**Before the**

Federal Communications Commission

Washington, D.C. 20554

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| In the Matter of                 | * | File No. 0003382436          |
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| AT&T Mobility Spectrum, LLC      | ) |                              |
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| Application for 700 MHz Band     | * |                              |
| Licenses, Auction No. 73         |   |                              |
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order

**Adopted: December 31, 2008 Released: December 31, 2008**

By the Deputy Chief, Wireless Telecommunications Bureau:

Table of Contents

Heading Paragraph \#

I. introduction 1

II\. background 2

A. Auction 73 2

B. Description of AT&T Mobility 4

III\. discussion 6

A. Market Definition 7

B. Initial Screen 11

C. Market-by-Market Analysis 13

IV\. conclusion 15

V. ordering clauses 16

# introduction

1.  In this Order, we review the above-referenced Auction 73 Form 601
    application of AT&T Mobility Spectrum, LLC ("AT&T Mobility") and
    find that the public interest would be served if the application is
    granted. We therefore direct the Mobility Division of the Wireless
    Telecommunications Bureau ("Bureau") to process the application
    consistent with this Order and the Commission's rules.

# background

## Auction 73

2.  Auction 73 offered 1,099 licenses in the 700 MHz band, involving a
    total of 62 megahertz located in the 698-806 MHz spectrum. The 700
    MHz band licenses may be used for flexible fixed, mobile, and
    broadcast uses, including fixed and mobile wireless commercial
    services; fixed and mobile wireless uses for private, internal radio
    needs; and mobile and other digital new broadcast operations. These
    uses may include two-way interactive, cellular, and mobile
    television broadcasting services. The licenses offered in Auction 73
    included: 176 Economic Area ("EA") licenses (12 megahertz each) in
    the A Block; 734 Cellular Market Area ("CMA") licenses (12 megahertz
    each) in the B Block; 176 EA licenses (6 megahertz each) in the E
    Block; 12 Regional Economic Area Grouping ("REAG") licenses (22
    megahertz each) in the C Block; and one nationwide license of 10
    megahertz, to be used as part of the 700 MHz Public/Private
    Partnership, in the D Block.

3.  Auction 73 began on January 24, 2008.[^1] The auction ended on March
    18, 2008, with 101 bidders winning a total of 1090 licenses.[^2] The
    Bureau released an accepted for filing public notice listing
    applications filed by 100 of the 102 applicants on April 22,
    2008.[^3] On June 26, 2008, the Commission granted applications
    filed by 64 of the applicants.[^4]

## Description of AT&T Mobility

4.  AT&T Mobility is a direct, wholly-owned subsidiary of AT&T Mobility
    LLC, which is an indirect wholly-owned subsidiary of AT&T Inc.
    ("AT&T").[^5] AT&T is a communications holding company incorporated
    in the State of Delaware with principal offices in San Antonio,
    Texas,[^6] and headquartered in Dallas, Texas.[^7] Through its
    subsidiaries and affiliates, AT&T is a provider of communications
    services, including wireless services, local exchange and
    long-distance voice services, data/broadband services and high-speed
    Internet access, Wi-Fi, and IP-based communications services to
    businesses.[^8]

5.  AT&T provides wireless services through AT&T Mobility LLC.[^9] AT&T
    Mobility LLC has 72.9 million customers and, for fiscal year 2007,
    had revenues of approximately \$42.7 billion.[^10] It holds spectrum
    licenses in all fifty states, the District of Columbia, Puerto Rico,
    and the United States Virgin Islands,[^11] and has a network
    footprint that covers over 290 million people.[^12] AT&T provides
    digital service on its network, operating primarily on 800 MHz
    cellular and 2 GHz Personal Communications Services ("PCS")
    spectrum,[^13] using Global System for Mobile Communications ("GSM")
    and General Packet Radio Service ("GPRS") technology, along with
    Enhanced Data rates for GSM Evolution ("EDGE") and High Speed
    Downlink Packet Access/Universal Mobile Telephone System
    ("HSDPA/UMTS") technology for wireless broadband services.[^14]

