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File pnmc5021 (.txt & .wp) is in directory \pub\Public_Notices\Miscellaneous. ************************************************************************* Before the DA 96-1702 Federal Communications Commission Washington, D.C. 20554 In the Matter of) ) GTE Mobilnet Incorporated, on Behalf of ) Itself and Certain of its Corporate Affiliates ) ) Application for Authorization Pursuant to ) Section 214 of the Communications Act of ) ITC-95-561 1934, as amended, to Operate as an ) International Resale Carrier for International ) Switched Voice Services ) ORDER, AUTHORIZATION AND CERTIFICATE Adopted: October 10, 1996 Released: October 11, 1996 By the Chief, International Bureau I. Introduction 1. GTE Mobilnet Incorporated (GTE Mobilnet) and certain of its corporate affiliates and partnerships jointly request authority pursuant to Section 214 of the Communications Act, as amended (Act), to resell on a non-dominant carrier basis international switched voice services of unaffiliated U.S. carriers. The joint applicants are all wholly-owned by GTE Corporation (GTE), a New York corporation whose operating companies comprise the largest affiliation of independent local exchange carriers (LEC) in the United States. 2. We find that a partial grant of the joint applicants' application subject to certain conditions that we impose on an interim basis will serve the public interest under Section 214 of the Act by facilitating the efficient and rapid provision of international services, while protecting ratepayers and competition in the U.S. international services market. We also find that the joint applicants' provision of resold international switched services should be subject to non-dominant carrier regulation on all routes for which we grant them authority to provide such services. In addition, we defer a decision whether to grant the joint applicants' request to resell international switched services to the Dominican Republic and Venezuela and whether to classify them as dominant or non-dominant carriers on these routes. II. Background A. Application 3. The joint applicants request Section 214 authority to resell on a non-dominant carrier basis international switched voice services of unaffiliated U.S. carriers. The joint applicants seek authority to resell such services to customers other than their commercial mobile radio services (CMRS) customers. GTEMI proposes to resell international switched service originating from both "out-of-region" and "in-region" points in the United States. GTEMI asserts that a grant of its Section 214 application is in the public interest because the Commission has found that the "introduction of new entrants into the marketplace fosters competition in the rates charged and service provided by carriers." The joint applicants, as wholly-owned subsidiaries of GTE, are "affiliates" of the GTE local exchange telephone companies. 4. The joint applicants certify that through their parent, GTE, they have affiliations with British Columbia Telephone Company (BC Tel) in the Province of British Columbia, Quebec Telephone in the Province of Quebec, Compania Dominicana de Telefonos, C. Por A. (Codetel) in the Dominican Republic, and Compania Anonima Nacional Telefonos de Venezuela (CANTV) in Venezuela. The joint applicants assert that, as resellers of switched services provided by unaffiliated U.S. international facilities-based carriers, they are entitled to non-dominant carrier treatment under Section 63.10(a)(4) of the rules. We address GTEMI's foreign carrier affiliations in Section III. B. infra. B. Interexchange and In-Region Proceedings 5. The Commission has raised issues relating to the regulatory treatment of the independent LECs in their provision of interstate, domestic interexchange services and international services in two pending proceedings. Specifically, in the Interexchange NPRM, the Commission has sought comment on whether it should modify or eliminate the separation requirements that apply as a condition of non-dominant treatment of independent LEC provision of out-of-region, domestic interstate, interexchange services. 6. In the In-Region NPRM, the Commission has requested comment on whether it should "modify our existing rules that require independent LECs (exchange companies other than the BOCs) to comply with [the] . . . separation requirements [as set forth in the Competitive Carrier Fifth Report and Order] in order to qualify for non-dominant regulatory treatment in the provision of in-region, interstate, domestic, interexchange services." The Commission also is "consider[ing] whether to apply the same regulatory classification to the independent LECs' provision of in-region, international services as we adopt in this proceeding for their provision of in-region, interstate, domestic, interexchange services." 