Federal Communications Commission FCC 07-196
Before the
Federal Communications Commission
Washington, D.C. 20554
In the Matter of
Applications of AT&T Inc. and Dobson
Communications Corporation
For Consent to Transfer Control of Licenses and 
Authorizations
File Nos. 0003092368 et al.
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WT Docket No. 07-153
MEMORANDUM OPINION AND ORDER
Adopted:  November 15, 2007  Released:  November 19, 2007
By the Commission: Commissioner Copps concurring in part, dissenting in part and issuing a statement; 
Commissioner Adelstein approving in part, dissenting in part and issuing a statement; Commissioner 
McDowell issuing a statement.
TABLE OF CONTENTS
Heading Paragraph #
I. INTRODUCTION.................................................................................................................................. 1
II. BACKGROUND.................................................................................................................................... 3
A. Description of Applicants ................................................................................................................ 3
1. AT&T Inc. ................................................................................................................................. 3
2. Dobson Cellular Corporation .................................................................................................... 5
B. Description of Transaction............................................................................................................... 6
C. Application Review Process ............................................................................................................ 7
1. Commission Review.................................................................................................................. 7
2. Department of Justice Review................................................................................................... 8
III. STANDARD OF REVIEW AND PUBLIC INTEREST FRAMEWORK .......................................... 10
IV. COMPETITIVE ANALYSIS............................................................................................................... 15
A. Market Definitions ......................................................................................................................... 20
B. Initial Screen .................................................................................................................................. 39
C. Horizontal Issues............................................................................................................................ 42
D. Market-by-Market Analysis........................................................................................................... 51
1. Analytical Standard ................................................................................................................. 51
2. Results of Analysis.................................................................................................................. 53
E. Other Issues.................................................................................................................................... 58
1. Roaming .................................................................................................................................. 58
2. Eligible Telecommunications Carrier Status........................................................................... 68
F. Public Interest Benefits .................................................................................................................. 73
1. Analytical Framework............................................................................................................. 75
2. Discussion................................................................................................................................ 78
3. Conclusion............................................................................................................................... 84
V. CONDITIONS/REMEDIES................................................................................................................. 85
A. Operating Unit Divestitures ........................................................................................................... 88
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B. Spectrum ........................................................................................................................................ 90
C. Operation of Divestitures............................................................................................................... 95
VI. CONCLUSION .................................................................................................................................. 103
VII. ORDERING CLAUSES.................................................................................................................... 104
APPENDIX A  Market-Specific Analysis of Markets Involving Divestiture
APPENDIX B  Market Specific Analysis of Texas-9 Runnels (CMA660)
I. INTRODUCTION
1. In this order, we consider applications filed by AT&T Inc. (AT&T) and Dobson 
Communications Corporation (Dobson).  In these applications, AT&T and Dobson (together the 
Applicants) seek Commission approval of the transfer of control of licenses, authorizations and de facto
transfer spectrum leases held by Dobson and its subsidiaries from Dobson CC Limited Partnership, the 
controlling interest holder in Dobson,1 to AT&T.2  At closing, Dobson will continue as a wholly-owned 
subsidiary of AT&T.3  These transfer of control applications pertain to licenses for the Part 22 Cellular 
Radiotelephone Service, the Part 24 Personal Communications Service, the Part 27 Advanced Wireless 
Service, and the Part 101 Common Carrier Fixed Point-to-Point Microwave Service, as well as 
international section 214 authorizations.
2. Pursuant to sections 214(a) and 310(d) of the Communications Act of 1934, as amended 
(Communications Act),4 we must determine whether the Applicants have demonstrated that the 
proposed acquisition of Dobson would serve the public interest, convenience, and necessity.  Based on the 
record before us, we find that the Applicants have generally met that burden.  In 38 markets, the proposed 
transaction would result in the combination of overlapping mobile telephony coverage and services.  
After applying an initial screen to identify those markets in which there clearly is no competitive harm, 
we conduct a market-by-market competitive analysis examining the potential consequences of increasing 
AT&Ts 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 in these markets would be an 
effective competitive constraint on the behavior of the merged entity.  With regard to four local areas, 
however, our case-by-case analysis indicates that likely competitive harms will result.  In these areas, we 
impose narrowly tailored conditions that will effectively remedy the potential for these particular harms.  
We also condition the proposed transaction on AT&Ts voluntary commitment to an interim cap on high-
cost, competitive Eligible Telecommunications Carrier (ETC) support provided to AT&T and Dobson.
  
1 See Dobson Communications Corporation, FCC Form 602, File No. 0002781671 (filed Oct. 11, 2006).
2 For a complete list of applications involved in this transaction, see AT&T Inc. and Dobson Communications 
Corporation Seek FCC Consent to Transfer Control of Licenses and Authorizations and Request a Declaratory 
Ruling on Foreign Ownership, WT Docket No. 07-153, Public Notice, DA 07-3404 (rel. July 26, 2007) (Comment 
Public Notice).  File No. 0003092368 has been designated the lead application (Application).  The other 
applications contain an exhibit referring to the exhibits attached to file no. 0003092368.  Thus, for convenience, 
when referring to these applications, we only cite to the lead Application.
3 Dobson will continue to own the stock of its subsidiaries, and Dobson and its subsidiaries will continue to hold all 
of the FCC authorizations and spectrum leases that they held prior to the merger.
4 47 U.S.C.  214(a), 310(d).
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II. BACKGROUND
A. Description of Applicants
1. AT&T Inc.
3. AT&T is a communications holding company incorporated in the State of Delaware and has 
its principal offices in San Antonio Texas.5 Through its subsidiaries and affiliates, AT&T is a provider of 
communications services, including local exchange and long-distance voice services, wireless services, 
data/broadband services and high-speed Internet access, Wi-Fi, and IP-based communications services to 
businesses.6 Specifically, AT&T provides broadband, long distance, and local voice service over 64.1 
million access lines to customers and has 13.3 million High-Speed Internet subscribers, with a 
concentration in twenty-two states.7 AT&T also provides satellite television service through strategic 
alliances and provides bundled offerings, such as AT&T HomezoneSM, 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 TV, AT&T Yahoo! High Speed Internet, and Voice over Internet Protocol (VoIP) services.8  
Further, AT&T provides domestic and directory publishing and advertising services.9
4. AT&T provides wireless service to 63.7 million customers and has more subscribers than any 
other wireless provider in the United States.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 284 million people.12 AT&T provides digital service on its network using primarily Global System 
for Mobile Communications (GSM) and General Packet Radio Service (GPRS) technology and offers 
Enhanced Data rates for GSM Evolution (EDGE) for wireless broadband.13 AT&T is also in the 
process of deploying Universal Mobile Telecommunications System/High Speed Downlink Packet 
Access (UMTS/HSDPA) broadband to deliver high-speed, wireless broadband services.14 AT&T 
  
5 Application, Exhibit 1 at 1; AT&T Inc., Form 10-K, at 1 (Feb. 26, 2007) (AT&T Form 10-K), available at
http://www.att.com/gen/investor-relations?pid=5691; AT&T, Corporate Profile, http://www.att.com/gen/investor-
relations?pid=5711, at 1 (last visited Oct.16, 2007) (AT&T Corporate Profile) (displaying all segments of the 
Company Overview).
6 Application, Exhibit 1 at 1; AT&T Form 10-K at 1, 4; AT&T to Acquire Dobson Communications, Expand 
Wireless Coverage, http://www.dobson.net/ir_press_releases.html, at 1 (last visited Oct. 1, 2007) (Press Release); 
AT&T Corporate Profile at 1, 3.
7 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.
8 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.  
9 AT&T Form 10-K at 1; Application, Exhibit 1 at 1; Press Release at 1; AT&T Corporate Profile at 2.
10 AT&T Corporate Profile at 2.
11 Id.
12 See Press Release at 4; AT&T, 2006 Online Annual Report, Wireless, 
http://www.att.com/Investor/ATT_Annual/wireless/index.html (last visited Oct. 19, 2007).
13 AT&T Form 10-K at 3; AT&T Corporate Profile at 5.  AT&T also provides service using Time Division Multiple 
Access (TDMA) technology.  See AT&T Form 10-K at 3.  AT&T states that is has moved most of its wireless 
traffic over to its GSM network.  See AT&T, 2006 Online Annual Report, Chairmans Letter, 
http://www.att.com/Investor/ATT_Annual/letter/02.html (last visited Oct. 19, 2007).
14 AT&T Form 10-K at 3; AT&T Corporate Profile at 5.  
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provides its customers the ability to make calls in 190 countries using internationally enabled phones, 
with wireless data roaming in 130 countries for laptops, hand-held devices and other data services.15  
2. Dobson Cellular Corporation
5. Dobson, which incorporated in Oklahoma in 1997,16 provides wireless services over a 
GSM/GPRS/EDGE network17 to 1.7 million subscribers in rural and suburban communities in 17 states.18  
Dobsons network covers a population of approximately 12.7 million people primarily in rural and 
suburban areas.19 Dobson offers digital voice and data services, including messaging and high-speed data 
functions, such as wireless e-mail and Internet access.20 Dobson offers service on 850 MHz Cellular and 
1900 MHz Personal Communications Services (PCS) licenses that Dobson either owns or has access to 
through spectrum leasing arrangements.21 Dobson also owns 85 Advanced Wireless Services (AWS) 
licenses, which are not currently integrated into Dobsons network.22 Dobsons operations are 
encompassed in its two wholly-owned subsidiaries, Dobson Cellular Systems, Inc. and American Cellular 
Corporation.23 Dobson also has roaming arrangements with AT&T and T-Mobile.  The roaming 
agreements with AT&T designate Dobson as the preferred provider, and in some cases exclusive partner, 
of roaming services in substantially all of Dobsons markets where AT&T and its affiliates do not have a 
network.24 Dobson provides services under the CELLULARONE brand name.25
B. Description of Transaction
6. On June 29, 2007, Dobson, AT&T, and Alpine Merger Sub, Inc. (Alpine Merger Sub)
entered into an Agreement and Plan of Merger (Merger Agreement).26 Pursuant to the Merger 
  
15 AT&T Corporate Profile at 2; See AT&T, 2006 Online Annual Report, Wireless, 
http://www.att.com/Investor/ATT_Annual/wireless/02.html (last visited Oct. 19, 2007).
16 Dobson Communications Corporation, Form 10-K, at 3 (Feb. 28, 2007) (Dobson Form 10-K), available at
http://www.dobson.net/ir_sec_filings.html (last visited Oct. 15, 2007).
17 Application, Exhibit 1 at 1; Dobson Form 10-K at 3, 4; Dobson Communications Corporation, Profile, 
http://www.dobson.net/dp_profile.html (last visited Oct. 1, 2007) (Dobson Profile).  Dobson also provides service 
on a TDMA network.  See Dobson Form 10-K at 4; Dobson Profile at 1.
18 Application, Exhibit 1 at 1; Dobson Communications Corporation, Service Area, 
http://www.dobson.net/dp_service_area.html (last visited Oct. 1, 2007) (Dobson Service Area); Dobson Profile at 
1; Press Release at 1.  Dobson is providing service in portions of Alaska, Arizona, Illinois, Kansas, Kentucky, 
Maryland, Michigan, Minnesota, Missouri, New York, Ohio, Oklahoma, Pennsylvania, Texas, Virginia, West 
Virginia, and Wisconsin.  Dobson Form 10-K at 5; Dobson Service Area at 1; Press Release at 2.  
19 Dobson Communications Corporation, http://www.dobson.net (last visited Oct. 1, 2007); Dobson Profile at 1; 
Dobson Form 10-K at 3, 4; Press Release at 1.
20 Dobson Form 10-K at 3, 5; Dobson Profile at 1.
21 Dobson Form 10-K at 5.  Dobsons network utilizes 850 MHz spectrum in 13 MSAs, which covers a total 
population of 2.7 million, and 59 RSAs, which cover a total population of 9 million.  The network utilizes 1900 
MHz spectrum in an area that covers a total population of 1.0 million.  Id. 
22 Id. at 4.
23 Id. at 3.
24 Id. at 4-5.
25 Application, Exhibit 1 at 1; Dobson Form 10-K at 6 (stating that, until March 2007, Dobson also marketed under 
the brand name of DOBSON CELLULAR SYSTEMS in western Oklahoma and the Texas Panhandle).
26 Application, Exhibit 1 at 2; Dobson Communications Corporation, Form 8-K, at 2 (June 29, 2007; filed July 2, 
2007) (Dobson Form 8-K), available at http://www.dobson.net/ir_sec_filings.html.
Federal Communications Commission FCC 07-196
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Agreement, Alpine Merger Sub will be merged with and into Dobson, with Dobson being the surviving 
entity.27 Each share of Dobson common stock will be canceled and converted into the right to receive 
$13.00 per share.28 The total value of the deal is approximately $2.8 billion in cash.29  At closing, the 
separate corporate existence of Alpine Merger Sub will cease, and Dobson will continue as the surviving 
corporation and a wholly-owned subsidiary of AT&T.30 Dobson will continue to own the stock of its 
subsidiaries, and Dobson and its subsidiaries will continue to hold all of the FCC authorizations and 
spectrum leasing arrangements that they held prior to the merger.31
C. Application Review Process
1. Commission Review
7. On July 13, 2007, pursuant to section 310(d) of the Communications Act,32 the Applicants 
filed applications seeking consent to the proposed transfer of control of licenses held by subsidiaries of 
Dobson to AT&T.33 Pursuant to section 214 of the Communications Act,34 the Applicants also filed 
applications seeking Commission approval of the transfer of control of three international section 214 
authorizations to from Dobson to AT&T.35 On July 26, 2007, the Commission released a Public Notice 
seeking public comment on the proposed transaction.36 In response to the Comment Public Notice, the 
Commission received two petitions to deny the applications, filed by East Kentucky Network, LLC (East 
Kentucky Network) and Mid-Tex Cellular LTD. (Mid-Tex Cellular),37 and two comments filed by T-
Mobile USA, Inc. (T-Mobile) and Governor Jennifer M. Granholm of the state of Michigan.38  The 
  
27 Application, Exhibit 1 at 2; Dobson Form 8-K at 2.
28 Application, Exhibit 1 at 2; Dobson Form 8-K at 2; Press Release at 2.
29 Press Release at 1, 2.
30 Application, Exhibit 1 at 2; Dobson Form 8-K at 2.
31 Application, Exhibit 1 at 2-3.
32 47 U.S.C.  310(d).
33 See supra note 2 and accompanying text.
34 47 U.S.C.  214.
35 See supra note 2 and accompanying text.
36 Comment Public Notice, DA 07-3404, at 1.  The Comment Public Notice set due dates of August 27, 2007 for 
Petitions to Deny, September 6, 2007 for Oppositions, and September 13, 2007 for Replies.  See id. 
37 East Kentucky Network, LLC, Petition to Condition Approval or to Deny, filed Aug. 27, 2007 (East Kentucky 
Network Petition to Deny); Mid-Tex Cellular LTD., Petition to Deny, filed Aug. 27, 2007 (Mid-Tex Cellular 
Petition to Deny).  East Kentucky filed an errata to its Petition to Deny on September 10, 2007.  East Kentucky 
Network, LLC, Errata to Petition to Condition Approval or to Deny, filed Sept. 10, 2007 (East Kentucky Network 
Errata).  Mid-Tex Cellular filed a supplement to its petition to deny on October 26, 2007.  Mid-Tex Cellular LTD., 
Motion for Leave to Supplement Petition to Deny, filed Oct. 26, 2007 (Mid-Tex Cellular Supplement).  All 
pleadings and comments are available on the Commissions Electronic Comment Filing System (ECFS) at 
www.fcc.gov/cgb/ecfs/.
38 T-Mobile USA, Inc., Comments of T-Mobile USA, Inc., filed Aug. 27, 2007 (T-Mobile Comments); Letter 
from Jennifer M. Granholm, Governor, State of Michigan, to Kevin Martin, Chairman, Michael Copps, 
Commissioner, Jonathan Adelstein, Commissioner, Deborah Taylor Tate, Commissioner, and Robert McDowell, 
Commissioner, Federal Communications Commission (filed Nov. 2, 2007) (Governor Granholm Comments) 
(discussing the public interest benefits of the proposed transaction).  
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Applicants filed a Joint Opposition on September 6, 2007,39 to which East Kentucky Network, Mid-Tex 
Cellular, and T-Mobile each filed a reply on September 13, 2007.40
2. Department of Justice Review  
8. The Antitrust Division of the Department of Justice (DOJ) reviews telecommunications 
mergers pursuant to section 7 of the Clayton Act, which prohibits mergers that are likely to substantially 
lessen competition.41 The Antitrust Divisions 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 AT&T and 
Dobson.  As a result of its analysis, DOJ concluded that the proposed merger was likely to result in 
competitive harm in certain markets,42 and entered into a settlement with the Applicants designed to 
address its competitive concerns.  Thus, on October 30, 2007, DOJ filed a Complaint and Preservation of 
Assets Stipulation and Order with the United States District Court for the District of Columbia (District 
Court),43 and the parties jointly filed a proposed Final Judgment with the District Court.44 DOJ will 
allow the merger to proceed subject to the Applicants divestiture of business units in three markets, the 
divestiture or withdrawal of AT&Ts minority interests in partnerships providing wireless service in two 
markets, and the divestiture of Dobsons Cellular One interests in two markets.45
9. Specifically, under the terms of the settlement between the Applicants and DOJ, AT&T and 
Dobson have agreed to transfer control of certain cellular licenses and related operational and network
assets (including certain employees, retail sites, and subscribers) in Kentucky RSA-6 (CMA448), 
Kentucky RSA-8 (CMA450), and Oklahoma RSA-5 (CMA600). AT&T has agreed to divest its minority 
interests in Mid-Tex Cellular, Ltd. covering Texas RSA-9 (CMA660), and in Northwest Missouri 
Cellular Limited partnership, covering Missouri RSA-1 (CMA504).  Finally, AT&T and Dobson have 
agreed to divest Dobsons interests in Cellular One in Pennsylvania RSA-5 (CMA616) and Texas RSA-
11 (CMA662).46 These assets will be transferred to the court-appointed management trustee 
  
39 AT&T, Inc. and Dobson Communications Corporation, Joint Opposition of AT&T Inc. and Dobson 
Communications Corporation to Petitions to Deny and Reply to Comments, filed Sept. 6, 2007 (Joint Opposition).
40 East Kentucky Network, LLC, Reply to Joint Opposition of AT&T Inc. and Dobson Communications 
Corporation, filed Sept. 13, 2007 (East Kentucky Network Reply); Mid-Tex Cellular LTD., Reply to Joint 
Opposition of AT&T Inc. and Dobson Communications Corporation to Petition to Deny, filed Sept. 13, 2007 (Mid-
Tex Cellular Reply); T-Mobile USA, Inc., Reply Comments of T-Mobile USA, Inc., filed Sept. 13, 2007 (T-
Mobile Reply).
41 15 U.S.C.  18.  In addition, DOJ does not review mergers below certain statutorily mandated dollar thresholds, 
which are currently between $50 and $200 million.  15 U.S.C.  18(a).
42 See generally United States of America v. AT&T Inc. and Dobson Communications Corporation, Competitive 
Impact Statement, Case No. 1:07-cv-01952 (filed October 30, 2007) (DOJ Competitive Impact Statement). All 
DOJ filings regarding this matter are available at http://www.usdoj.gov/atr/cases/dobson.htm.  
43 See United States of America v. AT&T Inc. and Dobson Communications Corporation, Complaint, Case No. 
1:07-cv-01952-RMC (filed October 30, 2007) (DOJ Complaint); United States of America v. AT&T Inc. and 
Dobson Communications Corporation, Preservation of Assets Stipulation and Order, Case No.1:07-cv-01952-RMC 
(entered October 30, 2007) (DOJ Stipulation). 
44 United States of America v. AT&T Inc. and Dobson Communications Corporation, Proposed Final Judgment, 
Case No.1:07-cv-01952-RMC (entered October 30, 2007) (DOJ Proposed Final Judgment).
45 See DOJ Proposed Final Judgment at 8-12; DOJ Complaint at 8-9.
46 See DOJ Proposed Final Judgment at 2-8; DOJ Complaint at 8-9; DOJ Competitive Impact Statement at 8-9.
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(Management Trustee), who will manage them while AT&T seeks a third-party buyer.47 AT&T 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.48
III. STANDARD OF REVIEW AND PUBLIC INTEREST FRAMEWORK
10. Pursuant to sections 214(a) and 310(d) of the Communications Act, the Commission must 
determine whether the applicants involved with each proposed transaction have demonstrated that the 
respective proposed assignments and/or transfers of control of licenses and authorizations would serve the 
public interest, convenience, and necessity.49 In applying our public interest test, we must assess whether 
the proposed transaction complies with the specific provisions of the Communications Act,50 the 
Commissions rules, and federal communications policy.51 If a proposed transaction would not violate a 
statute or rule, the Commission considers whether it could result in public interest harms by substantially 
frustrating or impairing the objectives or implementation of the Communications Act or related statutes.52
  
47 See DOJ Stipulation at 8-20. 
48 See DOJ Proposed Final Judgment at 8-23.
49 47 U.S.C.  214(a), 310(d). 
50 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., 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 (AT&T-BellSouth Order); Applications  for the Assignment of License from Denali PCS, 
L.L.C to Alaska DigiTel, L.L.C. and the Transfer of Control of Interests in Alaska DigiTel, L.L.C to General 
Communications, Inc., WT Docket No. 05-114, Memorandum Opinion and Order, 21 FCC Rcd. 14863, 14871  15 
(2006) (GCI-Alaska DigiTel 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, 13588  13 (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, 11535  16 (2006) (ALLTEL-
Midwest Wireless Order); Applications of Nextel Partners, Inc., Transferor, and Nextel WIP Corp. and Sprint 
Nextel Corporation, Transferees, Memorandum Opinion and Order, 21 FCC Rcd 7358, 7360  7 (2006) (Sprint 
Nextel-Nextel Partners Order); SBC Communications Inc. and AT&T Corp. Applications for Approval of Transfer 
of Control, WC Docket No. 05-65, Memorandum Opinion and Order, 20 FCC Rcd 18290, 18300  16 (2005) 
(SBC-AT&T Order); Verizon Communications Inc. and MCI, Inc. Applications for Approval of Transfer of 
Control, WC Docket No. 05-75, Memorandum Opinion and Order, 20 FCC Rcd 18433, 18442  16 (2005) 
(Verizon-MCI Order); Applications of Nextel Communications, Inc. and Sprint Corporation, WT Docket No. 05-
63, Memorandum Opinion and Order, 20 FCC Rcd 13967, 13976  20 (2005) (Sprint-Nextel Order); 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).  
51 See, e.g., AT&T-BellSouth Order, 22 FCC Rcd at 5672  19; GCI-Alaska DigiTel Order, 21 FCC Rcd at 14871  
15; DoCoMo-Guam Order, 21 FCC Rcd 13588-89  13; ALLTEL-Midwest Wireless Order, 21 FCC Rcd 11535  
16; Sprint Nextel-Nextel Partners Order, 21 FCC Rcd at 7360  7; SBC-AT&T Order, 20 FCC Rcd at 18300  16; 
Verizon-MCI Order, 20 FCC Rcd at 18442-43  16; Sprint-Nextel Order, 20 FCC Rcd at 13976  20; ALLTEL-
Western Wireless Order, 20 FCC Rcd at 13062  17; Cingular-AT&T Wireless Order, 19 FCC Rcd at 21542-43 
 40.
52 See, e.g., AT&T-BellSouth Order, 22 FCC Rcd at 5672  19; GCI-Alaska DigiTel Order, 21 FCC Rcd at 14871  
15; DoCoMo-Guam Order, 21 FCC Rcd at 13589  13; ALLTEL-Midwest Wireless Order, 21 FCC Rcd 11535  16;
SBC-AT&T Order, 20 FCC Rcd at 18300  16; Verizon-MCI Order, 20 FCC Rcd at 18442-43  16; Sprint-Nextel 
Order, 20 FCC Rcd at 13976  20.
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The Commission then employs a balancing test weighing any potential public interest harms of a 
proposed transaction against any potential public interest benefits to ensure that, on balance, the proposed 
transaction will serve the public interest.53 The applicants involved with each transaction bear the burden 
of proving, by a preponderance of the evidence, that the proposed transaction, on balance, serves the 
public interest.54 If we are unable to find that the proposed transaction serves the public interest for any 
reason, or if the record presents a substantial and material question of fact, section 309(e) of the Act 
requires that we designate the application for hearing.55
11. 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.56 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 Commissions rules.57 In making this determination, the Commission 
does not, as a general rule, re-evaluate the qualifications of transferors unless issues related to basic 
qualifications have been designated for hearing by the Commission or have been sufficiently raised in 
petitions to warrant designation for hearing.58 Conversely, section 310(d) obligates the Commission to 
  
