# Before the

# Federal Communications Commission

# Washington, D.C. 20554

+--------------------------------+-------+-----------------------------+
| In the Matter of               | )     | File No. EB-06-TC-3715\     |
|                                |       | File No. EB-07-TC-13231     |
| AT&T Inc.                      | )     |                             |
|                                |       | File No. EB-07-IH-4088      |
| Compliance with the            | )     |                             |
| Commission's                   |       | File No. EB-08-TC-1005      |
|                                | )     |                             |
| Rules and Regulations          |       | NAL/Acct. No. 200932080017  |
| Governing Customer             | )     |                             |
|                                |       | FRN: 0005193701             |
| Proprietary Network            | )     |                             |
| Information and Universal      |       |                             |
| Service Fund Line-Item Charges | )     |                             |
|                                |       |                             |
|                                | )     |                             |
|                                |       |                             |
|                                | )     |                             |
|                                |       |                             |
|                                | )     |                             |
+--------------------------------+-------+-----------------------------+

# ORDER

**Adopted:** January 9, 2009 **Released:** January 13, 2009

By the Chief, Enforcement Bureau:

1.  In this Order, we adopt the attached Consent Decree entered into
    between the Enforcement Bureau (the "Bureau") and AT&T, Inc., on
    behalf of its affiliates (collectively "AT&T" or "the AT&T
    Companies").[^1] The Consent Decree terminates the enforcement
    proceedings initiated by the Enforcement Bureau against the AT&T
    Companies for possible violation of section 222(c)(1) of the
    Communications Act of 1934, as amended ("Act"),[^2] and sections
    64.2007, 64.2008(a), 64.2008(d)(3)(ii), 64.2008(d)(3)(v) and
    64.2009(a) of the Federal Communication Commission's ("Commission")
    rules[^3] relating to the confidentiality of customer proprietary
    network information, and sections 201(b) and 254 of the Act,[^4] and
    sections 54.712(a), 69.131 and 69.158 of the Commission's rules[^5]
    relating to the recovery of universal service fund contributions
    from end-user customers.

2.  The Bureau and the AT&T Companies have negotiated the terms of the
    Consent Decree that resolve this matter. A copy of the Consent
    Decree is attached hereto and incorporated by reference.

3.  After reviewing the terms of the Consent Decree and evaluating the
    facts before us, we find that the public interest would be served by
    adopting the Consent Decree and terminating the investigations.

4.  In the absence of material new evidence relating to this matter, we
    conclude that the Bureau's investigations raise no substantial or
    material questions of fact as to whether the AT&T Companies possess
    the basic qualifications, including those related to character, to
    hold or obtain any Commission license or authorization.

5.  Accordingly, **IT IS ORDERED** that, pursuant to section 4(i) of the
    Act,[^6] and sections 0.111 and 0.311 of the Commission's Rules,[^7]
    the Consent Decree attached to this Order **IS ADOPTED**.

6.  **IT IS FURTHER ORDERED** that the above-captioned investigations
    **ARE TERMINATED**.

7.  **IT IS FURTHER ORDERED** that a copy of this Order and Consent
    Decree shall be sent by first class mail and certified mail, return
    receipt requested, to Cathy Carpino, General Attorney, AT&T Services
    Inc., 1120 20^th^ Street, N.W., Suite 1000, Washington, D.C. 20036.

FEDERAL COMMUNICATIONS COMMISSION

Kris Anne Monteith

Chief, Enforcement Bureau

# Before the

# Federal Communications Commission

# Washington, D.C. 20554

+--------------------------------+-------+-----------------------------+
| In the Matter of               | )     | File No. EB-06-TC-3715 File |
|                                |       | No. EB-07-TC-13231          |
| AT&T Inc.                      | )     |                             |
|                                |       | File No. EB-07-IH-4088      |
| Compliance with the            | )     |                             |
| Commission's                   |       | File No. EB-08-TC-1005      |
|                                | )     |                             |
| Rules and Regulations          |       | NAL/Acct. No. 200932080017  |
| Governing Customer             | )     |                             |
|                                |       | FRN: 0005193701             |
| Proprietary Network            | )     |                             |
| Information and Universal      |       |                             |
| Service Fund Line-Item Charges | )     |                             |
|                                |       |                             |
|                                | )     |                             |
|                                |       |                             |
|                                | )     |                             |
|                                |       |                             |
|                                | )     |                             |
+--------------------------------+-------+-----------------------------+

**CONSENT DECREE**

# I. INTRODUCTION

1\. The Enforcement Bureau ("the Bureau") of the Federal Communications
Commission (the "Commission" or "FCC") and AT&T Inc. on behalf of its
affiliates (collectively "AT&T" or "the AT&T Companies"), by their
authorized representative, hereby enter into this Consent Decree for the
purpose of terminating Bureau investigations into whether the AT&T
Companies violated section 222(c)(1) of the Communications Act of 1934,
as amended (the Act")[^8] and sections 64.2007, 64.2008(a),
64.2008(d)(3)(ii), 64.2008(d)(3)(v) and 64.2009(a) of the Commission's
rules[^9] relating to the confidentiality of customer proprietary
network information and whether the AT&T Companies hereby violated
sections 201(b) and 254 of the Act,[^10] and sections 54.712(a), 69.131
and 69.158 of the Commission's rules[^11] relating to the recovery of
universal service fund contributions from end-user customers.