7. The In-Region proceeding does not modify the Commission's separate framework, adopted in the International Services Order for regulating U.S. international carriers (including BOC affiliates or independent LECs ultimately authorized to provide in- region international services) as dominant on routes where an affiliated foreign carrier has the ability to discriminate in favor of its U.S. affiliate through control of bottleneck services or facilities in the foreign destination market. III. Discussion 8. GTEMI's entrance into the international services market is not prohibited by the Act, judicial decree, or the Commission's rules. We find that, with the exception of GTEMI's request to resell international switched services on the U.S.-Dominican Republic and U.S.-Venezuela routes, a grant of GTEMI's application subject to the conditions detailed below will serve the public interest under Section 214 of the Act by facilitating the efficient and rapid provision of international services, and by benefiting competition in the U.S. international services market and U.S consumers. In addition, we find that GTEMI's application to resell international switched services to the Dominican Republic and Venezuela raises issues that we must resolve to determine whether the public interest would be well- served by authorizing GTEMI to resell switched services on these routes. To permit the parties additional opportunity to address these outstanding issues, we defer a decision whether to grant GTEMI's application to resell international switched services to the Dominican Republic and Venezuela and whether to classify the joint applicants as non-dominant carriers on these routes. A. Regulation of GTEMI as Dominant or Non-Dominant under Competitive Carrier Proceeding 9. Although we find that, with the exception of the Dominican Republic and Venezuela routes, GTEMI's entrance into the international services market is in the public interest, we must also determine the appropriate regulatory treatment of GTEMI's provision of resold international switched services. Since 1980, the Commission has distinguished between carriers with market power (dominant carriers) and those without market power (non- dominant carriers) for purposes of Title II rate and entry regulation. If a common carrier is determined to be "non-dominant," Title II regulatory requirements are "streamlined." The Commission has applied standard principles of antitrust analysis to determine whether a carrier possesses market power in the provision of the relevant service in the relevant geographic market. This analysis includes a focus on: (1) market share, (2) the demand elasticity of a carrier's customers, (3) the supply elasticity of the market, and (4) a carrier's cost structure, size and resources. 10. The Commission first applied its dominant/non-dominant regulatory scheme to U.S. international carriers in 1985. The Commission held that international message telephone service (IMTS) (including international switched services) is a separate product market. The Commission also held that, in applying the dominant/non-dominant regulatory scheme for international services, every destination country constituted a separate geographic market. The Commission did not distinguish among different regions of the continental United States in defining the relevant geographic market. 11. With the exception of the Dominican Republic, Venezuela and Canada routes where GTEMI is affiliated with incumbent foreign carriers, we believe that there are no critical distinctions on the basis of the joint applicants' market shares, size and resources, demand and supply elasticities, or conditions of entry from one destination country to another which would require a route-by-route analysis of the joint applicants' market positions for international switched services. There is nothing in the record to indicate that the joint applicants' market positions vary substantially from one geographic market to the next. We therefore conclude that the joint applicants' market positions for international switched services do not differ among routes and that we need not generally make specific route-by- route findings with the exception of the affiliated routes identified above. 