motion"). Rural
    Telecommunications Group also filed an erratum to the Rural
    Telecommunications Group Extension Motion in order to correct
    contact information. Erratum to Motion for Extension of Time, filed
    by Rural Telecommunications Group, Inc., WT Docket No. 08-95 (filed
    July 24, 2008).

[^89]: Comments in Support of Rural Telecommunications Group Motion for
    Extension of Time, filed by National Telecommunications Cooperative
    Association, at 1 (filed July 24, 2008); Comments in Support of
    Rural Telecommunications Group Motion for Extension of Time, filed
    by Blooston, Mordkofsky, Dickens, Duffy & Prendergast, LLP, at 1
    (filed July 24, 2008).

[^90]: Letter from Larry A. Blosser, Attorney, to Marlene H. Dortch,
    Secretary, Federal Communications Commission, WT Docket No. 08-95
    (July 24, 2008).

[^91]: Opposition of Atlantis Holdings LLC and Cellco Partnership d/b/a
    Verizon Wireless to Motion for Extension of Time of Rural
    Telecommunications Group, Inc., WT Docket No. 08-95 (filed July 24,
    2008).

[^92]: Written *Ex Parte* Presentation from Kathleen Q. Abernathy,
    Counsel to Atlantis Holdings LLC, and Nancy J. Victory, Counsel to
    Cellco Partnership, to Marlene H. Dortch, Secretary, Federal
    Communications Commission, WT Docket No. 08-95 (July 24, 2008).

[^93]: Reply to Atlantis and Verizon Wireless Opposition to RTG Motion
    for Extension of Time (filed July 24, 2008).

[^94]: Applications of Cellco Partnership d/b/a Verizon Wireless and
    Atlantis Holdings LLC For Consent to *Transfer* Control of Licenses,
    Authorizations, and Spectrum Manager and *De Facto* Transfer Leasing
    Arrangements and Petition for Declaratory Ruling that the
    Transaction is Consistent with Section 310(b)(4) of the
    Communications Act, WT Docket No. 08-95, *Order*, 23 FCC Rcd 11210
    (WTB 2008) ("Extension Order").

[^95]: *See* *id.* at 11214 ¶ 11.

[^96]: *See id*.

[^97]: *See* Appendix A.

[^98]: Joint Opposition to Petition to Deny and Comments (filed Aug. 19,
    2008) ("Joint Opposition").

[^99]: *See* Appendix A.

[^100]: *See id*.

[^101]: *Ex Parte* Letter from John T. Scott, III, Vice President &
    Deputy General Counsel Regulatory Law, Verizon Wireless, to Marlene
    H. Dortch, Secretary, Federal Communications Commission, at 1 (Oct.
    7, 2008) ("Verizon Wireless October 7, 2008 *Ex Parte* Filing").

[^102]: Verizon Wireless October 7, 2008 *Ex Parte* Filing at 2.

[^103]: *Id*.

[^104]: *Id*.

[^105]: Applications of Cellco Partnership d/b/a Verizon Wireless and
    Atlantis Holdings LLC For Consent to Transfer Control of Licenses,
    Authorizations, and Spectrum Manager and *De Facto* Transfer Leasing
    Arrangements and Petition for Declaratory Ruling that the
    Transaction is Consistent with Section 310(b)(4) of the
    Communications Act, WT Docket No. 08-95, *Protective Order*, 23 FCC
    Rcd 11154 (WTB 2008) ("Protective Order").

[^106]: Applications of Cellco Partnership d/b/a Verizon Wireless and
    Atlantis Holdings LLC For Consent to Transfer Control of Licenses,
    Authorizations, and Spectrum Manager and *De Facto* Transfer Leasing
    Arrangements Numbering Resource Utilization and Forecast (NRUF)
    Reports and Local Number Portability Reports Placed into the Record,
    Subject to Protective Order, WT Docket No. 08-95, CC Docket No.
    99-200, *Public Notice*, 23 FCC Rcd 11398 (WTB 2008); Applications
    of Cellco Partnership d/b/a Verizon Wireless and Atlantis Holdings
    LLC For Consent to Transfer Control of Licenses, Authorizations, and
    Spectrum Manager and *De Facto* Transfer Leasing Arrangements and
    Petition for Declaratory Ruling that the Transaction is Consistent
    with Section 310(b)(4) of the Communications Act, WT Docket No.
    08-95, CC Docket No. 99-200, *Protective Order*, 23 FCC Rcd 11401
    (WTB 2008) ("NRUF Protective Order").

[^107]: 47 U.S.C. § 308(b).

[^108]: Letter from James D. Schlichting, Acting Chief, Wireless
    Telecommunications Bureau, Federal Communications Commission, to
    Kathleen Q. Abernathy, Akin Gump Strauss Hauer & Feld LLP, and Nancy
    J. Victory, Wiley Rein LLP (Sept. 11, 2008) ("Information Request").

[^109]: *See id*. at Attachment.

[^110]: *See id*. The Commission requested that the response to the
    Information Request be filed by September 22, 2008. *See id*.

[^111]: *See id.* at 1.

[^112]: *Ex Parte* Letter from Kathleen Q. Abernathy, Akin Gump Strauss
    Hauer & Feld LLP, and Nancy J. Victory, Wiley Rein LLP, to Marlene
    H. Dortch, Secretary, Federal Communications Commission (Oct. 1,
    2008) ("Verizon Wireless October 1, 2008 *Ex Parte* Letter").

[^113]: Verizon Wireless October 14, 2008 Informational *Ex Parte*
    Letter; *Ex Parte* Letter from Nancy J. Victory, Wiley Rein LLP, to
    Marlene H. Dortch, Secretary, Federal Communications Commission
    (Oct. 14, 2008) ("Verizon Wireless October 14, 2008 Trust *Ex Parte*
    Letter").

[^114]: Verizon Wireless October 14, 2008 Informational *Ex Parte*
    Letter at 1.

[^115]: Verizon Wireless October 14, 2008 Trust *Ex Parte* Letter at 1.

[^116]: *Ex Parte* Letter from John T. Scott, III, Vice President &
    Deputy General Counsel Regulatory Law, Verizon Wireless, to Marlene
    H. Dortch, Secretary, Federal Communications Commission (Nov. 3,
    2008) ("Verizon Wireless November 3, 2008 *Ex Part*e Letter").

[^117]: 15 U.S.C. § 18. DOJ does not review mergers below certain
    statutorily mandated dollar thresholds, which are currently
    approximately \$63 million (where certain other factors are present)
    and \$252 million. 15 U.S.C. § 18a.

[^118]: Department of Justice, *Press Release*, Justice Department
    Requires Divestitures in Verizon's Acquisition of ALLTEL (Oct. 30,
    2008), *available at*
    http://www.usdoj.gov/opa/pr/2008/October/08-at-970.html (last
    visited Oct. 31, 2008). DOJ also reviewed some markets, as part of
    the proposed transaction, that ALLTEL and the predecessors of
    Verizon had divested in the prior ALLTEL-Midwest and Bell
    Atlantic-GTE transactions, respectively. Some of the business units
    and licenses that were divested as part of the ALLTEL-Midwest
    transaction were acquired by Verizon Wireless and some of the
    business units and licenses that were divested as part of the Bell
    Atlantic-GTE transaction were subsequently acquired by ALLTEL. The
    DOJ final judgments in the ALLTEL-Midwest and Bell Atlantic-GTE
    transactions preclude the reacquisition of the business units in
    these markets by the combined entity. After review of these markets
    and to facilitate the consummation of the proposed transaction, DOJ
    will allow the combined entity to reacquire the wireless system
    assets in 4 CMAs divested as part of the ALLTEL-Midwest Wireless
    transaction provided it sells these reacquired assets. *See* United
    States of America and State of Minnesota v. ALLTEL Corporation and
    Midwest Wireless Holdings L.L.C., Memorandum of Plaintiff United
    Stets in Support of Joint Motions to Modify Final Judgment, Case No.
    06-3631, at 3, 6-8 (filed Oct. 30, 2008) ("DOJ ALLTEL-Midwest
    Memorandum"). DOJ will also allow the combined entity to reacquire
    the wireless system assets in 25 CMAs divested as part of the Bell
    Atlantic-GTE transaction provided it sells the reacquired assets in
    3 CMAs. *See* United States of America v. Bell Atlantic Corporation,
    GTE Corporation, and Vodafone AirTouch PLC, Memorandum of Plaintiff
    United States in Support of Joint Motions to Modify Final Judgment
    and to Establish Procedures to Modify Final Judgment, Case No.
    1:99-cv-01119, at 7 (filed Oct. 30, 2008) ("DOJ Bell Atlantic-GTE
    Memorandum").

[^119]: *See* United States of America *et al*. v. Verizon
    Communications Inc. and ALLTEL Corporation, Complaint, Case No.
    08-cv-1878, at 1, 8-10 ¶¶ 1, 17-20, 21 (filed Oct. 30, 2008) ("DOJ
    Verizon-ALLTEL Complaint"); United States of America *et al*. v.
    Verizon Communications Inc. and ALLTEL Corporation, Competitive
    Impact Statement, Case No. 08-cv-1878, at 6-12 (filed Oct. 30, 2008)
    ("DOJ Verizon-ALLTEL Competitive Impact Statement"); DOJ
    ALLTEL-Midwest Memorandum at 1-2, 6-8. Because the settlement
    agreement between DOJ and the Applicants has already been executed,
    we consider moot the argument of Cellular South, Inc. that the
    Commission should dismiss the applications without prejudice to
    resubmission "once Verizon Wireless gets its ducks in order with
    DOJ." Petition to Deny of Cellular South, Inc. at 5-6 (filed Aug.
    11, 2008) ("Cellular South Petition to Deny"). Nevertheless, the
    Commission has independent authority to review the transaction
    separate and apart from DOJ's review. *See, e.g*., Applications for
    Consent to the Transfer of Control of Licenses XM Satellite Radio
    Holdings Inc., Transferor to Sirius Satellite Radio Inc.,
    Transferee, MB Docket No. 07-57, *Memorandum Opinion and Order and
    Report and Order*, 23 FCC Rcd 12348, 12365-66 ¶ 32 (2008)
    ("*XM-Sirius Order*"). The Commission need not await DOJ's
    determination regarding the proposed transaction before acting.

[^120]: *See* DOJ Verizon-ALLTEL Complaint at 7-12; DOJ Bell
    Atlantic-GTE Memorandum at 14-15; DOJ ALLTEL-Midwest Memorandum at
    6-8. All DOJ filings regarding this matter are available at
    http://www.usdoj.gov/atr/cases/ verizon3.htm,
    http://www.usdoj.gov/atr/cases/alltel2.htm, or
    http://www.usdoj.gov/atr/cases/indx133.htm.

[^121]: *See generally* DOJ Verizon-ALLTEL Complaint; DOJ Verizon-ALLTEL
    Competitive Impact Statement; United States of America *et al*. v.
    Verizon Communications Inc., and ALLTEL Corporation, Preservation of
    Assets Stipulation and Order, Case No.08-cv-1878 (filed Oct. 30,
    2008) ("DOJ Verizon-ALLTEL Stipulation and Order"); DOJ Bell
    Atlantic-GTE Memorandum; United States of America v. Bell Atlantic
    Corporation, GTE Corporation, and Vodafone AirTouch PLC, Order and
    Stipulation with respect to Modified Final Judgment and Preservation
    of Assets, Case No. 1:99-cv-01119 (filed Oct. 30, 2008) ("DOJ Bell
    Atlantic-GTE Modified Stipulation and Order"); DOJ ALLTEL-Midwest
    Memorandum; United States of America and State of Minnesota v.
    ALLTEL Corporation and Midwest Wireless Holdings L.L.C., Modified
    Preservation of Assets Stipulation, Case No. 06-3631 (filed Oct. 30,
    2008) ("DOJ ALLTEL-Midwest Stipulation"); United States of America
    and State of Minnesota v. ALLTEL Corporation and Midwest Wireless
    Holdings L.L.C., Modified Preservation of Assets Order, Case No.
    06-3631 (filed Oct. 30, 2008) ("DOJ ALLTEL-Midwest Order").

[^122]: *See* United States of America *et al*. v. Verizon
    Communications Inc., and ALLTEL Corporation, Final Judgment, Case
    No. 08-cv-1878 (filed Oct. 30, 2008) ("DOJ Verizon-ALLTEL Proposed
    Final Judgment"); United States of America v. Bell Atlantic
    Corporation, GTE Corporation, and Vodafone AirTouch PLC, Modified
    Final Judgment, Case No. 1:99-cv-01119 (filed Oct. 30, 2008) ("DOJ
    Bell Atlantic-GTE Proposed Modified Final Judgment"); United States
    of America and State of Minnesota v. ALLTEL Corporation and Midwest
    Wireless Holdings L.L.C., Modified Final Judgment, Case No. 06-3631
    (filed Oct. 30, 2008) ("DOJ ALLTEL-Midwest Proposed Modified Final
    Judgment").

[^123]: The divestiture of the operating business and related assets in
    94 markets is required in the Verizon-ALLTEL filings in case no.
    08-cv-1878 filed in DC District Court on October 30, 2008. *See* DOJ
    Verizon-ALLTEL Proposed Final Judgment at 3-5; DOJ Verizon-ALLTEL
    Complaint at 3, 19-21 ¶ 1, Appendix A; DOJ Verizon-ALLTEL
    Competitive Impact Statement at 12-15. The divestiture of the
    operating business and related assets in 3 markets is required in
    the Bell Atlantic-GTE filings in case no. 1:99-cv-01119 filed in DC
    District Court on October 30, 2008. *See* DOJ Bell Atlantic-GTE
    Proposed Modified Final Judgment at 31, 34-36; DOJ Bell Atlantic-GTE
    Memorandum at 7, 14-15. The divestiture of the operating business
    and related assets in 4 markets is required in the ALLTEL-Midwest
    filings in case no. 1:99-cv-01119 filed in DC District Court on
    October 30, 2008. *See* DOJ ALLTEL-Midwest Proposed Modified Final
    Judgment at 3, 24-26; DOJ ALLTEL-Midwest Memorandum at 3, 6-8. One
    of the markets required to be divested in the ALLTEL-Midwest filings
    is also required to be divested in the Verizon-ALLTEL filings. Thus,
    there are 100 DOJ divestiture markets in total.

[^124]: *See* Verizon Wireless July 22, 2008 *Ex Parte* Filing at 1;
    Verizon Wireless October 7, 2008 *Ex Parte* Filing at 1-2; *see
    also* discussion *supra* paras. 15, 19; Appendix B.

[^125]: *See* DOJ Verizon-ALLTEL Proposed Final Judgment at 3-6, 9; DOJ
    Verizon-ALLTEL Competitive Impact Statement at 2, 7-10; DOJ Bell
    Atlantic-GTE Proposed Modified Final Judgment at 1-2, 30-36; DOJ
    ALLTEL-Midwest Proposed Modified Final Judgment at 1-2, 24-27; *see
    also* Verizon Wireless July 22, 2008 *Ex Parte* Filing at 1; Verizon
    Wireless October 7, 2008 *Ex Parte* Filing at 1-2; Appendix B.

[^126]: *See* DOJ Verizon-ALLTEL Stipulation and Order at 9-15; DOJ Bell
    Atlantic-GTE Modified Stipulation and Order at 8-14; DOJ
    ALLTEL-Midwest Stipulation at 8-16; DOJ ALLTEL-Midwest Order at
    9-19.

[^127]: DOJ Verizon-ALLTEL Proposed Final Judgment at 11; Bell
    Atlantic-GTE Proposed Modified Final Judgment at 34; DOJ
    ALLTEL-Midwest Proposed Modified Final Judgment at 27.

[^128]: *See* DOJ Verizon-ALLTEL Proposed Final Judgment at 9; Bell
    Atlantic-GTE Modified Final Judgment at 34-35; DOJ ALLTEL-Midwest
    Proposed Modified Final Judgment at 8-18.

[^129]: *See* DOJ Verizon-ALLTEL Proposed Final Judgment at 12-16; DOJ
    Verizon-ALLTEL Competitive Impact Statement at 13-17; *see also*
    Bell Atlantic-GTE Proposed Modified Final Judgment at 35; DOJ
    ALLTEL-Midwest Proposed Modified Final Judgment at 27.

[^130]: DOJ Verizon-ALLTEL Competitive Impact Statement at 16.

[^131]: *Id.*

[^132]: *Id.*

[^133]: *Id.* at 16-17.

[^134]: *Id.* at 17.

[^135]: 47 U.S.C. §§ 214(a), 310(d).

[^136]: 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.,* *XM-Sirius Order* 23 FCC Rcd at 12363-64 ¶ 30;
    Applications of Cellco Partnership d/b/a Verizon Wireless and Rural
    Cellular Corporation For Consent to Transfer Control of Licenses,
    Authorizations, and Spectrum Manager Leases, WT Docket No. 07-208,
    *Memorandum Opinion and Order and Declaratory Ruling*, 23 FCC Rcd
    12463, 12476-77 ¶ 26 (rel. Aug. 1, 2008) ("*Verizon Wireless-RCC
    Order*"); Applications of AT&T Inc. and Dobson Communications
    Corporation For Consent to Transfer Control of Licenses and
    Authorizations, WT Docket No. 07-153, *Memorandum Opinion and
    Order*, 22 FCC Rcd 20295, 20301 ¶ 10 (2007) ("*AT&T-Dobson
    Order*"*)*; *ALLTEL-Atlantis Order*, 22 FCC Rcd at 19519-20 ¶ 7;
    AT&T Inc. and BellSouth Corporation Application for Transfer of
    Control, WC Docket No. 06-74, *Memorandum Opinion and Order*, 22 FCC
    Rcd 5662, 5672 ¶ 17 (2007) ("*AT&T-BellSouth Order*"); Applications
    of Midwest Wireless Holdings, L.L.C. and ALLTEL Communications,
    Inc., WT Docket No. 05-339, *Memorandum Opinion and Order*, 21 FCC
    Rcd 11526, 11535 ¶ 16 (2006) ("*ALLTEL-Midwest Wireless 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*"); Applications of
    Western Wireless Corporation and ALLTEL Corporation, WT Docket No.
    05-50, *Memorandum Opinion and Order*, 20 FCC Rcd 13053, 13062 ¶ 17
    (2005) ("*ALLTEL-Western Wireless Order*"); 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*").

[^137]: *See, e.g*., *XM-Sirius Order*, 23 FCC Rcd at 12363-64 ¶ 30;
    *Verizon Wireless-RCC Order*, 23 FCC Rcd at 12476-77 ¶ 26;
    *AT&T-Dobson Order*, 22 FCC Rcd at 20301 ¶ 10; *ALLTEL-Atlantis
    Order*, 22 FCC Rcd at 19519-20 ¶ 7; *AT&T-BellSouth Order*, 22 FCC
    Rcd at 5672 ¶ 19; *ALLTEL-Midwest Wireless Order*, 21 FCC Rcd at
    11535 ¶ 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.

[^138]: *See, e.g., XM-Sirius Order*, 23 FCC Rcd at 12363-64 ¶ 30;
    *Verizon Wireless-RCC Order*, 23 FCC Rcd at 12476-77 ¶ 26;
    *AT&T-Dobson Order*, 22 FCC Rcd at 20301 ¶ 10; *AT&T-BellSouth
    Order*, 22 FCC Rcd at 5672 ¶ 19; *ALLTEL-Midwest Wireless Order*, 21
    FCC Rcd at 11535 ¶ 16; *Sprint-Nextel Order*, 20 FCC Rcd at 13976 ¶
    20.

[^139]: *See, e.g*., *XM-Sirius Order*, 23 FCC Rcd at 12363-64 ¶ 30;
    *Verizon Wireless-RCC Order*, 23 FCC Rcd at 12476-77 ¶ 26;
    *AT&T-Dobson Order*, 22 FCC Rcd at 20302 ¶ 10; *AT&T-BellSouth
    Order*, 22 FCC Rcd at 5672 ¶ 19; *ALLTEL-Midwest Wireless Order*, 21
    FCC Rcd at 11535 ¶ 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.

[^140]: *See, e.g*., *XM-Sirius Order*, 23 FCC Rcd at 12363-64 ¶ 30;
    *Verizon Wireless-RCC Order*, 23 FCC Rcd at 12476-77 ¶ 26;
    *AT&T-Dobson Order*, 22 FCC Rcd at 20302 ¶ 10; *AT&T-BellSouth
    Order*, 22 FCC Rcd at 5672 ¶ 19; *ALLTEL-Midwest Wireless Order*, 21
    FCC Rcd at 11535 ¶ 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.

[^141]: 47 U.S.C. § 309(e). *See XM-Sirius Order*, 23 FCC Rcd at
    12363-64 ¶ 30; *Verizon Wireless-RCC Order*, 23 FCC Rcd at 12476-77
    ¶ 26; *AT&T-Dobson Order*, 22 FCC Rcd at 20302 ¶ 10; *AT&T-BellSouth
    Order*, 22 FCC Rcd at 5672-73 ¶ 19; *ALLTEL-Midwest Wireless Order*,
    21 FCC Rcd at 11535 ¶ 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; *see
    also* 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). 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.

[^142]: *E.g., XM-Sirius Order*, 23 FCC Rcd at 12364-65 ¶ 31; *Verizon
    Wireless-RCC Order*, 23 FCC Rcd at 12479 ¶ 28; *AT&T-Dobson Order*,
    22 FCC Rcd at 20303 ¶ 12; *AT&T-BellSouth Order*, 22 FCC Rcd at 5673
    ¶ 20; *ALLTEL-Midwest Wireless Order*, 21 FCC Rcd at 11537 ¶ 18;
    *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.

[^143]: *See, e.g., XM-Sirius Order*, 23 FCC Rcd at 12364-65 ¶ 31;
    *Verizon Wireless-RCC Order*, 23 FCC Rcd at 12479 ¶ 28; *AT&T-Dobson
    Order*, 22 FCC Rcd at 20303-04 ¶ 12; *AT&T-BellSouth Order*, 22 FCC
    Rcd at 5673 ¶ 20; *ALLTEL-Midwest Wireless Order*, 21 FCC Rcd at
    11537 ¶ 18; *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.

[^144]: *See, e.g., XM-Sirius Order*, 23 FCC Rcd at 12364-65 ¶ 31;
    *Verizon Wireless-RCC Order*, 23 FCC Rcd at 12479 ¶ 28; *AT&T-Dobson
    Order*, 22 FCC Rcd at 20304 ¶ 12; *AT&T-BellSouth Order*, 22 FCC Rcd
    at 5673 ¶ 20; *ALLTEL-Midwest Wireless Order*, 21 FCC Rcd at 11537 ¶
    18; *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.