53 See, e.g., AT&T-BellSouth Order, 22 FCC Rcd at 5672  19; GCI-Alaska DigiTel Order, 21 FCC Rcd at 14871  
15; DoCoMo-Guam Order, 21 FCC Rcd  at 13589  13; ALLTEL-Midwest Wireless Order, 21 FCC Rcd 11535  16;
Sprint Nextel-Nextel Partners Order, 21 FCC Rcd at 7360  7; SBC-AT&T Order, 20 FCC Rcd at 18300  16; 
Verizon-MCI Order, 20 FCC Rcd at 18443  16; Sprint-Nextel Order, 20 FCC Rcd at 13976  20; ALLTEL-Western 
Wireless Order, 20 FCC Rcd at 13062-63  17; Cingular-AT&T Wireless Order, 19 FCC Rcd at 21543  40.
54 See, e.g., AT&T-BellSouth Order, 22 FCC Rcd at 5672  19; GCI-Alaska DigiTel Order, 21 FCC Rcd at 14871-72 
 15; DoCoMo-Guam Order, 21 FCC Rcd at 13589  13; ALLTEL-Midwest Wireless Order, 21 FCC Rcd 11535  
16; Sprint Nextel-Nextel Partners Order, 21 FCC Rcd at 7360  7; SBC-AT&T Order, 20 FCC Rcd at 18300  16; 
Verizon-MCI Order, 20 FCC Rcd at 18443  16; Sprint-Nextel Order, 20 FCC Rcd at 13976-77  20; ALLTEL-
Western Wireless Order, 20 FCC Rcd at 13063  17; Cingular-AT&T Wireless Order, 19 FCC Rcd at 21543  40.
55 47 U.S.C.  309(e).  See also AT&T-BellSouth Order, 22 FCC Rcd at 5672-73  19; GCI-Alaska DigiTel Order, 
21 FCC Rcd at 14872  15; DoCoMo-Guam Order, 21 FCC Rcd at 13589  13; ALLTEL-Midwest Wireless Order, 
21 FCC Rcd at 11535  16; SBC-AT&T Order, 20 FCC Rcd at 18300-01  16; Verizon-MCI Order, 20 FCC Rcd at 
18443  16; Sprint-Nextel Order, 20 FCC Rcd at 13977  20; ALLTEL-Western Wireless Order, 20 FCC Rcd at 
13063  17; Cingular-AT&T Wireless Order, 19 FCC Rcd at 21543-44  40.  Section 309(e)s requirement applies 
only to those applications to which Title III of the Act applies, i.e., radio station licenses.  We are not required to 
designate for hearing applications for the transfer or assignment of Title II authorizations when we are unable to find 
that the public interest would be served by granting the applications, see ITT World Communications, Inc. v. FCC, 
595 F.2d 897, 901 (2d Cir. 1979), but of course may do so if we find that a hearing would be in the public interest.
56 47 U.S.C.  308, 310(d).  See also GCI-Alaska DigiTel Order, 21 FCC Rcd at 14872  16; DoCoMo-Guam 
Order, 21 FCC Rcd at 13589  14; ALLTEL-Midwest Wireless Order, 21 FCC Rcd 11536  17; SBC-AT&T Order, 
20 FCC Rcd at 18379  171; Verizon-MCI Order, 20 FCC Rcd at 18525-26  183; Sprint-Nextel Order, 20 FCC Rcd 
at 13979  24; ALLTEL-Western Wireless Order, 20 FCC Rcd at 13063  18; Cingular-AT&T Wireless Order, 19 
FCC Rcd 21546  44.
57 See 47 U.S.C.  310(d); 47 C.F.R.  1.948; see also GCI-Alaska DigiTel Order, 21 FCC Rcd at 14872  16; 
DoCoMo-Guam Order, 21 FCC Rcd at 13589-90  14; ALLTEL-Midwest Wireless Order, 21 FCC Rcd at 11536  
17; Sprint Nextel-Nextel Partners Order, 21 FCC Rcd at 7361  10; SBC-AT&T Order, 20 FCC Rcd at 18379  171; 
Verizon-MCI Order, 20 FCC Rcd at 18526  183; Sprint-Nextel Order, 20 FCC Rcd at 13979  24; ALLTEL-
Western Wireless Order, 20 FCC Rcd at 13063  18; Cingular-AT&T Wireless Order, 19 FCC Rcd 21546  44.
58 See, e.g., 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; 
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 
(continued.)
Federal Communications Commission FCC 07-196
9
consider whether the proposed transferee is qualified to hold Commission licenses.59 When evaluating 
the qualifications of a potential licensee, the Commission previously has stated that it will review 
allegations of misconduct directly before it,60 as well as conduct that takes place outside of the 
Commission.61 In this proceeding, no issues have been raised with respect to the basic qualifications of 
AT&T or Dobson, both of which previously have been found qualified to hold FCC licenses.62  Thus, we 
find that, at this time, there is no reason to re-evaluate the qualifications of these entities.
12. Our public interest evaluation necessarily encompasses the broad aims of the 
Communications Act,63 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.64 Our public interest analysis may also entail assessing whether the proposed transaction will 
(Continued from previous page)    
of Control of FCC Authorizations under Section 310 (d) of the Communications Act of 1934, 43 FED. COMM. L.J. 
277, 339-40 (1991).  The policy of not approving assignments or transfers when issues regarding the licensees basic 
qualifications remain unresolved is designed to prevent licensees from evading responsibility for misdeeds 
committed during the license period.  See id.
59 See, e.g., GCI-Alaska DigiTel Order, 21 FCC Rcd at 14872  16; DoCoMo-Guam Order, 21 FCC Rcd 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.
60 See, e.g., 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; ALLTEL-Western Wireless Order, 20 FCC Rcd at 
13064  18; Cingular-AT&T Wireless Order, 19 FCC Rcd at 21548  47.  The Commission will consider any 
violation of any provision of the Act, or of the Commissions rules or policies, as predictive of an applicants future 
truthfulness and reliability and, thus, as having a bearing on an applicants character qualifications.  SBC-AT&T 
Order, 20 FCC Rcd at 18379  172; Verizon-MCI Order, 20 FCC Rcd at 18526  184; ALLTEL-Western Wireless 
Order, 20 FCC Rcd at 13064 n.85; Cingular-AT&T Wireless Order, 19 FCC Rcd at 21548  47; Policy Regarding 
Character Qualifications In Broadcast Licensing Amendment of Rules of Broadcast Practice and Procedure Relating 
to Written Responses to Commission Inquiries and the Making of Misrepresentations to the Commission by 
Permittees and Licensees, Gen. Docket No. 81-500, Report and Order and Policy Statement, 100 F.C.C. 2d 1179, 
1209-10  57 (1986), modified, 5 FCC Rcd 3252 (1990), recon. granted in part, 6 FCC Rcd 3448 (1991), modified 
in part, 7 FCC Rcd 6564 (1992).
61 See, e.g., GCI-Alaska DigiTel Order, 21 FCC Rcd at 14872-73  16; DoCoMo-Guam Order, 21 FCC Rcd at
13590  14; 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.  The Commission previously 
has determined that in its review of character issues, it will consider forms of adjudicated, non-Commission related 
misconduct that include: (1) felony convictions; (2) fraudulent misrepresentations to governmental units; and 
(3) violations of antitrust or other laws protecting competition.  See, e.g., SBC-AT&T Order, 20 FCC Rcd at 18379 
 172; Verizon-MCI Order, 20 FCC Rcd at 18526  184; ALLTEL-Western Wireless Order, 20 FCC Rcd at 13064 
n.86; Cingular-AT&T Wireless Order, 19 FCC Rcd at 21548  47.  
62 See AT&T-BellSouth Order, 22 FCC Rcd at 5758  194 (evaluating AT&Ts qualifications to be a Commission 
licensee). 
63 E.g., AT&T-BellSouth Order, 22 FCC Rcd at 5673  20; GCI-Alaska DigiTel Order, 21 FCC Rcd at 14873  17; 
DoCoMo-Guam Order, 21 FCC Rcd at 13591  15; ALLTEL-Midwest Wireless Order, 21 FCC Rcd 11537  18;
SBC-AT&T Order, 20 FCC Rcd at 18301  17; Verizon-MCI Order, 20 FCC Rcd at 18443  17; Sprint-Nextel 
Order, 20 FCC Rcd at 13977  21; ALLTEL-Western Wireless Order, 20 FCC Rcd at 13064  19; Cingular-AT&T 
Wireless Order, 19 FCC Rcd at 21544  41.
64 See, e.g., AT&T-BellSouth Order, 22 FCC Rcd at 5673  20; GCI-Alaska DigiTel Order, 21 FCC Rcd at 14873  
17; DoCoMo-Guam Order, 21 FCC Rcd 13591  15; ALLTEL-Midwest Wireless Order, 21 FCC Rcd 11537  18;
(continued.)
Federal Communications Commission FCC 07-196
10
affect the quality of communications services or will result in the provision of new or additional services 
to consumers.65 In conducting this analysis, the Commission may consider technological and market 
changes, and the nature, complexity, and speed of change of, as well as trends within, the 
communications industry.66
13. In determining the competitive effects of the proposed transaction, our analysis is informed 
by, but not limited to, traditional antitrust principles.67  Because the Commission is charged with 
determining whether the transfer and assignment of licenses serves the broader public interest,68 we take 
into account factors beyond those considered under a traditional antitrust analysis. In the communications 
industry, competition is shaped not only by antitrust rules, but also by the regulatory policies that govern 
the interactions of industry players.69 In addition to considering whether the merger will reduce existing 
(Continued from previous page)    
SBC-AT&T Order, 20 FCC Rcd at 18301  17; Verizon-MCI Order, 20 FCC Rcd at 18443-44  17; Sprint-Nextel 
Order, 20 FCC Rcd at 13977  21; ALLTEL-Western Wireless Order, 20 FCC Rcd at 13064  19; Cingular-AT&T 
Wireless Order, 19 FCC Rcd at 21544  41.
65 See, e.g., AT&T-BellSouth Order, 22 FCC Rcd at 5673  20; GCI-Alaska DigiTel Order, 21 FCC Rcd at 14873  
17; DoCoMo-Guam Order, 21 FCC Rcd at 13591  15; ALLTEL-Midwest Wireless Order, 21 FCC Rcd at 11537  
18; SBC-AT&T Order, 20 FCC Rcd at 18301  17; Verizon-MCI Order, 20 FCC Rcd at 18444  17; Sprint-Nextel 
Order, 20 FCC Rcd at 13977  21; ALLTEL-Western Wireless Order, 20 FCC Rcd at 13064-65  19; Cingular-
AT&T Wireless Order, 19 FCC Rcd at 21544  41.
66 See, e.g., AT&T-BellSouth Order, 22 FCC Rcd at 5673  20; GCI-Alaska DigiTel Order, 21 FCC Rcd at 14873  
17; DoCoMo-Guam Order, 21 FCC Rcd at 13591  15; ALLTEL-Midwest Wireless Order, 21 FCC Rcd at 11537  
18; SBC-AT&T Order, 20 FCC Rcd at 18301-02  17; Verizon-MCI Order, 20 FCC Rcd at 18444  17; Sprint-
Nextel Order, 20 FCC Rcd at 13977  21; ALLTEL-Western Wireless Order, 20 FCC Rcd at 13065  19; Cingular-
AT&T Wireless Order, 19 FCC Rcd at 21544  41.
67 See, e.g., AT&T-BellSouth Order, 22 FCC Rcd at 5673  21; GCI-Alaska DigiTel Order, 21 FCC Rcd at 14873  
18; DoCoMo-Guam Order, 21 FCC Rcd at 13591  16; ALLTEL-Midwest Wireless Order, 21 FCC Rcd at 11537  
19; SBC-AT&T Order, 20 FCC Rcd at 18302  18; Verizon-MCI Order, 20 FCC Rcd at 18444  18; Sprint-Nextel 
Order, 20 FCC Rcd at 13977-78  22; ALLTEL-Western Wireless Order, 20 FCC Rcd at 13065  20; Cingular-
AT&T Wireless Order, 19 FCC Rcd at 21544  42.  See also Satellite Business Systems, Memorandum, Opinion, 
Order, Authorization and Certification, 62 F.C.C.2d 997, 1088 (1977), affd sub nom United States v. FCC, 652 
F.2d 72 (DC Cir. 1980) (en banc); Northern Utilities Service Co. v. FERC, 993 F.2d 937, 947-48 (1st Cir. 1993) 
(stating that public interest standard does not require agencies to analyze proposed mergers under the same 
standards that the Department of Justice . . . must apply).   The Commission and DOJ each have independent 
authority to examine telecommunications mergers, but the standards governing the Commissions review differ from 
those of DOJ.   See, e.g., GCI-Alaska DigiTel Order, 21 FCC Rcd at 14873 n.75; DoCoMo-Guam Order, 21 FCC 
Rcd at 13591 n.77; ALLTEL-Midwest Wireless Order, 21 FCC Rcd at 11537  19; SBC-AT&T Order, 20 FCC Rcd 
at 18302  18; Verizon-MCI Order, 20 FCC Rcd at 18444  18; Sprint-Nextel Order, 20 FCC Rcd at 13978  22; 
ALLTEL-Western Wireless Order, 20 FCC Rcd at 13065  20; Cingular-AT&T Wireless Order, 19 FCC Rcd at 
21544  42.  DOJ reviews mergers pursuant to section 7 of the Clayton Act, which prohibits mergers that are likely 
to lessen competition substantially in any line of commerce.  15 U.S.C.  18.  
68 See, e.g., AT&T-BellSouth Order, 22 FCC Rcd at 5674  21; GCI-Alaska DigiTel Order, 21 FCC Rcd at 14873  
18; DoCoMo-Guam Order, 21 FCC Rcd at 13591  16; ALLTEL-Midwest Wireless Order, 21 FCC Rcd at 11537  
19; SBC-AT&T Order, 20 FCC Rcd at 18302  18; Verizon-MCI Order, 20 FCC Rcd at 18444  18; Sprint-Nextel 
Order, 20 FCC Rcd at 13978  22; ALLTEL-Western Wireless Order, 20 FCC Rcd at 13065  20; Cingular-AT&T 
Wireless Order, 19 FCC Rcd at 21545  42.
69 See, e.g., AT&T-BellSouth Order, 22 FCC Rcd at 5674  21; GCI-Alaska DigiTel Order, 21 FCC Rcd at 14873  
18; DoCoMo-Guam Order, 21 FCC Rcd at 13591-92  16; ALLTEL-Midwest Wireless Order, 21 FCC Rcd at 
11537-38  19; SBC-AT&T Order, 20 FCC Rcd at 18302  18; Verizon-MCI Order, 20 FCC Rcd at 18444  18; 
Sprint-Nextel Order, 20 FCC Rcd at 13978  22; ALLTEL-Western Wireless Order, 20 FCC Rcd at 13065  20; 
Cingular-AT&T Wireless Order, 19 FCC Rcd at 21545  42. 
Federal Communications Commission FCC 07-196
11
competition, we also must consider whether the merger will accelerate the decline of market power by 
dominant firms in the relevant communications markets and the mergers effect on future competition.70  
We also recognize that the same consequences of a proposed merger that are beneficial in one sense may 
be harmful in another.71 For instance, combining assets may allow a merged entity to reduce transaction 
costs and offer new products, but it may also create market power, create or enhance barriers to entry by 
potential competitors, and create opportunities to disadvantage rivals in anticompetitive ways.72
14. Our public interest authority also enables us to impose and enforce narrowly tailored, 
transaction-specific conditions that ensure that the public interest is served by the transaction.73 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.74 Similarly, section 
214(c) of the Act authorizes the Commission to attach to the certificate such terms and conditions as in 
  
70 See, e.g., AT&T-BellSouth Order, 22 FCC Rcd at 5674  21; GCI-Alaska DigiTel Order, 21 FCC Rcd at 14873  
18; DoCoMo-Guam Order, 21 FCC Rcd at 13592  16; ALLTEL-Midwest Wireless Order, 21 FCC Rcd 11538  19;
SBC-AT&T Order, 20 FCC Rcd at 18302  18; Verizon-MCI Order, 20 FCC Rcd at 18444  18; Sprint-Nextel 
Order, 20 FCC Rcd at 13978  22; ALLTEL-Western Wireless Order, 20 FCC Rcd at 13065  20; Cingular-AT&T 
Wireless Order, 19 FCC Rcd at 21545  42.
71 See, e.g., AT&T-BellSouth Order, 22 FCC Rcd at 5674  21; GCI-Alaska DigiTel Order, 21 FCC Rcd at 14873  
18; DoCoMo-Guam Order, 21 FCC Rcd at 13592  16; ALLTEL-Midwest Wireless Order, 21 FCC Rcd at 11538  
19; SBC-AT&T Order, 20 FCC Rcd at 18302  18; Verizon-MCI Order, 20 FCC Rcd at 18444  18; Sprint-Nextel 
Order, 20 FCC Rcd at 13978  22; ALLTEL-Western Wireless Order, 20 FCC Rcd at 13065  20; Cingular-AT&T 
Wireless Order, 19 FCC Rcd at 21545  42.
72 See, e.g., AT&T-BellSouth Order, 22 FCC Rcd at 5674  21; GCI-Alaska DigiTel Order, 21 FCC Rcd at 14873-74 
 18; DoCoMo-Guam Order, 21 FCC Rcd at 13592; ALLTEL-Midwest Wireless Order, 21 FCC Rcd 11538  19;
SBC-AT&T Order, 20 FCC Rcd at 18302  18; Verizon-MCI Order, 20 FCC Rcd at 18445  18; Sprint-Nextel 
Order, 20 FCC Rcd at 13978  22; ALLTEL-Western Wireless Order, 20 FCC Rcd at 13065  20; Cingular-AT&T 
Wireless Order, 19 FCC Rcd at 21545  42.
73 See, e.g., AT&T-BellSouth Order, 22 FCC Rcd at 5674  22; GCI-Alaska DigiTel Order, 21 FCC Rcd at 14874  
19; DoCoMo-Guam Order, 21 FCC Rcd at 13592  17; ALLTEL-Midwest Wireless Order, 21 FCC Rcd at 11538  
20; Sprint Nextel-Nextel Partners Order, 21 FCC Rcd at 7361  9; SBC-AT&T Order, 20 FCC Rcd at 18302  19; 
Verizon-MCI Order, 20 FCC Rcd at 18445 19; Sprint-Nextel Order, 20 FCC Rcd at 13978  23; ALLTEL-Western 
Wireless Order, 20 FCC Rcd at 13065  21; Cingular-AT&T Wireless Order, 19 FCC Rcd at 21545  43 
(conditioning approval on the divestiture of operating units in select markets).  See also WorldCom-MCI Order, 13 
FCC Rcd at 18032  10 (conditioning approval on the divesture of MCIs Internet assets); Applications of 
VoiceStream Wireless Corporation, PowerTel, Inc., Transferors, and Deutsche Telekom AG, Transferee, IB Docket 
No. 00-187, Memorandum Opinion and Order, 16 FCC Rcd. 9779 (2001) (Deutsche Telekom-VoiceStream 
Wireless Order) (conditioning approval on compliance with agreements with Department of Justice and Federal 
Bureau of Investigation addressing national security, law enforcement, and public safety concerns).
74 47 U.S.C.  303(r).  See also GCI-Alaska DigiTel Order, 21 FCC Rcd at 14874  19; DoCoMo-Guam Order, 21 
FCC Rcd at 13592  17; ALLTEL-Midwest Wireless Order, 21 FCC Rcd 11538  20; Sprint Nextel-Nextel Partners 
Order, 21 FCC Rcd at 7361  9; SBC-AT&T Order, 20 FCC Rcd at 18302-03  19; Verizon-MCI Order, 20 FCC 
Rcd at 18445  19; Sprint-Nextel Order, 20 FCC Rcd at 13978-79  23; ALLTEL-Western Wireless Order, 20 FCC 
Rcd at 13066  21; Cingular-AT&T Wireless Order, 19 FCC Rcd at 21545  43; FCC v. Natl Citizens Comm. for 
Broadcasting, 436 U.S. 775 (1978) (upholding broadcast-newspaper cross-ownership rules adopted pursuant to 
section 303(r)); United States v. Southwestern Cable Co., 392 U.S. 157, 178 (1968) (section 303(r) powers permit 
Commission to order cable company not to carry broadcast signal beyond stations primary market); United Video, 
Inc. v. FCC, 890 F.2d 1173, 1182-83 (D.C. Cir. 1989) (syndicated exclusivity rules adopted pursuant to section 
303(r) authority).
Federal Communications Commission FCC 07-196
12
its judgment the public convenience and necessity may require.75 Indeed, unlike the role of antitrust 
enforcement agencies, our public interest authority enables us to impose and enforce conditions to ensure 
that the transaction will, overall, serve the public interest.76 Despite broad authority, the Commission has 
held that it will impose conditions only to remedy harms that arise from the transaction (i.e., transaction-
specific harms) and that are related to the Commissions responsibilities under the Communications Act 
and related statutes.77 Thus, we generally will not impose conditions to remedy pre-existing harms or 
harms that are unrelated to the transaction.78
IV. COMPETITIVE ANALYSIS
15. Consistent with our practice when reviewing proposed wireless transactions affecting the 
mobile telephony market, our analysis of the proposed AT&T-Dobson transaction considers the potential 
competitive effects that might result from increased concentration.79  Horizontal transactions, including 
mergers, 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 Commissions 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.80
  