# II. DEFINITIONS

2\. For the purposes of this Consent Decree, the following definitions
shall apply:

(a) "Act" means the Communications Act of 1934, as amended, 47 U.S.C.
    § 151 *et seq.*

(b) "Adopting Order" means an Order of the Commission adopting the terms
    of this Consent Decree without change, addition, deletion, or
    modification.

(c) "AT&T" or "The AT&T Companies" means AT&T Inc., AT&T Connecticut
    (formerly known as The Woodbury Telephone Company), AT&T Corp., AT&T
    Mobility, LLC (formerly known as Cingular Wireless and/or AT&T
    Wireless), BellSouth Telecommunications, Inc., Illinois Bell
    Telephone Company, Indiana Bell Telephone Company, Inc., Michigan
    Bell Telephone Company, The Ohio Bell Telephone Company, Wisconsin
    Bell Telephone Company, SBC Long Distance, LLC, Southwestern Bell
    Telephone Company, Pacific Bell Telephone Company, Nevada Bell
    Telephone Company and SNET America, Inc. and their
    predecessors-in-interest and successors-in-interest.

(d) "AT&T Investigation (EB-07-IH-4088)" means the investigation
    commenced by the Bureau's March 13, 2007 Letter of Inquiry[^12] and
    Supplemental Letters of Inquiry.[^13]

(e) "AT&T Investigation (EB-07-TC-13231)" means the investigation
    commenced by the Bureau's August 14, 2007 Letter of Inquiry to AT&T.

(f) AT&T Investigation (EB-08-TC-1005)" means the investigation
    commenced by the Bureau's January 31, 2008 Letter of Inquiry to
    AT&T.

(g) "BellSouth Investigation (EB-06-TC-3715)" means the investigation
    commenced by the Bureau's November 22, 2006 Letter of Inquiry to
    BellSouth.

(h) "Bureau" means the Enforcement Bureau of the Federal Communications
    Commission.

(i) "Commission" and "FCC" mean the Federal Communications Commission
    and all of its bureaus and offices.

(j) "Compliance Plan" means the program described in this Consent Decree
    at paragraph 11.

(k) "Effective Date" means the date on which the Commission releases the
    Adopting Order.

(l) "Parties" means the AT&T Companies and the Commission.

(m) "Rules" means the Commission's regulations found in Title 47 of the
    Code of Federal Regulations.

# III. BACKGROUND

## CPNI Investigations {#cpni-investigations .unnumbered}

3\. Section 222 imposes the general duty on all telecommunications
carriers to protect the confidentiality of their subscribers'
proprietary information.[^14] The Commission has issued rules
implementing section 222 of the Act.[^15] Approval is required before a
telecommunications carrier may use, disclose, or permit access to its
customers' individually identifiable CPNI.[^16] Prior to soliciting such
approval, however, carriers must provide customers with notice informing
them of their right to restrict the use of, disclosure of, and access to
their CPNI.[^17] Opt-out approval means that "a customer is deemed to
have consented to the use, disclosure, or access to the customer's CPNI
if the customer has failed to object thereto within the waiting period
described in § 64.2009(d)(1) after the customer is provided appropriate
notification of the carrier's request."[^18] If a carrier is using
e-mail to provide "opt-out" notices, as is the case here, it must allow
customers the ability to reply directly to those e-mails in order to
opt-out.[^19] Carriers are obligated to implement a system to track
customers' CPNI approval before using CPNI.[^20]

4\. **[BellSouth Investigation (EB-07-TC-3715):]{.underline}** On July
28, 2006, BellSouth Telecommunications, Inc. ("BellSouth") filed with
the Commission, a Third Supplemental Response to the Enforcement
Bureau's Letter of Inquiry ("LOI") dated January 27, 2006,[^21]
reporting failures in its CPNI opt-out mechanism that resulted in the
unauthorized use of certain customers' CPNI in its marketing
campaigns.[^22] The affected customers included those who had elected to
restrict the use of their CPNI using a means other than by calling the
prescribed 800 number as instructed in the CPNI opt-out notice (*i.e.*
by calling the Bellsouth business office or by opting out when they
signed up for service).[^23] Also included were new customers whose
accounts should have been noted as CPNI restricted until BellSouth's
75-day opt-out period had expired. On November 22, 2006, the Bureau sent
an LOI to BellSouth requesting further information regarding the CPNI
opt-out failures.[^24] BellSouth provided its response to the LOI on
December 8, 15, and 19, 2006.[^25]

