Federal Communications Commission DA 16-1281 
 
Before the 
Federal Communications Commission 
Washington, D.C. 20554 
 
 
In the Matter of 
 
Applications of XO Holdings and Verizon 
Communications Inc. For Consent to Transfer 
Control of Licenses and Authorizations 
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WC Docket No. 16-70 
 
MEMORANDUM OPINION AND ORDER 
 
Adopted:  November 16, 2016 Released:  November 16, 2016 
 
By the Chief, Wireline Competition Bureau; Chief, International Bureau; and Chief, Wireless 
Telecommunications Bureau: 
 
TABLE OF CONTENTS 
 Para. 
I. INTRODUCTION .................................................................................................................................. 1 
II. BACKGROUND .................................................................................................................................... 4 
A. Description of the Applicants .......................................................................................................... 4 
1. Verizon Communications Inc. ................................................................................................... 4 
2. XO Communications, LLC ....................................................................................................... 5 
B. Description of the Transaction ......................................................................................................... 6 
III. STANDARD OF REVIEW AND PUBLIC INTEREST FRAMEWORK ............................................ 7 
IV. QUALIFICATIONS OF APPLICANTS AND COMPLIANCE WITH 
COMMUNICATIONS ACT AND FCC RULES AND POLICIES .................................................... 12 
V. POTENTIAL PUBLIC INTEREST HARMS ...................................................................................... 15 
A. Loss of XO as a Competitive Provider of Business Data Services and Other Commercial 
Services .......................................................................................................................................... 17 
1. Loss of Facility-Based Fiber Competition in Verizon’s Incumbent LEC Region. .................. 21 
2. Loss of Facility-Based Fiber Competition Outside of Verizon’s Incumbent LEC 
Region ..................................................................................................................................... 27 
3. Loss of XO as a Provider of Ethernet over Copper ................................................................. 29 
4. Other Issues ............................................................................................................................. 34 
B. Loss of XO as an Independent Route into Verizon’s Network and as a Competitive 
Provider of Transit Service ............................................................................................................ 39 
1. Loss of an Independent Route into Verizon’s Network .......................................................... 41 
2. Loss of Competition in the Provision of Transit ..................................................................... 43 
VI. ANALYSIS OF POTENTIAL PUBLIC INTEREST BENEFITS ....................................................... 45 
A. Analytical Framework ................................................................................................................... 46 
B. Claimed $1.5 Billion in Operational and Economic Efficiencies Resulting from the 
Transaction ..................................................................................................................................... 48 
C. Claimed Non-Synergy Public Interest Benefits ............................................................................. 55 
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1. Verizon’s Deployment of XO’s Fiber Assets in Support of 5G Technologies and 
Further Densification of its Cellular Network ......................................................................... 55 
2. Verizon’s Ability to Better Serve Multi-Location Enterprise Customers ............................... 60 
3. Benefits to Current XO Customers by Gaining Access to Verizon’s Full Range of 
Services ................................................................................................................................... 64 
VII.BALANCING POTENTIAL PUBLIC INTEREST HARMS AND BENEFITS ................................ 65 
VIII. CONCLUSION .............................................................................................................................. 66 
IX. ORDERING CLAUSES ....................................................................................................................... 67 
APPENDIX A – Applications to Transfer Control of Licenses and Authorizations Held by XO 
 
I. INTRODUCTION 
1. Verizon Communications Inc. (Verizon) and XO Holdings (collectively, Applicants) 
filed a series of applications pursuant to sections 214 and 310(d) of the Communications Act of 1934, as 
amended (Act), and sections 63.04, 63.18, and 63.24 of the Commission’s rules,1 seeking approval to 
transfer control of various licenses and authorizations2 held by XO Communications, LLC (XO) from XO 
Holdings to Verizon in connection with an equity purchase transaction whereby Verizon will acquire XO 
(the Transaction).3  We find that approval of the Transaction will serve the public interest, convenience, 
and necessity and hereby grant the Applications.  
2. On April 12, 2016, the Wireline Competition Bureau (WCB), Wireless 
Telecommunications Bureau (WTB), and International Bureau (IB) released a public notice accepting the 
Applications for filing and establishing a pleading cycle for public comments.4  Eight parties filed in 
response to the Public Notice, including three petitions to deny the Transaction.5  On June 22, 2016, after 
the public comment period closed, we requested additional information and data from the Applicants to 
conduct our review.6 
3. We carefully and thoroughly reviewed the record, including the substantial material 
submitted by the Applicants pursuant to our requests, which are subject to the Protective Order issued in 
                                                     
1 47 U.S.C. §§ 214, 310(d); 47 CFR §§ 63.04, 63.18, 63.24.  Consolidated Applications to Transfer Control of 
Domestic and International Section 214 Authorizations, WC Docket No. 16-70 (filed Mar. 4, 2016) (Applications).  
On March 22, 2016, Applicants supplied additional information about their Applications in response to questions 
from the staff of the Commission’s Wireline Competition Bureau.  See Letter from Bryan Tramont, Adam Krinsky, 
and Jennifer Kostyu, Counsel to Verizon, and Thomas Cohen and Edward Yorkgitis, Jr., Counsel to XO Holdings, 
to Marlene Dortch, Secretary, FCC, WC Docket No. 16-70 (filed Mar. 22, 2016) (March 22 Supplement). 
2 Applicants submit that, in addition to XO’s domestic and international section 214 authorizations, XO holds 53 
common carrier fixed point-to-point microwave licenses and one millimeter wave 70/80/90 GHz service license.  
See Applications, Exh. 1, Description of the Parties, Description of the Transaction, Public Interest Statement, and 
Administrative Matters, at Attach. 1, FCC Licenses (Public Interest Statement). 
3 Public Interest Statement at 4.  See also Verizon Updated Response to June 22, 2016 Information and Data 
Request, WC Docket No. 16-70, transmitted by letter from Katherine Saunders, Associate General Counsel, 
Verizon, to Marlene Dortch, Secretary, FCC, at Attach. Equity Purchase Agreement Dated as of February 20, 2016 
(filed Aug. 23, 2016) (Applicants’ Feb. 20, 2016 Equity Purchase Agreement). 
4 Applications Filed For The Transfer Of Control Of XO Communications, LLC To Verizon Communications Inc., 
Public Notice, 31 FCC Rcd 3514 (WCB, WTB, IB Apr. 12, 2016). 
5 See DISH Petition, INCOMPAS Petition, and Public Knowledge Petition; Windstream Comments, CCA 
Comments, OTI Comments, Transbeam Comments, and Catron County (NM) Astronomical Association Comments; 
and DISH Reply and Public Knowledge Reply. 
6 See Letter from Madeleine Findley, Deputy Chief, WCB, FCC, to Bryan Tramont, Adam Krinsky, and Jennifer 
Kostyu, Counsel to Verizon, and Thomas Cohen and Edward Yorkgitis, Jr., Counsel to XO Holdings, WC Docket 
No. 16-70 (June 22, 2016) (June 22, 2016 Information and Data Request).    
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this proceeding.7  We conclude that both the benefits and the harms of the Transaction are relatively 
limited, but that, on balance, the potential public interest benefits outweigh the potential public interest 
harms. 
II. BACKGROUND 
A. Description of the Applicants 
1. Verizon Communications Inc. 
4. Verizon, a publicly-traded Delaware corporation, is a holding company whose operating 
subsidiaries provide communications services to consumers, businesses, government customers, and other 
carriers throughout the United States and internationally.8  Verizon’s wireline business provides voice, 
data, and video communications products and enhanced services, including broadband video and data, 
corporate networking solutions, data center and cloud services, security and managed network services, 
and local and long distance voice services.9  Verizon’s Enterprise Solutions division serves businesses 
and enterprise customers nationwide and internationally.10  Verizon’s Partner Solutions division serves 
wholesale carrier customers.11  Verizon subsidiaries also include incumbent local exchange carrier (LEC) 
entities in eight states in the Northeast corridor and the District of Columbia.12  Verizon’s wireless 
division, Verizon Wireless, provides nationwide voice and data services across a wireless network 
comprised of 4G LTE and 3G EVDO networks.13 
2. XO Communications, LLC 
5. XO, a Delaware limited liability company, is a wholly-owned subsidiary of XO 
Holdings, a Delaware general partnership.14  XO Holdings, through various intermediate holdings 
companies, is wholly owned and controlled by Carl C. Icahn.15  Applicants state that XO, through its 
operating subsidiaries, provides communication services in all 50 states and the District of Columbia.  
Applicants further state that XO controls and operates an IP and Ethernet network that includes an inter-
city network of approximately 20,000 fiber route miles and more than 5,600 owned metro fiber route 
                                                     
7 The Commission adopted a Protective Order to (1) limit access to proprietary or confidential information filed in 
this proceeding, and (2) more strictly limit access to certain particularly competitive sensitive information. See XO 
Holdings and Verizon Communications Inc. Consolidated Applications for Consent to Transfer Control of Domestic 
and International Authorizations Pursuant to Section 214 of the Communications Act, As Amended, Protective 
Order, 31 FCC Rcd 5318 (WCB May 9, 2016) (Protective Order). In this Order, Highly Confidential Information, 
as defined in the Protective Order, will be marked by the terms “[BEGIN HIGHLY CONF. INFO.]” and “[END 
HIGHLY CONF. INFO.]”, and Confidential Information, as defined in the Protective Order, will be marked by the 
terms “[BEGIN CONF. INFO.]” and “[END CONF. INFO.]”. Such information will be redacted from the 
publicly available version of this Order. The unredacted version will be available upon request to persons qualified 
to view it under the Protective Order. 
8 Public Interest Statement at 2.  According to the Applicants, Verizon is a publicly-traded and widely-held 
company, and no person or entity holds a direct or indirect ten percent or greater ownership interest in Verizon. 
9 Id. 
10 Id. 
11 See Verizon Response to June 22, 2016 Information and Data Request, transmitted by letter from Katherine 
Saunders, Associate General Counsel, Verizon, to Marlene Dortch, Secretary, FCC, at 2 (filed July 7, 2016) 
(Verizon July 7, 2016 Response to Information Request). 
12  Public Interest Statement at 2. 
13 Id. 
14 Id. at 2-3. 
15 Id. at 3. 
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miles.16  XO provides local and long distance voice, Internet access, cloud connectivity, security, private 
line, Ethernet, and other private data and network transport services for small and medium-sized 
companies, enterprises, national and government customers, and other carriers, both on a managed and 
wholesale basis.17  XO does not provide mass-market retail services to consumers.18 
B. Description of the Transaction 
6. On February 20, 2016, Verizon and XO Holdings entered into an agreement pursuant to 
which XO Holdings will sell all of its interests in XO to Verizon.19  Upon completion of the Transaction, 
XO will become a wholly-owned, indirect subsidiary of Verizon.  XO’s operating subsidiaries will remain 
subsidiaries of XO.  At the same time the Applicants agreed to enter into the Transaction, XO Holdings, 
through its Nextlink Wireless, LLC (Nextlink) subsidiary, agreed to lease spectrum to Cellco Partnership 
d/b/a Verizon Wireless (Verizon Wireless) associated with certain wireless local multipoint distribution 
service (LMDS) and 39 GHz licenses held by Nextlink.20  WTB sought comments on the Lease 
Application on April 12, 2016, and gave its consent on July 25, 2016.21   
III. STANDARD OF REVIEW AND PUBLIC INTEREST FRAMEWORK 
7. Pursuant to sections 214(a) and 310(d) of the Act, we must determine whether the 
Applications will serve the public interest, convenience, and necessity.22  In making this determination, 
we first assess whether the proposed Transaction complies with the specific provisions of the Act,23 other 
applicable statutes, and the Commission’s rules.24  If the Transaction does not violate a statute or rule, 
then we consider whether it could result in public interest harms by substantially frustrating or impairing 
the objectives or implementation of the Act or related statutes.  We then employ a balancing test that 
weighs any potential public interest harms of the proposed Transaction against any potential public 
interest benefits.  The Applicants bear the burden of proving, by a preponderance of the evidence, that the 
                                                     
16 Id. at 3. 
17 Id. at 2-3. 
18 Id. at 3. 
19 See Applicants’ Feb. 20, 2016 Equity Purchase Agreement. 
20 See Application of Nextlink Wireless, LLC and Verizon Wireless for Long-term de facto Transfer Lease, File No. 
0007162285, Exh. 1, Description of Transaction and Public Interest Statement, at 1 n.1 (filed Mar. 2, 2016) (Lease 
Application).  XO Holdings also agreed to provide Verizon Wireless an option to acquire control of the Nextlink 
Wireless licenses associated with the leased spectrum.  Id.  Verizon Wireless has not exercised the purchase option, 
so no application associated with that option has been filed with the Commission. 
21 Application of Cellco Partnership d/b/a Verizon Wireless and Nextlink Wireless, LLC For Consent to Long-Term 
De Facto Transfer Spectrum Leasing Arrangement, ULS File No. 0007162285, Memorandum Opinion and Order, 
DA 16-838 (WTB July 25, 2016) (Verizon-Nextlink Leasing Order) (noting that consent to the Lease Application 
neither precluded nor limited any analysis, action, or remedy that may be found appropriate with respect to the 
Applications, nor did it preclude or limit the discretion to consolidate review of other transaction applications in the 
future that are deemed sufficiently related as to make such consolidated consideration appropriate). 
22 47 U.S.C. §§ 214(a), 310(d).  
23 Section 310(d) of the Act requires that we consider applications for the transfer of Title III licenses under the 
same standard as if the proposed transferee were applying for licenses directly under section 308 of the Act.  47 
U.S.C. § 310(d).   
24 See Charter Communications, Inc., Time Warner Cable Inc., and Advance/Newhouse Partnership For Consent to 
Assign or Transfer Control of Licenses and Authorizations, Memorandum Opinion and Order, 31 FCC Rcd 6327, 
6336, para. 26 n.51 (2016) (Charter-TWC Order); Applications of AT&T, Inc. and DIRECTV for Consent to Assign 
or Transfer Control of Licenses and Authorizations, Memorandum Opinion and Order, 30 FCC Rcd 9131, 9139, 
para. 18 n.35 (2015) (AT&T-DIRECTV Order); AT&T Inc. and BellSouth Corporation Application for Transfer of 
Control, Memorandum Opinion and Order, 22 FCC Rcd 5662, 5672, para. 19 (2007) (AT&T-BellSouth Order). 
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proposed Transaction, on balance, serves the public interest.  If we are unable to find that the proposed 
Transaction serves the public interest for any reason, or if the record presents a substantial and material 
question of fact, then we must designate the Applications for hearing.25 
8. Our public interest evaluation necessarily encompasses the “broad aims of the 
Communications Act,” which include, among other things, a deeply rooted preference for preserving and 
enhancing competition in relevant markets, accelerating private sector deployment of advanced services, 
promoting a diversity of information sources and services to the public, and generally managing the 
spectrum in the public interest.26  Our public interest analysis also entails assessing whether the proposed 
Transaction would affect the quality of communications services or result in the provision of new or 
additional services to consumers.  In conducting this analysis, we may consider technological and market 
changes, and the nature, complexity, and speed of change of, as well as trends within, the 
communications industry.27  
9. Our competitive analysis, which forms an important part of the public interest evaluation, 
is informed by, but not limited to, traditional antitrust principles.28  The Commission and the U.S. 
Department of Justice (DOJ) each has independent authority to examine the competitive impacts of 
proposed communications mergers and transactions involving transfers of Commission licenses, but the 
standards governing the Commission’s competitive review differ from those applied by the DOJ.  The 
Commission, like the DOJ, considers how a transaction would affect competition by defining a relevant 
market, looking at the market power of incumbent competitors, and analyzing barriers to entry, potential 
competition, and the efficiencies, if any, that may result from the transaction.29 
10. The DOJ, however, reviews telecommunications mergers only pursuant to section 7 of 
the Clayton Act, and if it sues to enjoin a merger, it must demonstrate to a court that the merger may 
substantially lessen competition or tend to create a monopoly.30  The DOJ review is consequently limited 
solely to an examination of the competitive effects of the acquisition, without reference to diversity, 
localism, or other public interest considerations.31  Moreover, the Commission’s competitive analysis 
under the public interest standard is broader.  For example, the Commission considers whether a 
transaction would enhance, rather than merely preserve, existing competition, and often takes a more 
expansive view of potential and future competition in analyzing that issue.32 
                                                     
