**Before the**

**Federal Communications Commission**

**Washington, D.C. 20554**

+----------------------------------+---+-------------------------------+
| In the Matter of                 | ) | CCB/CPD File No. 00-20        |
|                                  |   |                               |
| BellSouth Telecommunications,    | ) | CCB/CPD File No. 00-21        |
| Inc.'s Petition for Pricing      |   |                               |
| Flexibility for Special Access   | ) |                               |
| and Dedicated Transport Services |   |                               |
|                                  | ) |                               |
| BellSouth Telecommunications,    |   |                               |
| Inc.'s Petition for Pricing      | ) |                               |
| Flexibility for Switched Access  |   |                               |
| Services                         | ) |                               |
|                                  |   |                               |
|                                  | ) |                               |
|                                  |   |                               |
|                                  | ) |                               |
+----------------------------------+---+-------------------------------+

PROTECTIVE ORDER

**Adopted:** August 31, 2000 **Released:** August 31, 2000

By the Chief, Competitive Pricing Division:

1.  On August 24, 2000 BellSouth Telecommunications, Inc. (BellSouth)
    filed a petition[^1] seeking pricing flexibility[^2] for special
    access and dedicated transport services throughout numerous
    Metropolitan Statistical Areas (MSAs) in its service territory
    pursuant to section 1.774 of the Commission's rules.[^3] On August
    28, 2000 BellSouth filed a similar petition seeking pricing
    flexibility for switched access services throughout numerous MSAs in
    its service territory.[^4] In support of its petitions for pricing
    flexibility, BellSouth filed four categories of information for
    which it seeks confidential treatment:[^5] (1) data showing the
    identity of specific service providers and where they have
    collocated their facilities in BellSouth wire centers; [^6] (2) line
    counts for unbundled network element (UNE) loops and ported number
    counts;[^7] (3) BellSouth disaggregated revenue data for special
    access and dedicated transport services shown on an MSA basis;[^8]
    and (4) customer class location information at the wire center
    level.[^9] Today, we authorize examination of the materials listed
    in categories (2), (3), and (4) for which confidential treatment has
    been sought subject to compliance with this Protective Order. For
    the reasons discussed below, however, this Order does not authorize
    public inspection of certain collocation data.

2.  *Collocation Data*. BellSouth argues that information concerning the
    identity of specific service providers that have collocated their
    facilities in BellSouth wire centers represents confidential carrier
    information which is known to BellSouth by virtue of its provision
    of collocation services and which is subject to limitations on use
    and disclosure under the terms of Section 222(b) of the
    Communications Act of 1934, as amended.[^10] In the *Pricing
    Flexibility Order*, the Commission required a price cap LEC: (1) to
    provide to each party upon which the price cap LEC relies in its
    pricing flexibility petition any information contained in the
    petition about that party's collocation arrangements, even if the
    price cap LEC has sought confidential treatment of that
    information; (2) to certify in its petition that it has done so;
    and (3) to provide to the Commission a copy of the information it
    provides to those parties.[^11] Because the individual collocators
    upon which BellSouth relies can verify or dispute the accuracy of
    the collocation information by virtue of these safeguards, we do not
    provide for public inspection of the collocation data pursuant to
    this Protective Order. [^12]

3.  *Line Counts for UNE Loops and Ported Numbers.* BellSouth argues
    that line counts for UNE loops and ported numbers shown at the wire
    center level constitutes aggregate customer information which is
    subject to certain restrictions on use and disclosure pursuant to
    Section 222 (c)(3) of the Act.[^13] Section 222 (c)(3) does not
    preclude disclosure of aggregate information, but it requires that
    such information, if disclosed, must be made available to requesting
    parties on reasonable and nondiscriminatory terms and conditions. We
    believe that the opportunity to examine such information pursuant to
    the terms of this Protective Order satisfies this requirement.

4.  *Revenue Data and Customer Class Location Information*. BellSouth
    argues that disclosure of revenue data that are shown at the MSA
    level would provide BellSouth's competitors valuable market
    information that would enable competitors to identify BellSouth's
    most lucrative markets within a state and to target their business
    planning efforts accordingly.[^14] Similarly, BellSouth argues that
    disclosure of location counts by class of customer at the wire
    center level could substantially harm the competitive position of
    BellSouth by assisting competitors in their analysis of market
    opportunities and preparation of marketing strategies to use in
    direct competition with BellSouth.[^15] BellSouth maintains that
    such disclosure would subject BellSouth to significant revenue loss
    arising from the unfair advantage that such information would
    provide BellSouth's competitors.[^16] Accordingly, BellSouth seeks
    confidential treatment of its revenue data and location counts by
    class of customer.