[^145]: *See, e.g., XM-Sirius Order*, 23 FCC Rcd at 12365-66 ¶ 32;
    *Verizon Wireless-RCC Order*, 23 FCC Rcd at 12479-80 ¶ 29;
    *AT&T-Dobson Order*, 22 FCC Rcd at 20304 ¶ 13; *AT&T-BellSouth
    Order*, 22 FCC Rcd at 5673 ¶ 21; *ALLTEL-Midwest Wireless Order*, 21
    FCC Rcd at 11537 ¶ 19; *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.

[^146]: *See, e.g*., *XM-Sirius Order*, 23 FCC Rcd at 12365-66 ¶ 32;
    *Verizon Wireless-RCC Order*, 23 FCC Rcd at 12479-80 ¶ 29;
    *ALLTEL-Midwest Wireless Order*, 21 FCC Rcd at 11537 ¶ 19;
    *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.

[^147]: 15 U.S.C. § 18.

[^148]: *See* *XM-Sirius Order*, 23 FCC Rcd at 12365-66 ¶ 32; *Verizon
    Wireless-RCC Order*, 23 FCC Rcd at 12479-80 ¶ 29.

[^149]: *See, e.g., XM-Sirius Order*, 23 FCC Rcd at 12365-66 ¶ 32;
    *Verizon Wireless-RCC Order*, 23 FCC Rcd at 12479-80 ¶ 29;
    *AT&T-Dobson Order*, 22 FCC Rcd at 20305 ¶ 13; *AT&T-BellSouth
    Order*, 22 FCC Rcd at 5674 ¶ 21; *ALLTEL-Midwest Wireless Order*, 21
    FCC Rcd 11538 ¶ 19; *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. The
    detailed explanation of the differences between the scopes of the
    competitive analyses performed by the Commission and DOJ refutes the
    argument of one commenter that "there is no reason for the FCC to
    duplicate the effort of DOJ in evaluating the competitive effects of
    the merger." Comments of Randolph J. May at 3-4 (filed Aug. 19,
    2008).

[^150]: *See, e.g., XM-Sirius Order*, 23 FCC Rcd at 12366 ¶ 33; *Verizon
    Wireless-RCC Order*, 23 FCC Rcd at 12480-81 ¶ 30; *AT&T-Dobson
    Order*, 22 FCC Rcd at 20305 ¶ 13; *AT&T-BellSouth Order*, 22 FCC Rcd
    at 5674 ¶ 21; *ALLTEL-Midwest Wireless Order*, 21 FCC Rcd at 11538 ¶
    19; *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.

[^151]: *See*, *e.g., XM-Sirius Order*, 23 FCC Rcd at 12366 ¶ 33;
    *Verizon Wireless-RCC Order*, 23 FCC Rcd at 12480-81 ¶ 30;
    *AT&T-Dobson Order*, 22 FCC Rcd at 20305 ¶ 13; *AT&T-BellSouth
    Order*, 22 FCC Rcd at 5674 ¶ 21; *ALLTEL-Midwest Wireless Order*, 21
    FCC Rcd at 11538 ¶ 19; *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.

[^152]: *See, e.g*., *XM-Sirius Order*, 23 FCC Rcd at 12366 ¶ 33;
    *Verizon Wireless-RCC Order*, 23 FCC Rcd at 12480-81 ¶ 30;
    *AT&T-Dobson Order*, 22 FCC Rcd at 20305 ¶ 14; *AT&T-BellSouth
    Order*, 22 FCC Rcd at 5674 ¶ 22; *ALLTEL-Midwest Wireless Order*, 21
    FCC Rcd at 11538 ¶ 20; *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.

[^153]: 47 U.S.C. § 303(r). *See also XM-Sirius Order*, 23 FCC Rcd at
    12366 ¶ 33; *Verizon Wireless-RCC Order*, 23 FCC Rcd at 12480-81
    ¶ 30; *AT&T-Dobson Order*, 22 FCC Rcd at 20305 ¶ 14; *ALLTEL-Midwest
    Wireless Order*, 21 FCC Rcd at 11538 ¶ 20; *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.

[^154]: 47 U.S.C. § 214(c). *See also* *Verizon Wireless-RCC Order*, 23
    FCC Rcd at 12480-81 ¶ 30; *AT&T-Dobson Order*, 22 FCC Rcd at
    20305-06 ¶ 14; *ALLTEL-Midwest Wireless Order*, 21 FCC Rcd at 11538
    ¶ 20; *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.

[^155]: *See, e.g., XM-Sirius Order*, 23 FCC Rcd at 12366 ¶ 33; *Verizon
    Wireless-RCC Order*, 23 FCC Rcd at 12480-81 ¶ 30; *AT&T-Dobson
    Order*, 22 FCC Rcd at 20306 ¶ 14; *AT&T-BellSouth Order*, 22 FCC Rcd
    at 5674 ¶ 22; *ALLTEL-Midwest Wireless Order*, 21 FCC Rcd at
    11538-39 ¶ 20; *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).

[^156]: *See, e.g., Verizon Wireless-RCC Order*, 23 FCC Rcd at 12480-81
    ¶ 30; *AT&T-Dobson Order*, 22 FCC Rcd at 20306 ¶ 14; *AT&T-BellSouth
    Order*, 22 FCC Rcd at 5674-75 ¶ 22; *ALLTEL-Midwest Wireless Order*,
    21 FCC Rcd at 11539 ¶ 20; *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.

[^157]: *See, e.g., Verizon Wireless-RCC Order*, 23 FCC Rcd at 12480-81
    ¶ 30; *AT&T-Dobson Order*, 22 FCC Rcd at 20306 ¶ 14; *ALLTEL-Midwest
    Wireless Order*, 21 FCC Rcd at 11539 ¶ 20; *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.

[^158]: 47 U.S.C. § 310(d).

[^159]: *Id.* §§ 308, 310(d). *See also Verizon Wireless-RCC Order*, 23
    FCC Rcd at 12477-78 ¶ 27; *AT&T-Dobson Order*, 22 FCC Rcd at 20302 ¶
    11; *ALLTEL-Midwest Wireless Order*, 21 FCC Rcd at 11536 ¶ 17;
    *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 at 21546 ¶ 44.

[^160]: *See* 47 U.S.C. § 310(d); 47 C.F.R. § 1.948; *see also Verizon
    Wireless-RCC Order*, 23 FCC Rcd at 12477-78 ¶ 27; *AT&T-Dobson
    Order*, 22 FCC Rcd at 20302 ¶ 11; *ALLTEL-Midwest Wireless Order*,
    21 FCC Rcd at 11536 ¶ 17; *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 at 21546 ¶ 44.

[^161]: *See, e.g.,* WorldCom, Inc. and Its Subsidiaries
    (Debtors-in-Possession), Transferor, and MCI, Inc., Transferee, WC
    Docket No. 02-215, *Memorandum Opinion and Order*, 18 FCC Rcd.
    26484, 26493 ¶ 13 (2003) ("WorldCom Order"). *See also* 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,
    *Report, Order and Policy Statement,* 102 F.C.C.2d 1179, 1210-11 ¶¶
    60-61 (1986), *Memorandum Opinion and Order,* 1 FCC Rcd 421 (1986);
    Policy Regarding Character Qualifications in Broadcast Licensing,
    Amendment of Part 1, the Rules of Practice and Procedure, Relating
    to Written Responses to Commission Inquiries and the Making of
    Misrepresentations to the Commission by Applicants, Permittees, and
    Licensees, and the Reporting of Information Regarding Character
    Qualifications, *Policy Statement and Order,* 5 FCC Rcd 3252 (1990),
    *Memorandum Opinion and Order,* 6 FCC Rcd 3448 (1991), *Memorandum
    Opinion and Order,* 7 FCC Rcd 6564 (1992). The Commission applies
    its broadcast character standards to applicants and licensees in the
    other radio services*. See, e.g.,* 1990 Character Policy Statement,
    5 FCC Rcd at 3253 ¶ 10 (adopting 47 C.F.R. § 1.17 to apply
    prohibition against misrepresentations and material omissions to
    applicants, licensees, and permittees in all radio services).

[^162]: *See, e.g*., *Verizon Wireless-RCC Order*, 23 FCC Rcd at
    12477-78 ¶ 27; *AT&T-Dobson Order*, 22 FCC Rcd at 20303 ¶ 11;
    *ALLTEL-Midwest Wireless Order*, 21 FCC Rcd at 11536 ¶ 17;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13064 ¶ 18;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21548 ¶ 47.

[^163]: *See, e.g*., *Verizon Wireless-RCC Order*, 23 FCC Rcd at
    12477-78 ¶ 27; *AT&T-Dobson Order*, 22 FCC Rcd at 20303 ¶ 11;
    *ALLTEL-Midwest Wireless Order*, 21 FCC Rcd at 11536 ¶ 17;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13064 ¶ 18;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21548 ¶ 47.

[^164]: *Verizon Wireless-RCC Order*, 23 FCC Rcd at 12478 n.119;
    *AT&T-Dobson Order*, 22 FCC Rcd at 20303 n.60; *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).

[^165]: *See, e.g*., *Verizon Wireless-RCC Order*, 23 FCC Rcd at 12478
    n.120; *AT&T-Dobson Order*, 22 FCC Rcd at 20303 n.61;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13064 n.86;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21548 ¶ 47.

[^166]: *See, e.g*., *Verizon Wireless-RCC Order*, 23 FCC Rcd at
    12477-78 ¶ 27; *AT&T-Dobson Order*, 22 FCC Rcd at 20302 ¶ 11;
    *ALLTEL-Midwest Wireless Order*, 21 FCC Rcd at 11536 ¶ 17;
    *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*. The hearing designation is
    required under Section 309(e) of the Communications Act, 47 U.S.C. §
    309(e), only if the record presents a "substantial and material
    question of fact" whether grant of the application would serve the
    public interest, convenience, and necessity.

[^167]: *See, e.g*., *AT&T-Dobson Order*, 22 FCC Rcd at 20302-03 ¶ 11;
    *GCI-Alaska DigiTel Order*, 21 FCC Rcd at 14872 ¶ 16; *DoCoMo-Guam
    Order*, 21 FCC Rcd at 13590 ¶ 14; *ALLTEL-Midwest Wireless Order*,
    21 FCC Rcd at 11536 ¶ 17; *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.

[^168]: *See generally Verizon Wireless-RCC Order*, 23 FCC Rcd 12463.

[^169]: Petition to Deny of Ritter Communications, Inc. and Central
    Arkansas Rural Cellular Limited Partnership at 7 (filed Aug. 11,
    2008) ("Arkansas Limited Partners Petition to Deny").

[^170]: *Id.* at 7. Rural Telecommunications Group, which does not raise
    specific allegations regarding the character qualifications of
    Atlantis or ALLTEL, states that ALLTEL "hoodwinked" the Commission
    "when it promised that the infusion of equity investors would bring
    new and improved services to rural America." Reply to Joint
    Opposition to Petitions to Deny of the Rural Telecommunications
    Group at 6, n.11 (filed Aug. 26, 2008) ("Rural Telecommunications
    Group Reply").

[^171]: Arkansas Limited Partners Petition to Deny at 5. *See also*
    Arkansas Limited Partners' discussion of trafficking *infra* Part
    VIII.H.

[^172]: Arkansas Limited Partners Petition to Deny at 7.

[^173]: *See* Joint Opposition at 85.

[^174]: *See id.* at 85-87.

[^175]: *See id.* at 87.

[^176]: *See id.*

[^177]: *See id.* at 87 n.280.

[^178]: *See id.*

[^179]: Reply to Joint Opposition by Ritter Communications, Inc. and
    Central Arkansas Rural Cellular Limited Partnership (filed Aug. 26,
    2008) ("Arkansas Limited Partners Reply"). On August 27, 2008,
    Arkansas Limited Partners filed an *ex parte* presentation enclosing
    a copy of an article stating that private equity investors expect a
    15 to 25% average annual return over several years and have a
    well-earned reputation for secrecy. *Ex Parte* Letter from Kenneth
    E. Hardman, Attorney for Ritter Communications Inc. and Central
    Arkansas Rural Cellular Limited Partnership, to Marlene H. Dortch,
    Secretary, Federal Communications Commission (Aug. 27, 2008).

[^180]: *See* Arkansas Limited Partners Reply at 4-9. Arkansas Limited
    Partners assert that because private equity investors typically do
    not intend to hold the acquired business for more than 5 to 7 years,
    the Applicants' explanation that it decided to sell ALLTEL because
    it failed to raise sufficient long-term capital is inadequate. *See
    id.* at 5-6.

[^181]: *See id.* at 8.

[^182]: *See id.* at 6-7 (stating that this information was available to
    the Applicants well before the consummation of the Atlantis-ALLTEL
    merger).

[^183]: Comments of Rural Telecommunications Group, Inc., WT Docket No.
    08-95, at 3 (filed Oct. 22, 2008) ("Rural Telecommunications Group
    Comments").

[^184]: *Id.* at 3.

[^185]: *Id.* at 3-4.

[^186]: *See* WHW Enterprises, Inc. v. FCC, 753 F.2d 1132, 1139 (D.C.
    Cir. 1985).

[^187]: 47 C.F.R. § 1.17.

[^188]: *See* Fox River Broadcasting, Inc., *Order*, 93 F.C.C.2d 127,
    129 ¶ 6 (1983).

[^189]: *See* David Ortiz Radio Corp v. FCC, 941 F.2d 1253, 1260 (D.C.
    Cir. 1991).

[^190]: *See, e.g.,* *Verizon Wireless-RCC Order*, 23 FCC Rcd at
    12481-82 ¶ 3;1*AT&T-Dobson Order*, 22 FCC Rcd at 20306 ¶ 15;
    *ALLTEL-Midwest Order*, 21 FCC Rcd at 11539 ¶ 22; *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,
    n.6. (Apr. 2, 1992, revised Apr. 8, 1997) ("*DOJ/FTC Merger
    Guidelines*").

    Silver Star Communications urges that we delay the consideration of
    the applications until the Commission and DOJ have had an
    opportunity to examine the impact of the recent downturn in the
    nation's economy on the telecommunications industry. Comments of
    Silver Star Communications at 1-2 (filed Oct. 15, 2008). We find
    that the Commission has sufficient information to perform its
    competitive analysis at the present time.

[^191]: *See Verizon Wireless-RCC Order*, 23 FCC Rcd at 12481-82 ¶ 31;
    *AT&T-Dobson Order*, 22 FCC Rcd at 20301 ¶ 10; *ALLTEL-Midwest
    Order*, 21 FCC Rcd at 11540 ¶ 22; *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;
    *DOJ/FTC Merger Guidelines* § 0.1, n.6. 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.

[^192]: *See, e.g.,* *Verizon Wireless-RCC Order*, 23 FCC Rcd at 12482 ¶
    32; *AT&T-Dobson Order*, 22 FCC Rcd at 20307 ¶ 16; *ALLTEL-Midwest
    Order*, 21 FCC Rcd at 11541 ¶ 24; *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.

[^193]: We examine the product market for mobile telephony/broadband
    services in this proposed transaction. This definition updates the
    mobile telephony services product market definition used in the
    Commission's prior wireless transaction orders. *See, e.g.,*
    *Verizon Wireless-RCC Order*, 23 FCC Rcd at 12482 ¶ 32; *AT&T-Dobson
    Order*, 22 FCC Rcd at 20307 ¶ 16; *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.

[^194]: *See, e.g.,* *Verizon Wireless-RCC Order*, 23 FCC Rcd at 12482 ¶
    32; *AT&T-Dobson Order*, 22 FCC Rcd at 20307 ¶ 16; *ALLTEL-Midwest
    Order*, 21 FCC Rcd at 11540 ¶ 23; *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* § 1.0.

[^195]: *See Verizon Wireless-RCC Order*, 23 FCC Rcd at 12482-83 ¶ 33;
    *AT&T-Dobson Order*, 22 FCC Rcd at 20307 ¶ 17; *ALLTEL-Midwest
    Wireless Order*, 21 FCC Rcd at 11541 ¶ 26; *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.

[^196]: *Verizon Wireless-RCC Order*, 23 FCC Rcd at 12483 ¶ 34;
    *AT&T-Dobson Order*, 22 FCC Rcd at 20308 ¶ 18.

[^197]: *See* Sprint Nextel Corporation and Clearwire Corporation
    Applications for Consent to Transfer Control of Licenses, Leases,
    and Authorizations, WT Docket No. 08-94, *Memorandum Opinion and
    Order*, FCC 08-259, at ¶¶ 38-45 (rel. Nov. 7, 2008) ("*Sprint
    Nextel-Clearwire Order*").

[^198]: Previously, 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. It nevertheless analyzed all of these product
    markets under the combined market for "mobile telephony service."
    *See* *Verizon-RCC Order*, 23 FCC Rcd at 12483-84 ¶ 37; *AT&T-Dobson
    Order*, 22 FCC Rcd at 20308 ¶ 21; *ALLTEL-Midwest Wireless Order*,
    21 FCC Rcd at 11541 ¶ 26; *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 21558 ¶ 74.

[^199]: *See Verizon Wireless-RCC Order*, 23 FCC Rcd at 12484-85 ¶ 39;
    *AT&T-Dobson Order*, 22 FCC Rcd at 20309 ¶ 23; *ALLTEL-Midwest
    Wireless Order*, 21 FCC Rcd at 11542-43 ¶¶ 29-30; *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 21562-63 ¶¶ 89-90.

[^200]: We have chosen CEAs and CMAs for our data analysis because both
    are consistent in order of magnitude with the local market
    definition we have adopted and because each brings a different
    consideration to the analysis. CEAs are designed to represent
    consumers' patterns of normal travel for personal and employment
    reasons and may therefore capture areas within which groups of
    consumers would be expected to shop for wireless service. *See*
    Kenneth P. Johnson, *Redefinition of the BEA Economic Areas*,
    [Survey of Current Business]{.smallcaps}, February 1995, at 75. In
    addition, CEAs should be areas within which any service providers
    present would have an incentive to market---and actually
    provide---service relatively ubiquitously. Conversely, CMAs are the
    areas in which the Commission initially granted licenses for the
    cellular service. Although partitioning has altered this structure
    in many license areas, CMAs represent the fact that the Commission's
    licensing programs have to a certain degree shaped this market by
    defining the initial areas in which wireless providers had spectrum
    on which to base service offerings, and they may therefore serve as
    a reasonable proxy for where consumers face the same competitors.
    *See* *Verizon Wireless-RCC Order*, 23 FCC Rcd at 12484 n.151;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21567-68 ¶ 105; *see
    also* *AT&T-Dobson Order*, 22 FCC Rcd at 20309 ¶ 23; *ALLTEL-Midwest
    Wireless Order*, 21 FCC Rcd at 11542 ¶ 29; *Sprint-Nextel Order*, 20
    FCC Rcd at 13991 ¶ 57; *ALLTEL-Western Wireless Order*, 20 FCC Rcd
    at 13072-73 ¶¶ 44-45.

[^201]: *See, e.g., Verizon Wireless-RCC Order*, 23 FCC Rcd at 12484-85
    ¶ 39; *AT&T-Dobson Order*, 22 FCC Rcd at 20309 ¶ 23; *ALLTEL-Midwest
    Wireless Order*, 21 FCC Rcd at 11546 ¶ 35; *ALLTEL-Western Wireless
    Order*, 20 FCC Rcd at 13073 ¶ 45; *Cingular-AT&T Wireless Order*, 19
    FCC Rcd at 21567-68 ¶ 105.

[^202]: Application, Public Interest Statement at 31.

[^203]: *Id*.

[^204]: *Id*.

[^205]: *Id*. at 31-32; *see also* Joint Opposition at 18.

[^206]: Application, Public Interest Statement at 31-32.

[^207]: *Id*.

[^208]: *See, e.g.,* South Dakota Telecommunications Association, Reply
    to Joint Opposition at 3-4 (filed Aug. 26, 2008) ("South Dakota
    Telecommunications Association Reply").

[^209]: Petition to Deny of Leap Wireless International, Inc. at 16-17
    (filed Aug. 11, 2008) ("Leap Wireless Petition to Deny"); South
    Dakota Telecommunications Association Reply at 3-5.

[^210]: Reply Comments of Leap Wireless International, Inc. at 9-11
    (filed Aug. 26, 2008) ("Leap Wireless Reply").

[^211]: Reply to Joint Opposition of Rural Carriers at 3-7, 10, 13
    (filed Aug. 26, 2008) ("Rural Carriers Reply"); South Dakota
    Telecommunications Association Reply at 3-6.

[^212]: Reply of North Dakota Network Co. at 4-6 (filed Aug. 26, 2008)
    ("North Dakota Network Co. Reply"); Petition to Dismiss or Deny of
    the Ad Hoc Public Interest Spectrum Coalition at 3-4 (filed Aug. 11,
    2008) ("PISC Petition to Deny"); Petition to Condition Transaction
    Approval of the Rural Carriers at 4-7 (filed Aug. 11, 2008) ("Rural
    Carriers Petition"); South Dakota Telecommunications Association
    Petition to Condition Transactional Approval at 4-6 (filed Aug. 11,
    2008) ("South Dakota Telecommunications Association Petition");
    Reply to Joint Opposition to Petition to Deny of Chatham Avalon Park
    Community Council Reply at 5 (filed Aug. 26, 2008) ("Chatham
    Reply").

[^213]: *Verizon Wireless-RCC Order*, 23 FCC Rcd at 12485 ¶ 41;
    *AT&T-Dobson Order*, 22 FCC Rcd at 20309 ¶ 23. *See also
    ALLTEL-Midwest* *Wireless Order*, 21 FCC Rcd at 11542 ¶ 30;
    *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 ¶ 89.

[^214]: *Verizon Wireless-RCC Order*, 23 FCC Rcd at 12485 ¶ 41;
    *AT&T-Dobson Order*, 22 FCC Rcd at 20310-11 ¶ 25; *ALLTEL-Midwest*
    *Wireless Order*, 21 FCC Rcd at 11542 ¶ 30; *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 ¶ 89. *See also Twelfth Competition Report*, 23 FCC Rcd at
    2331-32 ¶ 174 (indicating that the average person shops for mobile
    communications 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).

[^215]: *DOJ/FTC Merger Guidelines* §§ 1.11, 1.12.

[^216]: *Verizon Wireless-RCC Order*, 23 FCC Rcd at 12485 ¶ 41;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21562 ¶ 88.

[^217]: *See Verizon Wireless-RCC Order*, 23 FCC Rcd at 12489 ¶ 51;
    *AT&T-Dobson Order*, 22 FCC Rcd at 20311 ¶ 26; *Cingular-AT&T
    Wireless Order*, 19 FCC Rcd at 21560-61 ¶ 81; *see also*
    *ALLTEL-Midwest* *Wireless Order*, 21 FCC Rcd 11543 ¶ 31;
    *Sprint-Nextel Order*, 20 FCC Rcd at 13992 ¶ 61; *ALLTEL-Western
    Wireless Order*, 20 FCC Rcd at 13071 ¶ 41.

