140 West Street 6th Floor New York, NY 10007 (212) 519-4717 joseph.a.post@.com

Joseph A. Post Deputy General Counsel – NY

February 16, 2018

Hon. Kathleen H. Burgess Secretary New York State Public Service Commission Three Empire State Plaza Albany, NY 12223

Re: Matter 18-_____ — Petition of MCI Communications Services, Inc. and XO Communications Services, LLC for Approval of a Transfer of Ownership Pursuant to § 100 of the Public Service Law

Dear Secretary Burgess:

Enclosed please find the Petition of MCI Communications Services, Inc. and XO

Communications Services, LLC for Approval of a Transfer of Ownership Pursuant to § 100 of the Public Service Law. Petitioners respectfully request that the Commission permit the transaction to close on or about June 30, 2018.

Respectfully submitted,

Joseph A. Post

NEW YORK PUBLIC SERVICE COMMISSION

Petition of MCI Communications Services, Inc. and XO Communications Services, LLC for Approval of a Matter 18-______Transfer of Ownership Pursuant to § 100 of the Public Service Law

PETITION FOR APPROVAL

JOSEPH A. POST Deputy General Counsel ‒ NY 140 West Street ‒ 6th Floor New York, NY 10007 (212) 519-4717 [email protected] Counsel for Petitioners

February 16, 2018

STATE OF NEW YORK PUBLIC SERVICE COMMISSION

Petition of MCI Communications Services, Inc. and XO Communications Services, LLC for Matter 18-____ Approval of a Transfer of Ownership Pursuant to § 100 of the Public Service Law

PETITION FOR APPROVAL

I. INTRODUCTION

Petitioners MCI Communications Services, Inc. d/b/a Services

(“MCI”) and XO Communications Services, LLC (“XO”), both of which are certified telephone

corporations as defined in § 2(17) of the Public Service Law, request approval pursuant to § 100

of the Public Service Law,1 of a transaction in which MCI will acquire a 100% direct ownership

interest in XO. XO will continue to exist as a legal entity and a certified telephone corporation

after the transaction. Moreover, XO will continue to be — as it is now — an indirect, wholly-

owned subsidiary of Inc. (“VCI”). Therefore, the transaction is simply

an internal corporate reshuffling within the Verizon group of companies, and will not result in

any meaningful change in the management or control of XO. It is being carried out for purposes

of administrative simplicity, particularly in connection with the preparation of tax returns.

1 Publ. Serv. L. § 100(1) provides that “[n]o … telephone corporation, domestic or foreign, shall hereafter purchase or acquire, take or hold any part of the capital stock of any … telephone corporation organized or existing under the laws of this state unless authorized so to do by the commission.” For purposes of this Petition, we will assume, without conceding, that XO, a Delaware limited liability company, can be considered to “exist[] under or by virtue of the laws of” New York as a result of its status as a certified New York telephone corporation, and that the proposed transaction is otherwise subject to § 100 even though it involves LLC membership interests rather than corporate stock, and is a parent-level transaction that will not involve a direct transfer of ownership interests in a regulated corporation.

The Petitioners respectfully submit that no aspect of this transaction would trigger review under any provision of the Public Service Law other than § 100. To the extent that the Commission concludes that this transaction does require its authorization or consent under any statute other than § 100, this Petition should be deemed to request such authorization or consent.

Because it will help reduce the costs of a regulated company, the proposed transaction meets the

public interest test under § 100.

The Petitioners anticipate closing the transaction on or about June 30, 2018, and

respectfully requests approval before that date.2

II. PARTICIPANTS IN THE TRANSACTION

XO is a Delaware limited liability company that has been certified by the Commission to

provide certain types of regulated communication services in New York.3 By order dated

January 25, 2017, the Commission approved a transaction in which XO’s parent corporation, XO

Communications, LLC (“XOC”), was acquired by VCI, and then became a direct subsidiary of

Verizon Business Network Services Inc. (“VBNSI”), a Delaware corporation that is an indirect

wholly-owned subsidiary of VCI.4

2 An explicit approval order is not required by the statute. Pursuant to Publ. Serv. L. § 100(3), “[n]o consent shall be given by the commission to the acquisition of any stock in accordance with this section unless it shall have been shown that such acquisition is in the public interest; provided, however, that any such consent shall be deemed to be granted by the commission ninety days after such corporation applies to the commission for its consent, unless the commission, or its designee, determines and informs the applicant in writing within such ninety day period that the public interest requires the commission’s review and its written consent.” (Emphasis supplied.)

