Attachment Attachment 1

This document pretains to ITC-T/C-20180618-00119 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2018061800119_1424466

                     Attachment 1 to Application for Transfer of Control
                      of International Section 214 Authorizations from
                           Sprint Corporation to T-Mobile US, Inc.


This Application is one of a group of applications being filed in connection with seeking FCC
consent for the transfer of control to T-Mobile US, Inc. (“T-Mobile”) of FCC licenses,
authorizations and leases held by subsidiaries of Sprint Corporation (“Sprint”), as well as the pro
forma transfer of control of FCC licenses, authorizations and leases held by subsidiaries of T-
Mobile. The Applicants have designated the Joint Application for Consent to Transfer Control
of International and Domestic Authority Pursuant to Section 214 of the Communications Act of
1934, as Amended, filed in WT Docket No. 18-197 on June 18, 2018 (“Joint Application”), as
the lead section 214 transfer application for the transaction. The following information in the
Joint Application is incorporated herein by reference.

Answer to Question 10: See Joint Application at 2-3 for responses to paragraphs (c) and (d) of
Section 63.18 with respect to the Transferor and the Transferee.

Answer to Question 11: See Joint Application at 3-5 for the name, address, citizenship, and
principal businesses of each person or entity that, following the consummation of the transaction,
will directly or indirectly own at least ten percent of the equity of the Transferee, and the
percentage of equity owned by each of those persons or entities.

Answer to Question 12: See Joint Application at 6-7 for a list of Transferee’s interlocking
directorates with foreign carriers.

Answer to Question 13: See Joint Application at Exhibit B, Public Interest Statement, for a
narrative of the means by which the proposed transfer of control will take place.

Answer to Question 14: See Joint Application at 7-9 for Transferee’s affiliations with foreign
carriers following the consummation of the transaction.

Answer to Question 15: See Joint Application at 7-10 for information regarding destination
countries and foreign carrier affiliates.

Answer to Question 16: See Joint Application at 10-11 for information regarding the
classification of Transferee’s foreign carrier affiliates as dominant or non-dominant.

Answer to Question 18: See Joint Application at 10 for information regarding the WTO status
of destination countries served by Transferee’s foreign carrier affiliates.


                                       Before the
                         FEDERAL COMMUNICATIONS COMMISSION
                                  Washington, D.C. 20554

In the Matter of                                        )
                                                        )
Sprint Corporation,                                     )
Transferor                                              )
                                                        )
and T-Mobile US, Inc.,                                  )
Transferee                                              )      WT Docket No. 18-197
                                                        )
Joint Application for Consent to Transfer Control       )
of International and Domestic Authority                 )
Pursuant to Section 214 of the                          )
Communications Act of 1934, as Amended                  )


          JOINT APPLICATION FOR CONSENT TO TRANSFER CONTROL OF
                  INTERNATIONAL AND DOMESTIC AUTHORITY
                      PURSUANT TO SECTION 214 OF THE
                  COMMUNICATIONS ACT OF 1934, AS AMENDED

Pursuant to Section 214 of the Communications Act of 1934, as amended (the “Communications
Act”), 47 U.S.C. § 214, and Sections 63.04 and 63.24 of the Commission’s Rules, 47 C.F.R.
§§ 63.04 and 63.24, Sprint Corporation (“Sprint” or “Transferor”) and T-Mobile US, Inc.
(“T-Mobile or “Transferee”) hereby request Commission consent to the transfer of control of the
domestic and international Section 214 authority held by subsidiaries of Sprint 1 from Sprint to T-
Mobile. Sprint, through its subsidiaries, operates as a non-dominant carrier authorized by the
Commission to provide domestic and international telecommunications services. This Joint
Application is being filed simultaneously with the Wireline Competition Bureau and the
International Bureau.

I.       Information Required for Filing an Application for Transfer of Control of Domestic
         and International Section 214 Authorizations Pursuant to 47 C.F.R. §§ 63.04(b) and
         63.24(e)

         A.        Name, Address, Telephone Number, and Jurisdiction of Formation of
                   Applicants, 47 C.F.R. §§ 63.18(a)-(b)

Transferor:        Sprint Corporation is a Delaware corporation. Its primary address is as follows:




     1
        See attached Exhibit A, listing Sprint subsidiaries holding international section 214
authority and the international section 214 authorizations held by each.


EAST\156951594.1


                         6200 Sprint Parkway
                         Overland Park, Kansas 66251
                         Tel. (703) 433-4000

Transferee:    T-Mobile US, Inc. is a Delaware corporation. Its primary address is as follows:
                         12920 SE 38th Street
                         Bellevue, WA 98006
                         Tel: 425-383-8401

       B.      Contact Information for Applicants and Section 214 Authority Held by Each,
               47 C.F.R. §§ 63.18(c)-(d) – Answer to Question 10 2

Transferor Information (Sprint Corporation)

       Contact Information:

               Kyle Entz
               Sprint Corporation
               12502 Sunrise Valley Drive
               M/S: VARESA0209
               Reston, VA 20196
               800-572-8256
               fcclicensing@sprint.com

       with a copy to:

               Regina M. Keeney
               Lawler, Metzger, Keeney & Logan, LLC
               1717 K Street, NW, Suite 1075
               Washington, DC 20006
               Tel: 202-777-7720
               Fax: 202-777-7763
               gkeeney@lawlermetzger.com

       International Section 214 Authority:

       Sprint Corporation does not directly hold any section 214 authority. However, Sprint’s
subsidiaries hold numerous section 214 authorizations to provide international service. A list of
the subsidiaries holding international section 214 authority, and the international section 214
authorizations held by each, is attached as Exhibit A.




