Control Number: 40504

Item Number: 1

Addendum StartPage: 0 ^l5d^ COPY • CCC XiC

June 21, 2012 .^v..

Central Records Filing Clerk Public Utility Commission of 1701 N. Congress Avenue PO Box 13326 Austin, Texas 78711-3326

RE: APPLICATION FOR CERTIFICATION- REQUEST FOR SERVICE PROVIDER CERTIFICATE OF OPERATING AUTHORITY

The accompanying sworn application material, issued by CoBridge Communications, LLC dba Fidelity Communications is sent to you for filing and is in compliance with the Commission's Procedural Rules.

• An original and six (6) copies of the application and exhibit materials are enclosed. Additionally the Applicant has filed this Application electronically as required A copy has been mailed to the Commission on State Emergency Communications as directed.

Questions concerning this filing may be directed to the undersigned on 301-842-1437 or tfireccggmyactv.. Respectfiilly`b^,^^ sub -

Terri K. Firestein Consultant on behalf of CoBridge Communications, LLC dba Fidelity Communications

Enclosures

cc: David Beier, Fidelity Communications Commission on State Emergency Communications

0 10806 ^'rawsA- d&tt,o- R..t, C[^w. cW.rq.. WD 27722 AFFIDAVIT

STATE OF § § COUNTY OF F iQ PrN K t-in1 §

1. My name is David N. Beier. I am Vice President-Regulatory of the Applicant CoBridge Communications, LLC d/b/a Fidelity Communications.

2. I swear or affirm that I have personal knowledge of the facts stated in this Application for a Service Provider Certificate of Operating Authority, that I am competent to testify to them, and that I have the authority to make this Application on behalf of the Applicant. I further swear or affirm that all of the statements and representations made in this Application for a Service Provider Certificate of Operating Authority are true and correct. I swear or affirm that the Applicant understands and will comply with all requirements of law applicable to a Service Provider Certificate of Operating Authority.

Signature • ^`^trP( Typed or Printed Name

SWORN TO AND SUBSCRIBED before me on the day of ^tla , 201,;?.

Notaiy Pu icj In and For the State of l(^T ! 5^^^fi3^ i^^

My commission expires:

KALYN R. CENTER Notary Public-Notary Seal State Of Missourl Franklin County My Commission Expires November 4, 2014 Commission * 10427483 Public Utility Commission of Texas 1701 N. Congress Avenue P. O. Box 13326 r-9 Austin, Texas 78711-3326 L^ 512 / 936-7000 • (Fax) 936-7003 Web Site: www.puc.state.tx.us

APPLICATION FOR CERTIFICATION, RE-QUALIFICATION, OR AMENDMENT TO A SERVICE PROVIDER CERTIFICATE OF OPERATING AUTHORITY OR A CERTIFICATE OF OPERATING AUTHORITY

DOCKET/PROJECT NO.

APPLICANT(s): CoBridge Communications, LLC d/b/a Fidelity Communications

Authorized Representative for this Application: NAME: Dave Beier TITLE: VP - Regulatory ADDRESS: 64 N. Clark, Sullivan, MO 63080 TELEPHONE: 573-468-1218 • FAX: 573-468-5440 EMAIL ADDRESS: dave.beier(a),fidelitycommunications.com

Regulatory Representative: NAME: Dave Beier TITLE: VP - Re gulatory ADDRESS: 64 N. Clark, Sullivan, MO 63080 TELEPHONE: 573-468-1218 FAX: 573-468-5440 EMAIL ADDRESS: dave.beier(cr^,fidelitYcommunications.com

Complaint Representative: NAME: Dave Beier TITLE: VP - Regulatory ADDRESS: 64 N. Clark, Sullivan, MO 63080 TELEPHONE: 573-468-1218 FAX: 573-468-5440 • EMAIL ADDRESS: [email protected]

Effective Date 6/23/2011 • Application Page 2, CoBridge Communications, LLC d/b/a Fidelity Communications

1 Check only one of the following Requests: (a) X New SPCOA Application Application Amending SPCOA No. New COA Application Application Amending COA No. (b) If you are filing an amendment, check one or more of the following as requests made in this amendment filing: Name Change Amendment Certification Relinquishment Change in Ownership/Control Service Discontinuation Change in Service Area Change in Type of Provider Corporate Restructuring Other

(c) Provide a summary explanation of all items checked in "b" above.

2 • Application Page 3, CoBridge Communications, LLC d/b/a Fidelity Communications

2. Provide a description of the Applicant, which shall include the following:

(a) Legal name and all assumed names under which the Applicant conducts business, if any; Applicant's legal name is CoBridge Communications, LLC d/b/a Fidelity Communications. Applicant will bill and advertise under the name Fidelity Communications. Applicant requests the SPCOA be issued in the name of Fidelity Communications. See Exhibit E entitled Organizational Documentation.