12. In applying the Commission's standard principles of antitrust analysis to determine whether a carrier possesses market power, we find that the joint applicants have a de minimis share of the market for international switched services. In 1994, the joint applicants' provision of resold international switched services offered in conjunction with their mobile communications services represented less than 0.016 percent of the total international switched service revenues reported by U.S. carriers. We have previously found that customers in the international services market are highly demand-elastic and will switch carriers in order to obtain price reductions and desired services. Also, elasticities of supply in the international services market are high. Further, we do not envision that any of the applicants' cost structure, size, and resources, standing alone or in the aggregate, will allow any of these companies or partnerships, individually or jointly, to control prices or exclude competition insofar as only a handful of the applicants has even a de minimis share of the market for international switched services. The joint applicants, moreover, will face a number of large, well-financed competitors, including MCI, Sprint, and AT&T in the product and geographic service markets that they propose to serve. 13. The principal regulatory concern with GTEMI's application is whether the joint applicants may be able to leverage the market power of their LEC affiliates in the provision of local exchange and exchange access services to gain market power in the provision of international services. Specifically, we are concerned that GTE's control of local exchange and exchange access facilities potentially gives GTE an incentive and ability to disadvantage GTEMI's competitors through improper allocation of costs, discrimination, or other anticompetitive conduct. 14. The International Bureau (Bureau) recently addressed substantially the same concern in considering the appropriate treatment of GTE Telecom Incorporated's (GTE Telecom) provision of resold international switched services and international facilities-based private line services, i.e., that GTE's control of local exchange and exchange access facilities might enable it to engage in cost-shifting and other anticompetitive conduct. To address this concern, the Bureau granted in part GTE Telecom's application to provide such services on a non-dominant basis subject to the same separation safeguards adopted in Competitive Carrier, Fifth Report and Order that apply to affiliates of independent LECs that are regulated as non- dominant in their provision of interstate, domestic interexchange services. The Bureau determined that these conditions will continue to apply to GTE Telecom's Section 214 authorization at least until the Commission has completed the Interexchange and In-Region proceedings. The Bureau also required GTE Telecom to be treated as a nonregulated affiliate for purposes of its affiliated LECs' accounting under the Commission's joint cost and affiliate transactions rules. 15. We find no material basis for distinguishing between GTEMI's and GTE Telecom's Section 214 applications with respect to the appropriate regulatory treatment to apply to their provision of international services. In both cases, we are concerned that GTE, the parent of GTE Telecom and the joint applicants, may engage in improper cost allocation and other anticompetitive conduct to gain market power in the provision of international services. We believe that the Bureau's reasons for applying interim safeguards as a condition of its partial grant of GTE Telecom's Section 214 application are equally relevant to our review of GTEMI's application. We therefore grant in part GTEMI's application to provide international switched services on a non-dominant basis subject to the same safeguards that the Bureau applied on an interim basis as a condition to its partial grant of GTE Telecom's application and for the same reasons set forth in the GTE Telecom Order. 16. Specifically, we grant GTEMI's Section 214 application to resell international switched services on all international routes (with the exception of the U.S.-Dominican Republic and U.S.