   2
       The question numbers referenced herein correspond with the question numbers on the
IBFS form for transfer of control of international section 214 authorizations.

                                                2


Transferee Information (T-Mobile US, Inc.):

       Contact Information:

               David Werblow
               T-Mobile US, Inc.
               12920 SE 38th Street
               Bellevue, WA 98006
               Tel: 425-383-8401
               Fax: 425-383-4040
               fccregulatorycompliancecontact@t-mobile.com

       with a copy to:

               Nancy J. Victory
               DLA Piper, LLP
               500 8th Street, N.W.
               Washington, DC 20004
               Tel: 202-799-4216
               Fax: 202-799-5616
               nancy.victory@dlapiper.com

       International Section 214 Authority:

        T-Mobile, a corporation organized under the laws of Delaware, does not hold any
international Section 214 authorizations. T-Mobile wholly owns and controls T-Mobile USA,
Inc., a Delaware corporation, T-Mobile Puerto Rico LLC, a Delaware limited liability company,
and Iowa Wireless Services LLC, a Delaware limited liability company. T-Mobile USA, Inc.
holds four international Section 214 authorizations: (1) File No. ITC-214-20061004-00452
(global resale service); (2) File No. ITC-214-19960930-00473 (global resale service); (3) File
No. ITC-214-20120301-00067 (global resale service); and (4) File No. ITC-214-20011116-
00601 (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 LLC holds one international Section 214 authorization, File No. ITC214-20020513-
00251 (global resale service).

       C.      Name, Address, Citizenship and Principal Businesses of Disclosable Interest
               Holders, 47 C.F.R. § Section 63.18(h) – Answer to Question 11

        The following entities will hold a ten percent or greater ownership interest in T-Mobile
after consummation:




                                                3


Name:               Deutsche Telekom Holding B.V. (“DT Holding”)
Address:            Stationsplein 8-K, Office Number 809
                    6221 BT Maastricht, Netherlands
Citizenship:        Netherlands
Principal Business: Holding company
Percentage Held:    After consummation, DT Holding will hold approximately a 42%
                    direct equity and voting interest in T-Mobile.

Name:               SoftBank Group Capital Limited (“SoftBank Capital”)
Address:            69 Grosvenor Street
                    London, United Kingdom W1K3JP
Citizenship:        United Kingdom
Principal Business: Holding company
Percentage Held:    After consummation, SoftBank Capital will hold approximately a
                    27% direct equity and voting interest in T-Mobile. However,
                    Deutsche Telekom AG will hold a proxy to direct the voting of
                    these shares.

Name:               T-Mobile Global Holding GmbH (“T-Mobile Holding”)
Address:            Landgrabenweg 151
                    Bonn, Germany 53227
Citizenship:        Germany
Principal Business: Telecommunications and information services
Percentage Held:    T-Mobile Holding holds a direct 100% equity and voting interest
                    in DT Holding, which will hold a direct 42% equity and voting
                    interest in T-Mobile.

Name:               T-Mobile Global Zwischenholding GmbH (“T-Mobile Global”)
Address:            Friedrich-Ebert-Allee 140
                    Bonn, Germany
Citizenship:        Germany
Principal Business: Telecommunications and information services
Percentage Held:    T-Mobile Global holds a direct 100% equity and voting interest in
                    T-Mobile Holding, which will hold an indirect 42% equity and
                    voting interest in T-Mobile.




                                      4


Name:               Deutsche Telekom, AG (“DT”)
Address:            Friedrich-Ebert-Allee 140
                    Bonn, Germany
Citizenship:        Germany
Principal Business: Telecommunications and information services
Percentage Held:    DT holds a direct 100% equity and voting interest in T-Mobile
                    Global, which will hold an indirect 42% equity and voting interest
                    in T-Mobile. DT will also appoint a majority of the T-Mobile
                    board seats and hold a proxy to direct the voting of the T-Mobile
                    shares (27%) held by Softbank Group Capital Limited.
                    Accordingly, DT will have de facto control over T-Mobile.

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 a 17 percent equity and voting interest
                    in 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 a 15 percent equity and voting
                    interest in DT. FRG also directly holds approximately an 80
                    percent equity and voting interest in KfW which, as described
                    above, holds approximately a 17 percent equity and voting interest
                    in DT. Thus, FRG is deemed to hold approximately 32 percent of
                    DT.

