UNITED STATES OF AMERICA v. AT&T INC. et al

Filing 7

AT&T Inc., T-Mobile USA, Inc., and Deutsche Telekom AG ANSWER to 1 Complaint by AT&T INC..(Hansen, Mark)

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
UNITED STATES OF AMERICA,
Plaintiff,
v.
AT&T INC., et al.,
Defendants.

)
)
)
)
)
)
)
)
)
)
)

Case No. 1:11-cv-01560-ESH

ANSWER
Defendants AT&T Inc. (“AT&T”), T-Mobile USA, Inc. (“T-Mobile”), and Deutsche
Telekom AG (“DT”) (jointly “Defendants”) respond to the allegations of the Complaint as set
forth below. Any allegation not expressly and explicitly admitted is denied.
GENERAL RESPONSE TO PLAINTIFF’S ALLEGATIONS
The combination of T-Mobile and AT&T is good for consumers. Integrating the two
networks will free up spectrum and create substantial new capacity to meet the spectacular
growth in demand resulting from an increasingly on-line world. The new network will be more
than the sum of its parts: as a result of engineering efficiencies enabled by the transaction, the
combined capacity of the new firm will be significantly greater than what the two companies
could do separately. That means increased output, higher quality service, fewer dropped calls,
and lower prices to consumers than without the merger. Rather than substantially reducing
competition, the combined firm will usher in more intense competition to an already vibrantly
competitive market. While acknowledging the importance of merger efficiencies in enhancing
competition in its Merger Guidelines, the Department of Justice’s Complaint fails to come to
grips with the significant efficiencies this transaction will generate.

Plaintiff’s Complaint similarly fails to depict accurately the state of competition in
mobile telecommunications today, the dynamic nature of the wireless industry, or the procompetitive and pro-consumer impact of this transaction. Wireless competition is fierce: prices
have declined steadily, output is expanding, technological innovation is occurring at an
extraordinary pace, and new providers with innovative business models have successfully
entered and expanded. All of this will continue, and likely increase, after the transaction. The
Complaint largely ignores the significant competition from established providers such as Verizon
Wireless and Sprint, innovative upstarts such as MetroPCS and Leap/Cricket, and strong regional
providers like US Cellular and Cellular South, among others. The Department does not and
cannot explain how, in the face of all of these aggressive rivals, the combined AT&T/T-Mobile
will have any ability or incentive to restrict output, raise prices, or slow innovation. Nor can it
explain how T-Mobile, the only major carrier to have actually lost subscribers in a robustly
growing market, provides a unique competitive constraint on AT&T. It also fails to
acknowledge that surging customer demand for wireless services drives carriers to invest,
expand, and innovate.
This transaction is a response to, and will help mitigate, the spectrum shortage that has
occurred as the number of wireless subscribers has grown from just over 100 million to more
than 300 million in just the past decade and the use of wireless data services has increased
dramatically. As FCC Chairman Genachowski recently explained, this “spectrum crunch” – if
not addressed – will result in higher prices and reduced quality, to the detriment of consumers:
If we do nothing in the face of the looming spectrum crunch, many
consumers will face higher prices – as the market is forced to respond to
supply and demand – and frustrating service – connections that drop, apps
that run unreliably or too slowly. The result will be downward pressure on
consumer use of wireless service, and a slowing down of innovation and
investment in the space. Emerging markets like mobile medicine, mobile

2

payments, social-network-based services, and machine-to-machine
connectivity will see their growth stunted. This would hurt our economy
broadly.1
AT&T is a leader in mobile broadband, in devices like smart phones and tablets, and in
technology that drives mobile applications and next-generation services, but existing and future
capacity constraints will jeopardize its competitiveness. AT&T invested more than $30 billion in
wireless spectrum and infrastructure from 2008-2010, including numerous network initiatives to
squeeze as much capacity as possible out of its existing spectrum. Yet customers’ insatiable and
growing demand for wireless data is placing unprecedented strains on AT&T’s network and is
impairing its ability to continue to meet explosive mobile broadband demands. This transaction
will enhance competition and benefit consumers by allowing AT&T to free up spectrum and
expand capacity to offer more and better services to customers.
Although the transaction will remove T-Mobile as an independent competitor, no
significant consumer harm will result. For the past two years, T-Mobile has been losing
customers despite growing demand, and, without the spectrum to deploy a 4G LTE network such
as that deployed by the other carriers, there is no reason to expect a change in its undifferentiated
competitive significance. To the contrary, T-Mobile’s business model remains “stuck in the
middle” between larger providers like Verizon, AT&T, and Sprint, and lower-priced competitors
like MetroPCS and Cricket. And T-Mobile’s German parent, Deutsche Telekom, announced that
it would not continue to make significant investments in the United States. Blocking this
transaction will not help T-Mobile or its customers, but the transfer of T-Mobile’s network
capacity and infrastructure to AT&T, a healthy competitor, will enhance competition for all, now
and in the future.
1

Remarks Prepared for Delivery at 9, CTIA Wireless 2011 (Mar. 22, 2011).

3

As the wireless industry matured from 1999-2009, there was significant industry
consolidation. Yet consumers continually got more and better services for their money,
infrastructure investment increased, services, features, and functionality were enhanced, and
output continued to rise dramatically. The increased output enabled by this transaction will
continue this trend.
Thus, not only will Plaintiff not be able to carry its burden of proof, but the relief it seeks
is itself anticompetitive, as it will severely set back growth and competition in the wireless
industry. Without this merger, AT&T will continue to experience capacity constraints, millions
of customers will be deprived of faster and higher quality service, and innovation and
infrastructure will be stunted. If this transaction does not close due to Plaintiff’s lawsuit,
wireless consumers will, as the FCC Chairman predicts, increasingly face higher prices and
lower quality.
RESPONSE TO SPECIFIC ALLEGATIONS
I.

NATURE OF THE ACTION

1. Mobile wireless telecommunications services are vital to the everyday lives of
hundreds of millions of Americans. From their modest beginnings in the
1980s, when handsets were the size of a brick and coverage areas were
limited, mobile wireless telecommunications devices have evolved into a
profusion of smartphones, feature phones, tablets, data cards, e-readers, and
other devices that use the nationwide mobile wireless telecommunications
networks. Mobile wireless telecommunications services have become
indispensible [sic] both to the way we live and to the way companies do
business throughout the United States. Innovation in wireless technology
drives innovation throughout our 21st-century information economy, helping
to increase productivity, create jobs, and improve our daily lives. Vigorous
competition is essential to ensuring continued innovation and maintaining low
prices.

