DESCRIPTION OF TRANSACTION AND PUBLIC INTEREST STATEMENT

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Stephen Chase
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1 Page 1 of 9 DESCRIPTION OF TRANSACTION AND PUBLIC INTEREST STATEMENT Through this and twelve other contemporaneously filed Form 603 assignment applications, 1 the Federal Communication Commission s ( Commission ) consent is respectfully sought for an exchange of PCS spectrum among, on the one hand, Cellco Partnership d/b/a Verizon Wireless ( Cellco ), Rural Cellular Corporation ( RCC ), and Verizon Wireless (VAW) LLC ( VAW and, together with Cellco and RCC, Verizon ), and, on the other hand, SprintCom, Inc. ( SprintCom ) and Sprint Spectrum, L.P. ( Sprint Spectrum, and, together with SprintCom, Sprint ) (collectively, the Applicants ). The assignments are described at the end of this exhibit. The proposed transaction involves an exchange of spectrum only; it does not include the transfer of customers or any network assets or facilities. Description of Transaction Each of the Verizon licensees and Sprint licensees is a party to a License Exchange Agreement ( Agreement ) dated February 17, 2017 pursuant to which the Applicants will assign to each other PCS spectrum in the following markets: Market Number BTA049 BTA055 BTA103 BTA107 BTA231 BTA250 BTA288 BTA289 BTA331 BTA356 BTA386 BTA413 BTA Market Name Blytheville, AR Bremerton, WA Danville, IL Daytona Beach, FL Klamath Falls, OR Lewiston, ID Medford, OR Melbourne-Titusville, FL Olympia, WA Port Angeles, WA Roswell, NM Seattle, WA In 11 of the 13 markets, there is an even exchange of PCS spectrum and the Applicants spectrum aggregation totals will remain unchanged. In the remaining markets where the 1 See ULS File Nos (lead application), , , , (Assignments from Sprint licensees to Verizon licensees); ULS File Nos , , , , , , , (Assignments from Verizon licensees to Sprint licensees).

2 Page 2 of 9 exchange is not even, Sprint will acquire an additional 5 MHz (2.5 x 2.5 MHz) in Bremerton, WA and Verizon will acquire an additional 10 MHz in Danville, IL. In all but one of the markets included in this Agreement, the Applicants spectrum holdings will remain below the applicable spectrum screen in each county. 2 Exhibits 2A and 2B details the spectrum holdings of Verizon and Sprint in the affected counties, and Exhibit 3 lists the numerous other licensed wireless providers in these counties. Public Interest Statement Identical amounts of spectrum are being swapped in 11 of the 13 affected markets to improve the spectrum contiguity of the Applicants, either within the market or with respect to geographically adjacent markets. Verizon has agreed to exchange 25 MHz of PCS spectrum in Bremerton, WA for 20 MHz of PCS spectrum held by Sprint that is geographically aligned with the PCS spectrum in the markets that surround Bremerton. To offset the additional 5 MHz of PCS spectrum Sprint will receive in Bremerton, Sprint has agreed to provide Verizon with 10 MHz of PCS spectrum in the Danville, IL market that is adjacent to Verizon s existing PCS license in Danville. Grant of this application will serve the public interest by enabling more efficient operations that will result from either larger blocks of contiguous spectrum within a market or greater geographically contiguous spectrum, allowing both carriers to provide more robust services to meet the needs of their customers, and providing additional spectrum capacity to either Sprint or Verizon in certain markets to help meet the demands of their customers for broadband wireless services. Although Verizon and Sprint provide service to customers using all of the licenses that are being exchanged, any operations in a block to be assigned will be transitioned to the corresponding block of spectrum that is being acquired in this transaction, except with respect to Danville, IL, where Sprint will shift its operations to other spectrum blocks it already holds. These transitions will be seamless and invisible to customers, and there will be no discontinuance, reduction, loss or impairment of service. The small increase in spectrum attribution by Sprint should not raise competitive concerns. In the Bremerton, WA BTA (CMA212) market, where Sprint gains 5 MHz (2.5 MHz x 2.5 MHz) in additional 1.9 GHz PCS spectrum, Sprint s total attributable spectrum total rises from MHz to MHz. Thus, Sprint s total spectrum holdings are already above the Commission s applicable 199 MHz spectrum screen, and this addition is de minimis. In addition, Sprint s gain to MHz is well within recent increases in other markets where Sprint either newly exceeded 3 or further exceeded 4 the Commission s spectrum screen. Finally, in the near 2 See Policies Regarding Mobile Spectrum Holdings, Report and Order, FCC 14-63, 29 FCC Rcd , 251 ( 251 re-affirms the inclusion of approximately one-third of the suitable and available spectrum in the spectrum screen.) (2014) (Mobile Spectrum Holdings Order). 3 See Sprint US Cellular Spectrum Exchange. Sprint Corporation and United States Cellular Corporation Seek FCC Consent to the Assignments of personal Communications Service and