Name:               SoftBank Group Corp. (“SoftBank Group”)
Address:            1-9-1 Higashi-Shimbashi
                    Minato-Ku, Tokyo, Japan 105-7303
Citizenship:        Japan
Principal Business: Holding company
Percentage Held:    Softbank Group holds a 100 percent direct equity and voting
                    interest in SoftBank Capital.




                                       5


       Name:               Masayoshi Son 3
       Address:            c/o SoftBank Group Corp.
                           1-9-1 Higashi-Shimbashi
                           Minato-Ku, Tokyo, Japan 105-7303
       Citizenship:        Japan
       Principal Business: Telecommunications and tech
       Percentage Held:    Mr. Son is the Chief Executive Officer of SoftBank Group and
                           holds a 21 percent equity and voting interest in SoftBank Group.

After consummation of the transaction, no other person or entity will have a direct or indirect
voting or equity ownership interest in T-Mobile that is ten percent or greater.

       D.       Interlocking Directorates with Foreign Carriers, 47 C.F.R. § 63.18(h) –
                Answer to Question 12

T-Mobile currently has the following interlocking directorates:

            •   Timotheus Höttges is the Chairman of the Board of Directors of T-Mobile. He is
                also Chairman, Board of Management of Deutsche Telekom AG and Member,
                Supervisory Board of Telekom Deutschland GmbH.

            •   Thomas Dannenfeldt is a Member of the Board of Directors of T-Mobile. He is
                also a Member, Board of Management of Deutsche Telekom AG; Member,
                Board of Directors of BUYIN S.A.; and Member, Supervisory Board of
                Deutsche Telekom Services Europe GmbH.

            •   Thorsten Langheim is a Member of the Board of Directors of T-Mobile. He is
                also a Member, Supervisory Board of DFMG Deutsche Funkturm GmbH;
                Member, Supervisory Board of Deutsche Telekom Venture Funds GmbH;
                Member, Advisory Board (Beirat) of Deutsche Telekom Capital Partners
                Management GmbH; Member, Supervisory Board of T-Systems International
                GmbH; and Member, Supervisory Board of Deutsche Telekom Strategic
                Investments GmbH.

            •   Raphael Kübler is a Member of the Board of Directors of T-Mobile. He is also a
                Member, Advisory Board (Beirat) of Deutsche Telekom Capital Partners
                Management GmbH; Member, Supervisory Board of Deutsche Telekom Venture
                Funds GmbH; Member, Supervisory Board of Deutsche Telekom Strategic
                Investments GmbH; Member, Management Board of Deutsche Telekom Holding



   3
        As noted, Masayoshi Son holds a 21 percent indirect interest in SoftBank Group, which
in turn will hold a 27 percent interest in T-Mobile. Accordingly, T-Mobile does not believe that
Mr. Son will hold a 10 percent or greater equity, voting, or controlling interest in T-Mobile
following the proposed transaction. Nevertheless, T-Mobile includes Mr. Son here out of an
abundance of caution.

                                                 6


                B.V.; and Member, Board of Directors of Hellenic Telecommunications
                Organisation S.A. (OTE).

            •   Bruno Jacobfeuerborn is a Member of the Board of Directors of T-Mobile. He is
                also a Member, Management Board of DFMG Deutsche Funkturm GmbH;
                Member, Management Board of Comfortcharge GmbH; Member, Board of
                Directors of BUYIN S.A.; Member, Board of Directors of Stratospheric
                Platforms Limited; and Member, Supervisory Board of CTDI GmbH.

Following consummation of the proposed transaction, the following two officers or directors of
Sprint will serve as officers or directors of T-Mobile.

            •   Masayoshi Son is the Chairman of the Board of Directors of Sprint Corporation.
                He is also Chief Executive Officer and Chairman of the Board of SoftBank Group
                Corp. Mr. Son serves in various capacities within SoftBank’s portfolio of
                companies, including Chairman of SoftBank Group Corp. (the Japan-based
                telecommunications operator) and as a board member of Wireless City Planning
                Inc. (a Japan-based telecommunications operator).

            •   Marcelo Claure is the Executive Chairman of Sprint Corporation. He is also
                Chief Operating Officer of SoftBank Group Corp. and CEO of SoftBank Group
                International. Mr. Clause serves on the board of SoftBank Group Corp. (the
                Japan-based telecommunications operator).

       E.       Narrative of Transaction and Public Interest Statement – Answer to
                Question 13

This application is being filed in connection with applications seeking consent for the transfer of
control to T-Mobile of FCC licenses, leases, and other authorizations held by subsidiaries of
Sprint, as well as the pro forma transfer of control of licenses, leases, and other authorizations
held by subsidiaries of T-Mobile. As a result of this transaction, the previous shareholders of
Sprint and T-Mobile will become the shareholders of New T-Mobile post-closing. A further
description of the transaction and its public benefits is attached as Exhibit B to this Joint
Application for Consent to Transfer Control filed in WT Docket No. 18-197 on June 18, 2018.

       F.       Affiliations with Foreign Carriers, 47 C.F.R. § 63.18(i) – Answer to
                Question 14

After consummation, T-Mobile will be affiliated with the following foreign carriers (“Foreign
Carrier Affiliates”):

       Albania: Telekom Albania SH.A.

