Attachment Attachment 1

This document pretains to ITC-T/C-20121018-00267 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2012101800267_971564

International Section 214 Transfer of Control Application Attachment 1 ATTACHMENT 1 TO FCC ELECTRONIC FORM FOR TRANSFER OF CONTROL OF INTERNATIONAL SECTION 214 AUTHORIZATION Pursuant to Section 214 of the Communications Act of 1934, as amended, (“the Act”), 47 U.S.C. § 214, and Section 63.24 of the Commission’s rules, 47 C.F.R. § 63.24, MetroPCS Communications, Inc. (“MetroPCS” or “Transferor”), a Delaware corporation, and Deutsche Telekom AG (“DT or “Transferee”) hereby request Commission consent to the transfer of control of the international Section 214 authorization held by MetroPCS Wireless, Inc., (“MetroPCS Wireless”), a Delaware corporation and wholly owned indirect subsidiary of MetroPCS, from MetroPCS to DT. Answer to Question 10 - Section 63.18(c)-(d): Transferor Information (MetroPCS Communications Inc.) Contact Information: MetroPCS Communications Inc. c/o Mark A. Stachiw 2250 Lakeside Boulevard Richardson, TX 75082 Tel: 214-570-5800 Fax: 866-685-9618 mstachiw@metropcs.com with a copy to Carl W. Northrop Telecommunications Law Professionals PLLC 875 15th Street, N.W., Suite 750 Washington, DC 20005 Tel: 202-789-3120 Fax: 202-789-3112 cnorthrop@telecomlawpros.com International Section 214 Authority: MetroPCS Wireless holds the international Section 214 authorization that is the subject of this application, File No. ITC-214-20011116-00601 (global facilities-based and global resale services). 1

International Section 214 Transfer of Control Application Attachment 1 Transferee Information (Deutsche Telekom AG): Contact Information: Deutsche Telekom AG c/o Dan Menser T-Mobile USA, Inc. 12920 SE 38th Street Bellevue, WA 98006 Tel: 425-383-4000 Fax: 425-383-4840 dan.menser@t-mobile.com with a copy to Nancy J. Victory Wiley Rein LLP 1776 K Street, N.W. Washington, DC 20006 Tel: 202-719-7344 Fax: 202-719-7049 nvictory@wileyrein.com International Section 214 Authority: DT does not hold any international Section 214 authorizations. DT indirectly wholly owns and controls T-Mobile USA, Inc., a Delaware corporation, and T-Mobile Puerto Rico LLC, a Delaware limited liability company, and has an indirect 53.6 percent equity interest in Iowa Wireless Services Holding Corporation, a Delaware corporation. T-Mobile USA, Inc. holds three international Section 214 authorizations, File Nos. ITC-214-20061004-00452 (global resale service), ITC-214-19960930-00473 (global resale service), and ITC-214-20120301-00067 (global resale service). T-Mobile Puerto Rico LLC holds one international Section 214 authorization, File No. ITC-214-20070626-00246 (global resale service). Iowa Wireless Services Holding Corporation holds one international Section 214 authorization, File No. ITC- 214-20020513-00251 (global resale service). In addition, DT (through its T-Systems North America, Inc. subsidiary) controls two other international Section 214 authorizations: ITC-214- 20020927-00514 (global facilities-based and resale services) and ITC-214-20040920-00370 (global facilities-based and resale services).1 1 The Section 214 authorizations held by T-Systems North America, Inc. are not involved in the instant transaction. 2