75 47 U.S.C.  214(c).  See also GCI-Alaska DigiTel Order, 21 FCC Rcd at 14874  19; DoCoMo-Guam Order, 21 
FCC Rcd at 13592  17; ALLTEL-Midwest Wireless Order, 21 FCC Rcd at 11538  20; SBC-AT&T Order, 20 FCC 
Rcd at 18303  19; Verizon-MCI Order, 20 FCC Rcd at 18445  19; Sprint-Nextel Order, 20 FCC Rcd at 13979  
23; ALLTEL-Western Wireless Order, 20 FCC Rcd at 13066  21; Cingular-AT&T Wireless Order, 19 FCC Rcd at 
21545  43.
76 See, e.g., AT&T-BellSouth Order, 22 FCC Rcd at 5674  22; GCI-Alaska DigiTel Order, 21 FCC Rcd at 14874  
19; DoCoMo-Guam Order, 21 FCC Rcd at 13592-93  17; ALLTEL-Midwest Wireless Order, 21 FCC Rcd at 
11538-39  20; SBC-AT&T Order, 20 FCC Rcd at 18303  19; Verizon-MCI Order, 20 FCC Rcd at 18445  19; 
Sprint-Nextel Order, 20 FCC Rcd at 13979  23; ALLTEL-Western Wireless Order, 20 FCC Rcd at 13066  21; 
Cingular-AT&T Wireless Order, 19 FCC Rcd at 21545  43.  See also Schurz Communications, Inc. v. FCC, 982 
F.2d 1043, 1049 (7th Cir. 1992) (discussing Commissions authority to trade off reduction in competition for 
increase in diversity in enforcing public interest standard).
77 See, e.g., 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-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.
78 See, e.g., GCI-Alaska DigiTel Order, 21 FCC Rcd at 14874-75  19; DoCoMo-Guam Order, 21 FCC Rcd at 
13593  17; ALLTEL-Midwest Wireless Order, 21 FCC Rcd at 11539  20; Sprint Nextel-Nextel Partners Order, 21 
FCC Rcd at 7361  9; SBC-AT&T Order, 20 FCC Rcd at 18303  19; Verizon-MCI Order, 20 FCC Rcd at 18445 
 19; Sprint-Nextel Order, 20 FCC Rcd at 13979  23; ALLTEL-Western Wireless Order, 20 FCC Rcd at 13066 
 22; Cingular-AT&T Wireless Order, 19 FCC Rcd at 21546  43.
79  See, e.g., CGI-Alaska DigiTel Order, 21 FCC Rcd at 14875  21; 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).
80 See GCI-Alaska-DigTtel Order, 21 FCC Rcd at 14871  15; DoCoMo-Guam Cellular Order, 21 FCC Rcd at 
13589-90  13; 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 
(continued.)
Federal Communications Commission FCC 07-196
13
16. As we have discussed in several recent wireless merger orders  including GCI-Alaska 
DigiTel Order, ALLTEL-Midwest Wireless Order, Sprint-Nextel Order, and Cingular-AT&T Wireless 
Order  transactions such as mergers can diminish competition and allow firms to exercise market power 
in a number of ways.81  However, a horizontal transaction or merger is unlikely to create or enhance 
market power or facilitate its exercise unless the transaction significantly increases concentration and 
results in a concentrated market, properly defined and measured. 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 have first applied a three-part 
initial screen that identifies those local markets in which there is clearly no competitive harm arising 
from the transaction.   Two parts of the screen utilize changes in the measures of the Herfindahl-
Hirschman Index (HHI) market concentration.  The final part of this screen examines the input market 
for spectrum available on a nationwide basis for the provision of mobile telephony services.82 This screen 
provides only the beginning of the analysis for markets that are not eliminated by the screen. For those 
markets, 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 it is likely that the combined firm could exercise market power in any particular 
market.83
17. Our competitive analysis is set forth in six sections below.  First, consistent with these recent 
wireless merger orders, we begin our competitive analysis by determining the appropriate market 
definitions for this transaction.84 This includes determination of the product market and geographic 
market definitions that we apply to this transaction, as well as the identification of the market participants.  
It also considers the input market for spectrum available for the provision of mobile telephony services.  
As discussed more fully below, by applying the same analysis as in the recent merger orders, we find the 
product market to be the combined market for mobile telephony services, and the geographic market to be 
local markets.85 With regard to spectrum, however, we no longer limit our examination to spectrum in the 
cellular, SMR, and broadband PCS bands. Instead, we update our analysis to include 700 MHz spectrum 
in the initial spectrum screen given its availability and suitability on a nationwide basis for the provision 
(Continued from previous page)    
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.  
81 See, e.g., GCI-Alaska Digitel Order, 21 FCC Rcd at 14875  23; ALLTEL-Midwest Order, 21 FCC Rcd 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.
82 See, e.g., GCI-Alaska Digitel Order 21 FCC Rcd at 14875  22; DoCoMo-Guam Cellular Order, 21 FCC Rcd at 
13592  17; 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.
83 See, e.g., GCI-Alaska DigiTel Order, 21 FCC Rcd at 14875  22; 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.
84 See GCI-Alaska DigiTel Order, 21 FCC Rcd at 14876  24; DoCoMo-Guam Order, 21 FCC Rcd at 13593-94  
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  28; Cingular-AT&T Wireless Order, 19 FCC Rcd at 
21558  74.
85 See GCI-Alaska DigiTel Order, 21 FCC Rcd at 14876-77  25-27; DoCoMo-Guam Order, 21 FCC Rcd at 13593 
 18; ALLTEL-Midwest Wireless Order, 21 FCC Rcd at 11541-43  26-31; Sprint-Nextel Order, 20 FCC Rcd at 
13983-91  37-57; ALLTEL-Western Wireless Order, 20 FCC Rcd at 13067-70  25-36; Cingular-AT&T Wireless 
Order, 19 FCC Rcd at 21557-63  71-91.
Federal Communications Commission FCC 07-196
14
of mobile telephony services.  As a result, our initial spectrum screen for the proposed transaction is 95 
MHz, rather than 70 MHz that we previously have used.  In addition, while we decide it is premature to 
include AWS-1 (1710-1755 MHz and 2110-2155 MHz) and Broadband Radio Service (BRS) spectrum 
in the initial screen, we will consider such spectrum in our case-by-case analyses to the extent such 
spectrum is available in any local market not eliminated by our screen.  We then examine the market 
participants holding spectrum in these bands.
18. Second, we apply the Commissions three-part initial screen to this transaction.  As described 
above, through this process, we identify those markets that we subject to further case-by-case review 
while eliminating from further review those markets in which there clearly is no competitive harm.  Third, 
the order examines the remaining markets with regard to specific issues related to potential competitive 
harms associated with horizontal concentration. It considers both the potential for unilateral 
anticompetitive impacts, and the potential for coordinated interaction when only a few firms participate in 
a market.  Fourth, we undertake a granular, market-by-market analysis of the local markets identified by 
the initial screen.  In this section, we identify four markets in which competitive harm is likely.  Fifth, we 
address two other concerns raised by the petitioners in response to this transaction  the potential adverse 
impact of the transaction with regard to the provision of roaming services and whether AT&T can acquire 
Dobsons ETC status in one market.  Sixth, we examine the public interest benefits of the proposed 
transaction and conclude that the transaction, subject to the conditions we impose, is likely to result in 
transaction-specific public interest benefits.
19. Finally, consistent with our determination that the proposed AT&T-Dobson transaction 
would likely pose significant competitive harms in four local mobile telephony markets, we adopt various 
conditions and remedies to prevent these harms.  
A. Market Definitions
20. Consistent with recent wireless merger orders, we establish at the outset the appropriate 
market definitions for our evaluation of the AT&T-Dobson transaction.  This includes establishing the 
product and geographic market definitions that we will apply.  We also discuss the input market for 
mobile telephony spectrum and identify market participants that would compete with the proposed 
merged entity in the provision of mobile telephony services. 
21. Product market. As noted above, we adopt the same product market definition as applied by 
the Commission in recent transactions involving the mobile telephony market  GCI-Alaska DigiTel 
Order, DoCoMo-Guam Order, ALLTEL-Midwest Wireless Order, Sprint-Nextel Order, ALLTEL-Western 
Wireless Order, and Cingular-AT&T Wireless Order. In those orders, the Commission found that there 
are separate relevant product markets for interconnected mobile voice services and mobile data services, 
and also for residential services and enterprise services.86 Nevertheless, it analyzed all of these product 
markets under the combined market for mobile telephony service.87 Based on consideration of various 
factors, including the nature of these services and their relationship with each other, the Commission 
  
86 See GCI-Alaska DigiTel 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  28; Cingular-AT&T Wireless Order, 19 FCC Rcd at 
21558  74.
87 See GCI-Alaska DigiTel 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 
21557  74.
Federal Communications Commission FCC 07-196
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found that this approach provided a reasonable assessment of any potential competitive harm resulting 
from the transactions under review.88  
22. Neither the Applicants nor the Petitioners challenge this product market definition in their 
submissions.  Specifically, the Applicants note that the Commission has analyzed past transactions using 
a combined market for mobile telephony services, including both voice and data, based on the 
Commissions findings that doing so would not overlook any potential for competitive harm in a separate 
mobile data market.89 They also note that the proper level of analysis was the combined market for both 
business and residential services, noting that the more intense competition for business customers 
obviated the risk of understating any competitive harm to the business enterprise market.90 The 
Applicants contend the same is true here, where service providers offering mobile voice services 
generally offer at least some data services, and Dobson derives only 7.5 percent of its revenue from 
business service, which account for only approximately 11 percent of Dobsons subscribers.91 East 
Kentucky Network agrees that the proper level of analysis is the combined voice and data services market 
for both business and residential customers of mobile telephony.92 Based on our precedent and the record 
in this proceeding, we will use the same product market definition in our analysis of the proposed 
transaction.
23. Geographic Market. In its recent wireless merger 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 consumers location, may even 
include parts of more than one state.93  The Commission in these orders identified two sets of geographic 
areas that effectively may be used to define local markets  Component Economic Areas (CEAs) and 
Cellular Market Areas (CMAs).94 Because these two sets of geographic areas come from different 
  
88 See GCI-Alaska DigiTel 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.
89 Application, Exhibit 1 at 16.
90 Id. at 16-17.
91 Coates Declaration at  6.  
92 East Kentucky Network Petition to Deny at 10.
93 See GCI-Alaska DigiTel 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  35; Cingular-AT&T Wireless Order, 19 FCC Rcd at 
21562-63  89-90. 
94 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, 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 Commissions 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 Cingular-
AT&T Wireless Order, 19 FCC Rcd at 21567-68  105; see also GCI-Alaska DigiTel 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 
(continued.)
Federal Communications Commission FCC 07-196
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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 Commissions analysis does not 
overlook local areas that require more detailed analysis.95  
24. The Applicants assert that a CMA-level analysis will show no adverse effects on competition 
from the merger.96 Nonetheless, the Applicants argue for a national-level examination, asserting that 
national-level competition makes any local anticompetitive effect unlikely.97 In particular, the Applicants 
argue that the forces driving competition among wireless service providers and their effects are felt at a 
national level and that examining market structure in areas as small as CMAs or CEAs does not 
accurately account for the way national-level market constraints will ensure effective competition in any 
local areas affected by the merger.98 The Applicants assert that AT&T establishes its rate plans and 
pricing on a national basis, which means that the terms of such plans are set without reference to market 
structure at the CMA level.99 Although AT&T admits that it, in fact, sometimes adjusts prices in local 
markets, it states that it does so only in response to the actions of the major national service providers and 
aggressive local competitors, and that Dobson is not such a competitor.100 Moreover, such discounts are 
typically offered on a state or regional level, not within a specific CMA,101 and are relatively rare.102 East 
Kentucky Network argues that the primary competitive analysis should be at the CMA level,103 but asserts 
that larger markets need to be examined to the extent that its petition is based on an examination of the 
interaction of several CMAs in the East Kentucky Region.
25. For this transaction, we continue to find that the most appropriate geographic level for market 
analysis is comprised of CMAs and CEAs.  For the proposed transaction at issue here, we determine that 
the geographic market is the area within which a consumer is most likely to shop for mobile telephony 
service.104 For most individuals, this will be a local area, as opposed to a larger regional or nationwide 
area.105 Further, the Applicants pricing argument does not undercut the finding of a local geographic 
(Continued from previous page)    
11542  29; Sprint-Nextel Order, 20 FCC Rcd at 13991  57; ALLTEL-Western Wireless Order, 20 FCC Rcd at 
13072-73  44-45.
95 See, e.g., 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
96 Application, Exhibit 1 at 18.  
97 Id. See also Willig and Orszag Declaration at 12.
98 Application, Exhibit 1 at 18.
99 Id. at 19.
100 Roth Declaration at 2.  
101 Willig and Orszag Declaration at 13.
102 Id.; Roth Declaration at 3.
103 East Kentucky Network Petition to Deny at 10.  
104 ALLTEL-Midwest Wireless Order, 21 FCC Rcd at 11542  30.  See also 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.
105 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 Implementation of Section 6002(b) of the Omnibus Budget Reconciliation Act of 1993, 
Annual Report and Analysis of Competitive Market Conditions with Respect to Commercial Mobile Services, Tenth 
Report, 20 FCC Rcd 15908, 15971-72  174 (2006) ( Tenth Competition Report ) (indicating that the average 
(continued.)
Federal Communications Commission FCC 07-196
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market.  While they argue that there may be substantial similarity in the prices of national rate plans 
amongst nationwide service providers, they admit to adjusting prices in local markets.  We conclude that 
these assertions regarding the nationwide service providers do not establish the existence of a national 
market.106 Accordingly, we will use the same geographic market definition in this analysis as the 
Commission has used in its recent wireless merger orders discussed above.
26. Input market for spectrum. Consistent with the Commissions recent wireless merger orders, 
we also examine this transaction in light of the input market for spectrum associated with the provision of 
mobile telephony services.  In particular, the Commission determined to include, in its evaluation of 
potential competitive harm, spectrum in particular bands that is suitable for the provision of mobile 
telephony services.  As first explained by the Commission in the 2004 Cingular-AT&T Wireless Order, 
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.107  
27. In previous wireless merger orders, the Commission has found that the input market includes 
only cellular, broadband PCS, and Specialized Mobile Radio (SMR) spectrum, which totals 
approximately 200 MHz of spectrum.108 In addition, the Commission has applied an initial spectrum 
aggregation screen to proposed transactions involving these services based on this amount of mobile 
telephony spectrum.  This screen has been set at 70 MHz, approximately one-third of the 200 MHz of 
spectrum that the Commission has previously deemed available for mobile telephony.109 As explained in 
the Cingular-AT&T Wireless Order,   
As an initial matter, although 70 MHz represents a little more than one-third of the
[200 MHz of] total bandwidth available for mobile telephony [when considering 
cellular, broadband PCS, and SMR spectrum bands], we emphasize that a market 
may contain more than three viable competitors even where one entity controls this 
amount of spectrum, because many carriers are competing successfully with far 
lower amounts of bandwidth today. Nevertheless, in line with the conservative 
approach embodied in this initial screen, the function of which was simply to 
eliminate from further consideration any market in which there is no potential for 
(Continued from previous page)    
person shops for mobile telephony services in markets that include place of work, place of residence, and 
surrounding areas that are economically related; such areas generally are larger than counties).
106 See Cingular-AT&T Wireless Order, 19 FCC Rcd at 21562  88.
107 See id. at 21560-61  81; see also GCI-Alaska DigiTel Order, 21 FCC Rcd at 14877  28; DoCoMo-Guam Order, 
21 FCC Rcd at 13595  21; 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.
108 The approximately 200 MHz of spectrum includes 50 MHz for cellular services, 120 MHz for Broadband PCS, 
and additional spectrum for SMR.  See Implementation of Section 6002(b) of the Omnibus Budget Reconciliation 
Act of 1993, Annual Report and Analysis of Competitive Market Conditions with Respect to Commercial Mobile 
Services, WT Docket No. 06-17, Eleventh Report, 21 FCC Rcd 10947 10971-72  62-64 (Eleventh Competition 
Report); see also GCI-Alaska DigiTel Order, 21 FCC Rcd at 14877  28 n. 95; DoCoMo-Guam Order, 21 FCC 
Rcd at 13595  21 n.103; ALLTEL-Midwest Wireless Order, 21 FCC Rcd 11543  31 n.130; Sprint-Nextel Order, 20 
FCC Rcd at 13992 n.155; ALLTEL-Western Wireless Order, 20 FCC Rcd at 13071  41; Cingular-AT&T Wireless 
Order, 19 FCC Rcd at 21561  81.
109 See Cingular-AT&T Wireless Order, 19 FCC Rcd at 21569-70  109; see also Sprint-Nextel Order, 20 FCC Rcd 
at 13994  65; ALLTEL-Western Wireless Order, 20 FCC Rcd at 13074  49.
Federal Communications Commission FCC 07-196
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competitive harm as a result of this transaction, we subjected to further review any 
market in which one entity controls more than one-third of this critical input.110
28. In last years GCI-Alaska DigiTel Order, we recognized the need to reevaluate the input 
market based on changes that were taking place in additional spectrum bands that can be used in 
providing mobile telephony services:
We do, however, anticipate that sometime in the near future, as [700 MHz and AWS-
1] spectrum becomes available for more immediate use, as technological 
developments lead to performance and equipment advances, and as spectrum 
allocations are revised, the Commission will need to re-evaluate whether additional 
spectrum should be viewed as suitable for the provision of mobile telephony 
services.111
29. The Applicants analyze the transaction using an initial screen of 70 MHz, including PCS, 
cellular and SMR spectrum.112 The Applicants indicate that, using this screen, the proposed transaction 
will not lead to concerns about new entry or the ability of competitors to provide next-generation 
services.113 In addition, the Applicants argue that consideration of new spectrum the Commission has 
now licensed and will soon license in the input market further alleviates any post-merger competitive 
concerns.114 Mid-Tex Cellular, in requesting that the Commission require the combined entity to divest 
CMRS spectrum in excess of 70 MHz in any county in Texas 9B2 RSA (part of Texas 9-Runnels 
(CMA660)), includes AWS-1 spectrum as part of the relevant input market.115
30. In light of recent developments discussed below, we now find that, applying the criteria 
identified in the Cingular-AT&T Wireless Order, the input market also includes throughout the nation an 
additional 80 MHz of the 698-806 MHz spectrum band (700 MHz spectrum), bringing the total amount 
of spectrum suitable for mobile telephony nationwide to approximately 280 MHz.116 Also consistent with 
  
110 Cingular-AT&T Wireless Order, 19 FCC Rcd at 21569-70 at  109.  See also Sprint-Nextel Order, 20 FCC Rcd 
at 13994 at  65; ALLTEL-Western Wireless Order, 20 FCC Rcd at 13074  49.
111 GCI-Alaska DigiTel Order, 21 FCC Rcd at 14878-79  30.  See also ALLTEL-Midwest Order, 21 FCC Rcd at 
11543 18   31 n.129; Sprint-Nextel Order, 20 FCC Rcd at 13992-93 n.156; ALLTEL-Western Wireless Order, 20 
FCC Rcd at 10371 n.127; Cingular-AT&T Wireless Order, 19 FCC Rcd at 21561 n.283. 
112 Application, Exhibit 1 at 17, 28-30.
113 Id. at 17.
114 Id. at 18.
115 Mid-Tex Cellular Petition to Deny at 2 n.3.  Mid-Tex Cellular also requests that the Commission closely 
scrutinize the competitive impact of the proposed transaction on Texas 9B2 RSA in light of the recently proposed 
acquisition by AT&T of 700 MHz spectrum currently held by Aloha Spectrum Holdings Company LLC (Aloha).  
Mid-Tex Cellular Supplement at 1-3.  We decline to consider the impact of AT&Ts acquisition of Alohas 700 
MHz spectrum in the context of this proposed transaction.  The competitive effects of AT&Ts proposed acquisition 
of this 700 MHz spectrum will be considered in the context of the Commissions evaluation of the AT&T-Aloha 
transaction.
116 See, e.g., http://www.cellular-news.com/story/22318.php (Alcatel-Lucent shows its CDMA2000 mobile network 
solution for the 700 MHz band).  See also, e.g., Service Rules for the 698-746, 747-762 and 777-792 MHz Bands, 
WT Docket No. 06-150, Revision of the Commissions Rules to Ensure Compatibility with Enhanced 911 
Emergency Calling Systems, CC Docket No. 94-102, Section 68.4(a) of the Commissions Rules Governing 
Hearing Aid-Compatible Telephones, WT Docket No. 01-309, Biennial Regulatory Review  Amendment of Parts 
1, 22, 24, 27, and 90 to Streamline and Harmonize Various Rules Affecting Wireless Radio Services, WT Docket 
03-264, Former Nextel Communications, Inc. Upper 700 MHz Guard Band Licenses and Revisions to Part 27 of the 
(continued.)
Federal Communications Commission FCC 07-196
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the Commissions previous reasoning for applying a spectrum aggregation screen based approximately on 
one-third of the total bandwidth available for mobile telephony, we revise the spectrum aggregation 
screen to 95 MHz, approximately one-third of the 280 MHz of the spectrum suitable for mobile telephony 
today.  As with the Commissions previous orders, 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 is identified and subjected to more in-depth 
analysis.  Under the revised screen we are adopting, we adopt a similarly conservative approach, finding 
that there is no need for additional analysis where there was at least 185 MHz of spectrum (of the 280 
MHz of mobile telephony spectrum) available to other firms to compete in the provision of mobile 
telephony services.   
31. We conclude that the commercial spectrum in the 700 MHz band is suitable for the provision 
of mobile telephony service, as defined above, and should be considered a component of the input market 
for spectrum when evaluating this transaction.  This 700 MHz spectrum not only is technically capable of 
supporting mobile services, but also is in many respects ideally suited for the provision of these services. 
We are also confident at this point in time that it will be licensed and available on a nationwide basis in 
the sufficiently near-term  less than a year and a half117  that the prospect of its availability will 
discipline current market behavior.118  Specifically, the Commission already has auctioned and issued 
authorizations for 18 megahertz of 700 MHz spectrum  12 megahertz paired and 6 megahertz unpaired 
and these licensees are permitted to operate fixed or mobile services, provided that they comply with 
relevant technical and operational rules contained in Part 27, and at least one licensee is currently using 
that spectrum to provide mobile service.119 For example, Qualcomms MediaFLO service uses 700 MHz 
spectrum to provide mobile video programming.120  Licenses covering another 62 MHz allocated for 
commercial use will be auctioned in Auction 73, scheduled to begin January 24, 2008, with auction 
(Continued from previous page)    
Commissions Rules, WT Docket No. 06-169, Implementing a Nationwide, Broadband, Interoperable Public Safety 
Network in the 700 MHz Band, PS Docket No. 06-229, Development of Operational, Technical, and Spectrum 
Requirements for Meeting Federal, State, and Local Public Safety Communications Requirements Through the Year 
2010, WT Docket No. 96-86, Second Report and Order, 22 FCC Rcd 15289 (2007); and 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 and 76, Public Notice, DA 07-4171 (rel. Oct 5, 2007).
117 We note the DOJ/FTC Merger Guidelines state that a significant market impact from entry must result within two 
years for the entry to be considered timely, and thus potentially a factor ameliorating the enhancement of market 
power or hindering its exercise.  DOJ/FTC Merger Guidelines  3.2.  The timing of nationwide availability of the 
700 MHz spectrum falls well within this period.
118 We note that East Kentucky Network, in responding to the Applicants allegations that it failed to disclose in its 
petition that it holds a 700 MHz license in CMA450, argues that its 700 MHz license offers no near-term prospect 
for improvement of the competitive circumstances in the region.  East Kentucky Network Reply at 4.  East 
Kentucky Network argues that handsets using 700 MHz spectrum for voice services that are compatible with 
CDMA cellular and PCS systems are not readily available, and even if they were, co-channel television incumbents 
preclude East Kentucky Network from using its 700 MHz license.  Id.; Kuzehkanani Declaration at 1.  As discussed 
below, we are ordering a business unit divestiture in CMA450 for other reasons, but note that the alleged absence of 
particular kinds of mobile devices for 700 MHz spectrum does not mean that we should not consider 700 MHz 
spectrum as part of the input market in this transaction. 
119 Section 27.60 permits licensees to operate in the Band and provide reasonable protection to incumbent TV 
stations.
120 Verizon Wireless Lifts Curtain on V CAST Mobile TV; True Broadcast Quality, the Best of TV, News Release, 
Verizon Wireless, Jan. 7, 2007.
Federal Communications Commission FCC 07-196
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procedures having been announced on October 5, 2007.121 Statutory deadlines for both commencing the 
auction and for depositing the proceeds with the U.S. Treasury dictate this timeframe for assigning the 
spectrum.  More importantly, all of this spectrum will be cleared of broadcast incumbents and available 
for mobile use by February 17, 2009, the statutory date mandated by Congress for the completion of the 
Digital Television transition.122
32. At this time, however, we find it is not appropriate to include other spectrum bands 
particularly AWS-1 and BRS spectrum  in the initial spectrum screen that we apply to the input markets 
for mobile telephony spectrum.  These bands do meet one of the criteria for suitability.  AWS-1 and BRS 
spectrum is capable of supporting mobile services given its physical properties and the state of equipment 
technology.  And the spectrum is licensed with allocation and service rules that allow mobile uses.123  
However, we conclude that neither AWS-1 spectrum (1710-1755 MHz and 2110-2155 MHz) nor BRS 
spectrum is available on a nationwide basis.  In many markets, this spectrum is currently committed to 
another use that effectively precludes it use for mobile telephony, and it is unclear whether it will be 
available for mobile use in the sufficiently near-term.  Excluding this spectrum on this basis at this time is 
appropriate since we have always intended our screen to be conservative, that is, erring in the direction of 
identifying more rather than fewer markets for in-depth review.124 Limiting the scope of suitable 
spectrum as described here continues this cautious approach with regard to spectrum aggregation.  
33. The AWS-1 spectrum is not generally available for mobile use as yet due to the ongoing 
clearance of governmental and non-governmental incumbent users.  Moreover, the clearance process has 
no single timetable.125 Rather, different pieces of the band are on different clearance schedules, with 
some extending beyond another two years.126 Therefore, we cannot find that the AWS-1 spectrum 
  