-Venezuela routes) on a non-dominant basis subject to the condition that each of the joint applicants complies with the Fifth Report and Order separation requirements. The joint applicants must: (1) maintain separate books of account from their affiliated LECs; (2) not jointly own transmission or switching facilities with their affiliated LECs; and (3) take any tariffed services from their affiliated LECs pursuant to the terms and conditions of the LECs' generally applicable tariff. We believe that the application of the Fifth Report and Order safeguards will not impose an unreasonable burden on the joint applicants in their provision of international switched services or require extensive modifications to GTE's existing company procedures. GTEMI states that the joint applicants maintain separate books of account, do not jointly own switching or transport facilities with the GTE telephone operating companies (GTOCs), and acquire exchange access service from the GTOCs by access tariff in accordance with the Fifth Report and Order. In addition, we will require the joint applicants to be treated as nonregulated affiliates for purposes of their affiliated LECs' accounting under the Commission's joint cost and affiliate transactions rules. We believe that the application of these safeguards as a condition to our partial grant of GTEMI's application will be an effective complement to existing equal access and nondiscrimination safeguards established under the GTE Consent Decree that continue to apply to GTEMI's affiliated local exchange carriers and that will govern the joint applicants' dealings with them in their provision of international service. 17. The safeguards that we apply as a condition to our partial grant of GTEMI's application will remain in place at least until completion of the Interexchange and In-Region proceedings. We reserve the right to modify the conditions of GTEMI's authorization, as necessary, upon adoption of final rules for the independent LECs' provision of international and domestic interstate, interexchange services. In the meantime, it is our view that granting the instant Section 214 application, in part, subject to these safeguards, will serve the public interest by facilitating the efficient and rapid provision of international services, while protecting ratepayers and competition in the U.S. international services market. B. Foreign Carrier Affiliations 18. In 1992, the Commission modified its 1985 policy that treated U.S. foreign- owned common carriers as dominant in their provision of all international services to all foreign markets. Specifically, the Commission adopted a framework for regulating U.S. international carriers as dominant on routes where an affiliated foreign carrier has the ability to discriminate in favor of its U.S. affiliate through control of bottleneck services or facilities in the destination market. Under this framework, a U.S. international carrier that serves a destination market solely through the resale of the switched services of a U.S. facilities-based carrier with which the reseller is not affiliated is presumptively non-dominant for that route -- "regardless of any foreign affiliations[.]" 19. Under the framework adopted in International Services and Section 63.10(a)(4) of the rules, we find that the joint applicants qualify as non-dominant resellers of international switched services on all routes for which we grant them Section 214 authorization, including the U.S.-Canada route where they are affiliated with BC Tel and Quebec Telephone within the meaning of Section 63.18(h)(1)(i) of the rules. With regard to GTEMI's resale of switched services to countries other than the Dominican Republic and Venezuela, no party filed an opposition or requests that GTEMI be classified as dominant. We find that the joint applicants qualify as non-dominant resellers on all international routes, with the exception of the Dominican Republic and Venezuela routes. 20. We find that GTEMI's application to resell international switched services to the Dominican Republic and Venezuela raises issues relating to the settlements process that we must resolve in order to determine the public interest merits of its application to serve these destination countries. The present record does not allow us to make that determination at this time. We therefore defer a decision whether to grant GTEMI's request to resell international switched services to the Dominican Republic and Venezuela and whether to classify the joint applicants as non-dominant carriers on these routes. 21. In a petition substantively similar to the petition it filed against GTE Telecom's Section 214 application, AT&T Corp. (AT&T) asserts that GTEMI's application should be denied with respect to the joint applicants' request for authority to resell switched services on the U.S.-Dominican Republic and the U.S.