(b) Address of principal office and business office; Principal office - 64 N. Clark, Sullivan, MO 63080; Local Texas Business Office - 501 E. Grand Ave., Marshall, TX 75670

(c) Principal office/business office telephone number 573-468-8081/903-938-1302 Fax number 573-468-5440 Website address www.fidelitycommunications.com E-mail address [email protected] Toll-free customer service telephone number. 855-262-7434 (If the Applicant has not obtained the toll customer service telephone number at the time of the • Application, the Applicant must commit to obtaining one before beginning business);

(d) FCC Carrier Identification Code (CIC) or National Exchange Carriers Association (NECA) Operating Carrier Numbers (OCNs), if available; Not yet available

(e) Form of business in Texas (e.g., corporation, partnership, sole proprietorship), Charter/Authorization number, date business was formed and date change was made (if applicable). Provide the State and date in which the parent company is registered. Form of business: Limited Liability Company Charter/Authorization number: 0801526216 Date Business was formed in Delaware: 12-22-09 Date Business was qualified as a foreign LLC in Texas: 12-27-11 State of registration of parent company: Missouri Date of registration of parent company: 12-9-88 for Fidelity Communications Co.

rI L • Application Page 4, CoBridge Communications, LLC d/b/a Fidelity Communications

2. Provide a description of the Applicant, which shall include the following, Continued:

(f) A list of the names, titles, phone number and office e-mail address of each director, officer, or partner; President, John E. Colbert, 573-468-1287,[email protected]

Senior Vice President and Chief Operating Officer, Michael T. Davis, 573-468-1289, [email protected]

Vice President, Finance and Chief Financial Officer, John D. Bell, 573-468-1268, [email protected]

Vice President - Regulatory, Dave Beier,573-468-1218, [email protected]

Vice President - Operations, Mark Head, 573-468-1258, mark.head@fidelitycommunications. com

Vice President - Sales, John Paul, 573-426-2626, • [email protected]

Vice President - Customer Care, Marcie Nichols, 573-468-1253, [email protected]

Secretary, Sheldon K. Stock, 314-241-9090, [email protected]

(g) Name, address, and office address of each of the five largest shareholders, if not publicly traded; Fidelity , Inc. - 64 North Clark, Sullivan, MO 63080

(h) Legal name of parent company, if any, and a description of its primary business interests; Fidelity Communications Co. - primarily a provider of telecommunications services, including voice, data and video services.

0 Application Page 5, CoBridge Communications, LLC d/b/a Fidelity Communications is 2. Provide a description of the Applicant, which shall include the following, Continued:

(i) Legal name of all affiliated companies that are public utilities or that are providing telecommunications services and the states in which they are providing service. Give a description of all affiliates and explain in detail the relationship between the Applicant and its affiliates. An organizational chart should be provided, if available.

Affiliates who are public utilities: Fidelity Telephone Co., Missouri, ILEC, brother-sister affiliate

Fidelity Cablevision, Inc., Missouri and Oklahoma, CLEC, IXC and FCC long distance authority, brother-sister affiliate

Fidelity Communication Services I, Inc., Missouri, CLEC, brother-sister affiliate

Fidelity Communication Services II, Inc., Missouri, CLEC, brother-sister affiliate

Fidelity Communication Services III, Inc., Missouri, , North Carolina and Illinois, CLEC, IXC and FCC long distance authority, brother-sister affiliate

Fidelity Long Distance, Inc., Missouri, FCC long distance authority, brother-sister affiliate

Fidelity Networks, Inc., Missouri, FCC long distance authority, brother-sister affiliate

The Organizational Chart is attached as Exhibit A.

0 • EXHIBIT A ORGANIZATIONAL CHART QUESTION #2

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w^C' ;, ^ W^V V w GoV^ °XLa a b ;o w V v w V u wOVaUU ^ w ^ w ^ w ^ w•a ^zU^^z ^ • c°a ci • EXHIBIT E ORGANIZATIONAL DOCUMENTATION QUESTION #2(a)

0 Corporations Section E 0 Hope Andrade P.O.Box 13697 Secretary of State Austin, Texas 78711-3697 coo

^ Office of the Secretary of State

Certificate of Fact

The undersigned, as Secretary of State of Texas, does hereby certify that the document, Application for Registration for CoBridge Communications LLC (file number 801526216), a DELAWARE, USA, Foreign Limited Liability Company (LLC), was filed in this office on December 27, 2011.

It is further certified that the entity status in Texas is in existence.

In testimony whereof, I have hereunto signed my name ^ officially and caused to be impressed hereon the Seal of State at my office in Austin, Texas on May 01, 2012.

0 ^-,`^^'^ E <4 4c--t Hope Andrade Secretary of State

Come visit us on the internet at http://www.sos.state.tx us/ Phone: (512) 463-5555 Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services Prepared by: SOS-WEB TID: 10264 Document: 419737290003 Corporations Section ^P•^ E 0 Hope Andrade P.O.Box 13697 Secretary of State Austin, Texas 78711-3697 A

• Office of the Secretary of State

Certificate of Fact

The undersigned, as Secretary of State of Texas, does hereby certify that the document, Application for Registration for CoBridge Communications LLC (file number 801526216), a DELAWARE, USA, Foreign Limited Liability Company (LLC), was filed in this office on December 27, 2011.

It is further certified that the entity status in Texas is in existence.

In testimony whereof, I have hereunto signed my name • officially and caused to be impressed hereon the Seal of State at my office in Austin, Texas on May 01, 2012.