Response:

Defendants admit that mobile wireless telecommunications services have

become widely adopted and have enabled a wide variety of devices, applications, and services.
Defendants also admit that innovation in mobile wireless telecommunications, derived from

4

many sources, has led to increased productivity and has improved the lives of people in the
United States and throughout the world. Defendants further respond that the mobile wireless
telecommunications industry in the United States is intensely competitive. Defendants deny the
remaining allegations in this paragraph.
2. On March 20, 2011, AT&T entered into a stock purchase agreement to acquire
T-Mobile from its parent, Deutsche Telekom AG (“DT”), and to combine the
two companies’ mobile wireless telecommunications services businesses
(“Transaction Agreement”). AT&T, with approximately 98.6 million
connections to mobile wireless devices, and T-Mobile, with approximately 33.6
million connections, serve customers throughout the United States, with
networks that each reach the homes of at least 90 percent of the U.S.
population. AT&T and T-Mobile are two of only four mobile wireless
providers with nationwide networks and a variety of competitive attributes
associated with that national scale and presence. The other two nationwide
networks are operated by Verizon Wireless (“Verizon”) and Sprint Nextel
Corp. (“Sprint”). Although smaller providers exist, they are significantly
different from these four. For instance, none of the smaller carriers’ voice
networks cover even one-third of the U.S. population, and the largest of these
smaller carriers has less than one-third the number of wireless connections as
T-Mobile. Similarly, regional competitors often lack a nationwide data
network, nationally recognized brands, significant nationwide spectrum
holdings, and timely access to the most popular handsets. Collectively, the
“Big Four” – AT&T, T-Mobile, Verizon, and Sprint – provide more than 90
percent of service connections to U.S. mobile wireless devices.

Response:

Defendants admit the allegations in the first sentence of this paragraph.

Defendants further respond that the Complaint’s allegations regarding the percentage of “service
connections” provided by AT&T, T-Mobile, Verizon, and Sprint include service provided by
those carriers on a wholesale basis to other providers that independently set the retail prices
charged to their customers. Defendants further respond that characterization of AT&T,
T-Mobile, Verizon, and Sprint as the “Big Four” is misleading in this context, because, as the
FCC has recently found in its Fifteenth Report2 on the state of competition in the mobile services

2

Fifteenth Report, Implementation of Section 6002(b) of the Omnibus Budget Reconciliation Act
of 1993, Annual Report and Analysis of Competitive Market Conditions with Respect to Mobile

5

marketplace, more than 90% of U.S. consumers have at least five wireless providers to choose
from. Defendants otherwise deny the allegations in this paragraph.
3. Due to the advantages arising from their scale and scope of coverage, each of
the Big Four nationwide carriers is especially well-positioned to drive
competition, at both a national and local level, in this industry. T-Mobile in
particular – a company with a self-described “challenger brand,” that
historically has been a value provider, and that even within the past few
months had been developing and deploying “disruptive pricing” plans –
places important competitive pressure on its three larger rivals, particularly in
terms of pricing, a critically important aspect of competition. AT&T’s
elimination of T-Mobile as an independent, low-priced rival would remove a
significant competitive force from the market. Additionally, T-Mobile’s
investment in an advanced high-speed network and its innovations in
technology and mobile wireless telecommunications services have provided,
and continue to provide, consumers with significant value. Thus, unless this
acquisition is enjoined, customers of mobile wireless telecommunications
services likely will face higher prices, less product variety and innovation, and
poorer quality services due to reduced incentives to invest than would exist
absent the merger. Because AT&T’s acquisition of T-Mobile likely would
substantially lessen competition in violation of Section 7 of the Clayton Act, 15
U.S.C. § 18, the Court should permanently enjoin this acquisition.

Response:

Defendants respond that T-Mobile is losing customers and subscriber

shares in a growing market, is not a unique or material competitive constraint on AT&T, and will
not be one going forward in the absence of this transaction. Defendants otherwise deny the
allegations in this paragraph.
II.

JURISDICTION AND VENUE

4. The United States files this Complaint under Section 15 of the Clayton Act, 15
U.S.C. § 25, to prevent and restrain Defendants from violating Section 7 of the
Clayton Act, as amended, 15 U.S.C. § 18.

Response:

Defendants admit that Plaintiff has filed its Complaint pursuant to Section

15 of the Clayton Act and that Plaintiff purports to seek to prevent and restrain Defendants from

Wireless, Including Commercial Mobile Services, FCC 11-103, WT Docket No. 10-133 (June
27, 2011).

6

violating Section 7 of the Clayton Act. Defendants deny that the proposed transaction would
violate the Clayton Act.
5. AT&T, DT, and T-Mobile are engaged in interstate commerce and in activities
substantially affecting interstate commerce. The Court has subject-matter
jurisdiction over this action pursuant to Sections 15 and 16 of the Clayton Act,
15 U.S.C. §§ 25 and 26, and 28 U.S.C. §§ 1331, 1337, 1345.

Response:

Admitted.

6. Venue is proper in this District under Section 12 of the Clayton Act, 15 U.S.C.
§ 22 and 28 U.S.C. § 1391(b)(1), (c). Defendants AT&T, DT, and T-Mobile
transact business and are found within the District of Columbia. The
Defendants have consented to personal jurisdiction in this judicial district.

Response:

Admitted.

III.

THE DEFENDANTS AND THE TRANSACTION

7. AT&T, with headquarters in Dallas, Texas, is a corporation organized and
existing under the laws of the State of Delaware. AT&T is one of the world’s
largest providers of communications services, and the second-largest mobile
wireless telecommunications services provider in the United States, as
measured by subscribers. AT&T provides mobile wireless telecommunications
services in 50 states, the District of Columbia, and Puerto Rico, providing
approximately 98.6 million connections to mobile wireless devices. In 2010,
AT&T’s revenues from mobile wireless telecommunications services were
$53.5 billion, and its total revenues were more than $124 billion.

Response:

Defendants admit the allegations of this paragraph and further respond that

AT&T provided approximately 98.6 million connections to mobile wireless devices as of the
second quarter of 2011.
8. T-Mobile, with headquarters in Bellevue, Washington, is a corporation
organized and existing under the laws of the State of Delaware. T-Mobile is
the fourth-largest mobile wireless telecommunications services provider in the
United States as measured by subscribers. T-Mobile provides mobile wireless
telecommunications services in 48 states, the District of Columbia, and Puerto
Rico, providing approximately 33.6 million connections to mobile wireless
devices. In 2010, T-Mobile’s revenues from mobile wireless
telecommunications services were approximately $18.7 billion. T-Mobile is a
wholly owned subsidiary of Deutsche Telekom AG.