-Venezuela routes. AT&T maintains that granting GTEMI authority to resell international switched services on these two routes would remove any incentive GTEMI's foreign affiliates (i.e., Codetel in the Dominican Republic and CANTV in Venezuela) may have to reduce "their above-cost accounting rates." As a result, AT&T claims, U.S. consumers would continue to bear the burden of settlements subsidies to Codetel and CANTV caused by these carriers' above-cost rates. AT&T avers that GTEMI would have the incentive and ability to price resold international switched services to the Dominican Republic and Venezuela at or below its costs in order to generate significant profits through its affiliates' accounting rates. 22. In response, GTEMI maintains that "the Commission's own reports establish that . . . [Codetel and CANTV] have been working for the last few years to decrease accounting rates." GTEMI claims that these carriers "are regulated entities that use international settlements to subsidize local service and develop telecommunications infrastructure [and, as a result,] . . . . have limited ability to lower international accounting rates." GTEMI also asserts that "[t]he Commission has previously determined that resellers affiliated with foreign carriers present no substantial possibility of affecting the international service market in an anticompetitive manner." 23. In the GTE Telecom Order, the Bureau deferred a decision with respect to GTE Telecom's request to resell international switched services to the Dominican Republic and Venezuela. Noting that the record indicated that GTE controls both Codetel and CANTV, the Bureau expressed its concern that GTE Telecom, as a reseller of international switched services to the Dominican Republic and Venezuela, might "be able to use the market power of its foreign carrier affiliates in those countries in ways that directly undermine the public interest in an effectively competitive U.S. international services market." Although the Bureau acknowledged that a U.S. international carrier that serves a destination market solely through the resale of the switched services of a U.S. facilities-based carrier with which the reseller is not affiliated is presumptively non-dominant for that route (regardless of any foreign affiliations), it decided that sufficient questions regarding GTE Telecom's affiliates' ability to harm competition had been raised that required further analysis. 24. Specifically, the Bureau determined that GTE Telecom's application to resell international switched services to the Dominican Republic and Venezuela "raises the question whether GTE Telecom has the ability and the incentive to manipulate the settlements process and its prices to U.S. consumers on these affiliated routes in a manner that increases U.S. carrier outpayments to Codetel and CANTV." The Bureau decided that, in a petition filed against GTE Telecom's Section 214 application, AT&T had raised a "plausible scenario under which GTE could maximize its overall profits by pricing GTE Telecom's U.S. resold switched services at or even below cost in order to generate significant settlement payments to its foreign carrier affiliates." The Bureau stated that such pricing behavior might cause an increase in U.S facilities-based carrier costs as a result of an increase in their outpayments to Codetel and CANTV, which could negatively impact rates paid by U.S. consumers. The Bureau also stated that the "profitability of such a scheme for GTE may decrease that carrier's incentive to encourage its affiliates to negotiate lower, cost-oriented accounting rates with U.S. carriers." 25. The Bureau stated that AT&T's alleged pricing scheme would not be of concern if it were confident that charges for terminating U.S. traffic to the Dominican Republic or Venezuela were the product of effectively competitive markets or otherwise established at nondiscriminatory, cost-oriented levels. The Bureau, however, determined that the record did not support such a conclusion. The Bureau noted that in Venezuela, CANTV has engaged in discriminatory treatment of U.S. carriers in its accounting rate negotiations by refusing to offer the same terms and conditions to all U.S. carriers in violation of the Commission's International Settlements Policy (ISP). 26. In addition, the Bureau stated that the record in Domtel Communications, Inc. contains credible evidence that Tricom, Domtel's parent and a Dominican carrier, "encountered formidable obstacles in its dealings with Codetel, and has established and expanded its presence [in the Dominican Republic] only with difficulty." The Bureau also expressed the view that Codetel "also appears to have used its accounting rate negotiations with U.S. carriers as a vehicle to thwart competition in the Dominican Republic." The Bureau stated that such moves to frustrate competition in the Dominican telecommunications market "undermine the Commission's efforts to encourage competition in foreign markets as a vehicle to drive accounting rates toward cost." 27. The Bureau determined that the record did not allow it to determine "the degree to which GTE Telecom has the ability and incentive to exacerbate the already serious settlements imbalance on the U.S-Dominican Republic and U.S.