5\. **[AT&T Investigation (EB-07-TC-13231):]{.underline}** On July 9,
2007, AT&T reported that certain new, local service customers in its
southwest region were sent CPNI notices electronically via
e-Confirmations, but were not provided with the ability to reply
electronically to the notices in order to opt-out.[^26] On August 6,
2007, AT&T submitted its annual Compliance Report[^27] in accordance
with the terms of the July 7, 2006 Consent Decree executed between the
Commission and AT&T.[^28] The Compliance Report detailed a similar
inability by some new customers in AT&T Midwest's region to reply
electronically to the CPNI notices received in the e-Confirmations.[^29]
Additionally, some new customers in AT&T's western region did not
receive the necessary link in their e-Confirmation notices, which would
have directed them to the CPNI notice page.[^30] On August 14, 2007, the
Bureau sent an LOI to AT&T requesting further information regarding
these issues. [^31] AT&T provided its response to the LOI on September
13, 2007.[^32]

6\. **[AT&T Investigation (EB-08-TC-1005)]{.underline}**: On January 18,
2008, AT&T reported another failure in its CPNI opt-out mechanism in its
west and southwestern regions.[^33] AT&T directed these customers to
call a toll-free number to opt out through its CPNI Interactive Voice
Response ("IVR") application.[^34] However, because AT&T migrated the
IVR application associated with that number to a different server,
between December 7, 2007 and January 10, 2008, customers dialing the
toll-free number to opt out could not get through, but instead received
a busy signal.[^35] On January 31, 2008, the Bureau sent an LOI to AT&T
requesting further information regarding this matter.[^36] AT&T provided
its response to the LOI on February 21, 2008.[^37]

## Universal Service Investigation {#universal-service-investigation .unnumbered}

7\. The Commission's rules require that entities providing interstate
telecommunications services and certain other providers of interstate
telecommunications contribute to the federal universal service fund
("USF") based upon their interstate and international end-user
telecommunications revenues.[^38] The Commission does not require
contributors to recover their universal service contributions from their
customers.[^39] Instead, the Commission allows contributors to recover
their universal service contributions from their customers, subject to
certain requirements.[^40] Specifically, section 54.712 of the
Commission's rules provides that contribution costs passed through to
end-user customers as federal universal service line-item charges may
not exceed the interstate telecommunications portion of the customers'
bills multiplied by the relevant contribution factor.[^41] In addition,
section 201(b) requires that all carrier charges, practices,
classifications, and regulations "for and in connection with" interstate
communications services be just and reasonable, and gives the Commission
jurisdiction to enact rules to implement that requirement.[^42]

8\. Sections 69.131 and 69.158 of the Commission's rules also prohibit
certain types of contributors from recovering universal service
contribution costs from customers participating in the Lifeline
program,[^43] whereby qualifying low-income consumers may receive
telecommunications service at reduced charges.[^44] The Commission has
determined that prohibiting recovery of universal service contributions
from Lifeline customers helps to increase subscribership by reducing
qualifying low-income consumers' monthly basic local service charges,
consistent with the universal service goals of the Act and the
Commission's rules.[^45]

9\. AT&T Inc. is the holding company of various telecommunications
companies, including the AT&T Companies, providing service in the United
States. The AT&T Companies offer interstate telecommunications services
and are subject to the requirements discussed in paragraphs 7 and 8
above.

10\. On February 2, 2007, the AT&T Companies voluntarily disclosed that
one of the AT&T Companies had apparently recovered federal USF
contribution costs from end-user customers in excess of the amounts
permitted under section 54.712 of the Commission's rules. On March 13,
2007, the Bureau initiated an investigation into whether the AT&T
Companies may have violated the Commission's rules governing the
recovery of universal service contributions.[^46] During the course of
the investigation, AT&T discovered and revealed that, at various times
between 2002 and 2008, other AT&T Companies also recovered their USF
contributions in amounts greater than allowed under the Commission's
rules, including the recovery of contributions from Lifeline customers.
The AT&T Companies assert that such recoveries were inadvertent and were
the result of billing errors. The AT&T Companies have refunded to
existing customers the money collected from them in excess of that
permitted under Commission rules; however, the AT&T Companies have not
provided refunds to certain of their former customers, according to the
AT&T Companies, because of the cost and difficulty of locating those
customers and administering refunds, given the small amounts owed to
each of them.

# IV. TERMS OF AGREEMENT

11\. **[Adopting Order]{.underline}.** The Parties agree that the
provisions of this Consent Decree shall be subject to final approval by
the Bureau by incorporation of such provisions by reference in the
Adopting Order without change, addition, modification, or deletion.

12\. **[Jurisdiction]{.underline}.** The AT&T Companies agree that the
Commission has jurisdiction over them and the matters contained in this
Consent Decree and has the authority to enter into and adopt this
Consent Decree.