       Argentina: T-Systems Argentina S.A.; Sprint International Argentina SRL

       Australia: Sprint International Australia Pty Ltd


                                                 7


Austria: T-Mobile Austria GmbH; Antel Germany GmbH; and Sprint International
Austria GmbH

Belgium: T-Systems Belgium NV; and SprintLink Belgium BVBA

Bosnia-Herzegovina: Hrvatske telekomunikacije d.d. Mostar

Brazil: T-Systems do Brasil Ltda.; T-Systems Telecomunicações e Serviços Ltda.; and
Sprint Brasil Serviços de Telecomunicações Ltda.

Canada: T-Systems Canada Inc.; and Sprint International Communications Canada ULC

Chile: Sprint International Chile Ltda.

China: SBTM Online (Suzhou) Co., LTD

Colombia: Sprint International Colombia Ltda.

Croatia: Hrvatski Telekom d.d.

Czech Republic: T-Mobile Czech Republic a.s.; and Sprint International Czech Republic
S.R.O.

Denmark: T-Systems Nordic A/S Denmark; and SprintLink Denmark ApS

Estonia: T-Systems Nordic A/S

Finland: T-Systems Nordic A/S

France: T-Systems France SAS; and SprintLink France SAS

Germany: Telekom Deutschland GmbH; Antel Germany GmbH; and SprintLink
Germany GmbH

Greece: T-Systems Information and Communication Technology E.P.E; Hellenic
Telecommunications Organization S.A.; and Cosmote Mobile Telecommunications S.A.

Hong Kong, China: T-Systems P.R. China Ltd.; Sprint Hong Kong Ltd; and BBIX Hong
Kong Pte. Limited

Hungary: Magyar Telekom Nyrt.; and Sprint International Hungary K.F.T.

Ireland: T-Systems Ltd.; and SprintLink Ireland Ltd

Italy: T-Systems Italia S.r.l.; and SprintLink Italy S.r.l.


                                           8


Japan: T-Systems Japan K.K; Sprint International Japan Corporation; BBIX, Inc.; BBIX
International, Inc.; LINE MOBILE Corporation; SoftBank Corp.; and Wireless City
Planning Inc.

Korea (South): Sprint International Korea

Luxembourg: T-Systems Luxembourg S.A.

Macedonia: Makedonski Telekom A.D.

Malaysia: SprintLink International Malaysia SDN. BHD.

Mexico: T-Systems Mexico, S.A. de C.V.; and SIHI Mexico S. de R.L. de C.V.

Montenegro: Crnogorski Telekom a.d. Podgorica (formerly Telekom Crne Gore A.D.)

Netherlands, The: T-Mobile Netherlands B.V.; T-Systems Nederland B.V.; and
SprintLink Netherlands B.V.

New Zealand: Sprint International New Zealand

Norway: Sprint International Norway AS

Poland: T-Mobile Polska S.A. (formerly Polska Telefonia Cyfrowa S.A.); T-Systems
Polska Sp. z o.o.; GTS Poland Sp. z o.o.; and SprintLink Poland Sp. z o.o.

Romania: Telekom Romania Communications S.A. (formerly SC Romtelecom S.A.);
Telekom Romania Mobile Communications S.A. (formerly Cosmote Romanian Mobile
Telecommunications S.A.); T-Systems ICT Romania S.R.L.; and GTS Telecom S.R.L.

Russia: T-Systems CIS; and Sprint RUS LLC

Singapore: T-Systems Singapore Pte. Ltd; Sprint International Communications
Singapore Pte. Ltd; SoftBank Telecom Singapore Pte. Ltd.; and BBIX Singapore Pte.
Ltd.

Slovakia: Slovak Telekom, a.s.

Slovenia: T-Systems informacij ski sistemi, d.o.o.

South Africa: Infovan (Pty) Ltd.

Spain: T-Systems ITC Iberia, S.A; and Sprint International Spain, S.L.

Sweden: SIHI Scandinavia AB


                                        9


       Switzerland: T-Systems Schweiz AG; and SprintLink International (Switzerland) GmbH

       Taiwan: Sprint International Taiwan Ltd.

       Thailand: Sprint (Thailand) Limited; and SB Telecom (Thailand) Co., Ltd

       Turkey: T-Systems Telekomunikasyon Ltd Sirketi

       Ukraine: TOB T-Systems Ukraine (in Liquidation); GTS Ukraine L.L.C.

       United Kingdom: T-Systems Ltd.; and SprintLink UK Ltd

       Venezuela: Sprint International Venezuela, S.R.L.

       G.      Destination Countries and Foreign Carrier Affiliates, 47 C.F.R. § 63.18(j) –
               Answer to Question 15

Pursuant to Section 63.18(j) of the Commission’s rules, 47 C.F.R. § 63.18(j), T-Mobile certifies
that, post-consummation, more than 25 percent of its stock will be (indirectly) owned each by
DT and Softbank, which hold controlling interests in certain foreign carriers in destination
countries where T-Mobile will provide international telecommunications service. These carriers
and the countries where they provide service are identified above in the answer to Question 14.