-Venezuela routes and the implications of such distortions for U.S. consumers." The Bureau stated that it was necessary to resolve these issues in order to determine whether the public interest would be served by authorizing GTE Telecom to resell switched service on these routes. The Bureau therefore deferred a decision with respect to GTE Telecom's request for authorization on the Dominican Republic and Venezuela routes to permit the parties an additional opportunity to address these outstanding issues. 28. The Bureau's reasons for deferring a decision regarding GTE Telecom's request to resell international switched services to the Dominican Republic and Venezuela routes are equally relevant to our consideration of GTEMI's application to resell international switched services to those two destinations. No party to this proceeding has raised any persuasive arguments that undercut the plausibility of the pricing scheme that AT&T alleged in the context of GTE Telecom's Section 214 application and reasserted with respect to GTEMI's Section 214 application. Further, there is no evidence on the record before us today that would lead us to conclude that charges for terminating U.S. traffic to the Dominican Republic or Venezuela are the product of effectively competitive markets or otherwise established at nondiscriminatory, cost-oriented levels. 29. We therefore believe that, given GTE's control of Contel and CANTV and these Dominican carriers' history of anti-competitive behavior, we must consider whether the joint applicants, as resellers of international switched services to the Dominican Republic and Venezuela, might have the ability and the incentive to manipulate the settlements process and prices to U.S. consumers on these affiliated routes in a manner that increases U.S. carrier outpayments to Codetel and CANTV. We find, however, that the present record does not allow us to determine the degree to which the joint applicants have the ability and incentive to exacerbate the already serious settlements imbalance on the U.S-Dominican Republic and U.S.-Venezuela routes and the implications of such distortions for U.S. consumers. It is necessary to resolve these issues to determine whether the public interest would be served by authorizing GTEMI to resell switched service on these routes. We therefore defer a decision with respect to the joint applicants' request for authorization on the Dominican Republic and Venezuela routes to permit the parties an additional opportunity to address these outstanding issues. IV. Conclusion 30. We find that a partial grant of GTEMI's application, subject to the conditions that we impose on an interim basis as set forth above, will serve the public interest under Section 214 of the Act by increasing competition in international services, expanding the range of new and innovative services, and allowing for the more efficient use of existing international telecommunications facilities. In addition, we find that GTEMI's application to resell international switched services to two affiliated countries, the Dominican Republic and Venezuela, raises issues relating to the settlements process that cannot be resolved on the present record at this time. We therefore defer a decision with respect to GTEMI's application to resell international switched services to those two destinations to give the parties an additional opportunity to address these issues. We also find that the joint applicants qualify for non-dominant carrier regulation on the routes for which we authorize them to resell international switched service. We therefore grant in part GTEMI's application for authority to resell the switched services of other common carriers to provide international switched telecommunications services between the United States and all international points with the exception of the Dominican Republic and Venezuela. The conditions we attach to our partial grant of the instant Section 214 application will remain in place at least until the Commission completes the Interexchange and In-Region proceedings. Specifically, we reserve the right to modify the conditions of the authorization granted in this order, as necessary, upon the Commission's adoption of final rules for independent LECs' provision of international and domestic interstate, interexchange services. 