[^218]: *AT&T-Dobson Order*, 22 FCC Rcd at 20311 ¶ 26; *Cingular-AT&T
    Wireless Order*, 19 FCC Rcd at 21560-61 ¶ 81; *see also*
    *ALLTEL-Midwest* *Wireless Order*, 21 FCC Rcd 11543 ¶ 31;
    *Sprint-Nextel Order*, 20 FCC Rcd at 13992 ¶ 61; *ALLTEL-Western
    Wireless Order*, 20 FCC Rcd at 13071 ¶ 41.

[^219]: *See AT&T-Dobson Order*, 22 FCC Rcd at 20312-13 ¶ 30.

[^220]: *See id*.

[^221]: *See id*.

[^222]: *See id*. at 20313 ¶ 30.

[^223]: *See id.* at 20314-20315 ¶¶ 32-34.

[^224]: *Id.* at 20314 ¶ 32.

[^225]: *Id.* at 20315 ¶ 35.

[^226]: *Verizon Wireless-RCC Order*, 23 FCC Rcd at 12486-87 ¶ 44.

[^227]: *See id*. at 12487 ¶ 45.

[^228]: *See id*.

[^229]: Application, Public Interest Statement at 33-40.

[^230]: *Id*.

[^231]: *Id*. at 38-39; Joint Opposition at 18-22, 28-29. The Applicants
    contend that the suitability of MSS/ATC spectrum has recently
    developed by citing developments such as: Mobile Satellite Ventures
    ("MSV") received ATC authority; Globalstar, Inc. announced that the
    Commission had expanded its ATC authority to include almost 20
    megahertz of spectrum; the Commission has assigned 20 megahertz of 2
    GHz MSS spectrum to ICO Global Communications (Holdings) Limited;
    and TerreStar Networks, Inc. has pending a request for ATC
    authority. Joint Opposition at 28-29.

[^232]: Application, Public Interest Statement at 39.

[^233]: Joint Opposition at 22-23 n.67.

[^234]: *See id*. at 23-24.

[^235]: Application, Public Interest Statement at 36-37.

[^236]: *See id*.

[^237]: Joint Opposition at 24-27.

[^238]: Application, Public Interest Statement at 34-36.

[^239]: *See id*. at 35-36.

[^240]: Chatham Reply at 3-4; Petition to Deny of the Rural
    Telecommunications Group, Inc. at 5 n.12 (filed Aug. 11, 2008)
    ("Rural Telecommunications Group Petition to Deny"); Rural
    Telecommunications Group Reply at 8-9; Reply to Opposition to
    Petition to Deny of the *Ad Hoc* Public Interest Spectrum Coalition
    at 2-3 (filed Aug. 26, 2008) ("PISC Reply").

[^241]: Petition to Deny of Chatham Avalon Park Community Council Reply
    at 6-8 (filed Aug. 11, 2008) ("Chatham Petition to Deny"); Chatham
    Reply at 4.

[^242]: Chatham Petition to Deny at 6-8; Chatham Reply at 4.

[^243]: PISC Reply at 2-3

[^244]: Chatham Petition to Deny at 9.

[^245]: Rural Telecommunications Group Petition to Deny at 5 n.12; Rural
    Telecommunications Group Reply at 8-9.

[^246]: Chatham Reply at 5.

[^247]: *See, e.g.,* Leap Wireless Petition to Deny at 2, 12; Leap
    Wireless Reply at 12-13; Comments of the Rural Cellular Association
    at i, 4-5 (filed Aug. 11, 2008) ("Rural Cellular Association
    Comments"); Cellular South Petition to Deny at i-ii, 9-11; Rural
    Telecommunications Group Petition to Deny at 5 n.12, 19-21; Petition
    to Deny of Palmetto Mobilenet, L.P. at 5 n.6, 22-23 (filed Aug. 11,
    2008) ("Palmetto Petition to Deny").

[^248]: *See* Leap Wireless Reply at 12; *see also* Cellular South
    Petition to Deny at 9-10; Reply of Cellular South, Inc. to Joint
    Opposition to Petitions to Deny and Comments at 15-16 (filed Aug.
    26, 2008) ("Cellular South Reply"); Rural Cellular Association
    Comments at 4; Rural Telecommunications Group Petition to Deny at 5
    n.12, 19-21; Rural Telecommunications Group Reply at 8-9; Palmetto
    Petition to Deny at 22-23. Leap Wireless also argues that the
    Commission should include 700 MHz spectrum in the denominator of the
    screen only if it is also included in the numerator. Leap Wireless
    Petition to Deny at 8.

[^249]: Leap Wireless Reply at 12. *See also* Leap Wireless Petition to
    Deny at 2, 12; Rural Telecommunications Group Petition to Deny at
    19-21; Reply to Joint Opposition to Petitions to Deny of Palmetto
    Mobilenet, L.P. at 16-18 (filed Aug. 26, 2008) ("Palmetto Reply").

[^250]: Leap Wireless Reply at 12-13. *See also* Palmetto Petition to
    Deny at 6-7.

[^251]: *See, e.g.,* Rural Cellular Association Comments at ii, 5-9
    (stating that divestitures should be ordered in any market where
    Verizon Wireless would control all cellular spectrum or,
    alternatively, presume that cellular monopolies are presumptively
    anticompetitive and place a heavy burden to overcome the
    presumption); Cellular South Petition to Deny at ii, 11-15 (stating
    that transactions resulting in an entity holding both cellular
    licenses should receive a higher degree of scrutiny and should be
    considered to be presumptively anticompetitive); *see also* Rural
    Carriers Reply at i, 5. The Rural Cellular Association also
    expresses concern that the Applicants may not have made DOJ aware of
    its ownership of 50 megahertz of cellular spectrum. Reply of Rural
    Cellular Association to Joint Opposition to Petitions to Deny and
    Comments at 5 (filed Aug. 26, 2008) ("Rural Cellular Association
    Reply"). *See also* Supplement to Petition to Deny of Cellular
    South, Inc. at 12-13 (filed Oct. 24, 2008) ("Cellular South
    Supplement").

[^252]: *See, e.g.,* Cellular South Petition to Deny at ii, 9-10;
    Cellular South Reply at 15-17; Rural Cellular Association Comments
    at i-ii, 4-5; South Dakota Telecommunications Association Reply at
    ii, 2; Petition of MetroPCS Communications, Inc. and NTELOS Inc. to
    Condition Consent or Deny Application at 2 n.2, 38-39 (filed Aug.
    11, 2008) ("MetroPCS and NTELOS Petition to Deny"); Rural Carriers
    Petition at 7, 9, Attachment B; PISC Reply at 3; *see also* *Ex
    Parte* Letter from John A. Prendergast, Counsel for the Rural
    Carriers to Marlene H. Dortch, Secretary, Federal Communications
    Commission, at 1-2 (Oct. 28, 2008) ("Rural Carriers October 28, 2008
    *Ex Parte* Filing"). The Rural Telecommunications Group contends
    that a material issue of fact exists about whether spectrum below 1
    GHz is superior to higher frequency bands. Rural Telecommunications
    Group Reply at 9.

[^253]: Rural Cellular Association Reply at i, 2. *See also* Cellular
    South Reply at iv; Cellular South Supplement at 15.

[^254]: Joint Opposition at 19 n.52.

[^255]: *See* *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21560-21561
    ¶ 81; *see also Verizon-RCC Order*, 23 FCC Rcd at ­­­­­12486 ¶ 43;
    *AT&T-Dobson Order*, 22 FCC Rcd at 20311 ¶ 26; *ALLTEL-Midwest*
    *Wireless Order*, 21 FCC Rcd at 11543 ¶ 31; *Sprint-Nextel Order*,
    20 FCC Rcd at 13992 ¶ 61; *ALLTEL-Western Wireless Order*, 20 FCC
    Rcd at 13071 ¶ 41.

[^256]: *See AT&T-Dobson Order*, 22 FCC Rcd at 20313 ¶ 30. That time
    frame is consistent with the DOJ/FTC Merger Guidelines, which "state
    that a significant market impact from entry must result within two
    years for the entry to be considered 'timely.'" *Id.* at 20313 n.117
    (citing *DOJ/FTC Merger Guidelines* § 3.2).

[^257]: *Compare AT&T-Dobson Order*, 22 FCC Rcd at 20315 ¶ 35 (stating
    that, although AWS-1 and BRS was not included in the initial
    spectrum screen, we considered this spectrum, to the extent that
    this spectrum was locally available, in our case-by-case analysis of
    those markets identified by the initial screen).

[^258]: *See* *Sprint Nextel-Clearwire Order*, FCC 08-259, at ¶¶ 62-70.

[^259]: *See AT&T-Dobson Order*, 22 FCC Rcd at 20315 ¶ 34.

[^260]: *See id.* at 20347 Appendix A (Market-Specific Analysis of
    Markets Involving Divestiture), Texas 10-Navarro. Although we also
    did not include AWS-1 spectrum as part of the initial spectrum
    screen in these orders, when AWS-1 spectrum was in fact available in
    a particular market, we similarly found it appropriate to include
    AWS-1 spectrum as part of our analysis of potential competitive harm
    that might result through spectrum aggregation. *See id.* at 20347
    Appendix A (Market-Specific Analysis of Markets Involving
    Divestiture), Texas 10-Navarro; *see also Verizon Wireless-RCC
    Order*, 23 FCC Rcd at 12541 (Appendix B Market-Specific Analysis of
    Markets Involving Divestiture), Vermont 1-Franklin.

[^261]: At the time of the *AT&T-Dobson Order*, the transition had been
    completed in only 113 BTAs. *See* *AT&T-Dobson Order*, 22 FCC Rcd at
    20315 n.128.

[^262]: *See* 47 C.F.R. § 27.14(o).

[^263]: *See AT&T-Dobson Order*, 22 FCC Rcd at 20314 ¶¶ 32-33.

[^264]: *See id.* at 20342 Appendix A (Market-Specific Analysis of
    Markets Involving Divestiture); *see also Verizon-RCC Order*, 23 FCC
    Rcd at 12532 Appendix B (Market-Specific Analysis of Markets
    Involving Divestiture).

[^265]: *See Ex Parte* Presentation, T-Mobile USA, WT Docket No. 07-195
    at 3 (Jul. 18, 2008).

[^266]: *See* *Sprint Nextel-Clearwire Order*, FCC 08-259, at ¶ 71.

[^267]: *See* 47 C.F.R. § 27.1203(b).

[^268]: *See generally* *id*. § 27.1214.

[^269]: *See* Global Com, Iridium Satellite Phone Service Plans, at
    http://www.globalcomsatphone.com/satellite
    /services/iridium_service_plans.html (last visited Sept. 17, 2008);
    GlobalStar, Airtime Pricing, Voice Pricing, at
    http://www.globalcomsatphone.com/satellite/services/globalstar.html
    (last visited Sept. 17, 2008). *See also* *AT&T-Dobson Order*, 22
    FCC Rcd at 20316 n.130; *ALLTEL-Midwest Wireless Order*, 21 FCC Rcd
    at 11544 ¶ 33; *Sprint-Nextel Order*, 20 FCC Rcd at 13991 ¶ 58;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13070 ¶ 38.

[^270]: Application, Public Interest Statement at 39.

[^271]: *See* discussion *supra* para. 60.

[^272]: Facilitating the Provision of Spectrum-Based Services to Rural
    Areas and Promoting Opportunities for Rural Telephone Companies to
    Provide Spectrum-Based Services, WT Docket No. 02-381, *Report and
    Order and Further Notice of Proposed Rulemaking*, 19 FCC Rcd 19078,
    19113 ¶ 63 (2004) ("*Rural Report and Order*").

[^273]: *See id.* at 19115 ¶ 67.

[^274]: *See AT&T-Dobson Order*, 22 FCC Rcd at 20316 ¶ 36;
    *ALLTEL-Midwest Wireless Order*, 21 FCC Rcd at 11544 ¶ 33;
    *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. Although satellite
    providers offer facilities-based mobile voice and data services, the
    price of these services is, at present, significantly higher than
    for services offered by cellular, PCS, or SMR providers. Therefore,
    most consumers would not view satellite phones as substitutes for
    mobile communications services. See Global Com, Iridium Satellite
    Phone Service Plans, at
    http://www.globalcomsatphone.com/satellite/services/iridium_service_plans.html
    (last visited June 26, 2008); GlobalStar, Airtime Pricing, Voice
    Pricing, at http://www.globalcomsatphone.com/
    satellite/services/globalstar.html (last visited June 26, 2008).
    *See also AT&T-Dobson Order*, 22 FCC Rcd at 20316 n.130;
    *ALLTEL-Midwest Wireless Order*, 21 FCC Rcd at 11544 ¶ 33;
    *Sprint-Nextel Order*, 20 FCC Rcd at 13991 ¶ 58; *ALLTEL-Western
    Wireless Order*, 20 FCC Rcd at 13070 ¶ 38. We also do not consider
    wireless VoIP providers as providing the same functionality as
    mobile communications services providers because the service they
    provide now is nomadic rather than mobile. *See AT&T-Dobson Order*,
    22 FCC Rcd at 20316 n.130; *ALLTEL-Midwest Wireless Order*, 21 FCC
    Rcd at 11544 ¶ 33; *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). *See AT&T-Dobson Order*,
    22 FCC Rcd at 20316 n.130; *GCI-Alaska DigiTel Order*, 21 FCC Rcd at
    14879 n.108; *DoCoMo-Guam Order*, 21 FCC Rcd at 13595 n.104;
    *ALLTEL-Midwest Wireless Order*, 21 FCC Rcd at 11544-45 n.134;
    *Sprint-Nextel Order*, 20 FCC Rcd at 13991 n.151.

[^275]: *See, e.g.,* *AT&T-Dobson Order*, 22 FCC Rcd at 20316 ¶ 36;
    *ALLTEL-Midwest Wireless Order*, 21 FCC Rcd at 11544 ¶ 32;
    *Sprint-Nextel Order*, 20 FCC Rcd at 13991 ¶ 58; *ALLTEL-Western
    Wireless Order*, 20 FCC Rcd at 13070 ¶ 38; *Cingular-AT&T Wireless
    Order*, 19 FCC Rcd at 21563 ¶ 91.

[^276]: *See* *AT&T-Dobson Order*, 22 FCC Rcd at 20316 ¶ 36.

[^277]: Application, Public Interest Statement at 38-39; Joint
    Opposition at 28-29.

[^278]: Application, Public Interest Statement at 39.

[^279]: *See id*. at 40.

[^280]: *See id*.

[^281]: *See Verizon Wireless-RCC Order*, 22 FC Rcd at 12488-89 ¶ 50;
    *AT&T-Dobson Order*, 22 FCC Rcd at 20317 ¶ 38; *GCI-*
    *ALLTEL-Midwest Wireless Order*, 21 FCC Rcd at 11544 ¶ 33;
    *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.

[^282]: *See, e.g., Verizon Wireless-RCC Order*, 22 FC Rcd at 12489 ¶
    51; *AT&T-Dobson Order*, 22 FCC Rcd at 20317 ¶ 39; *ALLTEL-Midwest
    Wireless Order*, 21 FCC Rcd at 11547 n.151; *Sprint-Nextel Order*,
    20 FCC Rcd at 13993 ¶ 62; *ALLTEL-Western Wireless Order*, 20 FCC
    Rcd at 13073-74 ¶ 48; *Cingular-AT&T Wireless Order*, 19 FCC Rcd at
    21568-69 ¶¶ 106-109.

[^283]: Joint Opposition, Attachment 3: Declaration of Michael L. Katz
    at 3-8.

[^284]: *See id.* at 10-14.

[^285]: Leap Wireless Reply at 13-14.

[^286]: Leap Wireless Petition to Deny at 8-9.

[^287]: 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 providers 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
    wireless service providers. *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.

[^288]: 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 BEA 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*
    Kenneth P. Johnson & John R. Kort, *2004 Redefinition of the BEA
    Economic Areas*, [Surv. of Current Bus.]{.smallcaps}, Nov. 2004, at
    68-71. For purposes of this transaction, we did not adopt the new
    CEA definitions.

[^289]: *See, e.g., Verizon Wireless-RCC Order*, 22 FC Rcd at 12489-90 ¶
    52; *AT&T-Dobson Order*, 22 FCC Rcd at 20317-18 ¶ 40;
    *ALLTEL-Midwest Wireless Order*, 21 FCC Rcd at 11545 ¶ 35;
    *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 Metropolitan Statistical Areas ("MSAs"), 428
    RSAs, and a market for the Gulf of Mexico. *See* *Twelfth
    Competition Report*, 23 FCC Rcd at 2277 ¶ 78. RSAs are regions
    defined by the Commission for the purpose of issuing spectrum
    licenses. *See* *Twelfth Competition Report*, 23 FCC Rcd at 2277
    n.145. *See* discussion justifying the use of CEAs and CMAs *supra*
    para. 49 and note 200.

[^290]: *See* discussion *supra* para. 64.

[^291]: Joint Opposition at Attachment 2.

[^292]: *See id.* at 16.

[^293]: Rural Carriers Petition at 4-6, 8; South Dakota
    Telecommunications Association Petition at 5-6; PISC Reply at 2-3;
    *see also* Chatham Petition to Deny at 4-5 (contending that the
    merged entity will trigger the 95 MHz screen in 330 markets,
    concentrated in Minnesota, Montana, North Dakota, South Dakota, and
    Texas).

[^294]: Rural Carriers Reply at 15-16; Leap Wireless Reply at 15-17.
    Palmetto also argues that the markets in South Carolina that Verizon
    Wireless offered to divest do not correspond to their
    market-by-market analysis. Palmetto Reply at Exhibit A.

[^295]: Rural Carriers Petition at 6.

[^296]: PISC Petition to Deny at 12 n.12, Appendix B; PISC Reply at 3.

[^297]: Palmetto Petition to Deny at 4-5.

[^298]: 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
    Verizon Wireless-RCC Order*, 22 FCC Rcd at 12491 ¶ 57; *AT&T-Dobson
    Order,* 22 FCC Rcd at 20318-19 ¶ 42; *ALLTEL-Midwest Wireless
    Order*, 21 FCC Rcd at 11550 ¶ 47; *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.

[^299]: 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. *See DOJ/FTC Horizontal Merger
    Guidelines* § 2.1; *Verizon Wireless-RCC Order*, 22 FCC Rcd at 12491
    ¶ 57; *AT&T-Dobson Order,* 22 FCC Rcd at 20318-19 ¶ 42;
    *ALLTEL-Midwest Wireless Order*, 21 FCC Rcd at 11554 ¶ 60;
    *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.

[^300]: *See, e.g., Verizon-RCC*, 22 FCC Rcd at 12492-93 ¶ 58;
    *AT&T-Dobson Order,* 22 FCC Rcd at 20319 ¶ 43; *Cingular-AT&T
    Wireless Order*, 19 FCC Rcd at 21569 ¶ 110; *Sprint-Nextel Order*,
    20 FCC Rcd at 13994 ¶ 63.

[^301]: For unilateral effects, the unchallenged aspects include: (1)
    product differentiation and substitutability; (2) network effects;
    (3) marginal cost reductions; (4) spectrum and advanced wireless
    services; and (5) penetration. *See, e.g., Verizon Wireless-RCC*, 22
    FCC Rcd at 12492-93 ¶ 58; AT*&T-Dobson Order,* 22 FCC Rcd at 20321 ¶
    47; *Sprint-Nextel Order*, 20 FCC Rcd at 14002-07, 14009 ¶¶ 94-107,
    115; *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13077-85,
    13819-21, ¶¶ 59-64, 73-83; *Cingular-AT&T Wireless Order*, 19 FCC
    Rcd at 21571-80 ¶¶ 119-133, 138-149; *ALLTEL-Midwest Wireless
    Order*, 21 FCC Rcd at 11553-54 ¶¶ 58-59. For coordinated
    interaction, the unchallenged aspects include: (1) firm and product
    homogeneity; (2) existing cooperative ventures; (3) number of firms;
    (4) technology development; (5) response of rivals; (6) transparency
    of information; and (7) presence of mavericks. *See Verizon
    Wireless-RCC*, 22 FCC Rcd at 12492-93 ¶ 58; *AT&T Dobson Order,* 22
    FCC Rcd at 20321 ¶ 47; *ALLTEL-Midwest Wireless Order*, 21 FCC Rcd
    at 11549 n.73; *Sprint-Nextel Order*, 20 FCC Rcd at 13996-400 ¶¶
    71-88; *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13086-87 ¶¶
    89-92; *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21581-85 ¶¶
    154-163.

[^302]: *See* discussion *infra* paras. 102-113.

[^303]: *See Verizon Wireless-RCC Order*, 22 FCC Rcd at 12492-93 ¶ 58;
    *AT&T-Dobson Order,* 22 FCC Rcd at 20320 ¶ 43; *GCI-Alaska DigiTel
    Order*, 21 FCC Rcd at 14893-94 ¶ 68; *ALLTEL-Midwest Wireless
    Order*, 21 FCC Rcd at 11549-50 ¶ 46.

[^304]: *See Verizon Wireless-RCC Order*, 22 FCC Rcd at 12493 ¶ 59;
    *AT&T-Dobson Order,* 22 FCC Rcd at 20320 ¶ 44; *ALLTEL-Midwest
    Wireless Order*, 21 FCC Rcd at 11550 ¶ 47; *ALLTEL-Western Wireless
    Order*, 20 FCC Rcd at 13075 ¶ 54; *Cingular-AT&T Wireless*, 19 FCC
    Rcd at 21570 ¶ 115; *see* *also* *DOJ/FTC Merger Guidelines* § 2.

[^305]: *See Verizon Wireless-RCC Order*, 22 FCC Rcd at 12493 ¶ 59;
    *AT&T-Dobson Order,* 22 FCC Rcd at 20320 ¶ 44; *ALLTEL-Midwest
    Wireless Order*, 21 FCC Rcd at 11550 ¶ 47; *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.

[^306]: 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 Verizon Wireless-RCC Order*, 22
    FCC Rcd at 12493 n.205; *AT&T-Dobson Order,* 22 FCC Rcd at 20320
    n.150; *ALLTEL-Midwest Wireless Order*, 21 FCC Rcd at 11550 n.176;
    *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.

[^307]: Application, Public Interest Statement at 47.

[^308]: *Id*. at 47-48.

[^309]: *See id.* at 48-49.

[^310]: Application, Public Interest Statement at 50; Application,
    Exhibit 3: Declaration of Dennis Carlton, Allan Shampine, and Hal
    Sider, at 17.