121 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 and 76, Public Notice, DA 
07-4171 (rel. October 5, 2007) (700 MHz Procedures Public Notice).
122 See Deficit Reduction Act of 2005, Pub. L. No. 109-171, 120 Stat. 4 (2006) (DRA) (amending Section 
309(j)(14) and Section 337(e) of the Communications Act, as amended). Title III of the DRA is the DTV Act.
123 As of April 30, 2007, the Wireless Telecommunications Bureau had granted all of the 1,087 AWS-1 licenses won 
in Auction 66, with the exception of one license subject to a November 13, 2007 deadline for the applicant to file a 
certification to qualify for a Tribal Land Bidding Credit.  
124 See Cingular-AT&T Wireless Order, 19 FCC Rcd at 21568-69  108-09; see also Sprint-Nextel Order, 20 FCC 
Rcd at 13993-94  62, 65; ALLTEL-Western Wireless Order, 20 FCC Rcd at 10374  49.
125 See Auction of Advanced Wireless Services Licenses Scheduled for June 29, 2006; Notice and Filing 
Requirements, Minimum Opening Bids, Upfront Payments and Other Procedures for Auction No. 66, Public Notice, 
21 FCC Rcd 4562, 4573-77 (2006) (describing incumbents in the 1710-55 MHz and 2110-55 MHz bands).
126 See National Telecommunications and Information Administration, 1710-1755 MHz Introduction, 
http://www.ntia.doc.gov/osmhome/reports/specrelo/index.htm (last visited Oct. 22, 2007) (provides information on 
AWS relocation, including a relocation schedule and cost summary for AWS-1 relocation); see also Amendment of 
Part 2 of the Commissions Rules to Allocate Spectrum Below 3 GHz for Mobile and Fixed Service to Support the 
Introduction of New Advanced Wireless Services, including Third Generation Wireless Systems, ET Docket No. 00-
258, Service Rules for Advances Wireless Services in the 1.7 GHz and 2.1 GHz Bands, WT Docket No. 02-353, 
Ninth Report and Order and Order, 21 FCC Rcd 4473 (2006) (recon. pending) (establishing procedures for the 
relocation of Broadband Radio Service (BRS) operations from the 2150-2160/62 MHz band and Fixed Microwave 
Service (FS) operations in the 2.1 GHz band); The Federal Communications Commission and the National 
Telecommunications and Information administration  Coordination Procedures in the 1710-1755 MHz Band, 
Public Notice, WTB Docket No. 02-353, 21 FCC Rcd 4730 (2006) (providing guidance to assist AWS-1 licensees in 
protecting from interference incumbent federal government operations until they have been relocated to other 
frequency bands or technologies); Letter from Michael D. Gallagher, Assistant Secretary for Communications and 
Information, United States Department of Commerce, to Kevin J. Martin, Chairman, Federal Communications 
(continued.)
Federal Communications Commission FCC 07-196
21
capacity will be available on a nationwide basis soon enough to be treated as a factor affecting current 
behavior in every market.
34. Similarly, the availability of BRS spectrum for new mobile uses depends on the ongoing 
transition process.127 This process, while well advanced, is not complete,128 and is by its nature local. As 
a result, progress will differ significantly from market to market. Thus in the case of this spectrum, too, 
we cannot find that it will be available on a nationwide basis soon enough to be treated as a factor 
affecting current behavior nationwide.
35. In our detailed, case-by-case analysis of markets caught by the initial screen, however, we do 
consider the extent to which AWS-1 or BRS licenses are in fact available locally, and if so, include them
in the local spectrum input market.  As these spectrum bands, and perhaps others, become available for 
more immediate use on a nationwide basis, we expect to continue to update our initial spectrum screen.129
(Continued from previous page)    
Commission, dated December 27, 2005 (notifying the Commission of the estimated relocation costs and timelines 
for relocation of eligible federal entities assigned to frequencies from 1710 to 1755 MHz).
127 On July 29, 2004, the Commission released a Report and Order and Further Notice of Proposed Rulemaking that 
revamped the rules and policies governing the licensing of services in the 2500-2690 MHz MDS/ITFS band.  See
Amendment of Parts 1, 21, 73, 74 and 101 of the Commissions Rules to Facilitate the Provision of Fixed and 
Mobile Broadband Access, Educational and Other Advanced Services in the 2150-2162 and 2500-2690 MHz Bands, 
Report and Order and Further Notice of Proposed Rulemaking, WT Docket No. 03-66, 19 FCC Rcd 14165 (2004) 
(BRS/EBS R&O and FNPRM as appropriate).  In particular, the Commission adopted a new band plan that 
restructures the 2500-2690 MHz band into upper and lower-band segments for low-power operations (UBS and 
LBS, respectively), and a mid-band segment (MBS) for high-power operations.  The Commission also adopted a 
transition plan for relocating EBS licensees and BRS licensees from their current channel locations to their new 
spectrum blocks in the LBS, MBS, or UBS.  Specifically, the transition occurs in the following five phases:  (1) 
initiating the transition process by filing an Initiation Plan with the Commission; (2) planning the transition; (3) 
reimbursing the costs of the transition; (4) terminating existing operations in transitioned markets; and (5) 
completing the transition by filing the Post-transition Notification with the Commission and sending a copy to all 
affected BRS and EBS licensees. Id. at 14198  74.  On April 27, 2006, the Commission released a Third 
Memorandum Opinion and Order and Second Report and Order that, among other things, revised the transition area 
size from Major Economic Areas (MEAs) to Basic Trading Areas (BTAs).  Amendment of Parts 1, 21, 73, 74 and 
101 of the Commissions Rules to Facilitate the Provision of Fixed and Mobile Broadband Access, Educational and 
Other Advanced Services in the 2150-2162 and 2500-2690 MHz Bands, Third Memorandum Opinion and Order 
and Second Report and Order, WT Docket No. 03-66, 21 FCC Rcd 5606, 5642  65 (2006).
128 Currently, Initiation Plans have been filed in 327 out of 493 BTAs, and the transition has been completed in 113 
BTAs.
129 Although the degree to which AWS-1 or BRS licenses will be employed to provide mobile rather than fixed 
services is not entirely clear, based on our experience and current market trends, we find that a considerable portion 
of this capacity will be dedicated to mobile service.  In addition, any attempt to exercise market power in mobile 
telephony markets would result in profit opportunities for entrants and so work to attract this spectrum to the mobile 
sector.  At least one AWS license winner has announced plans to deploy a 3G next-generation network using the 
spectrum licenses it acquired in Auction 66, and is reported to be rolling out its 3G network. See T-Mobile USA 
Secures Rights from FCC for Auctioned Spectrum, News Release, T-Mobile, Nov. 30, 2006; Simon Flannery et al., 
700 MHz Primer:  Beachfront Property For Sale, Morgan Stanley Research, Morgan Stanley & Co. Incorporated, 
Feb. 14, 2007, at 4; Federal Court Allows Wireless Carriers, Handset Makers to Import Qualcomm Chips, 
TRDAILY, Sept. 13, 2007, at 7; http://www.intomobile.com/2006/11/27/nokia-selected-to-deploy-wcdma-3g-for-t-
mobile-usa.html (Nokia selected to deploy WCDMA 3G for T-Mobile in the AWS spectrum); 
http://www.phonescoop.com/news/item.php?n=2348 (T-Mobile's first 3G phone from Nokia quad-band 
GSM/EDGE radios as well as AWS 1700 MHz WCDMA).  See also Q2 2007 Leap Wireless International Earnings 
Conference Call  Final, FD (Fair Disclosure) Wire, August 7, 2007 (Leap Wireless is working with the suppliers, to 
develop an attractive portfolio of AWS capable handsets, for the first half of 2008).  On May 21, 2007, Clearwire 
(continued.)
Federal Communications Commission FCC 07-196
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36. Market participants. In its recent wireless merger 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, wireless VoIP providers, MVNOs, and resellers from consideration.130  We continue to find 
that mobile telephony offered by facilities-based providers using cellular, PCS, and SMR spectrum and
employing various technologies offer the same basic voice and data functionality and are 
indistinguishable to the consumer.131 As discussed above, because of recent developments we also will 
consider 700 MHz spectrum in our spectrum analysis.  To the extent that entities provide facilities-based 
mobile telephony services using 700 MHz spectrum, we also consider them to be market participants.   In 
addition, we will consider AWS-1 and 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. 
37. The Applicants assert that any analysis of the competitive effects of a merger between 
wireless service providers today must also take account of a new generation of [MVNOs] and other 
resellers that have emerged to challenge the facilities-based service providers.132 The Applicants note the 
growth in subscriber numbers for mobile resellers and the entrance of new actors in the mobile reseller 
market, including cable companies seeking to leverage their market presence and installed customer base.  
Nonetheless, the Applicants maintain that even if the analysis is limited to facilities-based service 
providers, the transaction still will not harm competition.133 East Kentucky Network asserts that the 
(Continued from previous page)    
Corporation announced that it has successful completed the first phase of one of the country's first mobile WiMAX 
field trials in the Portland, Oregon using infrastructure equipment based on the IEEE 802.16e standard and relying 
on Clearwire's spectrum in the 2.5GHz frequency band.  See
http://newsroom.clearwire.com/phoenix.zhtml?c=214419&p=irol-newsArticle_print&ID=1036441&highlight=
130 See GCI-Alaska DigiTel 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 Global Com, Iridium 
Satellite Phone Service Plans, at http://www.globalcomsatphone.com/satellite/services/iridium_service_plans.html 
(last visited Sept. 29, 2006); GlobalStar, Airtime Pricing, Voice Pricing, at http://www.globalcomsatphone.com/ 
satellite/services/globalstar.html/ (last visited Oct. 12, 2006).  See also 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  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 
telephony providers because the service they provide now is nomadic rather than mobile.  See 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  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 
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.  
131 See, e.g., GCI-Alaska DigiTel Order, 21 FCC Rcd at 14879  31; 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.
132 Application, Exhibit 1 at 20.  
133 Id. at 22.
Federal Communications Commission FCC 07-196
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Applicants desire to include MVNOs in the analysis does not consider the fact that these services are 
not yet widely available and will likely remain unavailable for a long time  especially in rural markets 
such as east Kentucky.134  
38. 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 anti-competitive behavior, to date, in evaluating mergers among wireless service 
providers, the Commission has not included resellers or MVNOs in its initial screen.135 We take account 
of the role of resellers and MVNOs, to the extent necessary, in our discussion of likely competitive effects 
below.136 Accordingly, we will use the same market participant definition in this analysis as the 
Commission has in its recent wireless merger orders, and expand this analysis to include facilities-based 
entities that are using 700 MHz spectrum.  
B. Initial Screen  
39. Having determined the appropriate market definitions for this transaction, our 
competitive analysis next applies the Commissions initial screen, followed by a further case-by-case 
review of the markets identified by that screen.  As discussed in previous wireless merger 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 todays generally competitive marketplace.137 It is designed to be 
conservative and ensure that we did not exclude from further scrutiny any geographic areas in which the 
potential for anticompetitive effects exists.  In addition to market concentration, which is measured with 
HHI data, we consider the input market of spectrum that is suitable for the provision of mobile telephony 
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 in a 
case-by-case analysis those markets identified by the screen, where potential harm is possible, in order to 
determine whether harm is in fact likely and a remedy needed.
40. For this transaction, we use our December 2006 Numbering Resource Utilization/Forecast 
(NRUF) database, which tracks phone number usage by all telecommunications service providers, 
including wireless service providers, to estimate mobile telephony subscribership levels, market shares, 
and concentration for various geographic markets.138 Consistent with our discussion of geographic 
  
134 East Kentucky Network Reply at 12.
135 See GCI-Alaska DigiTel 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. 
136 GCI-Alaska DigiTel Order, 21 FCC Rcd at 14881  35; Sprint-Nextel Order, 20 FCC Rcd at 13991  58; 
ALLTEL-Western Wireless Order, 20 FCC Rcd at 13071  38; Cingular-AT&T Wireless Order, 19 FCC Rcd at 
21563  92.
137 See, e.g., GCI-Alaska DigiTel Order, 21 FCC Rcd at 14881  36; ALLTEL-Midwest Wireless Order, 21 FCC Rcd 
at 11547 n.151; Sprint-Nextel Order at 20 FCC Rcd 13993  62; ALLTEL-Western Wireless Order, 20 FCC Rcd at 
13073-74  48; Cingular-AT&T Wireless Order 19 FCCR at 21568-69  106-109.
138 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, NEWTONS TELECOM DICTIONARY: 19TH EXPANDED & UPDATED 
EDITION 660 (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 
(continued.)
Federal Communications Commission FCC 07-196
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market definition above, in calculating market shares and market concentration, we analyze carrier data 
using two sets of geographic areas, CEAs139 and CMAs.140  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, (2) the change in HHI would be 250 or greater, 
regardless of the level of the HHI, and (3) the Applicants would have a 10 percent or greater interest in 95 
MHz or more of cellular, PCS, SMR, and 700 MHz spectrum.
41. Our initial screen identifies a total of 32 CMAs and 29 CEAs that require further competitive
review.  Neither the Applicants nor Petitioners identify markets that would be captured using any 
particular initial screens.  The Applicants do state, however, that there is facilities-based service overlap 
in 38 CMAs.141
C. Horizontal Issues
42. This section examines how the transaction could affect competitive behavior in the 32 CMAs 
and 29 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 Commissions recent wireless 
(Continued from previous page)    
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.  
139 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., Feb. 1995, at 75-81.  In 
November 2004, the Bureau of Economic Analysis updated definitions for CEAs.  The total number of CEAs 
decreased from 348 to 344.  Non-nodal county assignment continued to be based on county-to-county commuting 
flows and locations of the most widely read regional newspapers.  See Kenneth P. Johnson & John R. Kort, 2004 
Redefinition of the BEA Economic Areas, SURV. OF CURRENT BUS., Nov. 2004, at 68-71.  For purposes of this 
transaction, we did not adopt the new CEA definitions.
140 See e.g., GCI-Alaska DigiTel Order, 21 FCC Rcd at 14890-91  61; DoCoMo-Guam Order, 21 FCC Rcd at 
13596 n.110; 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 MSAs, 428 RSAs, and a market for the Gulf of Mexico.  See Tenth Competition 
Report, 20 FCC Rcd at 15934-35  70.  RSAs are regions defined by the Commission for the purpose of issuing 
spectrum licenses.  See Tenth Competition Report, 20 FCC Rcd at 20632  70 n.145.  See discussion justifying the 
use of CEAs and CMAs supra  25.
141 Willig and Oszag Declaration at 14.
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merger orders, competition may be harmed either through unilateral actions142 by the merged entity or 
through coordinated interaction143 among firms competing in the relevant market.
43. In this order, we find that extended qualitative discussions of unilateral effects and 
coordinated interaction are unnecessary.144 First, many aspects of our previous analyses in the wireless 
merger orders are unchallenged here.145 Second, because only a limited number of local areas require in-
  
142 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 GCI-Alaska DigiTel Order, 21 FCC 
Rcd at 14893  68; DoCoMo-Guam Order, 21 FCC Rcd at 13597  25, n.112; 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.
143 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; GCI-Alaska DigiTel Order, 21 FCC Rcd at 14896  77; DoCoMo-
Guam Order, 21 FCC Rcd at 13597  25, n.113; 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.
144 In the Commissions recent major CMRS merger orders, the initial screen typically identified large numbers of 
local areas as requiring in-depth analysis.  For example, in the Cingular-AT&T Wireless merger, 270 CMAs were 
caught by the screen; when the screen was applied to CEAs, 180 such regions were caught.  See Cingular-AT&T 
Wireless Order, 19 FCC Rcd at 21569  110.  The Sprint-Nextel screen caught 190 CMAs and 124 CEAs.  See
Sprint-Nextel Order, 20 FCC Rcd at 13994  63.  Finally, the ALLTEL-Western Wireless screen caught 19 CMAs 
and 11 CEAs.  See ALLTEL-Western Wireless Order, 20 FCC Rcd at 13074  50.  These large numbers meant that it 
was impractical to set out in an order a discussion of each local market; however, such an extended exposition was 
also unnecessary.  The Commission proceeded by examining under what circumstances competitive harmin the 
form of either coordinated interaction or unilateral effectswould be likely in local mobile telephony markets.  This 
in-depth, qualitative analysis yielded criteria for determining whether harm is likely that were applicable to all the 
markets caught by the screen, which were then applied to individual markets.  See GCI-Alaska DigiTel Order, 21 
FCC Rcd at 14894-99  69-85; DoCoMo-Guam Order, 21 FCC Rcd at 13597 n.114; ALLTEL-Midwest Wireless 
Order, 21 FCC Rcd 11550-55  47-62; Sprint Nextel Order, 20 FCC Rcd at 13995-14009  68-116; ALLTEL-
Western Wireless Order, 20 FCC Rcd at 13075-87  54-93; Cingular-AT&T Wireless Order, 19 FCC Rcd at 
21570-86  115-164.  Market-specific discussion was primarily confined to those markets for which the 
Commission concluded that harm was likely, and was contained in confidential appendices.
145 For unilateral effects, the unchallenged aspects include:  (1) product differentiation and substitutability (see GCI-
Alaska DigiTel Order, 21 FCC Rcd at 14893 n.206; DoCoMo-Guam Order, 21 FCC Rcd at 13598 n.115; ALLTEL-
Midwest Order, 21 FCC Rcd at 11549 n.73; Sprint-Nextel Order, 20 FCC Rcd at 14002-07  94-107; ALLTEL-
Western Wireless Order, 20 FCC Rcd at 13077-79  59-64; Cingular-AT&T Wireless Order, 19 FCC Rcd at 
21571-75  119-133); (2) network effects (see GCI-Alaska DigiTel Order, 21 FCC Rcd at 14893 n.206; DoCoMo-
Guam Order, 21 FCC Rcd at 13598 n.115; ALLTEL-Midwest Order, 21 FCC Rcd at 11549 n.73; ALLTEL-Western 
Wireless Order, 20 FCC Rcd at 13082-83  75-77; Cingular-AT&T Wireless Order, 19 FCC Rcd at 21578  142-
145); and (3) marginal cost reductions (see GCI-Alaska DigiTel Order, 21 FCC Rcd at 14893 n.206; DoCoMo-
Guam Order, 21 FCC Rcd at 13598 n.115; ALLTEL-Midwest Order, 21 FCC Rcd at 11549 n.73; Sprint-Nextel 
Order, 20 FCC Rcd at 14009  115).  For coordinated interaction, the unchallenged aspects include:  (1) firm and 
product homogeneity (see GCI-Alaska DigiTel Order, 21 FCC Rcd at 14893 n.206; DoCoMo-Guam Order, 21 FCC 
Rcd at 13598 n.115; ALLTEL-Midwest Order, 21 FCC Rcd at 11549 n.73; Sprint-Nextel Order, 20 FCC Rcd at 
13997  75-78; ALLTEL-Western Wireless Order, 20 FCC Rcd at 13087  90; Cingular-AT&T Wireless Order, 19 
FCC Rcd at 21582-84  156-159); (2) existing cooperative ventures (see GCI-Alaska DigiTel Order, 21 FCC Rcd 
at 14893 n.206; DoCoMo-Guam Order, 21 FCC Rcd at 13598 n.115; ALLTEL-Midwest Order, 21 FCC Rcd at 
11549 n.73; Cingular-AT&T Wireless Order, 19 FCC Rcd at 21585  163); (3) number of firms (see GCI-Alaska 
DigiTel Order, 21 FCC Rcd at 14893 n.206; DoCoMo-Guam Order, 21 FCC Rcd at 13598 n.115; ALLTEL-Midwest 
Order, 21 FCC Rcd at 11549 n.73; Sprint-Nextel Order, 20 FCC Rcd at 13996  71-72); (4) technology 
development (see GCI-Alaska DigiTel Order, 21 FCC Rcd at 14893 n.206; DoCoMo-Guam Order, 21 FCC Rcd at 
(continued.)
Federal Communications Commission FCC 07-196
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depth analysis, it is feasible to provide a market-by-market discussion of each CMA where we are 
requiring business unit divestitures.146 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.147  
44. Unilateral Actions. AT&Ts acquisition of Dobson could lead to changes in the structure of 
the 32 CMAs or 29 CEAs identified above by our initial screen for further analysis.  Thus, we have 
examined in more detail the possibility that the merger may lead to competitive harm through unilateral 
actions by the merged entity.148 Unilateral effects arise when the merged firm finds it profitable to alter 
its behavior following the merger by elevating price and suppressing output.149 As discussed in the 
Commissions wireless merger orders, in the case of mobile telephony service, as defined above, this 
might take the form of delaying improvements in service quality or adversely adjusting plan features 
without changing the plan price.150 Incentives for such unilateral competitive actions vary with the nature 
of competition in the relevant markets.  
45. As we explain below, the market for mobile telephony service 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 and geographic coverage, and customer service.  While service providers can change some of 
(Continued from previous page)    
13598 n.115; ALLTEL-Midwest Order, 21 FCC Rcd at 11549 n.73; Sprint-Nextel Order, 20 FCC Rcd at 13998-99 
 81-83); (5) response of rivals (see GCI-Alaska DigiTel Order, 21 FCC Rcd at 14893 n.206; DoCoMo-Guam 
Order, 21 FCC Rcd at 13598 n.115; ALLTEL-Midwest Order, 21 FCC Rcd at 11549 n.73; Sprint-Nextel Order, 20 
FCC Rcd at 13999-14000  84-88); (6) transparency of information (see GCI-Alaska DigiTel Order, 21 FCC Rcd 
at 14893 n.206; DoCoMo-Guam Order, 21 FCC Rcd at 13598 n.115; ALLTEL-Midwest Order, 21 FCC Rcd at 
11549 n.73; Sprint-Nextel Order, 20 FCC Rcd at 13996  73-74; ALLTEL-Western Wireless Order, 20 FCC Rcd at 
13086  89; Cingular-AT&T Wireless Order, 19 FCC Rcd at 21581-82  154-155); and (7) presence of mavericks 
(see GCI-Alaska DigiTel Order, 21 FCC Rcd at 14893 n.206; DoCoMo-Guam Order, 21 FCC Rcd at 13598 n.115; 
ALLTEL-Midwest Order, 21 FCC Rcd at 11549 n.73; Sprint-Nextel Order, 20 FCC Rcd at 13997-98  79-80; 
ALLTEL-Western Wireless Order, 20 FCC Rcd at 13087  91-92; Cingular-AT&T Wireless Order, 19 FCC Rcd at 
21584-85  160-162).
146 See discussion supra Appendix A.
147 See GCI-Alaska DigiTel Order, 21 FCC Rcd at 14893-94  68; ALLTEL-Midwest Order, 21 FCC Rcd at 11549-
50  46.
148 See ALLTEL-Midwest 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; Application of EchoStar Communications 
Corporation (A Nevada Corporation), General Motors Corporation, and Hughes Electronics Corporation
(Transferors) and EchoStar Communications Corporation (A Delaware Corporation) (Transferee), CS Docket No. 
01-348, Hearing Designation Order, 17 FCC Rcd 20559, 20620  153 (2002) (EchoStar-DirecTV HDO); see also
DOJ/FTC Merger Guidelines  2.
149 See GCI-Alaska DigiTel Order, 21 FCC Rcd at 14894  69; ALLTEL-Midwest 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.
150 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 GCI-
Alaska DigiTel Order, 21 FCC Rcd at 14893 n.204; ALLTEL-Midwest 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.
Federal Communications Commission FCC 07-196
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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.  
46. Rather than applying an initial screen of the kind the Commission has used in the past (and 
which we continue to use here), the Applicants instead focus their discussion of unilateral competition 
factors on the 38 CMAs where AT&T and Dobson currently have overlapping facilities-based services.151  
The Applicants assert that the number of competitors in each of the 38 CMAs is robust, with national 
service providers Sprint, T-Mobile, and Verizon having facilities-based services in 25 of the 38 CMAs.  
In the remaining 13 CMAs, two of those three national service providers are providing facilities-based 
service.  Further, the Applicants argue ALLTEL and/or US Cellular offer service in 9 of the remaining 13 
CMAs.152 The Applicants also assert that, although they lack the data to calculate markets shares for all 
firms, it is clear that the combined AT&T-Dobson market share post-merger in some areas would be 
too small to create concern in those areas.153 They do not address whether concern based on market 
share is appropriate in other areas.  
47. The Applicants claim they do not have data necessary to quantify the exact extent to which 
customers view AT&T and Dobson as close substitutes, but offer the views of AT&T executives that 
Dobson is less of a competitor/substitute for AT&T than are other national service providers.154  
Regarding the dynamism of the industry, and the ease with which competitors can take customers from 
the newly merged firm, the Applicants assert that the rate at which market share can change through 
churn more accurately reflects the nature of the competitive climate in todays wireless telephony 
marketplace than does a static measure such as market share.  In addition, they argue, non-facilities-based 
service providers are an increasing source of competition.155 On the question of whether competing firms 
can expand their services to compete with the new entity, we have in the past examined questions such as 
the technological capacity of competitors to add new subscribers quickly to existing systems, as well as 
the possibility of expansion of those systems through, e.g., greater buildout or use of additional spectrum 
where available.156
48. Coordinated Interaction.  As discussed in the previous wireless merger 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.157 Accordingly, one way in which 
a merger may create or enhance market power or facilitate its exercise is by making such coordinated 
interaction among firms more likely, more successful, or more complete.158 Successful coordination 
  
151 Willig and Orszag Declaration at 5.
152 Id. at 15.
153 Id. at 16.
154 Id. at 17.  See also Roth Declaration at 3; Application, Exhibit 1 at 30-31.
155 Willig and Orszag Declaration at 16, 19-20; Application, Exhibit 1 at 31.  
156 See, e.g., ALLTEL-Midwest Order, 21 FCC Rcd at 11552  50; Sprint-Nextel Order, 20 FCC Rcd at 14007-08  
108-114; ALLTEL-Western Wireless Order, 20 FCC Rcd at 13079  65; Cingular-AT&T Wireless Order, 19 FCC 
Rcd at 21575-76  134-37.
157 See GCI-Alaska DigiTel Order, 21 FCC Rcd at 14896  77; 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; DOJ/FTC Merger Guidelines  0.1.
158 See GCI-Alaska DigiTel Order, 21 FCC Rcd at 14896  77; 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.
Federal Communications Commission FCC 07-196
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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.159
49. The Applicants claim that the AT&T-Dobson transaction would not increase the likelihood of 
coordinated interaction in the mobile telephony market.  They argue that the transaction would not change 
the relevant markets enough to make coordination more likely because, in addition to the factors cited 
above, coordination of activities by nominal competitors is deterred by their mutual inability to detect 
violations of any agreement or enforce penalties for doing so, and by the uncertainty of future demand for 
wireless services, which makes coordinated interaction difficult.160  
50. Neither the comments of the Applicants or of Petitioners on coordinated interaction cause us 
to alter our general views on this topic, as set out in the Commissions recent wireless merger orders.161  
Thus, those views underpin the market-by-market analysis to which we now turn.
D. Market-by-Market Analysis
1. Analytical Standard
51. In this section, we undertake a granular analysis of local markets using the approach the 
Commission adopted in its recent wireless merger orders.162 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.163 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 entitys post-transaction market 
share and how that share changes as a result of the merger; the amount of spectrum suitable for the 
provision of mobile telephony services controlled by the combined entity; and the spectrum holdings of 
each of the rival service providers.  In reaching determinations, we balance these factors on a market-
specific basis, and consider the totality of the circumstances in each market.
52. 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 
  