Response:

Admitted.

7

9. Deutsche Telekom AG is a German corporation headquartered in Bonn,
Germany. It is the largest telecommunications operator in Europe with
wireline and wireless interests in numerous countries and total annual
revenues in 2010 of €62.4 billion.

Response:

Admitted.

10. Pursuant to the Transaction Agreement, AT&T will acquire T-Mobile for cash
and stock worth approximately $39 billion. If this transaction is consummated,
AT&T and T-Mobile would become the nation’s largest wireless carrier. The
merged firm would have approximately 132 million connections to mobile
wireless devices in the United States, with more than $72 billion in mobile
wireless telecommunications services revenues.

Response:

Defendants admit the allegations in the first two sentences of this

paragraph. Defendants deny the remainder of the allegations in this paragraph.
IV.
A.

TRADE AND COMMERCE

Relevant Product Markets
11. Mobile wireless telecommunications services allow customers to engage in
telephone conversations and obtain data services using radio transmissions
without being confined to a small area during a call or data session, and
without requiring an unobstructed line of sight to a radio tower. Mobility is
highly valued by customers, as demonstrated by the more than 300 million
connections to mobile wireless devices in the United States. In 2010, revenues
from the sale of mobile wireless telecommunications services in the United
States were approximately $160 billion. To provide service, mobile wireless
telecommunications carriers typically must acquire FCC licenses to utilize
electromagnetic spectrum to transmit signals; deploy extensive networks of
radio transmitters and receivers at numerous telecommunications towers and
other sites; and obtain “backhaul” – copper, microwave, or fiber connections
from those sites to the rest of the network. They must also deploy switches as
part of their networks, and interconnect their networks with the networks of
wireline carriers and other mobile wireless telecommunications services
providers. To be successful, providers also typically must engage in extensive
marketing and develop a comprehensive network for retail distribution.

Response:

Defendants admit the allegations in the first sentence of this paragraph.

Defendants admit that mobility is one attribute of mobile wireless service that customers value,
along with many other attributes. Defendants admit that, to provide facilities-based mobile
wireless telecommunications service, carriers typically must acquire FCC licenses to utilize
electromagnetic spectrum to transmit signals, or lease or otherwise obtain rights to use spectrum;

8

deploy networks of radio transmitters and receivers at telecommunications towers and other
sites; and obtain “backhaul” – copper, microwave, or fiber connections from those sites to the
rest of the network; deploy switches or acquire switching services from other providers; and
interconnect their networks with the networks of other mobile carriers and wireline carriers.
Defendants further respond that firms can and do compete in the mobile wireless
telecommunications industry as resellers or mobile virtual network operators (“MVNOs”)
without acquiring rights to use electromagnetic spectrum or constructing or acquiring network
facilities, by reselling network service provided by others, and that such resellers and MVNOs
can be substantial and effective competitors. Defendants deny the remainder of the allegations in
this paragraph.
12. Mobile wireless telecommunications services include both voice and data
services (e.g., texting and Internet access) provided over a radio network and
allow customers to maintain their telephone calls or data sessions wirelessly
when traveling. Mobile wireless telecommunications providers offer their
services on a variety of devices including mobile phones, smartphones, data
cards, tablet computers, and netbooks. In addition, an increasingly important
group of customers are building mobile wireless capability into new devices,
such as e-readers and vehicle tracking equipment, and contracting for mobile
wireless telecommunications services on behalf of their own customers. There
are no cost-effective alternatives to mobile wireless telecommunications
services. Because neither fixed wireless services nor wireline services are
mobile, they are not regarded by consumers of mobile wireless
telecommunications services as reasonable substitutes. In the face of a small
but significant price increase imposed by a hypothetical monopolist it is
unlikely that a sufficient number of customers would switch some or all of their
usage from mobile wireless telecommunications services to fixed wireless or
wireline services such that the price increase or reduction in innovation would
be unprofitable. Mobile wireless telecommunications services accordingly is a
relevant product market under Section 7 of the Clayton Act, 15 U.S.C. § 18.

Response:

Defendants admit that wireless telecommunications services include voice

and data services and that these services allow customers to maintain their voice calls or data
sessions wirelessly when traveling. Defendants admit the second sentence in this paragraph and
add that mobile wireless telecommunications providers offer their services on a number of

9

additional devices. Defendants admit that certain customers are building mobile wireless
capability into new devices, such as e-readers and vehicle tracking equipment, and contracting
for mobile wireless telecommunications services on behalf of their customers, and further
respond that the demand created by these and other new mobile devices and applications are
contributing to the overall increase in demand. Defendants admit that neither fixed wireless
services nor wireline services are mobile, and that some consumers do not regard them as
reasonable substitutes for mobile services. Defendants deny the remainder of the allegations in
this paragraph as pled.
13. Business customers, sometimes known as enterprises, and government
customers often select and contract for mobile wireless telecommunications
services for use by their employees in their professional and/or personal
capacities. These customers constitute a distinct set of customers for mobile
wireless telecommunications services, and sales of mobile wireless
telecommunications services covered by enterprise or government contracts
amounted to more than $40 billion last year. The selection and service
requirements for enterprise and government customers are materially different
than those of individual consumers. Enterprise and government customers
typically are served by dedicated groups of employees who work for the mobile
wireless carriers, and such customers generally select their providers by
soliciting bids, sometimes through an “RFP” (request for proposal) process.
Enterprise and government customers typically seek a carrier that can provide
services to employees, facilities, and devices that are geographically
dispersed. Therefore, enterprise and government customers require services
that are national in scope. In addition, prices and terms tend to be more
attractive for enterprise and government customers than for individuals, and
include features such as pooled minutes as well as favorable device upgrade
and replacement policies. Enterprise and government service contracts often
are individually negotiated, with carriers frequently providing discounts on
particular RFPs in response to their competitors’ offers. There are no good
substitutes for mobile wireless telecommunications services provided to
enterprise and government customers, nor would a significant number of such
customers switch to purchasing such services through ordinary retail channels
in the event of a small but significant price increase in services offered through
the enterprise and government sales channels. Accordingly, mobile wireless
telecommunications services provided to enterprise and government customers
is a relevant product market under Section 7 of the Clayton Act, 15 U.S.C.
§ 18.

