F I N A L D R A F T

BEFORE THE FEDERAL COMMUNICATIONS COMMISSION WASHINGTON, D.C. 20554

In the Matter of ) ) Application by SBC Communications Inc., ) Telephone Company, and ) Communications Services, ) CC Docket No. ______Inc. d/b/a Pacific Bell Long Distance for ) Provision of In-Region, InterLATA Services in ) California )

AFFIDAVIT OF LINDA G. YOHE

DISTRICT OF ) ) COLUMBIA )

TABLE OF CONTENTS 272 COMPLIANCE AFFIDAVIT

SUBJECT PARAGRAPH PROFESSIONAL EXPERIENCE AND EDUCATIONAL 2 BACKGROUND PURPOSE OF AFFIDAVIT 4

DEVELOPMENTS IN LIGHT OF THE FCC’S SBC 271 6 ORDERS REQUIREMENTS OF SECTION 272(a)1 OF THE ACT 7

REQUIREMENTS OF SECTION 272(b)(1) OF THE ACT 10

REQUIREMENTS OF SECTION 272(b)(3) OF THE ACT 16

REQUIREMENTS OF SECTION 272(b)(4) OF THE ACT 18

REQUIREMENTS OF SECTION 272(c)(1) 20

PRODUCT DEVELOPMENT 29

REQUIREMENTS OF SECTION 272(e)(1) OF THE ACT 31 F I N A L D R A F T

SUBJECT PARAGRAPH REQUIREMENTS OF SECTION 272(e)(2) OF THE ACT 38

REQUIREMENTS OF SECTION 272(e)(3) OF THE ACT 42

REQUIREMENTS OF SECTION 272(e)(4) OF THE ACT 44

REQUIREMENTS OF SECTION 272(g) OF THE ACT 46

SBC’s SECTION 272 COMPLIANCE PROGRAM 49

CONCLUSION 56

SERVICES SBCS DOES/WILL OBTAIN FROM ATTACHMENT A SHARED SERVICES AFFILIATE FORMAT FOR INFORMATION DISCLOSURES ATTACHMENT B PURSUANT TO SECTION 272(e)(1) LETTER DATED MARCH 20, 2000 ATTACHMENT C

LETTER DATED JULY 18, 2000 ATTACHMENT D

272 COMPLIANCE INFORMER MESSAGE FROM ATTACHMENT E STATE PRESIDENTS 272 WEBSITE – TRAINING SCHEDULE ATTACHMENT F

LETTER DATED AUGUST 21, 2000 ATTACHMENT G

EMPLOYEE COMPLIANCE GUIDE ATTACHMENT H

2 F I N A L D R A F T

I, Linda G. Yohe, being of lawful age and duly sworn upon my oath, do hereby depose and state as follows:

1. My name is Linda G. Yohe. My current business address is 1401 I Street NW, Suite

1100, Washington, D.C. 20005. I am Executive Director-Federal Regulatory for SBC

Telecommunications, Inc. I have federal regulatory responsibilities for certain structural

separation issues for SBC Communications Inc. (“SBC”).

PROFESSIONAL EXPERIENCE AND EDUCATIONAL BACKGROUND

2. I received a Bachelor of Business Administration degree in Accounting from Stephen F.

Austin State University in 1978. In 1985, I received a Masters of Business

Administration degree from Southern Methodist University. I have over 22 years of

experience with Southwestern Bell Telephone Company (“SWBT”) and SBC, during

which I have held numerous management positions in the Finance, Information Services,

External Affairs, Marketing and Regulatory organizations. In 1999, I accepted my current

assignment.

3. I am a member of SBC’s 272 Oversight Team and am familiar with the requirements

adopted by the Federal Communications Commission (“FCC” or “Commission”) in its

Non-Accounting Safeguards Order and other orders issued in CC Docket No. 96-149.1 In

these capacities, I am among those responsible for ensuring that SBC complies with the

non-accounting obligations set forth in Section 272 of the Federal Telecommunications

Act of 1996 (“the Act”).