3 The Commission issued a Certificate of Public Convenience and Necessity (“CPCN”) to NEXTLINK New York, LLC on September 10, 1997. Case 97-C-0993, “Order Issuing Certificate of Public Convenience and Necessity” (issued and effective September 10, 1997). NEXTLINK New York, LLC was subsequently converted from a limited liability company to a corporation named NEXTLINK New York, Inc. The conversion was approved in Case 98-C-0864, Memorandum to the Commission from the Communications Division (July 6, 1998), approved as recommended and so ordered by the Commission (issued and effective July 27, 1998). By letter dated September 25, 2000, submitted in Case 97-C-0993, NEXTLINK New York, Inc. notified the Commission that it was changing its name to XO New York, Inc. The Commission subsequently issued an order authorizing the merger of Allegiance Telecom of New York, Inc. and XO New York, Inc. into XO Communications Services, Inc. Case 04-C-0871, Memorandum to the Commission from the Office of Telecommunications (August 3, 2004), approved as recommended and so-ordered by the Commission (issued and effective August 25, 2004). By letter dated August 31, 2012, XO Communications Services, Inc. notified the Commission that it had converted to an LLC and that its name had been changed accordingly.

4 Case 16-C-0288, “Order Granting Joint Petition Subject to Conditions” (issued and effective January 25, 2017).

2

MCI is a Delaware corporation that, like XO, is indirectly owned and controlled by VCI.

It operates in New York State as a regulated telephone corporation pursuant to CPCNs that were

issued to predecessor companies in 1983 and 1993, and that were thereafter transferred to MCI.5

Pursuant to 16 NYCRR § 17.2, MCI’s and XO’s certificates of incorporation are

provided as Exhibits A and B to this Petition.

III. DESCRIPTION OF THE PROPOSED TRANSACTION

Currently, XO is wholly owned by XOC, which, as noted previously, is in turn wholly

owned by VBNSI. In the proposed transaction, VBNSI will contribute its ownership interest in

XOC to MCI International Inc., a Delaware corporation and wholly-owned indirect subsidiary of

VCI, and from there it will be passed down a chain of corporations, ending with MCI.6 XOC

will then be merged into MCI, leaving XO as a wholly-owned subsidiary of MCI.

5 See Case 28412, “Certificate of Public Convenience and Necessity” (issued April 25, 1983) (approving operation of telephone lines by MCI Telecommunications Corp. in the State of New York to offer intercity communications common carrier services through the use of microwave and other means, including, but not limited to, the resale of message toll services and wide area telephone service); Case 92-C-0803, “Order Issuing Certificate of Public Convenience and Necessity” (issued and effective March 2, 1993) (granting CPCN to MFS Intelenet of New York, Inc. to operate as a reseller of all forms of telephone services within New York State); id., “Order Issuing Certificate of Public Convenience and Necessity and Approving Expedited Proceeding and Related Waivers” (issued and effective March 17, 1993) (granting CPCN to MFS Intelenet to enable it to offer point-to-point, intercity and intracity, switched and non-switched telecommunications services in the State); Case 97-C-1201, Memorandum to the Commission from the Communications Division (August 11, 1997), approved as recommended and so-ordered by the Commission (issued and effective September 18, 1997) (approving a corporate reorganization in which, inter alia, MFS Intelenet of New York, Inc. was merged into, and transferred its CPCN to, its corporate parent, WorldCom Technologies, Inc.); Case 99-C-0772, Memorandum to the Commission from the Communications Division (July 30, 1999), approved as recommended and so-ordered by the Commission (issued and effective August 26, 1999) (approving a corporate reorganization in which, inter alia, the retail operations of MCI Telecommunications Corp. were transferred to WorldCom Technologies, Inc., which was renamed MCI WorldCom Communications, Inc.); Case 05-C-0917, Letter to Hon. Jaclyn A. Brilling from Leigh Ann Cox (dated July 20, 2005) (notifying Commission of a change in the name of MCI WorldCom Communications, Inc. to MCI Communications Services, Inc.).