Response:

Defendants admit the allegations in the first sentence of this paragraph.

Defendants further respond that business customers are not a homogenous or distinct customer

10

set, but differ significantly, inter alia, in size, geographical presence, product and service
requirements, and payment arrangements. Defendants otherwise deny the allegations in this
paragraph as pled.
B.

Relevant Geographic Markets
14. Mobile wireless telecommunications services are sold to consumers in local
markets that are affected by nationwide competition among the dominant
service providers. It is therefore appropriate both to identify local markets in
which consumers purchase mobile wireless telecommunications services and
to identify the nature of the nationwide competition affecting those markets.
AT&T’s acquisition of T-Mobile will have nationwide competitive effects
across local markets.

Response:

Defendants deny the allegations in this paragraph.

15. Because most customers use mobile wireless telecommunications services at
and near their workplaces and homes, they purchase services from providers
that offer and market services where they live, work, and travel on a regular
basis.

Response:

Defendants admit that consumers purchase mobile wireless

telecommunications services locally. Defendants deny the remainder of the allegations in this
paragraph.
16. The nation’s four largest providers of mobile wireless telecommunications
services, including AT&T and T-Mobile, provide and market service on a
nationwide basis. Other providers have limited networks that cover only
particular localities and regions. Those smaller carriers typically do not
market to customers outside of their respective network coverage areas, and
may not even sell to such customers; therefore, local or regional carriers are
not an attractive, or perhaps even available, option for those customers who
live and work in areas outside of these smaller providers’ respective network
coverage areas.

Response:

Defendants deny the allegations in this paragraph.

17. Accordingly, from a consumer’s perspective, local areas may be considered
relevant geographic markets for mobile wireless telecommunications services.
The Cellular Market Areas (“CMAs”) that the FCC has identified and used to
license mobile wireless telecommunications services providers for certain
spectrum bands often approximate the areas within which customers have the
same competitive choices. AT&T and T-Mobile compete against each other in
local markets across the United States that collectively encompass a large
majority of U.S. mobile wireless telecommunications consumers. Indeed,

11

AT&T and T-Mobile compete head to head in at least 97 of the nation’s top
100 CMAs as well as in many other areas. These 97 CMAs alone include over
half of the U.S. population. Each of these 97 CMAs, identified in Appendix B,
effectively represents an area in which the transaction likely would
substantially lessen competition for mobile wireless telecommunications
services and each constitutes a relevant geographic market under Section 7 of
the Clayton Act, 15 U.S.C. § 18. In addition, as described below, the
nationwide effects of the transaction likely would substantially lessen
competition in local markets across the nation.

Response:

Defendants admit that consumers purchase mobile wireless

telecommunications services locally. Defendants admit the allegations in the second sentence of
this paragraph. Defendants admit that AT&T and T-Mobile both offer services across the United
States that collectively encompass a large majority of U.S. mobile wireless telecommunications
consumers. Defendants further respond that other competitors also offer services in these
Cellular Market Areas (“CMAs”). Defendants deny the remainder of the allegations in this
paragraph as pled.
18. In competing for customers in the 97 markets identified in Appendix B and
other CMAs, AT&T and T-Mobile (as well as Verizon and Sprint) utilize
networks that cover the vast majority of the U.S. population, advertise
nationally, have nationally recognized brands, and offer pricing, plans, and
devices that are available nationwide. For a variety of reasons, there is little
or no regional variation in the pricing plans offered by the Big Four
nationwide carriers. Nationwide pricing simplifies customer service and
billing, reduces consumer confusion that might otherwise result from regional
pricing disparities, and allows the carriers to take advantage of nationwide
advertising in promoting their services. Similarly, when the Big Four carriers
make devices available to the public, they typically make them available
nationwide. This too minimizes customers’ confusion and dissatisfaction, and
allows the carriers to take advantage of nationwide marketing. In addition, the
Big Four carriers generally deploy system technology on a nationwide basis,
including critical components such as network standards, e.g., LTE or
HSPA+. These technological choices are an important aspect of competition
in the mobile wireless telecommunications services market.

Response:

Defendants admit that they have networks that cover a large portion of the

U.S. population, that they advertise nationally and have brands that are well-recognized, and that
their recurring monthly pricing plans generally are the same nationwide. Defendants further
respond that, as a result of local variations in device pricing and promotions, as well as

12

promotions and discounts on other elements of customers’ purchases, the ultimate prices paid by
mobile wireless telecommunications customers can and do vary depending on where the
customer buys Defendants’ products and services. Defendants deny the remainder of the
allegations in this paragraph.
19. The national decision-making of the Big Four carriers results in nationwide
competition across local markets. Each of the Big Four firms making a
competitive choice regarding a pricing plan, or other national competitive
attribute, will consider competitive conditions across the United States, as the
decision will take effect throughout the United States. Because competitive
decisions affecting technology, plans, prices, and device offerings are typically
made at a national, rather than a local, level, the rivals that affect those
decisions generally are those with sufficient national scale and scope, i.e., the
Big Four. As AT&T acknowledged less than three years ago during a merger
proceeding, it aims to “develop its rate plans, features and prices in response
to competitive conditions and offerings at the national levels – primarily the
plans offered by the other national carriers.” As AT&T recognized, “the
predominant forces driving competition among wireless carriers operate at the
national level.” That remains the case today.

Response:

Defendants deny the allegations in this paragraph.

20. Because, as AT&T admits, competition operates at a national level, it is
appropriate to consider the competitive effects of the transaction at a national
level. There is no doubt that AT&T and T-Mobile compete against each other
on a nationwide basis, make many decisions on a nationwide basis, and that
this national competition is conducted in local markets that include the vast
majority of the U.S. population. Indeed, customers in local markets across the
country often face very similar choices from AT&T, T-Mobile, Verizon, and
Sprint, regardless of whether local or regional carriers also compete in any
particular CMA. It is necessary, therefore, to analyze competition at the
national level in order to capture, as AT&T has stated, “the predominant
forces driving competition among wireless carriers,” and the impact of these
forces on competitive decisions and outcomes that are fundamentally national
in nature. Thus, whereas CMAs are appropriate geographic markets from the
perspective of individual consumer choice, from a seller’s perspective, the Big
Four carriers compete against each other on a nationwide basis and AT&T’s
acquisition of T-Mobile will have nationwide competitive effects across local
markets.