1 First Report and Order and Further Notice of Proposed Rulemaking, Implementation of the Non-Accounting Safeguards of Sections 271 and 272 of the Communications Act of 1934, as amended, 11 FCC Rcd 21905, (1996) (“Non-Accounting Safeguards Order”).

1 F I N A L D R A F T

PURPOSE OF AFFIDAVIT

4. In order for the FCC to approve SBC's California 271 application, it must find, pursuant

to Section 271(d)(3)(B), that "the requested authorization will be carried out in

accordance with the requirements of [S]ection 272." The purpose of my affidavit is to

demonstrate that Pacific Bell Telephone Company ("Pacific Bell"), in its relationship with

Southwestern Bell Communications Services, Inc. doing business as Pacific Bell Long

Distance ("SBCS"), the Section 272 affiliate designated by SBC to provide in-region

interLATA services originating in California when authorized to do so, will operate in

accordance with that authorization by complying with the structural separation

requirements and nondiscrimination safeguards (i.e., Non-Accounting Safeguards) of

Section 272 of the Act.2

5. As noted, my affidavit principally covers compliance with the Section 272 Non-

Accounting Safeguards. The Affidavit of Robert Henrichs discusses Pacific Bell’s

compliance with the Section 272 Accounting Safeguards. The Affidavit of Joe Carrisalez

addresses Section 272 compliance by SBCS.

DEVELOPMENTS IN LIGHT OF THE FCC’S SBC 271 ORDERS

6. In its January 22, 2001 SBC Kansas/Oklahoma Order3 granting SBC’s Kansas and

Oklahoma joint 271 application, the FCC concluded that SBC had demonstrated its

compliance with Section 272 of the Act and with the FCC’s rules implementing Section

2 Any Pacific Bell affiliate designated to provide in-region interLATA services originating in California or other SBC in-region states will be subject to the same Section 272 requirements as the affiliate described in this application. 3 Memorandum Opinion and Order, Application by SBC Communications Inc., Southwestern Bell Telephone Company, and Southwestern Bell Communications Services, Inc. d/b/a Southwestern Bell Long Distance Pursuant to Section 271 of the Telecommunications Act of 1996 to Provide In-Region, InterLATA Services in Kansas and Oklahoma, CC Docket No. 00-217, FCC 01-29, ¶¶ 256-265 (rel. Jan. 22, 2001) (“SBC Kansas/Oklahoma Order”).

2 F I N A L D R A F T

272. The material statements of fact made in this affidavit are the same as those that were

made in my affidavit filed in support of SBC’s Kansas and Oklahoma joint 271

application. Pacific Bell maintains the same structural separation and nondiscrimination

safeguards in California as SWBT does in Kansas, Oklahoma and Texas. These

circumstances provide additional support for the FCC’s determination that SBC will

operate in accordance with the structural separation requirements and nondiscrimination

safeguards of Section 272 of the Act.

REQUIREMENTS OF SECTION 272(a)(1) OF THE ACT

7. Section 272(a)(1) requires that Bell Operating Companies (“BOCs”), such as Pacific Bell,

be separate from any affiliate that provides certain interLATA services, and that the

separate affiliate meets the requirements of subsection (b) of Section 272.

8. SBCS is completely separate from Pacific Bell, the BOC seeking Section 271 relief in the

state of California. Pacific Bell is a corporation organized under the laws of the state of

California and is a wholly owned subsidiary of Group (“PTG”), which is

wholly owned by SBC. Pacific Bell does not own any stock of SBCS; correspondingly,

SBCS does not own any stock of Pacific Bell, as described in the Affidavit of Joe

Carrisalez.