13\. **[Effective Date; Violations]{.underline}.** The Parties agree
that this Consent Decree shall become effective on the date on which the
Bureau releases the Adopting Order. Upon release, the Adopting Order and
this Consent Decree shall have the same force and effect as any other
Order of the Commission. Any violation of the Adopting Order or of the
terms of this Consent Decree shall constitute a separate violation of a
Commission Order, entitling the Commission to exercise any rights and
remedies attendant to the enforcement of a Commission Order.

14\. **[Termination of Investigations]{.underline}.** In express
reliance on the covenants and representations in this Consent Decree and
to avoid further expenditure of public resources, the Bureau agrees to
terminate its investigations. The Parties further agree that this
Consent Decree reflects a compromise and was entered into by AT&T to
avoid further cost and inconvenience of the investigations. In
consideration for the termination of said investigations, the AT&T
Companies agree to the terms, conditions, and procedures contained
herein. The Bureau further agrees that in the absence of new material
evidence the Bureau will not use the facts developed in the
investigations through the Effective Date of the Consent Decree, or the
existence of this Consent Decree, to institute, on its own motion, any
new proceeding, formal or informal, or take any action on its own motion
against the AT&T Companies concerning the matters that were the subject
of the investigations. The Bureau also agrees that it will not use the
facts developed in this investigation through the Effective Date of this
Consent Decree, or the existence of this Consent Decree, to institute on
its own motion any proceeding, formal or informal, or take any action on
its own motion against the AT&T Companies with respect to the AT&T
Companies' basic qualifications, including their character
qualifications, to be a Commission licensee or authorized common carrier
or hold Commission authorizations.

15\. **[Compliance Plans]{.underline}.** The AT&T Companies agree that
they will develop, within sixty (60) calendar days from the Effective
Date, internal Compliance Plans, consistent with the requirements set
forth below, to help ensure the AT&T Companies' future compliance with
the Act, the Commission's rules, and the Commission's orders governing
telecommunications carriers' recovery of universal service contributions
from end-user customers and confidentiality of customer proprietary
network information. Those Compliance Plans shall remain in effect for
the period specified below and shall thereafter automatically sunset.

(a) BellSouth Investigation (EB-06-TC-3715) Compliance Plan:

    a.  This Compliance Plan shall be applicable to BellSouth.

    b.  AT&T agrees that prior to changing the update mechanism for CPNI
        opt-out indicator updates, it shall identify applicable work
        groups involved in the current and planned update method, verify
        that the mechanism ensures that the CPNI status indicator for
        each customer is appropriately updated in system, and verify
        that the mechanism ensures that for a 30-day minimum period of
        time after giving notice and an opportunity to opt-out, new
        customers will be excluded from marketing lists where CPNI
        approval is required.

    c.  AT&T shall report any non-compliance with this Compliance Plan
        to the Enforcement Bureau within 30 days after the discovery of
        non-compliance.

    d.  This Compliance Plan shall remain in effect for two years.

    e.  AT&T will certify at the end of the two (2) year term that it is
        in compliance with the terms of the Plan. Such certification
        must be mailed within fifteen (15) days after the two-year
        anniversary of the Effective Date of this Consent Decree.

(b) AT&T Investigation (EB-07-TC-13231) Compliance Plan:

    a.  This Compliance Plan shall be applicable to Southwestern Bell
        Telephone Company, Pacific Bell Telephone Company, Nevada Bell
        Telephone Company, Illinois Bell Telephone Company, Indiana Bell
        Telephone Company, Michigan Bell Telephone Company, The Ohio
        Bell Telephone Company, and Wisconsin Bell, Inc.

    b.  Designation of CPNI Expert: AT&T shall designate an internal
        CPNI subject matter expert whose work activities shall focus on
        CPNI issues and who shall develop CPNI opt-out notices. This
        CPNI expert shall be used as a resource on CPNI questions within
        the company.

    c.  Establishment of CPNI Compliance Oversight Committee: AT&T shall
        establish a CPNI Compliance Oversight Committee, who shall
        review the status of, and open issues regarding, CPNI projects
        that are in progress.

    d.  Reminder Notices to Comply with Plan: AT&T shall distribute an
        annual officer-level communication to its internal marketing
        organizations responsible for managing distribution of CPNI
        opt-out notices reinforcing their obligation to comply with the
        provisions of the Plan.

    e.  Training: AT&T shall provide annual training to employees of its
        internal marketing organizations responsible for managing the
        distribution of CPNI opt-out notices. This training will focus
        on federal CPNI opt-out requirements and the terms of this Plan.

    f.  AT&T shall report any non-compliance with this Compliance Plan
        to the Enforcement Bureau within 30 days after the discovery of
        non-compliance.

    g.  This Compliance Plan shall remain in effect for two years.

    h.  AT&T will certify at the end of the two (2) year term that it is
        in compliance with the terms of the Plan. Such certification
        must be mailed within fifteen (15) days after the two-year
        anniversary of the Effective Date of this Consent Decree.