159 See GCI-Alaska DigiTel Order, 21 FCC Rcd at 14896  77; 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  151; DOJ/FTC Merger Guidelines  2.11. 
160 Willig and Orszag Declaration at 24-25.
161 See ALLTEL-Midwest 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.
162 See, e.g., ALLTEL-Midwest 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.
163 See, e.g., ALLTEL-Midwest 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.
Federal Communications Commission FCC 07-196
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relatively high post-transaction market share of the combined entity.164 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.165
2. Results of Analysis  
53. 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 four of the 32 CMAs 
identified by the initial screen. As the Commission determined in its previous wireless merger orders, 
this multi-factor, market-specific analysis, which employs a combination of data sources, provides a 
reliable basis for making our determinations herein.166  
54. For these markets, the market share and HHI information are derived from our analysis of 
data compiled in our NRUF database, which tracks phone number usage by all telecommunications 
service 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 as a result of this 
transaction.  In combination with the other factors in our multi-factor, market-specific analysis, which 
draws competitive conclusions based on the totality of the circumstances present in a given market, we 
are confident that these ranges are a reliable basis for our determinations.
55. In addition, we examine data from our LNP database through December 30, 2006.  This 
information includes each instance of a customer porting a phone number from one mobile carrier to 
another, and indicates both the origin and destination carrier.167  We also analyze carrier launch and 
coverage information available from a variety of public sources, as well as information regarding
spectrum holdings,168 which we obtained from our licensing databases and from the Applications.
56. Specific Markets in which Competitive Harm is Likely.  We list, below, the four markets in 
which our case-by-case analysis indicated that competitive harm is likely as a result of this transaction.  
Detailed discussion of these markets is contained in Appendix A.  As we did in the Cingular-AT&T 
Wireless Order, we find that, in any market in which the merger would reduce the number of competitors 
to two or fewer, a market with this degree of concentration presents a significant likelihood of successful 
unilateral effects and/or coordinated interaction even if the merged entitys market share is not especially 
high.169  The following four markets, which are the markets where we are requiring business unit 
divestitures, represent all the markets in which the acquisition will reduce the number of fully constructed 
  
164 See, e.g., ALLTEL-Midwest 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.
165 See, e.g., ALLTEL-Midwest 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.
166 ALLTEL-Midwest 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.
167 This data was provided to the Commission by NeuStar.
168 Sprint Nextels SMR spectrum holdings are not included in its spectrum aggregation totals.
169 Cingular-AT&T Wireless Order, 19 FCC Rcd at 21595  191.  See also Sprint-Nextel Order, 20 FCC Rcd at 
14011  119; ALLTEL-Western Wireless Order, 20 FCC Rcd at 13096  118.
Federal Communications Commission FCC 07-196
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operators from three to two, or (in one case) from two to one.170 In these markets, we expect that the 
post-transaction market share or spectrum holdings of the combined entity likely make it profitable for the 
entity to raise price and restrict output, and 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 insufficient to deter such unilateral actions.
57. Most of these four markets are smaller markets with high market shares for the merged entity 
and few competing service providers.  In these markets, we are concerned that, post-merger, competing 
service providers would not be sufficiently numerous to deter anticompetitive behavior by the merged 
entity.171
CMA Name
CMA448 Kentucky 6 - Madison
CMA450 Kentucky 8 - Mason
CMA600 Oklahoma 5 - Rogers Mills
CMA661 Texas 10 - Navarro
E. Other Issues 
1. Roaming
58. Background.  T-Mobile in its comments, and Mid-Tex Cellular and East Kentucky Network 
in their petitions, raise concerns about the potential for the transaction to have an adverse impact on 
roaming arrangements and request that the Commission prevent such adverse outcomes by imposing 
certain conditions on the transaction.  
59. Roaming occurs when the subscriber of one CMRS provider travels beyond the service area 
of that provider and utilizes the facilities of another CMRS provider to place an outgoing call, to receive 
an incoming call, or to continue an in-progress call.172 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.  The provision of roaming is subject to the requirements of Section 201, 202, and 208 of 
  
170 For purposes of this determination, we define fully built-out as having coverage of at least 70% of the population 
in the CMA.
171 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.
172 See GCI-Alaska DigiTel Order, 21 FCC Rcd at 14901  91; DoCoMo-Guam Order, 21 FCC Rcd at 13600  33; 
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) (Roaming Notice). 
Federal Communications Commission FCC 07-196
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the Communications Act.173  In August 2007, the Commission determined that when a reasonable 
request is made by a technologically compatible [commercial mobile radio service] carrier, a host 
[commercial mobile radio service] carrier must provide automatic roaming to the requesting carrier 
outside of the requesting carriers home market . . .174 on reasonable and non-discriminatory terms and 
conditions.175 The Commission also said 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.176 At the same time, the Commission 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.177
60. Specifically, T-Mobile notes that AT&Ts acquisition of Dobson will reduce the number of 
GSM service providers by one in multiple cellular market areas in which AT&T and Dobson currently 
operate and argues that, coupled with the Commissions recently adopted home market exclusion to the 
new automatic roaming requirement, AT&Ts market position following the merger will provide it with 
significant leverage to deny roaming arrangements in many areas or to force its roaming partners to 
accept less favorable roaming rates, terms, and conditions.178 T-Mobile requests that the Commission 
condition its approval of the transaction on two requirements:  first, that AT&T continue to honor 
Dobsons existing roaming agreements with T-Mobile and other service providers; and second, that 
AT&T provide automatic roaming services at just and reasonable rates, terms, and conditions to other 
compatible service providers in all service areas, regardless of whether the other service providers may 
have wireless licenses or spectrum usage rights in the same areas.179
61. Mid-Tex Cellular alleges that, prior to their proposed merger, AT&T and Dobson entered into 
preferential roaming agreements with one another, and argues that the purpose and effect of this 
preferential roaming treatment and AT&Ts proposed acquisition of Dobson is to eliminate competitors 
by driving out of business smaller, rural service providers that AT&T is not acquiring.180 Mid-Tex 
Cellular expresses concern that AT&T will use its market dominance gained as a result of the merger to 
engage in anti-competitive discriminatory pricing practices, such as charging Mid-Tex Cellular roaming 
premiums, leveraging increased subscriber share to exact discriminatory roaming rates, or favoring larger 
service providers in sweetheart roaming agreements.181 To eliminate these anti-competitive practices, 
  
173 Reexamination of Roaming Obligations of Commercial Mobile Radio Service Providers, WT Docket No. 05-
265, Report and Order and Further Notice of Proposed Rulemaking, FCC 07-143, at 2  1 (Roaming Report and 
Order).
174 Id. at 2  2.  See also id. at 15  33.
175 Id. at 10  23.
176 Id. at 12  28.
177 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 licensees 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.
178 T-Mobile Comments at 5; T-Mobile Reply Comments at 1-3.
179 T-Mobile Comments at 1-2, 6.
180 Mid-Tex Cellular Petition to Deny at 8.
181 Id., at 9; Mid-Tex Cellular Reply at 4.
Federal Communications Commission FCC 07-196
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Mid-Tex Cellular requests that the Commission limit the amount of cellular spectrum that AT&T holds in 
the Texas 9B2 market and require AT&T to enter into a roaming agreement that does not discriminate 
based on volume discounts or geographic location.182 In particular, Mid-Tex Cellular requests that the 
Commission condition its approval of the merger on a requirement that AT&T offer Mid-Tex Cellular its 
lowest roaming rate regardless of the volume of minutes Mix-Tex roams on AT&Ts network. 183
62. Finally, East Kentucky Network argues that, because AT&T will acquire control of a both of 
the 800 MHz cellular licenses in CMA450 through the proposed Dobson merger, the merger will reduce 
the prospects for an effective CDMA competitor to emerge in CMA450 and thereby deprive East 
Kentucky Network of a reliable roaming partner in that market.184 East Kentucky Network, a CDMA 
operator, provides wireless services in direct competition with an AT&T affiliate in two neighboring rural 
service areas  CMA451 and CMA452  and argues that allowing AT&T to hold both cellular licenses in 
CMA450 will impair its ability to compete with AT&T in CMA451 and CMA452 because customers in 
those two markets need to use their cellphones when traveling in CMA450 and the absence of a reliable 
wireless network using CDMA technology in CMA450 results in inadequate roaming service for its 
customers in that market.185 East Kentucky Network further argues that the 800 MHz cellular spectrum 
has superior propagation characteristics when compared to 1900 MHz PCS spectrum, that it is 
economically more efficient to use cellular spectrum to serve the sparsely populated rural and 
mountainous terrain of CMA450 for this reason, and that the merger will relegate CDMA operators to use 
of 1900 MHz PCS spectrum that will require a more costly buildout to achieve the same geographic 
coverage.186 East Kentucky Network requests that one of the 800 MHz cellular licenses for CMA450 be 
made available for East Kentucky Network to purchase at an affordable price, or alternatively that the 
license be sold to another CDMA operator that commits to a comprehensive buildout plan in CMA450.187
63. The Applicants reply that T-Mobiles and Mid-Tex Cellulars requests for roaming conditions 
are without merit and request that the Commission approve the transaction without conditions.188 The 
Applicants note that T-Mobiles request for a home roaming condition and Mid-Tex Cellulars request 
for most favored rate requirements were considered and rejected in the Commissions recent Roaming 
Report and Order, and argue that concerns with these conclusions of the Roaming Report and Order are 
properly addressed through further comments or petitions for reconsideration in the rulemaking, and not 
in the form of requests for merger conditions.189 The Applicants similarly argue that a merger application 
is not the appropriate forum for enforcing T-Mobiles contractual rights under its roaming agreement with 
Dobson, and that the Commissions roaming order made clear that the Commission will not intervene in 
the setting of rates in roaming agreements unless a specific complaint is filed with the Commission 
alleging that such rates are unreasonable or discriminatory.190 They further argue that, because AT&T 
will continue to need to rely on smaller regional service providers in particular, as well as T-Mobile, as 
roaming partners to provide roaming services in areas where AT&T may not have coverage, this 
  
182 Mid-Tex Cellular Petition to Deny at 9.
183 Id.; Mid-Tex Cellular Reply at 5.
184 East Kentucky Network Petition to Deny at iii, 5.
185 Id. at iii, 2-5; Declaration of Gerald Robinette, at 1-2; Declaration of Paul DeLong, at 1-2.
186 East Kentucky Network Petition to Deny at 5; Declaration of Gerald Robinette, at 2.
187 East Kentucky Network Petition to Deny at 13-14.
188Joint Opposition at ii, 8.
189 Id. at 9.
190 Id. at 10.
Federal Communications Commission FCC 07-196
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transaction will not materially diminish the availability of roaming services or its incentives to enter into 
roaming agreements.191
64. The Applicants likewise argue that East Kentucky Networks claims about being foreclosed 
from acquiring spectrum in CMA450 are without merit.192 The Applicants note that nine other wireless 
service providers besides AT&T and Dobson have managed to secure spectrum in CMA450, and argue 
that East Kentucky Network has not shown why it merits extraordinary Commission assistance to do what 
many others have done on their own.193 They add that the purported lack of CDMA roaming options in 
CMA450 is the result of business decisions by the various service providers operating in the CMA rather 
than a consequence of the merger, and that the merger will not eliminate any CDMA roaming partners for 
East Kentucky Network inasmuch as both AT&T and Dobson currently use GSM.194
65. Discussion.  The Commission has previously found that competition in the retail market is 
sufficient to protect consumers against potential harm arising from intercarrier roaming arrangements and 
practices.195 As discussed elsewhere in this Order, we find that the proposed transaction would be likely 
to cause significant competitive harm in a limited number of geographic markets, and that a package of 
divestitures of licenses and related network assets on which we are conditioning our grant of authority to 
transfer control of licenses from Dobson to AT&T is sufficient to prevent competitive harm in those 
markets.  Because the divestitures will protect competition at the retail level in those geographic markets, 
we conclude that the transaction will not alter competitive market conditions in such a way as to harm 
consumers of mobile telephony services, including roaming services.  Accordingly, we decline to impose 
any conditions relating to roaming rates or arrangements on the transaction.  
66. We further note that the markets in which we are requiring divestitures include CMA450.  
We emphasize, however, that the need for divestiture in CMA450, as well the other markets identified in 
our competitive analysis, is based on the potential for the transaction to cause competitive harm due to a 
reduction in the number of competitors in general, and not on any potential for the transaction to have an 
adverse effect on roaming arrangements in particular through its impact on the number or reliability of 
roaming partners using either GSM or CDMA as their network technology.  We also find that the alleged 
absence of a reliable CDMA roaming partner in CMA450 is not a consequence of this transaction, and 
that the transaction is not likely to have any negative impact on the number of actual or potential CDMA 
roaming partners in this or any other geographic market.  We decline, finally, to take the novel step of 
conditioning the divestiture of the cellular license in CMA450 on its sale at an affordable price to East 
Kentucky Network or to any other CDMA operator. 196
67. In addition, we emphasize that the clarifications and the obligations adopted in our Roaming 
Report and Order were intended to address concerns expressed by certain service providers that other 
providers would deny reasonable requests for an automatic roaming agreement or charge unreasonable or 
discriminatory roaming rates, and that those obligation will continue to apply squarely to AT&T after the 
  
191 Id. at 10-11.
192 Id. at 6-7.
193 Id. at 7.
194 Id. at 6-7.
195 See Cingular-AT&T Wireless Order, 19 FCC Rcd at 21591  180; Roaming Report and Order, at 6  13; see also
DoCoMo-Guam Order, 21 FCC Rcd at 13602  36; ALLTEL-Midwest Wireless Order, 21 FCC Rcd at 11563-64  
104.
196 We note that it is a long-standing principle of the Commission not to dictate licensees technology choices.  See, 
e.g., 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).
Federal Communications Commission FCC 07-196
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closing of this transaction.197 As stated in the Roaming Report and Order, automatic roaming is a 
common carrier service, and the provisioning of automatic roaming service is subject to the requirements 
of Section 201, 202, and 208 of the Communications Act.198 Accordingly, all charges and practices by 
CMRS service providers in connection with roaming services must be just and reasonable.  Section 208 
provides that complaints may be filed with the Commission against common carriers subject to the 
Communications Act.199 As noted in the Roaming Report and Order, we intend to address roaming 
related complaints expeditiously on a case-by-case basis.200 We also note that there are more suitable 
ways of addressing some of the concerns raised in the record than attaching conditions to this transaction.  
In particular, the proper venue to address concerns with the findings in the Roaming Report and Order
(e.g., home market roaming exclusion) is in the roaming rulemaking proceeding through pending petitions 
for reconsideration, and not in the merger.201 In addition, the review of the application to transfer control 
of licenses from Dobson to AT&T is not the appropriate forum for determining other service providers 
contractual rights under their roaming agreements with Dobson.  Such contractual matters are best 
resolved on a case by-case-basis.  Therefore, we decline to place any specific roaming conditions on our 
approval of the proposed transaction.
2. Eligible Telecommunications Carrier Status
68. Background.  Mid-Tex Cellular argues that the Commission should not allow AT&T to 
acquire Dobsons competitive ETC status in Texas 9B2 RSA.202 Instead, Mid-Tex Cellular argues that 
the Commission should require AT&T to obtain its own competitive ETC designation, based on its own 
demonstrations of commitment to improving service in rural areas, before it is entitled to the Universal 
Service Fund (USF) support received by Dobson.203  
69. Discussion. Section 214(e)(2) of the Act provides state commissions with the primary 
responsibility for performing ETC designations.204 In this particular instance, the Public Utility 
Commission of Texas (Texas Commission) exercised its jurisdiction under section 214(e)(2) of the Act 
and designated Dobson as a competitive ETC on February 2, 2005.205 The status of Dobsons ETC 
designation post-merger is therefore a matter for the Texas Commission.  Accordingly, the appropriate 
  
197 Roaming Report and Order, FCC 07-143, at 12-13  28.
198 Id. at 2  1.
199 See 47 U.S.C.  208.
200 Roaming Report and Order, FCC 07-143, at 13-14  30-31.
201 Petitions for Reconsideration of Action in Rulemaking Proceeding, Public Notice, Report No. 2837, Oct. 12, 
2007; 72 Fed. Reg. 59532.
202 Mid-Tex Cellular Petition to Deny at 10.
203 Id.
204 47 U.S.C.  214(e)(2); see also Federal-State Joint Board on Universal Service; Promoting Deployment and 
Subscribership in Unserved Areas, Including Tribal and Insular Areas, CC Docket No. 96-45, Twelfth Report and 
Order, Memorandum Opinion and Order, and Further Notice of Proposed Rulemaking, 15 FCC Rcd 12208, 12255 
 93 (2000); Federal-State Joint on Universal Service, CC Docket No. 96-45, Report and Order, 20 FCC Rcd 6371 
(2005).
205 Application of Dobson Cellular Systems, Inc. for Designation as an Eligible Telecommunications Carrier 
Pursuant to 47 U.S.C. 241(e) and P.U.C. Subst. R. 26.418, PUC Docket No. 29144, SOAH Docket no. 473-04-4450, 
Order (2005).
Federal Communications Commission FCC 07-196
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forum for Mid-Tex Cellular to raise any concerns about Dobsons ETC designation under sections 214 
and 254 of the Act is the Texas Commission.206
70. 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 eligible telecommunications carriers (ETCs).207  
Specifically, the Joint Board recommended that the Commission impose an interim, emergency cap on the 
amount of high-cost support that competitive ETCs may receive for each state based on the average level 
of competitive ETC support distributed in that state in 2006.208 In the ALLTEL-Atlantis transaction, the 
Commission imposed, as a condition of the transaction, an interim cap on ALLTELs high-cost, 
competitive ETC support based on its level of competitive ETC support as of June 2007.209 AT&T is 
currently the second largest beneficiary of competitive ETC funding, and Dobson is the seventh largest.210  
71. AT&T has voluntarily agreed to an interim cap which, like the cap established as a condition 
of the ALLTEL-Atlantis transaction, is based on AT&T and Dobsons level of competitive ETC support 
as of June 2007.211  AT&T explains that it is making this voluntary commitment in light of the 
Commissions decision to condition the ALLTEL-Atlantis transaction and to minimize pressure on the 
federal universal service fund caused by rapidly increasing demand for high-cost universal service 
support.212  AT&T states that this interim cap shall be set at twelve times the level of support that 
AT&T Mobility and Dobson collectively were eligible to receive as competitive ETCs for the month of 
June 2007.213 Further, AT&T states that [t]his cap shall apply until the earlier of comprehensive 
universal service reform addressing issues related to the distribution of high-cost support; or the 
elimination or modification of the interim cap . . . on high-cost, competitive ETC support provided to 
ALLTEL.214  
  
206 47 U.S.C.  214, 254; see also 47 C.F.R.  54.313(a), 54.314(a) (for providers to be eligible for high-cost 
universal service support, states are required to file an annual certification stating all federal USF provided to ETCs 
under its jurisdiction will be used only for the provision, maintenance, and upgrading of facilities and services for 
which the support is intended).
207 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) (Recommended Decision); 
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, FCC 
07-185 (rel. Oct. 26, 2007) (ALLTEL-Atlantis Order).  
208 Recommended Decision, 22 FCC Rcd at 8998  1.
209 ALLTEL-Atlantis Order, FCC 07-185, at 5  9.
210 Kevin W. Caves and Jeffrey A. Eisenach, The Effects of Providing Universal Service Subsidies to Wireless 
Carriers, attached to Ex Parte Letter, from Jeffrey A. Eisenach, Chairman, Criterion Economics, LLC, to Marlene 
Dortch, Secretary, Federal Communications Commission, CC Docket Nos. 96-45 and 05-337, at 18-19 (filed Jun. 
13, 2007) (analyzing year 2006 data).
211 Ex Parte Letter from Robert W. Quinn, Jr., Senior Vice President, Federal Regulatory, AT&T Services, Inc., to 
Marlene H. Dortch, Secretary, Federal Communications Commission (Nov. 8, 2007).
212 Id. at 2.
213 Id.
214 Id.  See also ALLTEL-Atlantis Order, FCC 07-185, at 5  9 (stating that the interim cap on high-cost, 
competitive ETC support provided to ALLTEL as a condition of this transaction will apply until fundamental 
comprehensive reforms are adopted to address issues related to the distribution of support and to ensure that the 
universal service fund will be sustainable for future years).
Federal Communications Commission FCC 07-196
36
72. We condition this proposed transaction on this voluntary commitment to an interim cap on 
high-cost, competitive ETC support.  However, as we stated in the ALLTEL-Atlantis Order,215 we find 
that it is in the public interest to adopt a limited exception from the application of the interim cap 
condition to AT&T and Dobson.  Specifically, AT&T and Dobson will not be subject to the interim cap 
condition to the extent AT&T and Dobson (1) file cost data showing their own per-line costs of providing 
service in a supported service area upon which their high cost universal service support would be based, 
and (2) demonstrate that their networks are in compliance with section 20.18(h) of the Commissions 
rules specifying E911 location accuracy as measured at a geographical level defined by the coverage area 
of each Public Safety Answering Point (PSAP).
F. Public Interest Benefits
73. In addition to assessing the potential competitive harms of the proposed AT&T Dobson 
transaction, we also consider whether the respective combination of these companies wireless operations 
is likely to generate verifiable, merger-specific public interest benefits.216 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.217  
74. As discussed below, we find that the proposed transaction is likely to result in certain merger-
specific public interest benefits.  We reach this conclusion recognizing that many of these benefits may be 
challenging to achieve in the near future because of sizable technological and financial requirements.  As 
a result, it is difficult for us to precisely quantify either the magnitude of or the time period in which these 
benefits will be realized.218  
1. Analytical Framework
75. The Commission has recognized that [e]fficiencies generated through a merger can mitigate 
competitive harms if such efficiencies enhance the merged firms ability and incentive to compete and 
therefore result in lower prices, improved quality, enhanced service or new products.219 Under 
  
215 ALLTEL-Atlantis Order, FCC 07-185, at 5  10.
216 See, e.g., AT&T-BellSouth Order, 22 FCC Rcd at 5760  200; GCI-Alaska DigiTel Order, 21 FCC Rcd at 14908 
 109; DoCoMo-Guam Order, 21 FCC Rcd at 13603  39; ALLTEL-Midwest Wireless Order, 21 FCC Rcd at 11564 
 105; SBC-AT&T Order, 20 FCC Rcd at 18384  182; Verizon-MCI Order, 20 FCC Rcd at 18530  193; Sprint-
Nextel Order, 20 FCC Rcd at 14013  129; ALLTEL-Western Wireless Order, 20 FCC Rcd at 13100  132;
Cingular-AT&T Wireless Order, 19 FCC Rcd at 21599  201.
217 See, e.g., AT&T-BellSouth Order, 22 FCC Rcd at 5760  200; GCI-Alaska DigiTel Order, 21 FCC Rcd at 14908 
 109; DoCoMo-Guam Order, 21 FCC Rcd at 13603  39; ALLTEL-Midwest Wireless Order, 21 FCC Rcd at 11564 
 105; SBC-AT&T Order, 20 FCC Rcd at 18384  182; Verizon-MCI Order, 20 FCC Rcd at 18530  193; Sprint-
Nextel Order, 20 FCC Rcd at 14013  129; ALLTEL-Western Wireless Order, 20 FCC Rcd at 13100  132; 
Cingular-AT&T Wireless Order, 19 FCC Rcd at 21599  201.
218 See, e.g., GCI-Alaska DigiTel Order, 21 FCC Rcd at 14909  110; DoCoMo-Guam Order, 21 FCC Rcd at 13603 
 40.
219 E.g., AT&T-BellSouth Order, 22 FCC Rcd at 5760  201; GCI-Alaska DigiTel Order, 21 FCC Rcd at 14909  
111; DoCoMo-Guam Order, 21 FCC Rcd at 13603  41; ALLTEL-Midwest Wireless Order, 21 FCC Rcd at 11564  
107; SBC-AT&T Order, 20 FCC Rcd at 18384  183; Verizon-MCI Order, 20 FCC Rcd at 18530  194; Sprint-
Nextel Order, 20 FCC Rcd at 14013  129; ALLTEL-Western Wireless Order, 20 FCC Rcd at 13101  135; 
Cingular-AT&T Wireless Order, 19 FCC Rcd at 21599  204; see also DOJ/FTC Merger Guidelines  4.
Federal Communications Commission FCC 07-196
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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.220
76. 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- or 
merger-specific.  This means that the claimed benefit must be likely to be accomplished as a result of the 
merger but unlikely to be realized by other means that entail fewer anticompetitive effects.221 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.222 In addition, as the Commission has noted, the magnitude of benefits must 
be calculated net of the cost of achieving them.223 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.224 Third, the Commission has 
stated that it will more likely find marginal cost reductions to be cognizable than reductions in fixed 
  