International Section 214 Transfer of Control Application Attachment 1 Answer to Question 11 - Section 63.18(h): The following entities hold a ten percent or greater ownership interest in DT: Name: Kreditanstalt fur Wiederaufbau (“KfW”) Address: Palmengartenstrasse 5-9 Frankfort, Germany 60325 Citizenship: Germany Principal Business: Commercial banking Percentage Held: KfW, a bank controlled by the German government and federal states, holds approximately 17 percent of the ownership interests of DT. Name: Federal Republic of Germany (“FRG”) Address: c/o Federal Ministry of Finance Wilhelmstr 97 Berlin, Germany 10117 Citizenship: Germany Principal Business: Government entity Percentage Held: FRG directly holds approximately 15 percent of the ownership interests of DT. FRG also directly holds approximately 80 percent of the ownership interests in KfW which, as described above, holds approximately 17.02 percent of the ownership interests in DT. Thus, FRG is deemed to hold approximately 32 percent of DT. No other person or entity has a direct or indirect, voting or equity ten percent or greater ownership interest in DT. Answer to Question 12 - Section 63.18(h): DT has the following interlocking directorates: (1) René Obermann is the Chairman, Board of Management of Deutsche Telekom AG and the Chairman, Supervisory Board of T- Systems International GmbH; (2) Raphael Kubler is a Member, Supervisory Board of Deutsche Telekom Kundenservice GmbH and a Member, Supervisory Board of T-Systems International GmbH. Answer to Question 13 - Narrative of Transaction and Public Interest Statement: Please see Attachment 3. Answer to Question 14 - Section 63.18(i): DT is a foreign carrier in Germany and is affiliated with the following foreign carriers (“Foreign Carrier Affiliates”): 3

International Section 214 Transfer of Control Application Attachment 1 Austria: DT indirectly holds a 100 percent ownership interest in the mobile service provider T- Mobile Austria GmbH. T-Systems Austria GmbH (“T-Systems Austria”), which is 100 percent owned by T-Systems International GmbH (“TSI”), a wholly owned subsidiary of DT, provides fixed line voice and data services on a resale basis in Austria. Belgium: T-Systems Belgium NV, an indirect wholly owned subsidiary of TSI, offers international fixed network telecommunications in Belgium. Bosnia-Herzegovina: DT is affiliated with Hrvatski Telekom d.d. (“HT”). HT, in turn, holds an approximate 39.1 percent ownership interest in Hrvatske telekomunikacije d.d. Brazil: TSI indirectly holds a 100 percent ownership interest in T-Systems Telecomunicacoes e Servicos Ltda, a licensed telecommunications carrier in Brazil. Canada: T-Systems Canada Inc. holds an international resale license to provide telecommunications services in Canada. It is an indirect wholly-owned subsidiary of TSI. Croatia: DT is affiliated with Hrvatski Telekomun d.d. (“HT”), which provides fixed line and mobile communications in Croatia. DT’s subsidiaries have agreed to be classified as a dominant carrier on the U.S.-Croatia route and to comply with the dominant carrier safeguards contained in Section 63.10 of the Commission's rules, 47 C.F.R. § 63.10. Czech Republic: DT is affiliated with T-Mobile Czech Republic a.s., a mobile service provider that provides a variety of mobile services on a nationwide basis in the Czech Republic, including voice, data and enhanced services. In addition, T-Systems Czech Republic a.s., a provider of data and network services in the Czech Republic, is a wholly-owned subsidiary of TSI. Denmark: T-Systems Nordic A/S, a wholly-owned subsidiary of TSI, is authorized to provide telecommunications service in Denmark. France: T-Systems France SAS, a wholly owned subsidiary of TSI, offers international fixed network telecommunications. Germany: Telekom Deutschland GmbH provides fixed line telecommunications services as well as mobile communication services in Germany. DT’s subsidiaries have agreed to be classified as a dominant carrier on the U.S.-Germany route and to comply with the dominant carrier safeguards contained in Section 63.10 of the Commission's rules, 47 C.F.R. § 63.10. Greece: T-Systems Information and Communication Technology E.P.E., an indirect wholly owned subsidiary of TSI, is licensed to provide telecommunications services in Greece. DT is also affiliated with fixed line telecommunications provider Hellenic Telecommunications Organization S.A. (“OTE”) and its mobile services operator Cosmote Mobile Telecommunications S.A. in Greece. DT’s subsidiaries have agreed to be classified as a 4