(c) AT&T Investigation (EB-08-TC-1005) Compliance Plan:

    a.  This Compliance Plan shall be applicable to Southwestern Bell
        Telephone Company, Pacific Bell Telephone Company, and Nevada
        Bell Telephone Company.

    b.  AT&T agrees that prior to migrating an Interactive Voice
        Response application used for CPNI opt-out, it shall identify
        and notify applicable work groups involved in the current and
        planned migration and perform the necessary validation tests to
        ensure the successful connection of the migrated switch to the
        new server.

    c.  AT&T shall report any non-compliance with this Compliance Plan
        to the Enforcement Bureau within 30 days after the discovery of
        non-compliance.

    d.  This Compliance Plan shall remain in effect for two years.

    e.  AT&T will certify at the end of the two (2) year term that it is
        in compliance with the terms of the Plan. Such certification
        must be mailed within fifteen (15) days after the two-year
        anniversary of the Effective Date of this Consent Decree.

(d) AT&T Investigation (EB-07-IH-4088) Compliance Plan:

    a.  This Compliance Plan shall be applicable to the AT&T Companies.

    b.  Compliance Training Program. The AT&T Companies will establish
        and maintain a federal USF ("FUSF") compliance training program
        for employees who are directly responsible for aspects of
        billing the FUSF charge. This training program shall address
        FCC's regulations governing FUSF charge requirements, and the
        application of those requirements to the services provided by
        the AT&T Companies and the potential ramifications of failing to
        comply with the charge requirements. Training sessions will be
        conducted at least annually for such employees to ensure
        compliance with the Act and the FCC's regulations and policies
        and, for new employees who are engaged in such activities,
        within the first sixty (60) days of employment. AT&T shall
        update and enhance the foregoing training as appropriate and
        necessary.

    c.  Internal Controls Over Billing the FUSF Charge. AT&T has
        established, and shall maintain, internal control processes
        designed to ensure accurate billing of the FUSF charge.

        i.  AT&T has established procedures for determining the
            applicability of the FUSF charge to new services, including
            volume and/or term discount.

        ii. AT&T has established, and shall maintain, an FUSF oversight
            team that will serve as a resource for resolving questions
            related to AT&T compliance with applicable FUSF charge rules
            and act as a central point of contact for FUSF charge
            requirements throughout the company. The oversight team will
            also oversee the development and dissemination of training
            material and will monitor changes in FUSF rules to make sure
            those changes are documented and disseminated appropriately.
            The oversight team includes representatives of the AT&T
            legal department and the AT&T corporate compliance
            department.

    d.  AT&T shall report any non-compliance with this Compliance Plan
        to the Enforcement Bureau within 30 days after the discovery of
        non-compliance.

    e.  This Compliance Plan shall remain in effect for two years.

    f.  AT&T will file a compliance report with the Commission
        twenty-four (24) months after the Effective Date. The compliance
        report shall include a compliance certificate from an officer,
        as an agent of the AT&T Companies, stating that the officer has
        personal knowledge that AT&T has established operating
        procedures intended to ensure compliance with this Consent
        Decree, together with an accompanying statement explaining the
        basis for the officer's compliance certification.

        16\. **[Compliance Reporting]{.underline}**. All compliance
        reports and certifications shall be submitted to the Chief,
        Telecommunications Consumers Division, Enforcement Bureau,
        Federal Communications Commission, 445 12th Street, S.W.,
        Washington, D.C. 20554 and the Chief, Investigations and
        Hearings Division, Enforcement Bureau, Federal Communications
        Commission, 445 12th Street, S.W., Washington, D.C. 20554.

        17\. **[Termination Date]{.underline}.** Unless stated
        otherwise, the requirements of this Consent Decree will expire
        twenty-four (24) months after the Effective Date or, with
        respect to those requirements pertaining to the resolution of
        the CPNI investigations (AT&T Investigation (EB-07-TC-13231),
        AT&T Investigation (EB-08-TC-1005) and BellSouth Investigation
        (EB-06-TC-3715)), upon the termination of the opt-out
        requirements set forth in sections 64.2001-2009 of the
        Commission's rules, 47 C.F.R. §§ 64.2001-2009, whichever is
        earlier.

        18\. **[Section 208 Complaints; Subsequent
        Investigations]{.underline}**. Nothing in this Consent Decree
        shall prevent the Commission or its delegated authority from
        adjudicating complaints filed pursuant to section 208 of the Act
        against the AT&T Companies or their affiliates for alleged
        violations of the Act, or for any other type of alleged
        misconduct, regardless of when such misconduct took place. The
        Commission's adjudication of any such complaint will be based
        solely on the record developed in that proceeding. Except as
        expressly provided in this Consent Decree, this Consent Decree
        shall not prevent the Commission from investigating new evidence
        of noncompliance by the AT&T Companies of the Act, the rules, or
        the Adopting Order.