[^311]: Petition to Deny of the Roaming Petitioners at 5 (filed Aug. 11,
    2008) ("Roaming Petitioners Petition to Deny").

[^312]: South Dakota Telecommunications Association Petition at 7-9.

[^313]: *See infra* Part VIII.A (Roaming).

[^314]: *See Verizon Wireless-RCC Order*, 22 FCC Rcd at 12496 ¶ 67;
    *AT&T-Dobson Order,* 22 FCC Rcd at 20321 ¶ 48; *ALLTEL-Midwest
    Wireless Order*, 21 FCC Rcd at 11554 ¶ 60; *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.

[^315]: *See Verizon Wireless-RCC Order*, 22 FCC Rcd at 12496 ¶ 67;
    *AT&T-Dobson Order,* 22 FCC Rcd at 20321 ¶ 48; *ALLTEL-Midwest
    Order*, 21 FCC Rcd at 11554 ¶ 60; *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.

[^316]: *See* *Verizon Wireless-RCC Order*, 22 FCC Rcd at 12496 ¶ 67;
    *AT&T-Dobson Order,* 22 FCC Rcd at 20321-22 ¶ 48; *ALLTEL-Midwest
    Wireless Order*, 21 FCC Rcd at 11554 ¶ 60; *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.

[^317]: Application, Public Interest Statement at 51. *But see* Comments
    of Consumers Union and Consumer Federation of America at 1 (filed
    Oct. 28, 2008) ("Consumers Union Comments") (expressing concern over
    increased prices for text messaging, which "seem to come in parallel
    . . . in a market dominated by two firms").

[^318]: Application, Public Interest Statement at 51.

[^319]: *See id.* at 51-52.

[^320]: *See Verizon Wireless-RCC Order*, 22 FCC Rcd at 12496 ¶ 69;
    *AT&T-Dobson Order,* 22 FCC Rcd at 20322 ¶ 50; *ALLTEL-Midwest
    Wireless Order*, 21 FCC Rcd at 11555 ¶ 62; *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.

[^321]: *See Verizon Wireless-RCC Order*, 22 FCC Rcd at 12496 ¶ 69;
    *AT&T-Dobson Order,* 22 FCC Rcd at 20322 ¶ 50; *ALLTEL-Midwest
    Wireless Order*, 21 FCC Rcd at 11555 ¶ 62; *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.

[^322]: *See id*.

[^323]: *See*, *e.g.*, *Verizon Wireless-RCC Order*, 22 FCC Rcd at
    12496-97 ¶ 70; *AT&T-Dobson Order,* 22 FCC Rcd at 20322 ¶ 51;
    *ALLTEL-Midwest Wireless Order*, 21 FCC Rcd at 11555, 11574-75 ¶ 63,
    App.; *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.

[^324]: *See*, *e.g.*, *Verizon Wireless-RCC Order*, 22 FCC Rcd at
    12496-97 ¶ 70; *AT&T-Dobson Order,* 22 FCC Rcd at 20322 ¶ 51;
    *ALLTEL-Midwest Wireless Order*, 21 FCC Rcd at 11555 ¶ 63;
    *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.

[^325]: *See*, *e.g.*, *Verizon Wireless-RCC Order*, 22 FCC Rcd at 12497
    ¶ 71; *AT&T-Dobson Order,* 22 FCC Rcd at 20322-23 ¶ 52;
    *ALLTEL-Midwest Wireless Order*, 21 FCC Rcd at 11555 ¶ 64;
    *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.

[^326]: *See*, *e.g.*, *Verizon Wireless-RCC Order*, 22 FCC Rcd at 12497
    ¶ 71; *AT&T-Dobson Order,* 22 FCC Rcd at 20322-3 ¶ 52;
    *ALLTEL-Midwest Wireless Order*, 21 FCC Rcd at 11555 ¶ 64;
    *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.

[^327]: In its September 9, 2008, *ex parte* meeting with Commission
    staff, Verizon Wireless raised the issue of its reacquisition of
    licenses in markets that the Commission required them to divest in
    prior transactions. Specifically, in the *Bell Atlantic/Vodafone
    Order*, the Commission required the merged entity (Verizon Wireless)
    to divest cellular licenses under the cellular cross-ownership rule
    in effect at that time. Applications of Vodafone AirTouch, Plc, and
    Bell Atlantic Corporation for Consent to Transfer of Control or
    Assignment of Licenses and Authorizations, *Memorandum Opinion and
    Order*, 15 FCC Rcd 16507, 16517 ¶ 26 (2000). The following cellular
    licenses were subsequently divested to ALLTEL: CMA026 Phoenix, AZ;
    CMA077 Tucson, AZ; CMA077 Tucson, AZ; CMA086 Albuquerque, NM; and
    CMA319 Arizona 2-Coconino. Likewise, in the *Bell Atlantic-GTE*
    *Order*, the Commission required the merged entity to divest
    cellular licenses under the cellular cross-ownership rule. GTE Corp,
    Transferor, and Bell Atlantic Corp., Transferee, For Consent to
    Transfer Control of Domestic and International Sections 214 and 310
    Authorizations and Application to Transfer Control of a Submarine
    Cable Landing License, CC Docket No, 98-184, *Memorandum Opinion and
    Order*, 15 FCC Rcd 14032, 14207-08 ¶¶ 385-386 (2000). The Commission
    required a further divestiture of licenses under its spectrum cap
    (45 megahertz of CMRS spectrum in urban areas, and 55 megahertz in
    rural areas). *Bell Atlantic-GTE Order*, 15 FCC Rcd at 14207-08 ¶¶
    385-86*.* Bell Atlantic, which later became part of Verizon
    Wireless, also entered into a Consent Decree with the Department of
    Justice that required divestitures. The assets that Verizon Wireless
    proposes acquiring as part of the current transaction did not rely
    on the Consent Decree with the DOJ and were divested without
    additional conditions.

    As noted above, following these changes the Commission began using
    the case-by-case analysis of proposed wireless transactions it is
    using here to determine the competitive effects and implications for
    the public interest. *See* 200 Biennial Regulatory Review Spectrum
    Aggregation Limits for Commercial Mobile Radio Services, WT Docket
    No. 01-14, *Report and Order*, 16 FCC Rcd 22668, 22695-97 ¶¶ 54-58
    (2001). We will therefore evaluate these markets as part of our
    market-by-market analysis.

[^328]: *Verizon Wireless-RCC Order*, 22 FCC Rcd at 12497 at ¶ 72;
    *AT&T-Dobson Order,* 22 FCC Rcd at 20323 ¶ 53; *ALLTEL-Midwest
    Wireless Order*, 21 FCC Rcd at 11556 ¶ 65; *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.

[^329]: This data was provided to the Commission by NeuStar.

[^330]: Joint Opposition at 36.

[^331]: *See id.* at 36-37.

[^332]: *See id.* at 39-40.

[^333]: Several commenters asked for divestiture conditions that address
    specific issues in their regions. The South Dakota
    Telecommunications Association argues that the merged entity should
    divest all of ALLTEL's assets in South Dakota that overlap with
    Verizon Wireless's assets because the two companies are the dominant
    competitors in the state and the merged entity would control an
    anti-competitive amount of spectrum with a divestiture. South Dakota
    Telecommunications Association Petition at 8-9.

    Palmetto contends that Verizon Wireless should divest spectrum in 13
    CMAs in South Carolina. Palmetto Petition to Deny at 23. Palmetto
    identifies CMA67 Greenville-Spartanburg, SC; CMA90 Charleston-North
    Charleston, SC; CMA95 Columbia, SC; CMA108 Augusta, GA/SC; CMA227
    Anderson, SC; CMA264 Florence, SC; CMA625 South Carolina 1-Oconee;
    CMA626 South Carolina 2-Laurens; CMA627 South Carolina 3-Cherokee;
    CMA630 South Carolina 6-Clarendon; CMA631 South Carolina 7-Calhoun;
    CMA632 South Carolina 8-Hampton; and CMA633 South Carolina
    9-Lancaster. Palmetto expresses concern that without these
    conditions, competitors would not have a strong enough market
    presence to counterbalance the merged entities market power and the
    merged entity will face only three competitors in one third of South
    Carolina counties. *See also* Palmetto Reply at 2, 17; *see also
    id.* at 4-15, Exhibit A (analyzing each South Carolina market).

    Chatham argues in its reply that Verizon Wireless should divest
    markets in Minnesota, Montana, North Dakota, and South Dakota
    because the markets are particularly concentrated in those states.
    Chatham Reply at 6-7.

    The Rural Carriers ask for divestitures in CMA153 Columbus, GA;
    CMA261 Albany, GA; CMA311 Alabama 5-Cleburne RSA; CMA314 Alabama
    8-Lee RSA; CMA375 Georgia 5-Haralson RSA; CMA376 Georgia 6-Spalding;
    CMA392 Idaho 5-Butte; and CMA393 Idaho 6-Clark. Rural Carriers Reply
    at 15, 17; Rural Carriers October 28, 2008 *Ex Parte* Filing at 2.

[^334]: PISC Petition to Deny at 6; Chatham Petition to Deny at 5-6,
    15-19 (arguing nearby competition will not suffice to constrain
    anticompetitive actions); Chatham Reply at 7-8; Rural Carriers Reply
    at 2 n.3, 8, 11; Petition to Deny of the National Telecommunication
    Cooperative Association at 6-7 (filed Aug. 11, 2008) ("NTCA Petition
    to Deny"); PISC Reply at 1-2 n.4.

[^335]: Chatham Petition to Deny at ii; *see also* Petition to Deny of
    Organization for the Promotion and Advancement of Small
    Telecommunications Companies and the Rural Independent Competitive
    Alliance at 7-8 (filed Aug. 11, 2008) ("OPASTCO and RICA Petition to
    Deny") (arguing the Commission should prevent concentration of
    spectrum with nationwide carriers and proposing that the merged
    entity divest, to rural carriers, its spectrum assets in any county
    in which it hold licenses for more than 110 megahertz of spectrum).

[^336]: Rural Carriers Petition at 9-10. Specifically, the Rural
    Carriers expressed concern about CMA153 Columbus, GA-AL; CMA261
    Albany, GA; CMA31 Alabama 5-Cleburne; CMA314 Alabama 8-Lee; CMA375
    Georgia 5-Haralson; CMA376 Georgia 6-Spalding; CMA392 Idaho 5-Butte;
    and CMA393 Idaho 6-Clark. *Id.*

[^337]: Rural Telecommunications Group Petition to Deny at 19-21;
    Palmetto Petition to Deny at 5-7, 22-23; Palmetto Reply at 15-16;
    Rural Telecommunications Group Reply at 10-12 (clarifying that the
    commenters are not requesting a new rule, but only suggesting a
    method for determining how much ALLTEL spectrum Verizon Wireless
    should be required to divest); *see also* Rural Telecommunications
    Group Petition to Deny at 19 n.43 (claiming that the Commission can
    determine the appropriate markets for divestiture using information
    from the Universal Licensing System ("ULS") database). Similarly,
    the Rural Carriers suggest that the Commission should require
    divestiture of all spectrum in excess of 95 megahertz that it would
    hold below 2 GHz. Rural Carriers Petition at 9 n.18.

[^338]: Rural Carriers Petition at 9. In particular, the Rural Carriers
    suggest the Commission require Verizon Wireless to divest CMA153
    Columbus, GA-AL; CMA261 Albany, GA; CMA311 Alabama 5-Cleburne;
    CMA314 Alabama 8-Lee; CMA375 Georgia 5-Haralson; CMA376 Georgia
    6-Spalding; CMA392 Idaho 5-Butte; and CMA393 Idaho 6-Clark. Rural
    Carriers Petition at 10.

[^339]: Joint Opposition at 39-40.

[^340]: *Sprint-Nextel Order*, 20 FCC Rcd at 14010 ¶ 119.

[^341]: Application of the initial screen on a CEA basis shows that no
    potential markets of concern are identified that are not also
    identified by CMA application of the screen. 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. Therefore, we undertake our in-depth analysis on the basis of
    CMA areas only.

[^342]: *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21595 ¶ 191.

[^343]: For purposes of this determination, we define fully built-out as
    having coverage of at least 70% of the population in the CMA.

[^344]: These contiguous markets are CMA253 Sioux City-IA-NE, CMA267
    Sioux Falls, SD, CMA419 Iowa 8-Monona, CMA490 Minnesota 9-Pipestone,
    and CMA642 South Dakota 9-Hanson.

[^345]: We conclude that spectrum aggregation in this market does not
    raise concerns of competitive harm. AWS-1 is included in the
    spectrum aggregation screen, while BRS spectrum is not.
    Post-transaction, the merged entity would hold 87 to 114 megahertz
    in this CMA out of a possible 370 megahertz, reflecting
    approximately 23.5% to 30.8% of this spectrum. There are many other
    licensees in the market as well as significant other spectrum
    available for use.

[^346]: For CMA181 Muskegon, MI and CMA478 Michigan 7-Newaygo, AWS-1 and
    BRS spectrum is included in the spectrum aggregation screen.
    Post-transaction, the merged entity would hold 94 to 119 megahertz
    in these CMAs out of a possible 425 megahertz, and therefore
    spectrum aggregation is unlikely in and of itself to result in
    competitive harms. For CMA476 Michigan 5-Manistee, AWS-1 spectrum is
    included in the spectrum aggregation screen. Post-transaction, the
    merged entity would hold 82 to 87 megahertz in this CMA out of a
    possible 370 megahertz, and therefore spectrum aggregation is
    unlikely in and of itself to result in competitive harms.

[^347]: Verizon Wireless's market share in CMA476 Michigan 5-Manistee is
    \[REDACTED\].

[^348]: The two CMAs are CMA566 North Carolina 2-Yancey and CMA681
    Virginia 1-Lee.

[^349]: We conclude that spectrum aggregation in this market does not
    raise concerns of competitive harm. If all relevant spectrum
    holdings in this CMA were combined, the merged entity's total
    spectrum aggregation on a county-by-county basis in this CMA would
    come to 107 megahertz of a total of 370 megahertz of cellular, PCS,
    SMR, 700 MHz, AWS-1 spectrum available for mobile
    telephony/broadband services within the CMA, reflecting
    approximately 28.9% of this spectrum. There are many other licensees
    in the market as well as significant other spectrum available for
    use.

[^350]: Both CMAs in the Alabama Cluster are contiguous to CMA313
    Alabama 7-Butler. Also, CMA314 Alabama 8 is also contiguous to
    several other divestiture markets -- CMA246 Dothan, AL; CMA379
    Georgia 9-Marion; and CMA383 Georgia 13-Early.

[^351]: For both of these CMAs, AWS-1 and BRS spectrum is included in
    the spectrum aggregation screen. Post-transaction, the merged entity
    would hold 92 to 127 megahertz in these CMAs out of a possible 425
    megahertz, and therefore spectrum aggregation is unlikely in and of
    itself to result in competitive harms.

[^352]: \[REDACTED\] of Verizon Wireless's customers have ported to
    ALLTEL and \[REDACTED\] of ALLTEL's customers have ported to Verizon
    Wireless.

[^353]: We conclude that spectrum aggregation in this market does not
    raise concerns of competitive harm. AWS-1 and BRS are included in
    the spectrum aggregation screen for this CMA. Post-transaction, the
    merged entity would hold 87 to 97 megahertz in these CMAs out of a
    possible 425 megahertz, and therefore spectrum aggregation is
    unlikely in and of itself to result in competitive harms.

[^354]: The two CMAs are CMA566 North Carolina 2-Yancey and
    CMA681Virginia 1-Lee.

[^355]: For CMA646 Tennessee 4-Hamblen, AWS-1 and BRS are included in
    the analysis, and post-transaction the merged entity would hold 102
    to 107 megahertz in this CMA out of a possible 425 megahertz.
    Therefore, spectrum aggregation is unlikely in and of itself to
    result in competitive harms.

[^356]: *See, e.g., XM-Sirius Order*, 23 FCC Rcd at 12383 at ¶ 75;
    *Verizon Wireless-RCC Order*, 22 FCC Rcd at 12504 ¶ 91; *AT&T-Dobson
    Order*, 22 FCC Rcd at 20330 ¶ 73; *AT&T-BellSouth Order*, 22 FCC Rcd
    at 5760 ¶ 200; *ALLTEL-Midwest Wireless Order*, 21 FCC Rcd at 11564
    ¶ 105; *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.

[^357]: *See, e.g., Verizon Wireless-RCC Order*, 22 FCC Rcd at 12504
    ¶ 91; *AT&T-Dobson Order,* 22 FCC Rcd at 20330 ¶ 73; *AT&T-BellSouth
    Order*, 22 FCC Rcd at 5760 ¶ 200; *ALLTEL-Midwest Wireless Order*,
    21 FCC Rcd at 11564 ¶ 105; *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.

[^358]: *See, e.g.,* *Verizon Wireless-RCC Order*, 22 FCC Rcd at 12504 ¶
    92; *AT&T-Dobson Order,* 22 FCC Rcd at 20330 ¶ 74.

[^359]: *E.g., Verizon Wireless-RCC Order*, 22 FCC Rcd at 12504-05 ¶ 93;
    *AT&T-Dobson Order,* 22 FCC Rcd at 20330 ¶ 75; *AT&T-BellSouth
    Order*, 22 FCC Rcd at 5760 ¶ 201; *ALLTEL-Midwest Wireless Order*,
    21 FCC Rcd at 11564 ¶ 107; *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.

[^360]: *See, e.g.,* *Verizon Wireless-RCC Order*, 22 FCC Rcd at
    12504-05 ¶ 93; *AT&T-Dobson Order,* 22 FCC Rcd at 20330-31 ¶ 75;
    *AT&T-BellSouth Order*, 22 FCC Rcd at 5760-61 ¶ 201; *ALLTEL-Midwest
    Wireless Order*, 21 FCC Rcd at 11564 ¶ 107; *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.

[^361]: *XM-Sirius Order*, 23 FCC Rcd at 12383 ¶ 75; *Verizon
    Wireless-RCC Order*, 22 FCC Rcd at 12505-06 ¶ 94; *AT&T-Dobson
    Order,* 22 FCC Rcd at 20331 ¶ 76; *AT&T-BellSouth Order*, 22 FCC Rcd
    at 5671 ¶ 202; *ALLTEL-Midwest Wireless Order*, 21 FCC Rcd at 11564
    ¶ 108; *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. *Cf.*
    *DOJ/FTC Merger Guidelines* § 4.

[^362]: *See XM-Sirius Order*, 23 FCC Rcd at 12383 ¶ 75; *Verizon
    Wireless-RCC Order*, 22 FCC Rcd at 12505-06 ¶ 94; *AT&T-Dobson
    Order,* 22 FCC Rcd at 20331 ¶ 76; *AT&T-BellSouth Order*, 22 FCC Rcd
    at 5671 ¶ 202; *ALLTEL-Midwest Wireless Order*, 21 FCC Rcd at
    11564-65 ¶ 108; *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.

[^363]: *XM-Sirius Order*, 23 FCC Rcd at 12383 ¶ 75; *Verizon
    Wireless-RCC Order*, 22 FCC Rcd at 12505-06 ¶ 94; *AT&T-Dobson
    Order,* 22 FCC Rcd at 20331 ¶ 76; *AT&T-BellSouth Order*, 22 FCC Rcd
    at 5671 ¶ 202; *ALLTEL-Midwest Wireless Order*, 21 FCC Rcd at 11565
    ¶ 108; *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.

[^364]: *XM-Sirius Order*, 23 FCC Rcd at 12383 ¶ 75; *Verizon
    Wireless-RCC Order*, 22 FCC Rcd at 12505-06 ¶ 94; *AT&T-Dobson
    Order,* 22 FCC Rcd at 20331 ¶ 76; *AT&T-BellSouth Order*, 22 FCC Rcd
    at 5671 ¶ 202; *ALLTEL-Midwest Wireless Order*, 21 FCC Rcd at 11565
    ¶ 108; *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.

[^365]: *Verizon Wireless-RCC Order*, 22 FCC Rcd at 12505-06 ¶ 94;
    *AT&T-Dobson Order,* 22 FCC Rcd at 20331-32 ¶ 76; *AT&T-BellSouth
    Order*, 22 FCC Rcd at 5671 ¶ 202; *ALLTEL-Midwest Wireless Order*,
    21 FCC Rcd at 11565 ¶ 108; *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.

[^366]: *Verizon Wireless-RCC Order*, 22 FCC Rcd at 12505-06 ¶ 94;
    *AT&T-Dobson Order,* 22 FCC Rcd at 20332 ¶ 76; *AT&T-BellSouth
    Order*, 22 FCC Rcd at 5671 ¶ 202; *ALLTEL-Midwest Wireless Order*,
    21 FCC Rcd at 11565 ¶ 108; *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.

[^367]: *XM-Sirius Order*, 23 FCC Rcd at 12384 ¶ 76; *Verizon
    Wireless-RCC Order*, 22 FCC Rcd at 12506 ¶ 95; *AT&T-Dobson Order,*
    22 FCC Rcd at 20332 ¶ 77; *AT&T-BellSouth Order*, 22 FCC Rcd at 5671
    ¶ 203; *ALLTEL-Midwest Wireless Order*, 21 FCC Rcd at 11565 ¶ 109;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13102 ¶ 137;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21600 ¶ 206.

[^368]: *XM-Sirius Order*, 23 FCC Rcd at 12384 ¶ 76; *Verizon
    Wireless-RCC Order*, 22 FCC Rcd at 12506 ¶ 95; *AT&T-Dobson Order,*
    22 FCC Rcd at 20332 ¶ 77; *AT&T-BellSouth Order*, 22 FCC Rcd at
    5671-72 ¶ 203; *ALLTEL-Midwest Wireless Order*, 21 FCC Rcd at
    11565-66 ¶ 109; *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.").

[^369]: We evaluate the potential public interest benefits of the
    proposed transaction taking into account (1) Verizon Wireless's
    voluntary commitment to divest 100 markets and (2) our finding that
    competitive harm is unlikely in all but five of the other 118
    markets identified by the initial screen.

[^370]: *See, e.g., See, e.g., XM-Sirius Order*, 23 FCC Rcd at 12384 ¶
    76; *Verizon Wireless-RCC Order*, 23 FCC Rcd at 12506 ¶ 95;
    *AT&T-Dobson Order,* 22 FCC Rcd at 20332 ¶ 77; *AT&T-BellSouth
    Order*, 22 FCC Rcd at 5672 ¶ 203; *ALLTEL-Midwest Wireless Order*,
    21 FCC Rcd at 11566 ¶ 109.

[^371]: *See* Joint Opposition at 3.

[^372]: *See id*.