# discussion

6.  We have reviewed AT&T Mobility's Auction 73 application and find
    that the public interest would be served if it is processed in
    accordance with this Order and the Commission's rules. Consistent
    with the Commission's recent decision regarding the Auction 73
    applications of Union Telephone Company and Cellco Partnership d/b/a
    Verizon Wireless,[^15] we do not apply the Commission's standard
    competitive analysis to the Auction 73 application of AT&T Mobility.
    In light of the Commission's statement in that order that it intends
    to apply its standard competitive analysis prospectively to spectrum
    acquired via auction as well as via transactions, we note that if we
    were to apply the standard competitive analysis to the instant
    application, it would evidence that competitive harm is unlikely in
    the mobile telephony markets that would be affected by grant of the
    application. For purposes of our analysis, we will use the
    definitions for product market, spectrum input market, and the
    related initial spectrum screen (of 95 megahertz) discussed in the
    *Union Telephone/Verizon Wireless Order* and the transaction orders
    cited therein.[^16]

## Market Definition

7.  *Product Market Definition*. As just noted, for our analysis, we use
    the same product market definition as discussed in the Commission's
    *Union Telephone/Verizon Wireless Order* and the transaction orders
    cited therein.[^17] In the *Union Telephone/Verizon Wireless Order*,
    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,[^18] but analyzed all of these product markets under the
    combined market for mobile telephony service.[^19] Based on
    consideration of various factors, including the nature of these
    services and their relationship with each other, the Commission
    found that this approach provides a reasonable assessment of any
    potential competitive harm resulting from the transactions under
    review.[^20]

8.  *Geographic Market Definition*. Consistent with the *Union
    Telephone/Verizon Wireless Order*, we use Component Economic Areas
    ("CEAs") and CMAs as the geographic market definition. In its recent
    wireless transaction orders, the Commission has applied the
    "hypothetical monopolist test" and found that the relevant
    geographic markets are local, are larger than counties, may
    encompass multiple counties, and, depending on the consumer's
    location, may even include parts of more than one state.[^21] In
    these orders the Commission identified two sets of geographic areas
    that effectively may be used to define local markets -- CEAs and
    CMAs.[^22] Because these two sets of geographic areas come from
    different sides of the equation -- demand in the case of CEAs,
    supply in the case of CMAs -- the Commission has found them to be
    useful cross-checks on each other and, together, they help ensure
    that our analysis does not overlook local areas that require more
    detailed analysis.[^23]

9.  *Input Market for Spectrum*. We next examine the application in
    light of the input market for spectrum associated with the provision
    of mobile telephony services, using the standard discussed in the
    *Union Telephone/Verizon Wireless Order.* There, the Commission
    included in its analysis the following spectrum bands as "suitable"
    for the provision of mobile telephony services -- approximately 200
    megahertz of cellular, broadband PCS, and specialized mobile radio
    ("SMR") spectrum as well as 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 services
    nationwide to approximately 280 megahertz.[^24]

10. *Market Participants*. As discussed in the *Union Telephone/Verizon
    Wireless Order* and wireless transaction orders cited therein, when
    computing initial measures of market concentration, the Commission
    limits its analysis of transactions involving mobile telephony
    services to cellular, PCS, SMR, and 700 MHz facilities-based service
    providers, and excludes satellite service providers, wireless Voice
    over Internet Protocol ("VoIP") providers, mobile virtual network
    operators ("MVNOs"), and resellers from consideration.[^25] In
    addition, in the context of the above-referenced application and
    consistent with the Commission's approach in the *Union
    Telephone/Verizon Wireless Order* and the transactions orders cited
    therein, we consider Advanced Wireless Services ("AWS-1") and
    Broadband Radio Services ("BRS") providers market participants in
    our in-depth analysis of individual local markets not eliminated by
    our initial screen to the extent that they provide mobile telephony
    services.[^26]