       H.      WTO Status of Destination Countries, 47 C.F.R. § 63.18(k) – Answer to
               Question 18

In accordance with Section 63.18(k) of the Commission’s rules, 47 C.F.R.
§ 63.18(k), T-Mobile 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

       I.      Classification of Foreign Carrier Affiliates as Dominant or Non-Dominant,
               47 C.F.R. §§ 63.18(m), 63.10 – Answer to Question 16

Pursuant to Section 63.10 of the Commission’s rules, 47 C.F.R. § 63.10, T-Mobile 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 one of the Foreign Carrier Affiliates are
dominant. The Commission has previously reviewed the above-identified Foreign Carrier
Affiliates and has found only the carriers in Croatia, Germany, Greece, Hungary, Macedonia,


   4
       See WTO Members and Observers List, http://www.wto.org/english/theWTO_e/
whatis_e/tif_e/org6_e.htm (last visited May 18, 2018). While the WTO lists Bosnia-
Herzegovina as an “observer government,” it is anticipated that Bosnia-Herzegovina will become
a Member country by mid-2018. See WTO, “Bosnia and Herzegovina’s WTO Accession
Negotiations Advance Towards Conclusion,” https://www.wto.org/english/news_e/
news18_e/acc_bih_07feb18_e.htm (Feb. 7, 2018).

                                                 10


Montenegro, Romania, and Slovakia to be dominant in their home markets. 5 None of the
Foreign Carrier Affiliates (other than those operating in 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, T-Mobile 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.

T-Mobile 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 routes 6 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.

       J.      Certification of Agreement Not to Accept Special Concessions, 47 C.F.R.
               § 63.18(n)

T-Mobile certifies that it has not agreed to accept special concessions directly or indirectly from
any foreign carrier with respect to any U.S. international route where the foreign carrier
possesses market power on the foreign end of the route and will not enter into such agreements
in the future.

       K.      Certification Pursuant to Anti-Drug Abuse Act of 1988, 47 C.F.R. § 63.18(o)

T-Mobile hereby certifies that to the best of its knowledge, information, and belief, no party to
this Joint Application is subject to denial of federal benefits pursuant to Section 5301 of the Anti-
Drug Abuse Act of 1988 and 47 C.F.R. §§ 1.2001-1.2002.



   5
        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
T-Mobile’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. Accordingly,
T-Mobile 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.
        See also Notification of Foreign Carrier Affiliates, Sprint Communications Company,
LP; Sprint Communications Inc.; Sprint Spectrum L.P.; SprintCom, Inc.; US Telecom, Inc.; and
Virgin Mobile USA, L.P., IBFS File Nos. FCN-NEW-20180216-00005 and FCN-NEW-
20180427-00016. Sprint Corporation filed a supplement to these FCNs on May 17, 2018. These
filings have not yet appeared on Public Notice.
   6
        T-Mobile-SunCom Order; see also Foreign Carrier Affiliation Notification, Public
Notice, Report No. FCN00105, DA 09-1049 (May 14, 2009) (finding DT subsidiaries dominant
on the U.S.-Greece route).

                                                 11


          L.     Streamlined Processing, 47 C.F.R. § 63.18(p)

The Applicants are not seeking streamlined processing.

II.       Additional Information Required for Filing an Application for Transfer of Control
          of Domestic Section 214 Authority

In support of this Joint Application, the Applicants respectfully submit the following information
pursuant to Section 63.04(b) and 63.04(a)(6) through 63.04(a)(12) of the Commission’s rules:

          A.     Description of the Transaction, 47 C.F.R. § 63.04(a)(6).

This application is being filed in connection with applications seeking consent for the transfer of
control to T-Mobile of FCC licenses and leases held by subsidiaries of Sprint, as well as the pro
forma transfer of control of licenses and leases held by subsidiaries of T-Mobile. As a result of
this transaction, the previous shareholders of Sprint and T-Mobile will become the shareholders
of New T-Mobile post-closing. A further description of the transaction and its public benefits is
attached hereto as Exhibit B.

          B.     Description of the geographic areas in which the Transferor and Transferee
                 (and their affiliates) offer domestic telecommunications services, and what
                 services are provided in each area, 47 C.F.R. § 63.04(a)(7).

Transferor: Sprint, through its subsidiaries, offers wireless and/or wireline voice and data
services in all 50 states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands.
Sprint’s subsidiaries provide long distance service and local telecommunications services to
residential, business, and carrier customers.

Transferee: T-Mobile, through its subsidiaries, offers wireless and/or wireline voice and data
services in all 50 states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands.

          C.     Statement as to how the Joint Application fits into one or more of the
                 presumptive streamlined categories in Section 63.03 of the Commission’s
                 Rules or why it is otherwise appropriate for streamlined treatment, 47 C.F.R.
                 § 63.04 (a)(8).

The Applicants are not seeking streamlined processing.

          D.     Identification of all other Commission applications related to the same
                 transaction, 47 C.F.R. § 63.04 (a)(9).