[^373]: OPASTCO and RICA Petition to Deny at 6; PISC Reply at 1, 8.

[^374]: Palmetto Reply at 1, 6.

[^375]: Rural Telecommunications Group, Inc. Petition to Deny at i
    (arguing that the proposed transaction "will destroy the
    availability of Commercial Mobile Radiotelephone Service in rural
    America."); NTCA Petition to Deny at 3-4 (asserting that the
    proposed merger will result in the loss of rural wireless carriers
    and consequently "the loss of rural wireless service."). The Rural
    Telecommunications Group also asserts that the Application present a
    substantial and material question of fact as to whether the proposed
    merger serves the public interest and thus should be designated for
    hearing pursuant to section 309(c) of the Communications Act. *Id.*
    at 8-9; *see also* Cellular South Petition to Deny at 16-18
    (requesting that the Commission designate the Application for
    hearing). The Applicants respond that that the Rural
    Telecommunications Group has cited no material questions of fact
    that would require a hearing. Joint Opposition at 2 n.3. We agree;
    neither the Rural Telecommunications Group nor Cellular South has
    presented material questions of fact warranting a hearing in this
    matter. Cellular South also argues that the Applicants have made
    impermissible *ex parte* presentations, which cannot be used to
    support the Commission's public interest determination, thus further
    necessitating the designation of the Applications for hearing.
    Cellular South Supplement at 6. The Applicants' *ex parte*
    presentations were appropriately made to the Commission and, coupled
    with the record in this matter, provide ample support for the
    Commission's public interest determination. *See* discussion *infra*
    at paras. 219-220.

[^376]: Application, Public Interest Statement at 9-10, 22-23; Joint
    Opposition at 3, 7-8.

[^377]: Application, Public Interest Statement at 11-22; Joint
    Opposition at 4-9.

[^378]: Application, Public Interest Statement at 23-25; Joint
    Opposition at 4-5, 8, 9-12.

[^379]: Application, Public Interest Statement at 14-16, 18-22; Joint
    Opposition at 5-8.

[^380]: Application, Public Interest Statement at 25-27; Joint
    Opposition at 8-9; Joint Opposition, Attachment 1: Reply Declaration
    of Dennis Carlton, Allan Shampine, and Hal Sider at 2-17 ("Reply
    Declaration").

[^381]: Application, Public Interest Statement at 27-29; Joint
    Opposition at 9.

[^382]: Application, Public Interest Statement at 10, 23. *See also*
    Information Request Response at 3, 6 (calculating the difference
    between the combined entity's license footprint coverage of 446 RSAs
    and Verizon Wireless's existing coverage of 435 RSAs). These markets
    include CMA414 Iowa 3-Monroe; CMA424 Iowa 13-Mitchell; CMA425 Iowa
    14-Kossuth; CMA430 Kansas 3-Jewell; CMA431 Kansas 4-Marshall; CMA435
    Kansas 8-Ellsworth; CMA436 Kansas 9-Morris; CMA441 Kansas 14-Reno;
    CMA504 Missouri 1-Atchison; CMA506 Missouri 3-Schuyler; and CMA540
    Nebraska 8-Chase. Application, Public Interest Statement at 10 n.21.

[^383]: These markets include CMA325 Arkansas 2-Marion; CMA326 Arkansas
    3-Sharp; CMA327 Arkansas 4-Clay; CMA332 Arkansas 9-Polk; CMA333
    Arkansas 10-Garland; CMA334 Arkansas 11-Hempstead; CMA335 Arkansas
    12-Ouachita; CMA354 Colorado 7-Saguache; CMA381 Georgia 11-Toombs;
    CMA417 Iowa 6-Iowa; CMA422 Iowa 11-Hardin; CMA423 Iowa
    12-Winneshiek; CMA426 Iowa 15-Dickinson; CMA427 Iowa 16-Lyon; CMA432
    Kansas 5-Brown; CMA437 Kansas 10-Franklin; CMA442 Kansas 15-Elk;
    CMA457 Louisiana 4-Caldwell; CMA497 Mississippi 5-Washington; CMA502
    Mississippi 10-Smith; CMA503 Mississippi 11-Lamar; CMA505 Missouri
    2-Harrison; CMA507 Missouri 4-De Kalb; CMA518 Missouri 15-Stone;
    CMA520 Missouri 17-Shannon; CMA533 Nebraska 1-Sioux; CMA534 Nebraska
    2-Cherry; CMA535 Nebraska 3-Knox; CMA536 Nebraska 4-Grant; CMA537
    Nebraska 5-Boone; CMA538 Nebraska 6-Keith; CMA541 Nebraska 9-Adams;
    CMA554 New Mexico 2-Colfax; CMA558 New Mexico 6-Lincoln; CMA571
    North Carolina 7-Rockingham; CMA596 Oklahoma 1-Cimarron; CMA598
    Oklahoma 3-Grant; CMA599 Oklahoma 4-Nowata; CMA663 Texas
    12-Hudspeth; CMA677 Utah 5-Carbon; CMA687 Virginia 7-Buckingham;
    CMA706 West Virginia 6-Lincoln; and CMA715 Wisconsin 8-Vernon.
    Application, Public Interest Statement at 10 n.22.

[^384]: Application, Public Interest Statement at 10, 23; Joint
    Opposition at 7.

[^385]: Information Request Response at 3, 6 (calculating the difference
    between the combined entity's license footprint coverage of
    300,759,360 POPs throughout \[REDACTED\] of the U.S. geographic area
    and Verizon Wireless's existing coverage of 297,919,998 POPs
    throughout \[REDACTED\] of the U.S. geographic area); *see also*
    discussion *supra* note 22 (discussing license coverage data).

[^386]: Information Request Response at 4, 6 (calculating the difference
    between the combined entity's license footprint coverage of
    300,759,360 POPs throughout \[REDACTED\] of the U.S. geographic
    area, including 446 RSAs, and ALLTEL's existing coverage of
    83,425,541 POPs throughout \[REDACTED\] of the U.S. geographic area,
    including 269 RSAs).

[^387]: Application, Public Interest Statement at 17.

[^388]: Information Request Response at 3, 6 (calculating the difference
    between the combined entity's total CDMA network coverage of
    287,462,999 POPs throughout \[REDACTED\] of the U.S. geographic
    area, including 400 RSAs, and Verizon Wireless's existing coverage
    of 267,784,907 POPs throughout \[REDACTED\] of the U.S. geographic
    area, including 333 RSAs), *see also* discussion *supra* note 21
    (discussing network coverage data).

[^389]: Information Request Response at 4, 6 (calculating the difference
    between the combined entity's total CDMA network coverage of
    287,462,999 POPs throughout \[REDACTED\] of the U.S. geographic
    area, including 400 RSAs, and ALLTEL's existing coverage of
    75,965,981 POPs throughout \[REDACTED\] of the U.S. geographic area,
    including 254 RSAs).

[^390]: Application, Public Interest Statement at 12.

[^391]: Information Request Response at 3 (showing 256,454,756 POPs
    covered by EvDO Rev. A out of a total of 267,784,907 POPs covered by
    Verizon Wireless's total CDMA network).

[^392]: Application, Public Interest Statement at 12-13; Joint
    Opposition at 11 (ALLTEL intends to cover portions of 18 markets
    with EvDO Rev. A by year end 2008); Information Request Response at
    4 (showing ALLTEL EvDO Rev. A coverage of \[REDACTED\] POPs).

[^393]: Information Request Response at 3, 6 (calculating the difference
    between the combined entity's EvDO Rev. A network coverage of
    257,813,104 POPs throughout \[REDACTED\] of the U.S. geographic
    area, including 293 RSAs, and Verizon Wireless's existing coverage
    of 256,454,756 POPs throughout \[REDACTED\] of the U.S. geographic
    area, including 287 RSAs).

[^394]: Information Request Response at 4, 6 (calculating the difference
    between the combined entity's EvDO Rev. A network coverage of
    257,813,104 POPs throughout \[REDACTED\] of the U.S. geographic
    area, including 293 RSAs, and ALLTEL's existing coverage of
    \[REDACTED\] POPs throughout \[REDACTED\] of the U.S. geographic
    area, including \[REDACTED\] RSAs).

[^395]: Application, Public Interest Statement at 16. *See also*
    Comments of Pacific Research Institute at 1 ("Because Verizon and
    ALLTEL already utilize compatible technologies, they are
    well-positioned to integrate their networks and ensure that the
    roll-out of LTE simultaneously reaches both rural and urban
    communities.").

[^396]: Information Request Response at 9. Verizon Wireless states that
    it "cannot provide a more exact timeframe for integrating ALLTEL's
    CDMA network into Verizon Wireless's existing operations because the
    companies have not yet conducted detailed integration planning and
    Verizon Wireless does not yet have the kind of detailed information
    about ALLTEL's network and operations that would be needed before a
    precise estimation could be made. *See id*. at 9-10.

[^397]: *Id.* at 10 (stating that the enhanced interoperability achieved
    by adding connectivity and using software features will provide
    seamless operations and improved service quality).

[^398]: *Id.*

[^399]: *Id.*

[^400]: *Id.*

[^401]: *Id.*

[^402]: Application, Public Interest Statement at 24.

[^403]: *Id.*at 17; Information Request Response at 20.

[^404]: Information Request Response at 20.

[^405]: *See* discussion of VCast™ and VZNavigator *infra* paras. 133
    and 134.

[^406]: Information Request Response at 20.

[^407]: *Id*. at 21.

[^408]: *Id*. The Applicants explain that hand-off of calls between cell
    sites can be managed more effectively and smoothly when the cell
    sites are in the same integrated network as compared to calls
    between contiguous networks with different operators, technology,
    and processes. *Id.*

[^409]: Application, Public Interest Statement at 17.

[^410]: Information Request Response at 11.

[^411]: *Id*.

[^412]: *Ex Parte* Letter from Caressa D. Bennet, General Counsel, Rural
    Telecommunications Group, Inc., to Marlene H. Dortch, Secretary,
    Federal Communications Commission (Oct. 9, 2008) at 2 ("Rural
    Telecommunications Group Oct. 9, 2008 *Ex Parte* Letter").

[^413]: Rural Telecommunications Group Oct. 9, 2008 *Ex Parte* Letter at
    2.

[^414]: Rural Telecommunications Group Oct. 9, 2008 *Ex Parte* Letter at
    2.

[^415]: *Id*. at 4.

[^416]: *Ex Parte* Letter from Jean L. Kiddoo, Bingham McCutchen LLP, to
    Marlene H. Dortch, Secretary, Federal Communications Commission, at
    Attachment (Oct. 28, 2008) ("MetroPCS *et al.* Roaming *Ex Parte*
    Letter") (presenting the consensus position regarding roaming
    conditions of MetroPCS, NTELOS, Leap Wireless, The Rural
    Telecommunications Group, and the Rural Cellular Association).

[^417]: Application, Public Interest Statement at 9-10. *See, e.g.,*
    Comments of Communications Consumers United at 1; Comments of
    Consumers for Competitive Choice at 1 (merger "will speed the spread
    of wireless broadband technology, especially to consumers in rural
    areas"); Comments of the Dominican American National Roundtable at 1
    ("Verizon Wireless also has the scale and scope to invest in network
    facilities in urban and rural areas -- many areas in which there is
    a dense Dominican population."); Reply Comments of the Institute for
    Policy Innovation at 3 ("greatest benefits will accrue to the rural
    areas, given their enhanced access to a true national network");
    Comments of the National Indian Council on Aging at 1 (merged entity
    "will have the capability to increase investment in ...rural and
    reservation areas and bring wireless service to more Americans");
    Comments of Native American Television at 1 (merged entity will
    "accelerate delivery of broadband to Native American homes, schools,
    health clinics and businesses" via ALLTEL's extensive rural
    coverage); Comments of Nebraska Chamber of Commerce and Industry at
    1 ("Verizon has the ability to make significant investment in rural
    infrastructure"); Comments of the Organizations Concerned About
    Rural Education at 1 ("combined entity will be good for rural
    America, particularly for schools in rural communities"); Comments
    of the Small Business and Entrepreneurship Council at 3 ("In
    particular, small businesses in the rural areas served by Alltel
    should experience tremendous gains in terms of wireless speed and
    services."); Comments of the State of Nebraska at 1 ("The
    combination of these two complimentary networks will yield
    technologic and economic benefits to Nebraska and all of rural
    America."); Comments of Telecommunications for the Deaf at 1 (merger
    will be of "special benefit to rural Americans seeking broadband
    service"); Comments of U.S. Cattlemen's Association at 1 ("We
    believe the merger between Verizon Wireless and Alltel will boost
    competition in the cell phone industry while bringing broadband and
    its innovations to all Americans -- whether they live in downtown or
    on the farm.").

[^418]: Application, Public Interest Statement at 11. *See also*
    *Twelfth Competition Report*, 23 FCC Rcd at 2288 ¶ 103 (discussing
    the Commission's "baseline" definition of rural areas).

[^419]: Application, Public Interest Statement at 11, 13; Joint
    Opposition at 3. *See also* Comments of the National Hispanic
    Council on Aging at 2 ("Furthermore, with Verizon Wireless
    continually investing in its technology and network, the merger is
    the fastest way Alltel's 13 million customers, including
    concentrations of Hispanics in key markets, will gain access to
    next-generation wireless services."); Comments of the United
    States-Mexico Chamber of Commerce at 1 (merger will "accelerate the
    benefits of wireless broadband by extending Verizon's advanced
    wireless network technology into areas currently served by Alltel");
    Comments of the Hispanic Alliance for Progress Institute at 1
    (noting that the combination of Verizon Wireless and ALLTEL will
    "spur innovation and bring fascinating new inventions and
    technologies to the Hispanic community nationwide"); Comments of
    American GI Forum of the United States at 1 ("Alltel's services
    could clearly benefit from an infusion of resources, such as those
    held by Verizon Wireless, to advance network services and
    devices.").

[^420]: Rural Telecommunications Group Reply at 5, 7. *See also*
    Comments of Charlene Schlueter at 1 (filed Oct. 28, 2008)
    (expressing concern that merger will adversely affect service to
    rural areas); Comments of All West Communications at 1 (filed Oct.
    15, 2008) (arguing that merger has "very real potential to injure
    competition and to harm small businesses and consumers in rural
    communities across America"); Comments of Columbine Telephone
    Company, Inc. at 1 (filed Oct. 15, 2008) (same); Comments of Dubois
    Telephone Exchange, Inc. at 1 (filed Oct. 15, 2008) (same); Comments
    of Emery Telecom at 1 (filed Oct. 15, 2008) (same); Comments of
    Public Service Communications at 1 (filed Oct. 17, 2008) (same);
    Comments of South Central Utah Telephone Association, Inc. at 1
    (filed Oct. 15, 2008) (same).

[^421]: Rural Telecommunications Group Reply at 6, n.10.

[^422]: *Id*. at 6-7.

[^423]: Application, Public Interest Statement at 12-13; Information
    Request Response at 4 (EvDO deployed in ALLTEL CDMA networks
    covering 57,869,756 POPs; ALLTEL CDMA networks cover 75,965,981
    POPs).

[^424]: Information Request Response at 4 (showing 1xRTT being available
    to all POPs covered by ALLTEL's CDMA network).

[^425]: *Id*. at 4 (stating that ALLTEL's CDMA network covers 75,965,981
    million POPs and the CDMA network with EvDO Rev. A covers
    \[REDACTED\] POPs).

[^426]: *See* discussion *supra* para. 123; *see also* Joint Opposition
    at 10 (1xRTT: published download and upload speeds of 60-80 Kbps;
    EvDO Rev. 0: published download speeds of 400-700 Kbps, published
    upload speeds of 60-80 Kbps; EvDO Rev. A: published download speeds
    of 600 Kbps--1.4 Mbps, published upload speeds of 500-800 Kbps).

[^427]: Application, Public Interest Statement at 13; Joint Opposition
    at 11; Information Request Response at 15.

[^428]: Information Request Response at 15.

[^429]: Leap Wireless Petition to Deny at 15; Comments of Leap Wireless
    International, Inc. on Applicants' Confidential Submissions at 4-5
    (filed Oct. 27, 2008) ("Leap Wireless Comments").

[^430]: Leap Wireless Reply at 6.

[^431]: Leap Wireless Petition to Deny at 15; Leap Wireless Reply at
    7-8; Leap Wireless Comments at 2.

[^432]: Rural Telecommunications Group Reply at 5-8.

[^433]: *Id*. at 6. *See also* Leap Wireless Comments at 5 (noting that
    Verizon Wireless has never specifically indicated the amount of time
    that the merger would save in the deployment of EvDo Rev. A in
    ALLTEL's network).

[^434]: Joint Opposition at 3, 9-10; Information Request Response at 7.
    Atlantis explains that the decision to sell ALLTEL to Verizon
    Wireless was based in part upon concerns over Atlantis's ability in
    secure financing for long --term investments in rural markets given
    the tightening credit market. *See* Joint Opposition at 85-88; *Ex
    Parte* Letter from Kathleen Q. Abernathy, Counsel for ALLTEL
    Communications, LLC, to Marlene H. Dortch, Secretary, Federal
    Communications Commission, at 1 (Oct. 1, 2008). Atlantis further
    explains that its controlling interests -- TPG Capital and Goldman
    Sachs -- "determined that the offer by Verizon Wireless to purchase
    ALLTEL was the best vehicle available to ensure future capital
    intensive investments in wireless services that are important to
    rural America and to ALLTEL's customers." *Id*. Leap Wireless argues
    that ALLTEL is fully capable of funding the conversion of all of its
    sites to EvDO Rev. A within a year on its own. Leap Wireless
    Comments at 5 (quoting August 13, 2008 ALLTEL Corporation, Form 10-Q
    which states that ALLTEL has been "fund\[ing\] substantially all of
    its capital expenditures \[(including network upgrades)\] through
    internally generated funds" (additions made by Leap Wireless)).

[^435]: Joint Opposition at 10.

[^436]: *Id*. *See also* Information Request Response at 4 (stating that
    ALLTEL has deployed EvDO in an area covering approximately 57.9
    million POPS and \[REDACTED\] of the geographic U.S. and EvDO Rev. A
    in an area covering \[REDACTED\] POPs and \[REDACTED\] of the
    geographic U.S.).

[^437]: Information Request Response at 7.

[^438]: *Id*. at 6.

[^439]: Application, Public Interest Statement at 13; Joint Opposition
    at 11; Information Request Response at 5.

[^440]: Information Request Response at 6.

[^441]: *Id*. at 7.

[^442]: Joint Opposition at 11; Information Request Response at 7
    ("\[A\]s additional capital becomes available, Verizon Wireless will
    also begin to deploy EvDO Rev. A in other parts of ALLTEL's network,
    including sites where ALLTEL currently offers only 1xRTT"). PISC
    asks the Commission to impose build-out timelines and benchmarks on
    the merged entity's planned upgrade of ALLTEL's network to EvDO Rev.
    A and LTE as a condition of approval. PISC Petition to Deny at 16.
    We decline to impose this condition because we find that it is not
    designed to remedy transaction-specific harms.

[^443]: Application, Public Interest Statement at 18.

[^444]: *Id*. at 12.

[^445]: Information Request Response at 13.

[^446]: Application, Public Interest Statement at 18.

[^447]: Information Request Response at 13.

[^448]: *Id*.

[^449]: Application, Public Interest Statement at 18.

[^450]: Information Request Response at 13.

[^451]: *Id*.

[^452]: Application, Public Interest Statement at 12, 19.

[^453]: *Id*. at 12.

[^454]: Information Request Response at 13.

[^455]: *Id*. at 13-14.

[^456]: Application, Public Interest Statement at 18. *See also*
    Comments of the U.S. Hispanic Chamber of Commerce at 1 (the
    transaction "places into the hands of US Hispanic small businesses
    the best available and innovative wireless services on the market");
    Comments of the National Indian Council on Aging at 1 ("This merger
    will open up new and increased wireless service choice to consumers
    living in areas with heavier concentrations of American Indians.");
    Comments of the League of United Latin American Citizens at 1 ("when
    the merger is complete, even more consumers will enjoy the
    innovations Verizon Wireless plans to bring to market in years to
    come"). The Applicants anticipate that Verizon Wireless's services
    and content will be available to current ALLTEL subscribers on a
    market-by-market basis as soon as four months after closing.
    Information Request Response at 14.

[^457]: Application, Public Interest Statement at 13; Joint Opposition
    at 12; Information Request Response at 8-9.

[^458]: Joint Opposition at 12. The Applicants note that ALLTEL does not
    have a definitive schedule for deploying LTE. Information Request
    Response at 9.

[^459]: Information Request Response at 8-9.

[^460]: Application, Public Interest Statement at 13; Information
    Request Response at 8. The Applicants specifically state that,
    \[REDACTED\], LTE will be deployed to \[REDACTED\] RSAs (including
    \[REDACTED\] rural counties) within ALLTEL's footprint. Information
    Request Response at 15.

[^461]: Verizon Wireless's 700 MHz spectrum covers the 48 contiguous
    states and Hawaii. Information Request Response at 8.

[^462]: Application, Public Interest Statement at 13; Joint Opposition
    at 12.

[^463]: Joint Opposition at 12. These benefits are echoed by commenters
    in the proceeding. *See, e.g.,* Comments of Women Impacting Public
    Policy at 1 ("extending the advanced Verizon Wireless network to
    ALLTEL customers would speed the arrival of 4G wireless broadband
    services in rural as well as urban areas, and to small as well as
    large businesses"); Comments of Consumers for Competitive Choice at
    1 ("This merger would certainly keep \[ALLTEL\] customers ahead of
    the curve in wireless broadband by giving them access to the
    benefits of the 4G and LTE technologies soon to be available through
    Verizon's advanced network.").

[^464]: Information Request Response at 8-9. The Applicants state that
    they "cannot specify by how many months the merger would speed the
    implementation of LTE in ALLTEL's markets," however, "the
    transaction will plainly enable the progression to 4G technology and
    substantially accelerate implementation of LTE in the former ALLTEL
    markets." *Id*. at 9. Leap Wireless argues that access to ALLTEL's
    facilities is not a merger-specific benefit because Verizon Wireless
    could have gone out and leased (rather than built) comparable
    facilities from third parties (including ALLTEL) at a far lower cost
    than the cost of the merger. Leap Wireless Comments at 6.

[^465]: Application, Public Interest Statement at 13-14; Information
    Request Response at 9.

[^466]: Application, Public Interest Statement at 24.

[^467]: *Id*.

[^468]: *Id*. at 24; Joint Opposition at 8.

[^469]: Application, Public Interest Statement at 24.

[^470]: *Id*.

[^471]: Application, Public Interest Statement at 16-17; Information
    Request Response at 16-17.