International Section 214 Transfer of Control Application Attachment 1 dominant carrier on the U.S.-Greece route and to comply with the dominant carrier safeguards contained in Section 63.10 of the Commission's rules, 47 C.F.R. § 63.10. Hong Kong, China: T-Systems P.R. China Ltd., a wholly-owned subsidiary of TSI, is authorized to provide voice and data services in Hong Kong. Hungary: DT is affiliated with Magyar Telekom Nyrt. (“MT”), which provides fixed line and mobile services in Hungary. DT’s subsidiaries have agreed to be classified as a dominant carrier on the U.S.-Hungary route and to comply with the dominant carrier safeguards contained in Section 63.10 of the Commission's rules, 47 C.F.R. § 63.10. Italy: T-Systems Italia, S.p.A., a wholly-owned subsidiary of TSI, offers international fixed network services in Italy. Japan: T-Systems Japan K.K, a wholly-owned subsidiary of TSI, is a reseller providing a variety of communications services including international leased line services, corporate network services, and international telecommunication services. Luxemburg: T-Systems Luxemburg S.A., an indirect wholly owned subsidiary of TSI, is authorized to provide telecommunications services in Luxemburg. Macedonia: Through MT, DT is affiliated with Makedonski Telekom A.D. (“MKT”), the sole fixed line operator in Macedonia, and MKT’s wholly-owned subsidiary, T-Mobile Macedonia A.D. DT’s subsidiaries have agreed to be classified as a dominant carrier on the U.S.-Macedonia route and to comply with the dominant carrier safeguards contained in Section 63.10 of the Commission's rules, 47 C.F.R. § 63.10. Montenegro: DT is affiliated with Crnogorski Telekom a.d. Podgorica (formerly Telekom Crne Gore A.D.) (“CT”), the dominant fixed line and wireless operator in Montenegro. DT’s subsidiaries have agreed to be classified as a dominant carrier on the U.S.-Montenegro route and to comply with the dominant carrier safeguards contained in Section 63.10 of the Commission's rules, 47 C.F.R. § 63.10. Netherlands: T-Mobile Netherlands B.V., an indirect wholly owned subsidiary of DT, provides mobile telecommunication services in the Netherlands. DT is also affiliated with Orange Nederlands, which provides mobile telecommunications services in the Netherlands. In addition, T-Systems Nederland B.V., a wholly owned subsidiary of TSI, is authorized to provide public telecommunication services and networks in the Netherlands. Poland: Polska Telefomia Cyfrowa S.A. (“PTC”), an indirect wholly owned subsidiary of DT, is a mobile service provider in Poland. In addition, T-Systems Polska Sp.z.o.o., a wholly-owned subsidiary of TSI, offers international fixed network telecommunications. 5

International Section 214 Transfer of Control Application Attachment 1 Romania: DT is affiliated with OTE. OTE, in turn, indirectly holds approximately 54 percent in SC Romtelecom S.A., a fixed line service provider in Romania. SC Romtelecom S.A. has a 30 percent stake in Cosmote Romanian Mobile Telecommunications S.A., a mobile service provider which is majority owned by Greek Cosmote Mobile Telecommunications S.A. In addition, T- Systems ICT Romania S.R.L., is an indirect wholly owned subsidiary of TSI. DT agrees to be classified as a dominant carrier on the U.S.-Romania route and to comply with the dominant carrier safeguards contained in Section 63.10 of the Commission's rules, 47 C.F.R. § 63.10. Russia: T-Systems CIS, a wholly owned subsidiary of TSI, is authorized to provide telecommunications services in Russia. Singapore: T-Systems Singapore Pte. Ltd, a wholly-owned subsidiary of TSI, is authorized to provide voice and data services in Singapore. Slovakia: DT is affiliated with Slovak Telekom, a.s., the incumbent wireline carrier in Slovakia providing as well mobile communication services. DT’s subsidiaries have agreed to be classified as a dominant carrier on the U.S.-Slovakia route and to comply with the dominant carrier safeguards contained in Section 63.10 of the Commission's rules, 47 C.F.R. § 63.10. Slovenia: T-Systems informacijski sistemi, d.o.o., a wholly-owned subsidiary of TSI, is authorized to provide telecommunications services in Slovenia. Spain: T-Systems Eltec, S.L., which is an indirect wholly owned subsidiary of TSI, holds a type A1 license in Spain for the provision of public telephony services. South Africa: TSE is affiliated with Infovan (Pty) Ltd., which is authorized to provide telecommunications services in South Africa. Switzerland: T-Systems Schweiz AG, a wholly owned subsidiary of TSI, offers fixed network telecommunications services in Switzerland. Turkey: T-Systems Telekomunikasyon Ltd Sirketi, an indirect wholly owned subsidiary of TSI, is authorized to provide telecommunications services in Turkey. Ukraine: TOB T-Systems Ukraine, an indirect wholly owned subsidiary of TSI, is authorized to provide telecommunications services in the Ukraine. United Kingdom: Everything Everywhere Ltd, an indirect 50%-owned subsidiary of DT, provides mobile telecommunications services in the United Kingdom. In addition, T-Systems Ltd., a wholly owned subsidiary of TSI, offers fixed network telecommunications services in the United Kingdom. 6