This transaction will result in the transfer of control of wireless authorizations and spectrum
leases and subleases, domestic and international Section 214 authorizations, satellite earth station
authorizations, submarine cable landing licenses, and cable television relay service licenses,
which are subject to separate applications being filed concurrently with this application. 7

      7
          See, e.g., Lead ULS Application File No. 0008224209.

                                                12


       E.      Statement of whether the Applicants are requesting special consideration
               because either party to the transaction is facing imminent business failure, 47
               C.F.R. § 63.04 (a)(10).

The Applicants are not requesting special consideration based on any imminent business failure.

       F.      Identification of any separately filed waiver requests being sought in
               conjunction with the transaction, 47 C.F.R. § 63.04 (a)(11).

No separately filed waiver requests are being sought in conjunction with the transaction. The
parties are filing a declaratory ruling under Section 310(b)(4) of the Communications Act that it
would not serve the public interest to prohibit indirect foreign ownership of T-Mobile and its
subsidiaries of up to 100 percent.

       G.      Statement showing how grant of the Joint Application will serve the public
               interest, convenience and necessity, including any additional information
               that may be necessary to show the effect of the proposed transaction on
               competition in domestic markets, 47 C.F.R. § 63.04 (a)(12).

The public interest benefits of this transaction are described in detail in the Public Interest
Statement attached as Exhibit B to this Joint Application for Consent to Transfer Control filed in
WT Docket No. 18-197 on June 18, 2018.




                                                13


                                           EXHIBIT A

           Sprint Entities Holding International Section 214 Authorizations


                                   PRWireless PR, LLC 1
                               Sprint Communications Co., LP
                                Sprint Communications, Inc.
                                    Sprint Spectrum, L.P.
                                       SprintCom, Inc.
                                      US Telecom, Inc.
                                  Virgin Mobile U.S.A., LP


                      International Section 214 Authorizations Held


                        International Section 214 Authorization of
                                  PRWireless PR, LLC
                                    FRN 0026287664

Authorization                     FCC ID Numbers                      Released
Global or Limited Global          ITC-214-19990615-00426              8/5/99
Facilities-Based & Resale Service (DA 99-1547)
(Majority ownership acquired by
Sprint 11/16/17 per ITC-ASG-
20170301-00024)

                        International Section 214 Authorization of
                              Sprint Communications, Inc.
                                    FRN 0003774593

Authorization                           FCC ID Numbers                Released
International Resale;                   ITC-214-19970723-00428        09/18/97
(originally obtained by Nextel          (DA 97-2016)
Communications, Inc; pro forma
assignment to Sprint
Communications, Inc. effective
February 2, 2017 per ITC-ASG-
20180119-00013)




1
      72% Sprint-owned joint venture.


                        International Section 214 Authorization of
                                  Sprint Spectrum, L.P.
                                    FRN 0005072970

Authorization                        FCC ID Numbers                   Released
International Resale;                ITC-214-19991203-00766           01/05/00
(originally obtained by Phillieco,   (DA 00-11)
LLC; pro forma assignment to
Sprint Spectrum, L.P. effective
February 2, 2017 per ITC-ASG-
20170126-00012)

                        International Section 214 Authorization of
                                     SprintCom, Inc.
                                    FRN 0002315950

Authorization                        FCC ID Numbers                   Released
Global or Limited Global Resale      ITC-214-19991110-00692           12/09/99
Service                              (DA 99-2747)

                        International Section 214 Authorizations of
                                     US Telecom, Inc.
                                     FRN 0004372843

Direct and Transit Country-          FCC ID Numbers                   Released
Specific Switched Voice (IMTS)
Belgium, Canada, Costa Rica, El      ITC-214-19851107-00004           04/11/86
Salvador, France, Guatemala,         (See ITC-86-023/Mimeo No.
Honduras, Hong Kong, Italy,          3694)
Japan, Mexico, Netherlands,
Nicaragua, Panama, South Korea,
Spain, United Kingdom
International Resale                 ITC-214-19941209-00368           02/27/95
(originally obtained by ASC          (Old File no. I-T-C-95-088)
Telecom, Inc.; pro forma
assignment to US Telecom, Inc.
effective February 4, 2016 per
ITC-ASG-20160201-00100)




                                              2


                            International Section 214 Authorization of
                                    Virgin Mobile U.S.A., LP.
                                        FRN 0006901011

Authorization                             FCC ID Numbers                             Released
International Resale Service              ITC-214-20020422-00194,                    05/17/02
                                          (DA 02-1223),
                                          as modified by ITC-MOD-
                                          20151207-00294

                           International Section 214 Authorizations of
                                Sprint Communications Co., LP 2
                                        FRN 0002529659