5.  BellSouth does not object to making the UNE loop, ported numbers,
    revenue, and customer location data discussed above available to any
    party signing a nondisclosure agreement in order to participate in
    this proceeding. Accordingly, pending a final determination on the
    issue of confidentiality, this information should be made available
    for inspection subject to this Protective Order. This Protective
    Order should facilitate the orderly exchange of relevant
    information. We, therefore, adopt this Protective Order to ensure
    that the documents considered confidential or proprietary by
    BellSouth are afforded the necessary protection.

6.  Subject to compliance with this Protective Order, Authorized
    Representatives may inspect the data specified above for which
    BellSouth has requested confidential treatment in this proceeding by
    contacting either of the following BellSouth representatives:

    W.W. (Whit) Jordan, Vice President- Regulatory Affairs

    BellSouth Telecommunications, Inc.

    Suite 900

    1133 21^st^ Street, N.W.

    Washington, DC 20036

    Telephone: 202-463-4114

    Richard Sbaratta

    Suite 1700

    1155 Peachtree Street

    Atlanta, GA 30306

7.  This Protective Order is intended to facilitate and expedite the
    review of documents containing trade secrets and commercial or
    financial information obtained from a person and which is privileged
    or confidential. It reflects the manner in which \"Confidential
    Information,\" as that term is defined herein, is to be treated. The
    Protective Order is not intended to constitute a resolution of the
    merits concerning whether any Confidential Information would be
    released publicly by the Commission upon a proper request under the
    Freedom of Information Act or other applicable law or regulation,
    including 47 C.F.R. § 0.442.

8.  Definitions.

a\. Authorized Representative. \"Authorized Representative\" shall have
the meaning set forth in Paragraph 14.

b\. Commission. \"Commission\" means the Federal Communications
Commission or any arm of the Commission acting pursuant to delegated
authority.

c\. Confidential Information. \"Confidential Information\" means (i)
information submitted to the Commission by the Submitting Party that has
been so designated by the Submitting Party and which the Submitting
Party has determined in good faith constitutes trade secrets or
commercial or financial information which is privileged or confidential
within the meaning of Exemption 4 of the Freedom of Information Act, 5
U.S.C. § 552(b)(4); (ii) information submitted to the Commission by the
Submitting Party that has been so designated by the Submitting Party and
which the Submitting Party has determined in good faith falls within the
terms of Commission orders designating the items for treatment as
Confidential Information; and (iii) information that the Commission has
allowed to be examined off‑site and that otherwise complies with the
requirements of this paragraph. Confidential Information includes
additional copies of and information derived from Confidential
Information.

d\. Declaration. \"Declaration\" means Attachment A to this Protective
Order.

e\. Reviewing Party. \"Reviewing Party\" means a person or entity
participating in this proceeding or considering in good faith filing a
document in this proceeding.

f\. Submitting Party. \"Submitting Party\" means a person or entity that
seeks confidential treatment of Confidential Information pursuant to
this Protective Order.

9.  Claim of Confidentiality. The Submitting Party may designate
    information as \"Confidential Information\" consistent with the
    definition of that term in Paragraph 8 of this Protective Order. The
    Commission may, sua sponte or upon petition, pursuant to 47 C.F.R §§
    0.459 and 0.461, determine that all or part of the information
    claimed as \"Confidential Information\" is not entitled to such
    treatment.

10. Procedures for Claiming Information is Confidential. Confidential
    Information submitted to the Commission shall be filed under seal
    and shall bear on the front page in bold print, \"CONTAINS
    PRIVILEGED AND CONFIDENTIAL INFORMATION ‑ DO NOT RELEASE.\"
    Confidential Information shall be segregated by the Submitting Party
    from all non‑confidential information submitted to the Commission.
    To the extent a document contains both Confidential Information and
    non‑confidential information, the Submitting Party shall designate
    the specific portions of the document claimed to contain
    Confidential Information and shall, where feasible, also submit a
    redacted version not containing Confidential Information.

11. Storage of Confidential Information at the Commission. The Secretary
    of the Commission or other Commission staff to whom Confidential
    Information is submitted shall place the Confidential Information in
    a non‑public file. Confidential Information shall be segregated in
    the files of the Commission, and shall be withheld from inspection
    by any person not bound by the terms of this Protective Order,
    unless such Confidential Information is released from the
    restrictions of this Order either through agreement of the parties,
    or pursuant to the order of the Commission or a court having
    jurisdiction.