6 Specifically, the ownership interest in XOC will be handed off by MCI International Inc. to (in order) MCI International Services Inc., MCI International Telecommunications Corporation, Worldwide, Inc., MCI Broadband Solutions, Inc., and, finally, MCI. Each of these entities is a Delaware corporation, and a wholly- owned subsidiary of the entity preceding it in the chain.

3

Throughout the course of this transaction, and at its end, XO will remain an indirect,

wholly-owned subsidiary of VCI. As a result, there will be no meaningful change in its

management or control.

Corporate organization charts showing the ownership of the participating entities both

before and after the transaction are provided as Exhibits C and D to this Petition.7

IV. THE PROPOSED TRANSACTION IS IN THE PUBLIC INTEREST

Transactions between a single-member limited liability company such as XO and its

owner are disregarded for purposes of calculating income taxes. Because of the nature of their

businesses, XO and MCI will have a substantial volume of transactions with each other. Thus,

making XO a direct subsidiary of MCI will greatly simplify MCI’s tax accounting and the

preparation of its income tax returns, creating significant administrative efficiencies and cost

savings. The transaction will therefore serve the public interest by reducing the costs of a

regulated entity.

V. CONTACT INFORMATION

Questions related to this transaction may be directed to:

Richard C. Bozsik Verizon 158 State Street ‒ 10th Floor Albany, NY 12207 (518) 396-1020 [email protected]

7 The changes described above will be made in conjunction with other corporate rearrangements that do not require notice or approval under the Public Service Law.

4

VI. CONCLUSION

For the above reasons, the Commission should approve the proposed transfer to MCI of

the ownership interest in XO, to the extent such approval is required under § 100 of the Public

Service Law or any other applicable statute.

Respectfully submitted,

JOSEPH A. POST Deputy General Counsel ‒ NY 140 West Street ‒ 6th Floor New York, NY 10007 (212) 519-4717 [email protected] Counsel for Petitioners

February 16, 2018

5 VERIFICATION

I am a duly elected and qualified Assistant Secretary, and an officer, of the Petitioner

MCI Communications Services, Inc. ("MCI") and of the Petitioner XO Communications

Services, LLC ("XO"). To the best of my knowledge, information and belief, based on information provided by employees of MCI, XO and their affiliates, the foregoing Petition is true and correct.

I declare under penalty of perjury that the foregoing is true and correct to the best of my information and belief.

Date: February jf, 2018

EXHIBITS

A. Certificate of Incorporation, with Amendments, of MCI Communications Services, Inc. (Certified Copy)

B. Certificate of Incorporation, with Amendments, of XO Communications Services, LLC (Certified Copy)

C. Corporate Structure Prior to Transaction

D. Corporate Structure Following Transaction

EXHIBIT A

MCI COMMUNICATIONS SERVICES, INC.

ASSISTANT SECRETARY'S CERTIFICATE

I, Christy K. Reyes., a duly elected and qualified Assistant Secretary of MCI Communications Services, Inc., a Delaware corporation (the "Corporation") do hereby certify that:

1. I am authorized to execute this Assistant Secretary's Certificate on behalf of the Corporation.

2. Attached hereto is a true and correct copy of the Certificate of Incorporation and Amendments in effect on the date hereof.

- '1) IN WITNESS WHEREOF, I have hereunto set my hand and seal of the Corporation this \ S day of February, 2018. ,, " State of DelaMUe S.c.rwt.uy o:f Stlsf:e Div.isiQn gf Co.zpol:l:lf:.icm.s Delivered l2:47 PN 06/01/2005 E'IIZD 12:40 PM 06/01/2005 CERTlFlCATE OF AMENDMENT SRV 050456517 - 2283958 FIIE OF THE CERTIFICATE OF INCORPORATION OF MCI WORLDCOM COMMUNICATIONS. JNC.

MCI WorldCom Communications, Inc. (the "Coiporation'' organized and existi.ng under and by virtue ofthe General COiporation Law of the State ofDela.ware does hereby certify:

FIRST: That resolutions wer~ duly adopted setting forth a proposed amendment (the "Amendment.. } oftbe Coxporatibn1s Certificate of Incorporation by unanimous written consent in lieu of a meeting ofthe Board of Directora of the Corporation declaring the Amendment to be advisable and calling a meeting of the stockholders ofthe Cotporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVBD, that the Certificate of Incorporation of the Corpora1ion be . amended by changing Article 1 so that, as amended, said Article shall be· and read as follows:

1. 'The name of the Corporation is MCI Commmrlcations Se:ivices, Inc.'