9. Pacific Bell provides various telecommunications and related services in California,

including:

i. Telephone exchange service;

ii. IntraLATA telephone toll service;

iii. Exchange access service;

iv. Resold local exchange services, unbundled network elements and

interconnection; 3 F I N A L D R A F T

v. Operator services and certain other regulated (and non-regulated) services .

The Affidavit of Joe Carrisalez addresses the establishment of and the provision of

services by the separate Section 272 affiliate in accordance with Section 272(a).

REQUIREMENTS OF SECTION 272(b)(1) OF THE ACT

10. Section 272(b)(1) of the Act provides that the required separate affiliate “shall operate

independently from the BOCs.”

11. Pacific Bell and SBCS have operated independently from each other and, for as long as

the requirements of Section 272 and related Commission regulations remain in effect,

will continue to do so. While Congress did not specify what it meant by the term

“operate independently,” the FCC, in its December, 1996, Non-Accounting Safeguards

Order and in subsequent orders, set out four restrictions under the operating

independently standard: 1) no joint BOC-Section 272 affiliate ownership of switching

and transmission facilities, 2) no joint BOC-Section 272 affiliate ownership of the land

and buildings on which such facilities are located, 3) no provision by the BOC or by any

other non-Section 272 affiliate of Operations, Installation & Maintenance (“OI&M”)

services with respect to the Section 272 affiliate’s switching and transmission facilities,4

and 4) no provision by the Section 272 affiliate of OI&M services with respect to the

BOC’s switching and transmission facilities. Pacific Bell complies with all of these

requirements.

12. Where SBCS will provide its own in-region interLATA long distance products and

services in California by reselling wholesale network services obtained from one or more

4 Memorandum Opinion and Order, Application of BellSouth Corp., BellSouth Telecommunications., Inc., and BellSouth Long Distance, Inc., for Provision of In-Region, InterLATA Services in Louisiana, 13 FCC Rcd 20599 (1998) (“Second Louisiana Order”).

4 F I N A L D R A F T

unaffiliated, underlying carriers, the unaffiliated carrier(s) will perform the OI&M

functions of its own switching and transmission facilities. In those instances where SBCS

owns or leases its switching and transmission facilities, SBCS will either perform OI&M

itself or contract with an unaffiliated party to provide OI&M, for as long as the

Commission’s OI&M prohibition remains in effect.

13. Pacific Bell and its non-Section 272 affiliates do not perform any OI&M functions

associated with SBCS’s switching or transmission facilities, and they will not perform

such functions for as long as they are prohibited from doing so by the Commission. In

addition, SBCS does not provide OI&M services in connection with Pacific Bell’s

switching and transmission facilities, and will not do so for as long as such services

remain prohibited under Section 272 as interpreted by the Commission.

14. Notwithstanding the OI&M restrictions identified above, Pacific Bell is allowed to obtain

such OI&M services from a Section 272 affiliate regarding sophisticated equipment in the

event they purchase such equipment from a Section 272 affiliate.5 At this time, Pacific

Bell has no existing plans to purchase such sophisticated equipment from SBCS or to

have SBCS install or maintain such equipment for Pacific Bell.

15. SBCS may negotiate with Pacific Bell on an arm’s length basis to obtain transmission and

switching facilities from Pacific Bell, to arrange for collocation of facilities, or to provide

or to obtain services other than those expressly prohibited in the Non-Accounting

Safeguards Order.6 To the extent that SBCS and Pacific Bell may enter into such

transactions, they will do so on an arm’s length basis in accordance with the

Commission’s rules and regulations.

5 Non-Accounting Safeguards Order, 11 FCC Rcd at 21984-85, ¶ 164. 6 Id. at 21982-83, ¶¶ 160-161, 21990-91, ¶ 178.

5 F I N A L D R A F T

REQUIREMENTS OF SECTION 272(b)(3) OF THE ACT

16. Section 272(b)(3) of the Act provides that the required separate affiliate “shall have

separate officers, directors and employees from the [BOC] of which it is an affiliate.”