                                 Global and Resale Authorizations
Authorization                              FCC ID Numbers                                   Released
Limited Global Facilities-Based            ITC-214-19960718-00327                           09/05/96
Authorization                              (Old File No. ITC-96-392)
                                           DA-96-1484
Resale of Switched Message                 I-T-C-88-068                                     04/12/88
Telephone Services Between the             DA 88-449
U.S. and Various Overseas Points
Resale Services Between Hawaii             I-T-C-86-095                                     06/27/86
and Various Overseas Points
Resale of International Message            I-T-C-91-074                                     05/02/91
Telephone Service Between the              DA 91-537
U.S. and Iran
                       Country-Specific, Facilities-Based Authorizations
Country/Authorization                      FCC ID Numbers                                   Released
Antigua                                    ITC-87-116/DA 87-995                             08/04/87
Argentina                                  ITC-88-042/DA 88-248                             03/04/88
Aruba                                      ITC-92-247/DA 92-1675                            12/16/92
Australia                                  ITC-85-029/Mimeo No. 1775                        01/08/85
Austria                                    ITC-91-143/DA 91-938                             08/02/91
Bahamas                                    ITC-88-178/DA 88-1532                            10/06/88
Bahrain                                    ITC-94-240/DA 94-633                             06/22/94
Bangladesh                                 I-T-C-95-087/DA 95-387                           03/09/95
Barbados                                   ITC-87-116/DA 87-995                             08/04/87
Bermuda                                    ITC-85-227/Mimeo No. 1078                        11/25/85
Brazil                                     ITC-87-116/DA 87-995                             08/04/87

2
      The international section 214 authorizations listed herein also include those formerly held by US Sprint
Communications Company and GTE Sprint Communications Corporation, predecessors-in-interest to Sprint
Communications Co., LP.


                                                      3


British Virgin Islands            ITC-92-269/DA 93-148        02/12/93
Brunei                            ITC-214-19960117-00018      04/09/96
                                  (Old File No. ITC-96-040)
                                  DA 96-513
Bulgaria                          ITC-92-008/DA 92-133        02/10/92
Cambodia                          ITC-92-080/DA 95-1678       08/03/95
Canada                            ITC-84-158/Mimeo No. 3874   04/16/85
                                  ITC-85-144/Mimeo No. 1894   01/09/86
Cayman Islands                    ITC-92-247/DA92-1675        12/16/92
Chile                             ITC-88-177/DA 88-1532       10/06/88
China, People’s Republic of       ITC-91-140/DA 91-941        08/02/91
Colombia                          ITC-89-030/DA 89-67         02/02/89
Cuba (Per 47 C.F.R. § 63.18(e)(3) ITC-214-20100623-00263      08/12/10
and DA 10-112)                    DA 10-1496
Cuba                              ITC-94-247/DA 94-1098       10/05/94
Cuba                              ITC-214-19981021-00739      01/26/99
                                  DA 99-227
Cuba                              ITC-214-19990316-00141      05/17/99
                                  DA 99-903
Cuba                              ITC-214-20000302-00127      05/26/00
                                  DA 00-1184
Cuba                              ITC-214-20010615-00340      10/18/01
                                  DA 01-2338
Cypress                           ITC-92-212/DA 92-1468       10/29/92
Czechoslovakia                    ITC-92-006/DA 92-132        02/10/92
Denmark                           ITC-87-116/DA 87-995        08/04/87
Dominica                          ITC-92-269/DA 93-148        02/12/93
Dominican Republic                ITC-86-005/Mimeo No. 1076   11/25/85
Egypt                             ITC-92-028/DA 91-1649       01/09/92
El Salvador                       ITC-90-170/DA 90-1850       12/28/90
Ethiopia                          ITC-214-19960531-00223      08/09/96
                                  (Old File No. ITC-96-299)
                                  DA 96-1254
Figi                              ITC-93-227/DA 1100          09/15/93
Finland                           ITC-88-140/DA 88-1206       08/09/88
France                            ITC-86-132/DA 86-3          08/22/86
France                            ITC-214-19971020-00646      4/16/98
                                  (Old File No. ITC-97-636)
                                  DA 98-723
Gambia                            ITC-95-531/DA 95-2465       01/19/96
Germany                           I-T-C-88-015/DA 88-290      03/03/88
                                ITC-214-19970131-00056
                                (Old File No. ITC-97-075)
                                DA 97-1342