## Initial Screen

11. When examining the effect of proposed transactions, the Commission
    generally applies a two-part initial "screen" that identifies those
    local markets in which there is no competitive harm arising from the
    transaction or spectrum acquisition. One part of the screen utilizes
    the post-transaction Herfindahl-Hirschman Index ("HHI") of market
    concentration in conjunction with the change in the HHI, which is
    calculated based on providers' subscriber market shares.[^27] Since
    the acquisition of "greenfield" spectrum at auction does not result
    in service overlaps, the HHI screen would not be triggered in any of
    the markets associated with the licenses for which AT&T Mobility was
    the highest bidder in Auction 73.[^28]

12. The second part of this screen examines the input market for
    spectrum available for the provision of mobile telephony
    services.[^29] Under the *Union Telephone/Verizon Wireless Order*
    and the transaction orders cited therein, the second part of the
    screen, if applied to this application, would identify the markets
    in which this application would result in spectrum aggregation in
    amounts of 95 megahertz or more out of a total of 280 megahertz of
    spectrum suitable for the provision of mobile telephony
    service.[^30] While we would not include AWS-1 and BRS spectrum in
    the initial spectrum screen for the purpose of evaluating the
    application,[^31] we would consider the extent to which AWS-1 or BRS
    licenses are in fact available *locally*, and would include the
    spectrum associated with them in the local spectrum input market in
    our detailed, case-by-case analysis of markets caught by the initial
    screen.[^32] Applying the 95 megahertz screen to AT&T Mobility's
    Auction 73 application, if we were to do so, would result in seven
    CMAs that require further competitive review.[^33]

## Market-by-Market Analysis

13. If we were to apply further competitive review of each of these
    seven CMAs, we would find that it is unlikely that the grant of the
    application of AT&T Mobility for licenses associated with Auction 73
    would result in competitive harm in the seven CMAs identified by the
    initial screen. Consistent with the *Union Telephone/Verizon
    Wireless Order* and the wireless transaction orders cited therein,
    further competitive review of each of these CMAs would include,
    among other things, the determination of: (1) the total spectrum
    available for mobile telephony use; (2) the particular applicant's
    portion of available spectrum; (3) licensees in the market and their
    spectrum holdings; (4) licensees currently providing service in the
    market; (5) whether current service providers, who may be capacity
    constrained in the near-term, can access additional spectrum in the
    market either through auction or on the secondary market; and (6)
    licensees currently holding spectrum that could enter the market to
    provide service.[^34] For these seven CMAs, upon evaluation of this
    data and similarly to the conclusions the Commission reached in the
    *Union Telephone/Verizon Wireless Order* and the *AT&T-Aloha Order*
    regarding the unlikelihood of competitive harm resulting from those
    transactions,[^35] we would find that in each of these markets there
    are at least two, and as many as four, other providers that
    currently have sufficient market share and spectrum throughout the
    CMA to compete in the provision of mobile telephony services.[^36]
    Further, several additional firms currently hold sufficient spectrum
    that would enable them either to expand their provision of services
    or to enter the market and begin providing services.[^37] Finally,
    if a current provider in any of these markets is capacity
    constrained, or if a new entrant would like to enter these markets,
    then there is sufficient unused spectrum available that could be
    obtained in the secondary market.[^38]

14. We note that the total amount of spectrum in portions of one of the
    markets included in the AT&T Mobility Auction 73 application -- 109
    megahertz in CMA691 Virginia 11-Madison -- exceed the levels found
    acceptable in the *AT&T-Aloha Order* (maximum 107 megahertz) and the
    *AT&T-Dobson Order* (maximum 105 megahertz). Nonetheless, for the
    reasons set forth above, we would find that it is unlikely that the
    grant of the application of AT&T Mobility for licenses associated
    with Auction 73 would result in competitive harm in the seven CMAs
    identified by the initial screen.

# conclusion

15. For the reasons stated above, we find that the public interest would
    be served if the above-referenced Auction 73 application of AT&T
    Mobility is granted. We accordingly direct the Mobility Division of
    the Wireless Telecommunications Bureau to process the application in
    accordance with this Order and the Commission's rules.