12. Access to Confidential Information. Confidential Information shall
    only be made available to Commission staff, Commission consultants,
    and to counsel to the Reviewing Parties, or, if a Reviewing Party
    has no counsel, to a person designated by the Reviewing Party.
    Before counsel to a Reviewing Party or such other designated person
    designated by the Reviewing Party may obtain access to Confidential
    Information, counsel or such other designated person must execute
    the attached Declaration. Consultants under contract to the
    Commission may obtain access to Confidential Information only if
    they have signed, as part of their employment contract, a
    non‑disclosure agreement or if they execute the attached
    Declaration.

13. Counsel to a Reviewing Party or such other person designated
    pursuant to Paragraph 12 may disclose Confidential Information to
    other Authorized Representatives to whom disclosure is permitted
    under the terms of paragraph 14 of this Protective Order only after
    advising such Authorized Representatives of the terms and
    obligations of the Protective Order. In addition, before Authorized
    Representatives may obtain access to Confidential Information, each
    Authorized Representative must execute the attached Declaration.

14. Authorized Representatives shall be limited to:

a\. Counsel for the Reviewing Parties to this proceeding, including
in‑house counsel actively engaged in the conduct of this proceeding, and
their associated attorneys, paralegals, clerical staff, and other
employees, to the extent reasonably necessary to render professional
services in this proceeding;

b\. Specified persons, including employees of the Reviewing Parties,
requested by counsel to furnish technical or other expert advice or
service, or otherwise engaged to prepare material for the express
purpose of formulating filings in this proceeding; or

c\. Any person designated by the Commission in the public interest, upon
such terms as the Commission may deem proper.

15. Inspection of Confidential Information. Confidential Information
    shall be maintained by a Submitting Party for inspection at two or
    more locations, at least one of which shall be in Washington, D.C.
    Inspection shall be carried out by Authorized Representatives upon
    reasonable notice (generally not to exceed one business day) during
    normal business hours.

16. Copies of Confidential Information. The Submitting Party shall
    provide a copy of the Confidential Material to Authorized
    Representatives upon request and may charge a reasonable copying fee
    not to exceed twenty five cents per page. Authorized Representatives
    may make additional copies of Confidential Information but only to
    the extent required and solely for the preparation and use in this
    proceeding. Authorized Representatives must maintain a written
    record of any additional copies made and provide this record to the
    Submitting Party upon reasonable request. The original copy and all
    other copies of the Confidential Information shall remain in the
    care and control of Authorized Representatives at all times.
    Authorized Representatives having custody of any Confidential
    Information shall keep the documents properly secured at all times.

17. Filing of Declaration. Counsel for Reviewing Parties shall provide
    to the Submitting Party and the Commission a copy of the attached
    Declaration for each Authorized Representative within five (5)
    business days after the attached Declaration is executed, or by any
    other deadline that may be prescribed by the Commission.

18. Use of Confidential Information. Confidential Information shall not
    be used by any person granted access under this Protective Order for
    any purpose other than for use in this proceeding (including any
    subsequent administrative or judicial review) unless otherwise
    ordered by the Commission or a court of competent jurisdiction,
    shall not be used for competitive business purposes, and shall not
    be used or disclosed except in accordance with this Protective
    Order. This shall not preclude the use of any material or
    information that is in the public domain or has been developed
    independently by any other person who has not had access to the
    Confidential Information nor otherwise learned of its contents.

19. Pleadings Using Confidential Information. Submitting Parties and
    Reviewing Parties may, in any pleadings that they file in this
    proceeding, reference the Confidential Information, but only if they
    comply with the following procedures:

a\. Any portions of the pleadings that contain or disclose Confidential
Information must be physically segregated from the remainder of the
pleadings and filed under seal;

b\. The portions containing or disclosing Confidential Information must
be covered by a separate letter referencing this Protective Order;

c\. Each page of any Party\'s filing that contains or discloses
Confidential Information subject to this Protective Order must be
clearly marked: "Confidential Information included pursuant to
Protective Order in the Matter of BellSouth Telecommunications, Inc.'s
Petition for Pricing Flexibility for Special Access and Dedicated
Transport Services, CCB/CPD No. 00-20" or "Confidential Information
included pursuant to Protective Order in the Matter of BellSouth
Telecommunications, Inc.'s Petition for Pricing Flexibility for Switched
Access Services, CCB/CPD No. 00-21;\" and