25 47 U.S.C. § 309(e); see Charter-TWC Order, 31 FCC Rcd at 6336-37, para. 26.  The requirement in section 
309(e) applies only to those applications to which Title III of the Act applies.  We are not required to designate for 
hearing applications for the transfer or assignment of Title II authorizations when we are unable to find that the 
public interest would be served by granting the applications (see ITT World Communications, Inc. v. FCC, 595 F.2d 
897, 901 (2d Cir. 1979)), but may do so if we find that a hearing would be in the public interest. 
26 See Charter-TWC Order, 31 FCC Rcd at 6337, para. 27; AT&T-DIRECTV Order, 30 FCC Rcd at 9140, para. 19; 
In the Matter of Applications Filed by Qwest Communications International Inc. and CenturyTel, Inc. D/B/A 
CenturyLink for Consent to Transfer Control, Memorandum Opinion and Order, 26 FCC Rcd 4194, 4199, para. 8 
(2011) (Qwest-CenturyLink Order). 
27 See Charter-TWC Order, 31 FCC Rcd at 6337, para. 27; AT&T-DIRECTV Order, 30 FCC Rcd at 9140, para. 19; 
Qwest-CenturyLink Order, 26 FCC Rcd at 4199, para. 8. 
28 See Charter-TWC Order, 31 FCC Rcd at 6337, para. 28; AT&T-DIRECTV Order, 30 FCC Rcd at 9140-41, para. 
20; Qwest-CenturyLink Order, 26 FCC Rcd at 4199, para. 9. 
29 See Charter-TWC Order, 31 FCC Rcd at 6337-38, para. 28. 
30 15 U.S.C. § 18; see Charter-TWC Order, 31 FCC Rcd at 6338, para. 29.  As of November 13, 2016, the DOJ 
completed its review of the Transaction and determined not to take any enforcement action. 
31 See Charter-TWC Order, 31 FCC Rcd at 6338, para. 29. 
32 See Charter-TWC Order, 31 FCC Rcd at 6338, para. 29.  Cf. Verizon Communications, Inc. v. Law Offices of 
Curtis V. Trinko, LLP, 540 U.S. 398, 415 (2004) (“The 1996 Act is, in an important respect, much more ambitious 
(continued….) 
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11. Finally, our public interest authority enables us, where appropriate, to impose and enforce 
transaction-related conditions to ensure that the public interest is served by a transaction.33  Specifically, 
section 303(r) of the Act authorizes the Commission to prescribe restrictions or conditions not 
inconsistent with law that may be necessary to carry out the provisions of the Act.34  Similarly, section 
214(c) of the Act authorizes the Commission to attach to the approval certificate “such terms and 
conditions as in its judgment the public convenience and necessity may require.”35  Our extensive 
regulatory and enforcement experience enables us, under this public interest authority, to impose and 
enforce conditions to ensure that a transaction will yield net public interest benefits.36  In exercising this 
authority to carry out our responsibilities under the Act and related statutes, we have imposed conditions 
to confirm specific benefits or remedy harms likely to arise from transactions.37  
IV. QUALIFICATIONS OF APPLICANTS AND COMPLIANCE WITH 
COMMUNICATIONS ACT AND FCC RULES AND POLICIES 
12. Section 310(d) of the Act requires that we make a determination as to whether the 
Applicants have the requisite qualifications to hold Commission licenses.38  Among the factors the 
Commission considers in its public interest review is whether the applicant for a license has the requisite 
“citizenship, character, financial, technical, and other qualifications.”39  Therefore, as a threshold matter, 
the Commission must determine whether the applicants to a proposed transaction meet the requisite 
qualification requirements to hold and transfer licenses under section 310(d) and the Commission’s 
rules.40 
13. No party has raised an issue with respect to the basic qualifications of either Verizon or 
XO.  The Commission generally does not reevaluate the qualifications of transferors unless issues related 
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than the antitrust laws.  It attempts ‘to eliminate the monopolies enjoyed by the inheritors of AT&T’s local 
franchises.’  Section 2 of the Sherman Act, by contrast, seeks merely to prevent unlawful monopolization.  It would 
be a serious mistake to conflate the two goals.”) (emphasis in original) (quoting Verizon Communications v. FCC, 
535 U.S. 467, 476 (2002) (internal citations omitted)). 
33 See Charter-TWC Order, 31 FCC Rcd at 6338, para. 30; AT&T-DIRECTV Order, 30 FCC Rcd at 9141, para. 22; 
Qwest-CenturyLink Order, 26 FCC Rcd at 4199, para. 10; Applications filed by Altice N.V. and Cablevision Systems 
Corporation to Transfer Control of Authorizations from Cablevision Systems Corporation to Altice N.V., 
Memorandum Opinion and Order, 31 FCC Rcd 4365, 4369, para. 11 (WCB, IB, MB, WTB 2016) (Altice-
Cablevision Order). 
34 47 U.S.C. § 303(r); see Charter-TWC Order, 31 FCC Rcd at 6338, para. 30; AT&T-DIRECTV Order, 30 FCC Rcd 
at 9141, para. 22; Qwest-CenturyLink Order, 26 FCC Rcd at 4199, para. 10; United States v. Southwestern Cable 
Co., 392 U.S. 157, 178 (1968) (holding that section 303(r) permits the Commission to order a cable company not to 
carry broadcast signal beyond station’s primary market); United Video, Inc. v. FCC, 890 F.2d 1173, 1182-83 (D.C. 
Cir. 1989) (affirming syndicated exclusivity rules adopted pursuant to section 303(r) authority). 
35 47 U.S.C. § 214(c); see Charter-TWC Order, 31 FCC Rcd at 6338-39, para. 30; AT&T-DIRECTV Order, 30 FCC 
Rcd at 9141, para. 22; Qwest-CenturyLink Order, 26 FCC Rcd at 4199, para. 10. 
36 See Charter-TWC Order, 31 FCC Rcd at 6339, para. 30; AT&T-DIRECTV Order, 30 FCC Rcd at 9141, para. 22 
(and cases cited therein); Qwest-CenturyLink Order, 26 FCC Rcd at 4199, para. 10. 
37 Id. 
38 47 U.S.C. § 310(d). 
39 47 U.S.C. §§ 308, 310(d); see also Charter-TWC Order, 31 FCC Rcd at 6339, para. 31; AT&T-DIRECTV Order, 
30 FCC Rcd at 9142, para. 24; Qwest-CenturyLink Order, 26 FCC Rcd at 4199, para.11; AT&T-BellSouth Order, 22 
FCC Rcd at 5756, para. 191; SBC Communications Inc. and AT&T Corp. Applications for Approval of Transfer of 
Control, Memorandum Opinion and Order, 20 FCC Rcd 18290, 18379, para. 171 (2005) (SBC-AT&T Order).  
40 See Charter-TWC Order, 31 FCC Rcd at 6339, para. 31; AT&T-DIRECTV Order, 30 FCC Rcd at 9142, para. 24; 
Qwest-CenturyLink Order, 26 FCC Rcd at 4199, para.11; AT&T-BellSouth Order, 22 FCC Rcd at 5756, para. 191. 
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to basic qualifications have been sufficiently raised in petitions to warrant designation for hearing.41  We 
find that there is no reason to reevaluate the requisite citizenship, character, financial, technical, or other 
basic qualifications of XO under the Act and our rules, regulations, and policies.  In addition, no parties 
have alleged that Verizon lacks the requisite qualifications.  The Commission previously found Verizon 
to be qualified to hold Commission authorizations and licenses,42 and we find that Verizon continues to 
have the requisite citizenship, character, financial, technical, and other basic qualifications under the Act 
and our rules, regulations, and policies. 
14. As noted above, the proposed Transaction must be in compliance with the Act, other 
applicable statutes, and the Commission’s rules before we can find that it is in the public interest.43  We 
find that the proposed Transaction will not violate any statutory provision or Commission rule. 
V. POTENTIAL PUBLIC INTEREST HARMS 
15. In this section, we consider the potential public interest harms arising from the proposed 
Transaction.  Commenters largely claim competitive harm due to the loss of XO as a competitive provider 
of:  (1) business data services (BDS)44 and other commercial services, including Ethernet-over-Copper 
(EoC),45 both inside and outside Verizon’s incumbent LEC region, and (2) Internet backbone/transit 
services.  We evaluate the Transaction in light of the relevant services XO and Verizon provide and the 
geographic locations where these services are provided.  Based on the record evidence, as explained 
below, we find that the Transaction is unlikely to have material adverse competitive effects for any of 
these services in any geographic area where Applicants operate.   
                                                     
41 See, e.g., Charter-TWC Order, 31 FCC Rcd at 6339, para. 32; AT&T-DIRECTV Order, 30 FCC Rcd at 9142, para. 
25; Applications of SoftBank, Starburst II, Inc., Sprint Nextel Corporation, and Clearwire Corporation, Petitions for 
Reconsideration of Applications of Clearwire Corporation for Pro Forma Transfer of Control, 28 FCC Rcd 9642, 
9653, para. 27 (2013). 
42 See, e.g., Applications of Atlantic Tele-Network, Inc. and Cellco Partnership d/b/a Verizon Wireless for Consent 
to Assign or Transfer Control of Licenses and Authorizations, Memorandum Opinion and Order, 25 FCC Rcd 3763, 
3777, para. 26 & nn.108-09 (2008); SpectrumCo LLC and Cox TMI, LLC for Consent To Assign AWS-1 Licenses, 
Memorandum Opinion and Order, 27 FCC Rcd 10698, 10714, para. 17 (2012). 
43 See, e.g., Charter-TWC Order, 31 FCC Rcd at 6339, para. 33; AT&T-DIRECTV Order, 30 FCC Rcd at 9154, para. 
52. 
44 BDS as used in this Order refers to business data services, which are defined as providing “dedicated point-to-
point transmission of data at certain guaranteed speeds and service levels using high-capacity connections.”  
Business Data Services in an Internet Protocol Environment et al., Tariff Investigation Order and Further Notice of 
Proposed Rulemaking, 31 FCC Rcd 4723, 4728, para. 12 (2016) (BDS Tariff Order and FNPRM).  Prior to the 
adoption of the BDS Tariff Order and FNPRM, these services were referred to as “special access.” Id. at 4725, para. 
1.  BDS includes, inter alia, legacy TDM DS1s and DS3s, packet-based Ethernet Private Line, Dedicated Internet 
Access and LAN, and backhaul services for wireless carriers.  Id. at 4725, 4743-44, paras. 5, 45-48.  By using this 
definition, we make no finding as to whether BDS constitutes a relevant antitrust market for the purpose of 
analyzing whether this Transaction is in the public interest. 
45 Commenters in this proceeding often use the term “BDS” to refer generally to all the services offered by the 
Applicants for which commenters raise competitive harm concerns.  Because certain of these services may not or do 
not fall within the definition of BDS as we define that term for purposes of this proceeding, and because we must 
address all concerns raised by commenters, we address “other commercial services” to account for this.  More 
specifically, we do so:  (1) to consider commenters’ heightened concerns relating to the loss of XO’s EoC service – 
a service that might not be considered BDS due to the type of performance and service level agreements that XO 
offers for its EoC service that may differ from higher level performance guarantees identified by the Commission as 
an inherent part of BDS (see Letter from Bryan Tramont and Adam Krinsky, Counsels to Verizon, and Thomas W. 
Cohen, Counsel to XO Holdings, to Marlene H. Dortch, Secretary, FCC, WC Docket No. 16-70, at n.2 (filed Oct. 
14, 2016) (XO/Verizon Oct. 14, 2016 Ex Parte Letter)); and (2) to address other concerns raised by commenters, 
such as the potential for the Transaction to diminish competitive wireless carriers’ access to numbering resources.  
See CCA Comments at 2-4.  
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16. The Commission has stated that a transaction is considered to be horizontal when the 
parties to the transaction compete as providers in the same locations.46  Because Verizon and XO compete 
to provide some services in geographic areas that overlap, we must consider the horizontal effects of the 
Transaction and we do so below.  To the extent applicable, we also consider potential vertical harms 
resulting from the Transaction.  Some commenters claim the Transaction may have adverse vertical 
effects, arguing that Verizon as a provider of telecommunications services to end users will have a greater 
ability to raise rival competitors’ wholesale BDS input prices as a result of the loss of XO as a 
competitive wholesale provider of certain of these inputs.47  We consider these vertical concerns below, 
but find them unfounded.  In spite of commenters’ claims that XO has some price-constraining effect in 
the market for wholesale BDS services, the record reflects that the overwhelming majority of XO’s 
services are provided over the same incumbent LEC-leased wholesale inputs that are available to other 
competitive LECs.48  To the extent commenters’ concerns are focused more on Verizon’s non-transaction 
specific practices with respect to wholesale BDS offerings industry wide, the Commission has a separate 
rulemaking proceeding concerning BDS generally.49   
A. Loss of XO as a Competitive Provider of Business Data Services and Other 
Commercial Services 
17. Based on our analysis, we first find that Verizon’s acquisition of XO within Verizon’s 
incumbent LEC territory will have a de minimis impact on competition in the provision of BDS.  Next, 
we find that the Transaction fails to harm BDS competition outside of Verizon’s incumbent LEC territory.  
Finally, we find that the Transaction will not result in any transaction-specific competitive harm from the 
loss of XO as an independent provider of EoC and other commercial services or as an alleged “maverick” 
among competitive LECs.50 
18. We evaluate the competitive effects of Verizon’s acquisition of XO with respect to each 
Applicant’s position as a facilities-based BDS provider.51  Facilities-based or “Type I” BDS52 have long 
                                                     
46 See Applications Filed for the Transfer of Control of tw telecom inc. to Level 3 Communications, Inc., 
Memorandum Opinion and Order, 29 FCC Rcd 12842, 12848, para. 16 (WCB, IB 2014) (Level 3-tw telecom Order) 
(citing AT&T-BellSouth Order, 22 FCC Rcd at 5675, para. 23 & n.82); see also Qwest-CenturyLink Order, 26 FCC 
Rcd at 4201, para. 13 & n.50.   
47 See Windstream Comments at 4, 11-12; DISH Petition at 11-12. 
48 See infra paras. 20, 32 & notes 66, 102.  
49 See BDS Tariff Order and FNPRM, 31 FCC Rcd at 4761-90, paras. 86-158 (addressing all-or-nothing, short-fall 
penalties and early termination provisions in incumbent LEC BDS offerings).  We therefore decline to adopt the 
conditions proposed by Windstream and INCOMPAS regarding shortfall liability and early termination penalties.  
See Windstream Comments at 25-28; Letter from Thomas Jones and Mia Guizzetti Hayes, Counsel for INCOMPAS, 
to Marlene H. Dortch, Secretary, FCC, WC Docket No. 16-70, at 2 (filed Nov. 11, 2016) (INCOMPAS Nov. 11, 
2016 Ex Parte Letter).  In addition, Windstream’s concern that “Verizon must reform its worst-in-class practices of 
charging special construction when it can leverage existing infrastructure or has its own foreseeable uses for any 
new network infrastructure being constructed” is an issue that has been raised in the BDS proceeding, and it is not 
specific to the Transaction.  See Windstream Comments at 4; BDS Tariff Order and FNPRM, 31 FCC Rcd at 4884, 
para. 432 (asking for comments on ensuring that “carriers are not permitted to increase prices . . . by imposing 
unreasonable charges on related services, such as special construction”).  We therefore decline to adopt the separate 
conditions proposed by Windstream and INCOMPAS concerning special construction charges.  See Windstream 
Comments at 21-25; INCOMPAS Nov. 11, 2016 Ex Parte Letter at 3. 
50 See Public Knowledge Reply at 4; see also INCOMPAS Petition at 20. 
51 See Qwest-CenturyLink Order, 26 FCC Rcd at 4202, para. 16 (explaining that the competitive harm analysis 
focuses on overlap of owned last-mile connections offered wholly over a carrier's own facilities); see also Wavecom 
Solutions Corporation and Hawaiian Telecom, Inc., Applications for Consent to Transfer of Control, Memorandum 
Opinion and Order and Declaratory Ruling, 27 FCC Rcd 16081, 16087, para. 13 (WCB 2012) (Hawaiian Telecom 
Order).  
 Federal Communications Commission DA 16-1281  
 
 9 
been the relevant services to consider in determining potential competitive harm arising from transactions 
such as this involving the combination of an incumbent LEC and a facilities-based competitive LEC.53  
Based upon our precedent, we also evaluate potential harms from the Transaction with respect to 
overlapping customer building locations.54  Accordingly, we must carefully gauge the potential for 
harmful transaction-specific competitive effects where XO and Verizon both compete to provide BDS to 
the same locations over their own wireline facilities.  
19. Background.  XO and Verizon each provides BDS and other commercial services to 
small and medium-sized businesses, large enterprises, national and government customers, and other 
carriers on a wholesale and managed basis.55  XO operates as a competitive LEC nationwide, providing 
service over its own on-net facilities and through leased facilities and services obtained from incumbent 
LECs and other competitive providers.56  Verizon offers its services in-region as both an incumbent LEC 
and a competitive LEC,57 while outside its incumbent LEC region, Verizon operates as a competitive 
LEC.  Documentary evidence reflects that for the 14-month period prior to the filing of the Applications, 
Verizon identified XO as its primary competitor for only [BEGIN HIGHLY CONF. INFO.]  
 [END HIGHLY CONF. INFO.]58  Similarly, 
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52 The Commission has previously found that many purchasers of wholesale special access services view Type I 
services as substantially superior to Type II services that are provided over a combination of the carrier's own 
facilities and the BDS of another carrier, because of differences in performance, reliability, security, and price – 
differences that are sufficiently large that Type I special access services fall into a separate relevant product market 
than BDS that are not provisioned wholly over a carrier's own facilities.  See AT&T-BellSouth Order, 22 FCC Rcd at 
5677-78, para. 29; Verizon Communications Inc. and MCI, Inc. Applications for Approval of Transfer of Control, 
Memorandum Opinion and Order, 20 FCC Rcd 18433, 18448, para. 26 (2005) (Verizon-MCI Order); SBC-AT&T 
Order, 20 FCC Rcd at 18305-06, para. 26 & n.89. 
53 AT&T-BellSouth Order, 22 FCC Rcd at 5677-78, para. 29; Verizon-MCI Order, 20 FCC Rcd 18433, 18448, para. 
26 (2005); SBC-AT&T Order, 20 FCC Rcd at 18305-06, para. 26 & n.89.  With respect to Type II BDS, in prior 
incumbent LEC-competitive LEC transactions, the Commission has either declined to even consider and analyze 
separately competitive harm due to the loss of a Type II provider, or concluded, as we do here, that the ability of 
other competitive providers to move in quickly alleviates any competitive harm concerns due to the loss of a Type II 
special access provider.  See Qwest-CenturyLink Order, 26 FCC Rcd at 4203, para. 17 (limiting competitive harms 
analysis to only facilities-based overlaps); AT&T-BellSouth Order, 22 FCC Rcd at 5680-82, 5687, paras. 37, 40, 51 
(finding that competitive LECs can contract for collocation and can purchase special access circuits or UNEs to 
provide Type II services); see also SBC-AT&T Order, 20 FCC Rcd at 18308, 18311, paras. 33, 41; Verizon-MCI 
Order, 20 FCC Rcd at 18451, 18453, paras. 33, 41. 
54 See Qwest-CenturyLink Order, 26 FCC Rcd at 4202, para. 16; AT&T-BellSouth Order, 22 FCC Rcd at 5678, para. 
31 (relevant geographic market for wholesale special access services is a particular customer’s location); SBC-AT&T 
Order, 20 FCC Rcd at 18307, para. 28; see also Hawaiian Telecom Order, 27 FCC Rcd at 16087, para. 12 ( “[i]n 
previous transactions, the Commission has determined that, in considering the risk of harm to competition in the 
provision of special access services, the relevant geographic market is a particular customer’s location.”).  We 
follow this precedent in evaluating the instant Transaction, taking a conservative approach to ensure that 
commenters’ concerns of competitive harm to customers in overlapping buildings are considered at the smallest 
geographic level possible.  
55 Public Interest Statement at 2, 3.   
56 XO’s internal documents demonstrate that an overwhelming percentage of its BDS is provided using leased 
facilities.  See infra note 102. 
57 Verizon’s incumbent LEC footprint is now confined to areas within Massachusetts, Rhode Island, Connecticut, 
New York, New Jersey, Pennsylvania, Delaware, Maryland, the District of Columbia, and Virginia, including a 
small number of customers on Knotts Island, North Carolina via Verizon’s Virginia incumbent LEC from a wire 
center in Virginia.  See March 22 Supplement at 1 & n.4.   
58 See Letter from Katharine Saunders, Associate General Counsel, Verizon, to Marlene Dortch, Secretary, FCC, 
WC Docket No. l6-70, at Attach., Verizon-XO Transaction, Whitepaper on the effect of Verizon’s XO acquisition 
(continued….) 
 Federal Communications Commission DA 16-1281  
 
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XO’s top competitor analysis reflects that it rarely considers Verizon as its top competitor.59  For 
example, in only [BEGIN HIGHLY CONF. INFO.]  [END HIGHLY CONF. INFO.] of XO’s 85 
market areas nationwide does it consider Verizon its leading competitor for mid-market and enterprise 
customers.60  Applicants cite to independent analyst reports estimating Verizon’s national enterprise 
Ethernet market share at approximately 19.6 percent and XO’s as between 0.5 and 2 percent.61  The same 
reports estimate that for wholesale Ethernet market share, Verizon has an approximate 28.3 percent share 
of the market, while XO has an approximate 3.9 percent share.62  
20. Verizon indicates that it currently has more than 125,000 fiber-connected non-residential 
buildings nationwide,63 almost all of which are located in its incumbent LEC region.64  Through the 
Transaction, Verizon will acquire XO’s approximately [BEGIN HIGHLY CONF. INFO.]  [END 
HIGHLY CONF. INFO.] on-net buildings,65 [BEGIN HIGHLY CONF. INFO.]  [END HIGHLY 
(Continued from previous page)                                                            
on business data services, at 6 (filed Aug. 26, 2016) (Verizon BDS White Paper) (explaining how rarely Verizon 
competes head-to-head with XO in the marketplace to win a potential BDS customer’s business).  [BEGIN 
HIGHLY CONF. INFO.]   
 