17. In its Non-Accounting Safeguards Order, the FCC concluded that this requirement simply

dictates that the same person may not serve simultaneously as an officer, director or

employee of both a BOC and its Section 272 affiliate.7 Further, the FCC concluded in its

Second Louisiana Order that BellSouth had made a prima facie showing of compliance

by demonstrating, in accordance with the language of the statute, that the Section 272

affiliate “has separate officers, directors and employees from the Bell operating company

of which it is an affiliate.”8 SBCS has separate officers, directors and employees who do

not and will not serve simultaneously as officers, directors or employees of Pacific Bell.

Pacific Bell and SBCS have separate sets of officers who make independent operational

decisions for their respective companies, and such officers operate under the oversight of

separate boards. The Affidavit of Joe Carrisalez provides, as an attachment, a list of the

present officers and directors of Pacific Bell and SBCS; no name appears simultaneously

on a Pacific Bell and SBCS list.

REQUIREMENTS OF SECTION 272(b)(4) OF THE ACT

18. Section 272(b)(4) requires that the Section 272 separate affiliate may not obtain credit

under any arrangement that would permit a creditor, upon default, to have recourse to the

assets of a BOC.

19. Pacific Bell has not co-signed nor will it co-sign any contract or enter into any other

arrangement with SBCS that would allow a creditor to obtain recourse to any of Pacific

7 Id. 21990-91, ¶ 178. 8 Second Louisiana Order, 13 FCC Rcd 20789, ¶ 329.

6 F I N A L D R A F T

Bell’s assets in the event of default by SBCS. I have verified with corporate treasury at

SBC that Pacific Bell is not a co-signor to any agreement extending credit to SBCS.

REQUIREMENTS OF SECTION 272(c)(1)

20. Section 272(c)(1) of the Act requires that a BOC not discriminate in favor of its Section

272 affiliate in the provision or procurement of goods, services, facilities and information

or in the establishment of standards.

21. Pacific Bell will not discriminate in favor of SBCS in the provision or procurement of

goods, services, facilities and information, or in the establishment of standards. Pacific

Bell will make available to unaffiliated entities all goods, services, facilities and

information that Pacific Bell provides to SBCS (other than joint marketing) in a manner

consistent with Section 272 and the Non-Accounting Safeguards Order. Where Pacific

Bell offers services or facilities on a tariffed basis, they will be provided to SBCS at the

same rates, and on the same terms and conditions, as are available to nonaffiliated entities

under the applicable tariffs.

22. Pacific Bell will provide unaffiliated interexchange carriers with the same exchange

access, interconnection, collocation, unbundled network elements, access to operating

support systems and resold services that it may provide to SBCS and will do so by using

the same service parameters, such as interfaces, intervals, standards, procedures and

practices used to serve other carriers.

23. Pacific Bell has not transferred ownership of its Official Services Network to SBCS. To

the extent that Pacific Bell may contemplate doing so, it will ensure that its Section 272

affiliate and unaffiliated entities have an equal opportunity to obtain ownership of this

facility, pursuant to the Non-Accounting Safeguards Order. Also, Pacific Bell currently

7 F I N A L D R A F T

does not and will not use its Official Services Network except as is permissible by the Act

or for those services previously authorized under the Act as described in Section 271(f).

24. Pacific Bell has established an account team, based in California, which services the

SBCS account in the same manner as the SBC BOC account teams service other

interexchange carriers of similar size. SBCS must direct any request for goods, services,

facilities and information of Pacific Bell through its assigned account team, just as

AT&T, WorldCom, Sprint and other similarly situated carriers do. The SBC BOC

account team for SBCS coordinates Section 272 compliance issues directly with the 272

Oversight Team to ensure compliance with all aspects of Section 272.

25. In addition, Pacific Bell will not disclose any individually identifiable Customer

Proprietary Network Information (“CPNI”) to SBCS except to the extent such disclosure

is consistent with Section 222 of the Act and Commission rules.