        []{.mark}

        19\. **[Voluntary Contribution]{.underline}.** The AT&T
        Companies agree that they will make a voluntary contribution to
        the United States Treasury in the amount of ten million eighty
        thousand six hundred dollars (\$10,080,600) within thirty (30)
        days after the Effective Date. The AT&T Companies have already
        refunded overcharges directly to existing customers.  The
        voluntary contribution includes, among other amounts, certain
        overcharges that the AT&T Companies assert they were unable to
        refund to certain of their former customers. AT&T asserts that
        it would not be cost-effective to pursue additional direct
        refunds, because the small amount at issue relating to each
        individual former customer (e.g., \$0.72 per former subscriber)
        would be far less than the cost of locating these former
        customers and administering further refunds. AT&T therefore
        asserts that it is more appropriate for the AT&T Companies
        instead to remit these amounts to the United States
        Treasury**. ** The payment must be made by check or similar
        instrument, payable to the Order of the Federal Communications
        Commission.  The payment must include the Account Number and FRN
        Number referenced in the caption to the Adopting Order.  Payment
        by check or money Order may be mailed to Federal Communications
        Commission, P.O. Box 979088, St. Louis, MO 63197-9000.  Payment
        by overnight mail may be sent to U.S. Bank -- Government Lockbox
        #979088, SL-MO-C2-GL, 1005 Convention Plaza, St. Louis, MO
        63101.  Payments by wire transfer may be made to ABA Number
        021030004, receiving bank Federal Reserve Bank of New York, and
        account number 27000001.  The AT&T Companies will also send
        electronic notification on the date said payment is made to
        Johnny Drake at Johnny.Drake@fcc.gov and to Michele Levy Berlove
        at Michele.Berlove@fcc.gov.

        20\. **[Waivers]{.underline}.** The AT&T Companies waive any and
        all rights they may have to seek administrative or judicial
        reconsideration, review, appeal or stay, or to otherwise
        challenge or contest the validity of this Consent Decree and the
        Order adopting this Consent Decree, provided the Commission
        issues an Order adopting the Consent Decree without change,
        addition, modification, or deletion. The AT&T Companies shall
        retain the right to challenge Commission interpretation of the
        Consent Decree or any terms contained herein. If either Party
        (or the United States on behalf of the Commission) brings a
        judicial action to enforce the terms of the Adopting Order,
        neither the AT&T Companies nor the Commission shall contest the
        validity of the Consent Decree or the Adopting Order, and the
        AT&T Companies shall waive any statutory right to a trial *de
        novo*. The AT&T Companies hereby agree to waive any claims they
        may otherwise have under the Equal Access to Justice Act, 5
        U.S.C. § 504 and 47 C.F.R. § 1.1501 *et seq*., relating to the
        matters addressed in this Consent Decree.

        21\. **[Subsequent Rule or Order]{.underline}.** The Parties
        agree that if any provision of the Consent Decree conflicts with
        any subsequent rule or Order adopted by the Commission (except
        an Order specifically intended to revise the terms of this
        Consent Decree to which the AT&T Companies do not expressly
        consent) that provision will be superseded by such Commission
        rule or Order.

        22\. **[Successors and Assigns]{.underline}.** The AT&T
        Companies agree that the provisions of this Consent Decree shall
        be binding on their successors, assigns, and transferees.

        23\. **[Final Settlement]{.underline}.** The Parties agree and
        acknowledge that this Consent Decree shall constitute a final
        settlement between the Parties. The Parties further agree that
        this Consent Decree does not constitute either an admission of
        liability, an admission of noncompliance, an adjudication on the
        merits, or a factual or legal finding or determination regarding
        any compliance or noncompliance with the requirements of the Act
        or the Commission's Rules and Orders.

        24\. **[Modifications]{.underline}.** This Consent Decree cannot
        be modified without the advance written consent of both Parties.

        25\. **[Paragraph Headings]{.underline}.** The headings of the
        Paragraphs in this Consent Decree are inserted for convenience
        only and are not intended to affect the meaning or
        interpretation of this Consent Decree.

        26\. **[Authorized Representative]{.underline}.** Each party
        represents and warrants to the other that it has full power and
        authority to enter into this Consent Decree.

        27\. **[Counterparts]{.underline}.** This Consent Decree may be
        signed in any number of counterparts (including by facsimile),
        each of which, when executed and delivered, shall be an
        original, and all of which counterparts together shall
        constitute one and the same fully executed instrument.

