Before the

**Federal Communications Commission**

**Washington, D.C. 20554**

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**REPORT AND ORDER**

**Adopted:** March 14, 2002 **Released:** March 21, 2002

By the Commission: Commissioner Copps approving in part, dissenting in
part, and issuing a statement.

TABLE OF CONTENTS

**Paragraph**

I. INtroduction 1

II\. executive summary [3](#executive-summary)

III\. background [4](#background)

IV\. Filing Rule 8

A. Application Format and Filing Alternatives 9

B. Electronic Filing 18

V. Streamlining Rule 19

A. Notice and Comment Period 19

B. Eligibility for Streamlined Treatment 24

1\. Background 24

2\. Discussion 27

C. Removal of Applications from Streamlining 41

1\. Background 41

2\. Discussion 43

*D.* *Pro Forma* Transactions 48

1\. Background 48

2\. Discussion 50

E. Waiver Requests 55

VI\. Asset Acquisitions 57

A. Background 57

B. Discussion 59

VII\. Rule Sections to be Deleted 65

VIII\. PROCEDURAL MATTERS 69

A. Final Regulatory Flexibility Analysis 69

B. Final Paperwork Reduction Act Analysis 70

IX\. Ordering clauses 71

APPENDIX A -- List of Commenters

APPENDIX B -- Final Rules

APPENDIX C -- fINAL REGULATORY FLEXIBILITY ANALYSIS

# INtroduction 

1.  In this Order, the Commission adopts rules to govern and streamline
    review of applications for section 214 authorization to transfer
    control of domestic transmission lines.[^1] Specifically, for the
    reasons set forth below, we implement streamlining procedures that
    will allow domestic telecommunications carriers to qualify for
    expedited review of their applications. By adopting these rules, we
    seek to reduce unnecessary regulatory burdens on carriers while
    increasing the predictability and transparency of our review.

2.  This Order takes several significant steps to lessen the burden on
    carriers seeking authorization to acquire domestic transmission
    lines. We establish a 30-day streamlined review process that will
    presumptively apply to domestic 214 transfer applications meeting
    specified criteria, and that will apply on a case-by-case basis to
    all other domestic section 214 applications. Our rules currently
    contain no guidance concerning the information that carriers should
    provide in domestic section 214 applications. We adopt rules in this
    Order to provide that guidance. We also ease filing burdens by
    adopting rules that enable carriers to file a single document with
    the Commission that combines both domestic and international section
    214 applications.[^2] We eliminate application filing requirements
    for all *pro forma* transactions, and we require simple
    post-transaction notifications to the Commission only for certain
    transfers in bankruptcy proceedings. We also define *pro forma*
    transactions in the domestic section 214 context in a manner that is
    consistent with how we define *pro forma* transactions involving
    other types of Commission authorizations. In addition, we modify our
    filing requirements with regard to asset acquisitions, by requiring
    that they now be treated as transfers of control. Overall, the steps
    we take in this item will add predictability, efficiency, and
    transparency to the Commission's review process, and will greatly
    improve our current transfer of control procedures, which carriers
    have sometimes found confusing, cumbersome, and overly burdensome to
    navigate.

# executive summary

3.  The Order institutes two basic rules: a Filing Rule and a
    Streamlining Rule.[^3] The following is a summary of these rules and
    of other actions taken in this Order.

-   **Joint Applications.** The Filing Rule provides carriers with
    domestic and international operations the option of filing one
    document that combines both their international and their domestic
    section 214 transfer applications.[^4]

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-   **Required Information.** The Filing Rule sets forth the information
    that applicants must provide in their domestic section 214
    applications, whether filed separately or in combination with an
    international section 214 application.

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-   **30-Day Review Process.** The Streamlining Rule adopts a
    streamlined review process in which certain applications are
    automatically granted 30 days after public notice unless a carrier
    is otherwise notified by the Commission. All domestic section 214
    applications will be eligible for streamlined processing, regardless
    of the carriers and types of transactions involved.

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-   **Presumptive Categories.** The Streamlining Rule lists categories
    of applications that would be presumptively accorded streamlined
    treatment, such as those involving only non-facilities-based
    carriers; certain types of incumbent independent local exchange
    carrier (LEC) transactions; combinations of interexchange carriers
    with low combined market shares; and proposed transactions where one
    party provides no domestic telecommunications services. Streamlined
    processing of applications not falling within a presumptive category
    will be determined on a case-by-case basis.

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-   **Removal from Streamlining.** Under the Streamlining Rule, the
    Commission, acting through the Common Carrier Bureau, can remove an
    application from streamlined processing at any time. To provide
    further guidance, the Streamlining Rule gives examples of
    circumstances that would warrant removal of a transaction from
    streamlining.

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-   ***Pro Forma* Transactions.** To promote consistency in the
    Commission's licensing and authorization rules, the Streamlining
    Rule defines *pro forma* transactions in a manner that is consistent
    with the definition used by the Commission in other contexts to
    permit carriers to consummate *pro forma* transactions without prior
    Commission approval.

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-   **Asset Acquisitions.** The Order harmonizes the treatment of asset
    acquisitions with the treatment of acquisitions of corporate
    control.

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-   **Deleted Rules.** The Order deletes sections of the Commission's
    rules that we have determined to be obsolete.

# background

4.  Under section 214 of the Communications Act, carriers must obtain a
    certificate of public convenience and necessity from the Commission
    before constructing, acquiring, operating or engaging in
    transmission over lines of communication, or before discontinuing,
    reducing or impairing service to a community.[^5] In considering
    such applications, the Commission has employed a public interest
    standard under section 214(a) that involves an examination of the
    potential public interest harms and benefits of a proposed
    transaction.[^6] In 1999, the Commission adopted the current version
    of Rule 63.01, granting all carriers blanket authority under section
    214 to provide domestic interstate services and to construct,
    acquire, or operate any domestic transmission line.[^7] The blanket
    authority in Rule 63.01, however, does not extend to the transfer of
    lines resulting from an acquisition of corporate control.[^8] The
    Commission found that acquisitions of corporate control often raise
    serious public interest concerns regarding the state of competition
    following a proposed acquisition or merger. The Commission also
    noted that such acquisitions often are contested and draw
    significant public comments that the Commission is bound to
    consider.[^9]

5.  Accordingly, with respect to acquisitions of corporate control, the
    Commission decided that carriers must file a section 214 application
    with the Commission and obtain Commission approval prior to
    consummating a proposed transaction. As the Commission explained in
    the *1999 Streamlining Order,* acquisitions under section 214 can be
    either acquisitions of assets -- such as by purchase or lease of
    lines -- or acquisitions of corporate control, such as acquisitions
    of equity ownership (*e.g.*, stock or partnership interests), veto
    power, or a controlling interest in a board of directors. The
    Commission reasoned that the magnitude of corporate acquisitions and
    their potential effect on competition distinguished them from
    acquisitions of assets.[^10] Therefore, the Commission decided to
    include asset acquisitions under blanket authority -- which does not
    require a section 214 transfer application to be filed -- while
    concluding that "corporate acquisitions should not be covered by
    blanket authority."[^11] Because carriers also file applications
    pursuant to section 214 to discontinue operations,[^12] under the
    terms of the *1999 Streamlining Order,* a carrier that sells its
    assets is currently required to file a discontinuance application
    with the Commission and notify all affected customers that it is
    discontinuing service.[^13]

6.  In the Notice of Proposed Rulemaking (Notice) adopted in this
    proceeding last July, the Commission tentatively concluded that a
    substantial number of transactions do not raise public interest
    concerns and should be granted on an expedited basis.[^14]
    Therefore, the Commission sought comment on ways to streamline its
    review process for these transactions. The Notice set forth various
    streamlining models that the Commission could adopt for domestic
    section 214 transfers of control, such as the "discontinuance"
    model[^15] or the international section 214 streamlining model.[^16]
    The Commission also invited comment on the types of proposed
    transactions that should qualify for streamlined treatment, and the
    information that carriers would need to provide in their
    applications to establish eligibility for streamlining.[^17] Because
    it is not always possible to predict which applications will raise
    competition concerns or other public interest concerns, the
    Commission tentatively concluded that it should reserve authority to
    remove applications from streamlined review, as it does when
    handling applications for transfers of control of international and
    wireless licenses and authorizations.[^18] The Commission also asked
    about miscellaneous issues such as the appropriate treatment of
    carriers entering into bankruptcy proceedings and applicants facing
    imminent business failure, and whether the Common Carrier Bureau
    should establish a scheme for the review of *pro forma*
    transactions, *i.e.,* those changes in corporate form that do not
    result in a change in ultimate control of the authorized
    carrier.[^19]

7.  With respect to applications accompanied by a waiver request, the
    Commission tentatively concluded that it should decide on a
    case-by-case basis whether streamlined treatment should apply.[^20]
    The Commission also sought input on whether the blanket authority
    established for beginning new operations or transferring assets
    should be extended to transfers of control of non-dominant
    carriers.[^21] Finally, the Commission requested comment on whether
    the existing regulatory distinction between asset acquisitions --
    which result in discontinuance applications by the selling carrier
    -- and stock acquisitions, which require transfer of control
    filings, may provide an incentive for some firms to structure
    transactions to avoid rigorous Commission review of matters
    affecting competition.[^22]

# Filing Rule

8.  Our new filing rule establishes the minimum information required in
    domestic section 214 transfer applications and creates a procedure
    that permits carriers to file domestic and international section 214
    applications in a single document. In this section, we describe this
    new rule and discuss our ongoing initiatives to improve applicants'
    access to electronic filing procedures.

## Application Format and Filing Alternatives

9.  The Commission's rules currently require two separate applications
    under section 214 where a proposed transaction involves both
    international and domestic transfers of control.[^23] Based on the
    Commission's experience with these applications and our discussions
    with interested parties, it appears that confusion exists regarding
    precisely what information should be contained in a domestic section
    214 application. Although the Commission has adopted rules regarding
    the content of international section 214 applications, there are no
    rules specifying the content of domestic applications. Therefore,
    the Commission sought comment in the Notice on what information
    should be contained in domestic section 214 transfer of control
    applications.

10. In comments, carriers requested that the domestic and international
    section 214 transfer of control applications and approval processes
    be combined, stating that by making the requirements for domestic
    transfer of control applications mirror the requirements of the
    international section 214 transfer of control applications, the
    Commission would minimize the administrative burdens associated with
    transfers of control and would facilitate timely closing of
    transactions.[^24]

11. We agree in substantial measure with these commenters, and establish
    a new domestic section 214 application filing procedure to permit
    parties to file joint applications for international and domestic
    section 214 transfers of control.[^25] Under this new application
    procedure, applicants seeking approval for both domestic and
    international section 214 transfers of control can file the
    international section 214 application with an attachment that
    contains the information required for the domestic section 214
    application that is not already included as part of the
    international section 214 application.[^26] Applicants must file
    copies of the joint applications with both the International Bureau
    and the Common Carrier Bureau, together with filing fees that
    satisfy (and are in accordance with filing procedures applicable to)
    both sections 1.1105 and 1.1107 of our rules.[^27]

12. CenturyTel has commented that the Commission should consolidate the
    application review and issue approvals in a consolidated
    fashion.[^28] Additionally, CenturyTel states that the Commission
    should provide applicants with one point of contact for all pieces
    of the application. Verizon asserts that review by multiple bureaus
    should not extend the review time for an application, and that a
    cross-bureau task force should issue a consolidated approval from
    the Commission.[^29]

13. We are not persuaded that either a cross-bureau task force or a
    mandatory consolidated final action on multi-bureau applications
    would be viable or appropriate. First, the approval of international
    and domestic applications implicates both different rules and
    policies. For example, consideration of World Trade Organization
    (WTO) status would affect analysis of international section 214
    applications, while dominant carrier safeguards may affect
    consideration of domestic section 214 applications. Therefore, we
    find that actions upon joint international and domestic applications
    need not automatically be done by means of a single document, but
    instead may be effected either through separate actions or through a
    consolidated action, as may be appropriate under the individual
    circumstances.