# ordering clauses

16. Accordingly, IT IS ORDERED, pursuant to Sections 4(i) and 309 of the
    Communications Act of 1934, as amended, 47 U.S.C. §§ 154(i), 309,
    and sections 0.131 and 0.331 of the Commission's rules, 47 C.F.R. §§
    0.131, 0.331, that the Mobility Division of the Wireless
    Telecommunications Bureau SHALL PROCESS application File No.
    0003382436 filed by AT&T Mobility Spectrum LLC on April 3, 2008, and
    amended on April 8 and 10, 2008, consistent with this Order and the
    Commission's rules.

17. IT IS FURTHER ORDERED that this Order SHALL BE EFFECTIVE upon
    adoption. Petitions for reconsideration under section 1.106 of the
    Commission\'s rules, 47 C.F.R. § 1.106, or applications for review
    under section 1.115 of the Commission\'s rules, 47 C.F.R. § 1.115,
    may be filed within thirty days of the date of public notice of this
    Order.

FEDERAL COMMUNICATIONS COMMISSION

> Joel D. Taubenblatt

Deputy Chief

Wireless Telecommunications Bureau

[^1]: *See* Auction of 700 MHz Band Licenses Scheduled for January 24,
    2008; Notice and Filing Requirements, Minimum Opening Bids, Reserve
    Prices, Upfront Payments, and Other Procedures for Auctions 73
    and76, AU Docket No. 07-157, *Public Notice*, 22 FCC Rcd 18141 (WTB
    2007).

[^2]: Auction of 700 MHz Band Licenses Closes; Winning Bidders Announced
    for Auction 73, *Public Notice*, 23 FCC Rcd 4572 (WTB 2008). One of
    the winning bidders was a consortium, and two of its members filed
    individual applications as required under our rules, resulting in
    102 applicants.

[^3]: Wireless Telecommunications Bureau Announces That Applications for
    700 MHz Band Licenses Are Accepted for Filing, *Public Notice*, 23
    FCC Rcd 6722 (WTB 2008).

[^4]: Wireless Telecommunications Bureau Grants 700 MHz Band Licenses,
    *Public Notice*, 23 FCC Rcd 10134 (WTB 2008).

[^5]: AT&T Mobility Spectrum LLC, FCC Form 601, File No. 0003382436,
    Amended Exhibit A: Ownership at 1 (filed Apr. 8, 2008); AT&T
    Mobility Spectrum LLC, FCC Form 602, File No. 0003382431, Indirect
    Ownership Attachment at 1 (filed Apr. 2, 2008) (stating that AT&T
    Mobility, which is held through a number of intervening entities
    that are wholly-owned subsidiaries of AT&T, is the only direct
    interest holder in the Applicant).

[^6]: AT&T Inc., Form 10-K, at 1 (Feb. 27, 2008) ("AT&T Form 10-K"),
    *available at* http://www.att.com/gen/investor-relations?pid=5691
    (last visited Dec. 30, 2008).

[^7]: AT&T, Corporate Profile, at 1 ("AT&T Corporate Profile"),
    *available at* http://www.att.com/gen/investor-relations?pid=5711
    (last visited Dec. 30, 2008).

[^8]: AT&T Form 10-K at 1, 4; AT&T Corporate Profile at 1, 3 (displaying
    "all segments of the Company Overview"). AT&T provides broadband,
    long distance, and local voice service to over 58.9 million access
    lines to customers and has 14.7 million High-Speed Internet
    subscribers, with a concentration in twenty-two states. AT&T
    Corporate Profile at 2, 5. The twenty-two states are Alabama,
    Arkansas, California, Connecticut, Florida, Georgia, Illinois,
    Indiana, Kansas, Kentucky, Louisiana, Michigan, Mississippi,
    Missouri, Nevada, North Carolina, Ohio, Oklahoma, South Carolina,
    Tennessee, Texas, and Wisconsin. *See id.*; *see also* AT&T Form
    10-K at 1. AT&T also provides satellite television service through
    strategic alliances and provides bundled offerings, such as AT&T
    Homezone^SM^, which combines AT&T\|DISH Network with AT&T Yahoo!^®^
    High Speed Internet, and AT&T U-verse^SM^ services, including AT&T
    U-verse^SM^ TV, AT&T Yahoo!^®^ High Speed Internet, and Voice over
    Internet Protocol ("VoIP") services. AT&T Form 10-K at 2 (stating
    that AT&T is providing AT&T U-verse^SM^ service in limited parts of
    11 markets as of December 2006); AT&T Corporate Profile at 3.
    Further, AT&T provides directory publishing and advertising
    services. AT&T Form 10-K at 1, 5; AT&T Corporate Profile at 1.