<4 44,40t Hope Andrade Secretary of State

Come visit us on the internet at http://www.sos.state.tz.us/ Phone: (512) 463-5555 Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services Prepared by: SOS-WEB TID: 10264 Document: 419737290003 • Application Page 6, CoBridge Communications, LLC d/b/a Fidelity Communications

3. State the name and only one name, in which the Applicant wants the Commission to issue its certificate. Provide the following information from the Applicants registration with the Office of the Secretary of State of Texas or registration with another state or county, as applicable: (NOTE: If the Applicant is a corporation, the Commission will issue the certificate in either the Applicant's corporate or assumed name, not both. The certificate holder must use only the name approved by the Commission on all bills and advertisements sent to or viewed by the public. Name Changes require Commission Approval as well as Secretary of State Approval.) (a) Requested name: Fidelity Communications (b) Assumed names: Fidelity Communications (c) Texas Secretary of State (or County) file number: 0801526216 (d) Texas Comptroller's Tax Identification number: 32046210038 (e) Other Applicable certification/file numbers: DE (state of organization) File Number: 4768505 (f) Date the business was registered: Registered as a foreign entity in Texas: December 27, 2011, date of organization in Delaware: December 22, 2009

0 Application Page 7, CoBridge Communications, LLC d/b/a Fidelity Communications

4. (a) Provide a detailed description of the telecommunications services to be provided. Applicant intends to provide business and residential local and long distance service, to provide access to directory assistance, operator services, and 911 emergency services, and to provide telephone number porting, caller ID, white page directory listing and call management feature services. Applicant utilizes its own facilities to provide dial tone control, call set up and routing and call management. Additionally, Applicant will provide interexchange switched access services.

(b) Indicate with a or no response for each item below, whether the Applicant will be providing the following telecommunications services and whether the service will be for business or residential service: Business Residential Y (VOIP)_POTS (Plain Old Telephone Service) x X N cable modem only)_ADSL Y ISDN X N HDSL N SDSL N RADSL N VDSL Y Optical Services X Y T 1-Private Line X • N Switch 56 KBPS (KiloBits Per Second) N Frame Relay N Fractional T1 Y Long Distance X x N Wireless Other (Please Describe):

0 • Application Page 8, CoBridge Communications, LLC d/b/a Fidelity Communications

5. (a) Is the Applicant providing prepaid calling services? No

(b) If yes to (a), provide a yes or no response to the list of telecommunications services below:

Residential Prepaid Local Calling Services Business Prepaid Local Calling Services Residential Prepaid Domestic Long Distance Calling Services Business Prepaid Domestic Long Distance Calling Services Residential Prepaid International Long Distance Calling Services Business Prepaid International Long Distance Calling Services

0 • Application Page 9, CoBridge Communications, LLC d/b/a Fidelity Communications

6. (a) Indicate below the type of certification being requested: Facilities-based, Data, and Resale X Facilities-based and Resale Resale Only Data Only - Facilities-based and Resale Data Only - Resale Only

LJ • Application Page 10, CoBridge Communications, LLC d/b/a Fidelity Communications

7. Provide a written description of the exchanges, local access and transportation areas (LATAs), or incumbent local exchange company (ILEC) service areas or attach a scaled map of the geographic area for which the certificate is requested within the State of Texas that the Applicant proposes to serve. Applicant proposes to serve the AT&T incumbent local exchange company service area within the State of Texas including the Cities of Marshall, Hallsville, Jefferson, Atlanta, Carthage and Queen City and portions of the unincorporated areas surrounding these cities, including Cass, Marion and Harrison counties.

0 ^ Application Page 11, CoBridge Communications, LLC d/b/a Fidelity Communications

8. Does the Applicant, owner, or any affiliate currently hold a service provider certificate of operating authority (SPCOA), certificate of operating authority (COA), or certificate of convenience and necessity (CCN) for any part of the area covered by this Application? No, neither Applicant, owner or affiliate currently holds a SPCOA, COA or CNN.

0 • Application Page 12, CoBridge Communications, LLC d/b/a Fidelity Communications

9. (a) Does the Applicant expect to provide service to customers other than itself and its affiliates? Yes it does. Has the Applicant provided one copy of this Application to the Texas Commission on State Emergency Communications (a.k.a. 911 Commission) within 5 days of submitting the application? Yes a copy of this Application has been provided to Commission on State Emergency Communications, Accounts Payable Section at 333 Guadalupe Street, Suite 2-212, Austin, Texas 78701- 3942.

(b) If you are relinquishing the certificate have you also sent a copy of the application to all affected 911 entities within 5 days of submitting the application?

(c) As part of the Application provided to the 911 Commission and this commission, has the applicant provided the following information concerning its 911 contact person as required in Substantive Rule No. 26.433(e)(2)(a)? Yes (You may provide up to three 911 contacts per company) Applicant's 911 contact is:

Name: Mark Head Title: Vice President - Operations Address: 64 N. Clark, Sullivan, MO 63080 • Office Number: 573-468-1258 Fax Number (Optional): Email Address: mark.head(a-),fidelitycommunications.com

0 • Application Page 13, CoBridge Communications, LLC d/b/a Fidelity Communications

10. (a) Is the Applicant a municipality? No, Applicant is not a municipality

(b) Will the Applicant enable a municipality or municipal electric system to offer for sale to the public, directly or indirectly, local exchange telephone service, basic local telecommunications service, switched access service, or any non-switched telecommunications service used to provide connections between customers' premises within an exchange or between a customer's premises and a long distance provider serving the exchange? No, Applicant will not enable a municipality or municipal electric system to offer for sale to the public, directly or indirectly, local exchange telephone service, basic local telecommunications service, switched access service, or any non-switched telecommunications service used to provide connections between customers' premises within an exchange or between a customer's premises and a long distance provider serving the exchange.