 [END HIGHLY CONF. 
INFO.].  Id.  
59 See Letter from Thomas W. Cohen, Counsel to XO, to Marlene H. Dortch, Secretary, FCC, at Exh. A (filed Aug. 
2, 2016) (XO Aug. 2, 2016 Response to Information Request) (listing XO’s markets and top competitors in each). 
60 Id.  This same competitor analysis reflects that in XO’s market areas within Verizon’s incumbent LEC territory, 
XO’s top competitors are most often either [BEGIN HIGHLY CONF. INFO.]  [END HIGHLY 
CONF. INFO.]. 
61 March 22 Supplement at 4 n.14 (citing Frost & Sullivan, Business Carrier Ethernet Services Market Update, 
2015, at 32-33 (Sept. 2015), which estimates total market share based upon 2013 and 2014 revenues and notes that 
Verizon’s share of the business/enterprise Ethernet market declined from 22.5 percent in 2013, and further citing 
IDC Market Analysis at 10, which estimates Verizon’s and XO’s shares of the Ethernet market as 19 percent and 3 
percent, respectively, in 2014). 
62 March 22 Supplement at 4 n.15 (citing Frost & Sullivan, Wholesale Carrier Ethernet Services Market Update, 
2015, at 26 (Aug. 2015), which estimates total wholesale market share based upon 2014 revenues).  XO’s internal 
documents reflect that across all customer segments, for all of its BDS and other commercial services, ranging from 
small/medium businesses (SMB) to national/wholesale markets, [BEGIN HIGHLY CONF. INFO.]  
 
 [END HIGHLY 
CONF. INFO.].  See XO-FCC00016895, “XO Communications Long Range Plan 2016-2018,” XO, at 7; VZXO-
33-00000002, “XO Communications Overview Document,” XO, at 9 (Nov. 2015).  Significant, however, is that 
XO’s internal market share numbers are not based only on its facilities-based services, but include the substantial 
amount of its business that is based on leased services from other providers, including incumbent LECs.   
63 See March 22 Supplement at 3. 
64 Approximately [BEGIN HIGHLY CONF. INFO.]  
END HIGHLY CONF. INFO.] are located outside of its incumbent LEC region.  
See Letter from Bryan N. Tramont and Adam D. Krinsky, Counsel to Verizon, and Thomas W. Cohen, Counsel to 
XO, to Marlene Dortch, Secretary, FCC, WC Docket No. 16-70, at 2 (filed Sep. 16, 2016) (XO/Verizon Sep. 16, 
2016 Ex Parte Letter). 
65 March 22 Supplement at 2.  The total number of XO on-net buildings in Verizon’s incumbent LEC region has 
increased since Applicants submitted the March 22 Supplement, as reflected in XO’s updated responses to the June 
22, 2016 Information and Data Request.  See Letter from Thomas Cohen, Counsel to XO, to Marlene Dortch, 
Secretary, FCC, WC Docket No. 16-70, at n.4 (filed Sep. 14, 2016) (XO Sep. 14, 2016 Ex Parte Letter).  XO “on-
net” buildings include XO buildings served by either fiber, copper (a small number acquired from a prior XO 
competitive LEC acquisition), or fixed wireless.  See March 22 Supplement at n.5.  Based on updated information 
(continued….) 
 Federal Communications Commission DA 16-1281  
 
 11 
CONF. INFO.] of which are fiber-connected buildings in Verizon’s incumbent LEC territory.66  Verizon 
also will acquire XO’s national inter-city fiber network and metro fiber networks in 38 major markets.67  
Approximately 79-80 percent of XO’s metro fiber is “dark.”68  The record does not reflect precisely how 
much of XO’s long-haul fiber network is dark, but evidence suggests the percentage may be quite small.69  
Applicants submit that, all told, XO’s total fiber assets are largely complementary rather than overlapping 
(Continued from previous page)                                                            
filed by XO, we have confirmed that the majority of these on-net buildings are fiber.  See XO-FCC00046427; XO 
Sep. 14, 2016 Ex Parte Letter at n.4.  
66 See XO-FCC00046427 (spreadsheet identifying the addresses for the XO fiber buildings located within Verizon’s 
incumbent LEC territory).  See also XO Sep. 14, 2016 Ex Parte Letter at n.4 (confirming the number of XO fiber 
buildings in Verizon’s incumbent LEC region); Letter from Bryan N. Tramont and Adam D. Krinsky, Counsel to 
Verizon, and Thomas W. Cohen, Counsel to XO, to Marlene H. Dortch, Secretary, FCC, WC Docket No. 16-70, at 2 
(filed Oct. 7, 2016) (XO/Verizon Oct. 7, 2016 Revised Supplement).  XO serves approximately [BEGIN HIGHLY 
CONF. INFO.]  [END HIGHLY CONF. INFO.] buildings throughout the United States through UNEs or 
leased BDS facilities from incumbent LECs and other competitive providers, including the UNEs used in the 
provision of XO’s EoC service.  XO Sep. 14, 2016 Ex Parte Letter at n.4. 
67 Public Interest Statement at 7; see also VZXO-33-00000001, “XO Communications Overview,” Verizon, at 1 
(Mar. 4, 2016).  In addition to XO’s more than 5,600 owned metro fiber route miles noted above, see supra para. 5, 
XO also has IRUs totaling approximately an additional 7,800 metro fiber route miles, for a total of close to 13,500 
metro fiber route miles that it owns or controls through IRUs in its 38 major facilities-based markets.  XO Sep. 14, 
2016 Ex Parte Letter at 2; Public Interest Statement at n.5. (stating also “that a small portion of XO 
Communications’ network utilizes copper, which usually is connected to a nearby node that is in turn connected to 
XO Communication’s fiber facilities”).  XO indicates that its long haul network consists of [BEGIN HIGHLY 
CONF. INFO.]   
 
  [END HIGHLY CONF. INFO.]  See VZXO-33-00000165, “XO 
Communications Management Presentation,” XO, at 53; VZXO-33-00000002, “XO Communications Overview 
Document,” XO, at 22 (Nov. 2015); VZXO-11-000000007, “Email from Timothy A. Vogel, Verizon, to Jorge E. 
Beltran, Verizon, and Michael Rosenblat, Verizon, re: Emailing 11.1.1.1 Summary of Level 3 IRU and Maintenance 
Agreement,” at 1 (Dec. 15, 2015); VZXO-11-00000010, “Cost Sharing and IRU Agreement dated July 18, 1998 
between Level 3 Communications and XO Communications,” XO, at 2-3 (Dec. 2015). 
68 See XO Sep. 14, 2016 Ex Parte Letter at 1-2; Public Interest Statement at 10.  Commenters claim potential harm 
from the Transaction due to the loss of this dark fiber in the market, suggesting it would otherwise be available to 
competitive providers, particularly wireless carriers other than Verizon.  See DISH Petition at 3, 17-19.  We address 
this potential harm in more detail below, but note that [BEGIN HIGHLY CONF. INFO.]  
  
[END HIGHLY CONF. INFO.]  XO-FCC00000654, “Active XO Products”.  
69 The record does indicate that XO’s long-haul network is considered [BEGIN HIGHLY CONF. INFO.]  
 [END HIGHLY CONF. INFO.].  See VZXO-33-00000045, “XO Communications 
Profile,” Citi Corporate and Investment Banking, at 2, 6 (Nov. 19, 2015); XO-FCC00000010, “XO Communications 
Overview Document,” XO at 18, 20 (Nov. 2015).  See also VZXO-33-00000115, [BEGIN HIGHLY CONF. 
INFO.]  
 
 [END HIGHLY CONF. INFO.].  Moreover, in describing its long-haul network, [BEGIN HIGHLY 
CONF. INFO.]  
 
 [END HIGHLY CONF. INFO.]  XO-FCC00016895, “XO Communications 
Long Range Plan 2016-2018,” XO, at 60.  Further, a schematic produced by XO of its long-haul network indicates 
[BEGIN HIGHLY CONF. INFO.]   [END 
HIGHLY CONF. INFO.]  Id. at 61. 
 Federal Communications Commission DA 16-1281  
 
 12 
with Verizon fiber facilities, approximately 15 percent of which are in Verizon’s incumbent LEC region 
and the remaining 85 percent outside of it.70 
1. Loss of Facility-Based Fiber Competition in Verizon’s Incumbent LEC 
Region.   
21. In this section, we analyze the potential competitive harms arising from the loss of XO as 
a competitive provider of BDS within Verizon’s incumbent LEC region, including the loss of future 
expansion by XO.71  Based on our evaluation of the record, as set forth in detail below, we find that the 
Transaction will have only a de minimis effect on BDS competition in Verizon’s incumbent LEC region.72  
22. Verizon and XO have overlapping BDS fiber connections to [BEGIN HIGHLY CONF. 
INFO.]  [END HIGHLY CONF. INFO.] buildings in Verizon’s incumbent LEC region.  We 
identify a potential for competitive harm in only two of these buildings.  However, because of the 
particular characteristics of these two buildings, as described below, we find this potential harm de 
minimis.  In accordance with Commission precedent,73 we first determine which overlap buildings have 
alternative competitive fiber providers in addition to the Applicants already in the building.  Next, we 
assess the likelihood of competitive entry to buildings where there are no alternative fiber-based 
providers, other than the Applicants, to determine if nearby facilities-based competitors are likely to 
connect their fiber to the building in response to a post-Transaction attempt by Verizon unilaterally to 
increase prices to customers in that building.74   The lower the demand in the building, the closer another 
competitive fiber provider must be to that building for entry to be profitable and thus likely.  
                                                     
70 March 22 Supplement at 2.  Applicants’ multiple data responses to the June 22 Information and Data Request 
confirm Applicants’ claim.  
71 Certain commenters claim this loss of potential competition also is an addressable harm.  For example, DISH 
argues that certain of Verizon’s claimed synergies, such as [BEGIN HIGHLY CONF. INFO.]  
[END HIGHLY CONF. INFO.] should be discounted because instead of benefiting the public interest, these 
benefits actually would result in the loss of future fiber expansion and constitute “harms.”  See Letter from 
Stephanie A. Roy, Counsel to DISH, to Marlene Dortch, Secretary, FCC, WC Docket No. 16-70, at 1-2 (filed Oct. 5, 
2016) (DISH Oct. 5, 2016 Ex Parte Letter).  As we explain in more detail below, because we find no competitive 
harm where competitive entry into a building is deemed likely, and because XO has explained that it bases its 
decisions to build fiber to a building based on potential customers’ demands in that building and associated costs of 
entry (similar to what the Commission’s precedent suggests competitors generally consider in making build 
decisions), any building that XO has previously determined met its fiber entry criteria and thus was planning to 
connect with fiber would be similarly attractive to other competitors if customer demand in that building was not 
being met.  See XO Sep. 14, 2016 Ex Parte Letter at 2.  Thus, if XO entry does not occur as a result of the 
Transaction because Verizon already has fiber in that location, and Verizon’s prices were not competitive, then 
another competitor likely would find sufficient demand and enter in its place.  We nevertheless address this potential 
harm in more detail in our evaluation of the Transaction synergies.  See infra Section VI.A. 
72 We acknowledge the Commission’s continuing consideration of the technological and competitive changes that 
have occurred in the BDS marketplace over the past several years and recognize that changes to the regulatory 
framework governing these services may occur.  We conduct our analysis, however, in the context of this 
Transaction and in light of the facts related to the particular Applicants before us.  In conducting this analysis, we 
make no finding concerning the analytical and regulatory framework that should apply more generally to BDS. 
73 See AT&T-BellSouth Order, 22 FCC Rcd at 5682-83, paras. 41-43 (describing the basis underlying a finding that 
competitive entry is unlikely, based on the prior SBC-AT&T Order and Verizon-MCI Order that found competitive 
harm in cases where an overlap building went from two to one providers post-transaction and no other facilities-
based competitors’ fiber locations were within 0.1 mile, 0.25 mile, or 1 mile, based on overlap building demand).   
74 See infra para. 23 & note 76.  See also Qwest-CenturyLink Order, 26 FCC Rcd at 4203, para. 17 (stating that “in 
previous transactions in which an incumbent LEC has acquired a competitive LEC, the Commission has identified 
competitive harm where both carriers provide service to a building over their own facilities and there is no evidence 
that another competitive LEC is likely to connect to the building,” (citing Application for Transfer of Control of 
(continued….) 
 Federal Communications Commission DA 16-1281  
 
 13 
23. Although the record of this proceeding is sparse regarding when an alternative provider 
may decide to enter a building to provide service,75 relying on Commission precedent, we conservatively 
estimate that when demand is at least 100 Mbps, which is approximately equivalent to two DS-3s, and the 
provider is already within 0.1 miles of the location, competitive entry is possible and likely and will 
provide a competitive constraint on the prices charged at that location.76  
24. Applicants each submitted detailed nationwide building location data.  Using this data, 
WCB was able to confirm Applicants’ overlap assertions77 and analyze independently (1) where Verizon 
and XO both have facilities-based end-user BDS connections; (2) where building overlaps occur; (3) what 
bandwidth is provisioned to the buildings; (4) whether other facilities-based providers are located in or 
near the overlapping buildings up to 1,000 meters; and, (5) if so, whether the competitors’ facilities are 
fiber.  WCB determined that there are [BEGIN HIGHLY CONF. INFO.]  
 [END HIGHLY CONF. INFO.] where both Verizon and XO have fiber 
connections and there are no other fiber competitors in these buildings.   
25. Of these in-region buildings, there are only two where the demand level does not reach 
100 Mbps (the more common and increasingly utilized equivalent to two DS-3s) and there is a 
competitive fiber provider within 0.1 miles.  However, we find that the specific characteristics of these 
two buildings78 do not warrant any conditions.79  Specifically, one building is a vacant single story 
warehouse-type location that is served by the local cable company.  The second building is a residential 
five-floor apartment building also served by the local cable company and the first floor houses a single 
commercial tenant, a bank, for which Verizon provides one T-1 line.  XO provides no services to these 
buildings via its fiber.  For both buildings, however, other competitive fiber providers are located near 
these buildings.80  
26. All told, after completing its in-region fiber overlap analysis, WCB determined that more 
than 99 percent of the [BEGIN HIGHLY CONF. INFO.]  [END HIGHLY CONF. INFO.] XO 
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OnFiber Communications, Inc. to Qwest Communications Corporation, 21 FCC Rcd 9933, 9933 n.5 (2006) (Qwest-
OnFiber Order)); see also AT&T-BellSouth Order, 22 FCC Rcd at 5676-77, para. 27. 
75 But see XO Sep. 14, 2016 Ex Parte Letter at 2-3 (explaining that a decision to build depends on a customer’s 
demand and cost of construction, and XO “as a rule has found it economically feasible to build where it was within 
[BEGIN HIGHLY CONF. INFO.]  [END HIGHLY CONF. 
INFO.] miles, and as demand for higher bandwidth services is increasing, “the business case to deploy fiber is 
becoming more viable” and that the current “sweet spot” for business data services is 100 Mbps Ethernet service). 
76 A competitive constraint may well exist at lower levels of demand or at distances further than 0.1 miles.  The 
record in this proceeding, however, is insufficient for us to make those determinations.  Moreover, because we want 
to ensure that there is no competitive or other public interest harm that might result from the combination of two 
competitors, we necessarily take a conservative view.  Finally, we note that while the demand and supply of fiber 
services likely has changed in the last decade, see supra note 72, our conclusion that the presence of other fiber 
providers within 0.1 miles where there is at least 100 Mbps of demand in a building is consistent with past decisions 
of the FCC and DOJ.  See AT&T-BellSouth Order, 22 FCC Rcd at 5682-83, 5685 paras. 41-42, 46 and footnotes 
contained therein (also discussing SBC-AT&T and Verizon-MCI transactions).  
77 See XO/Verizon Oct.7, 2016 Revised Supplement at 2 (stating that more than 90 percent of the Applicant’s 
overlap buildings have at least one other fiber competitor also in the building in addition to Verizon and XO, and 
99.68 percent have at least one fiber competitor either in the building or within 0.1 mile). 
78 The addresses of these buildings are:  [BEGIN HIGHLY CONF. INFO.  
[END HIGHLY CONF. INFO.].  
79 Because our analysis does not support a finding that the Transaction will create a public interest harm within 
Verizon’s incumbent LEC region, we decline to adopt Public Knowledge’s suggestion that we require a divestiture 
of overlapping facilities.  See Public Knowledge Petition at 14. 
80 See XO/Verizon Oct. 6, 2016 Supplement at Exhs. 
 Federal Communications Commission DA 16-1281  
 
 14 
buildings that have overlapping fiber facilities with Verizon within its incumbent LEC region have either 
(1) one or more alternative competitive fiber providers already in the building, or (2) one or more 
alternative competitive fiber providers within 0.1 miles of the building and demand in the building is 
currently at least 100 Mbps.  This exceeds the minimum two DS-3 demand threshold deemed sufficient to 
entice a fiber competitor with facilities located 0.1 mile from the building to enter the building in the 
event Verizon seeks to increase prices post-Transaction.  For these buildings, the presence of, in many 
cases, multiple facilities-based fiber competitors in addition to the Applicants renders unfounded 
commenters’ concerns that the Transaction will increase Verizon’s strong incumbent LEC position in the 
BDS market to the detriment of enterprise customers and wholesale providers. 81    
2. Loss of Facility-Based Fiber Competition Outside of Verizon’s Incumbent 
LEC Region 
27. We find that the proposed Transaction poses no material risk of harm to competition in 
the provision of enterprise or wholesale BDS outside of Verizon’s incumbent LEC territory.  In contrast 
to our analysis above, outside of Verizon’s incumbent LEC territory both Verizon and XO operate as 
competitive LECs.82  We do not agree with commenters’ assertions that the Transaction will result in 
significant competitive harm from Verizon’s alleged “increase in market power” outside of its incumbent 
LEC region.83  Commenters have provided no evidence, and the record is to the contrary, that Verizon has 
any market power outside of its incumbent LEC territory.  Rather, the argument is that Verizon has 
market power simply because it is an incumbent LEC.  But the Commission previously has found that a 
competitive LEC that is also an incumbent LEC in a contiguous territory does not have any unique 
advantage over other competitors when competing outside of its incumbent LEC region.  As we 
explained, “the economic barriers that prevent competitive LECs from providing services over their own 
facilities also apply to an incumbent LEC competing out-of-region . . . [it] does not obtain more favorable 
discounts, nor more favorable collocation . . . than other competitive LECs”.84  There is nothing in the 
record to make us depart from these findings.  
28. Further, an analysis of the Applicants’ fiber overlap outside of Verizon’s incumbent LEC 
region demonstrates that competitive harm is unlikely.  Of the approximately 4,000 XO fiber buildings 
outside of Verizon’s incumbent LEC territory, Verizon and XO have overlapping fiber facilities in only 
[BEGIN HIGHLY CONF. INFO.]  [END HIGHLY CONF. INFO.] buildings.85  These overlap 
                                                     
