Attachment Attachment 1

This document pretains to ITC-ASG-20130522-00143 for Assignment on a International Telecommunications filing.

IBFS_ITCASG2013052200143_997801

TracFone Wireless, Inc. FCC Form 214 Attachment 1 Answer to Question 10 Section 63.18(c): The name, title, post office address, and telephone number of the officer and any other contact point, such as legal counsel, to whom correspondence concerning the application is to be addressed. Assignor Start Wireless Group, Inc. d/b/a Page Plus Cellular Attention: David Gall, Financial Officer 1615 Timberwolf Drive Holland, Ohio 43528 (800) 550-2436 [ext. 362] dgall@pagepluscellular.com Robert E. Levine, Esq. Law Offices of Robert E. Levine 1750 K Street, N.W. Suite 350 Washington, DC 20006 (202) 775-6611 relevine@att.net Assignee TracFone Wireless, Inc. Attention: Richard B. Salzman, Secretary, Executive Vice President and General Counsel 9700 NW 112th Avenue Miami, Florida 33178 (305) 640-2054 rsalzman@tracfone.com Mitchell F. Brecher, Esq. Greenberg Traurig LLP 2101 L St., N.W. Suite 1000 Washington, DC 20037 (202) 331-3152 brecherm@gtlaw.com 1

TracFone Wireless, Inc. FCC Form 214 Attachment 1 Section 63.18(d): A statement as to whether the applicant has previously received authority under Section 214 of the Act. TracFone has previously received authorization from the Commission under Section 214 of the Communications Act of 1934, as amended, to resell the international switched services of unaffiliated U.S. international facilities-based carriers, either directly or indirectly through the resale of another U.S. resale carrier's international switched services, pursuant to Section 63.18(e)(2) of the Commission’s rules (File No. ITC-214-20030401-00162). Answer to Question 11 Section 63.18(h): The name, address, citizenship, and principal business of each person or entity that directly or indirectly owns at least ten percent of the equity of assignee, and the percentage of equity owned by each of those entities (to the nearest one percent). Name: AMX USA Holding, S.A. de C.V. Address: Lago Zurich No. 245, Plaza Carso / Edificio Telcel, Colonia Granada Ampliación Mexico, D.F. 11529 Citizenship: Mexico Principal Business: Holding company for telecommunications- related investments Percentage: 98.2%1 Name: Sercotel, S.A. de C.V Address: Lago Zurich No. 245, Plaza Carso / Edificio Telcel, Colonia Granada Ampliación Mexico, D.F. 11529 Citizenship: Mexico Principal Business: Holding company for telecommunications- related investments Percentage: Sercotel directly owns 100% of AMX USA Holding Name: América Móvil, S.A.B. de C.V. 1 F.J. Pollak, a U.S. citizen, holds the remaining 1.8% of TracFone’s capital stock. 2

TracFone Wireless, Inc. FCC Form 214 Attachment 1 Address: Lago Zurich No. 245, Plaza Carso / Edificio Telcel, Colonia Granada Ampliación Mexico, D.F. 11529 Citizenship: Mexico Principal Business: Holding company for telecommunications- related investments Percentage: América Móvil directly owns 100% of Sercotel. Based on the most recent publicly available information, approximately 21.24% of the equity (approximately 45.02% of the voting stock) of América Móvil is owned directly or indirectly, including beneficially owned, through a trust for the benefit of Carlos Slim Helú and certain members of his family, all of whom are Mexican citizens. Other Mexican and foreign investors hold the remaining equity and voting stock of América Móvil.2 No public investor holds more than 10% of América Móvil’s capital stock. 2 Inmobiliaria Carso, S.A. de C.V., (a non-public holding company wholly owned by the Slim family and duly organized under Mexican laws) also owns shares of América Móvil that represent less than ten percent of the voting shares of América Móvil. In addition, Carlos Slim Helú and members of his family individually own shares of América Móvil, though none in his or her individual capacity owns more than ten percent of the voting shares of América Móvil. Collectively, members of the Slim family, the Slim family trust, and Inmobiliaria Carso hold 42.27% of the equity and 65.50% of the voting stock in América Móvil. In addition, AT&T Inc. (“AT&T”) (formerly known as SBC International, Inc.), a widely and publicly held corporation incorporated under the laws of the state of Delaware, holds approximately 9.11% of the equity (approximately 24.5% of the voting stock) of América Móvil through AA shares. Based on beneficial ownership reports filed with the U.S. Securities and Exchange Commission (“SEC”) on March 1, 2011, AT&T also owned approximately 752 million L shares. As of April 30, 2011, 38.7% of the outstanding L shares of América Móvil were represented by L Share ADSs, each representing the right to receive 20 L shares, and 99.3% of the L Share ADSs were held by registered holders with addresses in the United States. 33.7% of the A shares were held in the form of A Share ADSs, each representing the right to receive 20 A shares, and 99.5% of the A Share ADSs were held by registered holders with addresses in the United States. 3

