Attachment Attachments 1-3

This document pretains to ITC-T/C-20190128-00057 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2019012800057_1611788

ATTACHMENT 1 NOTIFICATION OF PRO FORMA TRANSACTIONS Pursuant to Section 214 of the Communications Act of 1934, as amended, and Section 64.24(f) of the Commission’s rules, 1 Verizon Communications Inc. (“Verizon”) notifies the Commission of an internal restructuring involving certain indirect subsidiaries of Verizon that occurred on December 31, 2018.2 The restructuring eliminated or relocated multiple companies in the Verizon ownership chain, which resulted in the pro forma assignment or transfer of control of various FCC licensees and licenses, including certain international Section 214 authorizations. Answer to Question 10 (Section 63.18(c)-(d)) All communications in connection with this notification should be directed to the following: Katharine Saunders Jennifer L. Kostyu Managing Associate General Counsel Wilkinson Barker Knauer, LLP Verizon Communications Inc. 1800 M Street, N.W., Suite 800N 1300 I Street, N.W., Suite 500E Washington, D.C. 20036 Washington, D.C. 20005 Phone: 202.783.4141 Phone: 202.515.2462 Fax: 202.783.5851 katharine.saunders@verizon.com jkostyu@wbklaw.com Verizon, a Delaware corporation, does not hold any international Section 214 authorizations but does directly or indirectly control subsidiaries that hold such authorizations to provide international switched resale services and global or limited global facilities-based and resale services. The international Section 214 authorizations that were impacted by the internal restructuring are listed in Attachment 2. Answer to Question 11 (Section 63.18(h)) Verizon is a publicly traded and widely held company, and no person or entity holds a direct or indirect 10 percent or greater ownership interest in Verizon. Verizon’s address is One Verizon Way, Basking Ridge, New Jersey 07920. Verizon’s principal business is the provision of communications services. Answer to Question 13 Verizon effectuated an internal restructuring involving certain indirect subsidiaries of Verizon on December 31, 2018. The restructuring eliminated or relocated multiple companies in 1 47 U.S.C. § 214; 47 C.F.R. § 64.24(f). 2 Prior to the closing of the transaction, Verizon applied for and received consent to the pro forma transfer of control of a non-common carrier radio license impacted by the transaction. See ULS File No. 0008447079. Notifications also are being filed concurrently with the Wireless Telecommunications Bureau with regard to the common carrier radio licenses impacted by the transaction. 1

the Verizon ownership chain, which resulted in the pro forma assignment or transfer of control of various FCC licenses, authorizations, and spectrum leases within Verizon. Verizon, both before and after the restructuring, indirectly controlled such licenses, authorizations, and spectrum leases. Specifically, the following pro forma transactions took place on December 31, 2018: 1. The following wholly-owned direct or indirect subsidiaries of Cellco Partnership (“Cellco”) were eliminated by merger or through the distribution of ownership interests to Cellco, and their FCC licenses and leases were assigned on a pro forma basis to Cellco: Dallas MTA, L.P. Illinois SMSA Limited Partnership Lafayette Cellular Telephone Company New Par San Antonio MTA, L.P. Verizon Wireless Personal Communications LP Verizon Wireless Tennessee Partnership Certain entities listed above held direct ownership interests in other FCC licensees. Those ownership interests also were assigned to Cellco, resulting in the pro forma transfer of control of the following entities: GTE Mobilnet of South Texas Limited Partnership GTE Mobilnet of Texas RSA #17 Limited Partnership Illinois RSA 6 and 7 Limited Partnership Muskegon Cellular Partnership Springfield Cellular Telephone Company In addition, the ownership interests in Verizon Wireless Texas, LLC (“Verizon Texas”) were assigned from Verizon Wireless Personal Communications LP to Verizon Wireless (VAW) LLC (“VAW”), resulting in the pro forma transfer of control of Verizon Texas. 2. The following wholly-owned direct or indirect subsidiaries of Alltel Corporation (“Alltel”) were eliminated by merger, and their FCC licenses and leases were assigned on a pro forma basis to Alltel: Alltel Communications, LLC Alltel Communications of Mississippi RSA #2, Inc. Alltel Communications of Nebraska LLC Alltel Communications Southwest Holdings, Inc. Alltel Communications Wireless, Inc. Alltel Communications Wireless of Louisiana, Inc. WWC Texas RSA LLC 2