31. As non-dominant providers of international resold switched services, the joint applicants will be allowed to file tariffs on no less than one days' notice, without economic or cost support, and the tariffs will be presumed lawful. The joint applicants also will be subject to the Section 214 requirements of non-dominant U.S. international carriers. 32. As non-dominant carriers, the joint applicants will be subject to regulation under Title II of the Act. Specifically, Title II requires carriers to offer international services under rates, terms and conditions that are just, reasonable and not unduly discriminatory (Sections 201 and 202), and Title II carriers are subject to the Commission's complaint process (Sections 206-209). Title II carriers also are required to file tariffs pursuant to our streamlined tariffing procedures (Sections 203 and 205). Non-dominant U.S. international carriers, such as the joint applicants, also are subject to the requirements of Sections 43.51, 43.61, 63.14 and 63.19 of the Commission's rules. 33. This order will be effective upon its adoption. V. Ordering Clauses 34. Upon consideration of the application and in view of the foregoing, IT IS HEREBY CERTIFIED that the present and future public convenience and necessity require the provision of resold international switched services between the United States and all international points (with the exception of the Dominican Republic and Venezuela) by GTE Mobilnet Incorporated and its corporate affiliates and partnerships in which it is a general or managing partner as identified in Appendix A of this order (collectively, GTEMI or the joint applicants) subject to the conditions set forth below. 35. Accordingly, IT IS HEREBY ORDERED that application File No. ITC-95-561 filed by GTEMI IS GRANTED IN PART and GTEMI is authorized to resell on a non- dominant carrier basis international switched services of unaffiliated U.S. international carriers for the provision of international switched services originating from U.S. points and terminating at all international points, with the exception of the Dominican Republic and Venezuela. 36. IT IS FURTHER ORDERED that the joint applicants shall each: (1) maintain separate books of account from any affiliated local exchange carrier (LEC); (2) not jointly own transmission or switching facilities with any affiliated LEC; and (3) take any tariffed services from the affiliated LEC pursuant to the terms and conditions of the LEC's generally applicable tariff. 37. IT IS FURTHER ORDERED that this authorization is subject to the condition that the joint applicants be treated as nonregulated affiliates for purposes of local exchange carrier accounting under the Commission's joint cost and affiliate transactions rules as set forth in Parts 32 and 64 of the Commission's rules. 38. IT IS FURTHER ORDERED that the conditions that attach to the grant of GTEMI's application as set forth in Section III. A. of this order will remain in place at least until the Commission has completed Policy and Rules Concerning the Interstate, Interexchange Marketplace and Implementation of Section 254(g) of the Communications Act of 1934, Notice of Proposed Rulemaking, CC Docket No. 96-61, FCC 96-123 (released Mar. 25, 1996) and Implementation of the Non-Accounting Safeguards of Sections 271 and 272 of the Communications Act of 1934, as amended, and Regulatory Treatment of LEC Provision of Interexchange Services Originating in the LEC's Local Exchange Area, Notice of Proposed Rulemaking, CC Docket No. 96-149, FCC 96-308 (released July 18, 1996). The International Bureau reserves the right to modify the conditions of the authorization granted in this order, as necessary, upon the Commission's adoption of final rules for the independent LECs' provision of out-of-region and in-region international and domestic interstate, interexchange services. 39. IT IS FURTHER ORDERED that the joint applicants shall comply with the requirements specified in Section 63.21 of the Commission's rules, 47 C.F.R.  63.21. 