26. The FCC explicitly declined to prohibit the sharing of services other than OI&M services.

To the contrary, the FCC endorsed this sharing to encourage the type of economies of

scale and scope that lead to a fully competitive marketplace.9 This is consistent with the

fact that Congress did not require regional Bell companies to operate Section 272

affiliates separately from those holding companies, only that they be operated

independently from the BOCs.

27. Pacific Bell and other SBC affiliates therefore may provide SBCS any services not barred

by the FCC, including administrative and other services. If Pacific Bell provides such

services to SBCS, it will provide the same services to other entities in accordance with

the terms of the Non-Accounting Safeguards Order, in a non-discriminatory manner and

pursuant to the same rates, terms, and conditions. If a shared services affiliate (i.e., a

9 Non-Accounting Safeguards Order, 11 FCC Rcd at 21990-93, ¶¶ 178-182. 8 F I N A L D R A F T

non-BOC affiliate that provides services to the SBC family of companies and not to third

parties) provides SBCS administrative services, the nondiscrimination requirements of

section 272(c)(1) do not attach to those services. [Attachment A outlines the services

SBCS either currently obtains or plans to obtain from shared services affiliates.]

However, if the shared services affiliate uses any BOC goods, services, facilities or

information to provide services to SBCS, the BOC will make these “inputs” available on

a nondiscriminatory basis. In addition, under Section 272(g), Pacific Bell and other of its

SBC affiliates may provide joint marketing services to SBCS, on an exclusive basis after

Section 271 relief in each respective state, because the provision of such services is not

subject to Section 272(c)(1).10

28. In order to ensure that BOC non-public information is appropriately safeguarded by

certain employees in shared services affiliates, SBC’s 272 Oversight Team has adopted a

policy requiring “siloing” of employees who perform services for a Section 272 affiliate

such as SBCS, i.e., separation of these employees from employees with access to BOC

non-public information. To the extent that there may be a risk of sharing BOC non-

public information with employees performing services for SBCS implementing this

control will help to ensure continued compliance with 272(c)(1), as it relates to Pacific

Bell’s non-public information.

10 Id. at 22048, ¶ 296.

9 F I N A L D R A F T

PRODUCT DEVELOPMENT

29. For as long as FCC rules require, to the extent that Pacific Bell plans, develops or designs

new services for or with SBCS, it will also plan, develop or design new services with

other entities on a nondiscriminatory basis, in accordance with the Non-Accounting

Safeguards Order.11 Pacific Bell’s policy is to develop services for unaffiliated

interexchange carriers on a nondiscriminatory basis.

30. Pacific Bell will continue to participate in public standards-setting bodies and will also

continue to negotiate interconnection arrangements on a nondiscriminatory basis with any

requesting telecommunications carrier. Pacific Bell will not discriminate in favor of

SBCS in the establishment of any standards, including but not limited to industry-wide

standards, that affect the interconnection or interoperability of public network operations.

New local exchange or exchange access services and new interfaces that affect

interconnection or interoperability, including any carrier-specific interfaces that Pacific

Bell may introduce, will be made available to all carriers at the same time and on the

same terms and conditions as they are made available to SBCS.

REQUIREMENTS OF SECTION 272(e)(1) OF THE ACT

31. Section 272(e)(1) provides that a BOC shall fulfill any request for exchange service and

exchange access services within a period no longer than the period in which it provides

such telephone exchange and exchange access to itself or its affiliate.

32. Pacific Bell will fulfill equivalent service requests received for telephone exchange and

exchange access service from SBCS and from nonaffiliated entities within equivalent

intervals, as required by the Non-Accounting Safeguards Order.12 Requests of a similar

11 Id. at 21987, ¶ 169. 12 Non-Accounting Safeguards Order, 11 FCC Rcd at 22019, ¶ 240.

10 F I N A L D R A F T

size, level of complexity and geographic location will be fulfilled on an equivalent basis,

using the same organizations and systems. Service requests received from nonaffiliated

entities will be fulfilled within a period of time no longer than the period within which

Pacific Bell respond to an equivalent request from SBCS.