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Kris A. Monteith

Chief, Enforcement Bureau

Federal Communications Commission

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Date

**\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_**

Paul Mancini

Senior VP & Assistant General Counsel

AT&T Inc., on behalf of the AT&T Companies

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Date

[^1]: "AT&T" or "The AT&T Companies" means AT&T Inc., AT&T Connecticut
    (formerly known as The Woodbury Telephone Company), AT&T Corp., AT&T
    Mobility, LLC (formerly known as Cingular Wireless and/or AT&T
    Wireless), BellSouth Telecommunications, Inc., Illinois Bell
    Telephone Company, Indiana Bell Telephone Company, Inc., Michigan
    Bell Telephone Company, The Ohio Bell Telephone Company, Wisconsin
    Bell Telephone Company, SBC Long Distance, LLC, Southwestern Bell
    Telephone Company, Pacific Bell Telephone Company, Nevada Bell
    Telephone Company and SNET America, Inc. and their
    predecessors-in-interest and successors-in-interest.

[^2]: 47 U.S.C. § 222(c)(1).

[^3]: 47 C.F.R. §§ 64.2007, 64.2008(a), 64.2008(d)(3)(ii),
    64.2008(d)(3)(v) and 64.2009(a).

[^4]: 47 U.S.C. §§ 201(b) and 254.

[^5]: 47 C.F.R. §§ 54.712(a), 69.131 and 69.158.

[^6]: 47 U.S.C. § 154(i).

[^7]: 47 C.F.R. §§ 0.111, 0.311.

[^8]: 47 U.S.C. § 222(c)(1).

[^9]: 47 C.F.R. §§ 64.2007, 64.2008(a), 64.2008(d)(3)(ii),
    64.2008(d)(3)(v) and 64.2009(a).

[^10]: 47 U.S.C. §§ 201(b) and 254.

[^11]: 47 C.F.R. §§ 54.712(a), 69.131 and 69.158.

[^12]: *See* Letter from Trent B. Harkrader, Deputy Chief,
    Investigations and Hearings Division, Enforcement Bureau, FCC, dated
    March 13, 2007 ("March 13, 2007 LOI" or "LOI").

[^13]: See Letters from Hillary DeNigro, Chief, Investigations &
    Hearings Division, Enforcement Bureau, FCC, to Mary Henze, Assistant
    Vice President Federal Regulatory, AT&T Inc. and Cathy Carpino,
    Senior Counsel, AT&T Services Inc., dated September 13, 2007 and
    October 30, 2007 ("Supplemental LOI" and "Second Supplemental LOI,"
    respectively).

[^14]: 47 U.S.C § 222(a).

[^15]: In the Matter of Implementation of the Telecommunications Act of
    1996: Telecommunications Carriers\' Use of Customer Proprietary
    Network Information and Other Customer Information and
    Implementation of the Non-Accounting Safeguards of Sections 271 and
    272 of the Communications Act of 1934, as amended, CC Docket Nos.
    96-115 and 96-149, FCC 98-27, Order and Further Notice of Proposed
    Rulemaking, 13 FCC Rcd 8061 (1998) ("CPNI Order"); see also, In the
    Matter of Implementation of The Telecommunications Act of 1996
    Telecommunications Carriers' Use of Customer Proprietary Network
    Information and Other Customer Information, Implementation of the
    Non-Accounting Safeguards of Sections 271 and 272 of the
    Communications Act of 1934,as amended, Order on Reconsideration and
    Petitions for Forbearance, 14 FCC Rcd 14409 (1999); In The Matter of
    Implementation of the Telecommunications Act of
    1996:Telecommunications Carriers' Use of Customer Proprietary
    Network Information and Other Customer Information, Implementation
    of the Non-Accounting Safeguards of Sections 271 and 272 of the
    Communications Act of 1934, as amended, Biennial Regulatory Review
    \-- Review of Policies and Rules Concerning Unauthorized Changes of
    Consumers' Long Distance Carriers, Third Report and Order and Third
    Further Notice of Proposed Rulemaking, 17 FCC Rcd 14860 (2002).

[^16]: 47 C.F.R. § 64.2007; see also 47 U.S.C. § 222(c)(1); except that
    carriers may "use, disclose, or permit access to CPNI for the
    purpose of providing or marketing service offerings among the
    categories of service (i.e., local, interexchange, and CMRS) to
    which the customer already subscribes from the same carrier, without
    customer approval." 47 C.F.R. § 64.2005(a).

[^17]: 47 C.F.R. § 64.2008(a).

[^18]: 47 C.F.R. § 64.2003(i).

[^19]: 47 C.F.R. § 64.2008(d)(3)(ii).

[^20]: 47 C.F.R. § 64.2009(a).

[^21]: *See* Letter from Colleen Heitkamp, Chief, Telecommunications
    Consumers Division, Enforcement Bureau, to Michelle Thomas, AT&T
    Inc. (EB File No. EB-06-TC-049, January 27, 2006). On December 29,
    2006, subsequent to the initiation of this investigation, the
    Commission approved the merger between AT&T and Bellsouth.
    Accordingly, we will hereafter refer to the Company as Bellsouth for
    matters concerning the Bureau's investigation and AT&T for any
    agreements contained herein between the Company and the Commission.

[^22]: *See* Letter from Bennett L. Ross, General Counsel -- DC,
    BellSouth Corporation, to Colleen Heitkamp, Chief,
    Telecommunications Consumers Division, Enforcement Bureau ("July 28,
    2006 Opt-Out Failure Notice").