0 • Application Page 14, CoBridge Communications, LLC d/b/a Fidelity Communications

11. (a) APPLICABLE TO SPCOA APPLICANTS ONLY. Report total intrastate switched access minutes of use for the Applicant, together with its affiliates, for the twelve-month period beginning sixteen months before the first day of the month in which this Application is filed. (In calculating minutes of use for this question, include minutes of all entities affiliated with the Applicant.) Total intrastate switched access minutes of use for Applicant, together with its affiliates, for calendar year 2011 equals 88,361,384.

(b) APPLICABLE TO SPCOA APPLICANTS ONLY. Identify all affiliates whose minutes of use are included in the calculation required in 11(a). Fidelity Telephone - 42,777,407 Fidelity Communications I, Inc. - 30,709,173 Fidelity Communications II, Inc. - 2,046,401 Fidelity Communications III, Inc. - 749,519 Fidelity Cablevision, Inc. - 12,078,884 Total - 88,361,384

r1 • Application Page 15, CoBridge Communications, LLC d/b/a Fidelity Communications

12. (a) Has the Applicant, its owners, or any affiliate applied for a permit, license, or certificate to provide telecommunications services in any state other than Texas? If yes, identify the affiliates, what permit, license, or certificate they have applied for, and the state(s) in which they have applied. Yes, the Applicant, its owners, and affiliate have applied for a permit, license, or certificate to provide telecommunications services in states other than Texas. See summary below:

Fidelity Telephone Co., Missouri, ILEC;

Fidelity Cablevision, Inc., Missouri and Oklahoma, CLEC and IXC certificate and FCC 214 International long distance authority;

Fidelity Communication Services I, Inc., Missouri, CLEC certificate;

Fidelity Communication Services II, Inc., Missouri, CLEC certificate;

Fidelity Communication Services III, Inc., Missouri, Georgia, North Carolina and Illinois, CLEC and IXC certificate and FCC 214 International long distance authority;

Fidelity Long Distance, Inc., Missouri, FCC 214 International long distance authority;

Fidelity Networks, Inc., Missouri, FCC 214 International long distance authority.

q • Application Page 16, CoBridge Communications, LLC d/b/a Fidelity Communications 12. Continued

(b) Has the Applicant, its owners, or any affiliate ever had a permit, license, or certificate to provide telecommunications services granted by any state, including Texas? If yes, identify the affiliates, what permit, license, or certificate they have and when they were held and the state(s) in which they are held. Provide an explanation. Yes, Applicant, its owners and affiliates have had permits, licenses and certificates granted by several states and the FCC but not in Texas, this is the first application in Texas. A summary is listed below:

Fidelity Telephone Co., Missouri, existing ILEC certificate;

Fidelity Cablevision, Inc., Missouri and Oklahoma, existing CLEC and IXC certification, and FCC 214 International long distance authority;

Fidelity Communication Services I, Inc., Missouri, existing CLEC certification;

Fidelity Communication Services II, Inc., Missouri, existing CLEC certification;

• Fidelity Communication Services III, Inc., Missouri, Georgia, North Carolina and Illinois, existing CLEC and IXC certification and FCC 214 International long distance authority;

Fidelity Long Distance, Inc., Missouri, existing FCC 214 International long distance authority;

Fidelity Networks, Inc., Missouri, existing FCC 214 International long distance authority. • Application Page 17, CoBridge Communications, LLC d/b/a Fidelity Communications

12. Continued (c) Has the Applicant, its owners, or any affiliate ever had any permit, license, or certificate denied or revoked by any state? If yes, identify the affiliates, what permit, license, or certificate they had revoked, and the state(s) in which they were revoked. Provide an explanation. No, Applicant, its owners and affiliates have never had any permit, license, or certificate denied or revoked by any state.

(d) Has the Applicant, its owners, or any affiliate ever provided telecommunications services in Texas or any other state? If yes, identify the affiliates, what permit, license, or certificate they may have held, and the state(s) in which they provided service. Yes Applicant, its owners and affiliates currently provide telecommunications services in several states but not in Texas. See summary below:

Fidelity Telephone Co., existing ILEC certificate, Missouri;

Fidelity Cablevision, Inc., existing CLEC and IXC certification, and FCC 214 International long distance authority, Missouri and Oklahoma;

Fidelity Communication Services I, Inc., existing CLEC certification, Missouri;

Fidelity Communication Services II, Inc., existing CLEC certification, Missouri;

Fidelity Communication Services III, Inc., existing CLEC and IXC certification and FCC 214 International long distance authority, Missouri, Georgia, North Carolina and Illinois;

Fidelity Long Distance, Inc., existing FCC 214 International long distance authority, Missouri;

Fidelity Networks, Inc., existing FCC 214 International long distance authority, Missouri.

0 ^ Application Page 18, CoBridge Communications, LLC d/b/a Fidelity Communications

13. (a) Any complaint history, disciplinary record and compliance record during the 60 months immediately preceding the filing of the application regarding: the applicant; the applicant's affiliates that provide utility-like services such as telecommunications, electric, gas, water, or cable service; the applicant's principals; and any person that merged with any of the preceding persons. The information should include, but not be limited to, the type of complaint, in which state or federal agency the complaint was made, the status of the complaint, the resolution of the complaint and the number of customers in each state where complaints occurred. Please see Exhibit B entitled Complaint History.