220 See, e.g., AT&T-BellSouth Order, 22 FCC Rcd at 5760-61  201; GCI-Alaska DigiTel Order, 21 FCC Rcd at 
14909  111; DoCoMo-Guam Order, 21 FCC Rcd at 13603  41; ALLTEL-Midwest Wireless Order, 21 FCC Rcd at 
11564  107; SBC-AT&T Order, 20 FCC Rcd at 18384  183; Verizon-MCI Order, 20 FCC Rcd at 18530  194; 
Sprint-Nextel Order, 20 FCC Rcd at 14013  129; ALLTEL-Western Wireless Order, 20 FCC Rcd at 13101  135; 
Cingular-AT&T Wireless Order, 19 FCC Rcd at 21599  204.
221 AT&T-BellSouth Order, 22 FCC Rcd at 5671  202; GCI-Alaska DigiTel Order, 21 FCC Rcd at 14909  112; 
DoCoMo-Guam Order, 21 FCC Rcd at 13603-04  42; ALLTEL-Midwest Wireless Order, 21 FCC Rcd at 11564  
108; SBC-AT&T Order, 20 FCC Rcd at 18384  184; Verizon-MCI Order, 20 FCC Rcd at 18530  195; Sprint-
Nextel Order, 20 FCC Rcd at 14014  130; ALLTEL-Western Wireless Order, 20 FCC Rcd at 13101  136; 
Cingular-AT&T Wireless Order, 19 FCC Rcd at 21599-600  205; accord EchoStar-DirecTV HDO, 17 FCC Rcd at 
20630  189; Applications of NYNEX Corporation, Transferor, and Bell Atlantic Corporation, Transferee, 
Memorandum Opinion and Order, 12 FCC Rcd 19985, 20063-64  158 (Pro-competitive efficiencies include only 
those efficiencies that are merger-specific, i.e., that would not be achievable but for the proposed merger.  
Efficiencies that can be achieved through means less harmful to competition than the proposed merger . . . cannot be 
considered to be true pro-competitive benefits of the merger.); Applications of Ameritech Corp., Transferor, and 
SBC Communications Inc., Transferee, CC Docket No. 98-141, Memorandum Opinion and Order, 14 FCC Rcd 
14712, 14825  255 (Public interest benefits also include any cost saving efficiencies arising from the merger if 
such efficiencies are achievable only as a result of the merger . . . .).  Cf. DOJ/FTC Merger Guidelines  4.
222 See AT&T-BellSouth Order, 22 FCC Rcd at 5671  202; GCI-Alaska DigiTel Order, 21 FCC Rcd at 14909-10  
112; DoCoMo-Guam Order, 21 FCC Rcd at 13604  42; ALLTEL-Midwest Wireless Order, 21 FCC Rcd at 11564-
65  108; SBC-AT&T Order, 20 FCC Rcd at 18384-85  184; Verizon-MCI Order, 20 FCC Rcd at 18530  195; 
Sprint-Nextel Order, 20 FCC Rcd at 14014  130; ALLTEL-Western Wireless Order, 20 FCC Rcd at 13101-02  
136; Cingular-AT&T Wireless Order, 19 FCC Rcd at 21600  205.
223 AT&T-BellSouth Order, 22 FCC Rcd at 5671  202; GCI-Alaska DigiTel Order, 21 FCC Rcd at 14910  112; 
DoCoMo-Guam Order, 21 FCC Rcd at 13604  42; ALLTEL-Midwest Wireless Order, 21 FCC Rcd at 11565  108;
SBC-AT&T Order, 20 FCC Rcd at 18385  184; Verizon-MCI Order, 20 FCC Rcd at 18530-31  195; Sprint-Nextel 
Order, 20 FCC Rcd at 14014  130; ALLTEL-Western Wireless Order, 20 FCC Rcd at 13101-02  136; Cingular-
AT&T Wireless Order, 19 FCC Rcd at 21600  205.
224 AT&T-BellSouth Order, 22 FCC Rcd at 5671  202; GCI-Alaska DigiTel Order, 21 FCC Rcd at 14910  112; 
DoCoMo-Guam Order, 21 FCC Rcd at 13604  42; ALLTEL-Midwest Wireless Order, 21 FCC Rcd at 11565  108;
SBC-AT&T Order, 20 FCC Rcd at 18385  184; Verizon-MCI Order, 20 FCC Rcd at 18531  195; Sprint-Nextel 
Order, 20 FCC Rcd at 14014  130; ALLTEL-Western Wireless Order, 20 FCC Rcd at 13102  136; Cingular-AT&T 
Wireless Order, 19 FCC Rcd at 21600  205 (citing EchoStar-DirecTV HDO, 17 FCC Rcd at 20630  190).
Federal Communications Commission FCC 07-196
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cost.225 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.226
77. Finally, the Commission applies a sliding scale approach to evaluating benefit claims.227
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.228 On the other hand, where potential harms appear less likely and less 
substantial, as in this case, we will accept a lesser showing to approve the transaction.229
2. Discussion
78. The Applicants allege that the proposed transaction will result in numerous public interest 
and consumer benefits, especially for rural customers.230 Generally, the Applicants state that the merger 
of AT&T and Dobson would expand and improve the services and features available to Dobsons rural 
customers,231 including hastening deployment of advanced services and innovative products,232 and 
enhancing service quality.233 In addition, the Applicants contend that the merger will result in synergies 
of scope and scale and roaming benefits.234
  
225 AT&T-BellSouth Order, 22 FCC Rcd at 5671  202; GCI-Alaska DigiTel Order, 21 FCC Rcd at 14910  112; 
DoCoMo-Guam Order, 21 FCC Rcd at 13604  42; ALLTEL-Midwest Wireless Order, 21 FCC Rcd at 11565  108;
SBC-AT&T Order, 20 FCC Rcd at 18385  184; Verizon-MCI Order, 20 FCC Rcd at 18531  195; Sprint-Nextel 
Order, 20 FCC Rcd at 14014  130; ALLTEL-Western Wireless Order, 20 FCC Rcd at 13102  136; Cingular-AT&T 
Wireless Order, 19 FCC Rcd at 21600  205.  See also DOJ/FTC Merger Guidelines  4.
226 See AT&T-BellSouth Order, 22 FCC Rcd at 5671  202; GCI-Alaska DigiTel Order, 21 FCC Rcd at 14910  112; 
DoCoMo-Guam Order, 21 FCC Rcd at 13604  42; ALLTEL-Midwest Wireless Order, 21 FCC Rcd at 11565  108;
SBC-AT&T Order, 20 FCC Rcd at 18385  184; Verizon-MCI Order, 20 FCC Rcd at 18531  195; Sprint-Nextel 
Order, 20 FCC Rcd at 14014  130; ALLTEL-Western Wireless Order, 20 FCC Rcd at 13102  137; Cingular-AT&T 
Wireless Order, 19 FCC Rcd at 21600  206; see also DOJ/FTC Merger Guidelines  4.
227 AT&T-BellSouth Order, 22 FCC Rcd at 5671  203; GCI-Alaska DigiTel Order, 21 FCC Rcd at 14910  113; 
DoCoMo-Guam Order, 21 FCC Rcd at 13605  43; ALLTEL-Midwest Wireless Order, 21 FCC Rcd at 11565  109;
SBC-AT&T Order, 20 FCC Rcd at 18385  185; Verizon-MCI Order, 20 FCC Rcd at 18531  196; ALLTEL-Western 
Wireless Order, 20 FCC Rcd at 13102  137; Cingular-AT&T Wireless Order, 19 FCC Rcd at 21600  206.
228 AT&T-BellSouth Order, 22 FCC Rcd at 5671-72  203; GCI-Alaska DigiTel Order, 21 FCC Rcd at 14910  113; 
DoCoMo-Guam Order, 21 FCC Rcd at 13605  43; ALLTEL-Midwest Wireless Order, 21 FCC Rcd at 11565-66  
109; SBC-AT&T Order, 20 FCC Rcd at 18385  185; Verizon-MCI Order, 20 FCC Rcd at 18531  196; ALLTEL-
Western Wireless Order, 20 FCC Rcd at 13102  137; Cingular-AT&T Wireless Order, 19 FCC Rcd at 21600  206.  
Cf. DOJ/FTC Merger Guidelines  4 (The greater the potential adverse competitive effect of a merger . . . the 
greater must be cognizable efficiencies in order for the Agency to conclude that the merger will not have an 
anticompetitive effect in the relevant market.  When the potential adverse competitive effect of a merger is likely to 
be particularly large, extraordinarily great cognizable efficiencies would be necessary to prevent the merger from 
being anticompetitive.).
229 See, e.g., AT&T-BellSouth Order, 22 FCC Rcd at 5672  203; GCI-Alaska DigiTel Order, 21 FCC Rcd at 14910 
 113; DoCoMo-Guam Order, 21 FCC Rcd at 13605  43; ALLTEL-Midwest Wireless Order, 21 FCC Rcd at 11566 
 109; SBC-AT&T Order, 20 FCC Rcd at 18385  185; Verizon-MCI Order, 20 FCC Rcd at 18531  195.
230 Application, Exhibit 1 at i.
231 Id.
232 Id. at ii.
233 Id.
234 Id. at ii-iii.
Federal Communications Commission FCC 07-196
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79. Expanded and Improved Services and Features, Particularly in Rural Areas. The Applicants 
and assert that the proposed transaction will expand and improve the services and features available to 
Dobsons customers.235 For example, the Applicants state that the combined company will be able to 
offer the iPhone, with its innovative and unique multimedia features never before seen in a cellular 
phone to all of Dobsons customers, including those in Alaska and rural areas.236 Similarly, the 
Applicants state that the combined entity will be able to offer Dobsons customers handsets with 
integrated Wi-Fi or GPS navigationfeatures that were previously unavailable to Dobsons primarily 
rural and suburban subscribers.237 In addition, the Applicants contend that the combined companys 
integrated wireline/wireless network will allow the merged company to offer converged applications that 
use three screens  TV, PC and mobile.238 The Applicants envision that a customer will be able to 
select streaming video content on a PC, watch part of it on a TV, and then leave home and watch the rest 
of the program from a mobile phone remotely.239 In addition, the Applicants state that such an integrated 
network will enable their customers to use a wireless handset to remotely control a digital video record at 
home or facilitate the use of dual-mode phones that will shift seamlessly between wireless and 
broadband VoIP networks.240 The Applicants also state that, because Dobsons network overlaps 
minimally with AT&Ts, the proposed transaction would expand geographic coverage for both 
companies customers.241 Dobsons cellular spectrum will enhance AT&Ts service quality in the 
applicable rural and suburban markets.242
80. The Applicants state that subscribers will also benefit from a wider range of rate plans.243 For 
example, the Applicants note that Dobson customers who reside in AT&Ts wireline service area will be 
able to subscribe to the companys recently introduced Unity Plan and take advantage of free calling 
between and among the merged companys more than 100 million wireless and wireline subscribers.244  
The Applicants contend that the combined companys integrated wireline/wireless network will also 
allow the company to offer unified billing for wired and wireless services with associated discounts and 
special DSL pricing for customers subscribing to both wireline and wireless services.245
81. Other benefits of the merger identified by the Applicants include increased roaming coverage 
internationally,246 improved reception and signal quality due to greater cell site density in areas with 
  
235 Id. at 5.  See also Governor Granholm Comments at 1.
236 Application, Exhibit 1 at 5.
237 Id. at 5-6.
238 Id. at 7.
239 Id. 
240 Id. 
241 Press Release at 2.  See also Governor Granholm Comments at 1.
242 Press Release at 2.  See also Governor Granholm Comments at 1.
243 Application, Exhibit 1 at 5.  See also Governor Granholm Comments at 1.
244 Application, Exhibit 1 at 5.
245 Id. at 7.
246 Id. at 8.
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overlapping spectrum and complementary overlapping tower facilities,247 and improved and expanded 
services for Dobsons business customers.248
82. Roaming.  The Applicants contend that the combination of their largely complementary 
facilities-based networks will eliminate roaming between AT&T and Dobson and will lower the marginal 
cost of providing service.249 The Applicants state that many of the rural and suburban areas served by 
Dobson are adjacent to major metropolitan areas served by AT&T.250 As a result, the Applicants state, 
Dobson must enter roaming agreements in order to provide service for its rural and suburban customers 
when they travel to the nearby downtown metropolitan area.251 In fact, the Applicants state that AT&T is 
Dobsons largest roaming partner.252 The Applicants further state that, in general, AT&T must also use 
roaming arrangements when its customers in downtown metropolitan areas travel to the adjacent rural and 
suburban communities served by Dobson.253 The Applicants contend that the elimination of roaming 
between the two companies should reduce their combined roaming fees by more than $1 billion over the 
next five years, based on 2006 roaming rates.254 The Applicants note that the Commission has 
consistently found that such reductions in marginal costs for wireless service providers are likely to 
benefit consumers through lower price and/or increased service.255 The Applicants argue that [t]hese 
marginal cost reductions are also likely to stimulate competition from other service providers,256 make 
the combined company a more effective competitor, and free[] resources to support the combined 
companys introduction of innovative new features and services.257
83. Economies of Scale and Operating Synergies. The Applicants state that the proposed 
transaction will create significant economies of scale and scope that will make the combined company a 
more effective competitor and free resources to enhance the combined companys ability to introduce 
innovative new features and services.258 The Applicants contend that the merger-specific synergies have 
  
247 Id. at 9.
248 Id. at 8-9.
249 Id. at 11.  Dobson facilities-based service territory encompasses parts of 17 states, primarily in rural and suburban 
areas.  AT&T provides facilities-based coverage in all of the countrys top 100 major metropolitan areas, which 
Dobson does not serve.  Id. at 10.
250 Id. at 10.  These areas include, Lexington, Kentucky; Minneapolis, Minnesota; New York, New York; Pittsburgh, 
Pennsylvania; Kansas City, Missouri; Kansas City, Kansas; San Antonio and Austin, Texas; Washington, DC; 
Detroit, Michigan; and Oklahoma City, Oklahoma, among others.  Id.
251 Id. 
252 Id. at 11.  AT&T accounts for approximately 84 percent of Dobsons roaming traffic.  Id.
253 Id.
254 Id.  See also Press Release at 2.
255 Application, Exhibit 1 at 11 (citing Cingular-AT&T Wireless Order, 19 FCC Rcd at 21605  219); accord 
ALLTEL-Western Wireless Order, 20 FCC Rcd at 13108-09  151 (ALLTELs merger with WWC would reduce its 
roaming costs in geographic markets where ALLTEL and WWCs service areas do no overlap, and the elimination 
of roaming agreements in these markets would directly benefitits customers.).
256 Application, Exhibit 1 at 11.
257 Id. at 12.
258 Id.  See also Governor Granholm Comments at 1.
Federal Communications Commission FCC 07-196
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a net present value of $2.5 billion.259 The Applicants contend that these cost savings are achieved through 
a number of avenues.  First, the Applicants state that the reduction of two brands to one and the 
international strength of the AT&T brand will result in significant marketing and advertising savings, 
thereby reducing customer acquisition costs.260 The Applicants anticipate that customer acquisition costs 
will be further reduced by a reduction in handset procurement costs, closure of duplicative retail sales 
locations and economies of scale with third-party vendors.261 Second, the Applicant state that significant 
synergies will result from consolidating or eliminating duplicate customer billing functions.262 Third, the 
Applicants expect to achieve substantial savings in network operating expenses by decommissioning 
redundant towers where it is possible to do so without negative effects on customer service.263 Fourth, the 
Applicants anticipate substantial cost savings stemming from elimination of redundant general and 
administrative costs, such as savings on purchases of IT equipment.264 The Applicants state that, because 
of Dobsons smaller customer base, Dobsons general and administrative costs account for a larger 
portion of its annual expense per customer than AT&Ts expense per customer.265  The Applicants argue 
that, because of the economies of scale derived from AT&Ts subscriber base, AT&T will be able to 
absorb Dobsons operations at a lower cost per subscriber than Dobson could achieve without the 
transaction.266 Finally, the Applicants state that the combined company will achieve savings on network-
related capital expenditures, capital expenditures on information technology, expenses associated with 
redundant retail store closures, and corporate call center capital expenses.267
3. Conclusion
84. 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.
V. CONDITIONS/REMEDIES
85. Using the analytical standards outlined above, we find that the Applicants proposed 
transaction would likely pose significant competitive harms in four local mobile telephony markets.  We 
conclude that, in these markets, the potential harms would not be outweighed by the proposed 
transactions alleged public interest benefits.  Thus, if our analysis ended at this point, we would have to 
conclude that the Applicants have not demonstrated that the proposed transactions, on balance, would 
serve the public interest, convenience and necessity.
  
259 Application, Exhibit 1 at 12; Press Release at 2.  The Applicants contend that this figure is attainable given 
AT&Ts (and SBC Communications Inc., its corporate predecessor) demonstrable record of achieving and 
exceeding synergies projections in connection with prior transactions.  Application, Exhibit 1 at 12.
260 Application, Exhibit 1 at 13.
261 Id.
262 Id.
263 Id. at 14.  The Applicants note that such tower decommissioning would not interfere with their anticipated 
increase in cell density noted supra at  81.  
264 Application, Exhibit 1 at 14.
265 Id. at 14-15.
266 Id. at 15.
267 Id.
Federal Communications Commission FCC 07-196
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86. In its review of proposed transactions, the Commission is empowered to impose conditions 
on the transfer of control of Commission licenses to mitigate the harms the transaction would likely 
create.  Such conditions are tailored to address the specific harms anticipated based on economic analysis, 
examination of documents submitted in response to our inquiry, and public comment contained in the 
record of this proceeding.  We conclude that the conditions set forth below, as well as the condition 
regarding an interim cap on high-cost, competitive ETC support received by AT&T and Dobson,268 alter 
the public interest balance of the proposed transaction by mitigating the potential public interest harms.  
Accordingly, with the conditions that we adopt in this Order, and assuming the Applicants compliance 
with these conditions, we find that the Applicants have demonstrated that the proposed transfer of licenses 
would serve the public interest, convenience, and necessity.
87. As we discussed elsewhere and below, we decline to impose additional conditions proposed 
by East Kentucky Network, Mid-Tex Cellular, and T-Mobile that we find are not designed to remedy 
merger-specific harms.
A. Operating Unit Divestitures
88. We found above that the proposed transaction would be likely to cause significant 
competitive harm in four geographic markets.  Specifically, our analysis indicated that, in those markets, 
there would not be an adequate number of competing service providers remaining after the merger 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 and related operational and 
network assets, including certain employees, retail sites, and subscribers (Divestiture Assets), of either 
AT&T or Dobson, in certain markets.  Specifically, we condition this grant of authority to transfer control 
of licenses from Dobson to AT&T on the divestiture of the Divestiture Assets (including all fixed assets, 
customers, goodwill and spectrum associated therewith) in the following markets.
 CMA Name
CMA448 Kentucky 6 - Madison
CMA450 Kentucky 8 - Mason
CMA600 Oklahoma 5 - Rogers Mills
CMA661 Texas 10 - Navarro
89. East Kentucky Network requests that the Commission require the merged entity to divest one 
of the two cellular licenses in CMA450 either to East Kentucky Network if it is made available at a price 
[it] can afford or to a CDMA operator that commits to build out in the market.269 While we agree with 
East Kentucky Network that there is significant likelihood of competitive harm as a result of this 
transaction in CMA450, we disagree with East Kentucky Networks proposed remedy. Instead, we 
require a more extensive remedy  the divestiture of either AT&T or Dobsons licenses and related 
operational and network assets, including certain employees, retail sites, and subscribers, in CMA450.  
Accordingly, we decline to require divestiture of cellular spectrum in CMA450 to East Kentucky 
Network or to impose a condition that the buyer must be willing to deploy CDMA technology using the 
divested assets.  As referenced above, it is the Commissions long-standing policy not to dictate licensees 
technology choices.270
  
268 See discussion supra  72.
269 East Kentucky Network Petition to Deny at 13-14.
270 See, e.g., 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).
Federal Communications Commission FCC 07-196
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B. Spectrum
90. Mid-Tex Cellular requests that the application with respect to the Texas 9B2 RSA be denied 
or conditioned based upon the divestiture of spectrum in excess of 70 MHz in any county in this market.  
Mid-Tex Cellular argues that because of the spectrum holdings and market share of the merged entity in 
Texas RSA 9B2, the Commission should require the merged entity to divest cellular, PCS and AWS 
spectrum in excess of 70 MHz in any county in Texas RSA 9B2.271  When calculating the amount of 
spectrum owned by a merged AT&T and Dobson in various Texas counties, Mid-Tex Cellular uses total 
CMRS Spectrum, which it defines as cellular, PCS, and AWS spectrum.272 However, Mid-Tex Cellular
also cites the Commissions previous use of a 70 MHz initial spectrum screen, which, as discussed above, 
is based on an analysis that does not include AWS or 700 MHz.  
91. We disagree with Mid-Tex Cellulars analysis of spectrum holdings.  As the Applicants point 
out, Mid-Tex Cellulars calculations of the merged entitys spectrum holdings in Texas RSA 9B2 include 
the Applicants AWS-1 holdings, but not the additional AWS-1 spectrum when calculating the total 
available spectrum.273  In addition, Mid-Tex Cellular is treating the 70 MHz initial screen as an absolute 
value instead of analyzing the market based on the total spectrum available to other providers, as the 
Commission analyzes spectrum holdings.  In effect, Mid-Tex Cellular is calculating the Applicants
merged spectrum holding percentages with AWS-1 in the numerator of the fraction, but not the 
denominator.274
92. We also reject Mid-Tex Cellulars requests that we condition this transaction by significantly 
limiting the merged entitys ability to participate in the upcoming 700 MHz auction.  In its petition, Mid-
Tex Cellular requests that the Commission condition approval of the proposed transaction by prohibiting 
the merged entity from bidding in Auction 73 for any 700 MHz licenses in any area in which the merged 
entity controls or has a 10 percent or greater interest in 70 MHz of CMRS spectrum.275 In that filing, 
Mid-Tex Cellular argues that the Commission imposed a similar spectrum divestiture in the Cingular-
AT&T Wireless transaction.276 In its Reply, Mid-Tex Cellular modifies its proposed condition, and now 
requests that the Commission not preclude the merged entitys participation in Auction 73, but condition 
the instant transaction on requiring that, within 12 months of the conclusion of the auction, the merged 
entity divest any spectrum in excess of 70 MHz held in any county in which it has interests in more than 
70 MHz of CMRS spectrum.277 The Applicants argue that the Commission specifically declined to 
impose any eligibility requirements in terms of participation in Auction 73.278  Further, the Applicants 
state that Mid-Tex Cellulars reliance on the Cingular-AT&T Wireless Order is misplaced because 
Cingular voluntarily committed not to participate in PCS Auction 58.279
  
271 Mid-Tex Cellular Petition to Deny at 7.  Mid-Tex estimates that the merged entity will hold almost two thirds of 
the market share in Texas RSA 9B2 and two to three times the amount of spectrum of the next largest spectrum 
holder in the market.  Id. at 6; Mid-Tex Cellular Reply at 2-3.
272 Mid-Tex Cellular Petition to Deny at 2.
273 Joint Opposition at 3-5.
274 Id. at 3.
275 Mid-Tex Cellular Petition to Deny at 7.
276 Id.
277 Mid-Tex Cellular Reply at 4.
278 Joint Opposition at 12 (citing 700 MHz Second Report and Order at  256-59).
279 Id. at 13-14.
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93. We decline to require the spectrum divestitures that Mid-Tex Cellular requests.280 With 
respect to Mid-Tex Cellulars request for spectrum divestitures in Texas RSA 9B2, our in-depth 
analysis281 of Texas 9-Runnels CMA (CMA660) of which Texas RSA 9B2 is a part, demonstrates that the 
requested spectrum divestitures are not warranted on competitive grounds because there are sufficient 
other facilities-based providers in this market with sufficient spectrum to compete in the provision of 
mobile telephony services.282 Further, we decline to address Mid-Tex Cellulars request to implement a 
condition requiring AT&T to divest CMRS spectrum holding in excess of 70 MHz post Auction 73.  
Although Mid-Tex Cellular states that such a condition is consistent with actions taken by the 
Commission in the Cingular-AT&T Wireless Order, the Commission adopted this condition in the context 
of that transaction because Cingular and AT&T indicated that, if their applications were granted and the 
merger was consummated, it would not apply to bid in PCS Auction 58 for any licenses in any BTA in 
which Cingular would control, or had a 10 percent or greater interest in, 70 MHz or more of cellular 
and/or PCS spectrum.283  The Commission stated that Cingular committed itself to this restriction without 
regard to any finding that obtaining additional spectrum in PCS Auction 58 would result in competitive 
harm in any of these markets.284 Finally, the issue of whether the Commission should adopt spectrum 
aggregation limits in the context of Auction 73 has been raised in Petitions for Reconsideration of the 700 
MHz Second Report and Order and will be addressed in the context of that rulemaking proceeding.285  
94. In sum, in the analysis represented in this Memorandum Opinion and Order, we have fully 
taken account of the likely competitive effect harms resulting from this transaction, and we have imposed 
remedies consistent with that analysis.
C. Operation of Divestitures
95. Divestiture of the Operating Units, including the spectrum identified above (the Divestiture 
Assets), will be accomplished in the following way.  A Management Trustee shall be appointed to serve 
as manager of the Divestiture Assets until such assets are sold to third party purchasers or transferred to a 
Divestiture Trustee (who may be the same person as the Management Trustee).  During the period in 
which the Management Trustee is in day-to-day control of the Divestiture Assets, AT&T 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 Commissions regulatory powers and process with respect to license transfers and 
assignments and the terms of the agreements contained in the DOJ Stipulation and DOJ Proposed Final 
  