14. We also decline to establish a cross-bureau task force or a single
    contact point for the two separate applications. Because the new
    rules serve to coordinate and consolidate cross-bureau applications
    where appropriate, we find that creation of a cross-bureau task
    force is not necessary.[^30] When multiple applications relating to
    the same transaction are filed with the Commission, the Commission's
    current practice is for the affected bureaus to coordinate among
    themselves and with the Transaction Team in the Office of General
    Counsel with the goal of ensuring that our review of the
    applications is consistent, efficient, and transparent.[^31] In
    several instances, we note that the affected bureaus have issued
    joint public notices, in which points of contact within the staff
    have been provided, applications have been consolidated into a
    single pleading cycle, and the bureaus have issued joint decisions
    disposing of applications relating to the same transaction.[^32]
    While we continue to evaluate the handling of joint applications and
    to explore ways in which we can further improve and streamline our
    processes, we decline to adopt measures that would make sweeping
    internal administrative changes at the same time as we adopt, for
    the first time, significant changes to effect the streamlining of
    domestic section 214 applications for transfers of control.

15. Applicants choosing to file a joint domestic and international
    section 214 transfer application still will be required to submit
    separate copies of the joint application and separate filing fees
    for each application in accordance with filing procedures in
    sections 1.1105 and 1.1107 of our rules. After the Commission
    receives the applications and confirms that the filing fees have
    been properly submitted, the domestic and international section 214
    applications will be assigned separate file numbers. Although the
    Common Carrier Bureau will process the domestic section 214
    application and the International Bureau will process the
    international section 214 application, we expect that these bureaus
    will continue to coordinate among themselves and with other bureaus
    to ensure that the Commission's review related to the transfer
    applications is consistent, efficient, and transparent.

16. In order to ensure that the Commission has adequate information
    about domestic applications, when an application for a domestic
    section 214 transfer of control is submitted as part of a joint
    application with an application for an international section 214
    transfer, the domestic attachment to the joint application should
    include the following: 1) a description of the transaction; 2) a
    description of the geographic areas in which the transferor and
    transferee (and their affiliates) offer domestic telecommunications
    services, and what services are provided in each area; (3) a
    statement as to how the application fits into one or more of the
    presumptive streamlined categories in section 63.03 or why it is
    otherwise appropriate for streamlined treatment; 4) identification
    of all other Commission applications related to the same
    transaction; 5) a statement of whether the applicants are requesting
    special consideration because either party to the transaction is
    facing imminent business failure; 6) identification of any
    separately filed waiver requests being sought in conjunction with
    the transaction; and 7) a statement showing how grant of the
    application will serve the public interest, convenience and
    necessity, including any additional information that may be
    necessary to show the effect of the proposed transaction on
    competition in domestic markets.

17. We find that permitting applicants to file their domestic and
    international applications in a single document is consistent with
    the public interest. Combined applications will reduce the paperwork
    burden on applicants because carriers will not need to repeat the
    same information in two different applications as they have done in
    the past. Certain applicants may not hold international section 214
    authorizations or may prefer to file separate applications for their
    domestic and international section 214 authorizations. In such
    circumstances, applicants that file a stand-alone domestic section
    214 transfer of control application should include in their
    application all the information required to be included in a
    domestic application that is filed as part of a joint application,
    as set forth above, as well as the following additional
    information: 1) the name, address and telephone number of each
    applicant; 2) the government, state, or territory under the laws of
    which each corporate or partnership applicant is organized; 3) the
    name, title, post office address, and telephone number of the
    officer or contact point, such as legal counsel, to whom
    correspondence concerning the application is to be addressed; 4) the
    name, address, citizenship and principal business of any person or
    entity that directly or indirectly owns at least ten percent of the
    equity of the applicant, and the percentage of equity owned by each
    of those entities (to the nearest one percent); 5) certification
    pursuant to 47 C.F.R. sections 1.2001 through 1.2003 that no party
    to the application is subject to a denial of federal benefits
    pursuant to section 5301 of the Anti-Drug Abuse Act of 1988.[^33]
    Much of the information we require to be filed in a domestic 214
    application is aimed at determining eligibility for streamlining
    under the Streamlining Rule we adopt in this Order. Other
    information, such as other Commission filings related to the same
    transaction, will help facilitate coordination of the Commission's
    overall review process.

## Electronic Filing 

18. Improving access to electronic filing systems is an ongoing
    objective of the Commission. We note that the International Bureau
    plans to implement an on-line filing process for international
    section 214 transfer applications and we do not expect our new
    filing rule to delay that process. Once implemented, applicants will
    be able to file international section 214 transfer applications
    on-line, but may not be able to file their domestic section 214
    attachment on-line. Thus, until electronic filing for domestic
    section 214 transfer applications is implemented, applicants using
    electronic filing will be unable to file a combined domestic and
    international section 214 application. We will, however, permit
    applicants to file a separate domestic section 214 application that
    consists of a printed copy of the electronically filed international
    section 214 application and the requisite attachment containing the
    additional information required for the domestic application. The
    Commission will continue to work towards an electronic filing
    solution that combines both the international and domestic
    applications, and also allows the fees for both authorizations to be
    paid electronically.

# Streamlining Rule

## Notice and Comment Period 

19. In the Notice, the Commission sought comment on the appropriate
    review and comment period for streamlined applications, and whether
    the review length should be linked to the carrier's status as
    dominant or non-dominant.[^34] In response, some commenters proposed
    that the Commission adopt notice and comment rules similar to the
    streamlined rules for international section 214 applications for
    transfers of control, which provide for public notice but do not
    feature a formal comment cycle.[^35] Under the proposed procedures,
    applicants would be required to state that the transaction qualifies
    for streamlining pursuant to the adopted rule, and the Commission
    would then issue a public notice stating that 30 days after the
    public notice date (60 days for dominant carriers) the application
    would be deemed granted.

20. After considering the proposals we have received, and in light of
    current streamlined procedures for other types of transactions, we
    conclude that when the Commission, acting through the Common Carrier
    Bureau, determines that applicants have submitted a complete
    application qualifying for streamlined treatment,[^36] it shall
    issue a public notice commencing a 30-day review period to consider
    whether the transaction serves the public convenience and
    necessity.[^37] Parties will have 14 days to file any comments on
    the proposed transaction, and applicants will be given 7 days to
    respond. All such comments shall be filed electronically, and shall
    satisfy such other filing requirements as may be specified in the
    public notice. We will then determine as early as possible, but no
    later than 30 days after the public notice is released, whether the
    transaction requires further analysis and, if so, shall remove the
    application from streamlining.[^38] Unless an application is removed
    from streamlined processing, the applicants will be permitted to
    transfer control of the domestic lines or authorization on the 31st
    day after the date of public notice listing the application as
    accepted for filing.[^39] We believe that handling applications in
    this way will significantly reduce regulatory burdens on carriers,
    and will also make the Commission's handling of transactions
    involving common carriers consistent with how it currently handles
    transactions involving international authorizations.[^40]

21. We agree with commenters who assert that the Commission should be
    able to review non-controversial applications within this time
    period, or remove the application from streamlined treatment when
    the Commission "deems such an inquiry to be in the public
    interest."[^41] We also find that this 30-day process would reduce
    any confusion by harmonizing the timeline in the section 214
    transfer of control rule with the one in the section 214
    discontinuance rule.[^42] Finally, we agree with commenters that
    this rule would serve the public interest by providing applicants
    with a date certain for domestic transfers of control, after which
    every transaction may close, unless the Commission otherwise
    notifies the applicant.[^43] In so concluding, we disagree with
    CenturyTel that "after the fact" notice for corporate transfers of
    control would serve the public interest.[^44] The Commission must
    fulfill its statutorily imposed duty to determine whether the
    transaction serves the public interest, notwithstanding the
    legitimate desire of applicants to obtain the most expedited review
    possible. Therefore, we conclude that applicants shall continue
    current practice and provide the Commission prior notice of proposed
    transfers of control to permit a short period for comment and
    review, even in the context of streamlined processing of domestic
    section 214 applications.

22. As provided herein, approval shall be effective and transactions may
    close on Day 31 following public notice of acceptance of an
    application for filing, unless the Commission indicates otherwise by
    Day 30. In addition, the Commission will issue a short public notice
    or order at the close of the streamlined review period to announce
    that the proposed transfer of lines would serve the public interest,
    and to explain as appropriate why any adverse comments filed in
    opposition to the application failed to persuade us to the contrary.
    Although approval is effective on Day 31 absent Commission action to
    the contrary, for purposes of the computation of time for filing a
    petition for reconsideration or application for review, or for
    judicial review of the Commission's decision, the date of \"public
    notice\" shall be the date of the release of such explanatory public
    notice or order.[^45]

23. When applicants submit applications for transfers of multiple
    licenses or authorizations that relate to the same proposed
    transaction, and a joint public notice and pleading cycle
    facilitates our coordination and efficient resolution, we authorize
    the applicable bureaus to issue joint public notices even if the
    domestic section 214 application is eligible for streamlined review.
    We note that applications filed under Title III for transfers of
    control require a comment period of not less than 30 days (*i.e.*, a
    minimum 30-day review period during which comments may be filed up
    until the last day).[^46] As a result, in order to afford due
    consideration to comments received during this 30-day period, the
    Commission can rarely issue an approval of such an application by
    Day 31. Therefore, we recognize that in joint notice situations
    involving requests for transfer of control of wireless licenses
    under Title III and applications for domestic section 214 transfers
    of control, such as those involving incumbent LECs,[^47] it may be
    necessary to remove the domestic section 214 application from the
    streamlined procedures, and substitute an alternative comment and
    approval period. There would be no such need in joint notices
    relating only to section 214 applications.[^48] In cases in which
    the bureaus determine that joint processing of related transfer
    applications is not desirable or appropriate, the Common Carrier
    Bureau will have the authority to grant a transfer of control
    application under streamlined review conditioned on completion of
    related reviews by any other bureaus. Therefore, for example, a
    streamlined grant by the Common Carrier Bureau would in no way
    prejudge the outcome of a pending wireless transfer
    application.[^49]

## Eligibility for Streamlined Treatment 

### Background

24. In the Notice, we sought comment on whether there are certain types
    of transactions that should always qualify for streamlined
    treatment.[^50] The Commission stated that its goal was to draft
    rules that are simple and clear, that would aid predictability, and
    that would reduce controversy over whether a proposed transfer of
    control was eligible for streamlined processing.[^51] Moreover, the
    Notice stated that the Commission was seeking proposals to reduce
    the legal and business burdens associated with domestic section 214
    applications. Accordingly, the Notice sought comment on criteria to
    determine eligibility for streamlining. For example, the Notice
    sought comment on whether the size of the parties -- in terms of
    access lines, revenues or some other measure -- should be a
    qualifying factor.

25. Because procedures governing other Commission licensing and
    authorization processes may be relevant to domestic section 214
    streamlining, the Notice briefly described some of those procedures,
    including the domestic section 214 discontinuance process for common
    carriers, the rules that apply to applications to provide
    international common carrier service under section 214, and the
    rules applicable to transfers of control of licenses involving
    commercial mobile radio services (CMRS) under section 310 of the
    Act.[^52] Relying on these models as a starting point, a number of
    commenters argue that the Commission should grant presumptive
    streamlined treatment to non-dominant carriers only.[^53] Other
    commenters propose variations of this streamlining model for
    non-dominant carriers, or variations of models discussed in the
    Notice.[^54]

26. The Notice also asked whether "combinations involving certain
    product or geographic markets" should automatically trigger
    streamlined eligibility or disqualification; whether a "failing
    firm" rationale should be developed for transactions involving
    bankrupt or financially-troubled carriers;[^55] whether market
    share, a proxy for market power, should be considered; and how
    market share and market concentration should be calculated. In
    response, some commenters argue that relative market power and
    business size could be used effectively to determine streamlining
    eligibility.[^56]

### Discussion

27. We conclude that it is appropriate to presumptively streamline
    certain categories of domestic carrier transactions. In addition,
    for the reasons more fully explained below, we conclude that all
    domestic section 214 transfer of control applicants, including
    dominant carriers, will have an opportunity to show that their
    applications should receive streamlined treatment.