3 Page 3 of 9 future, the Commission will be adding suitable spectrum to the Commission s spectrum screen analysis, which will raise the screen from 199 MHz to 222 MHz. 5 Accordingly, when that change in the spectrum screen occurs, Sprint s spectrum holdings in the Bremerton, WA BTA will no longer exceed the Commission s screen. For all of these reasons, Sprint does not believe that this increase warrants significant review. The transaction meets the filing thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The Parties will file their required pre-merger notification forms with the Federal Trade Commission and Department of Justice. Applicant Qualifications The Commission has previously found that Verizon and Sprint are fully qualified to hold spectrum licenses. Moreover, the proposed spectrum assignments will fully comply with the Commission s rules. The licenses were not obtained through competitive bidding procedures during the preceding three years, and the transaction will not result in any requirement that the Applicants pay unjust enrichment to the Commission. There are no related international Section 214 or other wireless authorizations involved in the proposed transaction. Sprint Foreign Ownership Disclosure Advanced Wireless Services Licenses, Public Notice, DA , WT Docket (July 7, 2016), approved Wireless Telecommunications Bureau Report 11836, Public Notice, (November 9, 2016) (Sprint s total attributable spectrum holdings rose from to MHz in one CMA, from MHz to MHz in two CMAs, and from MHz to MHz in two CMAs). 4 See Sprint Verizon Spectrum Exchange. Sprint Corporation and Cellco Partnership d/b/a Verizon Wireless Seek FCC Consent to the Assignments of Personal Communications Service Licenses and Advanced Wireless Services License, Public Notice, DA (May 13, 2016), approved Wireless Telecommunications Bureau Report 11626, Public Notice, (August 17, 2016) (Sprint s total attributable spectrum holdings rose from MHz to MHz in three CMAs.) 5 The FCC is working to complete the Broadcast Television Incentive Auction, which will repurpose approximately 70 MHz of 600 MHz spectrum for mobile broadband use. See Expanding the Economic and Innovation Opportunities of Spectrum Through Incentive Auctions, Report and Order, 29 FCC Rcd 6567 (2014); Broadcast Incentive Auction Scheduled to Begin on March 29, 2016 Procedures for Competitive Bidding in Auction 1000, Including Initial Clearing Target Determination, Qualifying to Bid, and Bidding in Auctions 1001 (Reverse) and 1002 (Forward), Public Notice, FCC 15-78, AU Docket No (rel. Aug. 11, 2015). The Commission will count one-third of the 70 MHz of auctioned 600 MHz spectrum in its spectrum screen analysis upon the release of the Channel Reassignment Public Notice after the conclusion of the auction. See Mobile Spectrum Holdings Order 81.

4 Page 4 of 9 SoftBank s interest in Sprint and its qualifications as a foreign corporation to hold indirect ownership interest in common carrier licenses have been authorized by the Commission. 6 Further, pursuant to the review by the relevant Executive Branch agencies and the Committee on Foreign Investment in the United States, and the National Security Agreement entered into by Sprint with the Department of Defense, the Department of Homeland Security, and the Department of Justice, the Commission found in the SoftBank Order that there were no public interest harms due to national security, law enforcement, foreign policy or trade concerns, with the indirect foreign ownership of the Sprint licensee subsidiaries, including Sprint Spectrum and SprintCom. 7 Accordingly, the Commission should find that no new foreign ownership issues are raised by this filing and should extend the previous foreign ownership authorization to the licenses being assigned pursuant to these applications. See Sprint s foreign ownership statement at Exhibit 4. Pre-Closing Spectrum Manager Leases The Applicants intend to enter into pre-closing spectrum manager leases of the spectrum involved in this transaction to allow each Applicant to efficiently transition to the new blocks of spectrum in each market. These pre-closing leases will terminate upon the earliest to occur of 1) the close of the license exchange, 2) 90 days after the effective date of the termination of the license exchange agreement, and 3) the first anniversary of the lease commencement. The Applicants will file the appropriate spectrum manager lease notifications with the Commission and the cancellation notices as appropriate and in accordance with the Commission s rules. Conclusion For these reasons, the proposed transaction will serve the public interest, and the Applicants request prompt Commission approval. 6 See SoftBank Order, 28 FCC Rcd. at , Id. at ,