(b) Is the Applicant, or the applicant's principals currently under investigation or have the Applicant or its principals been penalized by an attorney general or any state or federal regulatory agency for the violation of any deceptive trade or consumer protection law or regulation? If yes, please explain. No, neither Applicant or applicant's principals are currently under investigation nor has Applicant or its principals been penalized by an attorney general or any state or federal regulatory agency for the violation of any deceptive trade or, consumer protection law or regulation.

(c) Disclose whether any owners, directors, officers, or partners in the organization • are convicted felons? Also disclose whether the applicant or applicant's principals have been convicted or found liable for fraud, theft, larceny, deceit, or violations of any securities laws, customer protection laws, or deceptive trade laws in any state. If yes, please explain. No, there are no owners, directors, officers, or partners in the organization that are convicted felons.

(d) Provide the number of customers per state (including Texas) for the past 60 months, for which the Applicant, its parent company, and/or any affiliates are providing telecommunications services. Please see summary of subscribers as of 12-31-11 shown below:

Fidelity Telephone Co. - 13,073 subscribers in MO Fidelity Communication Services I, Inc. - 10,100 subscribers in MO Fidelity Communication Services II, Inc. - 300 subscribers in MO Fidelity Communication Services III, Inc. - 700 subscribers in NC, 50 subscribers in GA, and 175 subscribers in IL Fidelity Cablevision, Inc. - 6,422 subscribers in MO and OK • EXHIBIT B COMPLAINT HISTORY QUESTION #13(a)

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• 14. (a) Provide a detailed description of the Applicant's technical qualifications to provide the local exchange service, basic local telecommunications service, and/or switched access service proposed in this Application. Applicant possesses the necessary technical qualifications to deploy and maintain all facilities and services proposed in this Application as evidenced by the resume of Vice President of Operations Mark Head, submitted in Exhibit C. Specifically, Mr. Head has 15 years experience running a telephone central office as well as 8 years as Central Office and Operations Supervisor. He has extensive hands on work experience in network planning and engineering.

(b) If the Applicant plans to rely upon a consultant to meet the technical qualifications requirements, provide the following information: (1) name, address, and phone number of consultant, (2) a copy of the contract between the principals and the consultant, (3) consultant's resume or a detailed description of the consultants experience, (4) information regarding any professional registrations or certifications that the consultant holds, (5) percentage of the consultant's time being contracted, and (6) a list of other telecommunications companies served by the consultant and the percentage of time allotted to each company. No, Applicant will not rely upon a consultant to meet the technical qualifications requirements.

• (c) Provide a detailed description or individual resumes setting forth the qualifications of the Applicant's key personnel. Descriptions or resumes shall include (1) Key Personnel Names, (2) Applicant Company Titles, (3) Detailed Telecommunications or Related Experience, and (4) Years of Experience. Please see Exhibit C for resumes setting forth qualifications of Applicant's key personnel. r 1 LJ EXHIBIT C RESUMES OF KEY PERSONNEL QUESTION #14 (a) & 14(c

0 • John Colbert President

John Colbert is President of all Fidelity Communications companies.

He has over 26 years' experience in the telecommunications and related cable fields. He is a licensed CPA and served in numerous capacities at Fidelity, including Controller, Chief Financial Officer, Vice President and Senior Vice President.

During his career at Fidelity, the Company has grown from a small independent telephone company to a diverse communications company that serves customers with telephone, business telephony solutions, cable, digital and broadband. The Company has grown from 17,000 revenue generating units to over 100,000 revenue generating units today. Fidelity employs approximately 350 employees and operates in eight states.

He has a B.S. in Accountancy from the University of Missouri and 0 also holds a current CPA license in the State of Missouri. He is a member of the Missouri Society of CPA's. He also serves on the Board of Directors for the Rural Independent Alliance (RICA) and is on the Bluebird Network Managing Board.

He lives in Sullivan with his wife, Debi, and their two daughters, Paige and Courtney. John is a U.S. citizen. • Mike Davis Chief Operating Officer/Senior Vice President

Mike Davis is the COO/Senior Vice President of all Fidelity Communications companies, overseeing operations and exploring ways to enhance and expand services.

Before assuming his current position in July 2000, Davis worked in many different capacities at Fidelity. He began his career in the construction department and later served as Fidelity Networks Manager.

Under his direction, Fidelity's Internet service expanded to more than 25 towns in Missouri and now reaches more than 40. He was instrumental in Fidelity offering the most updated Internet access, using the latest technology. q In his current role, he is in charge of the operations and engineering side of the business, including the business office, construction, installation and repair, plant design and network planning. He has worked in nearly every aspect of Fidelity's telephone, Internet and cable TV businesses.

He holds many certificates in the telephony industry, including a telecommunications management certificate from Kansas University. Davis also attended St. Louis University.

He lives in Sullivan with his wife, Laura, and two sons, Broc and Nathan and one daughter, Eliana, and is a U.S. citizen. q John Bell Chief Financial Officer/Vice President- Finance

John Bell is the CFONice President-Finance of Fidelity Communications Company and its related subsidiaries. Bell is responsible for all accounting and finance matters.

Before assuming his current position in December 2000, Bell worked as Corporate Controller at Fidelity since his arrival at the company in 1998.

Bell began his career in accounting and finance in 1991 when he was employed by Baird, Kurtz, and Dobson, CPAs. After nearly two years, he migrated to the private sector and took the position of the Corporate Controller of a manufacturing company. He later assumed the position of ^ Operations Manager at that same company and worked there for nearly six years.