81 See DISH Petition at 24, stating that although only 15 percent of XO’s fiber network is located inside Verizon’s 
incumbent LEC wireline footprint, the incumbent LEC footprint includes major metropolitan markets such as 
Boston, Philadelphia, Pittsburgh, Baltimore, and the District of Columbia; see also Public Knowledge Petition at 3.  
Because our analysis does not support a finding that the Transaction will create a public interest harm within 
Verizon’s incumbent LEC region, we decline to adopt conditions limiting the rates that Verizon would be permitted 
to charge for in-region last-mile services or requiring that Verizon continue to make available unbundled DS1 and 
DS3 loop facilities as requested by Windstream and INCOMPAS.  See Windstream Comments at 4, 14-21; 
INCOMPAS Nov. 11, 2016 Ex Parte Letter at 2. 
82 See BDS Tariff Order and FNPRM, 31 FCC Rcd at 4747, para. 53, n.122 (“[c]ompetitive LECs include affiliates 
of incumbent LECs that are operating outside of the incumbent’s territory”); see also AT&T-BellSouth Order, 22 
FCC Rcd at 5690, para. 55 (contrasting AT&T’s status as an incumbent LEC to its competitive LEC status when 
operating out-of-region). 
83 Windstream Comments at 4. 
84 See AT&T-BellSouth Order, 22 FCC Rcd at 5691, para. 55.  
85 XO/Verizon Sep. 16, 2016 Ex Parte Letter at 2 (updating XO’s out-of-footprint fiber buildings and overlap 
information to account for additions since the March 22 Supplement).  In addition to Applicants’ statements 
indicating the number of overlapping out-of-region buildings and the status of other competitors in or near the 
overlap buildings, our own independent analysis based on the comprehensive and multiple data submissions 
Applicants made in response to the Commission’s June 22 Information and Data Request confirms Applicants’ 
claims.   
 Federal Communications Commission DA 16-1281  
 
 15 
buildings are scattered throughout the 41 states where Verizon and XO each operate as competitive LECs, 
and we have confirmed that more than [BEGIN HIGHLY CONF. INFO.]  [END HIGHLY CONF. 
INFO.] percent of these buildings also have other fiber competitors in the building.86  Some commenters 
express concern that Verizon might not utilize XO’s fiber facilities to aggressively compete in the 
provision of BDS outside of Verizon’s incumbent LEC territory.87  However, even if this were true, the 
presence of multiple other BDS competitors outside of Verizon’s incumbent LEC territory would mean 
that no competitive harm would likely occur from Verizon’s failure to aggressively compete for 
customers using XO’s fiber assets.88  Applicants dispute this, arguing that the acquisition of XO’s fiber 
assets will better enable Verizon to expand and improve service to enterprise and wholesale customers, 
particularly outside Verizon’s incumbent LEC territory, rejecting suggestions that Verizon is unlikely to 
utilize XO’s fiber assets to vigorously compete.  They also argue that “letting facilities lie fallow after 
purchase would make little sense.”89  As a general matter, we agree that when service providers invest in 
network facilities, whether through building or buying, they have an incentive to use those facilities to 
provide service and collect revenue.90  We also find support in the record for Verizon’s argument that it 
will continue to compete outside of its incumbent LEC territory. 91  Based on both the record before us 
                                                     
86 Id.; see, e.g., Qwest-CenturyLink Order, 26 FCC Rcd at 4202, para. 15; Notice of Non-Streamlined Domestic 
Section 214 Application Granted for the Transfer of Control of Iowa Telecommunications Services, Inc. to 
Windstream Corporation, Public Notice, 25 FCC Rcd 5456 (WCB 2010); Application Granted for the Transfer of 
Control of Unite Private Networks, LLC and Unite Private Networks-Illinois, LLC to Cox Communications, Inc., 
WC Docket No. 16-241, Public Notice, DA 16-1206, at 2-3 (WCB 2016); Level 3-tw telecom Order, 29 FCC Rcd at 
12847, para. 14; Notice of Domestic Section 214 Authorizations Granted for the Transfer of Control of EasyTel 
Communications Carrier Corporation to CoxCom, LLC, Public Notice, 28 FCC Rcd 14738 (WCB 2013); 
Applications Granted for the Transfer of Control of FiberNet from One Communications Corp. to NTELOS Inc., 
Public Notice, 25 FCC Rcd 16304, 16307 (WCB, IB 2010).   
87 See INCOMPAS Petition at 12; Windstream Comments at 3 (asserting that Verizon may benefit from engaging in 
coordinated behavior with AT&T to limit competition for BDS in each other’s region and raise rivals costs); DISH 
Petition at 25.   
88 See AT&T-BellSouth Order, 22 FCC Rcd at 5693, paras. 58-59 (dismissing opponents claims that the transaction 
will result in AT&T and Verizon engaging in harmful coordinated interaction or mutual forbearance from competing 
in the other’s territory due to the number of other competitive facilities-based providers in the market); SBC-AT&T 
Order, 20 FCC Rcd at 18305, para. 34; Verizon-MCI Order, 20 FCC Rcd at 18448, para. 34 (finding that the 
presence of other actual and potential competitors will fill any void left by the merged entities’ failure to continue to 
provide wholesale special access services outside of its incumbent LEC territory).   
89 Joint Opposition at 17.  
90 See e.g., AT&T-BellSouth Order, 22 FCC Rcd at 5693, para. 59 (rejecting a commenter’s claim that AT&T may 
refrain from competing out of its incumbent LEC region under a “mutual forbearance theory”, noting that AT&T’s 
investment in its nationwide network made it reasonable to expect that it would have strong incentives to utilize 
fully its assets); see also, SBC-AT&T Order, 20 FCC Rcd at 18319, para. 53; Verizon-MCI Order, 20 FCC Rcd at 
18448, para. 54 (noting that Verizon is spending billions to acquire MCI’s network and business and it is reasonable 
to expect it to have strong incentives to utilize fully those assets outside of its incumbent LEC region). 
91 See Verizon BDS White Paper at Exh. 1. (VPS Ethernet/IP Center of Excellence Update) ([BEGIN HIGHLY 
CONF. INFO.]  [END 
HIGHLY CONF. INFO.]); VZXO-36-00000001, [BEGIN HIGHLY CONF. INFO.]  
 
 
 
 [END HIGHLY CONF. INFO.]).  Verizon documentary evidence confirms that this aggressive 
pricing strategy with respect to its Ethernet products has not only been implemented, but that certain opponents of 
the Transaction [BEGIN HIGHLY CONF. INFO.]  
 [END HIGHLY 
CONF. INFO.].  See also XO/Verizon Oct. 14, 2016 Ex Parte Letter at 5. 
 Federal Communications Commission DA 16-1281  
 
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and the current state of the industry, we find that Verizon’s acquisition of XO’s fiber facilities outside of 
Verizon’s incumbent LEC territory is unlikely to result in any public interest harm.  Rather, as discussed 
below, we conclude that the Transaction likely will result in a stronger combined competitive provider to 
incumbent LECs, large cable companies, and other nationwide competitive providers in the wholesale and 
enterprise BDS market.  
3. Loss of XO as a Provider of Ethernet over Copper  
29. As set forth below, we find no transaction-specific harm from the loss of XO as an 
independent provider of EoC in the geographic areas where XO currently operates.  EoC is a packet-
based Ethernet service delivered using copper.  EoC providers obtain bare unbundled network element 
(UNE) copper loops, bundle them together and add off-the-shelf electronics to offer lower-speed Ethernet 
services, with capacities ranging typically from 1-20 Mbps.92  We analyze the potential harm from the 
loss of XO as an independent provider of EoC service separately from our analysis of XO’s owned fiber 
services because (1) XO’s EoC service is provided over UNEs obtained from incumbent LECs and 
therefore is not the same as the facilities-based services we consider for our BDS analysis,93 and (2) 
commenters’ claims that XO plays a “unique” role in the wholesale services marketplace with respect to 
its EoC service warrant particular scrutiny.94  In addition, as noted above, the service level agreements 
(SLAs) that XO offers for its EOC services may not meet the same guaranteed service and performance 
levels found by the Commission to be typical to BDS.95 
30.   Contrary to commenters’ claims, we find that XO has no unique ability or special 
expertise in the provision of EoC service that other competitors are unable to replicate.  The record 
confirms that the copper UNEs and other inputs, including collocation and off-the shelf electronics, used 
by XO to provide EoC service are readily available to other providers today and would continue to be 
available to other competitors in the future.96  Verizon also provides information reflecting that in all but 
                                                     
92 BDS Tariff Order and FNPRM, 31 FCC Rcd at 4728, para. 50 & n.116; see also Letter from Thomas Cohen, 
Counsel to XO Communications, LLC, to Marlene Dortch, Secretary, FCC, WC Docket No. 16-70, at 4 (filed July 
28, 2016) (XO July 28, 2016 Ex Parte Letter) (describing EoC service).  EoDS1 is similarly provided using copper 
UNE or special access DS1s.  Id.   
93 See supra Sections V.A.1. & V.A.2.; see also note 66.  
94 See e.g. Windstream Comments at 7 (“XO, in particular, has been uniquely successful in developing and operating 
EoC service as a more cost-effective alternative to Verizon’s BDS services up to 100 Mbps”); Letter from Thomas 
Jones, Counsel for EarthLink, Inc., to Marlene Dortch, Secretary, FCC, WC Docket No. 16-70 (filed Sep. 12, 2016) 
(EarthLink Sep. 12, 2016 Ex Parte Letter); Letter from Angie Kronenberg, Chief Advocate and General Counsel, 
INCOMPAS, to Marlene Dortch, Secretary, FCC, WC Docket No. 16-70, at 3 (filed July 6, 2016); INCOMPAS 
Petition at 20-22; Transbeam Comments at 2. 
95 See BDS Tariff Order and FNPRM, 31 FCC Rcd 4728, at para.13; see also infra note 45.  For example, because 
EOC is largely provided over UNEs obtained from incumbent LECs, XO cannot guarantee any repair or 
maintenance timeframe for EOC customers when outages occur. Similarly, throughput and network availability 
performance levels are not offered at the typical “five nines,” (i.e., 99.999 percent levels of other BDS) and latency 
guarantees differ.  See XO-FCC00000448, “XO Ethernet Services”, XO, at 12. 
96 See BDS Tariff Order and FNPRM, 31 FCC Rcd at 4747-48, para. 56 (describing how UNEs, available to all 
competitive carriers on non-discriminatory terms at rates fixed by state commissions following federal guidelines, 
are able to be used by competitive providers for BDS); 47 CFR § 51.501 et seq.  See also Verizon BDS White Paper 
at 22-23.  Similarly, pursuant to Commission rules, collocation is a tariffed incumbent LEC offering available on 
non-discriminatory terms and conditions. 47 CFR §§ 51.321, 51.323 (setting forth collocation rules); see also, e.g., 
Verizon FCC Tariff 1, § 19 (interstate collocation tariff).  Indeed, the record contains evidence of multiple other 
competitive EoC providers (some of which are larger EoC providers than XO, e.g., Global Capacity/MegaPath), 
including at least two of the commenters in this proceeding, each of which, according to Verizon, has more 
collocations in Verizon COs than XO [BEGIN HIGHLY CONF. INFO.]  
 [END HIGHLY CONF. INFO.]  See Verizon BDS White Paper at 
22-27.  
 Federal Communications Commission DA 16-1281  
 
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one of the 297 central offices (COs) where XO collocates, at least one, and more often several, other 
competitors also are collocated.  More importantly, however, Verizon states that in all of the 135 Verizon 
COs from which XO provides EoC service, there is at least one other collocated competitor.97   
31. Relatedly, we conclude that even in the unlikely event of Verizon entirely transitioning 
away from providing any EoC service post-transaction,98 if sufficient demand for EoC service remains, 
other competitors already provide this service or could readily offer it to satisfy such EoC demand.99  Few 
barriers to entry appear to exist for providers seeking to offer EoC service for the multiple competitive 
providers that already are collocated in the same incumbent LEC central offices where XO is 
collocated.100 Verizon has submitted an EoC profitability analysis demonstrating the relatively short 
payback period for a competitive LEC already collocated in a CO but that does not currently offer EoC 
from that CO.  XO similarly provides EoC cost and profitability estimates.101  No commenter submitted 
any evidence refuting these analyses.   
32. We further find that independent of the Transaction, XO had begun implementing a 
product strategy shift away from reliance on leased incumbent LEC facilities of any type, but especially 
copper-based facilities, in favor of its own on-net fiber-based services.102  Commenters’ suggestions that 
                                                     
97 Verizon BDS White Paper at 24-26; XO/Verizon Oct. 14, 2016 Ex Parte Letter at 2.  We note that Earthlink 
claims that XO has 85 unique EoC COs from which it provides service.  See EarthLink Sep. 12, 2016 Ex Parte 
Letter, Attach at 4.  While the record does not contain competitive collocation information for the number of 
competitors collocated in COs outside Verizon’s incumbent LEC territory, we can surmise from the evidence we do 
have that none of these 85 “unique” COs are in Verizon’s incumbent LEC region.  Finally, Applicants provide 
information indicating that Earthlink buys EoC service from XO out of only [BEGIN HIGHLY CONF. INFO.]  
 
 [END HIGHLY CONF. INFO.].  XO/Verizon Oct. 14, 2016 Ex Parte Letter at 3. 
98 XO/Verizon Oct. 14, 2016 Ex Parte Letter at 2-3 (reiterating that Verizon has no plans to discontinue XO’s EoC 
services following the Transaction, and that it “sees the value of this service offering in specific markets for 
appropriate business applications”); see also Verizon BDS White Paper at 21.  Applicants have repeatedly stated 
Verizon’s intention to continue to seamlessly serve all of XO’s existing customers after the Transaction closes and 
to honor XO’s existing contractual arrangements.  See Public Interest Statement at 12; Joint Opposition at 10; 
Verizon July 7, 2016 Response to Information Request at 43.  For XO’s EoC services in particular, however, 
Verizon not only has said that it “has no plans to discontinue XO’s EoC services following the transaction, either 
outside or within Verizon’s incumbent LEC footprint,” but that its acquisition of XO “will not accelerate . . . the 
demise of EoC service” but “[r]ather, approval of the transaction may prolong the availability of XO’s EoC service.”  
Verizon BDS White Paper at 2-3, 30.  Finally, commenters’ concerns regarding potential Verizon plans to 
discontinue XO’s EoC services are premature.  Should Verizon seek to discontinue or reduce offering EoC in any 
geographic area, the Commission’s section 214 discontinuance rules require that approval for such discontinuance 
must first be filed with the Commission, providing opponents an opportunity to oppose the discontinuance if they 
have concerns at that time.  47 U.S.C. § 214; 47 CFR § 63.71.  
99 See supra note 96. 
100 See XO/Verizon Oct. 14, 2016 Ex Parte Letter at 2; Joint Opposition at 10; Verizon BDS White Paper at 17-18 
(identifying the various collocators and the number of Verizon COs in which they are collocated).   
101 Verizon BDS White Paper at 17-18 at Appx. A (showing payback period of [BEGIN HIGHLY CONF. INFO.] 
 [END HIGHLY CONF. INFO.]); XO July 28, 2016 Ex Parte Letter at 5.  
102 This strategy shift, as reflected in XO’s documentary evidence, began in early 2014, although XO has most 
recently stated “XO for the past several years has been reducing its investment in this [EoC] technology” (emphasis 
added).  See XO Sep. 14, 2016 Ex Parte Letter at 4.  XO goes on to state that “type II service (using unbundled 
loops from the incumbent or lit services from the incumbent or a competitor) is at best a marginally profitable 
service.” Id.  The record reflects this strategy shift in practice as XO’s number of served buildings has dropped 
dramatically in the past two years from a high of [BEGIN HIGHLY CONF. INFO.]  [END HIGHLY 
CONF. INFO.] buildings in mid-2014, of which approximately [BEGIN HIGHLY CONF. INFO.]  [END 
HIGHLY CONF. INFO.] were on-net and with close to [BEGIN HIGHLY CONF. INFO.]  [END 
HIGHLY CONF. INFO.] served through leased facilities, to a total today of approximately [BEGIN HIGHLY 
(continued….) 
 Federal Communications Commission DA 16-1281  
 
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XO serves hundreds of thousands of buildings nationwide with its EoC product is belied by XO’s 
indication that it provides EoC services to only approximately [BEGIN HIGHLY CONF. INFO.]  
[END HIGHLY CONF. INFO.] commercial customers.103  Furthermore, XO’s EoC sales have declined 
substantially over the last 18 months to less than half the number of installations per month compared to 
early 2015 levels,104 and XO has substantially reduced its investment in EoC service from a high of 
[BEGIN HIGHLY CONF. INFO.]  [END HIGHLY 
CONF. INFO.].105   
33. Applicants also have demonstrated that EoC technology cannot sustain or technically 
support the increasing bandwidth and capacity demands of many BDS and business customers106 and that 
(Continued from previous page)                                                            
CONF. INFO.]  [END HIGHLY CONF. INFO.] buildings that it serves with leased facilities or services. 
Id.  XO indicates that it currently serves approximately [BEGIN HIGHLY CONF. INFO.]  [END 
HIGHLY CONF. INFO.] buildings either on-net or using UNEs provided by incumbent LECS, and an additional 
[BEGIN HIGHLY CONF. INFO.]  [END HIGHLY CONF. INFO.] buildings using leased facilities, and 
that it serves [BEGIN HIGHLY CONF. INFO.]  [END HIGHLY CONF. INFO.] on-net 
buildings.  XO’s owned on-net buildings currently make up approximately [BEGIN HIGHLY CONF. INFO.]  
[END HIGHLY CONF. INFO.] percent of XO’s total served buildings, up from approximately [BEGIN 
HIGHLY CONF. INFO.]  [END HIGHLY CONF. INFO.] in mid-2014.  These numbers corroborate 
XO’s move to reduce its reliance on leased facilities in favor of owned on-net facilities.  See VZXO-33-00000001, 
“XO Communications Overview,” Stephens, at 1; XO-FCC00000010, “XO Communications Overview Document,” 
XO, at 34 (Nov. 2015).  See also XO-FCC00016895, “XO Communications Long Range Plan 2016-2018,” XO, at 
19, [BEGIN HIGHLY CONF. INFO.]   
 [END HIGHLY CONF. INFO.] XO-FCC00000051, “XO 
Communications Project Vector Overview Document,” XO, at 12 (Jan. 12, 2016).  In addition, documentary 
evidence indicates that the low prices commenters claim XO offers [BEGIN HIGHLY CONF. INFO.]  
 