280 Similarly, because we find that the applications do not present a substantial and material question of fact and that 
grant of these applications with conditions serves the public interest, we dismiss Mid-Tex Cellulars request to 
designate the applications for hearing pursuant to Section 309(e) of the Act.  47 U.S.C.  309(e).   See Mid-Tex 
Cellular Petition to Deny at 7.
281 Such a condition too closely resembles the Commissions former cap on spectrum aggregation, which the 
Commission eliminated in 2001 in favor of a tailored case-by-case approach. See generally 2000 Biennial 
Regulatory Review Spectrum Aggregation Limits for Commercial Mobile Radio Services, WT Docket No. 01-14, 
Report and Order, 16 FCC Rcd 22668 (2001).
282 The Texas 9-Runnels CMA (CMA660) was caught by our initial screen.  This market will be more fully 
discussed in Appendix B (discussing this particular Non-Divestiture market).
283 Cingular-AT&T Wireless Order, 19 FCC Rcd at 21598-99  200.
284 Id.
285 See In the Matter of Service Rules for the 698-746,747-762 and 777-792 MHz Band, WT Dkt. No. 06-150, 
Petition for Reconsideration of the Ad Hoc Public Interest Spectrum Coalition at 1-5 (filed Sep. 24, 2007);  In the 
Matter of Service Rules for the 698-746, 747-762 and 777-792  MHz Band, WT Dkt. No. 06-150, Petition for 
Reconsideration of Frontline Wireless, LLC at 8-11 (filed Sep. 25, 2007).
Federal Communications Commission FCC 07-196
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Judgment.286
96. AT&T filed, on November 13, 2007, applications to enter into a short-term de facto transfer 
spectrum leasing arrangement in order to transfer certain Divestiture Assets in CMA448, CMA450, and 
CMA600 into the trust with the Management Trustee, and these applications include, as we require, a 
request to approve the identity of the Management Trustee and the terms of the trust agreement
(Management Trustee Agreement).287  We require that the remaining Divestiture Assets in CMA448, 
CMA450, CMA600, and CMA661 shall be transferred to the trust in accordance with the terms of this 
Order. AT&T and Dobson will have three business days after the adoption of this Order to file
applications to enter into the necessary short-term de facto transfer spectrum leasing arrangements to 
transfer the Divestiture Assets in these markets to the Management Trustee and will have five business 
days after the adoption of this order to transfer the Divestiture Assets in these markets to the Management 
Trustee.  The Management Trustee Agreement includes all reasonable and necessary rights, powers, and 
authorities to permit the Management Trustee to perform his duties of day-to-day management of the 
Divestiture Assets, in the ordinary course of business, in order to permit expeditious divestiture.288 The 
Management Trustee will serve at the cost and expense of the Applicants.289
97. From the date of release of this Order, and until the divestitures ordered herein have been 
consummated, both the Applicants and the Management Trustee shall preserve, maintain, and continue to 
support the Divestiture Assets and shall take all steps to manage them in a way as to permit prompt 
divestiture.  We require that the Applicants and the Management Trustee abide by the same provisions 
relating to the duties of the Management Trustee and the preservation of the Divestiture Assets as those 
contained in the DOJ Stipulation.290 We also require that, to the extent the DOJ Stipulation or the 
Management Trustee Agreement requires the Applicants or the Management Trustee to provide DOJ with 
any reports or requires that the Applicants seek any approvals from DOJ, the Applicants will also provide 
such reports to, and seek such approvals from, the Commission.291
98. The Applicants will be allowed 120 days from the closing of their transaction or five days 
after notice of entry of the Final Judgment, whichever is later (the Management Period), to divest the 
Divestiture Assets prior to the second stage of the divestiture procedures becoming operative.292 Upon 
  
286 DOJ Stipulation at 8-20; DOJ Proposed Final Judgment at 7-20.
287 Application for Short-Term De Facto Transfer Spectrum Leasing Arrangement between Oklahoma Independent 
RSA 5 Partnership and W. Stephen Cannon, Management Trustee, File No. 0003228645, at Exhibit 2 (filed Nov. 13, 
2007); Application for Short-Term De Facto Transfer Spectrum Leasing Arrangement between American Cellular 
Corporation and W. Stephen Cannon, Management Trustee, File No. 0003228650, at Exhibit 2 (filed Nov. 13, 
2007).  These applications were granted on November 14, 2007.  
288 An amendment to the Management Trustee Agreement adding the assets associated with the business units in the 
CMAs, which the Commission is requiring that the Applicants divest, will be filed with the applications to enter into 
the spectrum leasing arrangements in these markets.  The duties and responsibilities of the Management Trustee and 
the terms relating to how the Divestiture Assets are to be preserved during the term of the trust are more fully set 
forth in the DOJ Stipulation filed in the District Court for the District of Columbia on October 30, 2007, and in the 
Management Trustee Agreement.  See supra  8-9.  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.
289 DOJ Stipulation at 8; see also Management Trustee Agreement.
290 DOJ Stipulation at 8-20.
291 Id. at 10-11; see also Management Trustee Agreement.
292 DOJ Proposed Final Judgment at 8.
Federal Communications Commission FCC 07-196
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application by the Applicants to the Bureau, the Bureau may grant one or more extensions to the 
Management Period not to exceed 60 days in the aggregate to allow the Applicants further time to dispose 
of the Divestiture Assets.293
99. 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 agreement294 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.295  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.
100. The Divestiture Trustee shall use its best efforts to sell the Divestiture Assets within six 
months of appointment, subject to the Commissions 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 
Trustees efforts to sell the Divestiture Assets, the reasons why the Divestiture Assets have not been sold, 
and the Divestiture Trustees recommendations.  The Commission will consider such report and will issue 
such further orders as it considers appropriate.
101. To the extent that the Divestiture Assets are included within the DOJ Stipulation and the 
DOJ Proposed Final Judgment, we will allow the Applicants to proceed to divest such assets in 
accordance with the terms of the agreements that are contained in those documents.  To the extent that 
this Order requires divestitures in any market that are more extensive than those required by DOJ, we 
require that the Applicants comply with this Order and completely dispose of the Divestiture Assets 
included in such markets.  To the extent that we are requiring divestitures in additional markets than 
required by DOJ, we will require the Applicants, prior to closing their transaction, to provide the 
Commission with documentation substantially similar to that provided to DOJ with respect to the 
additional divestitures that we require herein.
102. To the extent that this Order, the Management Trust or Divestiture Trust conflicts with 
anything issued by the DOJ, the Applicants, the Management Trustee and the Divestiture Trustee must 
nonetheless comply with terms of this Order.
VI. CONCLUSION
103. We find that competitive harm is unlikely in most mobile telephony markets as a result of 
this transaction.  As discussed above, however, with regard to four local mobile telephony markets, our 
market-by-market analysis shows that likely competitive harms exceed likely benefits of the transaction, 
  
293 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 Commissions 
action with respect to such Divestiture Assets.
294 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.
295 Except to the extent that any provisions herein conflict, the duties and responsibilities of the Divestiture Trustee 
are more fully set forth in the DOJ Proposed Final Judgment and we require that the Applicants and the Divestiture 
Trustee fully comply with such provisions as if they were set forth herein in extenso.
Federal Communications Commission FCC 07-196
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and we therefore require remedies to ameliorate the expected harm. We also condition the proposed 
transaction to place an interim cap on high-cost, competitive Eligible Telecommunications Carrier 
support provided to AT&T and Dobson.
VII. ORDERING CLAUSES
104. 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), 310(d) of the 
Communications Act of 1934, as amended, 47 U.S.C.  154(i), (j), 309, 310(d), the applications for the 
transfer of control of licenses from Dobson Communications Corporation to AT&T, Inc. are GRANTED, 
to the extent specified in this Memorandum Opinion and Order and subject to the conditions specified 
herein.
105. IT IS FURTHER ORDERED that, pursuant to section 214 of the Communications Act of 
1934, as amended, 47 U.S.C.  214, and sections 63.04 and 63.24 of the Commission's rules, 47 C.F.R. 
 63.04, 63.24, the applications to transfer control of domestic and international section 214 
authorizations from Dobson Communications Corporation to AT&T, Inc. are GRANTED.
106. IT IS FURTHER ORDERED that the above grant shall include authority for AT&T, Inc.
to acquire control of:  (a) any license or authorization issued to Dobson Communications Corporation and 
its subsidiaries during the Commissions 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.
107. IT IS FURTHER ORDERED that the Commissions grant of the transfer of control of 
licenses from Dobson to AT&T is conditioned upon the completion of the divestitures described in Part V 
of this Memorandum Opinion and Order.
108. IT IS FURTHER ORDERED that the Commissions grant of the transfer of control of 
licenses from Dobson to AT&T is conditioned upon AT&Ts commitment to an interim cap of high-cost, 
competitive ETC support, which is based on AT&T and Dobsons level of competitive ETC support as of 
June 2007, as described in Part IV.E.2 of this Memorandum Opinion and Order.
109. 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 Dobson Communications Corporation to AT&T, Inc. filed by East 
Kentucky Network, LLC and Mid-Tex Cellular LTD. are DENIED and GRANTED IN PART for the 
reasons stated herein.
110. IT IS FURTHER ORDERED that this Memorandum Opinion and Order 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.
FEDERAL COMMUNICATIONS COMMISSION
Marlene H. Dortch
Secretary
Federal Communications Commission FCC 07-196
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APPENDIX A
Market-Specific Analysis of Markets Involving Divestiture
Set forth below is a detailed examination of each of the CMA markets in which we determine that 
the public interest would not be served by the proposed transfer of control of Dobson to AT&T and would 
likely lead to anticompetitive harms, absent a remedy.
The market share and HHI information appearing herein are derived from our analysis of three 
sets of data: geographic service provision data, Local Number Portability (LNP) data, and data compiled 
in our Numbering Resource Utilization / Forecast (NRUF) database.  Using these different sets of data to 
cross-check against each other, we find that they essentially corroborate each other.  When combined with 
the other factors in our multi-factor, market-specific analysis, we have a reliable basis for drawing 
competition-related conclusions based on the totality of the circumstances that are present in a given 
market.
Kentucky 6-Madison (CMA448)
In the Kentucky 6-Madison CMA (which has a population of about 277,683), there are four 
wireless service providers with a market share greater than [REDACTED] percent, which is the standard 
we have raised in recent wireless orders to identify service providers with sufficient share to be counted 
as actual competitors in the market.  AT&T has [REDACTED] percent of the wireless subscribers while 
Dobson has [REDACTED] percent.  If these two entities were combined, this would lead to a post-merger 
share of [REDACTED] percent.  The two other carriers in this CMA with market share greater than 
[REDACTED] percent are: Sprint Nextel, with [REDACTED] percent of the subscribers, and T-Mobile
with [REDACTED] percent.  There are also three facilities-based service providers in this CMA with 
market share less than [REDACTED] percent  BlueGrass with [REDACTED] percent, Ramcell with 
[REDACTED] percent, and Verizon Wireless with [REDACTED] percent.
The post-merger HHI in the CMA would be [REDACTED], representing an increase of 
[REDACTED] from the current figure.  These numbers indicate a likelihood that there would be a major 
change in the character of competition after the merger in this CMA.
In terms of network coverage of this CMA, both AT&T and Dobson have launched service in all 
eight counties of the CMA and have network coverage throughout it as well.  In addition, Sprint Nextel 
covers 91 percent of the population and 75 percent of the land area; and T-Mobile covers 69 percent of 
the population and only 36 percent of the land area.  Sprint Nextel network significantly covers six out of 
the eight counties and T-Mobiles significantly covers three out of the eight counties.  This transaction 
results in a reduction of competitors to three or fewer service providers in seven out of eight counties and 
these counties reflect approximately 75 percent of the CMA population.
We also have analyzed wireless LNP data to gauge how consumers view the substitutability of 
AT&T and Dobson. This information includes each instance of a customer porting a phone number from 
one mobile carrier to another, and indicates both the origin and destination carrier.  Thus, we can 
determine the aggregate customer flows between AT&T and Dobson for the Kentucky 6-Madison CMA.  
As discussed in recent merger orders, there are several reasons why the porting data may not accurately 
reflect the substitutability between AT&T and Dobson.296
  
296 See, e.g., Sprint-Nextel Order, 20 FCC Rcd at 14004-05  102.
Federal Communications Commission FCC 07-196
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AT&T had a total of [REDACTED] mobile-to-mobile ports out through year-end 2006:  
[REDACTED] ports were to Dobson (reflecting [REDACTED] percent of AT&Ts ports), [REDACTED]
to Sprint Nextel (reflecting [REDACTED] percent of AT&Ts ports), and [REDACTED] to T-Mobile 
(reflecting [REDACTED] percent of AT&Ts ports).  Dobson had a total of [REDACTED] mobile to 
mobile ports out through year-end 2006:  [REDACTED] ports were to AT&T ([REDACTED] percent of 
Dobsons ports), [REDACTED] to Sprint Nextel (reflecting [REDACTED] percent of Dobsons ports), 
and [REDACTED] to T-Mobile (reflecting [REDACTED] percent of Dobsons ports).
With regard to AWS-1 spectrum, it does not appear that there is any required relocation of 
transmitters or receivers by government users in the CMA.297 As a result, AWS-1 spectrum in this CMA 
is available for deployment by commercial licensees.  With regard to BRS spectrum, a transition plan has 
been filed for one out of four BTAs that coincide with this CMA, but a completion notification has not 
been filed for this plan.  Therefore, BRS spectrum is not included in the analysis of the competitive 
effects of this transaction for this CMA.
The merged entity would hold between 55-105 MHz of cellular, PCS, SMR and 700 MHz 
spectrum on a county-by-county basis within the CMA.  AT&T and Dobson combined would also hold 
an additional 20 MHz of AWS-1 spectrum throughout the Madison CMA.  In summary, the merged 
entitys total spectrum aggregation on a county-by-county basis in this CMA would come to 75-125 MHz 
out of a possible 370 MHz, reflecting approximately 20 to 32 percent of the spectrum currently available 
for the provision of mobile telephony services.     
With the consideration of cellular, PCS, SMR, 700 MHz, and AWS-1 spectrum, eight additional 
licensees hold spectrum throughout the entire CMA  Appalachian Wireless, Barat Wireless, Leap, 
Qualcomm, SpectrumCo., Sprint Nextel, T-Mobile, and Verizon Wireless. Also, three other licensees 
hold this spectrum in various counties in this CMA  BlueGrass Cellular, Northstar, and Ramcell.
Conclusion.  A full business unit divestiture is required in this CMA because there is a significant 
likelihood of competitive harm.  If a divestiture in this CMA were not required, there would be three or 
fewer facilities-based providers (including the merged entity) that would be considered sufficiently built 
out in this CMA.  As a result, there would be a significant increase in the probability that the merged 
entity would behave in an anti-competitive manner.  The proposed transaction would involve combining 
the [REDACTED] and [REDACTED] largest providers in terms of market share and the resulting entity 
would be more than [REDACTED] to [REDACTED]times as large as the other two service providers in 
the CMA with a greater than [REDACTED] percent market share.  Further, this transaction would reduce 
the number of service providers to three or fewer in seven of the eight counties and these seven counties 
reflect approximately 75 percent of the CMA population.  Combined with the fact that AT&T would have 
approximately [REDACTED] percent of the subscribers, we find it highly likely that AT&T would be 
able to profitably raise prices or lower the quality of wireless service.  Therefore, on the basis of the 
record, we conclude that there is a substantial risk that the transaction, without conditions, would lead to 
anticompetitive harms in this CMA.
Kentucky 8-Mason (CMA450)
  