SECOND: That thereafter, in accordance with Section 228 ofthe General CorpMation Law ofthe State of Delaware, the stockholder of the Corporation approved the Amendment by written consent ofthe stockholder in lieu of a meeting of the stoclcholders ofthe Corporation.

THmn! That the A:ltiendtnertt was duly adopted in accordance w:ith the provisions of Scc~n 242 of'tbe General CoipOration Law of the State of Delaware.

FOURTH: That the capital ofsrud corporation shall not be reduced under or by reason of said amendment.

FIFTH: That the .Amendment js to become effective on June l • 2005 at 1:OOpm...... , e= EST. c-:> ...,..<=> D c.._

Tn WITNESS WHEREOF2 the Corporation has caused this Certificate of ?6 ~ Amendment to be signed this 1•t day of June, 2005. §g w :ti> -i "() 0 :z: By.~~(;~~ei:cGa1eY U5 ecretmy

-~--·---· -·· ·-· ---·---- May. 7. 1999 2: 57PM NATIONAL CORPORATB RBSEARCH\ LTD. No. 0978 P. 212

CiRTIFICATE OF AMENDMENT OF OERTIFJCATf! OF INCORPORATION

OF WORLDCOM Tl!CHNOLOGIESJ INC.

WortdCom T~nologiee, lne. (herefnaft&r referred to as lhe '"col'f)Oration"). a corporation organlzGd and existing under ~nd by vlriue of the General Corporation t.ew of the State ¢Delaware, does.h$reby certify:

1. ihe nat1'& of~ corporation is WorldCom Technologies, rnc. 2. The certificate of lnr.orporation of the OOIPOratfon is hereby amended hy striking out the Articli:t 1 thereof and by subatitutlng in Heu of $1lld Artlcle the following new Article: NAME

The name ct thfs ~rporatlon 1B MCI WORLDCOM Communlc:atlons, lnQ,

. 3. The amendment of the certificate of fncorporatlon h&reln certified has b&en duly adopted In accordance with the provisk>ns of Sectton 228 and 242 ~fthe General Col'f)oration Law of the State of Deleware.

Exeouted on ihis the~ day of May, 1999.

S2'A2'E OF DELA.Ht.RE SECRETARY OF S2'A2'.I!.' DIVISION OF CORPOllA!Z'IONS FILED 09: Ol AM 05/07/U:99 99ll83145 - 2283958

-- ---·---·------·------~·- -·- . --- ... JUN-23-0'( l1UN l ~: ] ~ r, vi:. .. CERnFICAft Of' AMINOMIHY OF CIRTIPICATI OF INCONIOM'110N

OF

MN tNTILINIT. INC.

M~S 1ntMnet, lt\C, (herainllftor caUed the 1'Corpcl'ltfon'1, • ~ atoanlnd

and .xiJllntl under and by W1Ue al the General COrporation llw of th9 $tale al DelaWar6 .

. . . doa1 l"«M>y carttfy.

t Tho cortrtlO* r:A tncorpor.iJo" "' the CCrporation 11 hcnby amtndt.d by ltrfkinQ

out MIOfe 1 thlfeof and by~ in ttM. Ueu of Mid Mlcla 1tw faflDWlng n1W MIQ9:

"1 • TJ1e rJlm9 gf h ~Df1 I• Woftdeom ,.~•• 1J1C. 11

II. Th6 aMtr'ldtMnt dthe cettlficata d lnompcntton herein C4Ntfffed tiMfN..,, duly

adopie!'.f in acx:etdanoe wtth the proYitiOn• ~ s.etlQnl 228 and 242 Of thl Gtnerat Corporation Law d the State of Delaware.

. .