d\. The confidential portion(s) of the pleading, to the extent they are
required to be served, shall be served upon the Secretary of the
Commission, the Submitting Party, and those Reviewing Parties that have
signed the attached Declaration. Such confidential portions shall be
served under seal. They shall not be placed in the Commission\'s Public
File unless the Commission directs otherwise (with notice to the
Submitting Party and an opportunity to comment on such proposed
disclosure). A Submitting Party or a Reviewing Party filing a pleading
containing Confidential Information shall also file a redacted copy of
the pleading containing no Confidential Information, which copy shall be
placed in the Commission\'s public files. A Submitting Party or a
Reviewing Party may provide courtesy copies of pleadings containing
Confidential Information to Commission staff so long as the notation
required by subsection c. of this paragraph is not removed.

20. Violations of Protective Order. Should a Reviewing Party that has
    properly obtained access to Confidential Information under this
    Protective Order violate any of its terms, it shall immediately
    convey that fact to the Commission and to the Submitting Party.
    Further, should such violation consist of improper disclosure or use
    of Confidential Information, the violating party shall take all
    necessary steps to remedy the improper disclosure or use. The
    Violating Party shall also immediately notify the Commission and the
    Submitting Party, in writing, of the identity of each party known or
    reasonably suspected to have obtained the Confidential Information
    through any such disclosure. The Commission retains its full
    authority to fashion appropriate sanctions for violations of this
    Protective Order, including but not limited to suspension or
    disbarment of attorneys from practice before the Commission,
    forfeitures, cease and desist orders, and denial of further access
    to Confidential Information in this or any other Commission
    proceeding. Nothing in this Protective Order shall limit any other
    rights and remedies available to the Submitting Party at law or
    equity against any party using Confidential Information in a manner
    not authorized by this Protective Order.

21. Termination of Proceeding. Unless otherwise ordered by the
    Commission or a court of competent jurisdiction, within two weeks
    after final resolution of this proceeding (which includes any
    administrative or judicial appeals), Authorized Representatives of
    Reviewing Parties shall destroy or return to the Submitting Party
    all Confidential Information as well as all copies and derivative
    materials made. Authorized representatives shall certify in a
    writing served on the Commission and the Submitting Party that no
    material whatsoever derived from such Confidential Information has
    been retained by any person having access thereto, except that
    counsel to a Reviewing Party may retain two copies of pleadings
    submitted on behalf of the Reviewing Party and other attorney work
    product. Any confidential information contained in any copies of
    pleadings retained by counsel to a Reviewing Party or in materials
    that have been destroyed pursuant to this paragraph shall be
    protected from disclosure or use indefinitely in accordance with
    paragraphs 16 and 18 of this Protective Order unless such
    Confidential Information is released from the restrictions of this
    Protective Order either through agreement of the parties, or
    pursuant to the order of the Commission or a court having
    jurisdiction.

22. No Waiver of Confidentiality. Disclosure of Confidential Information
    as provided herein shall not be deemed a waiver by the Submitting
    Party of any privilege or entitlement to confidential treatment of
    such Confidential Information. Reviewing Parties, by viewing these
    materials: (a) agree not to assert any such waiver; (b) agree not to
    use information derived from any confidential materials to seek
    disclosure in any other proceeding; and (c) agree that accidental
    disclosure of Confidential Information shall not be deemed a waiver
    of any privilege.

23. Additional Rights Preserved. The entry of this Protective Order is
    without prejudice to the rights of the Submitting Party to apply for
    additional or different protection where it is deemed necessary or
    to the rights of Reviewing Parties to request further or renewed
    disclosure of Confidential Information.

24. Effect of Protective Order. This Protective Order constitutes an
    Order of the Commission and an agreement between the Reviewing
    Party, executing the attached Declaration, and the Submitting Party.

25. Authority. This Protective Order is issued pursuant to Sections 4(i)
    and 4(j) of the Communications Act, as amended, 47 U.S.C. §§ 154(i)
    and (j), Section 0.457(d) of the Commission's rules, 47 C.F.R. §
    0.457(d), and through the authority delegated pursuant to Sections
    0.91 and 0.291 of the Commission's rules, 47 C.F.R. §§ 0.91 and
    0.291.