Bell holds a B.S. in Accounting from Southwest Missouri State University.

He lives in Sullivan with his wife, Natalie, and four sons, Johnathan, Blake, Alec, and Andrew, and is a U.S. citizen.

0 • Dave Beier Vice President of Regulatory

Dave Beier is Vice President of Regulatory for Fidelity Communications Company. He is responsible for all issues involving state utility commissions and the Federal Communications Commission including tariff matters, case filings, complaints and compliance reporting. Dave is also responsible for revenue accounting and reporting, cost studies, carrier access billings, various contractual issues and matters involving other telecommunications companies.

He obtained a B.S.B.A. degree from St. Louis University with a double major in Accounting and Finance in 1985. Between 1985 and 1991, he worked for Baird, Kurtz and Dobson (BKD), a CPA firm, performing various audit, tax and consulting services. He passed the CPA exam in November 1985 and has since maintained his CPA license.

^ While at BKD, he served clients in various industries, including Fidelity Telephone. In December, 1991, he joined the Accounting Department of Fidelity and performed various accounting, tax and management functions. From 1993 through 1998, Dave worked as a Controller outside of the telecommunications industry, but then returned to Fidelity in 1999. In December 2000, he was promoted to his current position of Vice President of Regulatory.

Dave lives in Sullivan, Missouri, with his wife, Angie, and two daughters, Kristin and Callie, and is a U.S. citizen. q Mark Head Vice President of Operations

Mark Head is the Vice President of Operations of all Fidelity Communications companies, overseeing the Network Operations Department and all Installation.

Head has worked in many different capacities at Fidelity. He began his career in the Central Office department in 1973 after achieving an Electrical Engineering Degree from Linn State Technical College. After his 15 years experience in the Central Office, Head spent eight years in supervisory roles in both Central Office and Service Operations. He spent four years as Technology Planning Manager, evaluating and recommending network architecture for cable TV and phone infrastructure. He spent seven years as the Director of Engineering and Technology Planning and six years as the Director of Operations overseeing technical operations, network planning and design and exploring ways to enhance and expand services.

Over Head's career, he has had training in a number of areas including Lucent and Nortel switching, optical networking, data networking, PBX and grounding for AC and DC distribution systems.

Under his direction, Fidelity has successfully migrated to a Lucent 5ESS switching platform, built a hybrid fiber coax (HFC) 2-way system for voice, video, and data services, installed an optical SONET network, and a digital / analog head end for cable TV service.

Head lives in the Sullivan area with his wife, Karen. They have three children Monica, Jarrod and Bryan, and is a U.S. citizen.

A • Kathy Ruwwe Director of Human Resources

Kathy Ruwwe is Director of Human Resources of all Fidelity Communications companies.

Before assuming her current position in February 2002, Ruwwe worked in various capacities at Fidelity. She began her career in the service center and later served in Regulatory Accounting.

In her current role, she is in charge of all facets of human resources, including compliance with all federal and state regulations, employee benefits, overseeing safety, and assisting with employee relations. She has been exposed to most aspects of Fidelity's telephone and cable TV businesses.

She is a graduate of Wichita State University and has attended Webster University.

She lives in Sullivan with her son Gus and her daughters Isabelle and Vivian and is a U.S. citizen. • Marcie Nichols Vice President of Customer Care

Marcie Nichols is Vice President of the Customer Care Department of Fidelity Communications companies.

Nichols has worked in many different capacities at Fidelity. She began her career as an operator in 1974; and has held the positions of Supervisor of Operator Services, Plant Line Assigner, Dispatcher, Toll Investigator, Safety Coordinator, Service Center Supervisor and Director of Customer Care.

In her current role she is responsible for the direction of all Fidelity Business Offices, Customer Care Administration Office, Service Center and Internet Helpdesk departments.

During her career at Fidelity the company has grown from a small • independent telephone company to the diversified company it is today. She attended East Central College and holds numerous certificates in the telecommunications industry.

She has two children, Jeremy and Jessica, and lives in Sullivan with her husband, Ted, and is a U.S. citizen. Application Page 20, CoBridge Communications, LLC d/b/a Fidelity Communications

15. Attached find a completed Service Quality Questionnaire.

SERVICE QUALITY QUESTIONNAIRE for SPCOA and COA Applicants

Will the Applicant meet each of the following benchmark service quality standards listed below? For each "NO" response, please provide an explanation.

YES X NO Make one-party line service available upon request to all subscribers of local exchange service.

YES Y NO Install 95% of primary service orders and 90% of regular service orders within five working days of customer orders, excluding those orders where a later date is requested by the customer.

YES Y NO Meet 90% of commitments to customers regarding the date of installation of service orders, excepting customer-caused delays.

YES Y NO Maintain the level of held regrade orders (as defined in Substantive Rule 26.54) at or below one percent of access lines served. • YES Y NO Answer 85% of toll and assistance operator calls within ten seconds. YES Y NO Answer 90% of repair service calls and calls to business offices within 20 seconds. I

YES Y NO Provide dial tone within 3 seconds for 98% of calls.

YES Y NO Maintain an availability factor for stored program controlled digital and analog switching facilities (local intra-office) at 99.99%, or keep total unscheduled outages below 53 minutes per year.

YES Y NO Maintain an availability factor for stored program controlled digital and analog switching facilities (local inter-office) at 99.93%, or keep total unscheduled outages below 365 minutes per year.