TracFone Wireless, Inc. FCC Form 214 Attachment 1 Answer to Question 12 Section 63.18(h): The applicant shall also identify any interlocking directorates with a foreign carrier. The following are TracFone’s interlocking directorates with a foreign carrier: Alejando Jimenez Cantu, TracFone Director América Móvil Perú (Peru), Director BCP, S.A. (Brazil), Director Compañía de Telecomunicaciones de El Salvador (El Salvador), Director Carlos José García Moreno Elizondo, TracFone Director América Móvil Perú (Peru), Director Telmex Colombia (Colombia), Director Compañía de Telecomunicaciones de El Salvador (El Salvador), Director Comunicación Celular S.A. (Colombia), Director Radiomóvil Dipsa, S.A. de C.V. (Mexico), Director Telecomunicaciones de Guatemala (Guatemala), Director Answer to Question 13 On April 29, 2013, Applicants executed an Asset Purchase Agreement whereby TracFone will purchase from Start Wireless Group, Inc. d/b/a Page Plus Cellular (“Page Plus”) its customer base and other assets associated with its domestic and international telecommunications services operations, including its blanket Section 214 authority to provide interstate telecommunications services and its Section 214 authority to provide resold international telecommunications services (File No. ITC-214-20101215-00483, granted February 24, 2011). Accordingly, TracFone will replace Page Plus as the telecommunications service provider to Page Plus’s 4

TracFone Wireless, Inc. FCC Form 214 Attachment 1 customers. Answer to Question 14 Section 63.18(1): A certification as to whether or not the applicant is, or is affiliated with, a foreign carrier. The certification shall state with specificity each foreign country in which the applicant is, or is affiliated with, a foreign carrier. TracFone certifies that it is not a foreign carrier. TracFone is affiliated with foreign carriers operating in Argentina, Brazil, Chile, Colombia, Ecuador, El Salvador, Guatemala, Honduras, Mexico, Nicaragua, Paraguay, Peru, Uruguay, and Venezuela. TracFone has previously advised the Commission of each of these affiliations.3 Answer to Question 15 If this application is granted and the proposed assignment is consummated, TracFone would be authorized to provide service to several destination countries for which the following statement is true: An entity that owns more than 25 percent of the Section 214 holder, or that controls the Section 214 holder, controls a foreign carrier in that country. TracFone has previously advised the Commission of all countries each foreign carrier and country for which the previous statement is true in its International Section 214 Application and FCC Foreign Carrier Affiliations Notifications identified in footnote 3. Upon grant of this Application and consummation of the proposed transaction, TracFone will relinquish the international Section 214 authorization held by Page Plus (File No. ITC-214-20101215-00483, granted February 24, 3 See File Nos. ITC-214-20030401-00162; FCN-NEW-20031121-00022; FCN-NEW-20040220- 00004; FCN-NEW-20040323-00008; FCN-NEW-20040513-00014; FCN-NEW-20040729- 00025; FCN-NEW-20050609-00016; FCN-NEW-20050811-00021; FCN-NEW-20050901- 00023; FCN-NEW-20050909-00028; and FCN-NEW-20111230-00027. 5

TracFone Wireless, Inc. FCC Form 214 Attachment 1 2011) and will provide service to the acquired customers pursuant to its existing Section 214 authorization. Therefore, Question 15 is not relevant to this Application. Answer to Question 16 Pursuant to TracFone’s Section 214 authority (File No. ITC-214-20030401-00162) TracFone is classified as a non-dominant provider on all routes between the United States and those countries listed in the Answer to Question 14. TracFone qualifies for a presumption of non-dominance on all routes under Section 63.10(a)(4) of the Commission’s rules because TracFone only resells international switched telecommunications services of unaffiliated U.S. facilities-based carriers. As noted in TracFone’s Answer to Question 15, upon grant of this Application, TracFone will relinquish the international Section 214 authorization held by Start Wireless Group, Inc. d/b/a Page Plus Cellular and will provide service to the acquired customers pursuant to its own Section 214 authorization. Therefore, the Commission does not need to determine whether to classify TracFone as a non-dominant carrier based on the proposed transaction that is the subject of this Application. Answer to Question 20 The Applicants request streamlined processing of the Application because, upon grant of this Application and consummation of the proposed transaction, TracFone will relinquish the international Section 214 authorization held by Page Plus (File No. ITC-214-20101215-00483, granted February 24, 2011) and will provide service to the acquired customers using its own Section 214 authorization. The Applicants also request streamlined processing of this Application pursuant to Sections 63.12(c)(1)(ii) and 63.12(c)(1)(iv). As indicated in its response to Question 14 above, TracFone is affiliated under the Commission’s rules with foreign carriers operating in Argentina, Brazil, Chile, Colombia, Ecuador, El Salvador, Guatemala, Honduras, 6

TracFone Wireless, Inc. FCC Form 214 Attachment 1 Mexico, Nicaragua, Paraguay, Peru, Uruguay, and Venezuela, all of which are WTO Member countries. In every destination market, TracFone either (1) is not affiliated with a foreign carrier; (2) is affiliated with a foreign carrier that qualifies for a presumption of non-dominance under Section 63.10(a)(3) of the Commission’s rules, 47 C.F.R. § 63.10(a)(3) (Argentina, Brazil, Chile, Colombia, Ecuador, Honduras, Nicaragua, Paraguay, Peru, Uruguay, and Venezuela); or (3) is affiliated with a foreign carrier in a WTO Member country, and TracFone qualifies for a presumption of non-dominance on such route under Section 63.10(a)(4) of the Commission’s rules, 47 C.F.R. § 63.10(a)(4), because TracFone seeks only to resell the international switched telecommunications services of unaffiliated U.S. facilities-based carriers on the route (El Salvador, Guatemala and Mexico). 7


Document Created: 2013-05-22 14:03:30
Document Modified: 2013-05-22 14:03:30
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