International Section 214 Transfer of Control Application Attachment 1 Answer to Question 15 - Section 63.18(j): Pursuant to Section 63.18(j) of the Commission’s rules, 47 C.F.R. § 63.18(j), DT certifies that it is a foreign carrier and holds controlling interests in certain foreign carriers in destination countries where its subsidiaries provide international service. These carriers and the countries where they provide service are described above in the answer to Question 14. Answer to Question 16 - Section 63.10: Pursuant to Section 63.10 of the Commission’s rules, 47 C.F.R. § 63.10, DT qualifies for non-dominant classification on all routes between the United States and the countries listed in response to Question 14 above, with the exception of Croatia, Germany, Greece, Hungary, Macedonia, Montenegro, Romania, and Slovakia, where the Foreign Carrier Affiliates are dominant. The Commission has previously reviewed DT’s Foreign Carrier Affiliates and has found only the carriers in Croatia, Germany, Greece, Hungary, Macedonia, Montenegro, Romania, and Slovakia to be dominant in their home markets.2 None of the Foreign Carrier Affiliates (other than those operating in an Croatia, Germany, Greece, Hungary, Macedonia, Montenegro, Romania, and Slovakia) is a monopoly provider of communications services, and each lacks 50 percent market share in the international transport and local access markets on the foreign end of its respective U.S.-international route. Accordingly, DT is presumptively classified as non-dominant on all U.S.-international routes with the exception of the routes between the United States and Croatia, Germany, Greece, Hungary, Macedonia, Montenegro, Romania, and Slovakia. DT is considered dominant with respect to the U.S.-Croatia, U.S.-Germany, U.S.-Greece, U.S.-Hungary, U.S.-Macedonia, U.S.-Montenegro, U.S.-Romania, and U.S.-Slovakia routes3 and agrees to comply with the dominant carrier safeguards contained in Section 63.10 of the Commission's rules, 47 C.F.R. § 63.10 on these routes. 2 See Applications of T-Mobile USA, Inc. and SunCom Wireless Holdings, Inc. For Consent to Transfer Control of Licenses and Authorizations, Memorandum Opinion and Order, 23 FCC Rcd 2515, 2524 (2008) (“T-Mobile-SunCom Order”). The Commission did not review DT’s foreign carrier affiliate in Romania as part of the T-Mobile-SunCom transaction, but this carrier has a greater than 50 percent market share in the fixed access market, so DT agrees to be classified as a dominant carrier on the U.S.-Romania route and to comply with the dominant carrier safeguards contained in Section 63.10 of the Commission's rules, 47 C.F.R. § 63.10. 3 Id.; see also Foreign Carrier Affiliation Notification, Public Notice, Report No. FCN- 00105, DA 09-1049 (May 14, 2009) (finding DT subsidiaries dominant on the U.S.-Greece route). 7

International Section 214 Transfer of Control Application Attachment 1 Answer to Question 18 - Section 63.18(k): In accordance with Section 63.18(k)(1) of the Commission’s rules, 47 C.F.R. § 63.18(k)(1), DT certifies that all of the countries listed in its response to Question 15 (therein referencing its response to Question 14) are WTO Member countries.4 Answer to Question 20 - Section 63.18(p): Pursuant to Section 63.12 of the Commission’s rules, 47 C.F.R. § 63.12, this application for transfer of control of international Section 214 authority qualifies for streamlined processing. As explained in response to Question 16 above, DT is non-dominant on all routes other than the U.S.-Croatia, U.S.-Germany, U.S.-Greece, U.S.-Hungary, U.S.-Macedonia, U.S.-Montenegro, U.S.-Romania, and U.S.-Slovakia routes. With respect to the these routes, DT agrees to be classified as dominant and to comply with the dominant carrier safeguards contained in Section 63.10 of the Commission’s rules, 47 C.F.R. § 63.10. 4 See WTO Members and Observers List, at http://www.wto.org/english/theWTO_e/whatis_e/tif_e/org6_e.htm (last visited Oct. 18, 2012). 8


Document Created: 2012-10-18 17:28:01
Document Modified: 2012-10-18 17:28:01
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