Response:

Defendants respond that Plaintiff’s selective quotation of unidentified

written material, without context, is misleading and inappropriate. Defendants otherwise deny
the allegations in this paragraph.

13

21. Enterprise and government customers often have multiple office and business
locations throughout the United States, and employees who may travel
frequently. Enterprise and government customers often contract at the same
time for employees located at these multiple locations across the country.
Therefore, enterprise and government customers generally require a mobile
wireless provider with a nationwide network, and are willing to contract with
a carrier anywhere in the United States who has such a network. Accordingly,
the United States is a relevant geographic market under Section 7 of the
Clayton Act, 15 U.S.C. § 18, for mobile wireless telecommunications services
offered to enterprise and government customers.

Response:

Defendants admit that some enterprise and government customers may

have multiple office and business locations throughout the United States, and some employees
who may travel frequently. Defendants admit that some enterprise and government customers
may at times choose to contract for employees located at multiple locations across the country.
Defendants deny the remainder of the allegations in this paragraph as pled.
C.

Concentration
22. Concentration in relevant markets is typically measured by the HerfindahlHirschman Index (“HHI”), which is defined and explained in Appendix A to
this Complaint. Preliminary market share estimates demonstrate that in 96 of
the nation’s largest 100 CMAs – all identified in Appendix B as representing
relevant geographic markets for mobile wireless telecommunications services
– the post-merger HHI exceeds 2,500. Such markets are considered to be
highly concentrated. In one additional CMA identified in Appendix B, the postmerger HHI falls just below 2,500 and the market would be considered
moderately concentrated.

Response:

Defendants admit that the Herfindahl-Hirschman Index (“HHI”) is used by

Plaintiff as a measure of market concentration, and that the HHI is calculated by squaring the
market share of each firm competing in a relevant market and then summing the resulting
numbers. Defendants admit that the HHI approaches zero when a relevant market is occupied by
a large number of firms of relatively equal size and reaches its maximum of 10,000 points when
a relevant market is controlled by a single firm. Defendants admit that the HHI increases both as
the number of firms in a relevant market decreases and as the disparity in size across those firms
increases. Defendants admit that the Horizontal Merger Guidelines issued by Plaintiff and the

14

Federal Trade Commission on August 19, 2010, reference the HHI, but otherwise state that the
Horizontal Merger Guidelines speak for themselves. Defendants further respond that the HHI
analysis is only one factor in merger analysis, and that a complete analysis must take full account
of competitive dynamics and efficiencies not captured by such simplistic calculations.
Defendants deny the remainder of the allegations in this paragraph and in Appendices A and B.
23. In 91 of the 97 CMAs identified in Appendix B as representing relevant
geographic markets for mobile wireless telecommunications services –
including all of the nation’s 40 largest markets – preliminary market share
estimates demonstrate that AT&T’s acquisition of T-Mobile would increase the
HHI by more than 200 points. Such an increase is presumed to be likely to
enhance market power. In an additional 6 CMAs, the increase would be at
least 100, an increase that often raises significant competitive concerns.

Response:

Defendants hereby incorporate the response to Paragraph 22 as if fully set

forth herein. Defendants otherwise deny the allegations in this paragraph.
24. In more than half of the CMAs identified in Appendix B as representing
relevant geographic markets for mobile wireless telecommunications services,
the combined AT&T/T-Mobile would have a greater than 40 percent share. In
at least 15 of the CMAs, including major metropolitan markets such as Dallas,
Houston, Oklahoma City, Birmingham, Honolulu, and Seattle, the combined
firm would have a greater than 50 percent share – i.e., more customers than
all the other firms combined.

Response:

Defendants hereby incorporate the response to Paragraph 22 as if fully set

forth herein. Defendants otherwise deny the allegations in this paragraph.
25. Nationally, the proposed merger would result in an HHI of more than 3,100
for mobile wireless telecommunications services, an increase of nearly 700
points. These numbers substantially exceed the thresholds at which mergers
are presumed to be likely to enhance market power.

Response:

Defendants hereby incorporate the response to Paragraph 22 as if fully set

forth herein. Defendants otherwise deny the allegations in this paragraph.
26. In the national market for mobile wireless telecommunications services
provided to enterprise and government customers, the proposed merger would
result in an HHI of at least 3,400, an increase of at least 300 points. These
numbers exceed the thresholds above which mergers are presumed to be likely
to enhance market power.

15

Response:

Defendants hereby incorporate the response to Paragraph 22 as if fully set

forth herein. Defendants otherwise deny the allegations in this paragraph.
D.

Anticompetitive Effects
1.

Overview of T-Mobile’s Importance as an Aggressive Competitor

27. Historically and currently, T-Mobile has positioned itself as the value option
for wireless services, focusing on aggressive pricing, value leadership, and
innovation. As T-Mobile noted in a document generated in preparation for an
investor’s conference, the company views itself as “the No. 1 value challenger
of the established big guys in the market and as well positioned in a
consolidated 4-player national market.” T-Mobile’s Chief Marketing Officer,
Cole Brodman, a 15-year veteran of the company, described T-Mobile as
having “led the industry in terms of defining rate plan value.” T-Mobile
consumers benefit from the lower prices offered by T-Mobile, while
subscribers of Verizon, AT&T, and Sprint gain from more attractive offerings
that those firms are spurred to provide because of the attractive national value
proposition of T-Mobile.

Response:

Defendants respond that Plaintiff’s selective quotation of unidentified

written material, offered without context, is misleading and inappropriate. Defendants further
respond that currently, T-Mobile is not a unique or material competitive constraint on AT&T.
Defendants otherwise deny the allegations in this paragraph.
28. Innovation is well known to be an important driver of economic growth. TMobile has been responsible for numerous “firsts” in the U.S. mobile wireless
industry, as outlined in an internal document entitled “T-Mobile Firsts:
Paving the way one first at a time.” The document lists the first Android
handset, Blackberry wireless e-mail, the Sidekick (a consumer “all-in-one”
messaging device), national Wi-Fi “hotspot” access, and a variety of
unlimited service plans, among other firsts.

Response:

Defendants admit the allegations in the first sentence of this paragraph.