33. For example, Pacific Bell will respond to requests from SBCS for initial installation

requests, subsequent requests for improvement, upgrades or modifications of service, or

repair and maintenance of exchange and exchange access services, with the same terms

and conditions as are available to unaffiliated telecommunications carriers, using the

industry standard formats. Due date intervals will be assigned on a non-discriminatory

basis in accordance with published standards, except for orders that exceed specified

quantities, in which case Pacific Bell will negotiate interval parameters with SBCS or the

unaffiliated carrier on a nondiscriminatory basis. Pacific Bell will not favor SBCS in

conducting such negotiations.

34. Similarly, Pacific Bell will not discriminate in favor of SBCS with regard to requests for

exchange or exchange access in the installation, maintenance and repair of exchange

access services. Pacific Bell will use the same procedures, systems, and personnel to

maintain and repair comparable services, regardless of which carrier or customer is

receiving the service.

35. All interexchange carriers, including SBCS, use or will use the same centralized repair

centers for reporting trouble to Pacific Bell. In establishing repair commitments, Pacific

Bell will accord priority, in accordance with the National Security Emergency

Preparedness guidelines, to trouble reports for known critical services, such as hospitals

and police and fire departments. Non-critical trouble tickets will be handled on a first-in,

11 F I N A L D R A F T

first-out basis, with priority given to total outages. Technicians will be dispatched based

upon commitment intervals and not by the identity of the carrier.

36. Pacific Bell will not discriminate between SBCS and unaffiliated interexchange carriers

in the processing of presubscribed interexchange carrier (“PIC”) change orders.

37. The Affidavit of Gwen S. Johnson addresses Pacific Bell’s performance measurements

system applicable to its provision of nondiscriminatory access to unbundled network

elements and interconnection services which will assist in confirmation of

nondiscriminatory performance in Pacific Bell’s dealings with its Section 272 affiliates.

Consistent with SBC’s Texas 271 application and SBC’s Kansas and Oklahoma joint 271

application,13 SBC will provide the information proposed by the FCC in its Further

Notice of Proposed Rulemaking in CC Docket No. 96-149 [Attachment B] in connection

with Section 272(e)(1).

REQUIREMENTS OF SECTION 272(e)(2) OF THE ACT

38. Section 272(e)(2) requires that a BOC provide unaffiliated carriers with the same goods,

services, facilities and information regarding exchange access that the BOC provides to

its Section 272 affiliate.14

39. Pacific Bell will not discriminate between SBCS and unaffiliated providers with regard to

any goods, services, facilities or non-public information covered by Section 272(e)(2).

For example, Pacific Bell will not discriminate regarding the dissemination of technical

information and interconnection standards related to exchange access services. Pacific

Bell will provide any required public notice of network changes that will affect a

competing telecommunications carrier’s performance or ability to provide service or will

13 SBC Texas Order, n. 1198; SBC Kansas/Oklahoma Order, n. 816. 14 Id. at 22023-24, ¶ 248.

12 F I N A L D R A F T

affect Pacific Bell’s interoperability with other telecommunications carriers. Distribution

will be made to all entities requesting notice, all interconnecting carriers, and all entities

on Pacific Bell’s distribution lists for technical information and interconnection

standards. Until public notice has been given in accordance with the FCC’s rules, Pacific

Bell will not disclose to SBCS, or to any other affiliated or unaffiliated

telecommunications carrier, information about planned network changes that are subject

to the FCC’s network disclosure requirements.

40. Pacific Bell does not and will not disclose to SBCS, without the consent of the carrier

involved, any unaffiliated carrier’s proprietary information, including, but not limited to,

carrier proprietary information about network configuration or interconnection

arrangements, exchange access usage, customer preferred interexchange carrier

selections, and purchases of telephone exchange services or network elements from

Pacific Bell.