40. This order is issued under Section 0.261 of the Commission's rules and is effective upon adoption. Petitions for reconsideration under Section 1.106 or applications for review under Section 1.115 of the Commission's rules may be filed within 30 days of the date of the public notice of this order (see Section 1.4(b)(2)). FEDERAL COMMUNICATIONS COMMISSION Donald H. Gips Chief, International Bureau Appendix A Corporations GTE Mobilnet Incorporated GTE Mobile Communications Incorporated GTE Macro Communications Corporation Asheville Metronet, Inc. Carolina Metronet, Inc. Danville Metronet, Inc. Fayetteville Metronet, Inc. Florence Metronet, Inc. GTE Mobilnet of the Southeast Incorporated South Carolina Metronet, Inc. Triad Metronet, Inc. Tuscaloosa/Florence Holdings, Inc. W & J Metronet, Inc. Jacksonville Cellular Telephone Corporation Jacksonville Cellular Communications, Inc. Wilmington Cellular Telephone Corporation Wilmington Cellular Communications, Inc. GTE Cellular Communications Corporation GTE Mobilnet of California Incorporated GTE Mobilnet of Cleveland Incorporated GTE Mobilnet of Hawaii Incorporated GTE Mobilnet of Indianapolis Incorporated GTE Mobilnet of New York, Inc. GTE Mobilnet of Portland Incorporated GTE Mobilnet of Clatsop Incorporated GTE Mobilnet of Tampa Incorporated GTE Mobilnet Sales Corp. GTE Mobilnet of Austin Incorporated GTE Mobilnet of Houston Incorporated Contel Cellular Inc.* GTE Mobilnet Holding Inc. Contel Cellular of California, Inc.* GTE Mobilnet of Central California Contel Cellular of Alabama, Inc.*GTE Mobilnet of Alabama Inc. Florence Cellular Telephone Company, Inc.* GTE Mobilnet of Florence, Alabama, Inc. Contel Cellular of Birmingham, Inc.* GTE Mobilnet of Birmingham Inc. Contel Cellular of Chattanooga, Inc.* GTE Mobilnet of Chattanooga Inc. Contel Cellular of Chattanooga II, Inc.* GTE Mobilnet of Chattanooga II Inc. Contel Cellular of Gadsden, Inc.*GTE Mobilnet of Gadsden Inc. Contel Cellular of Kentucky, Inc.* GTE Mobilnet of Kentucky Inc. Contel Cellular of Knoxville, Inc.* GTE Mobilnet of Knoxville Inc. Contel Cellular of Memphis, Inc.* GTE Mobilnet of Memphis Inc. Contel Cellular of Memphis II, Inc.* GTE Mobilnet of Memphis Inc. Contel Cellular of Nashville, Inc.* GTE Mobilnet of Nashville Inc. Contel Cellular of Tennessee, Inc.* GTE Mobilnet of Tennessee Inc. Cumberland Cellular Telephone Company, Inc.* GTE Mobilnet of Clarksville Inc. Contel Cellular of Davenport, Inc.* GTE Mobilnet of Davenport Inc. Contel Cellular of Illinois Funding, Inc.* GTE Mobilnet of Illinois Funding Inc. Contel Cellular of Illinois, Inc.* GTE Mobilnet of Illinois Inc. Contel Cellular of Indiana, Inc.*GTE Mobilnet of Indiana Inc. Contel Cellular of Kentucky B, Inc.* GTE Mobilnet of Kentucky B Inc. Contel Cellular of Richmond, Inc.* GTE Mobilnet of Richmond Inc. Contel Cellular of the South, Inc.* GTE Mobilnet of the South Inc. Contel Cellular of the Southwest, Inc.* GTE Mobilnet of the Southwest Inc. Contel Cellular of Huntsville, Inc.* GTE Mobilnet of Huntsville Inc. Partnerships GTE Mobilnet of California Limited Partnership Indiana RSA #1 Limited Partnership GTE Mobilnet of Indiana RSA #3 Limited Partnership GTE Mobilnet of Indiana RSA #6 Limited Partnership GTE Mobilnet of Santa Barbara Limited Partnership GTE Mobilnet of Ohio Limited Partnership Ohio RSA #3 Limited Partnership GTE Mobilnet of Austin Limited Partnership GTE Mobilnet of South Texas Limited Partnership GTE Mobilnet of Texas RSA #11 Limited Partnership GTE Mobilnet of Texas RSA #16 Limited Partnership GTE Mobilnet of Texas RSA #17 Limited Partnership GTE Mobilnet of Texas #21 Limited Partnership GTE Mobilnet of Indiana Limited Partnership GTE Mobilnet of Fort Wayne Limited Partnership GTE Mobilnet of Terre Haute Limited Partnership GTE Mobilnet of Oregon Limited Partnership Appendix A, cont'd. Partnerships, cont'd. Florida RSA #1B (Naples) Limited Partnership Danville Cellular Telephone Company Limited Partnership Fayetteville Cellular Telephone Company Limited Partnership Savannah Cellular Limited Partnership Virginia Cellular Retail Limited Partnership Virginia Cellular Limited Partnership Virginia RSA 5 Limited Partnership Virginia RSA 4 Limited Partnership Virginia RSA 3 Limited Partnership Virginia RSA 7 Limited Partnership Roanoke MSA Limited Partnership Roanoke MSA Retail Limited Partnership New Mexico RSA 3 Limited Partnership New Mexico RSA 5 Limited Partnership New Mexico RSA 6 Limited Partnership Fresno MSA Limited Partnership California RSA 3 Limited Partnership California RSA 4 Limited Partnership Texas RSA 10B3 Limited Partnership Iowa RSA No. 4 Limited Partnership Iowa RSA No. 5 Limited Partnership Evansville MSA Limited Partnership Southern Indiana RSA Limited Partnership Rockford MSA Limited Partnership Illinois RSA 1 Limited Partnership Illinois Valley Cellular RSA 2-1 Partnership Southern Illinois RSA Partnership Illinois Independent RSA No. 3 General Partnership Alabama RSA 1 Partnership Kentucky RSA No. 1 Partnership Tuscaloosa Cellular Partnership Gadsden CellTelCo Partnership Jacksonville Cellular Partnership Wilmington Cellular Partnership New Mexico RSA 6 II Partnership