Defendants further respond that currently, T-Mobile is not a unique or material competitive
constraint on AT&T. Defendants further respond that Plaintiff’s selective quotation of
unidentified written material, without context, is misleading and inappropriate. Defendants deny
the remainder of the allegations in this paragraph.
29. T-Mobile has also been an innovator in terms of network development and
deployment. For instance, T-Mobile was the first company to roll out and

16

market a nationwide network based on advanced HSPA+ technology and
marketed as 4G. Such investments in new network technologies – spurred by
competition among the Big Four – are valuable to consumers as they increase
the efficiency of spectrum use and allow for more mobile wireless services
output.

Response:

Defendants admit that investments in new network development and

deployment can be valuable to consumers, where they increase the efficiency of spectrum use
and allow for more mobile wireless services output. Defendants admit that T-Mobile has
deployed a network based on HSPA+ technology, which it markets as 4G. Defendants further
respond that T-Mobile has not been a meaningful or unique innovator in terms of network
development and deployment, nor is it likely to become one in the foreseeable future.
Defendants deny the remainder of the allegations in this paragraph.
30. AT&T has felt competitive pressure from T-Mobile’s innovation. As a January
2010 AT&T internal document observed in analyzing the roll-out of new
competitive broadband networks by several of its competitors:
[T]he more immediate threat to AT&T is T-Mobile. . . . On January 5th,
2010, it announced that it had upgraded its entire network with HSPA 7.2
covering 200M POPS. It also reiterated prior statements that it would add
HSPA+, capable of 3x the throughput of HSPA 7.2, across a substantial
portion of its network by 2H 2010. . . . The one-two punch of an advanced
network and the backhaul required to support the additional data demands
should be taken seriously. . . .
By January 2011, an AT&T employee was observing that “TMO was first to
have HSPA+ devices in their portfolio . . . . we added them in reaction to
potential loss of speed claims.” (Ellipsis in original.)

Response:

Defendants respond that Plaintiff’s selective quotation of unidentified

written material, offered without context, is misleading and inappropriate. Defendants otherwise
deny the allegations in this paragraph.
31. After a period of disappointing results, T-Mobile recently brought in new
management and launched plans to revitalize the company by returning to its
roots as the industry value and innovation leader. T-Mobile’s executive team
articulated its vision of T-Mobile’s future in a November/December 2010
document titled “T-Mobile USA Challenger Strategy: The Path Forward”:

17

Our heritage and future is as a challenger brand. TMUS will attack
incumbents and find innovative ways to overcome scale disadvantages. TMUS
will be faster, more agile, and scrappy, with diligence on decisions and costs
both big and small. Our approach to market will not be conventional, and we
will push to the boundaries where possible. . . . TMUS will champion the
customer and break down industry barriers with innovations . . . .

Response:

Defendants respond that Plaintiff’s selective quotation of unidentified

written material, without context, is misleading and inappropriate. Defendants further respond
that, despite repeated strategic initiatives, including the strategy referenced in this paragraph,
T-Mobile has continued to lose customers and share. T-Mobile is not currently a unique or
material competitive constraint on AT&T. Defendants otherwise deny the allegations in this
paragraph.
32. Consistent with its history, and in a clear threat to larger rivals such as AT&T,
T-Mobile decided to position itself as the carrier to “make smart phones
affordable for the average US consumer.” A key component of T-Mobile’s new
strategy is to offer “Disruptive Pricing” plans to attract the estimated 150
million consumers whom T-Mobile believes will want a smartphone but do not
yet have one. T-Mobile’s CEO Philipp Humm defined as “disruptive” a rate
plan that “Verizon/ATT can’t match.” T-Mobile has designed its new
aggressive pricing plans to offer services, including data access, at rates lower
than those offered by AT&T and Verizon, and it projects that the new plans
will save consumers several hundred dollars per year as compared to similar
AT&T and Verizon plans.

Response:

Defendants respond that Plaintiff’s selective quotation of unidentified

written material, without context, is misleading and inappropriate. Defendants deny the
allegations in this paragraph.
33. Relying on its disruptive pricing plans, its improved high-speed HSPA+
network, and a variety of other initiatives, T-Mobile aimed to grow its
nationwide share to 17 percent within the next several years, and to
substantially increase its presence in the enterprise and government market.
AT&T’s acquisition of T-Mobile would eliminate the important price, quality,
product variety, and innovation competition that an independent T-Mobile
brings to the marketplace.

Response:

Defendants deny the allegations in this paragraph.

18

2.

Competitive Harm: Mobile Wireless Telecommunications Services

34. AT&T and T-Mobile compete locally and nationally against each other, as
well as against Verizon and Sprint, to attract mobile wireless
telecommunications services customers, including in the markets identified in
Appendix B. They also compete nationally to attract enterprise and
government customers for mobile wireless telecommunications services.
Competition taking place across a variety of dimensions, including price, plan
structure, network coverage, quality, speeds, devices, and operating systems
would be negatively impacted if this merger were to proceed.

Response:

Defendants respond that competition in the wireless telecommunications

industry takes place across a variety of dimensions including but not limited to those referenced
in the last sentence. Defendants otherwise deny the allegations in this paragraph.
35. The proposed merger would eliminate T-Mobile, one of the four national
competitors, resulting in a significant loss of competition, including in each of
the 97 CMAs identified in Appendix B. In some CMAs, AT&T, T-Mobile,
Verizon, and Sprint are the only competitors with mobile wireless networks.
Although in other CMAs there are also one or two local or regional providers
that do serve a significant number of customers, those smaller providers face
significant competitive limitations, largely stemming from their lack of
nationwide spectrum and networks. They are therefore limited in their ability
to competitively constrain the Big Four national carriers. Among other
limitations, the local and regional providers must depend on one of the four
nationwide carriers to provide them with wholesale services in the form of
“roaming” in order to provide service in the vast majority of the United States
(accounting for most of the U.S. population) that sits outside of their respective
service areas. This places them at a significant cost disadvantage, particularly
for the growing number of customers who use smartphones and exhibit
considerable demand for data services. The local and regional providers also
do not have the scale advantages of the four nationwide carriers, resulting in
difficulties obtaining the most popular handsets, among other things. Due in
large part to these limitations and disadvantages, these local and regional
providers typically have small shares and none is as effective a constraint as is
T-Mobile on AT&T, Verizon, and Sprint. Moreover, because each of the four
nationwide firms typically offers prices, plans, and devices on a national basis,
the regional and local providers – none of whom has a national share of more
than 3 percent – exert little influence on these aspects of competition. As
AT&T noted in connection with its acquisition of a regional carrier less than
three years ago, that carrier’s pricing was “an inconsequential factor in
AT&T’s competitive decision-making.”