28. We further conclude that the Commission, acting through the Common
    Carrier Bureau, will decide on a case-by-case basis whether
    streamlined treatment should be afforded to a particular
    application.[^57] We note that the Commission's delegation of
    authority to the Common Carrier Bureau in this decision does not
    expand or grant any new or additional delegated authority to the
    Bureau beyond the scope of delegated authority contained in the
    Commission's existing rules. Furthermore, we note that the Common
    Carrier Bureau does not have the authority to act on any
    applications or requests which present novel questions of fact, law,
    or policy which cannot be resolved under outstanding precedents and
    guidelines.[^58] We find, however, that certain types of
    transactions that by their nature are extremely unlikely to raise
    the potential of public interest harm should presumptively be
    afforded streamlined treatment. Although all carriers are "eligible"
    to seek streamlining, we conclude that it is appropriate to
    presumptively streamline certain categories of applications.[^59]
    Our primary purpose in creating these presumptive categories is to
    provide potential applicants with greater regulatory certainty about
    the manner in which the Commission will process their applications,
    consistent with the public interest.[^60] Therefore, except as
    qualified by the next sentence, the streamlined procedures provided
    in this Order shall be presumed to apply to all transfer of control
    applications in the following categories: (1) both applicants[^61]
    are non-facilities-based carriers;[^62] (2) the transferee is not a
    telecommunications provider; (3) the proposed transaction involves
    only the transfer of local exchange assets of an incumbent LEC by
    means other than an acquisition of corporate control; (4) neither of
    the applicants is dominant with respect to any service; (5) the
    applicants are a dominant carrier and a non-dominant carrier that
    provides services exclusively outside the geographic area where the
    dominant carrier is dominant; or (6) the applicants are incumbent
    independent LECs[^63] that have, in combination, fewer than two
    percent of the nation's subscriber lines installed in the aggregate
    nationwide and no overlapping or adjacent service areas. With
    respect to categories 4 through 6 above, an application would be
    presumptively streamlined only where a transaction would result in a
    transferee having a market share in the interstate, interexchange
    market of less than 10 percent, and the transferee would provide
    competitive telephone exchange services or exchange access services
    (if at all) exclusively in geographic areas served by a dominant
    local exchange carrier that is not a party to the transaction.

29. In considering which types of applications should be presumptively
    streamlined, we find that a transaction is unlikely to raise public
    interest concerns where the transferee is not a telecommunications
    carrier because in such situations there is not likely to be an
    increase in concentration in a particular market. Accordingly, we
    establish a presumptively streamlined category in our Streamlining
    Rule for those transactions. We also find that it is extremely
    unlikely that applicants that operate solely on a resale basis would
    have an incentive to act in an anticompetitive manner, given that
    their operations depend on the facilities of another carrier.
    Accordingly, we presumptively streamline applications in which both
    applicants are non-facilities-based carriers.

30. In contrast, where facilities-based carriers are proposing to
    combine, the potential that a transaction could produce public
    interest harm is greater. Where facilities-based carriers proposing
    to combine are not dominant with respect to any service, however, it
    is extremely unlikely that the proposed combination could result in
    a public interest harm, particularly where their combined market
    shares are relatively low. Accordingly, we conclude that we should
    presumptively streamline transfer applications involving domestic,
    interstate carriers that are not dominant in the provision of any
    service where their combined post-transaction market presence is
    unlikely to raise public interest concerns.[^64] Specifically, if a
    transaction proposes to combine the interexchange services of two
    non-dominant carriers, the application will be presumptively
    streamlined if the transferee's market share in the interstate,
    interexchange market following the transaction would be less than 10
    percent.[^65] Similarly, if a transaction proposes to combine the
    telephone exchange services and/or exchange access services of two
    non-dominant carriers, the application will be presumptively
    streamlined if their services are offered exclusively in geographic
    areas served by a dominant local exchange carrier.

31. In addition, a dominant carrier may be non-dominant where it
    provides services out-of-region.[^66] Therefore, with respect to
    transfers of control involving dominant carriers, we are less
    concerned about the likelihood of public interest harms occurring as
    a result of a merger with a carrier that operates outside of a
    dominant carrier's region than we are about the likelihood that
    public interest harms might occur as a result of a merger with a
    carrier that operates within the dominant carrier's region.[^67]
    Accordingly, when a dominant carrier seeks to combine operations
    with a non-dominant carrier that operates exclusively outside the
    geographic area where the dominant carrier is dominant, we will
    apply the two simple tests discussed in the above paragraph to
    determine whether the application should be entitled to
    presumptively streamlined treatment.[^68]

32. Based on the Commission's section 214 precedent, we find that
    combinations involving incumbent independent LECs with fewer than
    two percent of the nation's subscriber lines raise less significant
    public interest concerns than those in which one of the parties is a
    larger incumbent independent LEC.[^69] For example, we have
    concluded in past orders that such transactions are unlikely to
    raise public interest concerns if the applicants do not actually
    compete in each other's local exchange area and do not have
    incumbent local exchange areas that are adjacent to each other.[^70]
    Accordingly, we conclude that when the parties to a domestic section
    214 transfer application are incumbent independent LECs that have,
    in combination, fewer than two percent of the nation's subscriber
    lines installed in the aggregate nationwide,[^71] and no overlapping
    or adjacent service areas, we will presumptively streamline the
    transfer application, provided that it meets the criteria set forth
    above for presumptive streamlined treatment of facilities-based
    non-dominant carriers.

33. Finally, we presumptively streamline domestic section 214 transfer
    of control applications proposing transactions that involve the
    transfer of an incumbent LEC's local exchange assets by means other
    than an acquisition of corporate control.[^72] Previously, these
    types of transactions were governed by our discontinuance rules
    rather than our transfer of control rules. As explained more fully
    in Section VI *infra*, we find that harmonizing the regulatory
    treatment of asset acquisitions with transfers of corporate control
    is supported by the text of section 214 of the Act and sound public
    policy. We note, however, that many asset sales that we have
    approved under our discontinuance framework did not raise public
    interest issues, and often involved the sale of rural exchanges from
    larger incumbent LECs to smaller incumbent LECs that specialize in
    providing service in rural areas.[^73] In light of our history with
    this type of transaction, we find that transfers of incumbent LEC
    local exchange assets are unlikely to raise the potential of
    competitive harm, and therefore are eligible for presumptive
    streamlined treatment.[^74]

34. In determining whether an application is entitled to presumptive
    streamlined treatment, we note that, if an application fails to
    qualify for the presumption, it may still be entitled to streamlined
    treatment under the case-by-case approach.[^75] As explained above,
    the purpose of specifying presumptive categories is not to limit the
    types of applications that may obtain streamlined processing, but
    merely to provide greater assurance to potential applicants about
    the likely manner in which their applications will be processed by
    the Commission.[^76] In short, we find that a general rule in which
    all applications are eligible for streamlined processing, and
    certain categories of applications are presumed up front to be
    entitled to streamlined processing, is the one that best reduces
    regulatory burdens on domestic telecommunications carriers, while at
    the same time ensuring that we continue to serve the public interest
    under section 214 of the Communications Act.

35. Some commenters argue that dominant carriers should not be eligible
    for streamlined processing under any circumstances.[^77] We
    disagree. Excluding dominant carriers as a class from the benefits
    of streamlined treatment would be unnecessarily overbroad.[^78] For
    example, the Commission has found that BOCs are non-dominant in
    their provision of domestic out-of-region interstate interexchange
    services, and has further found that a BOC's section 272 interLATA
    affiliate is non-dominant in the provision of domestic in-region
    interstate interLATA services.[^79] The relevance to our public
    interest analysis of a transfer application, of a carrier's
    classification as dominant, will depend on a number of factors,
    including the types and locations of the services provided by the
    other party to the transaction.[^80] Significantly, the Commission
    retains the ability to reject or remove from streamlined treatment
    any application filed by a dominant carrier that implicates our
    public interest concerns.[^81] Accordingly, we find no reason to
    create an eligibility rule that excludes dominant carriers entirely
    from the benefits of streamlined processing of their
    applications.[^82]

36. Other commenters suggest that we eliminate the authorization process
    entirely for non-dominant carriers.[^83] We decline to do so. As
    AT&T points out, applications involving non-dominant carriers could
    propose transactions that would result in a transferee having
    sufficient post-transaction market presence to warrant
    non-streamlined review.[^84] Moreover, a rule based solely on a
    dominant/non-dominant distinction would create significant
    regulatory uncertainty, especially where new types of
    telecommunications services are being defined and deployed at the
    high pace seen in recent years. We find a rule that minimizes
    reliance upon unnecessary distinctions among carriers to be better
    suited to the current telecommunications environment.

37. For similar reasons, we also decline to adopt commenters' specific
    proposals that size of the parties, geographic market definition,
    and market power, however measured, should be dispositive factors in
    determining eligibility of a carrier for streamlined review.[^85]
    However, as we have already explained, such factors may be relevant
    to qualifications for presumptive streamlining. As Qwest points out,
    elaborate and time-consuming threshold calculations, such as those
    pertaining to revenue or market share, could well result in
    "squabbles over eligibility \[that\] would swallow the exception or
    duplicate the ultimate review."[^86] We find that applicants would
    use these measurements as advocacy tools rather than as factual
    thresholds, and the resources and time required to confirm or rebut
    the accuracy of such data would defeat our goal of providing
    relatively simple and clear guidelines for streamlining.[^87]

38. We disagree with ASCENT, which opposes extension of eligibility for
    streamlined treatment to domestic section 214 applications involving
    dominant carriers and certain non-dominant carriers.[^88] As noted
    above, the relevance to our public interest analysis of a carrier's
    classification as dominant will depend on a number of factors,
    including the types and locations of the services provided by the
    other party to the transaction.[^89] Therefore, we decline to
    automatically exclude from streamlined treatment all applications
    involving dominant carriers. We also decline to adopt ASCENT's
    proposed threshold measures to determine when streamlined treatment
    may be accorded to non-dominant carriers. ASCENT proposes that the
    majority of non-dominant carriers applications that are not subject
    to section 63.18 of the Commission's rules governing international
    transfer of control applications could be accorded streamlined
    treatment when two thresholds are met.[^90] First, the non-dominant
    carrier must have net sales or total assets no greater than \$500
    million.[^91] Second, ASCENT would require that those carriers not
    possess more than "10,000 high-speed service lines in any LATA (or
    25,000 in any state) or 250,000 voice grade equivalent lines or
    wireless channels in any LATA (or 750,000 in any state)."[^92]
    According to ASCENT, only those transfers of control that satisfy
    these two thresholds could ever qualify for streamlined
    treatment.[^93]

39. We conclude that ASCENT's proposal would be overly restrictive and
    could exclude from streamlining a significant number of transactions
    that are likely to merit streamlined treatment. While calculating
    the net telecommunications sales, total telecommunications assets,
    and the number of high speed, voice grade or wireless lines could be
    a useful way to identify the size of a contemplated
    transaction,[^94] the standard for whether streamlined treatment is
    warranted should not be mere size, but instead whether or not the
    transaction is likely to raise a significant potential for public
    interest harm, such as to require more detailed scrutiny. We reject
    ASCENT's underlying assumption that size or dominance alone should
    be the sole determinative factors for eligibility for
    streamlining.[^95] Accordingly, we do not adopt ASCENT\'s threshold
    standards because, as formulated, they are not sufficiently
    probative of the public interest impact of a transaction.

40. As we stated in the Notice, the Regulatory Flexibility Act requires
    the Commission to consider the possible economic impact that
    streamlining may have on small entities. We believe our decision to
    permit eligibility of both dominant and non-dominant carriers to
    receive streamlined treatment of transfers of control will have a
    positive impact on small carriers while preserving the Commission's
    duty to examine transactions to determine if they serve the public
    interest. Under the streamlining rule we adopt today, all carriers
    are eligible for streamlined treatment, including small dominant
    LECs.[^96]

## Removal of Applications from Streamlining

### Background

41. The Notice tentatively concluded that the Commission should reserve
    its authority to remove applications from streamlined review, as it
    does in the case of transfers of international authorizations and
    wireless licenses.[^97] We also asked parties to address the
    circumstances under which the streamlined process should be halted
    and a written decision issued.[^98] In general, commenters recognize
    that the Commission must retain authority to remove an application
    from streamlined review because "there may be instances in which an
    individual application . . . presents unique questions as to the
    impact of the proposal on interstate service."[^99] No commenter
    suggests that streamlining should immunize a carrier's application
    from a detailed review if the Commission discovers issues that may
    impact the public interest.[^100]

42. Although commenters generally recognize that the Commission must
    retain authority to remove an application from streamlining, a few
    commenters contend that Commission review of domestic transfers of
    control under section 214 is redundant with the international
    section 214 authorization process, with reviews conducted under
    Title III, and with reviews conducted by the antitrust agencies. One
    group of commenters argues that the Commission should limit its
    review of section 214 applications merely to a public convenience
    and necessity standard, and others argue that the Commission should
    retain its authority to engage in broader public interest
    analysis.[^101]

### Discussion 

43. We conclude that it would serve the public interest to affirm our
    tentative conclusion, supported by WorldCom, that the Commission,
    acting through the Common Carrier Bureau, should review applications
    submitted under the streamlined processing rules to determine
    whether a particular application should qualify for streamlined
    processing.[^102] This rule would serve the public interest by
    making the domestic section 214 procedure consistent with our
    streamlined rules in other contexts where the Commission acts
    through the International Bureau and the Wireless Telecommunications
    Bureau in reviewing and approving both streamlined and
    non-streamlined applications. The expedited process we adopt here --
    consisting of a 14-day comment period and a 7-day reply period, with
    freedom to close a transaction on the 31^st^ day -- requires swift
    and standardized action. Accordingly, if a streamlined application
    does not raise public interest concerns, detailed scrutiny by the
    full Commission should not be necessary.