5 SPECTRUM ASSIGNMENTS FROM SPRINT TO VERIZON Application 1 SprintCom to Cellco Full Assignments FCC Form 603 Page 5 of 9 WPOJ690 WQHG460 KNLH507 WQDN649 Market (No.) Daytona Beach, FL BTA107 Melbourne-Titusville, FL BTA289 Danville, IL BTA103 Roswell, NM BTA (PCS/C3) (PCS/C3) (PCS/E) , (PCS/F) KNLF260 KNLF248 KNLF284 Application 2 Sprint Spectrum to VAW Partial Assignments Assignment Market Area Portland MTA030 Seattle MTA024 Spokane MTA042 Medford, OR BTA288 and Klamath Falls, OR BTA231 Seattle, WA BTA413 Olympia, WA BTA331, Port Angeles, WA BTA356, and Bremerton, WA BTA055 Lewiston ID BTA250 Asotin and Garfield Counties (PCS/B3) (PCS/B4) (PCS/B3 B4) (PCS/B) (PCS/B1)

6 Page 6 of 9 KNLF284 KNLF284 Application 3 Sprint Spectrum to RCC Partial Assignment Assignment Market Area Spokane MTA042 Lewiston, ID BTA250 Application 4 Sprint Spectrum to Cellco Partial Assignment Assignment Market Area Spokane MTA042 Lewiston ID BTA250 Clearwater, Idaho, Latah, Lewis & Nez Perce Counties (PCS/B) (PCS/B1) Application 5 Sprint Spectrum to Cellco Full Assignment WQIX860 Market (No.) Blytheville, AR BTA (PCS/C3 fragment)

7 SPECTRUM ASSIGNMENTS FROM VERIZON TO SPRINT Application 6 Cellco to Sprintcom Full Assignments FCC Form 603 Page 7 of 9 WQTX821 WQEB558 Daytona Beach, FL BTA107 Melbourne-Titusville, FL BTA , (PCS/C4) , (PCS/C4) Application 7 Cellco to SprintCom Partial Assignment KNLF775 Assignment Roswell, NM BTA , (PCS/C5) Application 8 Cellco to Sprint Spectrum Full Assignment WPVP254 Lewiston, ID BTA250 Clearwater, Idaho, Latah, Lewis & Nez Perce Counties , (PCS/C1) Application 9 Cellco to Sprint Spectrum Partial Assignment WPVP253 Assignment Blytheville, AR BTA , (PCS/C4 fragment)

8 Page 8 of 9 Application 10 RCC to Sprint Spectrum Full Assignment WPOK588 Lewiston, ID BTA , (PCS/C2) Application 11 VAW to Sprint Spectrum Full Assignments KNLH678 KNLH674 WQCS427 WQVU571 WQCX698 WQQQ247 WQCS433 WPTB338 WQDU934 WPOK671 Medford, OR BTA288 Klamath Falls, OR BTA231 Modoc County Klamath Falls, OR BTA231 Klamath and Lake Counties Klamath Falls, OR BTA231 Klamath and Lake Counties Lewiston, ID BTA250 Asotin and Garfield Counties Seattle, WA BTA413 Olympia, WA BTA331 Bremerton, WA BTA055 Olympia, WA BTA , (PCS/E) , (PCS/E) (PCS/E fragment) (PCS/E fragments) , (PCS/C1) , (PCS/C4) , (PCS/C3) , (PCS/C5) , (PCS/C2) , (PCS/C3) , (PCS/C4 fragment)

9 Page 9 of 9 KNLF483 KNLG843 KNLG844 Port Angeles, WA BTA356 Port Angeles, WA BTA , (PCS/C1) , (PCS/E) , (PCS/F) Assignment Application 12 VAW to Sprint Spectrum Partial Assignment KNLG842 Bremerton, WA BTA , (PCS/F) Application 13 VAW to SprintCom Partial Assignment KNLG842 Assignment Bremerton, WA BTA , (PCS/F)

Before the Federal Communications Commission Washington, D.C ) ) ) ) ) REPLY COMMENTS OF PCIA THE WIRELESS INFRASTRUCTURE ASSOCIATION

Before the Federal Communications Commission Washington, D.C. 20554 In the Matter of Amendment of the Commission s Rules with Regard to Commercial Operations in the 3550-3650 MHz Band GN Docket No. 12-354