297 See http://www.ntia.doc.gov/osmhome/reports/specrelo/index.htm (providing information on AWS relocation, 
including a relocation schedule and cost summary for AWS-1 relocation).
Federal Communications Commission FCC 07-196
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In the Kentucky 8-Mason CMA (which has a population of about 124,331), AT&T and Dobson 
are the only two service providers with more than [REDACTED] percent market share.  AT&T has 
[REDACTED] percent of the wireless subscribers while Dobson has [REDACTED] percent.  If these two 
entities were combined, this would lead to a post-merger share of [REDACTED] percent.  There are four 
facilities-based service providers in this CMA with less than a [REDACTED] percent share 
Appalachian Wireless with [REDACTED] percent, Sprint Nextel with [REDACTED] percent, T-Mobile 
with [REDACTED] percent, and Verizon Wireless with [REDACTED]percent.
The post-merger HHI in the CMA would be [REDACTED], representing an increase of 
[REDACTED] from the current figure.  These numbers indicate a likelihood that there would be a major 
change in the character of competition after the merger in this CMA.
In terms of network coverage of this CMA, both AT&T and Dobson have launched service in all 
ten counties of the CMA and have network coverage throughout all counties as well.  Sprint Nextel 
covers 60 percent of the population and 41 percent of the land area.  T-Mobile and Verizon Wireless each 
cover less than 20 percent of the population and less than 10 percent of the land area.
We also have analyzed wireless LNP data to gauge how consumers view the substitutability of 
AT&T and Dobson.  AT&T had a total of [REDACTED] mobile-to-mobile ports out through year-end
2006:  [REDACTED] ports were to Dobson (reflecting [REDACTED] percent of AT&Ts ports), 
[REDACTED] to Sprint Nextel (reflecting [REDACTED] percent of AT&Ts ports), [REDACTED] to 
T-Mobile (reflecting [REDACTED] percent of AT&Ts ports), and [REDACTED]to Verizon Wireless 
(reflecting [REDACTED] percent of AT&Ts ports).  Dobson had a total of [REDACTED] mobile to 
mobile ports out through year-end 2006: [REDACTED] ports were to AT&T ([REDACTED] percent of 
Dobsons ports), [REDACTED] to Sprint Nextel (reflecting [REDACTED] percent of Dobsons ports), 
[REDACTED] to T-Mobile (reflecting [REDACTED] percent of Dobsons ports), and [REDACTED] to 
Verizon Wireless (reflecting [REDACTED] percent of Dobsons ports).
With regard to AWS-1 spectrum, it does not appear that there is any required relocation of 
transmitters or receivers by government users in the CMA.  As a result, AWS-1 spectrum in this CMA is 
available for deployment by commercial licensees.  With regard to BRS spectrum, BRS spectrum, a 
transition plan has been filed for all of the BTAs that coincide with this CMA but a completion 
notification has not been filed for these plans.  Therefore, BRS spectrum is not included in the analysis of 
the competitive effects of this transaction for this CMA.
The merged entity would hold between 65-90 MHz of cellular, PCS, SMR, and 700 MHz 
spectrum on a county-by-county basis within the CMA.  AT&T and Dobson combined would also hold 
an additional 20-40 MHz of AWS-1 spectrum on a county-by-county basis within the CMA.  In 
summary, the merged entitys total spectrum aggregation on a county-by-county basis in this CMA would 
come to 85-130 MHz out of a possible 370 MHz, reflecting approximately 23 to 35 percent of the 
spectrum currently available for the provision of mobile telephony services.     
With the consideration of cellular, PCS, SMR, 700 MHz, and AWS-1 spectrum, six additional 
licensees hold spectrum throughout the entire CMA  Appalachian Wireless, Leap, Qualcomm, Sprint 
Nextel, T-Mobile, and Verizon Wireless. Also, seven other licensees hold this spectrum in various 
counties in this CMA  Atlantic Wireless, Barat Wireless, Cincinnati Bell, Ntelos, Scott Reiter, 
SpectrumCo., and Wirefree. 
Conclusion.  A full business unit divestiture is required in this CMA because there is a significant 
likelihood of competitive harm.  If a divestiture in this CMA was not required, there effectively would be 
Federal Communications Commission FCC 07-196
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a monopoly (the merged entity) in this market.  Post transaction, the merged entity would be the only 
facilities-based provider that would be sufficiently built out in this CMA, and as a result, there would be a 
significant increase in the probability that the merged entity would behave in an anti-competitive manner.  
No other carrier appears to have the facilities in place to respond quickly and effectively to any 
anticompetitive actions by the merged entity.  Therefore on the basis of the record, we conclude that there 
is a substantial risk that the transaction, without conditions, would lead to anticompetitive harms in this 
CMA.
Oklahoma 5-Roger Mills (CMA600)
In the Oklahoma 5-Roger Mills CMA (which has a population of about 60,223), there are four 
wireless service providers with a market share greater than [REDACTED] percent.  AT&T has 
[REDACTED] percent of the wireless subscribers while Dobson has [REDACTED] percent.  If these two 
entities were combined, this would lead to a post-merger share of [REDACTED] percent. The two other 
carriers in this CMA with market share greater than [REDACTED] percent are: Pioneer Enid, with 
[REDACTED] percent and Sprint Nextel, with [REDACTED] percent of the subscribers.  There are two 
facilities-based service providers in this CMA with market share less than [REDACTED] percent  T-
Mobile with [REDACTED] percent and U.S. Cellular with [REDACTED] percent.
The post-merger HHI in the CMA would be [REDACTED], with an increase of [REDACTED]
from the current figure.  These numbers indicate a likelihood that there would be a major change in the 
character of competition after the merger in this CMA.
In terms of network coverage of this CMA, AT&T has launched throughout the CMA and has a 
network throughout as well, covering 100 percent of the population and 99 percent of the land area.  
Dobson has launched in part of this CMA and its network covers approximately 70 percent of the 
population and land area of the CMA.  In addition, Pioneer Enid covers 67 percent of the population and 
84 percent of the land area, and Sprint Nextel covers 72 percent of the population and 56 percent of the 
land area. 
We also have analyzed wireless LNP data to gauge how consumers view the substitutability of 
AT&T and Dobson.  AT&T had a total of [REDACTED] mobile-to-mobile ports out through year-end
2006:  [REDACTED] ports were to Dobson (reflecting [REDACTED] percent of AT&Ts ports), 
[REDACTED] to Sprint Nextel (reflecting [REDACTED] percent of AT&Ts ports), and [REDACTED] 
to Pioneer Enid (reflecting [REDACTED] percent of AT&Ts ports).  Dobson had a total of 
[REDACTED] mobile-to-mobile ports out through year-end 2006:  [REDACTED] ports were to AT&T
([REDACTED] percent of Dobsons ports), [REDACTED] to Sprint Nextel (reflecting [REDACTED] 
percent of Dobsons ports), and [REDACTED] to Pioneer Enid (reflecting [REDACTED] percent of 
Dobsons ports).
With regard to AWS-1 spectrum, it does not appear that there is any required relocation of 
transmitters or receivers by government users in the CMA.  As a result, AWS-1 spectrum in this CMA is 
available for deployment by commercial licensees.  With regard to BRS spectrum, a transition plan has 
been filed for the BTA that coincides with this CMA.  Therefore, BRS spectrum is included in the 
analysis of the competitive effects of this transaction for this CMA.
The merged entity would hold between 45-90 MHz of cellular, PCS, SMR and 700 MHz 
spectrum on a county-by-county basis within the CMA.  Neither AT&T nor Dobson holds BRS spectrum 
in this CMA.  AT&T and Dobson combined would also hold an additional 30 MHz of AWS-1 spectrum 
Federal Communications Commission FCC 07-196
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throughout the Roger Mills CMA.  In summary, the merged entitys total spectrum aggregation on a 
county-by-county basis within this CMA would come to 75-120 MHz out of a possible 443 MHz, 
reflecting approximately 17 to 27 percent of the spectrum currently available for the provision of mobile 
telephony services.
With the consideration of cellular, PCS, SMR, 700 MHz, AWS-1, and BRS spectrum, eight 
additional licensees hold spectrum throughout the entire CMA  Leap, Pioneer Enid, Qualcomm, 
SpectrumCo., Sprint Nextel, T-Mobile, U.S. Cellular, and Verizon Wireless. Also, five licensees hold 
this spectrum in various counties in this CMA  Baypoint TV, Clearwire, Hinton CATV, Libmont 
Communications, and Nextwave.   
Conclusion.  A full business unit divestiture is required in this CMA because there is a significant 
likelihood of competitive harm.  If a divestiture in this CMA was not required, there would be two 
facilities-based providers (including the merged entity) that would be considered sufficiently built out in 
this CMA.  As a result, there would be a significant increase in the probability that the merged entity 
would behave in an anti-competitive manner.  The proposed transaction would involve combining the 
[REDACTED] and [REDACTED] largest providers in terms of market share and the resulting entity 
would be [REDACTED] as large as the next largest service provider and over [REDACTED]as large as 
the other service provider in the CMA with a greater than [REDACTED]percent market share.  Further, 
the number of service providers with network facilities covering a significant portion of the CMA 
population would be reduced from three to two.  Combined with the fact that AT&T would have 
approximately [REDACTED] percent of the subscribers, we find it highly likely that AT&T would be 
able to profitably raise prices or lower the quality of wireless service.  Therefore, on the basis of the 
record, we conclude that there is a substantial risk that the transaction, without conditions, would lead to 
anticompetitive harms in this CMA.
Texas 10-Navarro (CMA661)
In the Texas 10-Navarro CMA (which has a population of about 335,717), there are five wireless 
service providers with a market share greater than [REDACTED] percent.  AT&T has [REDACTED] 
percent of the wireless subscribers while Dobson has [REDACTED] percent.  If these two entities were 
combined, this would lead to a post-merger share of [REDACTED] percent.  The other carriers with 
market share greater than [REDACTED] percent in this CMA are: ALLTEL, with [REDACTED] 
percent, Sprint Nextel, with [REDACTED] percent, and Verizon Wireless with [REDACTED] percent of 
the subscribers.  There is one facilities-based service provider with less than a [REDACTED] percent 
share in the Navarro CMA  T-Mobile with [REDACTED] percent.
The post-merger HHI in the CMA would be [REDACTED], with an increase of [REDACTED]
from the current figure.  These numbers indicate a likelihood that there would be a major change in the 
character of competition after the merger in this CMA.
In terms of network coverage of this CMA, AT&T and Dobson are launched throughout the 
CMA and both have network coverage throughout as well.  AT&T covers 96 percent of the population 
and 94 percent of the land area whereas Dobson covers 100 percent of the population and land area of the 
Navarro CMA.  In addition, ALLTEL covers 82 percent of the population and 81 percent of the land area, 
Sprint Nextel covers 62 percent of the population and 46 percent of the land area, and Verizon Wireless 
covers 56 percent of the population and 46 percent of the land area.  
Federal Communications Commission FCC 07-196
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We also have analyzed wireless LNP data to gauge how consumers view the substitutability of 
AT&T and Dobson.  AT&T had a total of [REDACTED] mobile-to-mobile ports out through year-end
2006:  [REDACTED] ports were to Dobson (reflecting [REDACTED] percent of AT&Ts ports), 
[REDACTED] were to ALLTEL (reflecting [REDACTED] percent of AT&Ts ports), [REDACTED] to 
Sprint Nextel (reflecting [REDACTED] percent of AT&Ts ports), and [REDACTED] to Verizon 
Wireless (reflecting [REDACTED] percent of AT&Ts ports).   Dobson had a total of [REDACTED] 
mobile-to-mobile ports out through year-end 2006:  [REDACTED] ports were to AT&T ([REDACTED]
percent of Dobsons ports), [REDACTED] were to ALLTEL (reflecting [REDACTED] percent of 
Dobsons ports), [REDACTED] to Sprint Nextel (reflecting [REDACTED] percent of Dobsons ports), 
and [REDACTED] to Verizon Wireless (reflecting [REDACTED] percent of Dobsons ports).
With regard to AWS-1 spectrum, it does not appear that there is any required relocation of 
transmitters or receivers by government users in the CMA, therefore AWS-1 spectrum in this CMA is 
available for deployment by commercial licensees.  In regards to BRS spectrum, a transition plan has 
been filed for the five BTAs that coincide with the Navarro CMA.  However, completion notifications 
have been filed for only three of the five BTAs.  These three BTAs encompass six out of 10 counties in 
this CMA, and reflect approximately 64 percent of the CMA population and 58 percent of the land area.  
Since over half the CMAs population and land area have completed notifications filed and a transition 
plan has been filed for the remainder of the BTAs associated with this CMA, we will include the BRS 
spectrum as part of our analysis. 
The merged entity would hold between 55-90 MHz of cellular, PCS, SMR and 700 MHz 
spectrum on a county-by-county basis within the CMA.  Neither AT&T nor Dobson holds BRS spectrum 
in this CMA.  AT&T and Dobson combined would also hold an additional 30 MHz of AWS-1 spectrum 
throughout the Navarro CMA.  In summary, the merged entitys total spectrum aggregation on a county-
by-county basis within this CMA would come to 105-120 MHz out of a possible 443 MHz, reflecting 
approximately 24 to 27 percent of the spectrum currently available for the provision of mobile telephony 
services.
With the consideration of cellular, PCS, SMR, 700 MHz, AWS-1, and BRS spectrum, seven
additional licensees hold spectrum throughout the entire CMALeap, Peoples Wireless, Qualcomm, 
Spectrum Co., Sprint Nextel, T-Mobile, and Verizon Wireless.  Also, eleven other licensees hold this 
spectrum in various counties in the Navarro CMA  Alda Wireless, ALLTEL, Atlantic Wireless, 
Clearwire, JRZ Associates, Libmont Communications, Lipscomb Interests, L.M. Beal, MetroPCS, PCTV 
Gold, and Sungilt.
Conclusion.  A full business unit divestiture is required in this CMA because there is a significant 
likelihood of competitive harm.  If a divestiture in this CMA was not required, there would be two 
facilities-based providers remaining in the market (including the merged entity) that would be considered 
sufficiently built out in this CMA.  As a result, there would be an increase in the probability that the 
merged entity would behave in an anti-competitive manner.  The proposed transaction would involve 
combining the [REDACTED] and [REDACTED] largest providers in terms of market share and the 
resulting entity would be [REDACTED] as large as the next two largest service providers and almost 
[REDACTED] as large as the other service provider in the CMA with a greater than [REDACTED] 
percent market share.  Further, the number of service providers with network facilities covering more than 
half of the CMA land area would be reduced from three to two.  Combined with the fact that AT&T 
would have approximately [REDACTED] percent of the subscribers, we find it highly likely that AT&T 
would be able to profitably raise prices or lower the quality of wireless service.  Therefore, on the basis of 
the record, we conclude that there is a substantial risk that the transaction, without conditions, would lead 
to anticompetitive harms in this CMA.
Federal Communications Commission FCC 07-196
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APPENDIX B
Market Specific Analysis of Texas-9 Runnels (CMA660)
Set forth below is a detailed examination of Texas 9 Runnels CMA (CMA660)  of which Texas 
RSA 9B2  a CMA market for which our initial screen indicated additional review was necessary but in 
which we determine that the public interest would be served by the proposed transfer of control of 
Dobson to AT&T and would likely not lead to anticompetitive harms that require a remedy.
The market share and HHI information appearing herein are derived from our analysis of three 
sets of data: geographic service provision data, Local Number Portability (LNP) data, and data compiled 
in our Numbering Resource Utilization / Forecast (NRUF) database.  Using these different sets of data to 
cross-check against each other, we find that they essentially corroborate each other.  When combined with 
the other factors in our multi-factor, market-specific analysis, we have a reliable basis for drawing 
competition-related conclusions based on the totality of the circumstances that are present in the market.
Texas-9 Runnels (CMA660)
In the Texas-9 Runnels CMA (which has a population of about 193,442), there are seven wireless 
service providers with market share greater than [REDACTED] percent, which is the standard we have 
used in recent wireless merger orders to identify service providers with sufficient share to be counted as 
actual competitors in the market.  AT&T has [REDACTED] percent of the wireless subscribers while 
Dobson has [REDACTED] percent.  If these two entities were combined, this would lead to a post-merger 
share of [REDACTED] percent.  The five other service providers in this CMA with market share greater 
than [REDACTED] percent are:  ALLTEL with [REDACTED] percent, Mid-Tex Cellular with 
[REDACTED] percent, Sprint Nextel with [REDACTED] percent, T-Mobile with [REDACTED] 
percent, and Verizon Wireless with [REDACTED] percent. There are no other service providers with 
market share in this CMA.
The post-merger HHI in the CMA would be [REDACTED], representing an increase of 
[REDACTED] from the current figure.  Based on the additional analysis below, however, we conclude 
that the level of competition in this CMA, post-transaction, would be more robust than the HHI figures 
suggest for several reasons.
In terms of network coverage of this CMA, AT&Ts network covers 40 percent of the CMA area 
and covers 42 percent of the CMA population.  AT&Ts network covers a significant portion of only five 
of eleven counties of this CMA.  Dobsons network covers 98 percent of the CMA area and covers 100 
percent of the CMA population.  Two other service providers, Sprint Nextel and T-Mobile, cover a 
significant portion of the population of the Runnels CMA.  Sprint Nextel covers 84 percent of the CMA 
population and T-Mobile covers 66 percent of the CMA population. Although Mid-Texs network does 
not cover as much of the population as Sprint Nextels or T-Mobiles network, it covers a greater share of 
the population (58 percent) than does AT&Ts network.  Further, Sprint Nextels network covers a 
significant portion of ten of the eleven counties that comprise this CMA.   T-Mobile only has significant 
network coverage in five counties.  Finally, this transaction results in three or fewer providers in only two 
out of eleven counties, and these two counties reflect only 12 percent of the total CMA population.
We also have analyzed wireless LNP data to gauge how consumers view the substitutability of 
AT&T and Dobson.  AT&T had a total of [REDACTED] mobile-to-mobile ports out in 2006:  
[REDACTED] of these ports were to Dobson (reflecting [REDACTED] percent of AT&Ts ports), 
Federal Communications Commission FCC 07-196
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[REDACTED] to ALLTEL (reflecting [REDACTED] percent of AT&Ts ports), [REDACTED] to Mid-
Tex (reflecting [REDACTED] percent of AT&Ts ports), [REDACTED] to Sprint Nextel (reflecting 
[REDACTED] percent of AT&Ts ports), [REDACTED] to T-Mobile (reflecting [REDACTED] percent 
of AT&Ts ports), and [REDACTED] to Verizon Wireless (reflecting [REDACTED] percent of AT&Ts 
ports).  Dobson had a total of [REDACTED] mobile-to-mobile ports out in 2006:  [REDACTED] ports 
were to AT&T ([REDACTED] percent of Dobsons ports), [REDACTED] to ALLTEL (reflecting 
[REDACTED] percent of Dobsons ports), [REDACTED] to Mid-Tex (reflecting [REDACTED] percent 
of Dobsons ports), [REDACTED] to Sprint Nextel (reflecting [REDACTED] percent of Dobsons ports), 
[REDACTED] to T-Mobile (reflecting [REDACTED] percent of Dobsons ports), and [REDACTED] to 
Verizon Wireless (reflecting [REDACTED] percent of Dobsons ports).
With regard to AWS-1 spectrum, it does not appear that there is any required relocation of 
transmitters or receivers by government users in the CMA.  As a result, AWS-1 spectrum in this CMA is 
available for deployment by commercial licensees.
The merged entity would hold between 45 and 90 MHz of cellular, PCS, SMR and 700 MHz 
spectrum on a county-by-county basis within the CMA.  AT&T and Dobson combined would hold an 
additional 10 to 20 MHz of AWS-1 spectrum on a county-by-county basis in the CMA.  In summary, the 
merged entitys total spectrum aggregation on a county-by-county basis in this CMA would come to 55-
100 MHz out of a possible 370 MHz, reflecting approximately 15 to 27 percent of the spectrum currently 
available for the provision of mobile telephony services.
With the consideration of cellular, PCS, SMR, 700 MHz, and AWS-1 spectrum, eight additional 
licensees hold spectrum throughout the entire CMA  Leap, Lin Television, Qualcomm, Sprint Nextel, T-
Mobile, Texas Telephone Coop, and Verizon Wireless.   Also seven other licensees hold spectrum in 
various counties in the CMA  ALLTEL, Coleman, CT Cube, Global Telecom, Mid-Tex, MetroPCS, and 
SpectrumCo.  
Conclusion.  A full business unit divestiture is not required in this CMA.  In the Runnels CMA, 
there effectively would be no change in the number of facilities-based service providers because AT&T, 
because it covers less than 50 percent of the CMA population, is not considered a facilities-based service 
provider today.   Post-transaction, we find that there would be two providers with significant build out 
and one additional carrier that could expand its network in a timely manner to mitigate any competitive 
harm.  Although the merged entity would have [REDACTED] market share in this CMA, six carriers 
with market share greater than [REDACTED] percent would remain in the market.  Further, there are 
three service providers that cover a greater percent of the population than AT&T  Mid Tex, Sprint 
Nextel, and T-Mobile.  In addition, the transaction reduces the number of providers to 3 or fewer only in 
counties that reflect only twelve percent of the CMA population.  Therefore, the service providers in the 
market should be able to respond effectively to anticompetitive actions by the merged entity.  As a result, 
it appears that the transaction is not likely to result in competitive harms in the Texas-9 Runnels CMA.  
Thus, we see no need for any type of spectrum or business unit divestiture in this market.
Federal Communications Commission FCC 07-196
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STATEMENT OF
COMMISSIONER MICHAEL J. COPPS
CONCURRING IN PART, DISSENTING IN PART
Re:  Applications of AT&T Inc. and Dobson Communications Corporation for Consent to Transfer 
Control of Licenses and Authorizations, WT Docket No. 07-153.
In this proceeding I vote (in the closest of calls) to concur in the underlying transaction, and to 
dissent (no close call at all) from a significant portion of the competitive analysis the Commission 
employs to justify its decision.  The changed analysis is so unwarranted that I came within an inch of 
dissenting to the entire item.
Since the Commissions short-sighted decision a few years ago to eliminate the CMRS spectrum 
aggregation limit, we have seen a wave of consolidation among wireless incumbents and a general 
drawing down on the storehouse of wireless competition that industry investment and wise FCC policy 
throughout the 1990s created.  I continue to have concerns about ever-increasing concentration in the 
wireless sector.  In this specific transaction, the Order allows an independent wireless company largely 
focused on serving rural America to be acquired by one of the two leading wireless companies 
companies that are owned in whole or in part by the leading wireline telephone companies.  In terms of 
intermodal competition, the order is silent, despite the reality that a parent company may be more than a 
little reluctant to employ its spectrum holdings to put competitive pressure on  or cannibalize existing 
revenue from  its wireline offerings.  In terms of intramodal competition, I fear this concentration could 
have important effects on the availability of roaming services and the choices consumers have.  The Order 
does condition the transaction on divestitures of business units in four markets in which, post-transaction, 
there would be fewer than three facilities-based providers.  I would prefer our remedies to be more 
extensive, and I am convinced that our statutory obligation to ensure that mergers are in the public interest 
provides ample authority for the Commission to go further than it did.  Nevertheless, I ultimately concur 
in todays decision because this transaction can serve the public interest by making upgraded networks, 
services and products available more quickly to many of Dobsons rural customers.  
I must dissent, however, to the orders dramatic change to the initial spectrum screen used in our 
case-by-case competitive analysis of wireless transactions in the post-spectrum cap world.  When we 
moved away from the spectrum caps bright-line test, the Commission committed to employing a multi-
factor, case-by-case analysis that insured, among other things, that the Commission took a hard look at 
markets in which a merged entity would have excessive spectrum holdings.  Up until todays decision, the 
initial spectrum screen flagged for more detailed Commission review any market in which the merged 
entity would hold 70 megahertz, which represents approximately one-third of the existing 200 megahertz 
of spectrum suitable for mobile telephony purposes.  This initial screen recognizes that spectrum is a 
publicly owned resource and is both a critical market input and significant barrier to entry.  It is therefore 
not surprising that Congress gave the Commission very specific responsibilities to promote competition, 
the efficient and intensive use of spectrum, and diverse control of spectrum by a wide variety of entities.  
Todays decision appears to ignore those Congressional directives, however,  and radically inflates the 
screen to 95 megahertz  in essence, finding that there is nothing per se problematic from a competitive 
standpoint with a single entity holding up to 94 megahertz of spectrum in a given market.  This sets a 
truly dangerous precedent.
In the Commissions rush to increase the screens denominator to 280 megahertz by including 80 
megahertz of commercial 700 MHz spectrum, we utterly fail to address the reality that the majority of this 
spectrum is quite possibly years away from being a part of any real numerator.  Competition and, more 
importantly, consumers are put at risk by this type of sloppy math.  The order concludes that the 700 MHz 
Federal Communications Commission FCC 07-196
57
spectrum is available on a nationwide basis and that a potential competitor can make a significant market 
impact by using this 700 MHz spectrum to discipline the mobile telephony market in less than a year and 
a half.  Unfortunately, this conclusion fails to overcome the troubling facts that (1) the auction and 
licensing process for the majority of the 700 MHz spectrum has yet to occur, and as a result, we have no 
idea who will be the relevant licensees (the identity of which could be highly important to the 
maintenance of competition); (2) it is an assumption based on faith to conclude that all of this spectrum 
will be immediately useful for the purposes envisioned herein on February 17, 2009; and, (3) it is not 
entirely clear when equipment will be readily available for mobile telephony purposes in the 700 MHz 
band.  Moreover, the Order ignores evidence in the record that even the 18 megahertz of 700 MHz 
spectrum previously auctioned and licensed currently is not able to impact the market.  One of the 
petitioners, a current 700 MHz licensee, argues that its 700 MHz license does not create any near-term 
prospects to discipline the mobile telephony market, due largely to the current unavailability of 700 MHz 
equipment.  Even the Applicants do not request the orders drastic departure from the existing spectrum 
screen.  Finally, the encouragement of a competitive wireless environment must include factors other than 
simply juggling numerators and denominators; it must take into account the practical realities of the 
marketplace.  The only clear formula I see at work here is a formula for more wireless industry 
consolidation. 
The Commission should not pretend to examine markets in which a merged entity would have an 
excessive amount of mobile telephony spectrum, while it hides its head in the sand by prematurely  
bumping up the spectrum screen to preclude such review.  I would have preferred that we wait and see 
how the mobile telephony market develops before we included the 700 MHz spectrum in our initial 
spectrum screen, and AWS and BRS in the competitive analysis.  I am particularly troubled by the fact 
that the order breaks with precedent at a time when the Commission has pending before it several other 
significant wireless transactions in addition to petitions for reconsideration of the 700 MHz Second 
Report and Order raising the issue of whether some type of spectrum aggregation limits are necessary in 
the 700 MHz band in order to meet our Congressional directives.  Frankly, this new methodologyif it 
goes uncorrecteddoes more to dissuade me from future approvals of transactions than it does to 
encourage me. 
Finally, I also express concerns about AT&Ts commitment to subject itself to an interim cap on 
the high-cost universal service support the company receives as a competitive eligible 
telecommunications carrier (CETC).  As I explained in my partial dissent to the recent ALLTEL-Atlantis 
transaction and in my dissent to the Joint Boards recommendation (in May of this year) for a general 
CETC cap, piecemeal Universal Service Fund (USF) reform is actually counter-productive to the far more 
important goal of rationally implementing comprehensive reform, particularly when the Joint Board 
currently is working hard to provide the Commission a recommendation on broader reform.
Federal Communications Commission FCC 07-196
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STATEMENT OF
COMMISSIONER JONATHAN S. ADELSTEIN
APPROVING IN PART, DISSENTING IN PART
Re:  Applications of AT&T Inc. and Dobson Communications Corporation for Consent to Transfer 
Control of Licenses and Authorizations, WT Docket No. 07-153.
I generally approve this merger because I believe it will expand and improve services and 
features that will be available to rural customers.  The combined entity will be able to offer the latest 
wireless technologies and services to traditionally underserved customers in rural America - benefits
already available to many urban consumers.  I am pleased that Dobsons rural customers will be able to 
take advantage of Wi-Fi and GPS-enabled handsets, new innovative service features, rate plans and an 
expanded geographic coverage.
Of course, a merger like this requires a thorough public interest review to ensure that we do not 
inadvertently disadvantage the very communities we are trying to protect.  An unchecked merger could 
harm the competitive environment in some communities in ways that the market is unlikely to overcome. 
So while I appreciate the Commission staffs analysis of the markets affected by the merger and fully 
support our decision to require divestiture in the markets identified in our Memorandum Opinion and 
Order, I am concerned that some markets have fallen through the cracks.
In addition, I am very troubled that this item includes, as part of its evaluation of the input market 
for spectrum and the potential competitive harms, the 80 MHz of the 698-806 MHz spectrum band (700 
MHz) in the total amount of spectrum suitable for mobile telephony nationwide.  The majority concludes 
that the timing of nationwide availability of the 700 MHz spectrum falls within the two-year time frame 
set out in the Merger Guidelines for when a significant market impact from entry must result.298 Hence, 
the Order determines that this additional spectrum should be considered a component of the input market 
for spectrum for evaluating this transaction.  This determination results in a 25 percent increase in the 
spectrum aggregation screen to 95 percent  a notable change which raises concerns regarding increased 
likelihood of competitive harm in certain overlapping markets.  Significantly, we do not know what the 
complete impact of the 700 MHz auction will be, how that spectrum will be distributed and whether any 
single party, including the acquiring party in this proceeding, might get a disproportionate share of the 
spectrum.  For these reasons, I am unable to fully support this aspect of the item.
With regard to AT&Ts voluntary commitment to an interim cap on its high-cost, competitive 
eligible telecommunications carrier support, I must also reiterate that my support for this transfer of 
control does not prejudge my consideration of the broad policy issues regarding whether an interim cap 
on universal service support is the appropriate vehicle to address the growth of the high cost fund.  And 
while the interim cap included in this Order is voluntary, it is an issue that I continue to believe should be 
resolved in the relevant proceeding.
For these reasons, I approve and dissent in part in my decision today.
  
298 Horizontal Merger Guidelines, U.S. Department of Justice and Federal Trade Commission,  3.2 Timeliness of 
Entry.
Federal Communications Commission FCC 07-196
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STATEMENT OF
COMMISSIONER ROBERT M. McDOWELL
Re: Applications of AT&T Inc. and Dobson Communications Corporation For Consent to Transfer 
Control of Licenses and Authorizations, File Nos. 0003092368, et al., WT Docket No. 07-153.
I am pleased to support approval of this transaction given the numerous public interest and 
consumer benefits, especially for rural and suburban Alaskan consumers.  The merger will provide 
Dobsons customers with access to the full range of services available on AT&Ts national GSM-EDGE 
network and will allow Dobsons customers to make and receive voice calls in more than 190 countries, 
and access data services in 120 countries, through AT&Ts roaming partners.  As discussed below, 
however, I question the necessity of introducing a new economic analytical framework as part of this 
Order.  
In todays order, the Commission adds 700 MHz band spectrum to its market screen for spectrum 
suitable for provision of mobile telephony services.  While it is certainly important that we update our 
analytical tools from time to time, this action is decidedly premature and introduces an unnecessary level 
of complexity into the Commissions market analyses.  I also wonder how the new framework will affect 
participation in the forthcoming auction of 700 MHz spectrum.
The Order concludes that 700 MHz band spectrum not only is technically capable of supporting 
mobile services, but also is in many respects ideally suited for the provision of these services.  This may 
be true; however, at this preliminary stage, we have little, if any, idea how auction winners will elect to 
use this spectrum.  Nor should we -- the Part 27 licensing rules expressly welcome flexible uses within 
this band.  And, at least one current operator is deploying mobile broadcast services.  The Order also 
concludes that 700 MHz band spectrum is available on a nationwide basis.  Actually, Congress has 
determined that the spectrum will not be fully available until February 17, 2009, which is over one year 
away.  
The fact is that the capabilities of the 700 MHz band spectrum are irrelevant until the band is 
licensed, cleared of incumbent users, built out, and used to provide services to Americas consumers.  
Moreover, I wonder whether the distinctions for the purposes of this market screen between the cellular, 
PCS, SMR, 700 MHz, AWS-1 and BRS spectrum bands are still necessary or appropriate.  Perhaps our 
overdue 12th Annual Wireless Competition Report will more thoroughly analyze this issue.         
Once again, the Commission raises more questions than it answers, and appears to bind future 
Commission action, and dictate or bind government policy.  I am concerned that we are regulating 
unnecessarily without thinking through possible unintended consequences.  This is especially unfortunate 
given the critical need for market certainty as we approach the 700 MHz auction.