[^9]: AT&T Form 10-K at 2, 3.

[^10]: AT&T Corporate Profile at 2; About Wireless Services from AT&T,
    at 1, *available at* http://www.wireless.att.com/about/ (last
    visited Dec. 30, 2008).

[^11]: AT&T Corporate Profile at 2.

[^12]: AT&T, 2007 Online Annual Report, Wireless, at 1, *available at*
    http://www.att.com/Investor/ATT_Annual/ wireless/index.html (last
    visited Dec. 30, 2008).

[^13]: AT&T Form 10-K at Exhibit 12 n.7.

[^14]: *Id*. at 2; AT&T Corporate Profile at 5; AT&T, Wireless
    Technology, at 1, *available at*
    http://www.wireless.att.com/about/our-technology.jsp (last visited
    Dec. 30, 2008).

[^15]: Union Telephone Company, Cellco Partnership d/b/a Verizon
    Wireless, File No. 0003371176, *et al*., *Memorandum Opinion and
    Order,* FCC 08-257 (rel. Nov. 13, 2008) ("*Union Telephone/Verizon
    Wireless Order*").

[^16]: *See* *id.* at ¶¶ 11-16. *See also* Application of AKD Holdings,
    LLC, Alaska DigiTel, LLC, and GCI, Inc. For Consent to Transfer
    Control of Licenses and Authorizations, WT Docket No. 08-10,
    *Memorandum Opinion and Order*, DA 08-1882, at ¶ 14 (WTB rel. Aug.
    8, 2008) ("*GCI-Alaska DigiTel II Order*"); 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, 12481-82 ¶ 31
    (2008) ("*Verizon-RCC Order*"), *recon. pending*; Application of
    Aloha Spectrum Holdings Company LLC (Assignor) and AT&T Mobility II
    LLC (Assignee) Seeking FCC Consent For Assignment of Licenses and
    Authorizations, WT Docket No. 07-265, *Memorandum Opinion and
    Order*, 23 FCC Rcd 2234, 2236-37 ¶ 10 (2008) ("*AT&T-Aloha 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,
    20306 ¶ 15 (2007) ("*AT&T-Dobson Order*").

    We note that the Commission recently revised the definitions of the
    product market and the input market for spectrum (which also affects
    the initial screen) that it applies in its competitive review. *See*
    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, *Memorandum Opinion and
    Order and Declaratory Ruling*, FCC 08-258, at ¶¶ 45-47, 53, 62-68
    (rel. Nov. 10, 2008) ("*Verizon Wireless-Atlantis Order*"); 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,
    ¶¶ 33-40, 53, 61-74 (rel. Nov. 7, 2008) ("*Sprint Nextel-Clearwire
    Order*"), *Erratum* (rel. Nov. 10, 2008).

[^17]: *See* *Union Telephone/Verizon Wireless Order*, FCC 08-257, at
    ¶ 11.