[^472]: Application, Public Interest Statement at 16-17; Joint
    Opposition at 5; Information Request Response at 17. The Applicants
    state that the coverage and capacity gains that would be realized by
    the combined network will result in fewer dropped calls, improved
    connection availability, and better connection speeds. Information
    Request Response at 17. *See also* Comments of Michigan Chamber of
    Commerce at 1 ("Allying with Verizon Wireless will give Alltel
    customers in Michigan and all across the country access to a strong,
    trusted wireless network."); Comments of the Dominican American
    National Roundtable at 1 ("Verizon Wireless is well known for having
    one of the largest and most reliable national wireless networks in
    the country, so Alltel's customers will benefit from its size, reach
    and quality"); Comments of the Freedom Works Foundation at 2
    ("Overall, we believe the acquisition would allow expanded service,
    a larger network, and competitive affordability to current ALLTEL
    network users.")

[^473]: *See* discussion *supra* at para. 130.

[^474]: Application, Public Interest Statement at 16-18; Information
    Request Response at 17-19.

[^475]: Information Request Response at 16.

[^476]: *Id*.

[^477]: *Id*. at 16-17. For example, the Applicants explain that in the
    Fergus Falls, Minnesota BTA, Verizon Wireless and ALLTEL hold
    licenses for adjacent 10 MHz E and F blocks of PCS spectrum and as
    separate companies are required to protect one another from
    interference through the use of guard bands. *See id.* They further
    explain that following the merger, interference protection will no
    longer be necessary between the E and F blocks of PCS spectrum for
    the combined network, thus eliminating the need for the existing
    guard bands, allowing more of the spectrum to be used for capacity,
    and allowing more traffic to be handled on the same amount of
    spectrum. *See id.* The Applicants note that guard bands can also be
    eliminated in Jacksonville, Florida, Corpus Christi, Texas, and
    Green Bay, Wisconsin, among other markets. *See id.*

[^478]: *Id*. at 17.

[^479]: *Id*.

[^480]: *Id*.

[^481]: *Id*.

[^482]: *Id*. *See also* Comments of FBI National Academy Associates at
    1 (merger "will improve service coverage and eliminate poor
    connections, dropped calls and otherwise unreliable wireless
    services -- wireless basics that are critically important to law
    enforcement"); Comments of FBI -- Law Enforcement Executive
    Development Association at 1 (merger will "increase public safety
    capabilities"); Comments of National Emergency Numbering Association
    at 1 ("Verizon Wireless has been a consistent leader in promoting
    public safety through the provision of wireless enhanced 9-1-1");
    Comments of Leslie T. Hyman at 1-2 (noting merger will enhance
    resources provided to law enforcement).

[^483]: Information Request Response at 18.

[^484]: *Id*.

[^485]: *Id*. The Applicants state that Verizon Wireless voluntarily
    provides WPS throughout most of its service area and expects to
    complete service area-wide deployment by early 2009. *Id.*

[^486]: *Id*.

[^487]: *Id*..

[^488]: *Id*.

[^489]: *Id*.

[^490]: *Id*. at 19.

[^491]: *Id*.

[^492]: *Id*.

[^493]: *Id*.

[^494]: Application, Public Interest Statement at 20-21; Joint
    Opposition at 7. *See also* Comments of the Dominican American
    National Roundtable at 1 ("\[ALLTEL's\] customers will benefit
    from...ever-greater choices -- in plans and phones -- \[and\] one of
    the most advanced broadband networks").

[^495]: Application, Public Interest Statement at 20.

[^496]: Information Request Response at 22-23.

[^497]: Application, Public Interest Statement at 20. The Applicants
    note that the first device to use the ODI was a wireless device from
    SupplyNet Communications that automatically measures storage tank
    levels and reports its readings to a control center. The Applicants
    maintain that machine-to-machine reporting and sensing devices can
    be particularly effective in rural areas to notify distant users of
    the status or condition of a facility or installation. Information
    Request Response at 23-24. The Applicants state that another device
    developed to use the ODI is an advanced radio frequency monitoring
    system used to assist in offender compliance. *Id.*

[^498]: *See, e.g.,* Comments of the National Indian Council on Aging at
    1 ("Verizon Wireless'\[s\] Open Development Initiative, has the
    promise of introducing the needed latest high-tech devices and
    creative new services to the American Indian population"); Comments
    of the U.S. Pan Asian American Chamber of Commerce at 1 (ODI
    "openness will be a boon to competition, helping to increase choice
    while keeping prices down"); Comments of the National Black Chamber
    of Commerce at 1 ("Alltel customers will also realize the advantages
    of the Verizon Wireless Open Development Initiative, which gives
    entrepreneurs a chance to bring the latest high-tech devices and
    creative new services to the public"); Comments of the Dominican
    American National Roundtable at 1 (same); Comments of Hispanic
    Alliance for Progress Institute at 1 (same); Comments of Michigan
    Chamber of Commerce at 1 (same).

[^499]: Information Request Response at 22.

[^500]: Application, Public Interest Statement at 21; Joint Oppositions
    at 7.

[^501]: Application, Public Interest Statement at 21 (noting specific
    devices such as Verizon Wireless's USB727 wireless modem, V740
    ExpressCard, AirCard 595, and PC5750 PC Cards).

[^502]: Application, Public Interest Statement at 21-22; Joint
    Opposition 7. Some commenters in the proceeding acknowledge the
    benefits to consumers from the increased choice of calling plans.
    *See, e.g.,* Comments of Consumers for Competitive Choice at 1 ("13
    million ALLTEL consumers in 34 states will benefit from
    significantly increased choices in wireless devices, services and
    calling plans"); Comments of Lansing Regional Chamber of Commerce at
    1 ("This transaction would make available to Alltel's Michigan
    customers the latest technologies, an improved selection of calling
    plans and the benefits of a nationwide network."); Comments of
    ASPIRA Association at 1 (merger will provide consumers with "more
    choice, better service and more competitive pricing"). PISC,
    however, notes that ALLTEL subscribers may lose access to unique
    ALLTEL calling plans such as "My Circle." PISC Petition to Deny at
    8.

[^503]: Application, Public Interest Statement at 21*.*

[^504]: *Id*. The Applicants point out that the enlargement of
    customers' mobile-to-mobile calling base will allow customers to
    make more mobile-to-mobile calls without tapping into their monthly
    minutes buckets, thereby creating an effective price reduction
    because customers can call a larger number of people without
    incurring additional charges or using their monthly minutes.
    Application, Public Interest Statement at 21; Information Request
    Response at 19-20.

[^505]: Application, Public Interest Statement at 22.

[^506]: *Id*.

[^507]: *Id*.

[^508]: *Id*. at 15. While stating that Verizon Wireless has "taken many
    steps to ensure accessibility and usability of its products and
    services," the American Association for People with Disabilities
    requests that the Commission require Verizon Wireless to
    "re-commit\[\] to the Communications Act's disability accessibility
    requirements" and require "additional and special commitments to
    standards for customer service and support for people with
    disabilities both during the transition period and following the
    merger." Comments of the American Association for People with
    Disabilities at 3. Verizon Wireless responds that it is "committed
    to providing accessible products and services that meet the
    communications needs of its customers with disabilities" and that it
    will meet the relevant statutory requirements set forth in the
    Communications Act. Joint Opposition at 6 n.15. We see no need to
    condition our approval of the Applications on Verizon Wireless's
    compliance with existing law. All Commission licensees are required
    to comply with applicable Commission statutes and rules. *See,
    e.g.,* International Authorizations Granted, IB Docket No. 04-4,
    *Public Notice*, 19 FCC Rcd 4079, 4080 ¶ 2 (2004) (stating that
    "Iridium Satellite, LLC's request to impose a condition that the
    Applicants comply with the outcome of the BIG LEO Bands Rulemaking
    is unnecessary because all Commission licensees must adhere to all
    applicable Commission rules and policies"); Verizon Communications,
    Inc., Transferor, and América Móvil, S.A. De C.V., Transferee, WT
    Docket Number 06-113, *Memorandum Opinion and Order and Declaratory
    Ruling,* 22 FCC Rcd 6195, 6208 ¶ 29 (2007) (refusing to impose
    conditions on a grant of application because "América Móvil will be
    subject to those existing legal obligations as well as other
    generally applicable regulatory requirements imposed on incumbent
    LECs."); Application of Puerto Rico Telephone Authority and GTE
    Holdings, LLC, *Memorandum Opinion and Order*, 14 FCC Rcd 3122, 3134
    ¶ 28 (1999) (stating that requested conditions were unnecessary
    because they "would simply require PRTC to comply with its existing
    legal obligations").

[^509]: Application, Public Interest Statement at 15.

[^510]: Information Request Response at 21. The Applicants explain that
    currently, if an ALLTEL subscriber experiences technical problems
    outside of ALLTEL's retail service areas, the subscriber cannot take
    his or her device to a local store for service. Following the
    merger, however, the Applicants explain that if the same subscriber
    is within Verizon Wireless's territory, he or she can seek
    assistance at one of Verizon Wireless's substantially expanded
    network of stores. *Id.*

[^511]: Application, Public Interest Statement at 16; *see also*
    Information Request Response at 28-32.

[^512]: Application, Public Interest Statement at 16.

[^513]: *Id*. at 25; Reply Declaration at 3.

[^514]: Application, Public Interest Statement at 25; Reply Declaration
    at 4. The Applicants note that, overall, Verizon Wireless's cash
    expense per subscriber is less than ALLTEL's (*e.g.,* \$28.24 vs.
    \$33.28 in 2007; \$28.05 vs. \$31.89 in first quarter 2008; and
    \$28.02 vs. \$31.94 in second quarter 2008), which also results in
    cost savings. Information Request Response at 25.

[^515]: Application, Public Interest Statement at 25. The Applicants
    clarify that this \$1 billion in cost savings claimed for the second
    year following closing of the transaction is included within the
    overall \$9 billion operational synergy cost savings calculation.
    *Id*. at 24.

[^516]: Reply Declaration at 17. *See also* Comments of Randolph J. May
    at 2 (merged entity "most likely will use the cost savings realized
    from the merger's synergies to continually upgrade and expand the
    merged entity's wireless network"); Comments of the National Black
    Chamber of Commerce at 1 ("The new network created will be able to
    use economies of scale and their combined resources to offer their
    customers affordable, state-of-the-art services.").

[^517]: Application, Public Interest Statement at 25-26.

[^518]: Reply Declaration at 5.

[^519]: *Id*. at 5.

[^520]: *Id*. at 6. Verizon Wireless projects that the per minute cost
    savings derived from shifting each minute from roaming partner's
    networks to the merged entity's network is \[REDACTED\], and that
    total roaming cost savings are \[REDACTED\]. *Id*. at 6.

[^521]: Application, Public Interest Statement at 26.

[^522]: Reply Declaration at 19.

[^523]: Application, Public Interest Statement at 26; Reply Declaration
    at 8-11.

[^524]: Reply Declaration at 8. Specifically, the Applicants anticipate
    that more than \[REDACTED\] cell sites can be redeployed or
    consolidated between 2009 and 2012. In addition, the Applicants
    expect that the number of new cell towers required for future
    expansion in areas where the companies' networks overlap will be
    reduced by \[REDACTED\] through 2018. The Applicants also note that
    the number of cell sites required for build-out of Verizon
    Wireless's 700 MHz spectrum will be reduced by \[REDACTED\] cell
    sites per year between 2011 and 2014, and another \[REDACTED\] cell
    sites per year through 2018. The Applicants estimate that the merger
    will result in savings of approximately \[REDACTED\] per new cell
    built out in the cellular/PCS network, \[REDACTED\] per cell for
    redeployed cells, and \[REDACTED\] per cell for the 700 MHz
    build-out. *Id*. at 8-9.

[^525]: *Id*. at 8.

[^526]: *Id*. at 20.

[^527]: Application, Public Interest Statement at 26; *see also*
    Information Request Response at 27. By way of example, the
    Applicants note that Verizon Wireless expects to save at least
    \[REDACTED\] over the next three years on core network
    infrastructure equipment as a result of volume discount pricing
    following Verizon Wireless's recent acquisition of Rural Cellular
    Corporation. Information Request Response at 27*.* Moreover, Verizon
    Wireless estimates, based on its experience with recent
    acquisitions, that it will realize at least an incremental
    \[REDACTED\] savings on the combined network investment between
    Verizon Wireless and ALLTEL. *Id.*

[^528]: Reply Declaration at 9.

[^529]: *Id.* at 9-10.

[^530]: *Id.* at 10.

[^531]: *Id.*

[^532]: *Id.*

[^533]: *Id*.

[^534]: *Id*.

[^535]: *Id.* at 11.

[^536]: *Id*.

[^537]: *Id.* at 4, 11-12.

[^538]: *Id.* at 16.

[^539]: *Id*.

[^540]: *Id.* at 17; *see also* Information Request Response at 25.

[^541]: Application, Public Interest Statement at 26; *see also*
    Information Request Response at 26.

[^542]: Application, Public Interest Statement at 27.

[^543]: Reply Declaration at 13.

[^544]: Application, Public Interest Statement at 27.

[^545]: Reply Declaration at 14.

[^546]: *Id*.

[^547]: Application, Public Interest Statement at 27. *See also*
    Comments of the Latino Coalition at 1 (concluding that the merged
    entity will be "an expanded wireless carrier with the market size,
    financial strength and technology base to make competitive offers
    nationwide, all while keeping costs low for the consumer"); Reply
    Comments of the Institute for Policy Innovation at 3 (merger "adds
    to competition by allowing the emergence of a new national broadband
    entity" with the goal of delivering "quality broadband access to
    rural areas across the country").

[^548]: Application, Public Interest Statement at 28.

[^549]: *Id.* at 27-28. *See also* Comments of FreedomWorks Foundation
    at 2 ("On a larger scale, the competitive measures of the ODI and 3G
    expansion would allow consumer benefits to increase in the aggregate
    as competitive initiatives are matched by alternative providers.")

[^550]: Application, Public Interest Statement at 28.

[^551]: *See* discussion *supra* paras. 15 and 19.

[^552]: One commenter, Chatham, argues that consolidation in the
    wireless industry increases the likelihood that wireless providers
    may comply with "overly intrusive government requests for
    information for fear of retribution." Chatham Petition to Deny at
    11. This, in turn, Chatham contends "undermines the confidence of
    consumers that any violations \[of the Communications Act's privacy
    protections\] will be disclosed." *Id.* We find that the issue
    raised by Chatham is not merger-specific and thus we not address it
    in the context of this order.

[^553]: *See* discussion *infra* Part VIII.

[^554]: The Institute for Policy Innovation asks the Commission to
    reject all conditions specific to the proposed merger because the
    merger process should not be used to make policy. *See* Reply
    Comments of the Institute for Policy Innovation at 1-2, 4. In this
    Memorandum Opinion and Order and Declaratory Ruling, we impose only
    those conditions necessary to ensure that the proposed transaction
    is in the public interest and to prevent potential competitive harms
    caused by the proposed transaction.

[^555]: *See Verizon Wireless-RCC Order*, 23 FCC Rcd at 12512-13 ¶ 113;
    *AT&T-Dobson Order*, 22 FCC Rcd at 20366 ¶ 88; *Cingular-AT&T
    Wireless Order*, 19 FCC Rcd at 21620 ¶ 254.

[^556]: None of the above conditions apply to the 700 MHz spectrum for
    which Verizon Wireless was the high bidder in Auction 73, given that
    the licenses for this spectrum have not been issued to Verizon
    Wireless.

[^557]: PISC Petition to Deny at 7; MetroPCS and NTELOS Petition to Deny
    at 40-41 (arguing that licenses and assets should be divested to new
    service providers); South Dakota Telecommunications Association
    Petition at 7-10; Rural Carriers Petition at 9, 11; OPASTCO and RICA
    Petition to Deny at 7-8; South Dakota Telecommunications Association
    Reply at 6-7; *see also* MetroPCS and NTELOS Petition to Deny at
    39-40 (arguing that rural and mid-tier carriers should be given
    priority consideration because the Commission has favored larger
    carriers in allocation of spectrum in recent auctions); Rural
    Carriers Reply at 11-12.

[^558]: *See, e.g.,* PISC Petition to Deny at 7; MetroPCS and NTELOS
    Petition to Deny at 40-41; NTCA Petition to Deny at 6-7; Consumers
    Union Comments at 2.

[^559]: MetroPCS and NTELOS Petition to Deny at 40-41; *accord* NTCA
    Petition to Deny at 6-7; OPASTC Petition to Deny at 7-8; South
    Dakota Telecommunications Association Petition to Deny at 9-10.

[^560]: MetroPCS and NTELOS Petition to Deny at 9, 39-41, 44; South
    Dakota Telecommunications Association Petition at 7-10.

[^561]: Rural Carriers Petition at 11-12; MetroPCS and NTELOS Petition
    to Deny at 42; South Dakota Telecommunications Association Petition
    to Deny at 10; SDPUC Reply at 6.

[^562]: Rural Carriers October 28, 2008 *Ex Parte* Filing at 2.

[^563]: Chatham Petition to Deny at 19.

[^564]: *Ex Parte* Letter from Jonathan E. Canis, Counsel to the Oglala
    Sioux Tribe of the Pine Ridge Indian Reservation, to Marlene H.
    Dortch, Secretary, Federal Communications Commission at 1 (Oct. 23,
    2008).

[^565]: *Id.* at 1.

[^566]: MetroPCS and NTELOS Petition to Deny at iv, 9, 42-44.

[^567]: Leap Wireless Reply at 2.

[^568]: Rural Telecommunications Group Petition to Deny at 23-24.

[^569]: Palmetto Petition to Deny at 24; Rural Telecommunications Group
    Petition to Deny at 23-24.

[^570]: We note that it is a long-standing principle of the Commission
    not to dictate licensees' technology choices. *See, e.g.,*
    *AT&T-Dobson Order*, 22 FCC Rcd at 20336 ¶ 89; *Cingular-AT&T
    Wireless Order*, 19 FCC Rcd at 21608 ¶ 227; Spectrum Policy Task
    Force, ET Docket No. 02-135, Report, at 14 (rel. Nov. 2002).

[^571]: *See* DOJ Verizon-ALLTEL Competitive Impact Statement at 16;
    *see also* discussion *supra* para. 25.

[^572]: *See supra* Part II.C.2.

[^573]: 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 will be more fully set forth in the
    preservation of assets stipulation with DOJ filed in the District
    Courts, and in the Management Trustee Agreement. *See* *supra* Part
    II.C.2. 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*.

[^574]: *See, e.g.,* DOJ Verizon-ALLTEL Stipulation at 10. *See also*
    Management Trustee Agreement.

[^575]: 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.

[^576]: 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.

[^577]: Except to the extent that any provisions herein conflict, we
    require that the Applicants and the Divestiture Trustee fully comply
    with the provisions of any DOJ Proposed Final Judgment relating to
    the responsibilities of the Divestiture Trustee as if they were set
    forth herein *in extenso*.

[^578]: *See AT&T Dobson Order*, 22 FCC Rcd at 20324 ¶ 59;
    *ALLTEL-Midwest Wireless Order*, 21 FCC Rcd at 11561-62 ¶ 98;
    *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 and Order and Notice of Proposed
    Rulemaking*, 20 FCC Rcd 15047, 15048 ¶ 2 (2005).

[^579]: Reexamination of Roaming Obligations of Commercial Mobile Radio
    Service Providers, WT Docket No. 05-265, *Report and Order and
    Further Notice of Proposed Rulemaking*, 22 FCC Rcd 15817 (2007)
    ("*Roaming* *Report and Order*" and "*Roaming Further Notice*"
    respectively).

[^580]: *See* *Roaming Report and Order*, 22 FCC Rcd at 15817, 15839 ¶¶
    1, 60.

[^581]: *See* *id*. at 15839 ¶ 60.

[^582]: *See id.* at 15818-19, 15839 ¶¶ 2, 60; *see also Wireless
    Broadband Internet Access Declaratory Ruling,* 22 FCC Rcd at 5906 ¶¶
    11-12.

[^583]: *Roaming Report and Order,* 22 FCC Rcd at 15818, 15831 ¶¶ 2, 33.

[^584]: *Id.* at 15826 ¶ 23.

[^585]: *Id.* at 15828 ¶ 28.

[^586]: *See* *id*. at 15839 ¶ 60.

[^587]: *Roaming Further Notice*, 22 FCC Rcd at 15845-46 ¶ 77-81.

[^588]: 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.

[^589]: *See generally Roaming Report and Order*, 22 FCC Rcd at 15818,
    15824 ¶¶ 1, 18.

[^590]: Application, Public Interest Statement at ii, 17; Verizon
    Wireless July 22, 2008 *Ex Parte* Filing at 1-2; Information Request
    Response at 12.

[^591]: Verizon Wireless July 22, 2008 *Ex Parte* Filing at 2.

[^592]: *See, e.g.,* NTCA Petition to Deny at 5-6; OPASTCO and RICA
    Petition to Deny at 3-7; Roaming Petitioners Petition to Deny at
    2-3, 18-20; Rural Cellular Association Petition to Deny at 13-14;
    Rural Telecommunications Group Petition to Deny at 9-18; Rural
    Carriers Petition at 13-14; MetroPCS and NTELOS Petition to Deny at
    7-9, 16, 20-22, 25-26; South Dakota Telecommunications Association
    Reply at 9-10.

[^593]: *See, e.g.,* Leap Wireless Reply at 1-2.

[^594]: *See, e.g.,* MetroPCS and NTELOS Petition to Deny at 24-25; Leap
    Wireless Petition to Deny at 20; OPASTCO and RICA Petition to Deny
    at 7, 9; PISC Petition to Deny at 9-10; South Dakota
    Telecommunications Association Petition to Deny at 13-14.

[^595]: *See, e.g.,* NTCA Petition to Deny at 5-6; PISC Reply at 5;
    Petition to Dismiss or Deny of the North Dakota Network Co. at 9-10
    (filed July 31, 2008) ("North Dakota Network Co. Petition to Deny");
    MetroPCS and NTELOS Petition to Deny at 28-30; Rural Carriers
    Petition at 13-14; South Dakota Telecommunications Association
    Petition to Deny at ii, 10-14; Rural Telecommunications Group
    Petition to Deny at 22-23; Centennial Communications Corp. Petition
    to Deny at 4-8 (filed Aug. 11, 2008) ("Centennial Petition to
    Deny"); Roaming Petitioners Petition to Deny at 3, 8-10, 13, 17-18;
    Leap Wireless Petition to Deny at 20.

[^596]: *See, e.g.,* MetroPCS and NTELOS Petition to Deny at 35-38;
    Rural Carriers Petition at 12-13; South Dakota Telecommunications
    Association Petition to Deny at 11-12.