STATE 01!' DELAWARE SBCRE7'ARY OF STATE DIVISION OF CORPDlUiTIONS FILED 11:00 AM 06/23/1!197 971206857 - 2283958 SiATE B!=l~E811~· l?J4141F'M KIDJIT lLGAL OCPT. 4021f

::t. Th.e Certifieate of Incorporation of MF$ Services, :rnc., a Delaware corporation, is amended by dalating Section i and substituting the tollcwin~ language: 11 1. Tha name of tbe corporatfon. b MPS rntelenet., Inc:.u II. 1'he undersigned otfic:e;r:s certify that the amendment abava had been duly adopted in accordance with the provisions of Sect.ion 242 of the General Corporatio~ Law ot the state of Oela~ara. Dated this 24th day of July, l992.

A'l'1'EST:

Assictant secretary

S1'A'l'E OF NEBRASXA) ) ss. COUNTY OF l>OUGL).S)

The foregoing instrument was aeknovled9ed ~efore ~e this 24th day of July, 1992 by Larry J.C. Long, President, and Kenneth 'D. G~skins, Assistant Secretary, o~ MFS services, Inc., a Dela~ar& corporation o~ behalf or tha corpora~1on.

2050.KDG S!l'A'l'll OF DELAWARE·- Sl:CRETARY or STATE DIVISION' or CORPO:RATIONS FILED 04:00 ·PM 01/03/1992 732003017 - 22B395B gmmgn OP XNCOUPMQ>I .

ps s1m91s, m;.

l.. The nue of the corporation ia: MfS Senic:es, Inc:.

2. 1l'he addtess of its registerec1 of~ice in the state of D4!laware is Corporation Tr11st Center, 1209 qrange Street, in tbe city of Wilminqton, county of Nev castlei !he name af its registered agent at such address is The Corp'*'aticn Trust co~pany.

3. The nature of the business or purpo~es to .be conducted or pramotad is to engag-e in al'ly lawful act o aotivity tor which corporations 2118.Y be orqanized under the Gene l corporation Ia'W of Dal aware.

4. The total number of shares of co~on stock which the corporation shall have authority to issue is one ~housand (l,OOO) and the par value ci each of such &hares i~ one Hundred Dollars ($100 .. OO) amounting in th• aqgreqate to l)>ne Hundred Thousand Doilars {$100,000.00).

5. The board of cJirectora is authori~ed to make, alter or repeal the. by·laW'S of the coxporation. Electlion of directors need not be hy written ballot.

6. The name and aailing address of th~ incorpora.tor is: Kenneth D. Gaskins 1000 Xiewit Plaza Omaha, Nebraska 68Ul

I, THE UNDERSIGNED, 1'eing the incorpora.~r hereinbefore named, for the purpose of for.ming a coxporation putsuant to the Gen~ral corporation Law of Dela.ware, do make this certificate, hereby declaring and certifying that this is 211y act •nd deed and the facts herein stated are true, and accordingly have hereunto set DY hand this 3rd day of Janu&l:Y, 1992.

1564.lG

• •• h ------~ ------·------··------·· ---- ...... ·--·

EXHIBIT B

XO COMMUNICATIONS SERVICES, LLC

ASSISTANT SECRETARY'S CERTIFICATE

I, Christy K. Reyes., a duly elected and qualified Assistant Secretary of XO Communications Services, LLC, a Delaware limited liability company (the "Company") do hereby certify that:

1. I am authorized to execute this Assistant Secretary's Certificate on behalf of the Company.

2. Attached hereto is a true and correct copy of the Certificate of Incorporation and Amendments of the Company in effect on the date hereof.

+n IN WITNESS WHEREOF, I have hereunto set my hand and seal of the Company this l5 day of February, 2018. State a/Delaware Office of the Secretary of State PAGE 1

I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF .. DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT

COPY OF TSE CERTIF~ ~t;&: · . 'o~ · . ~NO~~~~'~Jl' ._,. 1:. ~,~~.:LINK DOMESTIC

HOLDINGS I INC. ''. ,,,:. CHJW'p.r~?)~~~~ -:N~ ' ~~o.~ ;;:~' 1'J~~TLI~~ DOMESTIC

HOLDINGS, Il'.1cr:·11 . . Tb 11 x6:. ~oMESTI ·C · · 1:ioLDINGS, ~:t~~~~- "' ; '':Ft~.ED IN THIS 3- • 1, • • • • \

OFFICE ON . : THE;\~#·E~TY-SEVENTH Dl}-~ ; . 9F SEPTEMB.ER, A,:: D . ~ I 2000 I AT 6 ~'} -. • _..-• J. ~ f }Ji, :~ ·· -., • I• ~ •

