13. Intervenor Compensation

Any party that expects to claim intervenor compensation for its participation in this Investigation shall file its notice of intent to claim intervenor compensation no later than 30 days after the deadline for filing Reply Comments, or pursuant to a date set forth in a later ruling which may be issued by the assigned Commissioner or assigned ALJ.

O R D E R

Therefore, IT IS ORDERED that:

1. Pursuant to Rule 5.1 of the Commission's Rules of Practice and Procedure, this Order Instituting Investigation is initiated on the Commission's own motion into the planned acquisition of T-Mobile USA by AT&T Inc. (and its subsidiaries and affiliates). The scope and schedule of the Investigation are as set forth herein.

2. The Respondents in this Investigation are New Cingular Wireless PCS, LLC; AT&T Mobility Wireless Operations Holdings, Inc., Santa Barbara Cellular Systems, Ltd., AT&T Mobility Wireless Operations Holdings, LLC, and T-Mobile-West Corporation d/b/a T-Mobile. For each Respondent, Process Office shall place the person designated to receive service as the Respondent's representative on the service list.

3. The following entities are Interested Parties in this proceeding: Pacific Bell d/b/a AT&T California; AT&T Communications of California; TCG San Francisco; TCG Los Angeles, Inc.; TCG San Diego; Verizon California, Inc.; MCI Metro Access Transmission Services; Verizon Select Services, Inc.; Verizon Wireless, LLC; Sprint Telephony PCS, LP; Nextel Boost of California, LLC; Sprint Communications Company, LP; Nextel of California, Inc.; Wirelessco, LP; MetroPCS, Inc.; and Cricket Communications, Inc. For each Interested Party, Process Office shall place the person designated to receive service as the Interested Party's representative on the service list.

4. Written motions to become a party filed pursuant to Rule 1.4(a)(4) must be served using electronic service pursuant to Rule 1.10. Responses to motions to become a party must be filed within two days after the motion is filed.

5. No later than June 24, 2011, AT&T Inc. shall file in this proceeding its application filed at the Federal Communications Commission in WT Docket No. 11-65.

6. No later than June 24, 2011, the Respondents and Interested Parties identified in Ordering Paragraphs 2 and 3 shall file responses already provided to the Commission staff data requests in Appendix B.

7. To facilitate the completion of this Investigation, and consistent with the provisions of Public Utilities Code §§ 311, 314, 581-82 and 584, Respondents and Interested Parties, as identified in Ordering Paragraphs 2 and 3, shall file the information specified in Appendix A hereto and any remaining answers to the data requests in Appendix B no later than June 24, 2011.

8. Parties may file Opening Comments and related Declarations no later than July 1, 2011, and Reply Comments and related Declarations no later than August 5, 2011, as detailed in Section 8.2 of this Order. Opening Comments shall not exceed 50 pages and Reply Comments shall not exceed 25 pages. Each Declaration must be verified, consistent with Rule 1.11 of the Commission's Rules of Practice and Procedure, by a representative knowledgeable about its contents.

9. Three public workshops and four public participation hearings shall be held on the merger as specified in Section 8.2 of this Order.

10. The assigned Administrative Law Judge shall schedule an informal telephonic conference to address questions of the parties and other procedural issues.

11. Respondents and Interested Parties, as identified in Ordering Paragraphs 2 and 3 above, shall preserve for the pendency of this action all documents which might relate to this Investigation.

12. The Protective Order attached hereto as Appendix C is adopted, and shall govern access to and use by the parties of confidential information in this proceeding.

13. Any party that files a document containing information claimed to be "Confidential Information" or "Highly Confidential Information" must mark the document and information consistent with the terms of the Protective Order in Appendix C and file the document under seal, with service only on the assigned Commissioner, assigned Administrative Law Judge, Commission staff who are on the service list, and persons who have met the conditions for access to such documents under the terms of the Protective Order. A party filing a document under seal must file at the same time a public version of the document, labeled "Redacted Confidential Document" or "Redacted Highly Confidential Document", as appropriate, as defined in the Protective Order in Appendix C.

14. The assigned Administrative Law Judge or a law and motion Administrative Law Judge may modify the Protective Order if needed.

15. This Investigation is determined to be ratesetting, as that term is defined in Rule 1.3(d). It is preliminarily determined that formal evidentiary hearings are not needed in this proceeding. The categorization of this Investigation as "ratesetting" is appealable under the procedures under Rule 7.6 of the Commission's Rules of Practice and Procedure.

16. The Executive Director shall cause a copy of this Order to be served on the designated agent for service in California for each of the Respondents and Interested Parties, as identified in Ordering Paragraphs 2 and 3 above, and also on the service lists in Investigation 93-12-007 and Rulemaking 09-06-019.

17. Interested persons shall follow the directions in Section 11 of this Order Instituting Investigation to become a party or be placed on the official service list.

18. Any party that expects to request intervenor compensation for its participation in this investigation shall file its notice of intent to claim intervenor compensation in accordance with Rule 17.1 of the Commission's Rules of Practice and Procedure, no later than September 6, 2011 or pursuant to a date set forth in a ruling which may be issued by the assigned Commissioner or assigned Administrative Law Judge.

This order is effective today.

Dated: June 9, 2011, in San Francisco, California.

MICHEL PETER FLORIO

CATHERINE J.K. SANDOVAL

MARK J. FERRON

Commissioners

I dissent.

/s/ MICHAEL R. PEEVEY

President

I dissent.

/s/ TIMOTHY ALAN SIMON

Commissioner

APPENDIX A

DATA REQUESTS TO RESPONDENTS and INTERESTED PARTIES

The Order Instituting Investigation (OII) directs the Respondents and Interested Parties to file the documents and information identified below.

Definitions

Unless stated otherwise here, the definitions applicable to these data requests shall be those used in the FCC data requests to Respondents found at http://transition.fcc.gov/Daily_Releases/Daily_Business/2011/db0527/DOC-306888A2.pdf and http://transition.fcc.gov/Daily_Releases/Daily_Business/2011/db0527/DOC-306890A2.pdf.

1. "AT&T" means AT&T Inc., its parents, predecessors, divisions, subsidiaries, affiliates, partnerships and joint ventures, and all directors, officers, employees, agents, and representatives of the foregoing, and most particularly its California wireless affiliate, New Cingular Wireless LLC, as set forth in the OII. The terms "parent", "subsidiary," "affiliate," and "joint venture" refer to any person in which there is partial (10 percent or more) or total ownership or control between the company and any other person.

2. "T-Mobile" means T-Mobile USA, Inc., Deutsche Telkom AG, its domestic and foreign parents, predecessors, divisions, subsidiaries, affiliates, partnerships, and joint ventures, and all directors, officers, employees, agents, and representatives of the foregoing, and most particularly its California affiliate T-Mobile West Corporation. The terms "parents", "subsidiary," "affiliate," and "joint venture" refer to any person in which there is partial (10 percent or more) or total ownership or control between Deutsche Telekom and any other person.

3. "You" means Respondents and Interested Parties, and each of them (limited only to the extent indicated in the following requests).

4. "Merger" and "Merger Application" shall refer to the proposed acquisition by AT&T Inc. of all of the issued and outstanding shares in T-Mobile USA, Inc., as reflected in AT&T's Application in WT Docket No. 11-65 at the FCC.

5. "Wireless service" refers to Commercial Mobile Radio Services (CMRS).