YES Y NO Complete 97% of properly dialed tolled calls without encountering failure because of blockages or equipment irregularities.

YES Y NO Maintain an average monthly rate of customer trouble reports, excluding CPE reports, at or below 6%. 0 • Application Page 21, CoBridge Communications, LLC d/b/a Fidelity Communications 15. Service Quality Questionnaire, Continued

YES Y NO Clear 90% of out-of-service trouble reports within 8 working hours, except where access to the customer's premises is required and not available or where interruptions are caused by unavoidable casualties and acts of God affecting large groups of customers.

YES Y NO Maintain the number of repeated trouble reports on residence and single- line business lines at or below 22% of the total customer trouble reports on those lines.

YES Y NO Maintain transmission facilities meeting the requirements of Substantive Rule 26.54, Transmission Requirements.

YES Y NO Meet the Commission's continuity-of-service requirements established in Substantive Rule 26.51.

YES Y NO Provide 911 emergency telephone service in accordance with Chapters 771 and 772 of the Texas Health and Safety Code, as applicable.

YES Y NO Commit to providing equipment that will comply with 911 requirements.

• YES Y NO Commit to providing at least 1 customer service representative per every 2,500 customers during normal business hours.

YES Y NO Commit to providing equipment that is local number portability (LNP) capable.

YES Y NO Maintain an emergency operations plan that addresses disaster recovery procedures.

YES Y NO Comply with PUC Substantive Rules §26.32 and §26.130 requiring notification of customers about slamming and cramming information on monthly bills.

YES Y NO Comply with PUC Substantive Rules §26.31 for customer disclosure.

YES Y NO Comply with PUC Substantive Rules §26.122 regarding customer proprietary network information.

YES Y NO Comply with applicable portions of Chapter 26, Subchapter B regarding customer service and protection.

L^ Application Page 22, CoBridge Communications, LLC d/b/a Fidelity Communications • 15. Service Quality Questionnaire, Continued

YES Y NO Comply with anti-discrimination laws on the basis of race, nationality, color, religion, sex, marital status, income level, source of income, or geographic location. YES Y NO Disclose to customer that they may contact the PUC and pursue complaints if the customer and certificate holder cannot resolve the complaint.

• • Application Page 23, CoBridge Communications, LLC d/b/a Fidelity Communications

16. Provide an audited or unaudited balance sheet for the applicants most recent quarter that demonstrates the shareholders' equity required by P.U.C. Subst. R. 25.111(f). The audited balance sheet must include the independent auditor's report. The unaudited balance sheet must include a sworn statement from the executive officer of the applicant attesting to the accuracy, in all material respects, of the information provided in the unaudited balance sheet. Please see Exhibit D for the audited financials of Applicant's parent, Fidelity Communications Company.

• 0 EXHIBIT D AUDITED FINANCIALS QUESTION #16

0 •

FIDELITY COMMUNICATIONS CO. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2011

F-r -I LJ

id i IiCOMMUNt^AT1ONSei ty

0 •

Contents

Page

Independent Auditors' Report ...... 1

Financial Statements

Consolidated Balance Sheet ...... 2-3

. Consolidated Statements Of Income And Comprehensive Income ...... 4

Consolidated Statement Of Stockholders' Equity ...... 5

Consolidated Statement Of Cash Flows ...... 6

Notes To Consolidated Financial Statements ...... 7- 26

0 RubinBrown LIP 0 0 Certified Public Accountants RubinBrown & Business Consultants One North Brentwood Saint Louis, MO 63105

T 314.290.3300 F 314.290.3400

W rubinbrown.com Independent Auditors' Report E tnfo®rubinbrown.com

Board of Directors Fidelity Communications Co. Sullivan, Missouri

We have audited the accompanying consolidated balance sheet of Fidelity Communications Co. and subsidiaries (collectively, the Company) as of December 31, 2011 and 2010 and the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Fidelity Communications Co. and subsidiaries as of December 31, 2011 and 2010 and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. ^wn LLP

April 30, 2012

„,,^•,.,.,..u • --OBAKER TI LLY INTERNATIONRL . FIDELITY COMMUNICATIONS CO. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET Page 1 Of 2 (Dollar Amounts In Thousands)

Assets December 31, 2011 2010 Current Assets Cash and cash equivalents $ 38,607 $ 26,690 Marketable securities (Note 4) 14,134 13,290 Subscriber and trade receivables, less allowance for doubtful accounts of $216 and $208, respectively 2,838 2,889 Other accounts receivable 1,624 2,471 Note receivable 124 183 Inventories 2,431 2,986 Refundable income taxes 1,613 2,061 Deferred income taxes (Note 12) 885 1,542 Prepaid expenses 697 813 . Total Current Assets 62,953 52,925

Investments (Note 5) 16,768 12,881

Property, Plant And Equipment (Notes 6, 8 And 9) 58,726 63,550

Franchise Rights (Note 7) 33,565 33,782

Other Assets (Note 7) 6,323 8,496

Goodwill (Note 7) 1,666 1,666

$ 180,001 $ 173,300

See the accompanying notes to consolidated financial statements. Page 2 • FIDELITY COMMUNICATIONS CO. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET Page 2 Of 2 (Dollar Amounts In Thousands)

Liabilities And Stockholders' Equity

December 31, 2011 2010 Current Liabilities Accounts payable $ 3,894 $ 2,746 Accrued expenses 2,471 1, 569 Customer deposits 92 98 Deferred revenue 619 872 Current maturities of long-term debt (Note 9) 7,000 7,167 Total Current Liabilities 14,076 12,452