[^597]: *See, e.g.,* MetroPCS *et al.* Roaming *Ex Parte* Letter at 2;
    Consumers Union Comments at 2; Rural Carriers October 28, 2008 *Ex
    Parte* Filing at 1-3; Leap Wireless Comments at 7-9; *Ex Parte*
    Letter from Todd B. Lantor, Counsel to Rural Cellular Association to
    Marlene H. Dortch, Secretary, Federal Communications Commission, at
    1-2 (Oct. 6, 2008); *Ex Parte* Letter from Mark D. Schneider,
    Counsel to Contour Network to Marlene H. Dortch, Secretary, Federal
    Communications Commission, at 1 (Oct. 28, 2008).

[^598]: Joint Opposition at iii, 54.

[^599]: Verizon Wireless November 3, 2008 *Ex Parte* Filing at 2
    (volunteering to extend their commitment to honor the rates in
    ALLTEL's roaming agreements for four years).

[^600]: Joint Opposition at 42-49, 56-57, 62-62.

[^601]: *Id*. at 60, 62-64.

[^602]: *Id*. at 46, 49-54; Information Request Response at 11-12.

[^603]: Information Request Response at 20-21.

[^604]: Rural Carriers Reply at 18, 21-22; South Dakota
    Telecommunications Association Reply at 10; Reply of MetroPCS
    Communications, Inc. and NTELOS Inc. to Joint Opposition to
    Petitions to Deny and Comments at 15-16 (filed Aug. 26, 2008)
    ("MetroPCS and NTELOS Reply").

[^605]: MetroPCS and NTELOS Reply at 9-11.

[^606]: Rural Carriers Reply at 20; *see also* Rural Cellular
    Association Reply at 9; Roaming Petitioners Petition to Deny at 9,
    17-18; *see also* Rural Telecommunications Group Petition to Deny at
    22; OPASTCO and RICA Petition to Deny at 7, 9; Leap Wireless
    Petition to Deny at 4; Leap Wireless Reply at 19-20.

    The Rural Telecommunications Group also argues that material issues
    of fact remain for hearing about whether retail competitors will
    become dependent on Verizon for both GSM and CDMA roaming in
    numerous markets, and whether roaming prices have become a national
    market. Rural Telecommunications Group Reply at 12-16.

[^607]: MetroPCS and NTELOS Reply at 18-20; Leap Wireless Reply at
    17-20; South Dakota Telecommunications Association Reply at 9-10.

[^608]: Leap Wireless Reply at 24. PISC replies that the Applicants'
    roaming commitments serve only to "deflect attention" from their
    roaming practices and they should instead commit to provide voice
    and data roaming at just, reasonable, and non-discriminatory rates
    and terms. PISC Reply at 5.

[^609]: MetroPCS and NTELOS Reply at 11-12; Rural Telecommunications
    Group Reply at 15; MetroPCS *et al.* Roaming *Ex Parte* Letter at 2.

[^610]: Rural Telecommunications Group October 9, 2008 *Ex Parte* Letter
    at 2-3. Rural Telecommunications Group also asks the Commission to
    review Verizon Wireless's roaming contracts with Tier II, III, and
    IV carriers and require Verizon Wireless to enter roaming agreements
    with new market entrants. *Id.* at 3-4.

[^611]: Rural Cellular Association Petition to Deny at 10-11; Rural
    Cellular Association Reply at 10; Cellular South Reply at 27-29.

[^612]: Joint Opposition at 60.

[^613]: North Dakota Network Co. Petition to Deny at 6-8.

[^614]: Joint Opposition at 58-29.

[^615]: *See* Application, Public Interest Statement at ii.

[^616]: Verizon Wireless July 22, 2008 *Ex Parte* Filing at 2.

[^617]: *Id*.

[^618]: Verizon Wireless November 3, 2008 *Ex Parte* Filing at 2.

[^619]: 47 U.S.C. §§ 201, 202, 208.

[^620]: *See generally Roaming Report and Order*, 22 FCC Rcd at
    15818-19, 15824, 15826-29 ¶¶ 1-2, 18, 23-29.

[^621]: *See generally id.* at 15830-31 ¶¶ 33-35 (discussing
    reasonableness).

[^622]: *See generally id.* at 15818, 15829-30 ¶¶ 1, 30-32

[^623]: MetroPCS *et al.* Roaming *Ex Parte* Letter at 2.

[^624]: *See Verizon-RCC Order*, 23 FCC Rcd at ¶ 88; Cingular*-AT&T
    Wireless Order*, 19 FCC Rcd at 21591 ¶ 180; *Roaming Report and
    Order*, 22 FCC Rcd at 15822 ¶ 13; *see also* *DoCoMo-Guam Order*, 21
    FCC Rcd at 13602 ¶ 36; *ALLTEL-Midwest Wireless Order*, 21 FCC Rcd
    at 11563-64 ¶ 104. *See also* Rural Cellular Association Petition to
    Deny at 10-11; Rural Cellular Association Reply at 10; Cellular
    South Reply at 27-29.

[^625]: *See, e.g., Verizon-RCC Order* 23 FCC Rcd at 12480-81 ¶ 30;
    *AT&T Dobson Order*, 22 FCC Rcd at 20306 ¶ 14; *AT&T-BellSouth
    Order*, 22 FCC Rcd at 5674-75 ¶ 22; *GCI-Alaska DigiTel Order*, 21
    FCC Rcd at 14874 ¶ 19; *DoCoMo-Guam Order*, 21 FCC Rcd at 13593
    ¶ 17; *ALLTEL-Midwest Wireless Order*, 21 FCC Rcd at 11539 ¶ 20;
    *Sprint-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.

[^626]: *See* Reexamination of Roaming Obligations of Commercial Mobile
    Radio Service Providers, WT Docket No. 05-265, *Report and Order and
    Further Notice of Proposed Rulemaking*, 22 FCC Rcd 15817 (2007).

[^627]: *Id*.

[^628]: Consumers Comments at 1-2.

[^629]: Cellular South Petition to Deny at 19; Centennial Petition to
    Deny at 8-12; NTCA Petition to Deny at 8; OPASTCO and RICA Petition
    to Deny at 8; Palmetto Petition to Deny at 28-29; PISC Petition to
    Deny at 12; Rural Carriers Petition at 15-16; Rural Cellular
    Association Petition to Deny at 15-17; Rural Telecommunications
    Group Petition to Deny at 28-29; South Dakota Telecommunications
    Association Petition to Deny at 14; PISC Reply at 12-13; Rural
    Carriers Reply at 23; South Dakota Telecommunications Association
    Reply at 11; Cellular South Reply at 20-25; Rural Cellular
    Association Reply at 11-12.

[^630]: PISC Reply at 13; Rural Carriers Reply at 23; South Dakota
    Telecommunications Association Reply at 11; Cellular South Reply at
    20; Rural Cellular Association Reply at 11-13.

[^631]: Cellular South Petition to Deny at 20. PISC further argues that
    it is not requesting generic phones operable on all networks, but
    only that new phones not be denied for rural carriers. PISC Reply at
    13.

[^632]: Centennial Petition to Deny at 9; NTCA Petition to Deny at 8;
    OPASTCO and RICA Petition to Deny at 3, 8; Rural Carriers Petition
    at 15-16; Rural Cellular Association Petition to Deny at 15-17;
    Rural Telecommunications Group Petition to Deny at 28-30; South
    Dakota Telecommunications Association Petition to Deny at 14;
    Cellular South Reply at 23; *see also* Palmetto Petition to Deny at
    29-31 (asking that the Commission require the merged entity to make
    handsets available for Tier III carriers); Rural Telecommunications
    Group Petition to Deny at 31 (same); PISC Petition to Deny at 12-13
    (asking the Commission to give no weight to the Applicants' argument
    about availability of handsets for ALLTEL customers).

    Cellular South suggests the merged entity should be required to
    terminate all exclusivity agreements or be prevented from entering
    new ones. Cellular South Reply at 20-25. Palmetto, PISC, and the
    Rural Cellular Association also urge the Commission to ask for
    comments on a Request for Rulemaking submitted by the Rural Carriers
    Association addressing exclusivity arrangements for handsets.
    Palmetto Petition to Deny at 29; PISC Petition to Deny at 12; Rural
    Cellular Association Petition to Deny at 14-15.

[^633]: PISC Petition at 12.

[^634]: Petition for Rulemaking Regarding Exclusivity Arrangements
    Between Commercial Wireless Carriers and Handset Manufacturers*,*
    filed by RCA, May 20, 2008.

[^635]: Application, Public Interest Statement at 20-21.

[^636]: *Id*. at 21.

[^637]: *Id*.

[^638]: *Id*.

[^639]: In their response to our Information Request, Verizon Wireless
    provides a list of its handset models and distribution numbers for
    the second quarter of 2008. *Id.* at Appendix B. \[REDACTED\]. *Id.*
    at 28. \[REDACTED\]. *Id.* Verizon Wireless does acknowledge that
    its handsets incorporate proprietary software and hardware governing
    the "look and feel" of the handset and that it sometimes uses
    handset colors that are exclusive for Verizon Wireless. *Id*.

[^640]: Joint Opposition at 73-74.

[^641]: *Id.* at 72.

[^642]: *Id.* at 74.

[^643]: *Id.*

[^644]: *Id.* at 74-75. Cellular South argues that even if rural
    carriers were to work together to try to negotiate exclusive
    contracts, they still would not be able to amass as much purchasing
    power as the merged entity. Cellular South Reply at 24-25.

[^645]: *See* *Petition for Rulemaking Regarding Exclusivity
    Arrangements Between Commercial Wireless Carriers and Handset
    Manufacturers,* filed by RCA, May 20, 2008; Wireless
    Telecommunications Bureau Seeks Comment On Petition For Rulemaking
    Regarding Exclusivity Arrangements Between Commercial Wireless
    Carriers And Handset Manufacturers, *Public Notice*, DA 08-2278
    (Oct. 10, 2008).

[^646]: PISC Reply at 5-6.

[^647]: *See* 27 C.F.R. §27.16.

[^648]: Information Request Response at 23.

[^649]: PISC Petition to Deny at 13-14; *see also* Consumers Union
    Comments at 2 (expressing concern that Verizon Wireless will not
    implement ODI by the end of 2008 as originally pledged); Comments of
    the Computer and Communications Industry Association at 1 (filed
    Oct. 27, 2008) (urging the Commission to adopt "openness conditions
    that promote portability of devices among wireless networks")

[^650]: Joint Opposition at 67.

[^651]: *Id.* at 67-68.

[^652]: *Id.* at 68-69.

[^653]: Application, Public Interest Statement at 10.

[^654]: Joint Opposition at 67.

[^655]: Information Request Response at 22.

[^656]: Service Rules for the 698-746, 747-762 and 777-792 MHz Bands,
    *Second Report and Order*, FCC 07-132, at ¶ 195 (2007) ("*700 MHz
    Second Report and Order*").

[^657]: Application, Public Interest Statement at 11-13.

[^658]: *Id.* at 12.

[^659]: *Id.* at 12-13.

[^660]: *Internet Policy Statement*, 20 FCC Rcd 14986 (2005).

[^661]: PISC Petition to Deny at 17-18.

[^662]: PISC Reply at 6-7. PISC adds that the Commission has already
    taken a similar action in the *AT&T-BellSouth Order*.

[^663]: Joint Opposition at 65-66.

[^664]: *Id.* at 69-70.

[^665]: *Id.* at 71.

[^666]: *See* 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, 18509 ¶ 143
    (2005); 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, 18368 ¶ 144 (2005).

[^667]: *See* Federal-State Joint Board on Universal Service, WC Docket
    No. 05-337, CC Docket No. 96-45, *Recommended Decision*, 22 FCC Rcd
    8998, 8998 ¶ 1 (Fed.-State Jt. Bd. 2007) ; *see also ALLTEL-Atlantis
    Order*, 22 FCC Rcd at 19520 ¶ 8.

[^668]: High-Cost Universal Service Support, Federal-State Joint Board
    on Universal Service, WC Docket No. 05-337, CC Docket No. 96-45,
    *Order*, 23 FCC Rcd 8834 (2008) ("*USF Interim Cap Order*").

[^669]: A summary was published in the Federal Register on July 2, 2008,
    establishing an effective date of August 1, 2008. *See* 73 Fed. Reg.
    37882 (July 2, 2008).

[^670]: *USF Interim Cap Order*, 23 FCC Rcd at 8834 ¶ 1.

[^671]: *Id.*.

[^672]: *Id.*

[^673]: *Id.* The Commission is required by statute to act within one
    year after receiving a recommendation from the Joint Board. 47
    U.S.C. § 254(a)(2). *See also* High-Cost Universal Service Support,
    Federal-State Joint Board on Universal Service, WC Docket No.
    05-337, CC Docket No. 96-45, *Notice of Proposed Rule Making,*
    23 FCC Rcd 1531 (2008) ("*Joint Board Recommended Decision NPRM"*);
    High-Cost Universal Service Support, Federal-State Joint Board on
    Universal Service, WC Docket No. 05-337, CC Docket No. 96-45,
    *Notice of Proposed Rule Making,* 23 FCC Rcd 1467 (2008)
    ("*Identical Support NPRM*"); High-Cost Universal Service Support,
    Federal-State Joint Board on Universal Service, WC Docket No.
    05-337, CC Docket No. 96-45, *Notice of Proposed Rule Making,*
    23 FCC Rcd 1495 (2008) ("*Reverse Auctions NPRM*") (collectively
    "*USF Reform NPRMs*").

[^674]: *See* Palmetto Petition to Deny at 28; Rural Carriers Petition
    at 19; Rural Telecommunications Group Petition to Deny at 27; South
    Dakota Telecommunications Association Petition at 7, 18.

[^675]: *See* NTCA Petition to Deny at 7; Palmetto Petition to Deny at
    26-27; Rural Telecommunications Group Petition to Deny at 24-26.

[^676]: Some commenters state that even with the interim cap order,
    ALLTEL's high-cost support is likely to stay the same. *See* Rural
    Telecommunications Group Reply at 18.

[^677]: *See* Rural Carriers Petition at 17, 19; South Dakota
    Telecommunications Association Petition to Deny at 15, 17. We note
    that the Applicants have stated in the Application and Information
    Request Response that they expect the transaction to result in \$9
    billion in savings. *See* discussion *supr*a para. 147.

[^678]: *See* NTCA Petition to Deny at 7; Palmetto Petition to Deny at
    26; Rural Telecommunications Group Petition to Deny at 25.

[^679]: *See* Joint Opposition at 43.

[^680]: *See id.* at 75-76.

[^681]: *See id.*

[^682]: *See* Rural Carriers Reply at 14; South Dakota
    Telecommunications Association Reply at 7-8.

[^683]: *See* Rural Carriers Reply at 25.

[^684]: Verizon Wireless November 3, 2008 *Ex Parte* Letter at 1.

[^685]: *Id*.

[^686]: *Id*. at 1-2.

[^687]: *See* Verizon Form 10-K at 7; Verizon Wireless Overview at 1;
    Verizon Wireless Facts at 1.

[^688]: *See* Verizon Form 10-K at 7; Verizon Wireless Overview at 1;
    Verizon Wireless Facts at 1.

[^689]: *See ALLTEL-Atlantis Order*, 22 FCC Rcd at 19521 ¶ 9.

[^690]: *See USF Reform NPRMs*, 23 FCC Rcd at 1531 ¶ 1, 23 FCC Rcd at
    1468 ¶ 1, 23 FCC Rcd at 1496 ¶ 1. We also acknowledge that currently
    there is an interim cap imposed on ETC support for all USF
    recipients, including Verizon Wireless and ALLTEL, which superseded
    the interim cap adopted in the *ALLTEL-Atlantis Order*. *USF Interim
    Cap Order*, 23 FCC Rcd at 8837 n.21 (2008).

[^691]: 47 C.F.R. § 20.18(h).

[^692]: Wireless E911 Location Accuracy Requirements, Revision of the
    Commission's Rules to Ensure Compatibility with Enhanced 911
    Emergency Calling Systems, Association of Public-Safety
    Communications Officials-International, Inc. Request for Declaratory
    Ruling, 911 Requirements for IP-Enabled Service Providers, PS Docket
    No. 07-114, CC Docket No. 94-102, WC Docket No. 05-196, *Report and
    Order*, 22 FCC Rcd 20105 (2007) ("*Location Accuracy Order*").

[^693]: *Rural Cellular Association and T-Mobile USA, Inc. v. Federal
    Communications Commission and the United States of America*, No.
    08-1069, slip op. at 1 (DC Cir. Mar. 25, 2008) (per curiam).

[^694]: *Ex Parte* Letter from Willis Carter, President, APCO, and
    Ronald Bonneau, President, NENA, to Derek Poarch, Chief, Public
    Safety and Homeland Security Bureau, FCC, PS Docket No. 07-114,
    (July 14, 2008), at 1-2 ("July 14, 2008 E911 *Ex Parte* Letter").

[^695]: Motion of Federal Communications Commission for Voluntary Remand
    and Vacatur, Rural Cellular Association and T-Mobile et al v.
    Federal Communications Commission and United States of America, No.
    08-1069 (D.C. Cir. July 31, 2008). On September 17, 2008, the Court
    granted the Commission's request. Order Granting Mot. Rem. (Sept.
    17, 2008).

[^696]: *Ex Parte* Letter from Brian Fontes, CEO, NENA, Robert M. Gurss,
    Director, Legal and Government Affairs, APCO, and John T. Scott, II,
    VP and Deputy General Counsel, Verizon Wireless to The Honorable
    Kevin Martin, Chairman, Federal Communications Commission, PS Docket
    No. 07-114, at 1 (Aug. 20, 2008); *Ex Parte* Letter from Brian
    Fontes, CEO, NENA, Robert M. Gurss, Director, Legal and Government
    Affairs, APCO, and Robert W. Quinn, Jr., Senior VP -- Federal
    Regulatory, AT&T, to The Honorable Kevin Martin, Chairman, Federal
    Communications Commission, PS Docket No. 07-114, at 1 (Aug. 25,
    2008). In addition, the parties pledged to convene, "within 180 days
    of the Commission's order \[adopting new location accuracy
    standards\], an industry group to evaluate methodologies for
    assessing wireless E9-1-1 location accuracy for calls originating
    indoors and report back to the Commission within one year." *Id.*

[^697]: *See* Verizon Wireless November 3, 2008 *Ex Parte* Letter at 2.

[^698]: *See id.*

[^699]: 42 U.S.C. §§ 4321 *et seq.*

[^700]: 47 C.F.R. §§ 1.1307(b), 1.1310, 2.1091, 2.1093.

[^701]: Responsibility of the Federal Communications Commission to
    Consider Biological Effects of Radiofrequency Radiation when
    Authorizing the Use of Radiofrequency Devices; Potential Effects of
    a Reduction in the Allowable Level of Radiofrequency Radiation on
    FCC-Authorized Communications Services and Equipment, *Report and
    Order*, 100 FCC 2d 543 (1985) ("*RF Report & Order*"); on
    reconsideration, FCC 85-467, 58 RR 2d 1128 (Aug. 22, 1985).

[^702]: Guidelines for Evaluating the Environmental Effects of
    Radiofrequency Radiation, *Report and Order*, 11 FCC Rcd 15123
    (1996); Procedures for Reviewing Requests for Relief from State and
    Local Regulations Pursuant to Section 332(c)(7)(B)(V) of the
    Communications Act of 1934; Guidelines for Evaluating the
    Environmental Effects of Radiofrequency Radiation, *Second
    Memorandum Opinion and Order and Notice of Proposed Rule Making,* 12
    FCC Rcd 13494 (1997), *aff\'d sub nom*. Cellular Taskforce v. FCC,
    205 F.3d 82 (2d Cir. 2000).

[^703]: Office of Engineering and Technology Announces Release of
    Revised Supplement C to OET Bulletin 65, *Public Notice*, 16 FCC Rcd
    21553 (OET 2001); Office of Engineering and Technology Announces a
    Transition Period for the Phantom Requirements of Supplement C to
    OET Bulletin 65, *Public Notice*, 17 FCC Rcd 11287 (OET 2002).

[^704]: The IEEE Standards Coordinating Committee 34, Subcommittee 2 is
    convened specifically to develop procedures for evaluating the
    Specific Absorption Rate of RF emissions from wireless handsets.

[^705]: 47 C.F.R. §1.1310.

[^706]: *Id.* §1.1307(c).

[^707]: The EMR Policy Institute, Petition to Deny, at 1, 2 and 15
    (filed Aug. 8, 2008) ("EMRPI Petition to Deny").

[^708]: *See id.* at 2, 3.

[^709]: *See id.* at 1.

[^710]: *See id.* at 2, 3.

[^711]: *See id.* at 4.

[^712]: *See id.* at 15.

[^713]: *Id*.

[^714]: *See* Comments of the International Brotherhood of Electrical
    Workers at 2-3. In the alternative, IBEW requests that the
    Commission's consent to the applications should be conditioned on
    "the merged company immediately adopt\[ing\] a nation-wide RF safety
    system that protects all workers." *Id.* at 3. We note, however,
    that IBEW's filing does not meet the requirements of a petition to
    deny set forth in Section 309(d)(1) of the Communications Act of
    1934, as amended, because it is not supported by an affidavit of a
    person with personal knowledge of the specific allegations of fact.
    47 U.S.C. § 309(d)(1). However, pursuant to Section 1.41 of the
    Commission's Rules, we will treat the IBEW's submission as an
    informal request for Commission action and consider arguments raised
    therein. 47 C.F.R. §1.41.

[^715]: *See* Joint Opposition at 82.

[^716]: *See id.*; *see also* EMR Network v. Federal Communications
    Commission, 391 F.3d 269 (D.C. Cir. 2004), *cert. denied* 545 U.S.
    1116 (2005).

[^717]: *See* Joint Opposition at 83.

[^718]: *See id*.

[^719]: *Id*.

[^720]: Letter from Bruce A. Franca to James R. Hobson, (Dec. 11, 2001).

[^721]: EMR Network, *Order*, 18 FCC Rcd 16,822 (2003).

[^722]: EMR Network v. Federal Communications Commission, 391 F.3d 269
    (D.C. Cir. 2004), *cert. denied* 545 U.S. 1116 (2005).

[^723]: *See RF Report & Order*, 100 FCC 2d at 543 ¶¶ 1, 9.

[^724]: 47 C.F.R. § 1.948(i).

[^725]: *Id.* § 1.948(i)(1). The Commission may require applicants to
    submit an affirmative showing demonstrating that the assignor did
    not acquire the authorization for the principal purpose of
    speculation or profitable resale of the authorization. *Id.* §
    1.948(i)(2).

[^726]: *See id.* § 1.948(i) (stating that "\[a\]pplications for
    approval of assignment or transfer *may* be reviewed by the
    Commission to determine if the transaction is for purposes of
    trafficking in service authorizations." (emphasis added)).