44. We conclude, however, that streamlining should not immunize
    applications from detailed review if the Bureau is faced with an
    application that raises public interest issues or such concerns are
    raised during the review process. We agree with ASCENT that the
    section 214 application process is sometimes the only vehicle the
    Commission has for undertaking such an analysis.[^103] Moreover, we
    also agree with WorldCom's contention that the Commission should
    ensure that important public interest concerns, such as the control
    of exercise of market power and the promotion of competition in the
    local exchange markets, are adequately protected by any new
    streamlined rules.[^104] Therefore, the Commission may remove such
    applications from streamlined processing when it finds, or when
    comments raise, significant public interest concerns requiring
    further Commission inquiry and resolution.

45. When an application is removed from streamlined treatment, or does
    not initially qualify for streamlined treatment, the Commission will
    issue a public notice indicating why streamlined processing is not
    appropriate for the particular application in question and provide
    an estimate as to the length of the expected review period. As the
    Streamlining Rule states, only in extraordinary circumstances should
    the review period be longer than 180 days from public notice that an
    application has been accepted for filing.[^105] In addition to these
    steps, the rule we adopt today gives examples of appropriate reasons
    for the Commission to remove an application from streamlining or to
    initially refuse to grant streamlined treatment. Examples of
    appropriate circumstances for such action are where: (1) an
    application is associated with a non-routine request for waiver of
    the Commission's rules; (2) an application would, on its face,
    violate a Commission rule or the Communications Act; (3) an
    applicant fails to respond promptly to Commission inquiries; (4)
    timely-filed comments on the application raise public interest
    concerns that require further Commission review; or (5) the
    Commission, acting through the Common Carrier Bureau, otherwise
    determines that the application requires further analysis to
    determine whether a proposed transfer of control would serve the
    public interest.[^106] These rules are intended to reduce
    uncertainty associated with the regulatory process that has
    concerned past applicants, including commenters to this
    proceeding.[^107]

46. We disagree with commenters that maintain that the Commission should
    invoke its section 214 authority to review domestic applications
    only when there is no international 214 application pending.[^108]
    Moreover, in addition to adopting the international rules for notice
    and review, ASCENT proposes that the Commission adopt a policy where
    domestic acquisitions of corporate control will be deemed
    automatically granted upon the grant of an application filed under
    the international rule, obviating the need to adhere to the Notice's
    proposed 31-day review period.[^109] We decline to adopt this
    approach because these proposals would go beyond streamlining the
    domestic process to granting blanket authority to all domestic
    transfer of control applications, even where such transfers would
    raise domestic policy concerns.[^110] We do not believe that
    adoption of such an approach would be consistent with the
    Commission's duty to make a public interest determination with
    respect to domestic facilities and services because the
    International Bureau's review of an international section 214
    application does not extend to such issues.[^111]

47. Likewise, we disagree with CompTel and Qwest that Title III or rules
    of general applicability are adequate to address all issues raised
    by domestic transfer of control applications.[^112] We find that
    Title III and international transfer of control applications by
    themselves do not contain the necessary information for the
    Commission to evaluate the potential impact of a transaction on
    domestic common carrier markets. We note that if a carrier is
    transferring control of only domestic wireline facilities, then
    neither the International Bureau nor the Wireless Telecommunications
    Bureau would review the proposed transfer at all. Moreover, review
    of merger-related public interest harms only through rulemaking and
    enforcement actions would be an inefficient and burdensome method of
    addressing regulatory issues that are specific to a particular
    transaction. We also reject Verizon's assertion that "the Commission
    \[could\] expedite processing by limiting its \[substantive\] review
    to matters over which it, rather than another federal agency, has
    exclusive substantive responsibility."[^113] Verizon's comments are
    directed more toward the substance of the Commission's public
    interest review than the procedures governing the filing and
    processing of applications. We decline in the context of this
    streamlining proceeding to make generalized conclusions concerning
    the appropriate scope of the Commission's review in the myriad of
    potential transactions that may come before us in the future.

## *Pro Forma* Transactions

### Background

48. The term "*pro forma*" is defined in section 63.24 of the
    Commission's rules and includes: (1) assignments from an individual
    or individuals (including partnerships) to a corporation owned or
    controlled by such individuals or partnerships without any
    substantial change in their relative interests; (2) assignments from
    a corporation to its individual stockholders without effecting any
    substantial change in the disposition of their interests; (3)
    assignments or transfer by which certain stockholders retire and the
    interest transferred is not a controlling one; (4) corporate
    reorganizations that involve no substantial change in the beneficial
    ownership of the corporation; (5) assignments or transfers from a
    corporation to a wholly owned subsidiary or vice versa, or an
    assignment from a corporation to a corporation that is owned or
    controlled by the assignor stockholders without substantial change
    in their interests; and (6) assignments of less than a controlling
    interest in a partnership.

49. In the Notice, the Commission sought comment on whether certain
    transactions merit treatment similar to that currently afforded *pro
    forma* assignments and transfers of control in the wireless and
    international context. Under the international rule, where an
    assignment or transfer of control falls within certain categories,
    an assignee or carrier need not obtain prior Commission approval,
    but must notify the Commission no later than 30 days after the
    assignment is consummated.[^114] Additionally, the Notice sought
    streamlining suggestions for internal corporate restructurings that
    result in a new or existing subsidiary that assumes from an existing
    parent or affiliated company the interstate carrier operations under
    section 214. For example, the Notice asked whether a waiting period
    should apply or whether a *pro forma*-style, "notice only, and no
    prior approval" rule should apply. Some commenters propose that the
    Commission not be required to issue a written notice of approval of
    such transactions, thus granting blanket authority to internal
    corporate restructurings.[^115] The Notice pointed out that in the
    international context, *pro forma* treatment allows authorized
    carriers to provide service through wholly-owned subsidiaries
    without prior approval,[^116] and allows applicants to use the
    streamlined authorization process to obtain the same authorizations
    that any affiliates with the identical ownership have already
    obtained. We tentatively concluded that applicants, in particular
    those where the transaction involves internal corporate
    restructurings, should still be subject to all applicable conditions
    of service on their routes after an internal restructuring. Thus,
    the Notice stated that if a carrier begins providing service through
    a differently named subsidiary, it still would be subject to
    existing slamming and tariffing rules.[^117]

### Discussion

50. We conclude that *pro forma* transactions in general have no impact,
    or a *de minimis* impact, on the public interest, because the same
    interstate services will be offered to the same customers following
    the transfer of lines.[^118] We agree with commenters that
    reorganizations from one internal subsidiary to another do not as a
    general matter affect the manner in which service is being provided
    to the public or raise competitive concerns.[^119] Because these
    transactions will not affect actual control of the licensee but
    merely allow licensees to modify their corporate organization or
    ownership structure in a non-substantial way from the structure the
    Commission previously authorized, these transactions should be
    permitted without Commission oversight or unnecessary
    scrutiny.[^120]

51. We also agree with commenters who contend that we should confer
    blanket section 214 authority for *pro forma* restructurings where
    the transactions would result in no change in the carrier's ultimate
    ownership or control.[^121] This blanket grant would eliminate the
    need for the Commission to issue written approval of the
    transaction. Moreover, by maintaining blanket authority, the
    Commission retains the ability to take affirmative enforcement
    action if any specific condition or restriction impacts the
    telecommunications service in question.[^122] We note that the
    Commission has an open proceeding where it has proposed changes to
    its international *pro forma* rule to make it more consistent with
    *pro forma* treatment of wireless carrier transactions by the
    Wireless Telecommunications Bureau.[^123] Therefore, in order to
    promote consistency in the Commission's licensing and authorization
    rules, and to refrain from imposing unnecessary burdens on carriers,
    we conclude that prior approval will not be required for *pro forma*
    restructurings, as defined by section 63.24 of the Commission's
    rules (including any modifications thereto).

52. We affirm our tentative conclusion in the Notice that applicants, in
    particular those undergoing internal corporate restructurings, would
    still be subject to all applicable conditions of service on their
    routes after an internal restructuring. In affirming that conclusion
    in this Order, we clarify that a carrier may not do indirectly what
    the law prohibits it from doing directly, that is, circumvent any
    existing rule or obligation by merely conducting an internal *pro
    forma* reorganization. Accordingly, if a carrier begins providing
    service through a differently named subsidiary and there has been no
    change in ultimate ownership or control, the carrier need not notify
    the Commission; however, the carrier still would be subject to
    existing tariffing rules and rules concerning unauthorized
    telecommunications carrier changes.[^124] In particular, a carrier
    that acquires the subscriber base of another carrier must still
    comply with any relevant requirements of the Commission\'s
    streamlined procedures for handling carrier-to-carrier sale or
    transfer of subscriber bases.[^125]

53. We decline to adopt a size restriction on such internal corporate
    restructurings, as CenturyTel proposes. CenturyTel asserts that only
    non-controversial applications involving small and midsized carriers
    should be permitted such treatment.[^126] Because these *pro forma*
    transactions would result in no change in the carrier's ultimate
    ownership or control, the size of the carriers should not be at
    issue.[^127] Moreover, CenturyTel does not explain how it would
    serve the public interest to limit this rule to small and midsized
    carriers while excluding large carriers. Because the Commission
    retains the ability to take affirmative enforcement action if any
    specific condition or restriction impacts the telecommunications
    service in question, both large and small carriers should be
    permitted to benefit from this streamlining rule.[^128]

54. We decline to adopt commenters' suggestions that we require
    applicants to file post-consummation notices of *pro forma*
    transactions. Since the Commission currently employs other means to
    track and contact carriers, we conclude that imposing our own
    requirement would be duplicative and would only increase rather than
    reduce reporting burdens.[^129] Thus, no post-transaction
    notification will be required for most transactions. Although
    section 63.24 does not define as *pro forma* transactions transfers
    to a trustee under Chapter 7 of the Bankruptcy Code or transfers to
    a debtor-in-possession under Chapter 11 of the Bankruptcy Code, we
    clarify here that we will treat those transfers as *pro forma* with
    respect to domestic section 214 authorizations. Thus, transfers to a
    trustee or a debtor-in-possession will not require prior approval by
    the Commission. We will, however, make an exception to our general
    "no notice required" policy and require that a post-transaction
    notice be filed with the Commission within 30 days of a *pro forma*
    transfer to a trustee or a debtor-in-possession. This notice will
    alert the Commission of a carrier's bankruptcy, which could have a
    significant impact on customers, especially if the bankruptcy
    results in a discontinuance of service. If a carrier files a
    discontinuance request within 30 days of the transfer in bankruptcy,
    we will treat the discontinuance request as sufficient to fulfill
    the *pro forma* post-transaction notice requirement.