Response:

Defendants admit that in a small number of CMAs, AT&T, T-Mobile,

Verizon, and Sprint are the only competitors with mobile wireless networks, but deny that no
other competitors are offering mobile wireless telecommunications services in such areas.
19

Defendants further respond that, in many CMAs, other firms hold FCC licenses to provide
mobile wireless service but are not currently operating networks. Defendants further respond
that Plaintiff’s selective quotation of unidentified written material, without context, is misleading
and inappropriate. Defendants otherwise deny the remainder of the allegations in this paragraph.
36. The substantial increase in concentration that would result from this merger,
and the reduction in the number of nationwide providers from four to three,
likely will lead to lessened competition due to an enhanced risk of
anticompetitive coordination. Certain aspects of mobile wireless
telecommunications services markets, including transparent pricing, little
buyer-side market power, and high barriers to entry and expansion, make them
particularly conducive to coordination. Any anticompetitive coordination at a
national level would result in higher nationwide prices (or other nationwide
harm) by the remaining national providers, Verizon, Sprint, and the merged
entity. Such harm would affect consumers all across the nation, including
those in rural areas with limited T-Mobile presence. Furthermore, the
potential for competitive harm is heightened given T-Mobile’s recent decision
to grow its market share via a “challenger” strategy. Its new aggressive and
innovative pricing plans, low-priced smartphones, and superior customer
service would have been likely to disrupt current industry models and require
competitive responses from the other national players. Through this proposed
merger, AT&T lessens this threat now, and, if the merger is approved, would
eliminate it permanently.

Response:

Defendants deny the allegations in this paragraph.

37. The proposed merger likely would lessen competition through elimination of
head-to-head competition between AT&T and T-Mobile. Mobile wireless
carriers sell differentiated services. Among the differentiating characteristics
of greatest importance to consumers are price, network coverage, service
quality, customer support, and device options. Not only do the carriers’
offerings differ, but consumers have differing preferences as well. Because
both carriers and consumers are diverse, customers differ as to the firms that
are their closest and most desired alternatives. Where there is significant
substitution between the merging firms by a substantial share of consumers,
anticompetitive effects are likely to result. Documents produced by AT&T and
T-Mobile establish that a significant portion of customers who “churn” from
AT&T switch to T-Mobile, and vice versa. This shows a significant degree of
head-to-head competition between the two companies, as demonstrated by TMobile’s recent television ads directly targeting AT&T. The proposed merger
would, therefore, likely eliminate important competition between AT&T and TMobile.

Response:

Defendants admit the allegations in the second sentence of this paragraph.

Defendants admit that differentiating characteristics of importance to consumers include but are

20

not limited to price, network coverage, service quality, customer support, and device options.
Defendants admit the allegations in the fourth and fifth sentences of this paragraph. Defendants
deny the remainder of the allegations in this paragraph.
38. Moreover, tens of millions of Americans have selected T-Mobile as their
mobile wireless carrier because of its unique combination of services, plans,
devices, network coverage, features, and award-winning customer service. By
eliminating T-Mobile as an independent competitor, the proposed transaction
likely will reduce innovation and product variety – a serious concern discussed
in Section 6.4 of the Horizontal Merger Guidelines, issued by the U.S.
Department of Justice and the Federal Trade Commission. For example, postmerger, AT&T will no longer offer T-Mobile’s lower-priced data and voice
plans to new customers or current customers who upgrade their service.
Consequently, T-Mobile as a lower-priced option will be eliminated from the
market, resulting in higher prices for a significant number of consumers.
Furthermore, the innovation that an independent T-Mobile brings to the
market – as reflected in the array of industry “firsts” it has introduced in the
past, such as the first Android phone, Blackberry e-mail, and the Sidekick –
would also be lost, depriving consumers of important benefits.

Response:

Defendants deny the allegations in this paragraph.

39. Similarly, competition, including from T-Mobile, has resulted in carriers
making greater investments in technology that lead to better service quality.
By eliminating T-Mobile as an independent competitor, the proposed
transaction likely will reduce the competitive incentive to invest in wireless
networks to attract and retain customers.

Response:

Defendants deny the allegations in this paragraph.

40. The presence of an independent, competitive T-Mobile, and the competition
between T-Mobile and AT&T, has resulted in lower prices for mobile wireless
telecommunications services across the country than otherwise would have
existed. If the proposed acquisition is consummated, AT&T will eliminate TMobile as an independent competitive constraint. As a result, concentration
will increase in many local markets and competition likely will be substantially
lessened across the nation, resulting in higher prices, diminished investment,
and less product variety and innovation than would exist without the merger,
both with respect to services provided over today’s mobile wireless devices, as
well as future innovative devices that have yet to be developed.

Response:

Defendants admit that, if the proposed acquisition is consummated,

T-Mobile will no longer be an independent provider of wireless service. Defendants deny the
remainder of the allegations in this paragraph.

21

3.

Competitive Harm: Enterprise and Government Mobile Wireless
Telecommunications Services

41. In the national market for mobile wireless telecommunications services
provided to enterprise and government customers, the proposed transaction
effectively would reduce the number of significant competitors from four to
three. Local and regional providers have an insignificant presence because
enterprise and government customers typically require their providers to have
nationwide networks, and because local and regional carriers generally
refrain from bidding for out-of-network business due to the costs associated
with paying roaming rates for services in locations outside of their network
footprints. In many instances, enterprise and government customers will
contract with more than one of the mobile wireless providers to ensure
ubiquitous coverage and provide employees with a choice. In addition,
contracting with multiple national carriers preserves the incentives for each
carrier to provide competitive service enhancements for the duration of their
contracts. The reduction in the number of bidders for enterprise and
government contracts to three – and in some cases fewer – significantly
increases the risk of anticompetitive effects.

Response:

Defendants admit that some enterprise and government customers will

contract with more than one mobile wireless provider to ensure coverage and provide employees
with choices. Defendants deny the remainder of the allegations in this paragraph.
42. T-Mobile historically has been particularly aggressive on price. AT&T’s
acquisition of T-Mobile therefore removes potentially the most attractive
bidder from many bid situations. Accordingly, the merged firm likely will have
a reduced incentive to submit low bids. In addition, the remaining bidders –
typically Verizon and/or Sprint – also may bid less aggressively. For some
customers, such as enterprises whose employees travel extensively
internationally, AT&T and T-Mobile are particularly close substitutes.

Response:

Defendants deny the allegations in this paragraph.