 
 [END HIGHLY CONF. INFO.]  See XO-FCC00000010, [BEGIN HIGHLY 
CONF. INFO.] 
 
 
 [END HIGHLY CONF. INFO.] id. at 3 [BEGIN HIGHLY CONF. INFO.]  
 
 
 [END HIGHLY CONF. INFO.] 
103 See Windstream Comments at 8 (claiming that as of early 2015, XO provided EoC service to approximately 
953,000 buildings). While the COs within which XO has collocated and equipped with EoC capability can reach 
more than 950,000 buildings, XO actually served less than [BEGIN HIGHLY CONF. INFO.]  [END 
HIGHLY CONF. INFO.] of those buildings with EoC as of April 2016.  XO July 28, 2016 Ex Parte Letter at 5.  
Indeed, XO’s revenue from EOC service accounts for approximately only [BEGIN HIGHLY CONF. INFO.]  
 [END HIGHLY CONF. INFO.] of its total BDS revenue.  See XO/Verizon Oct. 14, 2016 Ex Parte Letter 
at 3; Verizon BDS White Paper at 20.  
104 Verizon BDS White Paper at 20; see also, XO July 28, 2016 Ex Parte Letter at 5; XO-FCC00001661, “XO EoC 
Trending Information Installed Unit Count January 2015 to June 2016,” XO, at 1 (showing continued declines in 
wholesale and commercial EoC installations). 
105 Verizon BDS White Paper at 20. 
106  See XO/Verizon Oct. 14, 2016 Ex Parte Letter at 3-4; Verizon July 7, 2016 Response to Information Request at 
19, 20.  See also Verizon BDS White Paper at 14-15 (speeds higher than 20 Mbps are difficult to achieve with EoC, 
due to the length of the copper wire and other factors, and that over the prior 18 months, all of XO’s EoC sales have 
been at [BEGIN HIGHLY CONF. INFO.]  [END HIGHLY CONF. INFO.] Mbps or below, and [BEGIN 
HIGHLY CONF. INFO.]  [END HIGHLY CONF. INFO.] have been at [BEGIN HIGHLY CONF. 
INFO.]  [END HIGHLY CONF. INFO.] Mbps or below); XO July 28, 2016 Ex Parte Letter at 5 (noting that its 
“customers are demanding 100+ Mbps Ethernet service, and there is every indication they will demand even higher 
(continued….) 
 Federal Communications Commission DA 16-1281  
 
 19 
it is fading in importance due to the continued deployment of fiber-based BDS technologies.107  XO states 
that “the supply of incumbent copper loops is dwindling due to deterioration and the incumbents’ 
deployment of fiber” and that as a result, EoC has “diminishing importance.”108  XO refers to EoC as a 
BEGIN HIGHLY CONF. INFO.]  [END HIGHLY CONF. INFO.] solution.109  
Further, for some EoC customers who may not require the same performance guarantees or higher 
bandwidths available over fiber, the record suggests that the availability of “best efforts” and cable-
provided Ethernet over hybrid fiber-coaxial cable (HFC) may be suitable substitutes for EoC.110  Based on 
the record, we conclude that demand is shifting away from EoC, as evidenced by each Applicant’s 
independent business decision, separate from the Transaction, to move away from copper and transition to 
fiber-based services.  For these reasons, we find that the Transaction poses no material harm to 
competition with respect to the availability of EoC service.111 
(Continued from previous page)                                                            
speed service in the near future . . . [i]n any event, EoC cannot meet future customer demands for higher speeds . . . 
[o]nly fiber can meet those needs . . . EoC deployments have become more of a “fill-in” product for XO”).  Internal 
Verizon documents suggest that other EoC providers share this view.  See VZXO-17-00001300, [BEGIN HIGHLY 
CONF. INFO.]  
 
 
 [END HIGHLY CONF. INFO.]). 
107 Verizon July 7, 2016 Response to Information Request at 19, 20; Verizon BDS White Paper at 15; see also BDS 
Tariff Order and FNPRM, 31 FCC Rcd at 4747-48, para. 49 and n.113 (recognizing the physical limitations of EoC 
and noting that BDS via copper, as the last-mile connection, is limited, absent the deployment of additional lines to a 
location, because the bandwidth of copper wire is much more limited than fiber, especially as distance increases).  
See VZXO-13-00001824, at 3, 5, 6 ([BEGIN HIGHLY CONF. INFO.]  
 [END HIGHLY CONF. INFO.]).  Id. at 4.  See Verizon BDS White 
Paper at 13 (noting that XO’s Director of Product Analytics acknowledged pre-merger that XO is “regularly 
competing” against cable companies for small-and mid-sized business accounts and has been “los[ing]” customers 
to those cable companies.  XO Comments, WC Docket No. 05-25, RM-10593, at Anderson Decl. para 33, (filed Jan. 
27, 2016) https://ecfsapi.fcc.gov/file/60001420028.podf.). See also XO/Verizon Oct. 14, 2016 Ex Parte Letter at 5. 
108 See XO Sep. 14, 2016 Ex Parte Letter at 3; XO July 28, 2016 Ex Parte Letter at 5. 
109 The record indicates that [BEGIN HIGHLY CONF. INFO.]  
 
 
 
 
 
 
 
 [END HIGHLY 
CONF. INFO.]  The record also reflects that Verizon’s pre-merger copper retirement plans would eventually 
eliminate EoC services in all but a few of the central Verizon offices from which XO provides those services, and 
that the transition of those COs to fiber will occur regardless of the Transaction.  Verizon BDS White Paper at 13. 
110 See Verizon BDS White Paper at 13 (noting that XO acknowledged pre-merger that XO is ‘regularly competing’ 
against cable companies for small-and mid-sized business accounts and has been ‘los[ing]’ customers to those cable 
companies, citing XO Comments, Anderson Decl. para 33, WC 05-25 (filed January 27, 2016)). See also 
XO/Verizon Oct.14, 2016 Ex Parte Letter at 5. 
111 Because we do not find a transaction-specific harm associated with the loss of XO as an independent provider of 
EoC service, we decline to adopt the conditions proposed by commenters regarding the rates and terms under which 
Verizon would continue to offer this service.  See Windstream Comments at 4, 15; Letter from Sheba Chacko, Head, 
Americas Regulation and Global Telecoms Policy, BT, to Marlene H. Dortch, Secretary, FCC, WC Docket No. 16-
70 (filed Nov. 2, 2016); INCOMPAS Nov. 11, 2016 Ex Parte Letter at 3. 
 Federal Communications Commission DA 16-1281  
 
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4. Other Issues   
34. Numbering Services for Wireless Providers.  One commenter representing small and 
medium regional wireless service providers has raised the concern that the Transaction will adversely 
impact the ability of these wireless carriers to obtain numbering resources which are necessary for smaller 
wireless carriers to compete with national providers and to port potential customers’ numbers.112  CCA 
asserts that Verizon and XO do not provide any assurance that XO’s agreements to provide numbering 
resources will continue to be honored if Verizon assumes them.113  We find CCA’s concerns to be 
unfounded.114  Applicants have specifically responded to CCA’s concerns and indicated that, post-
Transaction, Verizon will continue to comply with XO’s contractual obligations, including pricing, with 
respect to numbering agreements.115  But even if Verizon were to terminate those agreements, the loss of 
XO as a provider of numbering resources will not affect the wide array of other numbering suppliers, 
including incumbent LECs, nationwide wireless carriers, competitive LECs, and VoIP providers.116  
35. Multihoming.  Another commenter claims potential harm to enterprise customers from 
losing XO as an independent network for “multihoming” (i.e., the practice of connecting a host or a 
computer network to more than one network to increase reliability or performance, or reduce cost) as a 
result of the Transaction.117  We disagree that the loss of XO as an independent provider will adversely 
affect multihoming.  First, as noted above, most of XO’s services use leased facilities from another 
provider,118 and therefore customers purchasing a multihoming capability may not actually be obtaining 
this capability over a separate and different underlying provider’s network.  Thus, in some instances, the 
combination of Verizon and XO may not lead to the loss of different physical network.119  But more 
importantly, as discussed above, because there are numerous other fiber providers either directly in the 
Verizon and XO fiber overlap buildings or nearby, any loss of XO-provided multihoming services can 
readily be replaced by another fiber provider.120 
36. Cell Site Backhaul.  Commenters also raise competitive harm concerns that the 
Transaction will adversely affect competition in the provision of wireline cell site backhaul service 
because Verizon will cease to make XO’s fiber network facilities available to other wireless providers for 
                                                     
112 CCA Comments at 2-4.  CCA states that the U.S. telephone numbering system provides for local, but not 
nationwide, number portability, and that rural and regional competitive carriers must rely on agreements with large 
competitive LECs, other wireless providers, or VoIP providers to gain access to numbering resources. 
113 CCA Comments at 2-4. 
114 Because we find no public interest harm regarding the availability of numbering resources, we decline to adopt 
the condition suggested by CCA.  See CCA Comments at 4. 
115 Verizon July 7, 2016 Response to Information Request at 25-26. 
116 Indeed, the Commission has made numbering resources available more widely to a new class of providers who 
are able to obtain numbering resources on a nationwide basis and make them available.  See Numbering Policies for 
Modern Communications et al., Report and Order, 30 FCC Rcd 6839 (2015) (making numbering resources available 
to VoIP providers). 
117 Public Knowledge Petition at 5.   
118 See infra note 48. 
119 For example, in Verizon’s incumbent LEC territory, Verizon has already determined in the context of evaluating 
XO’s projected revenue streams and making necessary revenue adjustments to better reflect expected revenue from 
XO’s existing customer base [BEGIN HIGHLY CONF. INFO.]  
 
 [END HIGHLY CONF. INFO.].  See infra note 177 (discussing revenue adjustments in 
calculating synergies). 
120 Accordingly, we decline to adopt the multihoming conditions suggested by Public Knowledge.  See Public 
Knowledge Petition at 14. 
 Federal Communications Commission DA 16-1281  
 
 21 
cell backhaul post-Transaction.121  We find that the Transaction likely will have no impact on the 
provision of wireline cell site backhaul service or the continued availability of XO’s facilities for this 
service to competitive wireless providers (other than Verizon).  XO provides limited, if any, wireline 
backhaul service to cell sites today, and the record indicates that pre-Transaction, XO had no definitive 
plans to enter the cell backhaul market using its fiber network facilities in the future.122  We recognize the 
possibility that XO might have changed its plans, notwithstanding the evidence in the record, and begun 
offering cell back haul service or dark fiber for cell back haul purposes at some point in the future in the 
absence of the Transaction.  But that does not change the fact that Verizon’s near-term acquisition of XO 
would enable these valuable and currently underutilized fiber facilities to be immediately put to use for 
the benefit of meeting mobile wireless consumers’ demands – fiber that might otherwise potentially 
remain unused for years.123  Finally, we find little risk that Verizon might acquire XO’s fiber (dark or lit) 
and simply warehouse it without deploying it for cell backhaul or other uses.  As we discuss above, when 
service providers invest in network facilities, they have an incentive to put those facilities to use to 
provide service and collect revenue. 124   
37. XO as a “Maverick.”  Commenters claim XO is a “maverick” among competitive LECs 
and a “disruptive force” in the industry, and that by eliminating XO as a provider of wireline business 
services, the proposed Transaction would diminish the chances that other competitive LECs that depend 
on these XO business services would benefit from lower prices and increased innovation in the purchase 
of relevant inputs.125  Commission precedent recognizes the important role of a “maverick” competitor 
and the disruptive force it can have on price coordination among competitors to the benefit of customers, 
                                                     
121 For example, CCA states that while wireless providers like Verizon Wireless can rely upon their affiliated 
incumbent LEC to provision their cell site backhaul needs, independent competitive LECs have to rely on the 
incumbent LEC in their region for backhaul service.  CCA Comments at 6.  DISH states that the Transaction will 
contribute to lessened competition in the cell backhaul national market as companies “wishing to build a national 
backhaul network will have one less path for doing so” because Verizon’s control over XO’s dark fiber assets will 
create a bottleneck, and that by merging with XO, Verizon will eliminate its competitor in the backhaul market. 
DISH Petition at 3, 10.  See also Public Knowledge Petition at 4.   
122 See XO Sep. 14, 2016 Ex Parte Letter at 3 n.5; see also Joint Opposition at 23 (“[w]hile XO provides a variety of 
private data and network services to other carriers, those services do not currently include backhaul from cell sites 
for wireless carriers”).  Finally, WCB’s own analysis of XO’s response to the Commission’s Mandatory 2013 
Special Access Data Collection reflects the absence of any XO-connected locations identified as cell sites in 
response to Question II.A.4.(d).  See Special Access for Price Cap Local Exchange Carriers; AT&T Corp. Petition 
for Rulemaking to Reform Regulation of Incumbent Local Exchange Carrier Rates for Interstate Special Access 
Services, WC Docket No. 05-25, RM-105932, Order and Further Notice of Proposed Rulemaking, 27 FCC Rcd 
16318, 16360, Appx. A (2012).  Similarly, XO’s internal business planning documents reflect [BEGIN HIGHLY 
CONF. INFO]  
 
 
 [END HIGHLY CONF. INFO.].  See XO-
FCC00016895, “XO Communications Long Range Plan 2016-2018,” XO, at 27, 34.  
123 See infra Section VI.B.1. (discussing the benefits of Verizon’s acquisition of XO’s fiber for wireless service). 
124 See supra para. 28.  Thus, to the extent Verizon does not need all of XO’s metro fiber capacity to serve its own 
enterprise customers or for its wireless self-provisioning needs, it will have an incentive to monetize that capacity, 
particularly the 85% of XO’s metro fiber assets that are located outside of Verizon’s incumbent LEC region.  
125 See Public Knowledge Reply at 4 (“[e]liminating an independent, maverick competitor like XO will have even 
more acute negative impact on innovation, competition, and pricing for BDS”); INCOMPAS Petition at 20 
(“[A]pproval of the proposed transaction would extinguish XO’s prominent role as a maverick among competitive 
LECs, willing to undertake risks and explore different business models in order to compete vigorously.  A maverick 
firm can be an important disruptive force that inhibits tacit collusion in an industry as a whole, and, in this way, 
mavericks can be particularly beneficial to competition in markets with few participants.”); see also INCOMPAS 
Nov. 11, 2016 Ex Parte Letter at 1. 
 Federal Communications Commission DA 16-1281  
 
 22 
as well as the role a maverick can play in the introduction of innovative services and price offers.126  
While offering EoC can be seen as maverick behavior, other providers also offer EoC127 and commenters 
have not pointed to other maverick-like activities of XO.  Further, the record demonstrates that XO’s EoC 
service was being phased out by customers and competitors alike.128  Finally, based on the record, we 
credit Applicants’ claim that they seldom competed directly against each other,129 thereby greatly 
lessening any incentive Verizon would have to acquire XO in order to eliminate a maverick.130  For these 
reasons, we do not find sufficient evidence in the record to conclude that XO is a maverick such that we 
should be especially concerned about the loss of competition that would result from its acquisition.  
38.  Fiber Buildout in Rural Areas.  Catron County (NM) Astronomical Association (CCAA) 
argues that the Commission should condition its grant of the Applications by requiring that the Applicants 
build fiber facilities in rural areas, especially in Arizona and New Mexico.131  CCAA requests buildout in 
rural areas outside of Verizon’s incumbent LEC territory where the Applicants operate as competitive 
LECs and their fiber facilities do not overlap.  We find that CCAA’s proposed condition is not transaction 
specific.  The Commission has a regulatory framework in place to encourage and fund deployment of 
broadband service to high-cost areas of the country where there otherwise is not a private sector business 
case to serve particular rural areas.132   
B. Loss of XO as an Independent Route into Verizon’s Network and as a Competitive 
Provider of Transit Service  
39. For the reasons stated below, we find that the loss of XO as an independent route into 
Verizon’s network is unlikely to affect Verizon’s incentive or ability to impose paid-peering 
arrangements on interconnecting networks, edge providers, or content delivery networks (CDNs) for 
access to Verizon’s network.133  Similarly, we find that the Transaction is unlikely to have a negative 
                                                     
126 See, e.g., Applications of AT&T Inc. and Deutsche Telekom AG For Consent to Assign or Transfer Control of 
Licenses and Authorizations, WT Docket No. 11-65, Order, DA11-1955, at Attach. Staff Analysis and Findings, at 
paras. 21-24, 75 (WTB 2011) (finding T-Mobile to be a “disruptive force in this market to the benefit of buyers . . . 
likely constrain[ing] [price] coordination,” such that its absence would result in an “adverse” effect on competition) 
(citing DOJ/FTC Horizontal Merger Guidelines at § 2.1.5 (2010)). 
127 See supra at para. 31.  
128 See generally supra Section V.A.3; XO-FCC00000051, [BEGIN HIGHLY CON. INFO.]  
 
 
 [END HIGHLY CONF. INFO.].  See infra note 102.  We find no basis to 
impose the conditions requested by INCOMPAS.  See INCOMPAS Nov. 11, 2016 Ex Parte Letter at App. 
129 See supra at para. 19. 
130 The record also contains a telling XO internal competitive landscape analysis for a six-month period in 2015, 
prior to the commencement of Transaction discussions with Verizon, showing XO customer gain and loss metrics 
against its 15 major competitors of BDS and other business services, including each of XO’s top five incumbent 
LEC, competitive LEC, and cable MSO competitors.  Based on this analysis, [BEGIN HIGHLY CONF. INFO.] 
 