[^18]: *See id.* *See also* *Verizon-RCC Order*, 23 FCC Rcd at 12483-84
    ¶ 37; *AT&T-Dobson Order*, 22 FCC Rcd at 20308 ¶ 21; Applications
    for the Assignment of License from Denali PCS, L.L.C. to Alaska
    DigiTel, L.L.C. and the Transfer Control of Interests in Alaska
    DigiTel, L.L.C. to General Communication, Inc., WT Docket No.
    06-114, *Memorandum Opinion and Order*, 21 FCC Rcd 14863, 14876 ¶ 25
    (2006) ("*GCI-Alaska DigiTel I Order*"); Applications of Guam
    Cellular and Paging, Inc. and DoCoMo Guam Holdings, Inc., WT Docket
    No. 06-76, *Memorandum Opinion and Order*, 21 RCC Rcd 13580, 13594 ¶
    19 (2006) ("*DoCoMo-Guam 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, 11541 ¶ 26
    (2006) ("*ALLTEL-Midwest Wireless Order*"); Applications of Nextel
    Communications, Inc. and Sprint Corp., WT Docket No. 05-63,
    *Memorandum Opinion and Order*, 20 FCC Rcd 13967, 13983 ¶ 38 (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, 13068 ¶ 28 (2005)
    ("*ALLTEL-Western Wireless Order*"); Applications of AT&T Wireless
    Services, Inc. and Cingular Wireless Corp. For Consent to Transfer
    Control of Licenses and Authorizations, Applications of Subsidiaries
    of T-Mobile USA, Inc. and Subsidiaries of Cingular Wireless Corp.
    For Consent to Assignment and Long-Term De Facto Lease of Licenses,
    and Applications of Triton PCS License Company, LLC, AT&T Wireless
    PCS, LLC, and Lafayette Communications Company, LLC For Consent to
    Assignment of Licenses, WT Docket Nos. 04-70, 04-254, 04-323,
    *Memorandum Opinion & Order*, 19 FCC Rcd 21522, 21558 ¶ 74 (2004)
    ("*Cingular-AT&T Wireless Order*").

[^19]: *See* *Union Telephone/Verizon Wireless Order*, FCC 08-257, at
    ¶ 11. *See also* *Verizon-RCC Order*, 23 FCC Rcd at 12483-84 ¶ 37;
    *AT&T-Dobson Order*, 22 FCC Rcd at 20308 ¶ 21; *GCI-Alaska DigiTel I
    Order*, 21 FCC Rcd at 14876 ¶ 25; *DoCoMo-Guam Order*, 21 FCC Rcd at
    13594 ¶ 19; *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.

[^20]: *See* *Union Telephone/Verizon Wireless Order*, FCC 08-257, at
    ¶ 11. *See also* *Verizon-RCC Order*, 23 FCC Rcd at 12483-84 ¶ 37;
    *AT&T-Dobson Order*, 22 FCC Rcd at 20308 ¶ 21; *GCI-Alaska DigiTel I
    Order*, 21 FCC Rcd at 14876 ¶ 25; *DoCoMo-Guam Order*, 21 FCC Rcd at
    13594 ¶ 19; *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 13068-69 ¶¶ 29-30; *Cingular-AT&T
    Wireless Order*, 19 FCC Rcd at 21559-60 ¶¶ 77, 79.

[^21]: *See Union Telephone/Verizon Wireless Order*, FCC 08-257, at
    ¶ 12. *See also* *Verizon Wireless-Atlantis Order*, FCC 08-258, at
    ¶ 49; *Sprint Nextel-Clearwire Order*, FCC 08-259, at ¶ 51;
    *Verizon-RCC Order*, 23 FCC Rcd at 12484 ¶ 39; *AT&T-Dobson Order*,
    22 FCC Rcd at 20309 ¶ 23; *GCI-Alaska DigiTel I Order*, 21 FCC Rcd
    at 14876 ¶ 27; *DoCoMo-Guam Order*, 21 FCC Rcd at 13594 ¶ 20;
    *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 ¶¶ 34-35; *Cingular-AT&T
    Wireless Order*, 19 FCC Rcd at 21562-63 ¶¶ 89-90.

[^22]: *Union Telephone/Verizon Wireless Order*, FCC 08-257, at ¶ 12.
    *See also* *Verizon Wireless-Atlantis Order*, FCC 08-258, at ¶ 49;
    *Sprint Nextel-Clearwire Order*, FCC 08-259, at ¶ 51. The Commission
    has chosen CEAs and CMAs for its data analysis because both are
    consistent in order of magnitude with its local market definition
    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
    the mobile telephony 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* *Cingular-AT&T Wireless
    Order*, 19 FCC Rcd at 21567-68 ¶ 105; *see also* *Verizon-RCC
    Order*, 23 FCC Rcd at 12484-85 ¶ 39; *AT&T-Dobson Order*, 22 FCC Rcd
    at 20309 ¶ 23; *GCI-Alaska DigiTel I Order*, 21 FCC Rcd at 14876-77
    ¶ 27; *DoCoMo-Guam Order*, 21 FCC Rcd at 13594 ¶ 20; *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.