## Waiver Requests 

55. In the Notice, the Commission also sought comment on how streamlined
    processing would affect commenters' ability to adequately comment on
    the variety of waiver requests that applicants may submit.[^130] The
    Commission tentatively concluded that it should make a determination
    on a case-by-case basis whether to accord streamlined treatment to
    domestic section 214 applications that are accompanied by waiver
    requests.[^131] Commenters claim that the Commission should adopt
    its tentative conclusion and make a determination on a case-by-case
    basis.[^132]

56. We conclude that, because waiver requests may require additional
    scrutiny, domestic section 214 applications that are accompanied by
    waiver requests are ineligible for streamlined treatment until the
    Common Carrier Bureau determines on a case-by-case basis that the
    streamlined review process does not jeopardize the appropriate
    waiver analysis.[^133] We therefore adopt our tentative conclusion.
    Some waiver requests involve substantive issues and may require a
    separate public comment and policy review by the Commission, while
    others could be granted under the streamlined procedures discussed
    above. Accordingly, the Common Carrier Bureau will make a
    determination how to proceed prior to placement of the section 214
    application on public notice. For example, the Common Carrier Bureau
    may determine that it is not appropriate to place the waiver request
    and associated section 214 application on separate public notice
    comment cycles. We note that if the Common Carrier Bureau determines
    that a section 214 application that is accompanied by a waiver
    request is ineligible for streamlined treatment, the Commission will
    endeavor to act on the waiver request and the transaction
    expeditiously.[^134]

# Asset Acquisitions

## Background

57. As the Commission explained in the *1999 Streamlining Order,*
    acquisitions under section 214 can be either acquisitions of assets,
    such as by purchase or lease of lines, or acquisitions of corporate
    control, such as acquisitions of equity ownership (*e.g.*, stock or
    partnership interests), veto power, or a controlling interest in a
    board of directors. The Commission found that acquisitions of
    corporate control often raise serious public interest concerns
    regarding the state of competition following a proposed acquisition
    or merger. The Commission also noted that such acquisitions are
    often contested and draw significant public comments that the
    Commission is bound to consider.[^135] The Commission reasoned that
    the magnitude of corporate acquisitions and their potential effect
    on competition distinguished them from acquisitions of assets.[^136]
    Therefore, the Commission decided to include asset acquisitions
    under blanket authority, while concluding that "corporate
    acquisitions should not be covered by blanket authority."[^137]

58. In the Notice, the Commission sought comment on whether acquisitions
    of corporate control, structured as asset acquisitions, could have
    the potential to adversely impact the public interest. The
    Commission specifically requested comment on whether the
    Commission's current regulatory distinction between asset
    acquisitions, which result in discontinuance applications by the
    selling carrier, and stock acquisitions, which require transfer of
    control filings, may provide an incentive for some firms to
    structure transactions to avoid rigorous Commission review of
    matters affecting competition.[^138] The U.S. Chamber of Commerce
    commented in the proceeding by urging the Commission to eliminate
    the distinction and allow both types of transactions to proceed
    under the blanket authority of section 63.01.[^139] CenturyTel also
    urges the Commission to eliminate the distinction and to streamline
    the procedure for both types of applications.[^140] AT&T, however,
    urges the Commission to keep its existing distinction between sales
    of assets and transfers of corporate control.[^141]

## Discussion

59. We conclude that those sales of assets where no customers will lose
    service or have their service impaired as a result of the
    transaction should be treated as transfers of control rather than
    discontinuances.[^142] Accordingly, we modify section 63.01 to
    reflect the fact that asset purchases will no longer be subject to
    blanket authority, but rather will henceforth be treated as
    transfers of control.

60. We agree with the U.S. Chamber of Commerce and CenturyTel, and we
    modify our existing rules in this manner due to the significant
    industry confusion concerning when a transaction is properly
    characterized as an asset acquisition, which requires the filing of
    a discontinuance application, and when a transaction should be
    characterized as a stock acquisition, which requires the filing of a
    transfer of control application. AT&T has pointed out that carriers
    have previously not attempted to thwart our filing procedures by
    falsely presenting transactions as asset sales when the transaction
    is a transfer of control, but this should not prevent us from making
    our rules more closely aligned with the statute. As a legal and
    policy matter, we find no reasoned basis to treat asset acquisitions
    that do not result in impairment or loss of service differently from
    stock acquisitions.

61. Specifically, we find that section 214 makes a distinction between
    the treatment of acquisitions and discontinuances. It does not,
    however, explicitly distinguish between asset acquisitions and stock
    acquisitions. For example, part of section 214 refers to
    acquisitions specifically, stating that:

> No carrier shall undertake the construction of a new line or of an
> extension of any line, or shall *acquire or operate* any line or
> extension thereof, or shall engage in transmission over or by means of
> such additional or extended line, unless and until there shall first
> have been obtained from the Commission a certificate that the present
> or future public convenience and necessity require or will require the
> construction, or operation, or construction and operation, of such
> additional or extended line.[^143]

62. Similarly, another part of section 214 addresses discontinuances
    specifically, stating that:

> No carrier shall *discontinue, reduce, or impair service* to a
> community, or part of a community, unless and until there shall first
> have been obtained from the Commission a certificate that neither the
> present nor future public convenience and necessity will be adversely
> affected. . . .[^144]

63. We find that, given that section 214 appears to contemplate one
    procedure for acquisitions and another for discontinuances, it is
    appropriate for the Commission to provide separate regulatory
    treatment for the two types of transactions. We do not, however,
    find anything in the statutory language that requires us to treat
    asset acquisitions that do not result in a loss of service as
    discontinuances. Rather, we find the better interpretation, and
    indeed the one most closely tied to the statute, is that all
    acquisitions, be they stock or asset, should be treated in the same
    manner, provided that they do not result in a loss or impairment of
    service. Accordingly, we find that the most reasonable
    interpretation of section 214 is that a discontinuance application
    must be filed when the acquisition will result in a reduction or
    impairment of service, and a transfer of control application should
    be filed when the acquisition will not result in any such service
    disruption.[^145] In either situation, a carrier acquiring part or
    all of another carrier\'s subscriber base still must comply with any
    relevant requirements of the Commission\'s streamlined procedures
    for handling carrier-to-carrier sale or transfer of subscriber
    bases.[^146]

64. We conclude that our interpretation of section 214 is appropriate as
    a policy matter as well. Specifically, we find that requiring a
    carrier to send out notices of discontinuance to each of its
    customers in instances where there will, in fact, be no service
    disruption is both misleading and confusing to customers. Moreover,
    we find that, as a general matter, complying with the streamlined
    transfer of control requirements that we adopt today will be less
    burdensome than the current discontinuance requirements. For
    example, only one transfer of control application need be filed with
    the Commission as opposed to separate notices sent out to each
    individual customer.[^147] In addition, under the rules adopted
    today, both dominant and non-dominant carriers are subject to the
    same 31-day streamlined procedure, unlike the discontinuance
    procedure, which applies different timeframes to these carriers. For
    these policy reasons, as well as the legal ones described above, we
    conclude that applicants may file for streamlined treatment of asset
    acquisitions that do not result in a loss of service in accordance
    with the filing procedures set forth in this Order.

# Rule Sections to be Deleted

65. In our review of the Commission's rules governing domestic transfer
    of control authorizations under section 214 of the Communications
    Act of 1934, as amended ("the Act"), it has come to our attention
    that several rule sections in the Commission's general Part 0 and
    Part 1 rules are defunct and should be deleted. Specifically, Rule
    1.765 \[Consolidation or acquisition of telephone companies\] refers
    to applications under section 221(a) of the Communications Act for
    authority to consolidate or acquire telephone companies. Section
    221(a) was repealed by section 601(b)(2) of the Telecommunications
    Act of 1996.[^148] Under section 221(a), before a consolidation
    could take place, the Commission was required to make a finding that
    it was not contrary to the public interest for a telecommunications
    carrier to acquire control, either by acquisition of the physical
    assets or the securities, of another carrier.[^149] Rule 1.765 also
    refers to Part 66 of the Commission's rules, which was removed by
    the Commission.[^150] Part 66 concerned the applications to be filed
    upon the consolidation, acquisition, or change of control of
    telephone companies pursuant to section 221(a).[^151] Because the
    Part 66 rules were promulgated to effectuate the section 221(a)
    process, these rules were unnecessary and removed by the Commission
    after passage of the 1996 Act.[^152] Thus, Rule 1.765 will be
    deleted.

66. Likewise, Rule 1.766 \[Consolidation of domestic telegraph
    carriers\], last amended in 1987, refers to applications under
    "section 22" and section 222 of the Communications Act by two or
    more domestic telegraph carriers for authorization to effect a
    consolidation, merger or acquisition. There is no "section 22" in
    the Act, so this appears to be a typographical error. Since passage
    of the Telecommunications Act of 1996, section 222 of the Act has
    been entitled "Privacy of Customer Information," and contains no
    reference to telegraph carriers.[^153] Therefore, Rule 1.766 will be
    deleted.

67. Subsection (c) of Rule 0.291, delegating authority to the Chief of
    the Common Carrier Bureau, addresses only applications under
    repealed section 221(a) of the Act, as does Rule 1.765 described
    above. Therefore, subsection (c) of Rule 0.291 will be deleted, and
    subsequent sections will be renumbered.

68. Finally, Rule 1.762 refers to Part 62 of the Commission's rules,
    which was repealed by the Commission.[^154] The Commission initiated
    its examination of its Part 62 rules governing interlocking
    directorates, as part of its 1998 biennial review of
    regulations.[^155] The Commission concluded that Part 62 was no
    longer necessary in the public interest.[^156] The Commission also
    concluded that it should forbear from applying those provisions in
    section 212 of the Act that prohibit any person from holding the
    position of officer or director of more than one carrier subject to
    the Act without obtaining prior Commission authorization.[^157]
    Therefore, Rule 1.762 will be deleted.

# PROCEDURAL MATTERS

## Final Regulatory Flexibility Analysis

69. As required by the Regulatory Flexibility Act, as amended,
    (RFA),[^158] an Initial Regulatory Flexibility Analysis (IRFA) was
    incorporated in the Notice.[^159] The Commission sought written
    public comment on the proposals in the Notice, including comment on
    the IRFA. Appendix C sets forth a Final Regulatory Flexibility
    Analysis for the present Report and Order.

## Final Paperwork Reduction Act Analysis

70. The action contained herein has been analyzed with respect to the
    Paperwork Reduction Act of 1995 and found to impose new or modified
    reporting and recordkeeping requirements or burdens on the public.
    Implementation of these new or modified reporting and recordkeeping
    requirements will be subject to approval by the Office of Management
    and Budget (OMB) as prescribed by the Act.

# Ordering clauses

71. Accordingly, IT IS ORDERED, pursuant to the authority contained in
    sections 2, 4(i)-(j), 201, 214, and 303(r) of the Communications Act
    of 1934, as amended, 47 U.S.C. §§ 152, 154(i)-(j), 201, 214, and
    303(r), that the *Report and Order* in CC Docket No. 01-150 IS
    ADOPTED and Parts 0, 1, and 63 of the Commission's rules, 47 C.F.R.
    Parts 0, 1, and 63, are amended as set forth in Appendix B.

72. IT IS FURTHER ORDERED that the policies, rules, and requirements
    adopted herein are adopted and SHALL BECOME EFFECTIVE 30 days after
    publication of the text or summary thereof in the Federal Register.

73. IT IS FURTHER ORDERED that the collection of information contained
    herein is contingent upon approval by the Office of Management and
    Budget.

74. IT IS FURTHER ORDERED that the Commission's Consumer Information
    Bureau, Reference Information Center, SHALL SEND a copy of this
    *Report and Order* in CC Docket No. 01-150, including the Final
    Regulatory Flexibility Analysis, to the Chief Counsel for Advocacy
    of the Small Business Administration.

> FEDERAL COMMUNICATIONS COMMISSION

William F. Caton

Acting Secretary

# APPENDIX A -- List of Commenters {#appendix-a-list-of-commenters .Appendix-Heading}

**Comments**

1.  AT&T

2.  Association of Communications Enterprises (ASCENT)

3.  Competitive Telecommunications Association

4.  Qwest

5.  United States Chamber of Commerce

6.  WorldCom

7.  Verizon

**Reply Comments**

1.  Association of Communications Enterprises

2.  CenturyTel

3.  Qwest

4.  Verizon

#   {#section .Appendix-Heading}

# APPENDIX B -- Final Rules {#appendix-b-final-rules .Appendix-Heading}

Part 0 of Title 47 of the Code of Federal Regulations is revised as
follows:

**PART 0 -- COMMISSION ORGANIZATION**

1\. Section 0.291(c) is removed, and subsequent sections are
re-numbered.

Part 1 of Title 47 of the Code of Federal Regulations is revised as
follows:

**PART 1 -- PRACTICE AND PROCEDURE**

1.  Sections 1.762, 1.765, and 1.766 are removed.

Part 63 of Title 47 of the Code of Federal Regulations is revised as
follows:

PART 63 -- EXTENSION OF LINES, NEW LINES, AND DISCONTINUANCE, REDUCTION,
OUTAGE AND IMPAIRMENT OF SERVICE BY COMMON CARRIERS; AND GRANTS OF
RECOGNIZED PRIVATE OPERATING AGENCY STATUS

1\. Section 63.01(a) is revised as follows:

**§ 63.01 Authority for all Domestic Common Carriers**

\(a\) Any party that would be a domestic interstate communications
common carrier is authorized to provide domestic, interstate services to
any domestic point and to construct or operate any domestic transmission
line as long as it obtains all necessary authorizations from the
Commission for use of radio frequencies.