 [END HIGHLY 
CONF. INFO.].  See XO-FCC00016895, “XO Communications Long Range Plan 2016-2018,” XO, at 52. 
131 CCAA Comments at paras. 16-19. 
132 See generally Connect America Fund, WC Docket No. 10-90, Report and Order and Further Notice of Proposed 
Rulemaking, 31 FCC Rcd 5949 (WCB 2016); Connect America Fund, WC Docket No. 10-90, Report and Order, 28 
FCC Rcd 15060 (WCB 2013). 
133 To function properly, the Internet depends on the interconnection of many separate networks, including those 
operated by ISPs, backbone networks, edge providers, and CDNs.  Privately negotiated interconnection agreements 
between network providers typically govern how Internet traffic will be exchanged between networks and under 
(continued….) 
 Federal Communications Commission DA 16-1281  
 
 23 
impact on competition in the market for IP transit services.134  We evaluate the competitive effects of 
Verizon’s acquisition of XO with respect to each Applicant’s position in both the Internet backbone 
services market135 and the relevant national markets for access to Verizon’s broadband Internet access 
services (BIAS) subscribers via interconnection and transit services.136  The Commission has observed 
that “[t]he structure of interconnection agreements between edge providers, BIAS providers, CDNs, and 
backbone providers can have a significant impact on the ability of consumers and businesses to connect 
with each other.”137  We must therefore carefully consider whether the proposed Transaction will harm 
the public interest in a well-functioning market for Internet backbone services. 
40. Background.  Both Verizon and XO operate Tier 1 Internet backbone networks with a 
presence in major peering locations across the country.138  These extensive national networks, along with 
peering relationships with other backbone providers, allow each Applicant to access the full Internet and 
offer IP transit services on a nationwide basis.139  XO currently is ranked as the 13th largest global IP 
network,140 featuring a presence in ten major peering cities in the United States141 and offering “wholesale 
(Continued from previous page)                                                            
what financial terms.  In a peering arrangement, traffic is exchanged only between the two parties and their 
respective customers.  Peering arrangements can be accompanied by fees under a “paid peering” model, while 
“settlement-free” peering agreements allow for the exchange of traffic without payment.  See Charter-TWC Order, 
31 FCC Rcd at 6375-77, paras. 96-100; 2015 Open Internet Order, 30 FCC Rcd at 5692-93, para. 202. 
134 Transit service provides access to the entire Internet, typically for a fee.  Transit providers operate what are 
commonly referred to as Tier 1 networks—the extensive, international networks that form the backbone of the 
public Internet.  Through settlement-free peering relationships with other Tier 1 networks, these entities obtain 
connectivity to the entire Internet, which they sell as transit service to smaller ISPs, CDNs, edge providers, and other 
wholesale customers.  See, e.g., William Norton, The Evolution of the U.S. Internet Peering Ecosystem, DrPeering, 
http://drpeering.net/white-papers/Ecosystems/Evolution-of-the-U.S.-Peering-Ecosystem.html (last visited Aug. 18, 
2016).  Transit agreements may be based on standardized offers, but customers routinely negotiate individualized 
terms of service, typically based on price and capacity or utilization.  See, e.g., Verizon July 7, 2016 Response to 
Information Request at 9.  
135 As used herein, the term “Internet backbone services” refers to services that route traffic across the Internet 
between ISPs, other backbone service providers, edge providers, and CDNs, and includes IP transit, settlement-free 
peering, and paid-peering services.   
136 The Commission has found that both the transit market and the market for interconnection with a nationwide 
BIAS provider are national in scope.  See Charter-TWC Order, 31 FCC Rcd at 6379-80, para. 107 (“There is no 
indication that edge providers contract for direct or indirect interconnection with BIAS providers on a local market-
by-market basis. . . . [W]hether an edge provider is contracting for transit, CDN services, or direct interconnection 
with a BIAS provider, it provides access to its full footprint.”). 
137 See e.g., Charter-TWC Order, 31 FCC Rcd at 6375, para. 97; 2015 Open Internet Order, 30 FCC Rcd at 5689-
92, paras. 196-201. 
138 See XO Communications, Settlement-Free Peering Policy (last visited Aug. 25, 2016), www.xo.com/peering.pdf; 
PeeringDB, Verizon Digital Media Services (EdgeCast Networks), https://www.peeringdb.com/asn/15133. 
139 See, e.g., Verizon July 7, 2016 Response to Information Request at 9 (stating that “Verizon can provide Internet 
Backbone Services to any customer located within the United States, so long as they self-provision or purchase 
(through Verizon or another carrier) connectivity to a Verizon POP.”).  The availability of transit services is critical 
to edge providers and CDNs, who generally depend on transit to reach customers nationally in order to maximize 
their revenues. See Charter-TWC Order, 31 FCC Rcd at 6378, para. 106.  Similarly, smaller ISPs, particularly those 
without extensive backbone infrastructure, also depend on transit services to provide full Internet access to their 
customers. See id. at 6376, para. 99. 
140 See Dyn, A Baker’s Dozen, at 2, 4 (2015) (2015 Dyn Report), http://hub.dyn.com/h/i/239051215-a-baker-s-
dozen-2015-edition.  According to the Center for Applied Internet Data Analysis (CAIDA), another independent 
research organization, XO operates the 9th largest global network.  CAIDA, AS Ranking (last visited Aug. 19, 2016), 
http://as-rank.caida.org/?mode0=as-ranking&data-selected=39.  Regardless of the difference in rankings from these 
(continued….) 
 Federal Communications Commission DA 16-1281  
 
 24 
IP transit” to enterprise customers nationwide.142  XO does not offer or provide BIAS, instead focusing on 
providing service to enterprise and wholesale customers.143  Verizon is ranked as the seventh largest 
global IP network144 and also has a presence in major peering cities across the United States.145  Verizon 
offers a range of Internet backbone services, including transit, settlement-free, and paid-peering services, 
and bilateral interconnection arrangements, which combine aspects of the settlement-free and paid-
peering models.146  Verizon also provides retail BIAS to approximately 9.2 million subscribers.147  
Verizon states that it is “too soon to say with specificity how XO’s Internet backbone services business 
will be merged into Verizon’s service offering,” but it indicates that it “will comply with the terms of 
existing XO contracts.”148 
1. Loss of an Independent Route into Verizon’s Network 
41. We find that the proposed Transaction is unlikely to have a material effect on Verizon’s 
incentive or ability to impose paid-peering arrangements on interconnecting networks.  Commenters 
argue that Verizon’s acquisition of XO will eliminate an independent transit provider that edge companies 
and others can use to access Verizon’s customers without dealing with Verizon directly, and thus “further 
enhance Verizon’s incentive and ability to implement harmful interconnection practices.”149  In general, 
the presence of large transit providers may prevent or mitigate the ability of large “eyeball” BIAS 
networks to charge for paid-peering or impose other interconnection practices.  The significance of XO as 
an independent route into Verizon’s network, however, appears to be relatively minor, and rapidly 
(Continued from previous page)                                                            
organizations, it is undisputed in the record that XO is not among the very largest transit providers in the U.S.  See 
also infra notes 157, 161. 
141 XO Communications, Settlement-Free Peering Policy (last visited Aug. 25, 2016), www.xo.com/peering.pdf. 
142 XO Communications, Wholesale Business, http://www.xo.com/solutions/business/wholesale/.  XO further 
indicates that [BEGIN CONF. INFO.]  
 [END CONF. INFO.]  See XO July 7, 2016 Response 
to Information Request at 7. 
143 Public Interest Statement at 3.   
144 2015 Dyn Report at 2.  CAIDA currently ranks Verizon as the 12th largest network.  CAIDA, AS Ranking, 
http://as-rank.caida.org/?mode0=as-ranking&data-selected=39. 
145 PeeringDB, Verizon Digital Media Services (EdgeCast Networks), https://www.peeringdb.com/asn/15133. 
146 Verizon July 7, 2016 Response to Information Request at 7.  Edge providers who wish to reach Verizon’s BIAS 
subscribers must interconnect with Verizon’s network—either directly via Verizon’s paid peering programs or 
indirectly by contracting with CDNs or transit service providers who have negotiated peering arrangements with 
Verizon.  Although Verizon has historically utilized “various types of settlement-free peering agreements,” it 
currently “primarily relies on bilateral interconnection agreements” and paid-peering arrangements under its 
“Partner Port” and “Cache Port” programs.  See Verizon July 7, 2016 Response to Information Request at 7; see also 
VZXO-21-00000926, “Verizon Partner Solutions Dedicated Internet Product Plan – 2016,” Verizon, at 4; VZXO-
10-00000207, “Verizon Interconnect Strategy Solutions for Peering and Content Delivery,” Verizon; VZXO-10-
00000345, “Verizon Interconnection Overview & Strategy Carrier and Content Delivery,” Rudy Gohringer, 
Verizon, at 14-17.   
147 Press Release, Leichtman Research, 3.1 Million Added Broadband from Top Providers In 2015 (Mar. 11, 2016), 
http://www.leichtmanresearch.com/press/031116release.html.  According to Verizon’s Fact Sheet, 
http://www.verizon.com/about/sites/default/files/Verizon_Fact_Sheet.pdf, Verizon’s wireless division also provides 
voice and data services to approximately 113 million retail wireless subscribers nationwide. 
148 Verizon July 7, 2016 Response to Information Request at 11-12. 
149 DISH Petition at 20-22; see also, OTI Comments at 4; Public Knowledge Petition at 4; INCOMPAS Petition at 
19; DISH Reply at 17.  
 Federal Communications Commission DA 16-1281  
 
 25 
diminishing.  Based on our analysis of the Applicants’ data regarding interconnection capacity,150 XO 
currently accounts for only [BEGIN HIGHLY CONF. INFO.]  
 [END 
HIGHLY CONF. INFO.]     
42. Finally, unlike in prior transactions that combined applicants’ BIAS subscriber bases, XO 
lacks any retail broadband subscribers.  It is not an “eyeball” network.  Thus, this Transaction will not 
increase Verizon’s already substantial BIAS market share or give it a greater “gatekeeper” role as to 
BIAS.152  Insofar as Verizon’s ability to negotiate paid peering arrangements stems from its already large 
subscriber base, the proposed Transaction is unlikely to alter this dynamic.  Although we disagree with 
the Applicants’ assertion that there are no relevant differences between independent transit providers and 
those that also have large BIAS operations,153 to the extent that competition from independent transit 
providers will offer a counterweight to the influence of large BIAS providers in the backbone services 
market, larger transit players are better equipped than XO to perform this function.  For the foregoing 
reasons, we find that the Transaction is not likely to increase Verizon’s incentive or ability to engage in 
potentially harmful interconnection practices.154   
                                                     
150 According to data submitted by Verizon, [BEGIN HIGHLY CONF. INFO.]  
 
 
 
 
 
  [END HIGHLY CONF. INFO.]  See Letter from Katharine 
R. Saunders, Associate General Counsel, Verizon, to Marlene H. Dortch, Secretary, Federal Communications 
Commission, WC Docket No. 16-70 (Aug. 9, 2016); XO-FCC00007085; XO-FCC00007086.  These calculations 
were conducted by identifying Verizon’s interconnection partners as primarily backbone service providers, CDNs, 
or other BIAS providers.  These calculations are most likely understated as no data was submitted for Google 
(capacity which would have been identified as CDN), and providers with diverse offerings of transit service and 
CDN service, such as Level 3, could not be broken apart.  Level 3 was identified as a backbone service provider. 
151 Among other transit providers, XO accounts for only approximately [BEGIN HIGHLY CONF. INFO.]  
 
 
 
 [END HIGHLY CONF. INFO.].  See supra note 150.  
152 For example, in Charter-Time Warner Cable, the Commission found that the combination of two large 
residential broadband service providers into the nation’s second largest BIAS provider would create a new entity 
that would be “well positioned to leverage its larger BIAS subscriber base and increased control of interconnection 
traffic to act as a gatekeeper between edge providers and their customers.” Charter-TWC Order, 31 FCC Rcd at 
6380, para. 108.  
153 See Joint Opposition at 20.  The Commission previously has explained that large BIAS providers have different 
incentives than smaller networks and those that rely primarily on buying or selling transit service.  See Charter-TWC 
Order, 31 FCC Rcd at 6376-77, paras. 99-100; Open Internet Order, 30 FCC Rcd at 5688, para. 198.  The 
Commission further has found that consumers may bear the costs when large BIAS providers seek to extract fees 
from smaller networks and edge providers in exchange for access to their subscribers. See, e.g., Charter-TWC 
Order, 31 FCC Rcd at 6380, paras. 108-09.   
154 Some parties similarly assert that the Transaction will threaten the open Internet.  See OTI Comments at 4.  
Although the Commission has recognized the potential for the interconnection practices of large BIAS providers to 
harm the open Internet, we limit our analysis to transaction-specific harms.  See Open Internet Order, 30 FCC Rcd 
at 5688, para. 198; Charter-TWC Order, 31 FCC Rcd at 6380, paras. 108-09. In addition, as we have explained, the 
Transaction is unlikely to have a material effect on Verizon’s incentive or ability to impose paid-peering 
arrangements on interconnecting networks.  See supra Section V.B.1.  For this reason, we likewise decline to 
impose any conditions related to the Applicants’ interconnection agreements.  See Letter from Phillip Berenbroick, 
(continued….) 
 Federal Communications Commission DA 16-1281  
 
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2. Loss of Competition in the Provision of Transit 
43. We find that the loss of XO is unlikely to decrease competition in the market for IP 
transit services generally.  Several parties argue that Verizon’s purchase of XO will harm horizontal 
competition in the transit market, a concern related to, but conceptually distinct from, the competitive 
effects of the proposed Transaction discussed above.155  Our review of both publicly available information 
and documentary evidence produced by the Applicants indicates that the loss of XO as a competitor in the 
transit market is unlikely to decrease competition or raise transit prices.   
44. Although the transit market has been marked by increasing consolidation in recent years, 
transit prices have been declining sharply since the late 1990s.156  Further, the relative position of XO in 
the transit services market makes it unlikely that Verizon’s purchase of XO will have any effect on transit 
prices generally.157  [BEGIN HIGHLY CONF. INFO.]  
  [END HIGHLY 
CONF. INFO.]  Critically however, XO is not the market leader on transit service pricing, [BEGIN 
HIGHLY CONF. INFO.]  [END 
HIGHLY CONF. INFO.] 160  Finally, the record reflects that a combination of forces affecting the 
Internet interconnection ecosystem as a whole, including competition by larger rivals, consolidation, and 
increasing direct interconnection arrangements between larger edge providers and BIAS providers, are 
[BEGIN HIGHLY CONF. INFO.]  [END HIGHLY CONF. 
INFO.] 161  As noted above, XO’s transit traffic onto Verizon’s network has declined sharply in recent 
(Continued from previous page)                                                            
Senior Policy Counsel, Public Knowledge, to Marlene H. Dortch, Secretary, Federal Communications Commission, 
WC Docket No. 16-70, at 2-3 (Oct. 19, 2016) (referencing conditions attached to the Commission’s approval of the 
AT&T-DirecTV and Charter-TWC mergers, which required the combined entities to file copies of their 
interconnection agreements with the Commission); see also Charter-TWC Order, 31 FCC Rcd at 6391, para. 135; 
AT&T-DIRECTV Order, 30 FCC Rcd at 9215, para. 219. 
155 See, e.g., OTI Comments at 5 (arguing that the Transaction will “reduce the options for transit across the Internet 
backbone”); Public Knowledge Petition at 4 (arguing that the Transaction will “reduce the number of providers in 
the Internet transit market, potentially raising transit costs for edge providers”).  While the previous section dealt 
with Verizon’s ability to raise the fees it charges for interconnection into its network, this section discusses the effect 
of the Transaction on transit prices in general.     
156 See William Norton, What Are the Historical Transit Pricing Trends?, DrPeering, 
http://drpeering.net/FAQ/What-are-the-historical-transit-pricing-trends.php (last visited Sept. 12, 2016).  Indeed, 
transit prices have fallen by more than 90 percent in the last five years alone, despite increasing consumer demand 
for bandwidth.  Id.  
157 While XO was recently ranked as the 13th largest global transit network by Dyn in its 2015 Dyn Report, despite 
being described as having an “extensive footprint in the highly developed US market,” XO is not among Dyn’s top 5 
transit providers in North America.  2015 Dyn Report at 4; Dyn, A Baker’s Dozen, 2015 Regional View, 
http://research.dyn.com/2016/04/a-bakers-dozen-2015-regional-view/ (last visited Sept. 13, 2016) (2015 Dyn North 
America Report). 
158 See, e.g., VZXO-21-00000932, “Verizon Partner Solutions IP Transit & Partner Port PCM Floor Summary,” 
Verizon, at 5-6 (Mar. 2016). 
159 See, e.g., VZXO-21-00000926, “Verizon Partner Solutions Dedicated Internet Product Plan – 2016,” Verizon, at 
4. 
160 [BEGIN HIGHLY CONF. INFO.]  
 
 
[END HIGHLY CONF. INFO.] See VZXO-21-00000932, “Verizon Partner Solutions IP Transit & Partner Port 
PCM Floor Summary,” Verizon, at 5-6 (Mar. 2016). 
161 See XO-FCC00015072, [BEGIN HIGHLY CONF. INFO.]  
 
(continued….) 
 Federal Communications Commission DA 16-1281  
 
 27 
years.162  Overall, we find that this Transaction is unlikely to harm competition in the transit market 
generally.   
VI. ANALYSIS OF POTENTIAL PUBLIC INTEREST BENEFITS 
45. We next consider whether the Transaction is likely to generate verifiable, transaction-
specific benefits that would otherwise be less likely to occur absent the Transaction.163  The Applicants 
claim that the proposed Transaction will result in four distinct benefits.164  Specifically, Applicants assert 
that the Transaction will: (1) create synergies in excess of $1.5 billion in operational and economic 
efficiencies; (2) benefit wireless consumers through enhanced capacity and reliability as Verizon deploys 
XO’s fiber assets in support of developing new 5G technologies and the further densification of its 
nationwide mobile broadband network; (3) benefit multi-location enterprise and wholesale customers 
through an expanded Verizon fiber-based IP and Ethernet network that enhances its ability to compete 
against national and regional high-capacity providers; and (4) benefit XO’s customers through gaining 
access to Verizon’s “more extensive” service offerings.165  Based on our evaluation of the record, we find 
that the Transaction is likely to produce some net public interest benefits, although not to the extent 
claimed by the Applicants. 
A. Analytical Framework 
46. In determining whether approval of a transaction is in the public interest, we evaluate 
whether the transaction is likely to produce public interest benefits.  We apply several criteria in deciding 
whether each public interest benefit claimed by the Applicants is cognizable.  First, each claimed benefit 
must be transaction specific.  That is, the claimed benefit must be likely to occur as a result of the 
transaction but unlikely to be realized by other practical means having less anticompetitive effect.166  
Second, each claimed benefit must be verifiable.  Because much of the information relating to the 
potential benefits of a transaction is in the sole possession of the Applicants, they have the burden of 
providing sufficient evidence to support each claimed benefit to enable us to verify its likelihood and 
magnitude.167  We will discount or dismiss speculative benefits that we cannot verify.168  As the 
Commission explained in the EchoStar-DIRECTV HDO, “benefits that are to occur only in the distant 
(Continued from previous page)                                                            
 [END HIGHLY CONF. INFO.]; 
2015 Dyn North America Report; XO-FCC00015072 at 4-9 [BEGIN HIGHLY CONF. INFO.]  
 [END HIGHLY CONF. 
INFO.]; XO-FCC00015072 at 18 [BEGIN HIGHLY CONF. INFO.]  
 