43. Absent the proposed merger, T-Mobile would likely have an even more
important competitive presence in the enterprise and government market going
forward. In the past, enterprise and government customers were not a primary
focus for T-Mobile. As part of its 2011 business plan, however, T-Mobile rededicated itself to becoming a bigger player with the stated goal of growing
enterprise revenues substantially by 2013.

Response:

Defendants respond that, in the past, T-Mobile has not placed a primary

focus on enterprise and government customers. Defendants further respond that the reference in
this paragraph to T-Mobile’s 2011 business plan is misleading and without proper context, as

22

T-Mobile presently lacks many of the necessary resources to pursue the referenced aspirations
with respect to enterprise customers. Defendants otherwise deny the allegations in this
paragraph.
44. T-Mobile makes its presence felt competing head to head with AT&T and other
carriers for a number of accounts, winning business in some cases and often
pushing prices lower when it does not. The merger’s elimination of T-Mobile
as an aggressive competitor would likely result in fewer choices and higher
prices for enterprise and government customers.

Response:
E.

Defendants deny the allegations in this paragraph.

Entry
45. Entry by a new mobile wireless telecommunications services provider in the
relevant geographic markets would be difficult, time-consuming, and
expensive, requiring spectrum licenses and the construction of a network. To
replace the competition that would be lost from AT&T’s elimination of TMobile as an independent competitor, moreover, a new entrant would need to
have nationwide spectrum, a national network, scale economies that arise
from having tens of millions of customers, and a strong brand, as well as other
valued characteristics. Therefore, entry in response to a small but significant
price increase for mobile wireless telecommunications services would not be
likely, timely, and sufficient to thwart the competitive harm resulting from
AT&T’s proposed acquisition of T-Mobile, if it were consummated.

Response:
F.

Defendants deny the allegations in this paragraph.

Efficiencies
46. The Defendants cannot demonstrate merger-specific, cognizable efficiencies
sufficient to reverse the acquisition’s anticompetitive effects.

Response:

Defendants respond that significant efficiencies more than outweigh any

anticompetitive effect from this merger. Defendants further respond that Plaintiff’s own
Horizontal Merger Guidelines make clear that cost savings and other efficiencies can “reduce …
the merged firm’s incentive to elevate prices,” “make coordination less likely,” and more
generally “reverse the merger’s potential to harm customers.” Defendants further respond that it
is Plaintiff’s burden to prove that, on balance, in light of all the evidence, including the pro-

23

competitive, efficiency-enhancing effects, the net effect of the transaction is to substantially
lessen competition. Defendants otherwise deny the allegations in this paragraph.
V.

VIOLATION ALLEGED

47. The effect of AT&T’s proposed acquisition of T-Mobile, if it were to be
consummated, likely will be to lessen competition substantially in interstate
trade and commerce in the relevant geographic markets for mobile wireless
telecommunications services, and enterprise and government mobile wireless
telecommunications services, in violation of Section 7 of the Clayton Act, 15
U.S.C. § 18.

Response:

Defendants deny the allegations in this paragraph.

48. Unless enjoined, the transaction likely will have the following effects in mobile
wireless telecommunications services in the relevant geographic markets,
among others:
a.

actual and potential competition between AT&T and T-Mobile will be
eliminated;

b.

competition in general likely will be lessened substantially;

c.

prices are likely to be higher than they otherwise would;

d.

the quality and quantity of services are likely to be less than they otherwise
would due to reduced incentives to invest in capacity and technology
improvements; and

e.

innovation and product variety likely will be reduced.

Response:

Defendants deny the allegations in this paragraph.
VI.

REQUESTED RELIEF

The Plaintiff requests:
49. That AT&T’s proposed acquisition of T-Mobile be adjudged to violate Section
7 of the Clayton Act, 15 U.S.C. § 18;
50. That Defendants be permanently enjoined from and restrained from carrying
out the Stock Purchase Agreement dated March 20, 2011, or from entering
into or carrying out any agreement, understanding, or plan, the effect of which
would be to bring the telecommunications businesses of AT&T and T-Mobile
under common ownership or control;
51. That Plaintiff be awarded its costs of this action; and
52. That Plaintiff have such other relief as the Court may deem just and proper.

24

Response:

Defendants deny that Plaintiff is entitled to any of the relief requested, and

request that Defendants be awarded the costs incurred in defending this action, and any and all
other relief as the Court may deem just and proper.

DEFENDANTS’ AFFIRMATIVE DEFENSES
Defendants assert the following defenses, without assuming the burden of proof on such
defenses that would otherwise rest with Plaintiff:
1.

Granting the relief sought is contrary to the public interest.

2.

Without prejudice to Defendants’ response to Paragraph 46, the expansion of

capacity and other overwhelming efficiencies that will result from this transaction will benefit
consumers, such that the transaction is in the public interest.

25

Dated: September 9, 2011
Respectfully submitted,

/s/ Mark C. Hansen
Mark C. Hansen, D.C. Bar # 425930
Michael K. Kellogg, D.C. Bar # 372049
Kellogg, Huber, Hansen, Todd,
Evans & Figel, P.L.L.C.
1615 M Street, NW, Suite 400
Washington, DC 20036
[phone]
Richard L. Rosen, D.C. Bar # 307231
Donna E. Patterson, D.C. Bar # 358701
Arnold & Porter LLP
555 Twelfth Street, NW
Washington, DC 20004-1206
[phone]
Wm. Randolph Smith, D.C. Bar # 356402
Kathryn D. Kirmayer, D.C. Bar # 424699
Crowell & Moring, LLP
1001 Pennsylvania Avenue, NW
Washington, DC 20004
[phone]
Counsel for AT&T Inc.

George S. Cary, D.C. Bar # 285411
Mark W. Nelson, D.C. Bar # 442461
Cleary Gottlieb Steen & Hamilton LLP
2000 Pennsylvania Avenue, NW
Washington, DC 20006
[phone]
Richard G. Parket, D.C. Bar # 327544
O’Melveny & Myers LLP
1625 Eye Street, NW
Washington, DC 20006
[phone]
Counsel for T-Mobile USA, Inc. and
Deutsche Telekom AG

26

CERTIFICATE OF SERVICE
I hereby certify that on September 9, 2011, I caused the foregoing Answer to be filed
using the Court’s CM/ECF system, which will send e-mail notification of such filings to counsel
of record. This document is available for viewing and downloading on the CM/ECF system.
/s/ Mark C. Hansen
Mark C. Hansen