Long-Term Debt, Less Current Maturities (Note 9) 45,500 52,500

Deferred Credits And Other Liabilities Deferred income taxes (Note 12) 15,184 12,072 Interest rate swap (Note 10) 1,959 2,639 Other liabilities (Note 16) 2,383 2,163 Total Deferred Credits And Other Liabilities 19,526 16,874

Total Liabilities 79,102 81,826

Equity Fidelity Communications Co. stockholders' equity: Common stock: Class B-1, $.01 par value, 1,500,000 shares authorized, 2,724.7524 shares issued and 2,565.5396 shares outstanding, at stated value 1 1 Additional paid-in capital 297 297 Retained earnings 107,798 98,380 Accumulated other comprehensive income 10 3 Less: Treasury stock (Class A-1, 976.9249 shares, Class B-1, 159.2128 shares, at cost) (7,281) (7,261) Total Fidelity Communications Co. stockholders' equity 100,845 91,420 Noncontrolling interest (Note 13) 54 54 Total Stockholders' Equity 100,899 91,474

$ 180,001 $ 173,300

0 See the accompanying notes to consolidated financial statements. Page 3 CJ FIDELITY COMMUNICATIONS CO. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Dollar Amounts In Thousands)

Consolidated Statement Of Income

For The Years Ended December 31, 2011 2010 Operating Revenues Telephony local network services $ 7,277 $ 6,580 Network access service and long-distance service 15,346 16,445 revenues 29,798 27,664 Sales, lease and repair income 11,173 12,390 Other 2,257 1,823 Write off of uncollectible accounts (2, 179) (783) Total Operating Revenues 63.672 64,119 Operating Expenses Cost of products and service 30,743 31,843 Selling, general and administrative 14,502 13,893 Depreciation and amortization 12,704 12,461 Total Operating Expenses 57,949 58, 197

Income From Operations 5,728 5,922 Other Income (Expense) Interest expense, net (1,828) (2,832) Change in value of swap agreement 680 (638) Other (336) 91 Total Other Income (Exuense) (1484) (3,379) Income Before Equity In Earnings Of Affiliates 4,239 2,543 • Equity In Earnings Of Affiliates (Note 5) 13.034 15,392 Income From Continuing Operations 17,273 17,935 Before Provision For Income Taxes

Provision For Income Taxes (Note 12) 6,531 6, 552

Income From Continuing Operations 10,742 11,383 Discontinued Operations (Note 18) Gain (loss) from operations of discontinued subsidiary 350 (2,143) Income tax (benefit) expense 171 (853) Total Discontinued .Operations 179 (1,290) Consolidated Net Income 10,921 10,093 Less: Net Income - Noncontrolling Interest g 3

Net Income Attributable To Fidelity Communications Co. 10-918 t t n 090

Consolidated Statement Of Comprehensive Income

Consolidated Net Income $ 10,921 $ 10,093 Other Comprehensive Income: Unrealized holding gain on available-for-sale securities, net of tax 7 3 Comprehensive Income 10.928 R 10, 096

See the accompanying notes to consolidated financial statements. Page 4 • c^ m co d^ om L ^ O y '" -1 CY) o) bA N co O LO -4 E 00 o .-a -^ c P^ o a,

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For The Years Ended December 31, 2011 2010 Cash Flows From Operating Activities Net income 10,921 10,093 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 12,848 12,922 Impairment of oil and gas reserves 2,000 (Gain) loss on disposal of property and equipment (303) 2 Gain on disposal of subsidiary (86) Interest rate swap adjustment (680) 638 Decrease in cash value of life insurance 13 369 Loss on restructuring of cost basis investment 1,293 Equity in earnings of affiliates (13,034) (15,392) Deferred income taxes 3,769 930 Unrealized gain on investments 7 Changes in assets and liabilities: (Increase) decrease in subscriber and trade receivables 51 (2,021) (Increase) decrease in note and other accounts receivable 906 (601) (Increase) decrease in inventories 555 (439) (Increase) decrease in refundable income taxes 448 (2,061) • (Increase) decrease in prepaid expenses and other assets 116 (25) Increase in accounts payable and accrued expenses 2,050 153 Decrease in customer deposits (6) (35) Increase (decrease) in deferred revenue and other liabilit 874 Net Cash Provided By Operating Activities 17 8,700

Cash Flows From Investing Activities Premiums paid on cash value of life insurance (30) (62) Proceeds from disposal of property and equipment 448 8 Distributions from affiliates 9,245 14,603 Investments in privately held companies (98) (129) Purchases of marketable securities (1,791) (13,285) Proceeds from sales of marketable securities 947 - Proceeds from sale of subsidiary 3,993 _ Purchases of property, plant and equipment (9,669) (7,477) Net Cash Provided By (Used In) Investing Activities 3,045 (6,342)

Cash Flows From Financing Activities Repayment of debt (7,167) (7,123) Dividends paid (1,503) (333) Net Cash Used In Financing Activities (8,670) (7,456)

Increase (Decrease) In Cash And Cash Equivalents 11,917 (5,098)

Cash And Cash Equivalents - Beginning Of Year 26,690 31,788

Cash And Cash Equivalents - End Of Year $ 38,607 $ 26,690

See the accompanying notes to consolidated financial statements. Page 6