 [END 
HIGHLY CONF. INFO.]. 
162 See supra notes 150-51. 
163 See Charter-TWC Order, 31 FCC Rcd at 6479, para. 316; AT&T-DIRECTV Order, 30 FCC Rcd at 9237, para. 
273; AT&T-BellSouth Order, 22 FCC Rcd at 5760, para. 200.   
164 Public Interest Statement at 6-12.   
165 Id. 
166 Application of EchoStar Communications Corporation, General Motors Corporation, and Hughes Electronics 
Corporation (Transferors) and EchoStar Communications Corporation (Transferee), Hearing Designation Order, 17 
FCC Rcd 20559, 20630, para. 190 (2002) (EchoStar-DIRECTV HDO); see also Charter-TWC Order, 31 FCC Rcd 
at 6479, para. 316; AT&T-DIRECTV Order, 30 FCC Rcd at 9237, para. 273. 
167 See Charter-TWC Order, 31 FCC Rcd at 6479, para. 317; AT&T-DIRECTV Order, 30 FCC Rcd at 9237, para. 
274; EchoStar-DIRECTV HDO, 17 FCC Rcd at 20630, para. 190. 
168 See Charter-TWC Order, 31 FCC Rcd at 6479, para. 317; AT&T-DIRECTV Order, 30 FCC Rcd at 9237, para. 
274; EchoStar-DIRECTV HDO, 17 FCC Rcd at 20630, para. 190. 
 Federal Communications Commission DA 16-1281  
 
 28 
future may be discounted or dismissed because, among other things, predictions about the more distant 
future are inherently more speculative than predictions about events that are expected to occur closer to 
the present.”169  Third, we calculate the magnitude of benefits net of the cost of achieving them.170  
Fourth, benefits must flow through to consumers, and not inure solely to the benefit of the company.171  
For example, we will more likely find marginal cost reductions to be cognizable than reductions in fixed 
cost because reductions in marginal cost are more likely to result in lower prices for consumers.172   
47. We apply a “sliding scale approach” to evaluating benefit claims.  Under this sliding 
scale approach, where potential harms appear both substantial and likely, the Applicants’ demonstration 
of claimed benefits must show a higher degree of magnitude and likelihood than the Commission would 
otherwise demand.  On the other hand, where potential harms appear less likely and less substantial, we 
will accept a lesser showing.173 
B. Claimed $1.5 Billion in Operational and Economic Efficiencies Resulting from the 
Transaction 
48. Based on our analysis, we find that the Transaction will lead to operational and economic 
synergies that are likely to be passed on to end users and therefore are cognizable as a public interest 
benefit of the Transaction, albeit less than the Applicants’ claimed $1.5-$2 billion in synergies.174  As a 
threshold matter, no commenters addressed Applicants’ claimed cost-savings benefits during the 
comment and reply comment period specified by the Public Notice.175  We nevertheless must carefully 
analyze the synergy claims of the Applicants in making our overall public interest determination.   
49. Verizon asserts that most of its claimed efficiencies will result from eliminating a portion 
of “access costs paid to third parties, and by consolidating various network monitoring and support 
systems, business functions, and finance and accounting processes.”176  Verizon estimates the anticipated 
synergies that it expects to realize over the next four fiscal years, 2017-2020, in three broad categories:  
(1) [BEGIN HIGHLY CONF. INFO.]  [END HIGHLY CONF. INFO.] million in [BEGIN 
CONF. INFO.]  
 [END CONF. 
INFO.];177 (2) [BEGIN HIGHLY CONF. INFO.]  [END HIGHLY CONF. INFO.] million in 
                                                     
169 Charter-TWC Order, 31 FCC Rcd at 6479, para. 317; EchoStar-DIRECTV HDO, 17 FCC Rcd at 20630-31, para. 
190.  See AT&T-DIRECTV Order, 30 FCC Rcd at 9237, para. 274. 
170 See Charter-TWC Order, 31 FCC Rcd at 6479, para. 318; AT&T-DIRECTV Order, 30 FCC Rcd at 9237, para. 
275; EchoStar-DIRECTV HDO, 17 FCC Rcd at 20630, para. 190. 
171 See Charter-TWC Order, 31 FCC Rcd at 6479, para. 318; AT&T-DIRECTV Order, 30 FCC Rcd at 9237, para. 
275. 
172 See Charter-TWC Order, 31 FCC Rcd at 6479, para. 318; AT&T-DIRECTV Order, 30 FCC Rcd at 9237-38, para. 
275; News Corp.-Hughes Order, 19 FCC Rcd at 611, para.  317; EchoStar-DIRECTV HDO, 17 FCC Rcd at 20631, 
para. 191.   
173 Charter-TWC Order, 31 FCC Rcd at 6480, para. 320. 
174 Verizon estimates that, “[w]hen fully implemented, the proposed transaction will yield synergies . . . in total 
expense savings in excess of $1.5 billion on a net present value basis.”  Public Interest Statement at 11; see also 
Verizon July 7, 2016 Response to Information Request at 27 (citing Exhs. 23ai and 23aiii).  
175 See supra note 4.  After the comment period closed, Dish submitted an ex parte letter claiming that certain 
synergies addressed below should be discounted.  DISH Oct. 5, 2016 Ex Parte Letter at 1-2. 
176 Public Interest Statement at 11-12. 
177 Verizon July 7, 2016 Response to Information Request at 28-29.  Verizon allocates this amount as follows: 
[BEGIN HIGHLY CONF. INFO.]   
 
 
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 Federal Communications Commission DA 16-1281  
 
 29 
capital synergies;178 and (3) [BEGIN HIGHLY CONF. INFO.]  [END HIGHLY CONF. INFO.] 
million [BEGIN CONF. INFO.]  [END CONF. INFO.].179  Verizon 
claims that these synergies, some of which will be realized as early as six to nine months from the 
Transaction closing, will be realized through 2020 and beyond, and as a result, the net present value of 
these synergies taken into perpetuity totals approximately [BEGIN HIGHLY CONF. INFO.]  
 [END HIGHLY CONF. INFO.].180   
50. In an ex parte letter filed after the close of the comment cycle, DISH argues that certain 
of Verizon’s claimed synergies, such as [BEGIN HIGHLY CONF. INFO. ]  [END 
HIGHLY CONF. INFO.] should be discounted because instead of benefiting the public interest, they 
would constitute “harms.”181  DISH cites certain of XO's internal planning documents that DISH claims 
indicate that [BEGIN HIGHLY CONF. INFO.]  
 
 
 [END HIGHLY CONF. 
INFO.]  DISH then points to both Verizon and XO documents that expressly allocate a similar amount as 
a [BEGIN HIGHLY CONF. INFO.]  [END HIGHLY CONF. INFO.] synergy 
savings.183 
51. Based on our review of Verizon’s submissions, we agree with Applicants that much of 
the Applicants’ claimed [BEGIN HIGHLY CONF. INFO.]  [END HIGHLY CONF. INFO.] 
million in estimated non-wage synergies will likely directly lower the marginal cost of providing 
(Continued from previous page)                                                            
 
 
 
 
 
 
 [END HIGHLY CONF. INFO.]   
178  Id. at 29-30 (attributing capital avoidance synergies to [BEGIN HIGHLY CONF. INFO.]  
 
 [END HIGHLY CONF. 
INFO.] 
179 Id. at 30-31. 
180 Id. at 32-34.  See also Letter from Katharine Saunders, Associate General Counsel, Verizon, to Marlene Dortch, 
Secretary, FCC, WC Docket No. 16-70, at 1-2 (filed Sep. 19, 2016) (Verizon Sep. 19, 2016 Ex Parte Letter). 
181 DISH Oct. 5, 2016 Ex Parte Letter at 1-2. 
182 Id. at 2-3 (emphasis in original) (citing XO-FCC00000010, [BEGIN HIGHLY CONF. INFO.]  
 [END HIGHLY CONF. INFO.] XO-FCC00000051, 
[BEGIN HIGHLY CONF. INFO.]  
 [END HIGHLY CONF. INFO.]). 
183 Id. at 3 (“The elimination of XO would halt this aggressive, successful expansion in its tracks, extinguishing 
competition that would have occurred between XO and its competitors, including Verizon, in each of the many 
buildings that XO would have directly connected to its network absent approval of this transaction.”). 
 Federal Communications Commission DA 16-1281  
 
 30 
service.184  As noted above, marginal cost savings are more likely to lead to consumer benefits and are 
thus a public interest benefit of the Transaction.185  
52. However, we do not agree that the estimated [BEGIN HIGHLY CONF. INFO.]  
[END HIGHLY CONF. INFO.] million in fixed capital cost synergies should be considered a public 
interest benefit.  Again, Commission precedent discounts fixed cost savings because they are less likely to 
be passed on to consumers than marginal cost savings.186  Moreover, we agree with DISH that we would 
balance such capital cost savings against the potential harm from the “avoidance” of planned network 
buildout.  
53. Although some portion of the Applicants’ estimated [BEGIN HIGHLY CONF. INFO.] 
 [END HIGHLY CONF. INFO.] million in [BEGIN CONF. INFO.]  [END 
CONF. INFO.] synergies could ordinarily be counted as a public interest benefit, Verizon failed to 
specifically identify which portions of the savings are marginal cost savings or capital cost savings,187 and 
we therefore cannot credit them.  In addition to the cost saving synergies discussed above, Verizon 
acknowledges a one-time estimated [BEGIN HIGHLY CONF. INFO.]  [END HIGHLY CONF. 
INFO.] million non-recurring integration cost offset that it agrees must be applied to the overall synergies 
we accept.188   
54. Finally, the Commission has consistently rejected cost savings claims beyond the 
foreseeable future as being too speculative, especially given the continuing technological transformation 
that characterizes the communications industry.189  Accordingly, we do not accept Verizon’s “in 
perpetuity” approach and instead determine the value of the public interest benefit only through the 
specific four-year period that the Applicants identified in their calculations.  
                                                     
184 See supra note 177 (explaining the specific dollar allocations to the specific areas where the savings are expected 
to occur).  Some of these savings, however, appear to be in general corporate overhead, and thus are unlikely to 
affect the marginal cost of Verizon’s products. 
185 See, e.g., Charter-TWC Order, 31 FCC Rcd at 6570, para. 318; Altice-Cablevision Order, 31 FCC Rcd at 4386, 
para. 46; Applications of AT&T Inc. and Deutsche Telekom AG For Consent To Assign or Transfer Control of 
Licenses and Authorizations, Order, 26 FCC Rcd 16184, 16185, para. 4 (WTB 2011) (citing Staff Memorandum at 
paras. 227-29) (stating that “the Commission is more likely to find reductions in marginal costs cognizable as 
compared to reductions in fixed costs, because reductions in marginal cost are more likely to result in lower prices”). 
186 See, e.g., Charter-TWC Order, 31 FCC Rcd at 6596, para. 413; AT&T-DIRECTV Order, 30 FCC Rcd at 9237-38, 
para. 275 (stating that “we generally find reductions in fixed cost to be less cognizable than reductions in marginal 
costs because the former are less likely to result in lower prices for consumers”) (citing General Motors Corp. and 
Hughes Electronics Corp., Transferors, and the News Corporation, Transferee, Memorandum Opinion and Order, 
19 FCC Rcd 473, 611, para. 317 (2004); and EchoStar-DIRECTV HDO, 17 FCC Rcd at 20631, para. 191).   
187 See, e.g., AT&T-DIRECTV Order 30 FCC Rcd at 9244, para. 294 (discounting claimed cost savings from 
reductions in duplicative customer call center operations, IT systems, and other general administrative and 
headquarter functions because AT&T did not adequately explain which of these savings were marginal cost savings 
and which were capital cost savings); Verizon-MCI Order, 20 FCC Rcd at 18536, para. 211 (stating that “because 
most of these positions are overhead and thus represent savings in fixed costs, we will not give them the same 
weight as savings in marginal cost (which are more likely to flow through in the form of retail price reductions).”). 
188  Verizon Sep. 19, 2016 Ex Parte Letter at 1-2 (acknowledging the Transaction-related one-time offset and 
breaking it down as follows:  [BEGIN HIGHLY CONF INFO.]  
 
 [END HIGHLY CONF 
INFO.] 
189 See e.g., Verizon-MCI Order, 20 FCC Rcd at 18536-37, paras. 210-14 (rejecting the inclusion of claimed 
operational savings in perpetuity and only including claimed operation savings for a four-year period because 
“predictions about the more distant future are inherently more speculative than predictions about events that are 
expected to occur closer to the present”); AT&T-BellSouth Order, 22 FCC Rcd at 5767, para. 217. 
 Federal Communications Commission DA 16-1281  
 
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C. Claimed Non-Synergy Public Interest Benefits 
1. Verizon’s Deployment of XO’s Fiber Assets in Support of 5G Technologies 
and Further Densification of its Cellular Network 
55. We conclude that public interest benefits are likely to be realized through Verizon’s 
acquisition of XO’s fiber assets based on the introduction of innovative 5G services and the densification 
of its wireless broadband network.190  Based on our analysis below, we ascribe medium weight to this 
benefit, as we find that the benefit is only partially transaction specific and that Verizon did not provide 
sufficiently quantifiable evidence to determine its full extent.191  
56. Applicants claim that Verizon will use XO’s fiber assets for important backhaul and 
network densification purposes that will provide more capacity and enhanced network reliability to 
wireless consumers and also pave the way for Verizon to more effectively deploy 5G technology.192  
Applicants assert that XO’s lit and dark fiber assets offer significant underutilized capacity and coverage 
that will enhance Verizon’s ability to deploy substantial numbers of new macro sites and small cells over 
an expanded network footprint.193  Applicants further assert that the ability to connect new small cells to 
Verizon’s core network will “facilitate and expedite Verizon’s future 5G network deployment because 5G 
technology is designed to be operated using smaller, more densely packed cell sites.”194     
                                                     
190 See VZXO-04-00001666, [BEGIN HIGHLY CONF. INFO.]  
 
 
 
 [END HIGHLY CONF. INFO.]  
See also VZXO-02-000003420, [BEGIN HIGHLY CONF. INFO.]  
 
  [END HIGHLY CONF. INFO.]   
191  See, e.g., Letter from Bryan Tramont and Adam Krinsky, Counsel to Verizon, and Thomas Cohen, Counsel to 
XO Holdings, to Marlene Dortch, Secretary, FCC, WC Docket No. 16-70, at Attach. Declaration of Roland W. 
Hicks, Jr., at 8 (filed Sep. 30, 2016) (XO/Verizon Sep. 30, 2016 Ex Parte Letter) (“we can potentially use XO fiber 
in the targeted trial areas for fronthaul to connect 5G small cell antennas and baseband units. We could also use the 
XO fiber for backhaul from a 5G baseband unit back to the core network and/or for transport between switching and 
distribution centers in the core network.) (emphasis added).  See also Letter from Thomas Jones, Counsel to 
INCOMPAS and Earthlink, Inc., to Marlene Dortch, Secretary, FCC, WC Docket No. 16-70, at 4-5 (filed Oct. 18, 
2016) (INCOMPAS-Earthlink Ex Parte Letter) (“we observed that Verizon still does not appear to have developed 
plans to use XO’s metro fiber assets within the Verizon incumbent LEC region for any legitimate business purpose.”  
INCOMPAS and Earthlink note that [BEGIN HIGHLY CONF. INFO.]  
 
 
 
 
 [END 
HIGHLY CONF. INFO.]  Id.). 
192 Public Interest Statement at 1, 6.  See also XO/Verizon Sep. 30, 2016 Ex Parte Letter at 2. 
193 Public Interest Statement at 10; Verizon July 7, 2016 Response to Information Request at 43.  According to 
Verizon, one of the strategic rationales for the proposed Transaction [BEGIN HIGHLY CONF. INFO.]  
 
 
 
 [END HIGHLY CONF. INFO 
194 Verizon July 7, 2016 Response to Information Request at 43; see also DISH Petition at 2 (“Carriers are also 
working to deploy small cells to ‘densify’ their networks to support both increased demand and 5G technologies.  
With many more cells comes a much greater need for backhaul, both fiber and wireless.”). 
 Federal Communications Commission DA 16-1281  
 
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57. Public Knowledge, however, argues that Verizon’s claimed wireless network benefits are 
not transaction specific, claiming that Verizon was planning on deploying 5G before it agreed to acquire 
XO.195  We disagree, as we find that Verizon’s acquisition of XO’s fiber assets, that might otherwise be 
unused, will help Verizon actually implement its 5G plans.196  Specifically, we find that Verizon’s 
ownership of XO’s fiber facilities will better enable Verizon to control and manage critical fiber assets,197 
not only for 5G deployment,198 but also to meet existing consumer demand.199  The XO fiber assets being 
acquired pursuant to this Transaction will further Verizon’s 5G technology plans by providing robust and 
widely available wireline backhaul capability in areas where Verizon does not have fiber facilities to 
connect wireless cells to Verizon’s core network, a necessary requirement for a robust 5G network.200  
Specifically, the Transaction will allow Verizon to more quickly deploy 5G than if it had to build or lease 
the fiber assets itself.201  Facilitating Verizon’s wireless network densification capability, in turn, leads to 
the dual benefit of enhancing the quality and resiliency of Verizon’s nationwide mobile broadband 
network to better serve consumers and enabling Verizon, a key player in the rollout of 5G technology, to 
more rapidly advance this important Commission policy priority for the general benefit of all 
consumers.202  The Commission has acknowledged Verizon’s aggressive schedule for implementing 5G 
                                                     
195 See, e.g., Public Knowledge Reply at 8-9  (quoting Statement of Fran Shammo, Verizon Communications 
Executive Vice-President and Chief Financial Officer, Verizon Communications Q4 2015 Earnings Call, at 10 (Jan. 
21, 2016)). 
196 Public Interest Statement at 10.  Even DISH, which opposes the Transaction, points out that the “fiber and 
wireless backhaul assets the Applicants would acquire will be critical to support the very low latency and high data 
rate targets of 5G technologies.” DISH Petition at 2-3.  DISH also states that “[b]ackhaul costs represent 
approximately 30 percent of the operating costs of operating a wireless service, so the ability to self-supply backhaul 
presents a significant competitive advantage.”  Id. at 18 (footnote omitted).  In addition, to the extent Verizon uses 
XO’s fiber assets to self-supply its own fiber backhaul needs, the competitive supply of fiber that Verizon would 
otherwise need to lease or acquire in the market to serve its internal needs would remain available to other 
competing wireless providers and emerging 5G technology developers for their use. 
197 See infra para. 63 (Verizon’s explanation of the benefits of owning versus leasing critical fiber infrastructure). 
198 Public Interest Statement at 8.  See also XO/Verizon Sep. 30, 2016 Ex Parte Letter, Attach. Decl. of Roland W. 
Hicks, Jr. at 2 [BEGIN HIGHLY CONF. INFO.]  
 [END HIGHLY CONF. INFO.]  According to Verizon’s 
Roland Hicks, Jr., “[t]hese figures are projected to increase each year to meet the demands of our customer base and 
as we deploy 5G on a commercial basis.”  Id. at 3. 
199 See, e.g., XO/Verizon Sep. 30, 2016 Ex Parte Letter, Attach. Decl. of Roland W. Hicks, Jr. at 6 (“XO has fiber 
located in a number of cities, including some that are initially targeted for potential 5G pre-commercial market trials 
in 2017.”).  According to Verizon’s Roland Hicks, Jr., “XO’s fiber facilities will allow us to expand the coverage 
area in one test market by at least [BEGIN HIGHLY CONF. INFO.]  [END HIGHLY CONF. INFO.] 
beyond what we had originally planned.  A third example is provided as well, showing how XO’s fiber would aid 
Verizon’s small cell deployment – in this case providing approximately [BEGIN HIGHLY CONF. INFO.]  
[END HIGHLY CONF. INFO.] of the facilities we otherwise might have built or leased, meaning we can deploy 
small cells that much more broadly and quickly.”  Id. at 7. 
200 See, e.g., Naga Bhushan, Junyi Li, Durga Malladi, Rob Gilmore, Dean Brenner, Aleksandar Damnjanovic, Ravi 
Teja Sukhavasi, Chirag Patel, and Stefan Geirhofer, “Network Densification: The Dominant Theme for Wireless 
Evolution into 5G,” IEEE Communications Magazine, at 87 (Feb. 2014. 
201 See Verizon Sep. 30, 2016 Ex Parte Letter, Attach. Decl. of Roland W. Hicks, Jr. at 2. 
202 See, e.g., Use of Spectrum Bands Above 24 GHz For Mobile Radio Services et al., GN Docket No. 14-177 et al., 
Report and Order and Further Notice of Proposed Rulemaking, FCC 16-89, para. 1 (July 14, 2016) (Spectrum 
Frontiers Order) (“Today, we take a significant step towards securing the Nation’s future in the next generational 
evolution of wireless technology to so-called 5G.”); see also Spectrum Frontiers Order, Statement of Chairman 
Tom Wheeler (“Without question, 5G is a national priority. The interconnected world of the future will be the result 
of decisions we make today.”).  See also Tom Wheeler, Chairman, FCC, Remarks at the CTIA Super Mobility Show 
2016, Las Vegas, Nevada (Sep. 7, 2016) (“5G will require a lot more cells, particularly at the higher frequencies.  
(continued….) 
 Federal Communications Commission DA 16-1281  
 