[^727]: Arkansas Limited Partners Petition to Deny at 5-6. Arkansas
    Limited Partners also request that the applications be designated
    for a hearing. *See id*. at 5.

[^728]: *Id.* at 5.

[^729]: *Id.* (emphasis in original).

[^730]: *Id.* at 5-6 (emphasis added).

[^731]: Joint Opposition at 84.

[^732]: *Id.* at 88-89 (emphasis in original) (citing Applications for
    Consent to the Assignment of Licenses Pursuant to Section 310(d) of
    the Communications Act from Urban Comm-North Carolina, Inc., Debtor
    in-Possession, to Cellco Partnership d/b/a Verizon Wireless,
    *Memorandum Opinion and Order*, 21 FCC Rcd 15050, 15059 ¶ 22 (2006);
    Implementation of the Commercial Spectrum Enhancement Act and
    Modernization of the Commission's Competitive Bidding Rules and
    Procedures, *Order on Reconsideration of the Second Report and
    Order*, 21 FCC Rcd 6703, n. 8 (2006); Year 2000 Biennial Regulatory
    Review -- Amendment of Part 22 of the Commission's Rules to Modify
    or Eliminate Outdated Rules Affecting the Cellular Radiotelephone
    Service and other Commercial Mobile Radio Services, *Report and
    Order*, 17 FCC Rcd 18401, 18346-48 (¶¶ 70-74) (2002)). The
    Applicants also state that all but one of the cellular and PCS
    licenses held by ALLTEL have been constructed. *See id.*

[^733]: Joint Opposition at 88-89.

[^734]: *See* Arkansas Limited Partners Reply at 10-13. Arkansas Limited
    Partners state that there is "no logical reason to confine the
    offense of trafficking to unbuilt stations, since . . . there is a
    longstanding public policy against treating licensed communications
    facilities are mere commodities to be bought and sold for profit."
    *Id.* at 10. Arkansas Limited Partners also assert that the
    applications should be denied because, based on the current record,
    Applicants failed to demonstrate that Atlantis will not realize any
    profit from the proposed transaction. *Id.* at 3, 12-14.

[^735]: *See* Arkansas Limited Partners Reply at 11.

[^736]: 47 C.F.R. § 1.939(d).

[^737]: Arkansas Limited Partners Petition to Deny at 5-6. We note that
    some of the documentation submitted by Arkansas Limited Partners
    fails to support a finding of authorization trafficking. *See,
    e.g.,* Allie Winter, *Third time's a charm VZW to Acquire ALLTEL*,
    RCR [Wireless,]{.smallcaps} June 9, 2008, *available at*
    http://www.rcrnews.com/article/20080609/SUB/905502577 (last visited
    October 10, 2008) (regarding investors' potential profit from sale
    of ALLTEL to Verizon Wireless "\[i\]t basically boils down to the
    equity investors making little or no more than what they paid for
    Alltel last year").

[^738]: *See, e.g.,* Thomas K. Kurian RF Data, Inc., *et al.*, *Order*,
    18 FCC Rcd 21949, 21954 ¶ 16 (PSPWD 2003) (denying, commenters'
    trafficking allegation because of its "generalized, unfounded and
    speculative nature").

[^739]: Electronic message dated September 16, 2008 from Tom Dickson,
    North American Business Brokers, Inc. to Carl Kuhl, Constituent
    Policy Liaison, Office of Senator Norm Coleman.

[^740]: Letter from Mark Landiak, Executive Director, the Wireless
    Business Owners Consortium, to Erin McGrath, Mobility Division, and
    Susan Singer, Spectrum Competition and Policy Division, Wireless
    Telecommunications Bureau, Federal Communications Commission, at 1
    (August 27, 2008).

[^741]: *See id.* at 2.

[^742]: *See generally* discussion *supra* Part VII.A. In paragraph 159
    above, we stated specifically that we will require the Applicants to
    divest all licenses, leases, and authorizations and related
    operational and network assets, which shall include certain
    employees, retail sites, subscribers, customers, all fixed assets,
    goodwill, and all spectrum associated therewith, of either Verizon
    Wireless or ALLTEL, in certain markets.

[^743]: *See, e.g.,* A.L.Z. Broadcasting, Inc., *Memorandum Opinion and
    Order*, 15 FCC Rcd 23200, 23201 ¶ 3 (2000) (finding contractual
    dispute concerning payment obligations to be within the province of
    a court of competent jurisdiction, not the Commission) (citations
    omitted)*;* Verestar, Inc., *Memorandum Opinion, Order, and
    Authorization*, 19 FCC Rcd 22750, 22756 ¶ 16 (IB & WTB 2004)
    (declining to defer action on assignment applications pending
    resolution of litigation, noting it is \"long-standing Commission
    policy not to involve itself with private contractual disputes\")
    *(citations omitted).*

[^744]: Leap Wireless Petition to Deny at 5-6; Leap Wireless Reply at
    11-12; *see also* Rural Carriers Reply at 6 (arguing that if "the
    current screen mechanism must be replaced, a matter so fundamental
    should be the subject of a rule making prior to any action on the
    instant merger petition."); Rural Telecommunications Group Reply at
    8-9.

[^745]: Leap Wireless Petition to Deny at 5-6.

[^746]: *Id*. at 6 (citing *SEC v. Chenery Corp.*, 332 U.S. 194, 202
    (1947); *NLRB v. Bell Aerospace Co.*, 416 U.S. 267, 294 (1974)).

[^747]: Cellular South Petition to Deny at 6; *see also* Cellular South
    Supplement at 8-13 (arguing that the Applicants' offer to divest an
    15 additional markets created 15 more "contingent" applications).

[^748]: Cellular South Petition to Deny at 17-18.

[^749]: *Id*. at 5-6; Cellular South Reply at 3-7.

[^750]: Cellular South Petition to Deny at 6 n.20.

[^751]: Joint Opposition at 36 n.107.

[^752]: *See* 47 U.S.C. §§ 214(a), 310(d).

[^753]: *See supra* Part III.

[^754]: 15 U.S.C. § 18.

[^755]: *See supra* Part VII.B.

[^756]: 47 C.F.R. § 1.1200(a).

[^757]: *Id.* § 1.1206. *See also* Public Notice, 23 FCC Rcd at
    10008-09.

[^758]: Letter from David L. Nace, Counsel for Cellular South, Inc. to
    James D. Schlichting, Acting Chief, Wireless Telecommunications
    Bureau, Federal Communications Commission at 1, 3 (Sept. 24, 2008 )
    ("Cellular South Letter"); *see also* Cellular South Supplement at
    1.

[^759]: Cellular South Letter at 3; *see also* 47 U.S.C. § 309(d)(2).

[^760]: Cellular South Letter at 3; Cellular South Supplement at 7-8.

[^761]: Cellular South Supplement at 3.

[^762]: 47 C.F.R. § 1.1206(a).

[^763]: 47 C.F.R. § 1.1200(a) ("Where the public interest so requires in
    a particular proceeding, the Commission and its staff retain the
    discretion to modify the applicable *ex parte* rules by order,
    letter, or public notice.").

[^764]: Cellular South claims that the Applicants' Information Request
    Response was only made publicly available in a "heavily redacted
    version" and could only be accessed if Cellular South agreed "to be
    bound by, the wholly unlawful and prejudicial terms of the
    anticipatory Protective Order issued by the WTB on July 29, 2008."
    Cellular South Supplement at 5. Cellular South argues that contrary
    to section 0.459 of the Commission's rules, 47 C.F.R. § 0.459, the
    Protective Order impermissibly removes the onus from the Applicants
    to demonstrate why certain information should be withheld from
    public inspection. Cellular South Letter at 3-4. We disagree. The
    Commission routinely adopts protective orders where it anticipates
    that it may seek documents that contain confidential or proprietary
    information. In adopting the Protective Order in this proceeding,
    the Commission specifically noted that the Protective Order did not
    "constitute a resolution of the merits concerning whether any
    information submitted under the Protective Order would be released
    publicly by the Commission upon a proper request under the Freedom
    or Information Act ("FOIA") or otherwise." Protective Order, 23 FCC
    Rcd at 11155 ¶ 2. Pursuant to the terms of the Protective Order, any
    party could seek access to confidential documents by signing the
    Acknowledgement of Confidentiality attached to the protective order.
    *Id*. at 11155 ¶ 3. Cellular South, like all parties in this
    proceeding, had the opportunity to access, comment on or rebut all
    *ex parte* presentations made in this proceeding.

[^765]: 47 U.S.C. § 310(b)(4). The petition for declaratory ruling is
    included in the narrative portion of the transfer of control
    applications and has been assigned File No. ISP-PDR-20080613-00012.

[^766]: Applications of Vodafone AirTouch, Plc and Bell Atlantic
    Corporation for Consent to Transfer of Control or Assignment of
    Licenses and Authorizations, *Memorandum Opinion and Order*, 15 FCC
    Rcd 16507, 16514 ¶ 19 (WTB/IB 2000) ("*Vodafone-Bell Atlantic
    Order*").

[^767]: Chatham Petition to Deny at 22-31; Chatham Reply at 10-16.

[^768]: *See* Rules and Policies on Foreign Participation in the U.S.
    Telecommunications Market, *Report and Order and Order on
    Reconsideration*, IB Docket Nos. 97-142 and 95-22, 12 FCC Rcd 23891
    (1997) ("*Foreign Participation Order*"), *Order on
    Reconsideration*, 15 FCC Rcd 18158 (2000).

[^769]: *See Foreign Participation Order*, 12 FCC Rcd at 23918-21 ¶¶
    59-66. In assessing the public interest, we consider the record and
    accord the appropriate level of deference to Executive Branch
    expertise on these issues. *See id.*

[^770]: 47 U.S.C. § 310(b)(4).

[^771]: *Id*.

[^772]: *See BBC License Subsidiary*, 10 FCC Rcd 10968, 10973-74 ¶ 25.

[^773]: 47 U.S.C. § 310(b)(4).

[^774]: *Foreign Participation Order*, 12 FCC Rcd at 23896, 23913, 23940
    ¶¶ 9, 50, 111-112.

[^775]: *Id*. at 23913, 23940 ¶¶ 50, 111-112. The Commission stated, in
    the *Foreign Participation Order*, that it will deny an application
    if it finds that more than 25% of the ownership of an entity that
    controls a common carrier radio licensee is attributable to parties
    whose principal place(s) of business are in non-WTO Member countries
    that do not offer effective competitive opportunities to U.S.
    investors in the particular service sector in which the applicant
    seeks to compete in the U.S. market, unless other public interest
    considerations outweigh that finding. *See id.* at 23946 ¶ 131.

[^776]: *See* Application, Public Interest Statement at 53.

[^777]: *See* Cellco Partnership, Form 602, File No. 0003464689 (June 8,
    2008) (providing the current ownership structure); Cellco
    Partnership, Form 602, File No. 0003467172 (June 10, 2008)
    (providing the post-transaction ownership structure).

[^778]: *See Verizon Wireless-RCC Order*, 23 FCC Rcd at 12523 ¶ 145. To
    support its requested ruling, Verizon Wireless relies on ownership
    information it submitted to the Commission in the *Verizon
    Wireless-RCC* proceeding. *See* Application, Public Interest
    Statement at 53 n.123 (citing Letter from Nancy J. Victory, Counsel
    for Verizon Wireless, to Marlene H. Dortch, Secretary, Federal
    Communications Commission (Apr. 8, 2008) ("April 8, 2008 Letter")).

[^779]: *Vodafone-Bell Atlantic Order*, 15 FCC Rcd at 16514 ¶ 19. The
    Commission has extended this ruling to cover the AWS services, *see*
    International Authorizations Granted, File No.
    ISP-PDR-20060619-00015, *Public Notice*, 21 FCC Rcd 13575 (IB 2006),
    and permitted Verizon Wireless to acquire ownership interests in
    other common carriers, *see*, *e.g*., *Verizon Wireless-RCC Order*,
    23 FCC Rcd 12463; Applications of Northcoast Communications, LLC and
    Cellco Partnership d/b/a Verizon Wireless, *Memorandum Opinion and
    Order*, 18 FCC Rcd 6490, 6492 ¶ 6 & n.15 (CWD/WTB 2003); Wireless
    Telecommunications Bureau and International Bureau Grant Consent for
    Assignment or Transfer of Control of Wireless Licenses and
    Authorizations from Price Communications Corporation to Cellco
    Partnership d/b/a Verizon Wireless, *Public Notice*, 16 FCC Rcd 7155
    (WTB/IB 2001).

[^780]: *Vodafone-Bell Atlantic Order*, 15 FCC Rcd at 16514 ¶ 19.

[^781]: *Id*.

[^782]: *See id*. at 16514 ¶ 19 n.34.

[^783]: *See* April 8, 2008 Letter at 2-3. The beneficial ownership
    information for Vodafone is current as of February 29, 2008, and the
    beneficial ownership information for Verizon is current as of March
    3, 2008. *See id*.

[^784]: *See Verizon Wireless-RCC Order*, 23 FCC Rcd at 12525 ¶ 148
    n.473.

[^785]: *See id*. at 23 FCC Rcd at 12525 ¶¶ 147-148.

[^786]: Chatham Petition to Deny at 22-31; Chatham Reply at 10-16.
    Chatham raises the same arguments in its petition for
    reconsideration of our decision in the *Verizon Wireless-RCC*
    proceeding. *See* Chatham Avalon Park Community Council Petition for
    Reconsideration, WT Docket No. 07-208 (filed Aug. 15, 2008).

[^787]: Chatham Petition to Deny at 24-26 (citing Verizon
    Communications, Inc., Transferor and América Móvil, S.A. de C.V.,
    Transferee, Application for Authority to Transfer Control of
    Telecomunicaciones de Puerto Rico, Inc. (TELPRI), WT Docket No.
    06-113, *Memorandum Opinion and Order and Declaratory Ruling*, FCC
    07-43, 22 FCC Rcd 6195 (2007) ("*América Móvil Order*"); Chatham
    Reply to Joint Opposition at 14.

[^788]: Chatham Petition to Deny at 23, 26, 29.

[^789]: *See id.* at 23-24; Chatham Reply at 16.

[^790]: *See* April 8, 2008 Letter at 2-4. As discussed in the *Verizon
    Wireless-RCC Order*, Vodafone obtained address of record information
    for the beneficial owners of its shares from UBS AG, an investment
    banking and securities firm. *See Verizon Wireless-RCC Order*, 23
    FCC Rcd at 12525 ¶ 147 & n.464 (citing April 8, 2008 Letter, WT
    Docket No. 07-208, at 2). Verizon obtained its beneficial owners'
    address of record information from Broadridge Financial Solutions,
    Inc. ("Broadridge"), a firm that specializes in securities
    processing, clearing and outsourcing, and in investor
    communications. *See Verizon Wireless-RCC Order*, 23 FCC Rcd at
    12525 ¶ 148 & n.470 (citing April 8, 2008 Letter, WT Docket No.
    07-208, at 4).

[^791]: *América Móvil* *Order*, 22 FCC Rcd at 6222-23 ¶ 59. Information
    that América Móvil submitted in support of its section 310(b)(4)
    petition for declaratory ruling indicated that approximately 41.03%
    of its total capital stock was held in the form of Class L American
    Depositary Shares ("ADSs") by custodian banks and brokers for which
    América Móvil obtained only the custodians' street addresses. *See*
    Letter from Philip L. Verveer, Michael G. Jones, and Daniel K.
    Alvarez, Counsel to América Móvil , S.A.B. de C.V., to Marlene H.
    Dortch, Secretary, Federal Communications Commission (dated Nov. 26,
    2007), IB Docket No. 06-113, at 4. An additional 0.85% of América
    Móvil's total capital stock was held in the form of Class L ADSs by
    shareholders that had taken possession of their stock certificates
    and for which América Móvil obtained street address information.
    *See id*.

[^792]: *See* WWOR-TV, Inc. For Transfer of Control of Station WWOR-TV,
    Licensee of Station WWOR-TV, Channel 9 Secaucus, New Jersey,
    *Memorandum Opinion and Order*, 6 FCC Rcd 6569, 6572 ¶ 13 (1991)
    ("*WWOR-TV*"), *appeal dismissed sub nom.* *Garden State
    Broadcasting Ltd. Partnership v. F.C.C.*, 996 F.2d 386 (D.C. Cir.
    1993)).

[^793]: *See WWOR-TV*, 6 FCC Rcd at 6572, ¶¶ 12-13; *see also* Foreign
    Ownership Guidelines for FCC Common Carrier and Aeronautical Radio
    Licenses, *Public Notice*, 19 FCC Rcd 22612, 22639-41 (Int'l Bur.
    2004), *erratum*, 21 FCC Rcd 6484 (Int'l Bur. 2006).

[^794]: *See* *WWOR-TV*, 6 FCC Rcd at 6572 ¶ 13 (allowing publicly
    traded company to use shareholder mailing addresses to demonstrate
    foreign ownership below the 25% benchmark in section 310(b)(4)).
    *See* *also* Motient Corporation and Subsidiaries, Transferors, and
    SkyTerra Communications, Inc., Transferee, Application for Authority
    to Transfer Control of Mobile Satellite Ventures Subsidiary LLC, WC
    Docket No. 06-106, *Memorandum Opinion and Order and Declaratory
    Ruling*, 21 FCC Rcd 10198, 10-216, ¶ 41 & n.114 (WTB, OET, Int'l
    Bur. 2006) ("*2006 MSV Order*") (allowing applicant to use
    shareholder addresses to establish foreign ownership of Motient, a
    public company holding shares in the applicant); Mobile Satellite
    Ventures Subsidiary LLC and SkyTerra Communications, Inc. Petition
    for Declaratory Ruling Under Section 310(b) of the Communications
    Act of 1934, as Amended; Harbinger Capital Partners Master Fund I,
    Ltd. and Harbinger Capital Partners Special Situations Fund, L.P.
    Petition for Expedited Action for Declaratory Ruling Under Section
    310(b) of the Communications Act of 1934, as Amended, *Order and
    Declaratory Ruling*, 23 FCC Rcd 4436, 4461-462, Appendix B, ¶¶ 24-25
    (2008) ("*2008 MSV Order*") (following the Bureau-level decision in
    the *2006 MSV Order* and allowing applicant to use shareholder
    address information submitted in that proceeding for TerreStar
    (formerly, Motient).

[^795]: We agree with Chatham to the extent it argues that, where a
    public company has reason to know the citizenship or principal
    places of business of particular beneficial owners, *e.g*., based on
    notifications made pursuant to federal securities regulations, the
    information should be included in the company's citizenship
    calculations. *See* Chatham Petition to Deny at 29.

[^796]: We reject as unsupported and without merit Chatham's suggestion
    that our conclusions in the recent *Diversification of Ownership
    Order* are relevant to the determination whether Verizon Wireless
    has used reasonable means to demonstrate compliance with its section
    310(b)(4) ruling. *See* Chatham Petition to Deny at 26-32 (citing
    \[delete In re\] Promoting Diversification of Ownership in the
    Broadcast Services, *Report and Order and Third Further Notice of
    Proposed Rulemaking*, MB Docket No. 07-294, 23 FCC Rcd 5922, 5949
    (2008). In that proceeding, we declined to adopt a proposal to
    permit non-controlling foreign investment in broadcast licensees
    under section 310(b)(4) as a means to promote diversification of
    ownership among broadcast licensees, including women and minorities.
    *See id*. at ¶ 77. Our decision had no bearing on the methodologies
    that applicants and licensees employ to ascertain their levels of
    foreign ownership under section 310(b)(4).

[^797]: *See* discussion paras. 157-158; *see also* *Foreign
    Participation Order*, 12 FCC Rcd at 23905-09 ¶¶ 33-41.

[^798]: We note that Verizon Wireless is a party to an Agreement dated
    December 14, 1999, as amended March 27, 2008, between Verizon
    (formerly, Bell Atlantic Corporation), Vodafone, and Verizon
    Wireless, on the one hand, and the U.S. Department of Defense, the
    U.S. Department of Justice, the Federal Bureau of Investigation, and
    the U.S. Department of Homeland Security, on the other. *See Verizon
    Wireless-RCC Order* at ¶¶ 152-154.

[^799]: Application at 60; Section 310(b)(3) of the Communications Act
    prohibits foreign governments, individuals and corporations from
    owning more than 20% of the stock of a corporation holding a
    broadcast, common carrier, aeronautical en route or aeronautical
    fixed radio station license. 47 U.S.C. § 310(b)(3). The Commission
    has held that Section 310(b)(3) also prohibits a foreign government,
    individual or corporation from holding equity or voting interests in
    a corporate licensee through an intervening U.S.-organized holding
    company that itself holds non-controlling interests in the licensee.
    *See* Request for Declaratory Ruling Concerning the Citizenship
    Requirements of Sections 310(b)(3) and (4) of the Communications Act
    of 1934, as amended, *Declaratory Ruling*, 103 F.C.C. 2d 511,
    520-522, ¶¶ 16-20, n.45 (1985) ("*Wilner & Scheiner*"), reconsidered
    in part, 1 FCC Rcd 12 (1986).

[^800]: Verizon Wireless October 14, 2008 Trust *Ex Parte* Letter.

[^801]: With respect to equity interests, Vodafone, a foreign
    corporation, holds a 45% equity interest in Verizon Wireless.
    Verizon Wireless will acquire indirectly, through its 100% ownership
    of ALLTEL Communications: (1) a 40% equity interest in Illinois
    Valley, (2) a 32.11% equity interest in Northwest Missouri, and (3)
    a 23.75% equity interest in Pittsfield. Applying the multiplier to
    calculate equity interests, we find that upon closing of the
    proposed transaction Vodafone and Verizon's foreign shareholders
    will hold: (1) an aggregate 19.90% foreign equity ownership of
    Illinois Valley, (2) an aggregate 15.54% foreign equity ownership of
    Northwest Missouri, and (3) an aggregate 11.82% foreign equity
    ownership of Pittsfield (through Alltel Communications). *See Wilner
    & Scheiner*, 103 F.C.C. 2d at 521-222, *¶*¶ 19-20*;* BBC License
    Subsidiary L.P., *Memorandum Opinion and Order*, 10 FCC Rcd 10968,
    10973 ¶ 22 (1995) ("*BBC License Subsidiary*"). All of these equity
    interests are below the 20% benchmark of section 310(b)(3).

[^802]: *Vodafone-Bell Atlantic Order*, 15 FCC Rcd at 16514 ¶ 19.

[^803]: *2008 MSV Order*, 23 FCC Rcd at 4443 ¶ 16; *América Móvil
    Order*, 22 FCC Rcd at 6225 ¶ 68.