41. For as long as SBCS is required to be a separate affiliate, Pacific Bell will not provide any

goods, facilities, services, or information concerning its provision of exchange access to

SBCS unless such goods, facilities, services, or information are made available to other

providers of interLATA telecommunications services in that market on the same terms

and conditions. If SBCS purchases exchange access services from Pacific Bell, then

SBCS will purchase such services on rates, terms and conditions available to other

providers of interLATA telecommunications services and in a manner consistent with

applicable state and federal regulatory requirements.

13 F I N A L D R A F T

REQUIREMENTS OF SECTION 272(e)(3) OF THE ACT

42. Section 272(e)(3) requires that a BOC charge its Section 272 affiliate or impute to itself

rates for telephone exchange service and exchange access that are no less than the rate

charged to any unaffiliated interexchange carrier.

43. Currently, SBCS purchases telecommunications services from Pacific Bell at the same

rates, terms, and conditions (including volume and term discounts) as are available to

unaffiliated providers. SBCS will continue to purchase services from Pacific Bell at the

same rates, terms and conditions as are available to unaffiliated providers.

REQUIREMENTS OF SECTION 272(e)(4) OF THE ACT

44. Section 272(e)(4) requires that if the BOC provides interLATA or intraLATA facilities to

its Section 272 affiliate, then such services will be provided on a nondiscriminatory basis

to unaffiliated interexchange carriers.

45. For as long as SBCS is required to be a separate affiliate, Pacific Bell will provide

interLATA or intraLATA facilities or services to SBCS only if such services or facilities

are made available to all carriers at the same rates and on the same terms and conditions,

and Pacific Bell will record any transactions between Pacific Bell and SBCS in the

manner prescribed in the Accounting Safeguards Order.15 SBCS’s purchases of such

services, if any, will be made in the manner prescribed by the FCC. In all such cases, the

rates, terms, and conditions made available to SBCS will also be made available to all

unaffiliated entities.

15 Report and Order, Implementation of the Telecommunications Act of 1996: Accounting Safeguards Under the Telecommunications Act of 1996, 11 FCC Rcd 17539 (1996) (“Accounting Safeguards Order”).

14 F I N A L D R A F T

REQUIREMENTS OF SECTION 272(g) OF THE ACT

46. Section 272(g)(1) of the Act provides that the Section 272 affiliate “may not market or

sell telephone exchange services provided by the [BOC] unless [the BOC] permits other

entities offering the same or similar service [as the Section 272 affiliate] to market and

sell its telephone exchange services.”

47. If Pacific Bell permits SBCS to market or sell Pacific Bell’s telephone exchange services,

then Pacific Bell will ensure that it complies with the provisions of Section 272(g)(1).

48. When SBCS receives authorization to provide in-region interLATA services in

California, SBC plans to joint market local and long distance service in compliance with

the marketing provisions of Section 272(g) and the Non-Accounting Safeguards Order.16

The FCC evaluated joint marketing issues and equal access issues in its December 24,

1997, South Carolina Order.17 In that Order, the FCC concluded that BellSouth’s

approach to joint marketing, which allowed BellSouth to market its LD affiliate’s service

in full compliance with its equal access obligations, was appropriate under Section

272(g).18 The FCC reaffirmed this approach in its October 13, 1998, Second Louisiana

Order.19 SBC’s joint marketing activities will comply with the approach approved by the

FCC in these orders, for as long as such orders remain in effect.