2\. New sections 63.03 **--** 63.04 are added as follows:

§ 63.03 Streamlining Procedures for Domestic Transfer of Control
Applications

Any domestic carrier that seeks to transfer control of lines or
authorization to operate pursuant to section 214 of the Communications
Act of 1934, as amended, shall be subject to the following procedures:

\(a\) Public Notice and Review Period. Upon determination by the Common
Carrier Bureau that the applicants have filed a complete application and
that the application is appropriate for streamlined treatment, the
Common Carrier Bureau will issue a public notice stating that the
application has been accepted for filing as a streamlined application.
Unless otherwise notified by the Commission, an applicant is permitted
to transfer control of the domestic lines or authorization to operate on
the 31st day after the date of public notice listing a domestic section
214 transfer of control application as accepted for filing as a
streamlined application, but only in accordance with the operations
proposed in its application. Comments on streamlined applications may be
filed during the first 14 days following public notice, and reply
comments may be filed during the first 21 days following public notice,
unless the public notice specifies a different pleading cycle. All
comments on streamlined applications shall be filed electronically, and
shall satisfy such other filing requirements as may be specified in the
public notice.

\(b\) **Presumptive Streamlined Categories.**

(1) The streamlined procedures provided in this rule shall be presumed
    to apply to all transfer of control applications in which: (i) both
    applicants are non-facilities-based carriers; (ii) the transferee is
    not a telecommunications provider; or (iii) the proposed transaction
    involves only the transfer of the local exchange assets of an
    incumbent LEC by means other than an acquisition of corporate
    control.

(2) Where a proposed transaction would result in a transferee having a
    market share in the interstate, interexchange market of less than 10
    percent, and the transferee would provide competitive telephone
    exchange services or exchange access services (if at all)
    exclusively in geographic areas served by a dominant local exchange
    carrier that is not a party to the transaction, the streamlined
    procedures provided in this rule shall be presumed to apply to
    transfer of control applications in which:

> i\. neither of the applicants is dominant with respect to any service;

ii\. the applicants are a dominant carrier and a non-dominant carrier
that provides services exclusively outside the geographic area where the
dominant carrier is dominant; or

> iii\. the applicants are incumbent independent local exchange carriers
> (as defined in section 64.1902 of these rules) that have, in
> combination, fewer than two (2) percent of the nation's subscriber
> lines installed in the aggregate nationwide, and no overlapping or
> adjacent service areas.

(3) For purposes of subparagraphs (1) and (2) of this paragraph, the
    terms "applicant," "carrier," "party," and "transferee" (and their
    plural forms) include any affiliates of such entities within the
    meaning of section 3(1) of the Communications Act of 1934, as
    amended.

\(c\) **Removal of Application from Streamlined Processing.** At any
time after an application is filed, the Commission, acting through the
Chief of the Wireline Competition Bureau, may notify an applicant that
its application is being removed from streamlined processing, or will
not be subject to streamlined processing. Examples of appropriate
circumstances for such action are:

\(1\) an application is associated with a non-routine request for waiver
of the Commission's rules;

> \(2\) an application would, on its face, violate a Commission rule or
> the Communications Act;
>
> \(3\) an applicant fails to respond promptly to Commission inquiries;
>
> \(4\) timely-filed comments on the application raise public interest
> concerns that require further Commission review; or

\(5\) the Commission, acting through the Chief of the Wireline
Competition Bureau, otherwise determines that the application requires
further analysis to determine whether a proposed transfer of control
would serve the public interest.

> Notification will be by public notice that states the reason for
> removal or non-streamlined treatment, and indicates the expected
> timeframe for Commission action on the application. Except in
> extraordinary circumstances, final action on the application should be
> expected no later than 180 days from public notice that the
> application has been accepted for filing.

\(d\) ***Pro Forma* Transactions.**

> \(1\) Any party that would be a domestic common carrier under section
> 214 of the Communications Act of 1934, as amended, is authorized to
> undertake any corporate restructuring, reorganization or liquidation
> of internal business operations that does not result in a change in
> ultimate ownership or control of the carrier's lines or authorization
> to operate, including transfers in bankruptcy proceedings to a trustee
> or to the carrier itself as a debtor-in-possession.[^160] Under this
> rule, a transfer of control of a domestic line or authorization to
> operate is considered *pro forma* when, together with all previous
> internal corporate restructurings, the transaction does not result in
> a change in the carrier's ultimate ownership or control, or otherwise
> falls into one of the illustrative categories found in section 63.24
> of this part governing transfers of control of international carriers
> under section 214 of the Communications Act of 1934, as amended.
>
> \(2\) Any party that would be a domestic common carrier under section
> 214 of the Communications Act of 1934, as amended, must notify the
> Commission no later than 30 days after control of the carrier is
> transferred to a trustee under Chapter 7 of the Bankruptcy Code, a
> debtor-in-possession under Chapter 11 of the Bankruptcy Code, or any
> other party pursuant to any applicable chapter of the Bankruptcy Code
> when that transfer does not result in a change in ultimate ownership
> or control of the carrier's lines or authorization to operate. The
> notification can be in the form of a letter (in duplicate to the
> Secretary). The letter or other form of notification must also contain
> the information listed in sections (a)(1) through (a)(4) in section
> 63.04 of this part. A single letter may be filed for more than one
> such transfer of control. If a carrier files a discontinuance request
> within 30 days of the transfer in bankruptcy, the Commission will
> treat the discontinuance request as sufficient to fulfill the *pro
> forma* post-transaction notice requirement.
>
> \(3\) Notwithstanding any other provision in this part, any party that
> would be a domestic common carrier under section 214 of the
> Communications Act of 1934, as amended, including a carrier that
> begins providing service through a differently named subsidiary after
> an internal corporate restructuring, remains subject to all applicable
> conditions of service after an internal restructuring, such as rules
> governing slamming and tariffing.

§ 63.04 Filing Procedures for Domestic Transfer of Control Applications

\(a\) *Domestic Services Only*. A carrier seeking domestic section 214
authorization for transfer of control should file an application
containing:

> \(1\) the name, address and telephone number of each applicant;

\(2\) the government, state, or territory under the laws of which each
corporate or partnership applicant is organized;

\(3\) the name, title, post office address, and telephone number of the
officer or contact point, such as legal counsel, to whom correspondence
concerning the application is to be addressed;

\(4\) the name, address, citizenship and principal business of any
person or entity that directly or indirectly owns at least ten (10)
percent of the equity of the applicant, and the percentage of equity
owned by each of those entities (to the nearest one (1) percent);

(5) certification pursuant to 47 C.F.R. sections 1.2001 through 1.2003
    that no party to the application is subject to a denial of Federal
    benefits pursuant to section 5301 of the Anti-Drug Abuse Act
    of 1988. *See* 21 U.S.C. § 853.

(6) a description of the transaction;

(7) a description of the geographic areas in which the transferor and
    transferee (and their affiliates) offer domestic telecommunications
    services, and what services are provided in each area;

(8) a statement as to how the application fits into one or more of the
    presumptive streamlined categories in section 63.03 or why it is
    otherwise appropriate for streamlined treatment;

(9) identification of all other Commission applications related to the
    same transaction;

(10) a statement of whether the applicants are requesting special
     consideration because either party to the transaction is facing
     imminent business failure;

(11) identification of any separately filed waiver requests being sought
     in conjunction with the transaction; and

(12) a statement showing how grant of the application will serve the
     public interest, convenience and necessity, including any
     additional information that may be necessary to show the effect of
     the proposed transaction on competition in domestic markets.

\(b\) *Domestic/International Applications for Transfers of Control*.
Where an applicant wishes to file a joint international section 214
transfer of control application and domestic section 214 transfer of
control application, the applicant should submit information that
satisfies the requirements of section 63.18, which specifies the
contents of applications for international authorizations, together with
filing fees that satisfy (and are in accordance with filing procedures
applicable to) both section 1.1105 and section 1.1107. In an attachment
to the international application, the applicant should submit the
information described in paragraph (a)(6) through (a)(12) of this rule.

# APPENDIX C -- fINAL REGULATORY FLEXIBILITY ANALYSIS {#appendix-c-final-regulatory-flexibility-analysis .Appendix-Heading}

1.  As required by the Regulatory Flexibility Act, as amended,
    (RFA),[^161] an Initial Regulatory Flexibility Analysis (IRFA) was
    incorporated in the *Declaratory Ruling and Notice of Proposed
    Rulemaking in CC Docket No. 01-150* (Notice).[^162] The Commission
    sought written public comment on the proposals in the *Notice*,
    including comment on the IRFA. The Commission received seven
    comments and four reply comments in this proceeding.[^163] No
    comments received addressed the IRFA. This present Final Regulatory
    Flexibility Analysis (FRFA) conforms to the RFA.[^164]

## Need for, and Objectives of, the Report and Order

75. The Commission initiated the *Notice* to seek comment on how it
    might improve and streamline applications under section 214 to
    acquire domestic transmission lines through acquisitions of
    corporate control that require little scrutiny in order for the
    Commission to determine that they serve the public interest. In
    particular, the Commission sought comment on: (1) whether the
    Commission should shorten the review period for a predetermined
    class of domestic section 214 applications; (2) what criteria to
    employ to determine eligibility for streamlined review; (3) how to
    treat a streamlined domestic section 214 application that is
    accompanied by a request for waiver of Commission rules; (4) whether
    the Commission should have discretion to remove an application from
    streamlined processing; (5) how the Common Carrier Bureau should
    treat a streamlined application when the applicants file related
    applications in other bureaus; and (6) whether the Commission
    should, as an alternative to streamlining, relieve all non-dominant
    carriers, or certain categories of non-dominant carriers, that have
    blanket domestic section 214 authority from filing transfer of
    control applications.

76. In this Order, the Commission adopts rules to govern and streamline
    review of domestic section 214 transfer of control applications. By
    adopting these rules, the Commission intends to reduce the burden on
    carriers of complying with the Commission's review requirements and,
    at the same time, increase the predictability and transparency of
    these requirements.

77. First, under the new streamlined procedures, for example,
    transactions involving small entities such as incumbent LECs, are
    presumed to be of the kind not likely to raise public interest
    concerns and would receive automatic approval after a 30 day review
    period unless otherwise notified by the Commission. This streamlined
    approach reduces the amount of business and legal resources an
    applicant may need to expend to manage an application through the
    Commission review process because applicants can now predict the
    level of scrutiny an application is likely to receive. The
    streamlined approach also offers small entities the benefit of
    business certainty by designating a date certain on which
    transactions would be permitted to close.

## Summary of Significant Issues Raised by Public Comments in Response to the IRFA

78. No party specifically commented in response to the Regulatory
    Flexibility Act. However, commenters proposed many of the
    streamlined measures we enact today. For example, in this Order, we
    adopt commenters' proposals to presumptively streamline transfer
    applications involving domestic, interstate carriers that are
    non-dominant in the provision of any service where their combined
    post-transaction market presence is unlikely to raise public
    interest concerns.[^165] If a transaction proposes to combine the
    interexchange services of two non-dominant carriers, the application
    will be presumptively streamlined if the transferee's market share
    in the interstate, interexchange market following the transaction
    would be less than 10 percent.[^166] Similarly, if a transaction
    proposes to combine the telephone exchange services and/or exchange
    access services of two non-dominant carriers, the application will
    be presumptively streamlined if their services are offered
    exclusively in geographic areas served by a dominant local exchange
    carrier. These adopted streamlining measures proposed by commenters,
    while not directly responsive to the Regulatory Flexibility Act,
    will nevertheless benefit both small and large carriers.

## Description and Estimate of the Number of Small Entities to Which Rules Will Apply

79. The RFA directs agencies to provide a description of, and where
    feasible, an estimate of the number of small entities that may be
    affected by the rules adopted herein.[^167] The RFA defines the term
    "small entity" as having the same meaning as the terms "small
    business," "small organization," and "small governmental
    jurisdiction."[^168] The term "small business" has the same meaning
    as the term "small business concern" under the Small Business Act,
    unless the Commission has developed one or more definitions that are
    appropriate for its activities.[^169] Under the Small Business Act,
    a "small business concern" is one which: (1) is independently owned
    and operated; (2) is not dominant in its field of operation; and (3)
    satisfies any additional criteria established by the SBA.[^170]

80. The most reliable source of information regarding the total numbers
    of certain common carrier and related providers nationwide appears
    to be data the Commission publishes annually in its
    *Telecommunications Provider Locator* report, derived from filings
    made in connection with the Telecommunications Relay Service
    (TRS).[^171] According to data in the most recent report, there are
    5,679 interstate service providers.[^172] These providers include,
    *inter alia*, local exchange carriers, wireline carriers and service
    providers, interexchange carriers, competitive access providers,
    operator service providers, pay telephone operators, providers of
    telephone service, providers of telephone exchange service, and
    resellers.