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technology and the ongoing 5G field trials being conducted by its wireless division in an effort to develop 
5G technologies and solutions that will deliver next-generation services to American consumers, game-
changing new features, applications, wearables and sensors, and the benefits of the Internet of Things and 
a fully connected society.203   
58. However, we find that the full magnitude of this benefit is unclear.  As some commenters 
point out, (1) Verizon was planning on deploying a 5G wireless network before it agreed to acquire XO, 
and (2) it has alternatives to purchasing XO – it could lease fiber lines to gain access for 5G cell sites or 
build those lines itself.  DISH also urges us to reject this benefit because “by acquiring XO, Verizon will 
eliminate its competitor in the backhaul and transit markets as well as the markets for wholesale and 
enterprise customers of both wireline- and wireless-based services.”204  Nevertheless, we find that the 
proposed Transaction will advance the public interest by expanding the reach and capacity of Verizon’s 
owned fiber network with otherwise substantially underutilized fiber assets that are critically necessary 
for important backhaul and network densification purposes.205   
59. For the reasons set forth above, Verizon’s acquisition of XO’s underutilized fiber assets 
will result in tangible, transaction-specific public interest benefits to wireless broadband consumers to 
which we ascribe medium weight.  
2. Verizon’s Ability to Better Serve Multi-Location Enterprise Customers 
60. We find that Verizon’s acquisition and control of XO’s fiber assets will enable Verizon to 
better serve new and existing multi-location enterprise and wholesale customers.  Applicants claim that 
the proposed Transaction will boost Verizon as a national and regional competitor in the high-capacity 
fiber services market, thus enhancing competition in the multi-location enterprise and wholesale customer 
segment206 and help Verizon meet growing demand by enterprise and wholesale customers for bandwidth 
and reliability, which are key factors in serving multi-location users.207   
(Continued from previous page)                                                            
These small cell sites will need to be connected, so we’ll need a lot more backhaul.  In many areas, competition in 
the supply of backhaul remains limited, and that can translate into higher costs for wireless networks, higher prices 
for consumers, and an adverse impact on competition . . . . There must be fair backhaul prices and availability if we 
are to connect all these small cells.”). 
203 See Verizon-Nextlink Leasing Order, DA 16-838, at paras. 23, 25.  In addition, in order to advance its 5G plans, 
Verizon Wireless is leasing 5G-compatible spectrum in the 28 and 39 GHz bands from Nextlink Wireless, a wholly-
owned subsidiary of XO Holdings.  Id. 
204 DISH Petition at 10; id. at 17-20; DISH Reply at 20-21.  
205 As we have noted, see supra para. 20, the record reflects that the majority of XO’s metro fiber is unlit, or ‘dark,’ 
and the Transaction will enable it to be used promptly for Verizon’s network densification and 5G trials, providing 
near term public benefits rather than speculating about potential benefits that might occur if XO had eventually 
decided to use its fiber facilities for wireless backhaul services at some future time  See Public Interest Statement at 
10; Joint Opposition at 23; Letter from Thomas W. Cohen, Counsel to XO, to Marlene H. Dortch, Secretary, FCC, at 
2 (filed Sep. 14, 2016).  And as XO’s documentary evidence reflects: [BEGIN HIGHLY CONF. INFO]  
 
 
 
 [END HIGHLY CONF. INFO]. See XO-FCC00019621, 
[BEGIN HIGLY CONF. INFO.]  [END 
HIGHLY CONF. INFO.]; see also supra note 122. 
206 See, e.g., Public Interest Statement at 7-8 (according to Applicants, the proposed Transaction allows Verizon to 
better “compete with leading national and regional high-capacity service providers – especially cable companies, but 
also traditional incumbent and competitive telephone companies, wireless providers, and other non-traditional 
players, particularly in central business districts”).  See also Sean Buckley, Verizon to challenge cable operators 
with ‘Titan’ business Ethernet program, FierceTelecom (Mar. 21, 2016) (“Unlike the near-ubiquitous nature of 
(continued….) 
 Federal Communications Commission DA 16-1281  
 
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61. Applicants claim that Verizon’s acquisition of XO’s fiber-based IP and Ethernet 
networks will deepen and expand Verizon’s fiber facilities to better serve its enterprise and wholesale 
customers, especially in areas outside of Verizon’s incumbent LEC footprint.208  According to Applicants, 
of the approximately 25,600 fiber route miles constituting XO’s inter-city and metro fiber networks, the 
vast majority are located outside Verizon’s incumbent LEC footprint.209  In XO’s top 20 fiber areas, the 
proposed Transaction will expand Verizon’s owned fiber by more than 5,000 miles, of which nearly 85 
percent is located outside of Verizon’s remaining incumbent LEC footprint, and, in the twenty densest 
counties served by XO outside of Verizon’s incumbent LEC footprint, the Transaction will expand 
Verizon’s on-net building inventory by over 2,500 buildings.210  With the acquisition of XO’s fiber 
facilities, Verizon asserts it can offer multi-location customers its on-net services and the resulting 
customer-facing benefits discussed below.211  We conclude that the Transaction likely will result in a 
stronger competitive provider to the incumbent LECs, large cable companies, and other nationwide 
competitive providers in the wholesale and enterprise BDS market.212  This finding is consistent with 
Commission precedent concluding that the combination of facilities-based competitive LECs would result 
in a stronger competitor and provide a transaction-specific benefit to consumers.213  However, while no 
party disputes the value of this benefit, we ascribe it relatively low weight since Verizon did not provide 
sufficiently quantifiable evidence to determine its full extent.214 
62. Although the proposed Transaction enhances Verizon’s ability to compete for multi-
location enterprise customers who seek high-capacity fiber services, we recognize that Verizon could 
(Continued from previous page)                                                            
cable HFC network, Verizon’s ability to deliver services like Fiber to the Internet is limited to how many buildings 
it has on its network.  However, the service provider will bolster its on-net footprint when it completes its 
acquisition of XO Communications’ fiber network next year—a deal which will give the service provider an 
additional 4,000 on-net buildings.”).  
207 Public Interest Statement at 8. 
208 Public Interest Statement at 1, 6.  See also Verizon July 7, 2016 Response to Information Request at 37. 
Applicants provided a list of the thousands of businesses with offices in buildings nationwide that are served by 
XO’s fiber facilities, but not by Verizon’s fiber facilities.  Id. at Exh. 24bi.  Verizon submits there are approximately 
[BEGIN CONF. INFO.]  [END CONF. INFO.] businesses in those buildings that already are Verizon 
customers in some capacity. Id. at 41. 
209 Verizon July 7, 2016 Response to Information Request at 41.  
210 Public Interest Statement at 7. 
211 Verizon July 7, 2016 Response to Information Request at 41; see also infra para. 63. 
212 See discussion in Section V.A.2. (finding that the Transaction will result in Verizon being a stronger competitive 
provider outside of its incumbent LEC region). 
213 See Qwest-CenturyLink Order, 26 FCC Rcd at 4199, para.15l (describing the potential competitive effects of an 
incumbent LEC-competitive LEC combination outside the incumbent LEC’s territory and stating that “[r]ather than 
harming competition, we believe that the combination of the Applicants' facilities in these markets could result in a 
stronger competitive LEC and enhance the merged company's ability to compete against the incumbent LEC”); see 
also Level 3-tw telecom Order, 29 FCC Rcd at 12842, para. 3 (stating “the transaction is likely to increase 
competition by resulting in a combined company with a larger network footprint and strengthened ability to compete 
for business customers.”). 
214 While the loss of XO as an independent provider of BDS and other commercial services does not result in the 
type of competitive harm to the public interest that warrants a Commission-ordered remedy, see supra Section V 
generally, this fact does not preclude us from considering the reduction in the actual number of competitive 
providers in ascribing weight to related benefits claims under our analytical framework.  See, e.g., VZXO-02-
00000303, [BEGIN HIGHLY CONF. INFO.]  
 
 [END HIGHLY CONF. INFO.]  
 
 Federal Communications Commission DA 16-1281  
 
 35 
have leased XO’s fiber services on a wholesale basis to serve multi-location customers.215  Verizon, 
however, identifies numerous factors that demonstrate how owning XO’s fiber assets is superior to 
leasing them, thus resulting in transaction-specific benefits. 
63. First, Verizon can simplify and expedite the fiber ordering process for customers in 
buildings served by XO’s metro fiber (but not currently served by Verizon fiber).216  Second, Verizon can 
improve the fiber provisioning process since it can “better control the timing for service deployments” 
and can avoid multiple truck rolls when provisioning on-net services since Verizon will not be restricted 
by the provisioning schedules of its lessor carriers.217  Third, Verizon can offer “more tailored and 
flexibly managed service offerings to on-net customers” due to its increased control over the underlying 
facilities used to serve such customers.218  Fourth, Verizon can better ensure diverse paths to customer 
premises for customers seeking route diversity for their communications services.219  Fifth, Verizon can 
provide more resilient service due to:  (1) fewer (if any) handoffs to other carriers;220 (2) a streamlined 
trouble ticket process,221 and (3) the ability to more quickly and precisely detect and resolve service 
disruptions.222  Verizon further explains how owning the fiber, rather than merely leasing it, is far more 
cost-effective. 223 Finally, we note that to some extent, and for some of the reasons expressed by Verizon, 
multi-location customers prefer that their providers own the facilities on which they offer service. 224 
Based on the above, we find Verizon’s arguments with respect to the specific and identifiable public 
interest benefits of owning XO’s fiber persuasive, and therefore ascribe some credit as a Transaction 
benefit to Verizon’s planned use of XO’s fiber facilities to better compete for multi-location customers.  
                                                     
215 See, e.g., INCOMPAS-Earthlink Ex Parte Letter at 2-3 n.7.  
216 Verizon July 7, 2016 Response to Information Request at 37 ( “no longer need to evaluate the availability, 
characteristics, and pricing of leased access to these buildings as part of the customer ordering process… will 
generally be able to provide immediate firm order confirmation… eliminating delay.”). 
217 Verizon July 7, 2016 Response to Information Request at 38. 
218 Verizon July 7, 2016 Response to Information Request at 38 (will enable Verizon to provide complete 
maintenance, surveillance, and response to customer issues without the involvement of third-party providers, 
allowing for faster identification and remediation of issues that may arise.”) 
219 Verizon July 7, 2016 Response to Information Request at 38 (reliance on leased fiber to gain access to a building 
has limited visibility regarding the path used… resulting in unintended route redundancy and undermining route 
diversity.”). 
220 Verizon July 7, 2016 Response to Information Request at 38 (more handoffs “may create an increased risk of 
service disruptions and generally require the involvement of multiple carriers in the trouble ticket process, which can 
delay and impair customer service and resolution.”). 
221 Verizon July 7, 2016 Response to Information Request at 38-39 (leading to more quickly detecting and resolving 
disruptions to on-net services from its extensive network operating centers, while “a provider relying on leased fiber 
must consult with another carrier (and sometimes multiple carriers) to determine the cause of service disruptions 
reported by off-net customers and must rely on third-party carriers’ trouble ticket resolution process.”). 
222 Verizon July 7, 2016 Response to Information Request at 39 (less control over service interruptions when relying 
on other carriers to conduct maintenance and repairs). 
223 Verizon July 7, 2016 Response to Information Request at 39 (explaining that, among other things, construction 
costs can be capitalized over multiple years (whereas leased fiber costs are expensed annually), and Verizon can 
better control owned fiber costs (whereas leased fiber agreements contain rent escalators and fixed lease terms that 
must be renegotiated)). 
224 For these reasons, carriers prefer to own their own facilities.  [BEGIN HIGHLY CONF. INFO.]  
 
 [END HIGHLY 
CONF. INFO.].  See supra para. 32 & note 102. 
 Federal Communications Commission DA 16-1281  
 
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3. Benefits to Current XO Customers by Gaining Access to Verizon’s Full 
Range of Services 
64. We give minimal weight to Applicants’ claim that the proposed Transaction will give XO 
customers access to Verizon’s more extensive product family225 because Applicants failed to give us 
sufficient information to verify the magnitude or likelihood of this claimed benefit.  For example, Verizon 
states that it has not yet determined “the specific additional services Verizon will be able to offer existing 
XO customers post-closing.”226  Without specific commitments from Verizon with regard to the 
additional services, and the price at which those services will be offered to XO’s existing customers, we 
are not able to verify the benefit.  In addition, this benefit would accrue only to those XO customers who 
are both outside of Verizon’s incumbent LEC territory and not in an out-of-territory building currently 
served by Verizon.  Other XO customers already have access to Verizon’s products but choose not to 
purchase them.    
VII. BALANCING POTENTIAL PUBLIC INTEREST HARMS AND BENEFITS 
65. Based on our analysis above, we conclude that the public interest benefits claimed by the 
Applicants on balance outweigh the potential for public interest harms resulting from the proposed 
Transaction.  In applying our “sliding scale approach” to evaluating the benefits of a transaction,227 we 
will accept a lesser showing on the scope of the claimed benefits when, as here, the potential harms 
appear less likely and less substantial.  Based on our findings herein that the proposed Transaction likely 
will not cause material public interest harms, we find that the relatively modest benefits of the 
Transaction resulting from certain credited operational and economic synergies, along with the 5G and 
wireless backhaul enhancements, increased multi-location customer competition, and minimal benefit to 
current XO customers gaining first-time access to Verizon services, outweigh any public interest harms.  
Consequently, we find that approval of the Transaction is in the public interest. 
VIII. CONCLUSION 
66. We conclude that granting the Applications serves the public interest.  We have carefully 
evaluated the proposed Transaction, in light of the extensive documentary record, the related pleadings 
from commenters and the Applicants, and other submissions in this proceeding.  After a thorough review 
of this record, we conclude that the Applicants are fully qualified to transfer the licenses in Appendix A 
and that the public interest benefits promised by the proposed Transaction are sufficient to support the 
grant of the Applications. 
IX. ORDERING CLAUSES  
67. Accordingly, having reviewed the record in this matter, IT IS ORDERED, pursuant to 
sections 4(i) and (j), 5(c), 214(a), 214(c), 303(r), 309, and 310(d) of the Act, 47 U.S.C. §§ 154(i), 154(j), 
155(c), 214(a), 214(c), 303(r), 309, 310(d), and sections 0.51, 0.91, 0.131, 0.261, 0.291, and 0.331 of the 
Commission’s rules, 47 CFR §§ 0.51, 0.91, 0.131, 0.261, 0.291, 0.331, that the Applications to transfer 
control of the licenses and authorizations listed in Appendix A ARE GRANTED. 
68. IT IS FURTHER ORDERED that the above grant shall include authority for Verizon, 
consistent with the terms of this Memorandum Opinion and Order, to acquire control of: (1) any licenses 
and authorizations issued to XO during the Commission’s consideration of the Applications and the 
period required for consummation of the Transaction following approval; (2) any applications that have 
been filed by XO or its subsidiaries that are pending at the time of consummation of the Transaction; and 
                                                     
225 Public Interest Statement at 1, 7, 12.  See also Verizon July 7, 2016 Response to Information Request at 15 Exh. 
16 (list of products that Verizon will be able to offer to XO customers that XO currently does not provide”).   
226 Verizon July 7, 2016 Response to Information Request at 15. 
227 See Charter-TWC Order, 31 FCC Rcd at 6480, para. 319; see supra para. 47. 
 Federal Communications Commission DA 16-1281  
 
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(3) licenses that may have been inadvertently omitted from the Applications that are held by XO at the 
time of consummation of the Transaction. 
69. IT IS FURTHER ORDERED, pursuant to sections 4(i) and (j), 5(c), 309, and 310(d) of 
the Act, 47 U.S.C. §§ 154(i), 154(j), 155(c), 309, 310(d), that the Petitions to Deny filed by DISH 
Network Corporation, INCOMPAS, and Public Knowledge, and all similar petitions, ARE DENIED. 
70. IT IS FURTHER ORDERED that this Memorandum Opinion and Order SHALL BE 
EFFECTIVE upon release, in accordance with section 1.102(b)(1) of the Commission’s rules, 47 CFR § 
1.102(b)(1).  Petitions for reconsideration under section 1.106 of the Commission’s Rules, 47 CFR § 
1.106, or applications for review under section 1.115 of the Commission’s rules, 47 CFR § 1.115, may be 
filed within thirty days of the release date of this Memorandum Opinion and Order. 
 
FEDERAL COMMUNICATIONS COMMISSION  
 
 
 
 
Matthew S. DelNero  
Chief, Wireline Competition Bureau  
 
 
 
 
Mindel De La Torre  
Chief, International Bureau  
 
 
 
 
Jon Wilkins  
Chief, Wireless Telecommunications Bureau 
 Federal Communications Commission "FCC  XX-XXX"  
 
 
APPENDIX A 
 
Applications to Transfer Control of Licenses and Authorizations Held by XO 
 
SECTION 214 AUTHORIZATIONS 
 
A. International 
 
File Number Authorization Holder Authorization Number 
 
ITC-T/C-20160304-00114 
 
XO Communications, LLC ITC-214-20001117-00674 
B. Domestic 
 
Applicants filed an application to transfer control of domestic section 214 authority in connection 
with the proposed Transaction. 
 
SECTION 310(d) APPLICATION 
 
A. Application for Transfer of Control of Wireless Authorizations 
Application File Number  Licensee    Lead Call Sign 
ULS File No. 0007166982  XO Communications, LLC  WQHF652