SBC’s SECTION 272 COMPLIANCE PROGRAM

49. SBC began compliance activities soon after the FCC’s Non-Accounting Safeguards Order

became effective. Several letters from SBC officers have been distributed to employees,

which emphasize the importance of compliance with Section 272 [See Attachments C

16 17 Non-Accounting Safeguards Order, 11 FCC Rcd at 22046-47, ¶¶ 291-292. Memorandum Opinion and Order, Application of BellSouth Corp., et al. Pursuant to Section 271 of the Communications Act of 1934, as amended, To Provide In-Region, InterLATA Services In South Carolina, 13 FCC Rcd 539 (1997) (“South Carolina Order”). 18 Id., 13 FCC Rcd at 670-72, ¶¶ 236-239. 19 Second Louisiana Order, 13 FCC Rcd at 20804-05, ¶ 358. 15 F I N A L D R A F T

and D]. SBC maintains information regarding Section 272 and affiliate transactions on

its corporate policy intranet website. Further, after the FCC grants Section 271

authorization to any SBC BOC in a particular state, the president of the BOC serving that

state will send additional correspondence to employees reminding them of the importance

of continuing to comply with Section 272. Attachment E demonstrates SBC’s

compliance to provide such correspondence to employees from the state presidents as

committed to in SBC’s previous 271 applications.

50. In addition, members of SBC’s 272 Oversight Team have conducted compliance training

in the SBC BOCs’ states and at SNET since the release of the FCC’s Non-Accounting

Safeguards Order. These sessions include employees affected by Section 272, including

SBCS employees and BOC employees providing services to SBCS. Training places

particular emphasis on the meaning and effect of, and the importance of complying with,

the structural separation and non-discrimination obligations set forth in Section 272. At

all sessions, employees are actively solicited to bring issues or questions to the 272

Oversight Team, on an ongoing basis. Written materials are distributed for later reference

or as a refresher.

51. In addition to face-to-face training sessions, the 272 Oversight Team provides training

through a live Web Conference media in which employees can attend via a company

intranet conferencing service aided by training material displayed simultaneously on their

own personal computer screen. This training has been developed in such a manner so as

to ensure that coverage with employees is consistent across SBC subsidiaries and can be

provided in a timely manner.

52. Corporate-wide training sessions continue as of the date of this affidavit and will continue

after 271 authorization is obtained in California. Information regarding 272 training, 16 F I N A L D R A F T

including the current 272 training schedule is posted on SBC’s intranet website, as

demonstrated in Attachment F.

53. SBC’s 272 Oversight Team regularly meets to provide multi-disciplined review of issues

and proposed activities between SBC’s BOCs, including Pacific Bell, and SBC’s Section

272 affiliates, including SBCS, and to undertake any other activity necessary to ensure

company-wide compliance with Section 272 of the Act. This team, consisting of Legal

and Regulatory managers as well as members of the Affiliate Oversight group, has

instituted several measures to ensure consistent review and compliance as described in

paragraphs 49-53.

54. For example, included in the Affidavit of Robert Henrichs is a copy of a letter that directs

all managers to coordinate with the 272 Oversight Team before engaging in any affiliate

transactions or other joint activities between existing or planned Section 272 subsidiaries

and any other SBC affiliate. In addition, letters have been distributed to officers and

senior managers describing the importance of Section 272 compliance and encouraging

managers to attend training sessions on the subject [See Attachment G].

55. Prior to SBCS offering interLATA services in California pursuant to authorization by the

FCC, the 272 Oversight Team will arrange to provide the attached employee compliance

guide [see Attachment H] to employees of SBC, Pacific Bell, SBCS, and other affiliates,

who need to know or should know the Section 272 compliance requirements. The

employee compliance guide is currently available to employees through SBC’s corporate

policy intranet website as demonstrated in Attachment F.

CONCLUSION

56. Pacific Bell maintains the same structural separation and nondiscrimination safeguards in

California as SWBT does in Kansas, Oklahoma and Texas. Consequently, the FCC 17 F I N A L D R A F T should conclude for California - as it did for SWBT in Kansas, Oklahoma and Texas – that Pacific Bell and SBCS will operate in compliance with Section 272 and the FCC’s rules implementing Section 272.

This concludes my affidavit.

18