[^23]: *See* *Union Telephone/Verizon Wireless Order*, FCC 08-257, at
    ¶ 12. *See also, e.g.*, *Verizon Wireless-Atlantis Order*, FCC
    08-258, at ¶ 49; *Sprint Nextel-Clearwire Order*, FCC 08-259, at
    ¶ 51; *Verizon-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.

[^24]: *See Union Telephone/Verizon Wireless Order*, FCC 08-257, at
    ¶ 13. *See also* *Verizon-RCC Order*, 23 FCC Rcd at 12486 ¶ 43;
    *AT&T-Dobson Order*, 22 FCC Rcd at 20312-14 ¶¶ 30-31.

[^25]: *See Union Telephone/Verizon Wireless Order*, FCC 08-257, at
    ¶ 14. *See also* *Verizon-RCC Order*, 23 FCC Rcd at 12487-88 ¶ 48;
    *AT&T-Dobson Order*, 22 FCC Rcd at 20316 ¶ 36; *GCI-Alaska DigiTel I
    Order*, 21 FCC Rcd at 14879 ¶ 31; *DoCoMo-Guam Order*, 21 FCC Rcd at
    13595 ¶ 22; *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 telephony. *See* GlobalCom, Iridium Satellite
    Phone Service Plans, at
    http://www.globalcomsatphone.com/satellite/services/iridium_service_plans.html
    (last visited Dec. 30, 2008); GlobalStar Satellite Phone Services -
    New Lower Pricing Plans, at
    http://www.globalcomsatphone.com/satellite/services/globalstar.html
    (last visited Dec. 30, 2008). *See also* *AT&T-Dobson Order*, 22 FCC
    Rcd at 20316 n.130; *GCI-Alaska DigiTel I 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 ¶ 33;
    *Sprint-Nextel Order*, 20 FCC Rcd at 13991 ¶ 58; *ALLTEL-Western
    Wireless Order*, 20 FCC Rcd at 13070 ¶ 38. The Commission also does
    not consider wireless VoIP providers as providing the same
    functionality as mobile telephony providers because the service they
    provide now is nomadic rather than mobile. *See* *AT&T-Dobson
    Order*, 22 FCC Rcd at 20316 n.130; *GCI-Alaska DigiTel I 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 ¶ 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 I 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.

[^26]: *See Union Telephone/Verizon Wireless Order*, FCC 08-257, at
    ¶ 13. *See also, e.g., Verizon-RCC Order*, 23 FCC Rcd at 12483 ¶ 33,
    12488 ¶ 48; *AT&T-Dobson Order*, 22 FCC Rcd at 20315 ¶ 35.

[^27]: *See Union Telephone/Verizon Wireless Order*, FCC 08-257, at
    ¶ 15. *See also, e.g., GCI-Alaska DigiTel II Order*, DA 08-1882, at
    ¶ 14; *Verizon-RCC Order*, 23 FCC Rcd at 12482 ¶ 32, 12489-90 ¶ 52;
    *AT&T-Dobson Order*, 22 FCC Rcd at 20306 ¶ 15.

[^28]: *See Union Telephone/Verizon Wireless Order*, FCC 08-257, at
    ¶ 15.

[^29]: *See id.* *See also, e.g., GCI-Alaska DigiTel II Order*, DA
    08-1882, at ¶ 14; *Verizon-RCC Order*, 23 FCC Rcd at 12482 ¶ 32,
    12489-90 ¶ 52; *AT&T-Aloha Order*, 23 FCC Rcd at 2237 ¶ 10;
    *AT&T-Dobson Order*, 22 FCC Rcd at 20307 ¶ 16.