    FEDERAL COMMUNICATIONS COMMISSION

    Jane E. Jackson

    Chief, Competitive Pricing Division

    Common Carrier Bureau

Attachment A to Protective Order

DECLARATION

+----------------+----------------+----------------+---+---------------+
| In the Matter  | )              |                |   |               |
| of             |                |                |   |               |
|                | )              |                |   |               |
| BellSouth      |                |                |   |               |
| Telec          | ) CCB/CPD File |                |   |               |
| ommunications, | No. 00-20      |                |   |               |
| Inc.'s         |                |                |   |               |
| Petition for   | )              |                |   |               |
| Pricing        |                |                |   |               |
| Flexibility    | )              |                |   |               |
| for Special    |                |                |   |               |
| Access and     | )              |                |   |               |
| Dedicated      |                |                |   |               |
| Transport      | ) CCB/CPD File |                |   |               |
| Services       | No. 00-21      |                |   |               |
|                |                |                |   |               |
| BellSouth      | )              |                |   |               |
| Telec          |                |                |   |               |
| ommunications, | )              |                |   |               |
| Inc.'s         |                |                |   |               |
| Petition for   |                |                |   |               |
| Pricing        |                |                |   |               |
| Flexibility    |                |                |   |               |
| for Switched   |                |                |   |               |
| Access         |                |                |   |               |
| Services       |                |                |   |               |
+----------------+----------------+----------------+---+---------------+

I,
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_,
hereby declare under penalty of perjury that I have read the Protective
Order in these proceedings, and that I agree to be bound by its terms
pertaining to the treatment of Confidential Information submitted by
parties to this proceeding. I understand that the Confidential
Information shall not be disclosed to anyone except in accordance with
the terms of the Protective Order and shall be used only for purposes of
the proceedings in this matter. I acknowledge that a violation of the
Protective Order is a violation of an order of the Federal
Communications Commission. I acknowledge that this Protective Order is
also a binding agreement with the Submitting Party.

(signed)\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

(name)\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

(representing)\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

(title)\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

(employer)\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

(address)\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

(phone)\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

(date)\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

[^1]: *See* Letter from Helen Shockey, BellSouth Attorney, to Magalie
    Salas, Secretary, FCC, Requesting Confidential Treatment of
    Information Filed Under Seal in Support of its Petition for Pricing
    Flexibility for Certain Special Access and Dedicated Transport
    Services, August 24, 2000 (*BellSouth August 24, 2000 Request*).

[^2]: In the *Access Charge Reform Fifth Report and Order*, the
    Commission adopted a framework for granting relief from its price
    cap and tariff rules to a price cap local exchange carrier (LEC)
    that can demonstrate that competitive entry into a particular market
    is sufficient to warrant relaxation of such rules governing
    interstate access services. *See* Access Charge Reform, CC Docket
    No. 96-262, Fifth Report and Order, 14 FCC Rcd 14221 (1999)
    (*Pricing Flexibility Order*). To make such a showing, a price cap
    LEC may submit information concerning collocation, wire-center
    revenue data, and wire-center line count information. *See* 47
    C.F.R. §69.701 *et seq*.

[^3]: 47 C.F.R. § 1.774.

[^4]: *See* Letter from Helen Shockey, BellSouth Attorney, to Magalie
    Salas, Secretary, FCC, Requesting Confidential Treatment of
    Information Filed Under Seal in Support of its Petition for Pricing
    Flexibility for Certain Switched Access Services, August 28, 2000
    (*BellSouth August 28, 2000 Request*).

[^5]: Bell South requested confidential treatment of designated portions
    of the information filed in support of its pricing flexibility
    petitions pursuant to Sections 0.457 and 0.459 of the Commission's
    rules. See 47 C.F.R. §§ 0.457, 0.459 and 1.774(b).

[^6]: *See* *BellSouth August 24, 2000 Request;* *BellSouth August 28,
    2000 Request*.

[^7]: *See BellSouth August 28, 2000 Request*.

[^8]: *See* *BellSouth August 24, 2000 Request*.

[^9]: *See* *BellSouth August 28, 2000 Request*.

[^10]: 47 U.S.C. § 222(b).

[^11]: *Pricing Flexibility Order*, 14 FCC Rcd at 14311; 47 C.F.R. §
    1.774(e)(1)(ii). The price cap LEC may provide data to the party in
    redacted form, revealing only that information that relates to that
    party. *See* 47 C.F.R. § 1.774(e)(1)(ii)(B).

[^12]: Because of the safeguards we have established to ensure the
    veracity of this data, we do not need to reach the issue of whether
    Section 222 of the Act precludes disclosure of this information.

[^13]: 47 U.S.C. § 222(c)(3).

[^14]: *See BellSouth August 24, 2000 Request.*

[^15]: *See BellSouth August 28, 2000 Request*.

[^16]: *See BellSouth August 24, 2000 Request.*