81. We have included small incumbent local exchange carriers
    (LECs)[^173] in this present RFA analysis. As noted above, a \"small
    business\" under the RFA is one that, *inter alia*, meets the
    pertinent small business size standard (*e.g.*, a telephone
    communications business having 1,500 or fewer employees), and \"is
    not dominant in its field of operation.\"[^174] The SBA\'s Office of
    Advocacy contends that, for RFA purposes, small incumbent LECs are
    not dominant in their field of operation because any such dominance
    is not \"national\" in scope.[^175] We have therefore included small
    incumbent LECs in this RFA analysis, although we emphasize that this
    RFA action has no effect on FCC analyses and determinations in
    other, non-RFA contexts.

82. *Total Number of Telephone Companies Affected.* The U.S. Bureau of
    Census (Census Bureau) reports that, at the end of 1992, there were
    3,497 firms engaged in providing telephone services, as defined
    therein, for at least one year.[^176] This number contains a variety
    of different categories of carriers, including LECs, interexchange
    carriers, competitive access providers, operator service providers,
    pay telephone operators, and resellers. It seems certain that some
    of these 3,497 telephone service firms may not qualify as small
    entities or small incumbent LECs because they are not
    \"independently owned and operated.\"[^177] It seems reasonable to
    conclude that fewer than 3,497 telephone service firms are small
    entity telephone service firms or small incumbent LECs that may be
    affected by these rules.

83. *Wireline Carriers and Service Providers.* The SBA has developed a
    definition of small entities for telephone communications companies
    other than radiotelephone (wireless) companies. The Census Bureau
    reports that there were 2,321 such telephone companies in operation
    for at least one year at the end of 1992.[^178] According to the
    SBA\'s definition, a small business telephone company other than a
    radiotelephone (wireless) company is one employing no more than
    1,500 persons.[^179] All but 26 of the 2,321 non-radiotelephone
    (wireless) companies listed by the Census Bureau were reported to
    have fewer than 1,000 employees. Even if all 26 of the remaining
    companies had more than 1,500 employees, there would still be 2,295
    non‑radiotelephone (wireless) companies that might qualify as small
    entities or small incumbent LECs. Although it seems certain that
    some of these carriers are not independently owned and operated, we
    are unable at this time to estimate with greater precision the
    number of wireline carriers and service providers that would qualify
    as small business concerns under SBA's definition. Therefore, we
    estimate that fewer than 2,295 small telephone communications
    companies other than radiotelephone (wireless) companies are small
    entities or small incumbent LECs that may be affected by these
    rules.

84. *Local Exchange Carriers, Competitive Access Providers,
    Interexchange Carriers, Operator Service Providers, Payphone
    Providers, and Resellers*. Neither the Commission nor the SBA has
    developed a definition for small LECs, competitive access providers
    (CAPS), interexchange carriers (IXCs), operator service providers
    (OSPs), payphone providers, or resellers. The closest applicable
    definition for these carrier-types under SBA rules is for telephone
    communications companies other than radiotelephone (wireless)
    companies.[^180] The most reliable source of information that we
    know regarding the number of these carriers nationwide appears to be
    the data that we collect annually in connection with the TRS.[^181]
    According to our most recent data, there are 1,329 LECs, 532 CAPs,
    229 IXCs, 22 OSPs, 936 payphone providers, and 710 resellers.[^182]
    Although it seems certain that some of these carriers are not
    independently owned and operated, or have more than 1,500 employees,
    we are unable at this time to estimate with greater precision the
    number of these carriers that would qualify as small business
    concerns under the SBA\'s definition. Therefore, we estimate that
    there are fewer than 1,329 small entity LECs or small incumbent
    LECs, 532 CAPs, 229 IXCs, 22 OSPs, 936 payphone providers, and 710
    resellers that may be affected by these rules.

85. *Wireless Telephony and Paging and Messaging*. Wireless telephony
    includes cellular, personal communications services (PCS) or
    specialized mobile radio (SMR) service providers. Neither the
    Commission nor the SBA has developed a definition of small entities
    applicable to cellular licensees, or to providers of paging and
    messaging services. The closest applicable SBA definition is a
    telephone communications company other than radiotelephone
    (wireless) companies.[^183] According to the most recent Provider
    Locator data, 858 carriers reported that they were engaged in the
    provision of wireless telephony and 576 companies reported that they
    were engaged in the provision of paging and messaging service.[^184]
    We do not have data specifying the number of these carriers that are
    not independently owned or operated, and thus are unable at this
    time to estimate with greater precision the number that would
    qualify as small business concerns under the SBA\'s definition.
    Consequently, we estimate that there are fewer than 858 small
    carriers providing wireless telephony services and fewer than 576
    small companies providing paging and messaging services that may be
    affected by these rules.

## Description of Projected Reporting, Recordkeeping, and Other Compliance Requirements

86. The streamlining requirements discussed herein will not require
    additional reporting, recordkeeping or compliance requirements for
    service providers. In this Order, we are not mandating new
    recordkeeping and compliance requirements. Rather, we are
    articulating more clearly the categories of information that must be
    contained in a domestic section 214 application for transfer of
    control in order for the Commission to grant streamlined review.
    While there has been some uncertainty concerning the appropriate
    content of a section 214 application, we believe that these new
    requirements will lessen the regulatory burden on small carriers.

## Steps Taken to Minimize Significant Economic Impact on Small Entities, and Significant Alternatives Considered

87. The RFA requires an agency to describe any significant alternatives
    that it has considered in reaching its proposed approach, which may
    include the following four alternatives (among others): (1) the
    establishment of differing compliance or reporting requirements or
    timetables that take into account the resources available to small
    entities; (2) the clarification, consolidation, or simplification of
    compliance or reporting requirements under the rule for small
    entities; (3) the use of performance, rather than design, standards;
    and (4) an exemption from coverage of the rule, or any part thereof,
    for small entities.[^185]

88. We conclude that measures adopted and described in this Order would
    reduce regulatory burdens for small carriers including resellers and
    small incumbent LECs. For example, in this Order, we ease filing
    burdens by adopting rules that enable carriers to file a single
    document with the Commission that combines both domestic and
    international section 214 applications. Aside from cases involving
    bankruptcy, where a simple notice will be required, we eliminate
    filing requirements for *pro forma* transactions. The same
    categories of *pro forma* transactions that apply in other bureaus
    will apply to domestic carriers, thus improving consistency of
    filing requirements across bureaus for small and large entities
    alike. As we describe in Section D above on projected reporting,
    record keeping, and other compliance requirements, carriers have
    sometimes found the filing rules confusing, cumbersome, and overly
    burdensome to navigate because the rules did not state what
    information the Commission required. In this Order, we clarify what
    a carrier must submit to be eligible for streamlined treatment.
    Overall, the steps we take in this item will add predictability,
    efficiency, and transparency to the Commission's review process, and
    will vastly improve our current transfer of control procedures.
    While these streamlining measures apply similarly to both small and
    large entities, we expect that small entities are more likely to
    benefit to the extent such firms have fewer or reduced resources
    available, as compared to large firms.

89. In this Order, we also describe commenters' alternative streamlining
    proposals and state why those proposals would not improve efficiency
    or predictability, or would not serve the public interest.[^186] For
    example, CenturyTel proposed that "after the fact" notice for
    corporate transfers of control by small and medium-sized carriers
    would serve the public interest.[^187] However, as we point out in
    this Order, the Commission must fulfill its statutorily imposed duty
    to determine whether the transaction serves the public interest,
    notwithstanding the legitimate desire of applicants to obtain the
    most expedited review possible. Therefore, we conclude that
    applicants shall continue current practice and provide the
    Commission prior notice of proposed transfers of control to permit a
    short period for comment and review, even in the context of
    streamlined processing of domestic section 214 applications.
    Moreover, we gain assurance from knowing that the rule would
    continue to benefit small carriers and serve the public interest by
    providing applicants with a date certain for domestic transfers of
    control, after which every transaction may close, unless the
    Commission otherwise notifies the applicant.[^188]

90. *Report to Congress*. The Commission will send a copy of this Order,
    including this FRFA, in a report to be sent to Congress pursuant to
    the Congressional Review Act.[^189] In addition, the Commission will
    send a copy of this Order, including this FRFA, to the Chief Counsel
    for Advocacy of the SBA. A copy of this Order and FRFA (or summaries
    thereof) will also be published in the Federal Register.[^190]

**SEPARATE STATEMENT OF**

**COMMISSIONER MICHAEL J. COPPS,**

# APPROVING IN PART, DISSENTING IN PART {#approving-in-part-dissenting-in-part .Appendix-Heading}

*Re:* *Implementation of Further Streamlining Measures for Domestic
Section 214 Authorizations.*

I support efforts to make our merger review more efficient and
streamlined. Applicants have a right to expect an expeditious
resolution. We must recognize, however, that Congress directed the
Commission to ensure that acquisitions, including transfers of control,
serve the public convenience and necessity. If the Commission fails to
carry out this directive, it violates its responsibility under the Act.

I support establishing presumptive categories for streamlined merger
review. I would also have been open to a process in which Commissioners
could decide whether to accord streamlined treatment in other cases
without additional burden or delay to the parties. But that is not the
choice I was given. Rather, the majority has decided to vest the Bureau
with the delegated authority to determine if any transaction \-- whether
or not it falls within the presumptive categories \-- merits streamlined
treatment or requires further investigation.

I do not support such an expansion of the Bureau's delegated authority.
This position is not a reflection on the job the Bureaus do. We look to
the staffs of the Bureaus for their expertise and judgment and I will
continue to rely very heavily on the analysis and judgments of the truly
excellent teams in the Bureaus. But mergers may be some of the most
important and consequential cases that the Commission will be handling
in this time of great economic change and uncertainty, and I believe
that for these transactions, the buck must stop in the Commissioners'
offices. By establishing presumptive categories, but then allowing the
Bureau to decide in all instances on a case-by-case basis whether to
streamline review of a transaction, the Commission abdicates an
important part of its responsibility.

The Order points out that other Bureaus have greater delegated authority
and that they conduct streamlined reviews under that authority. Although
I do not believe that domestic wireline common carriers should be
subjected to greater scrutiny by the Commission than other
telecommunications providers, I do believe that before we expand the
authority delegated to the Bureaus, we should examine the experience we
have seen to date in the merger context. It may be that, in the area of
merger review, we need a little less delegation. In the past year alone,
one Bureau approved a merger involving a sizeable increase in foreign
ownership without public notice or comment.[^191] Another Bureau
approved dozens of transactions last March that substantially increased
the ownership concentration in small radio markets. All of these were
done, I am told, without Commissioner input. I think both Congress and
the American people want us to step up to the plate on important issues
such as this.

So, I will agree where I can on the establishment of presumptive
categories, and dissent where I must on the Bureau deciding cases
outside the presumptive categories.

[^1]: *See* 47 U.S.C. § 214.

[^2]: We note that approval of consolidated applications will not
    necessarily be jointly conducted among the International and Common
    Carrier Bureaus, as different rules and policies apply to the
    analysis of transfers of domestic and international section 214
    authorizations.

[^3]: *See* adopted rules in App. B. The Streamlining Rule is new
    section 63.03 of our rules, and the Filing Rule is new section
    63.04.

[^4]: We note, however, that this Order only addresses the streamlining
    of domestic section 214 transfers of control. Nothing in this Order
    modifies the rules or policies governing the transfers or
    assignments of international section 214 authorizations.

[^5]: 47 U.S.C. § 214(a).

[^6]: *See, e.g., Applications of NYNEX Corporation Transferor, and Bell
    Atlantic Corporation Transferee, for Consent to Transfer Control of
    NYNEX Corporation and its Subsidiaries,* Memorandum Opinion and
    Order, 12 FCC Rcd 19985, 20063, para. 157 (1997).

[^7]: *See Implementation of Section 402(b)(2)(A) of the
    Telecommunications Act of 1996, Petition for Forbearance of the
    Independent Telephone & Telecommunications Alliance,* Report and
    Order in CC Docket No. 97-11, Second Memorandum Opinion and Order in
    AAD File No. 98-43, 14 FCC Rcd 11364, 11372, para. 12 (1999) (*"1999
    Streamlining Order"*); 47 C.F.R. § 63.01(a). Blanket authority for
    domestic telecommunications carriers is a deregulatory measure that
    allows carriers to construct, operate, or engage in transmission
    over lines of communication without filing an application with the
    Commission for "entry" certification under section 214. *Id.*

[^8]: 47 C.F.R. § 63.01(a).