O' CLOCK : P .M. .i ··: ·: .:' '· , ;. . • • - A FILE!D 'coPY o:F ~ '~g]:. $ ,, CERIJ?IF·I~T ·E BAS :BEiN FORWARD:tD To TBE •. .·~' - ~~ .} ,' .'· :.. :~ -.: ·..;. ·; ~ / • 1 : ' : ~I ;·_·:..-~ :_ ~ :. ':' ~ 1 " :--- ~ --· '. •• • NEW CAS_':I!LE COUNTY RECORDER ·•OF '· DEgos ;'--.. .: '.':·:::'.· (, . ~ . . '1 . ~ f . . . : :1 ~ • . \~ -. - ..: . , . :': _' ' ...... ·' ' . :

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....~ .... ;.·.~·· Edward]. Freel, Secref(lrtj of Stnte I 3154937 8100 AUTHENTICATION: 0706074 001490328 • DATE: 09-28-00 I I CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

NEXTLINK Domestic Holdings, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify:

1. A resolution setting forth the foUowing amendment to the corporation's Certificate of Incorporation and declaring the advisability of such amendment was duly adopted by the corporation's Board of Directors by the unanimous written consent of its members, filed with the minutes of the Board. in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware:

Article First of the Certificate of Incorporation is amended to read as follows: "The name of the cotporation is XO Domestic Holdings, Inc.

2. In lieu of a meeting of the stockholders, unanimous written consent has been given for the adoption of said amendment in accordance with the npplicablc provisions of Section 228 and Section 242 of the General Corporation Law of the State ofDelaware. Dated: September tip , 2000. NEX'fLINK Domestic Holdings, Inc.

By:~~~ Print ~ard AtMOn

STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 06:00 PM 09/27/2000 001490328(2T8n1~,tf~lnn of DE Cfttili~olc of Amendmo111J ')/20/00

2'· 60/90'd £t88 lc9 90~ W31SAS NOlll:R:!Qd~) I 1 1Jehware PAGE 1 Tfie :first State

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT r COPY OF THE CERTIFICATE OF AMENDMENT OF "XO DOMESTIC HOLDINGS,

INC. ", CHANGING ITS NAME FROM "XO DOMESTIC HOLDINGS, INC. " TO

"XO COMMUNICATIONS SER.VICES, INC. " 1 FILED IN THIS OFFICE ON THE TWENTY-EIGHTH DAY OF JUNE, A.D. 2004, AT 2:31 O'CLOCK P.M.

!\• . Harriet Smith Windsor, Secretary of State "- 3154937 8100 AUTHENTICATION: 4358932 051005283 DATE: 12-09-05 Jt'll.n!! St:at:e ~orpora!:ions : 14 PM 06/28/2004 :31 PM 06/28/2004 '475335 - 3l54937 FILE STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

XO Domestic Holdings, Inc.

s. corporation organtted and exi.9ting under and by virtue of the General Corporation Law of the State of Delaware. DOES HEREBY CERTIFY:

FIRsT; Tbat at a meeting of the Board of Directors of XO Domestic Holdings, Inc., resolutions were duJy adopted settjng for.th a proposed.·amendment of the Certificate of Jn.corporation of said corporation. declaring said amen.dro.ent to be advJsable and. calling a meeting of the stockholders of said corporation for consideration thereof. The rosoJuHon setting forth the proposed amendment is as follows:

RESOLVED, that the name of the company is hereby changed from "XO Domestic Ho~9ings, Inc." to "XO Co~~¢~~9..9.ns Services, Inc.", effective as of the earliest ~ate p·eri;nissible under the General Corporation Law of the State of Delaware;

RESOLVED. that, itbeing advis11ble &nd b> the best interests of che sole stockholder, that th.e Anicle F.irat of the Company's Certificate of Jncor.poration be amended to read as follows:

"The name of the corporation is XO Communfcation~ Services, Inc."