Certain entities listed above held direct ownership interests in other FCC licensees. Those ownership interests also were assigned to Alltel, resulting in the pro forma transfer of control of the following entities: 3 Alltel Communications of Arkansas RSA #12 Cellular Limited Partnership Alltel Communications of LaCrosse Limited Partnership Alltel Communications of North Carolina Limited Partnership Charleston-North Charleston MSA Limited Partnership Jackson Cellular Telephone Co., Inc. Missouri RSA 2 Limited Partnership Missouri RSA 4 Limited Partnership Omaha Cellular Telephone Company Pascagoula Cellular Partnership Petersburg Cellular Partnership Pittsfield Cellular Telephone Company Texas RSA #11B Limited Partnership Tyler/Longview/Marshall MSA Limited Partnership Wisconsin RSA No. 8 Limited Partnership Wisconsin RSA #1 Limited Partnership Wisconsin RSA #2 Partnership Wisconsin RSA #6 Partnership LLP 3. In connection with the partial redemption of Verizon Americas Inc.’s (“VAI”) ownership interest in Cellco, Cellco caused VAW to distribute 100 percent of the stock of AirTouch Cellular Inc. (“AirTouch”) to Cellco, which immediately thereafter distributed the stock to VAI, resulting in the pro forma transfer of control of AirTouch. This, in turn, also resulted in the pro forma transfer of control of the following FCC licensees in which AirTouch holds a direct ownership interest: Alltel Corporation Los Angeles SMSA Limited Partnership Modoc RSA Limited Partnership Rural Cellular Corporation Sacramento Valley Limited Partnership Attachment 3 includes charts showing the ownership of the affected FCC licensees before and after the pro forma transactions described above. 4 3 Certain subsidiaries of Alltel that were eliminated as a result of the reorganization held general partnership interests in other FCC licensees. Post-closing, these ownership interests are held by Alltel. However, Verizon is not submitting pro forma filings for such entities because they are controlled and managed by unaffiliated third parties (i.e., not Verizon). 4 The licensees and authorizations referenced in these notifications are intended to be complete and include all licensees and authorizations affected by the internal reorganization. Verizon, however, requests that FCC acceptance of the pro forma transfer or assignment notifications include any licensees and authorizations that may have been inadvertently omitted. 3

Because internal restructuring did not change the ultimate control of any license, licensee, or lessee – Verizon will continue to control all of these licenses post-closing – the transactions described above were pro forma in nature. 5 The FCC has stated that, in situations “where no substantial change of control will result from the transfer or assignment, grant of the application is deemed presumptively in the public interest.” 6 5 Communications Bar Ass’ns Petition for Forbearance from Section 310(d) of the Communications Act Regarding Non-Substantial Assignments of Wireless Licenses & Transfers of Control Involving Telecomms. Carriers, Memorandum Opinion and Order, 13 FCC Rcd. 6293, 6299, ¶ 8 (1998) (concluding that a “corporate reorganization which involves no substantial change in the beneficial ownership of the corporation” is pro forma in nature). 6 Id. at 6295, ¶ 2. See also 1998 Biennial Review – Review of International Common Carrier Regulations, Report and Order, 14 FCC Rcd 4909, ¶ 42 (1999) (finding that“[r]egulatory review of [pro forma] transactions yields no significant public interest benefits, but may delay or hinder transactions that could provide substantial financial, operational, or administrative benefits for carriers.”). 4