[^30]: *See Union Telephone/Verizon Wireless Order*, FCC 08-257, at
    ¶ 15. *See also, e.g., GCI-Alaska DigiTel II Order*, DA 08-1882, at
    ¶ 14; *Verizon-RCC Order*, 23 FCC Rcd at 12483 ¶ 33, 12489-90 ¶ 52;
    *AT&T-Aloha Order*, 23 FCC Rcd at 2237 ¶ 10; *AT&T-Dobson Order*, 22
    FCC Rcd at 20312-14 ¶¶ 30-31. This initial spectrum aggregation
    screen of 95 megahertz is approximately one-third of the 280
    megahertz of cellular, broadband PCS, SMR, and 700 MHz spectrum
    suitable for mobile telephony. *See GCI-Alaska DigiTel II Order*, DA
    08-1882, at ¶ 14 n.61; *Verizon-RCC Order*, 23 FCC Rcd at 12483
    ¶ 33, 12489-90 ¶ 52; *AT&T-Dobson Order*, 22 FCC Rcd at 20312-13 ¶¶
    30-31. As noted above, the Commission subsequently adopted a revised
    spectrum screen in orders addressing the Sprint Nextel
    Corporation-Clearwire Corporation and Verizon Wireless-Atlantis
    Holdings LLC transactions. *See also* *Verizon Wireless-Atlantis
    Order*, FCC 08-258, at ¶ 64; *Sprint Nextel-Clearwire Order*, FCC
    08-259, at ¶ 74.

[^31]: *See* *Union Telephone/Verizon Wireless Order*, FCC 08-257, at
    ¶ 15. *See also* *Verizon-RCC Order*, 23 FCC Rcd at 12483 ¶ 33;
    *AT&T-Dobson Order*, 22 FCC Rcd at 20314-15 ¶¶ 32-34.

[^32]: *See* *Union Telephone/Verizon Wireless Order*, FCC 08-257, at
    ¶ 15. *See also* *Verizon-RCC Order*, 23 FCC Rcd at 12483 ¶ 33;
    *AT&T-Dobson Order*, 22 FCC Rcd at 20315 ¶ 35.

[^33]: The following is a list of the seven CMAs triggered by the 95
    megahertz initial screen and the range of spectrum holdings for AT&T
    Mobility on a county-by-county basis: CMA097 Bakersfield, CA (99
    MHz), CMA112 Corpus Christi, TX (104 MHz), CMA168 Tallahassee, FL
    (99 MHz), CMA359 Delaware 1-Kent (99 MHz), CMA432 Kansas 5-Brown (67
    to 102 MHz), CMA468 Maryland 2-Kent (89 to 99 MHz), and CMA691
    Virginia 11-Madison (89 to 109 MHz). CMA168 Tallahassee, FL, CMA359
    Delaware 1-Kent, and CMA468 Maryland 2-Kent include 700 MHz spectrum
    being acquired by AT&T Mobility II from MilkyWay Broadband, LLC. The
    application was consented to on November 12, 2008. *See* File No.
    0003489257.

[^34]: *See Union Telephone/Verizon Wireless Order*, FCC 08-257, at
    ¶ 18. *See also, e.g.*, *Verizon-RCC Order*, 23 FCC Rcd at 12497 ¶
    70; *AT&T-Aloha Order*, 23 FCC Rcd at 2237 ¶ 12; *AT&T-Dobson
    Order*, 22 FCC Rcd at 20322 ¶ 51; *ALLTEL-Midwest Wireless Order*,
    21 FCC Rcd at 11555 ¶ 63.

[^35]: *See Union Telephone/Verizon Wireless Order*, FCC 08-257, at
    ¶ 18; *AT&T Aloha Order*, 23 FCC Rcd at 2237 ¶ 12.

[^36]: If we were to make this determination for these markets, we would
    not consider or rely on information contained in the Numbering
    Resource Utilization and Forecast reports filed by, or disaggregated
    carrier-specific local number portability data related to, certain
    wireless telecommunications carriers with insufficient market share
    throughout the CMA to have a material effect on our market-by-market
    analysis.

[^37]: *See Union Telephone/Verizon Wireless Order*, FCC 08-257, at
    ¶ 18; *AT&T Aloha Order*, 23 FCC Rcd at 2237 ¶ 12.

[^38]: *See Union Telephone /Verizon Wireless Order*, FCC 08-257, at
    ¶ 18; *AT&T Aloha Order*, 23 FCC Rcd at 2237 ¶ 12.