                                         4


Ghana                  ITC-214-19941101-00333                02/22/95
                       (Old File No. ITC-95-039)
                       DA 95-190
Greece                 ITC-88-042/DA 88-248                  03/04/88
Grenada                ITC 92-269/DA 93-148                  02/12/93
Guam/Offshore Points   Third Report & Order, Mimeo 012, CC   10/06/83
                       Docket No. 79-252 (FCC 83-481)
Honduras               ITC-92-247/DA 92-1675                 12/16/92
Hong Kong              ITC-86-011/Mimeo No. 1295             12/06/85
Hungary                ITC-91-031/DA 91-140                  02/08/91
Iceland                ITC-92-209/DA 92-1468                 10/29/92
India                  ITC-90-178(A)/DA 91-562               05/10/91
Indonesia              ITC-91-039/DA 91-347                  03/29/91
Iran                   ITC 95-142/DA 95-648                  04/05/95
Iraq                   ITC 95-156/DA-95-844                  04/20/95
Ireland                ITC-88-042/DA 88-248                  03/04/88
Israel                 ITC-88-042/DA 88-248                  03/04/88
Jamaica                ITC-89-162/DA 89-1463                 11/20/89
Japan                  ITC-86-091/Mimeo No. 5309             06/23/86
Jordan                 ITC-214-19941101-00333                02/22/95
                       (Old File No. ITC-95-039)
                       DA 95-190
Kenya                  ITC-92-005/DA 92-133                  02/10/92
Kuwait                 ITC-91-107/DA 91-723                  06/19/91
Laos                   I-T-C-92-195/DA 95-1678               08/03/95
Lebanon                ITC-94-341/DA 94-805                  07/26/94
Luxembourg             ITC-92-211/DA 92-1751                 01/06/93
Macao                  ITC-92-213/DA 92-1468                 10/29/92
Malaysia               ITC-90-022/DA 90-156                  02/08/90
Marshall Islands       I-T-C-94-110/DA 93-444                05/11/94
Mexico                 I-T-C-90-005/DA 89-1663               01/04/90
Micronesia             I-T-C-95-284/DA 95-1540               07/13/95
Mongolia               I-T-C-93-084/DA 95-1974               09/20/95
Montserrat             I-T-C-92-269/DA 93-148                02/12/93
Morocco                I-T-C-94-240/DA 94-633                06/22/94
Netherlands Antilles   I-T-C-92-247/DA 92-1675               12/16/92
New Zealand            I-T-C-88-041/DA 88-248                03/04/88
Nigeria                I-T-C-92-007/DA 92-133                02/10/92
Norway                 I-T-C-88-140/DA 88-1206               08/09/88
Oman                   I-T-C-95-087/DA 95-387                03/09/95
Pakistan               I-T-C-93-173                          08/05/93
Palau                  I-T-C-95-365/DA 95-1749               08/15/95
Panama                 I-T-C-86-134/DA 86-3                  08/22/86
                       I-T-C-90-170/DA-1850                  12/28/90
Peru                   I-T-C-89-160/DA-1463                  11/20/89


                               5


Philippines            I-T-C-90-121/DA 90-1155       09/05/90
Poland                 I-T-C-91-128/DA 91-870        07/17/91
Portugal               I-T-C-88-177/DA 88-1532       10/06/88
Qatar                  I-T-C-95-142/DA 95-648        04/05/95
Romania                I-T-C-92-02/DA 91-1649        01/09/92
Saipan                 I-T-C-93-227/DA 93-1100       09/15/93
Saudi Arabia           I-T-C-91-127/DA 91-870        07/17/91
Senegal                I-T-C-95-531/DA 95-2465       01/19/96
Singapore              I-T-C-88-003/DA 87-1750       12/10/87
South Africa           I-T-C-91-053/DA 91-399        04/04/91
South Korea            I-T-C-88-176                  10/06/88
Sri Lanka              I-T-C-95-087/DA 95-387        03/09/95
                       I-T-C-95-487/DA 95-2236       11/03/95
St. Kitts/Nevis        I-T-C-92-269/DA 93-148        02/12/93
St. Lucia              I-T-C-92-269/DA 93-148        02/12/93
St. Vincent            I-T-C-92-269/DA 93-148        02/12/93
Sudan                  I-T-C-94-062/DA 94-418        05/11/94
Sweden                 I-T-C-87-116/DA 87-995        08/04/87
Switzerland            I-T-C-88-041/DA 88-248        03/04/88
Taiwan                 I-T-C-86-107/Mimeo No. 5823   07/17/86
Tanzania               ITC-95-531/DA 95-2465         01/19/96
Thailand               I-T-C-88-098/DA 88-848        06/07/88
Trinidad & Tobago      I-T-C-89-161/DA 89-1463       11/20/89
Tunisia                ITS-95-531/DA 95-2465         01/19/96
Turkey                 I-T-C-91-132/DA 91-912        07/26/91
United Arab Emirates   I-T-C-91-067/DA 91-502        04/25/91
United Kingdom         I-T-C-85-016/Mimeo No. 2548   02/14/85
                       I-T-C-86-012/Mimeo No. 1472   12/13/85
                       ITC-214-19950202-00005
                       (Old File No. I-T-C-95-155)   12/01/95
                       DA 95-2394
Uruguay                I-T-C-92-247/DA 92-1675       12/16/92
USSR                   I-T-C-91-085                  05/20/91
Venezuela              I-T-C-86-133/DA 86-3          08/22/86
Vietnam                I-T-C-91-215-A/DA 92-522      05/05/92
                       I-T-C-91-215(A)/DA 95-1678    08/03/95
West Germany           I-T-C-88-015/DA 88-290        03/03/88
Yemen                  I-T-C-92-210/DA 92-1468       10/29/92
Yugoslavia             I-T-C-91-212/DA 91-1445       11/22/91
Zaire                  I-T-C-95-382/DA 95-1761       08/17/95




                               6



Document Created: 2018-06-15 21:17:52
Document Modified: 2018-06-15 21:17:52

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