[^23]: *Id.*

[^24]: *See* Letter of Inquiry from Marcy Greene, Deputy Division Chief,
    Telecommunications Consumers Division, Enforcement Bureau, to
    Bennett L. Ross, General Counsel -- DC, BellSouth Corporation
    (November 22, 2006).

[^25]: *See* Letters from Bennett L. Ross, General Counsel -- DC,
    BellSouth Corporation to Colleen Heitkamp, Chief, Telecommunications
    Consumers Division, Enforcement Bureau (December 8, 2006) (December
    15, 2006) and (December 19, 2006).

[^26]: *See* Notification Under Section 64.2009(f), CC Docket No.
    96-115, Letter from Davida Grant, Senior Attorney, AT&T Inc., to
    Christi Shewman, Chief, Competition Policy Division, Wireline
    Competition Bureau, and Erica McMahon, Chief, Consumer Policy
    Division, Consumer & Governmental Affairs Bureau, Federal
    Communications Commission ("July 9, 2007 Opt-Out Failure Notice").

[^27]: *See* Annual CPNI Compliance Report, File Nos. EB-05-TC-047 and
    EB-06-TC-059, Letter from Davida Grant, Senior Attorney, AT&T Inc.,
    to Colleen Heitkamp, Chief, Telecommunications Consumers Division,
    Enforcement Bureau, Federal Communications Commission (August 6,
    2007) ("Compliance Report").

[^28]: *In the Matter of AT&T Inc., Compliance with the Commission's
    Rules and Regulations Governing Customer Proprietary Network
    Information*, Order, 21 FCC Rcd 7732 (2006) ("July 7, 2006 Consent
    Decree").

[^29]: Compliance Report at 6.

[^30]: *Id.* at 5.

[^31]: *See* Letter of Inquiry from Marcy Greene, Deputy Division Chief,
    Telecommunications Consumers Division, Enforcement Bureau, to Jackie
    Flemming, Executive Director, Federal Regulatory, AT&T Inc. (August
    14, 2007).

[^32]: *See* Letter from Davida Grant, Senior Attorney, AT&T Inc., to
    Colleen Heitkamp, Chief, Telecommunications Consumers Division,
    Enforcement Bureau (September 13, 2007).

[^33]: *See* Notification Under Section 64.2009(f), CC Docket No.
    96-115, Letter from Davida Grant, Senior Attorney, AT&T Inc., to
    Christi Shewman, Chief, Competition Policy Division, Wireline
    Competition Bureau, and Erica McMahon, Chief, Consumer Policy
    Division, Consumer & Governmental Affairs Bureau, Federal
    Communications Commission ("January 18, 2008 Opt-Out Failure
    Notice").

[^34]: *Id.*

[^35]: *Id.*

[^36]: *See* Letter of Inquiry from Marcy Greene, Deputy Division Chief,
    Telecommunications Consumers Division, Enforcement Bureau, to Davida
    Grant, Senior Attorney, AT&T Inc. (January 31, 2008).

[^37]: *See* Letter from Davida Grant, Senior Attorney, AT&T Inc., to
    Colleen Heitkamp, Chief, Telecommunications Consumers Division,
    Enforcement Bureau (February 21, 2008).

[^38]: *See generally* 47 C.F.R. §§ 54.706 -- 54.713 (outlining
    requirements for contributions to the federal universal service
    support mechanisms*). See also* *Federal-State Joint Board on
    Universal Service, 1998 Biennial Regulatory Review − Streamlined
    Contributor Reporting Requirements Associated with Administration of
    Telecommunications Relay Services, North American Numbering Plan,
    Local Number Portability, and Universal Service Support Mechanisms,
    Telecommunications Services for Individuals with Hearing and Speech
    Disabilities, and the Americans with Disabilities Act of 1990,
    Administration of the North American Numbering Plan and North
    American Numbering Plan Cost Recovery Contribution Factor and Fund
    Size, Number Resource Optimization, Telephone Number Portability,
    Truth-in-Billing and Billing Format,* Report and Order and Second
    Further Notice of Proposed Rulemaking, 17 FCC Rcd 24952 (2002)
    ("*Interim Contribution Order*").

[^39]: *See Federal-State Board on Universal Service*, Report and Order,
    12 FCC Rcd 8776, 9210-11, para. 853 (1997) (subsequent history
    omitted) ("*Universal Service Order"*).

[^40]: *Id*.

[^41]: 47 C.F.R. § 54.712.

[^42]: 47 U.S.C. § 201(b).

[^43]: 47 U.S.C. 254(b); 47 C.F.R. §§ 69.131, 69.158.

[^44]: 47 C.F.R. §§ 54.400 *et seq.*

[^45]: *Interim Contribution Order*, 17 FCC Rcd at 24982, para. 62.

[^46]: *See* LOI.