ATTACHMENT 2 INTERNATIONAL SECTION 214 AUTHORIZATIONS AFFECTED BY THE PRO FORMA TRANSACTIONS The following international Section 214 authorizations were assigned on a pro forma basis: Assignor Assignee Section 214 Authorization San Antonio MTA, L.P. Cellco Partnership ITC-214-20101005-00392 Verizon Wireless Personal Cellco Partnership ITC-214-20101005-00391 Communications LP ITC-214-19961118-00579 ITC-214-19961004-00492 Alltel Communications, LLC Alltel Corporation ITC-214-20010427-00254 ITC-214-19990224-00111 ITC-214-19960404-00138 ITC-214-19970219-00097 ITC-214-20050819-00333 ITC-214-20050819-00334 The following international Section 214 authorizations were subject to a pro forma transfer of control: 7 Licensee Section 214 Authorization GTE Mobilnet of South Texas ITC-214-19931105-00203 Limited Partnership GTE Mobilnet of Texas RSA #17 ITC-214-19940210-00064 Limited Partnership AirTouch Cellular Inc. ITC-214-19940210-00065 Rural Cellular Corporation ITC-214-19980401-00220 ITC-214-19940224-00114 Sacramento Valley Limited ITC-214-20010507-00290 Partnership 7 Because ultimate ownership of these international Section 214 authorizations will not change as a result of this transaction, Verizon has been designated as both the transferor and the transferee for the instant pro forma transfer notifications. 1

ATTACHMENT 3 PRE- AND POST-CLOSING ORGANIZATIONAL CHARTS 1

Pre-Restructuring Verizon Communications Inc. Ownership - Part 1 (simplified) Bell Atlantic Mobile Systems GTE Wireless LLC Verizon Americas Inc. LLC 31.17% 22.76% 36.07% Cellco Partnership GTE Wireless of the Midwest 10% Incorporated Verizon Wireless (VAW) LLC AirTouch Cellular Inc. See Page 2 Alltel Corporation Misc. FCC Licensees Alltel Communications, LLC Misc. FCC Licensees Alltel Communications of ALLTEL Communications Alltel Communications WWC Texas RSA LLC Nebraska LLC Southwest Holdings, Inc. Wireless, Inc. Misc. FCC Licensees Alltel Communications Alltel Communications of Misc. FCC Licensees Wireless of Louisiana, Inc. Mississippi RSA #2, Inc. All interests are 100% unless otherwise noted. Misc. FCC Licensees Pro forma assignment notifications are represented by the boxes shaded in blue. Pro forma transfer of control notifications are represented by the boxes shaded in pink. Page 1

Pre-Restructuring Verizon Communications Inc. Ownership – Part 2 (simplified) Bell Atlantic Mobile Systems GTE Wireless LLC Verizon Americas Inc. LLC 31.17% 22.76% 36.07% Cellco Partnership GTE Wireless of the Midwest 10% Incorporated 74.4% GP 14.5% LP 99% GP Illinois SMSA Limited 1.1% LP Verizon Wireless Tennessee Verizon Wireless (VAW) LLC Verizon Wireless South Area 1% GP Partnership LLC Partnership various % Misc. FCC Licensees 1% GP 99% LP See Page 1 26.3% 73.7% Verizon Wireless Personal New Par Communications LP various % Misc. FCC Licensees 95% 5% Lafayette Cellular Telephone Verizon Wireless Texas, LLC Company 1% GP 1% GP 90% LP* 84% LP* Dallas MTA, L.P. San Antonio MTA, L.P. various % various % All interests are 100% Misc. FCC Licensees Misc. FCC Licensees unless otherwise noted Pro forma assignment notifications are represented by the boxes shaded in blue. Pro forma transfer of control notifications are represented by the boxes shaded in pink. * Remaining LP interests held by Verizon Wireless (VAW) LLC Page 2

Post-Restructuring Verizon Communications Inc. Ownership (simplified) Bell Atlantic Mobile Systems GTE Wireless LLC Verizon Americas Inc. LLC 32.35% 23.63% 33.64% Cellco Partnership GTE Wireless of the Midwest 10.38% Incorporated various % Verizon Wireless (VAW) LLC Misc. FCC Licensees AirTouch Cellular Inc. Verizon Wireless Texas ,LLC various % Alltel Corporation Misc. FCC Licensees various % Misc. FCC Licensees All interests are 100% unless otherwise noted Page 3


Document Created: 2019-01-28 08:48:17
Document Modified: 2019-01-28 08:48:17
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