RF..SOLVED, that each officer.shall have the autborltyto execu.ce anddeUvei: on behalf of the Company, th.e Certificate of Amendment, and any 8ucb agreemenrs, conU'accs. certiflcafe$. bonds, mortgages, deeds, documents and lns(l'Umeots as are or become necessary in accordance with the foregoing resoJudon, and th~ signature of such officer on such officer on such document shall be sufffclenc to bind tbe Company. · SECOND: TI>.at thereafrer, pursuant to resolution of its Board of Directors, a special meetf ng of the stockholders of said corporation was d.uly called and held upon notice Jn accordance with Sectioo 222 oqhe Genera.I Corpor:µion Law of the State of Delaware at which meeting the necessary 11umber of shares aii required by statute were voted in favor of rhe amendment.

TllJRDs That $Sid amendment was duly adopted in accord.once w;tb the provisions of S~tion 242 of the Oenera1 Corporation Law of the State of Del.aware . . FOURTII: That the capital of said corporation shall not be reduced under or by reason of sai.d amendment.

T.NWITNF~S WHEREOF, said XO Dom~stlc Holdings, lnc., has caused this cenfficate to be signed by ~\\\o,.yf\ 'bC>.\l i'~~O..~ .• an Authorized Officer, thi• O>~kl.\ dayof ~i.lt. ,Di~ -

By:~-Authorized fr ~ Title: ~~ CED Namo: William· &arrthan Print or Type

·.I 'IJefaware PAGE 1 'Ifie ~irst State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF

DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND

CORRECT COPY OF THE CERTIFICATE OF CONVERSION OF A DELAWARE

CORPORATION UNDER THE NAME OF "XO COMMUNICATIONS SERVICES, INC."

TO A DELAWARE LIMITED LIABILITY COMPANY, CHANGING ITS NAME FROM

"XO COMMUNICATIONS SERVICES, INC. " TO "XO COMMUNICATIONS

SERVICES, LLC", FILED IN THIS OFFICE ON THE THIRTIETH DAY OF

AUGUST, A.D. 2011, AT 6:35 O'CLOCK P.M.

Jeffrey W. Bullock, Secretary of State 3154937 8100V C TION: 9001019

110966974 DATE: 08-30-11 You may verify thi6 certificate online at cozp.delaware.gov/authver.6html State of Delaware Secretary of State Division 0£ Corporatioms Delivered 06:35 PM 08/30/2011 FILED 06:35 PM 08/30/2011 SRV 110966974 - 3154937 FILE

STATE OF DELAWARE CERTIFICATE OF CONVERSION FROM A CORPORATION TO A LIMITED LIABILITY COMPANY PURSUANT TO SECTION 18-214 OF THE LIMITED LIABILITY ACT

1.) The jurisdiction where the Corporation first formed is DELAWARE

2.) The jurisdiction immediately prior to filing this Certificate is DELAWARE .

3.) The date the corporation first fo1TI1ed is_l_/5_12_0_00______

4.) The name of the Corporation immediately prior to filing this Certificate is XO COMMUNICATIONS SBRVIC.ES, lNC

5.) The name of the Limited Liability Company as set forth in the Certificate of Formation is XO COMMUNICATIONS SERVICES, Ll.C .

IN WITNESS WlfEREOF, the undersigned have executed this Certificate on the 30 day of AUGUST , A.D.---- 2011

By: l...rau rui!/i Authorized Person

Name: Laura W. THOMAS Print or Type

EXHIBIT C

VERIZON COMMUNICATIONS INC.

Verizon Business Global LLC Pre-Restructuring

MCI Communications Corporation

Verizon Business Network Services Inc.

XO Communications, LLC (Delaware )

MCI International, Inc.

MCI International XO Communications Services, Inc. Services, LLC (Delaware )

MCI International Telecommunications Corporation

Terremark Worldwide, Inc.

MCI Broadband Solutions, inc.

MCI Communications Services, Inc.

All ownership interests are 100% unless otherwise noted. Rearrangements not subject to Commission review are not included in the diagrams.

EXHIBIT D

VERIZON COMMUNICATIONS INC.

Verizon Business Global LLC

MCI Communications Corporation Post-Restructuring

Verizon Business Network Services Inc.

MCI International, Inc.

MCI International Services, Inc.

MCI International Telecommunications Corporation

Terremark Worldwide, Inc.

MCI Broadband Solutions, inc.

MCI Communications Services, Inc.

XO Communications Services, LLC (Delaware )

All ownership interests are 100% unless otherwise noted. Rearrangements not subject to Commission review are not included in the diagrams.