[^9]: *1999 Streamlining Order*, 14 FCC Rcd at 11374-75, para. 18.

[^10]: *Id*.

[^11]: *Id*.

[^12]: *See* 47 C.F.R. § 63.71.

[^13]: *1999 Streamlining Order,* 14 FCC Rcd at 11374, para. 18, n.55.

[^14]: *See Implementation of Further Streamlining Measures for Domestic
    Section 214 Authorizations,* 16 FCC Rcd 14109, para. 20 (2001)
    (Notice).

[^15]: Notice at para. 26. Applications to discontinue domestic services
    normally are automatically granted after a specified time period: 31
    days for non-dominant carriers, and 60 days for dominant carriers.
    *See* 47 C.F.R. § 63.71. We use the term "dominant" here to describe
    the regulatory classification of providers of domestic
    telecommunications services; the term "dominant" as used in this
    Order does not refer to any potential dominance arising from a
    foreign carrier affiliation. Under existing domestic common carrier
    regulation, incumbent LECs are generally treated as dominant
    carriers, absent a specific finding to the contrary for a particular
    market. *See* *In the Matter of Review of Regulatory Requirements
    for Incumbent LEC Broadband Telecommunications Services*, CC Docket
    No. 01-337, Notice of Proposed Rulemaking, FCC 01-360 (rel. Dec. 20,
    2001) (*Dom/Non-Dom Notice)*. As dominant domestic carriers,
    incumbent LECs are subject to tariff filing, tariff support and
    pricing requirements. *See id.* at n.8. For a discussion of how the
    Commission distinguishes between dominant and non-dominant carriers,
    *see Policy and Rules Concerning Rates for Competitive Common
    Carrier Services and Facilities Authorizations Therefor*, Notice of
    Proposed Rulemaking, 77 FCC 2d 308 (1979) (*Competitive Carrier*
    *Notice*); First Report and Order, 85 FCC 2d 1 (1980) (*Competitive
    Carrier First Report and Order*); Further Notice of Proposed
    Rulemaking, 84 FCC 2d 445 (1981); Second Further Notice of Proposed
    Rulemaking, 47 Fed. Reg. 17308 (1982); Second Report and Order, 91
    FCC 2d 59 (1982), *recon. denied*, 93 FCC 2d 54 (1983); Third
    Further Notice of Proposed Rulemaking, 48 Fed. Reg. 28,292 (1983);
    Third Report and Order, 48 Fed. Reg. 46,791 (1983); Fourth Report
    and Order, 95 FCC 2d 554 (1983) (*Competitive Carrier Fourth Report
    and Order*), *vacated, AT&T v. FCC*, F.2d 727 (D.C. Cir. 1992),
    *cert. denied, MCI Telecommunications Corp. v. AT&T*, 113 S. Ct.
    3020 (1993); Fourth Further Notice of Proposed Rulemaking, 96 FCC 2d
    1191 (1984); Fifth Report and Order, 98 FCC 2d 1191 (1984); Sixth
    Report and Order, 99 FCC 2d 1020 (1985), *vacated, MCI
    Telecommunications Corp. v. FCC*, 765 F.2d 1186 (D.C. Cir. 1985)
    (collectively referred to as the *Competitive Carrier* proceeding).

[^16]: Grant of streamlined international section 214 applications for
    authority to transfer control are effective 15 days after public
    notice of an application unless the Commission removes an
    application from streamlined processing. *See* 47 C.F.R. § 63.12. In
    addition, we note that the Commission has instituted streamlined
    procedures for compliance with the slamming rules in handling the
    carrier-to-carrier sale or transfer of subscriber bases. *See* *2000
    Biennial Review - Review of Policies and Rules Concerning
    Unauthorized Changes of Long Distance Carriers; Implementation of
    the Subscriber Carrier Selection Changes Provisions of the
    Telecommunications Act of 1996*, First Report and Order in CC Docket
    No. 00-257 and Fourth Report and Order in CC Docket No. 94-129, 16
    FCC Rcd 11218 (2001) (adopting 47 C.F.R. § 64.1120(e)).

[^17]: Notice at para. 30.

[^18]: Notice at para. 32. *See, e.g.*, 47 C.F.R. § 63.12(c)(4) (stating
    that streamlined procedures for international section 214
    applications shall not apply where "\[t\]he Commission has informed
    the applicant in writing, within 14 days after the date of public
    notice listing the application as accepted for filing, that the
    application is not eligible for streamlined processing").

[^19]: Notice at paras. 20, 27.

[^20]: *Id.* at para. 31.

[^21]: *Id*. at para. 33.

[^22]: *Id*. at para. 25.

[^23]: *See* 47 C.F.R. §§ 63.01, 63.18.

[^24]: CompTel Comments at 5; ASCENT Comments at 4. CompTel and ASCENT
    urge that parties be allowed to file one application for both
    international and domestic section 214 transfers of control.

[^25]: At this time, the Commission is not considering a consolidated
    application process for wireless and wireline applications due to
    the amount of technical information contained in the wireless
    applications that is not required for section 214 transfer of
    control applications. Additionally, the consolidation of the
    international application and the domestic application processes
    seems inherently reasonable because both types of wireline
    applications consist of predominantly the same information and are
    presented to the Commission in essentially the same format.

[^26]: That supplemental information is more specifically identified in
    paragraph **[16]{.underline}**, *infra*.

[^27]: 47 C.F.R. §§ 1.1105, 1.1107.

[^28]: CenturyTel Reply Comments at 6.

[^29]: Verizon Comments at 4.

[^30]: *See* Verizon Comments at 4.

[^31]: *FCC Implements Predictable, Transparent and Streamlined Merger
    Review Process,* Public Notice (rel. Jan. 12, 2000).

[^32]: *See, e.g.*, *Commission Seeks Comment on Application for Consent
    to Transfer Control Filed by Chorus Communications, Ltd. and
    Telephone and Data Systems, Inc.*, Public Notice, DA 01-715 (rel.
    Mar. 20, 2001); *Common Carrier Bureau and Wireless
    Telecommunications Bureau Grant Consent for Transfer of Control of
    Licenses and Authorizations of Berkshire Cable Corporation d/b/a
    Berkshire Long Distance to Citizens Communications Company*, Public
    Notice, DA 01-1788 (rel. July 26, 2001).

[^33]: *See* 21 U.S.C. § 853.

[^34]: Notice at para. 26.

[^35]: For example, CompTel argues that applicants should file one
    application that the Commission would automatically grant, whether
    it involves dominant or non-dominant carriers, 14 days after the
    public notice, absent further Commission action. Comptel Comments at
    5. As is the case with international section 214 applications,
    applicants would begin operation on the 15^th^ day under the CompTel
    proposal. *See also* WorldCom Comments at 4-5, 8; AT&T Comments at
    5, 13; ASCENT Reply Comments at 6.

[^36]: We note that the Common Carrier Bureau does not have authority to
    act on any applications or requests which present novel questions of
    fact, law or policy which cannot be resolved under outstanding
    precedents and guidelines. *See* 47 C.F.R. § 0.291(a)(2).

[^37]: We note that Title III of the Communications Act requires a
    30-day petition period for transfers of control involving Commission
    wireless licenses.

[^38]: The Commission reserves the right to request any further
    information deemed necessary to make a determination on the
    application.

[^39]: The filing of comments or a petition to deny will not necessarily
    result in the application being deemed ineligible for streamlined
    processing.

[^40]: We note that the International Bureau similarly handles
    streamlined procedures under delegated authority. *See, e.g., 1998
    Biennial Regulatory Review -- Review of International Common Carrier
    Regulations,* Report and Order, 14 FCC Rcd 4909, 4913 (1999)
    (*International Streamlining Order)* ("If, during \[the\] 14-day
    waiting period, the Commission staff determines that an application
    should not be granted through the streamlined process, it will
    notify the applicant in writing that the application has been
    removed from streamlined processing. Otherwise, an application will
    be deemed granted 14 days after the initial public notice, and the
    applicant may begin operating on the 15^th^ day."). Although the
    Commission concluded that certain categories of international
    section 214 applications generally should be subject to
    streamlining, it delegated to the International Bureau the authority
    to identify those particular applications that do warrant public
    comment and additional Commission scrutiny. The Commission reasoned
    that because the process gave staff an opportunity to identify any
    extraordinary applications that might warrant public comment, it was
    able to include a broader class of applications within the
    streamlining procedure than if it had relied upon applicants alone
    to determine whether they qualified for streamlining. *See id.* at
    4920.

[^41]: Qwest Comments at 6. We further note that the Commission\'s
    streamlined procedures for handling the carrier-to-carrier sale or
    transfer of a subscriber base typically permit the acquisition of
    subscribers to occur at the end of a 30-day notice period. *See* 47
    C.F.R. § 64.1120(e).

[^42]: *See* 47 C.F.R. § 63.71(c). While commenters propose approval
    periods that range from 14 days to 60 days, most, including AT&T,
    WorldCom, and Verizon view a 30-day public notice period as
    appropriate for at least some portion of the streamlined
    applications, if not all. For example, AT&T asserts that section 214
    authorizations for non-dominant carriers should be automatically
    granted within 30 days. AT&T Comments at 2-3. WorldCom proposes a
    30-day review period for non-dominant carriers, and a 60-day review
    period for dominant carriers. WorldCom Comments at 4. (We note,
    however, that ASCENT challenges WorldCom's claim that the Commission
    could sufficiently address public interest concerns merely by
    reviewing materials filed pursuant to advance notice rules. *See*
    ASCENT Reply Comments at 10.) Verizon proposes a prior notice
    procedure under which the public would be afforded 30 days to
    comment on an application for change in corporate control. Verizon
    Comments at 6-7. If there are no comments or the Commission does not
    consider any objections to be a valid basis to delay the
    transaction, the transaction could close after 60 days without
    affirmative Commission action. *Id*. Qwest proposes that domestic
    section 214 applications be granted automatically after 31 days for
    both dominant carriers and non-dominant carriers that are not
    otherwise covered by a blanket authorization. Qwest Comments at 2.

[^43]: Qwest Comments at 6.

[^44]: CenturyTel proposes an "after the fact" notice procedure wherein
    applicants would file only "*pro forma* notices" giving the
    Commission notice of the transaction within 30 days *after* closing
    the transaction. CenturyTel Reply Comments at 5. CenturyTel states
    that "\[t\]he transaction would then be deemed approved unless the
    Commission were to take contrary action." *Id*. This model would
    apply only to small and mid-sized carriers because, according to
    CenturyTel, the limited size and nature of such transactions do not
    trigger public interest concerns. "Mid-sized incumbent local
    exchange carriers" are those carriers whose operating revenue equals
    or exceeds the "indexed revenue threshold" and whose revenue when
    aggregated with the revenues of any local exchange carrier that it
    controls, is controlled by, or with which it is under common
    control, is less than \$7 billion. CenturyTel Reply Comments at 5 n
    8. CenturyTel Comments at 3-5; WorldCom Comments at 7.

[^45]: *See* 47 C.F.R. § 1.4.

[^46]: *See* 47 U.S.C. § 309(d)(1).

[^47]: Incumbent LECs often file transfer of control applications in the
    Common Carrier Bureau, the International Bureau, and the Wireless
    Telecommunications Bureau that relate to the same transaction. The
    wireless licenses, such as those pertaining to PCS or cellular
    services, are Title III licenses subject to a 30-day petition period
    under sections 309(b) and 309(d)(1) of the Act.

[^48]: A number of transactions involving competitive LECs and small
    interexchange carriers require filings only with the Common Carrier
    Bureau and the International Bureau because the carriers require
    section 214 authorization but do not hold any wireless licenses. As
    noted, the default 14-day comment period in the Streamlining Rule
    for domestic service applications is in harmony with the
    International Bureau's streamlined review period.

[^49]: The International Bureau commonly conditions its streamlined
    grants on the parties' obtaining all necessary approvals from the
    Commission that relate to the same transaction. *See, e.g.*,
    *International Authorizations Granted*, Report No. TEL-00377, DA
    01-849 (rel. Apr. 5, 2001) (granting on a streamlined basis under
    section 63.12 of the Commission's rules transfer of Chorus's
    international section 214 authorizations to Telephone and Data
    Systems, Inc., with consummation of the proposed transaction
    conditioned on grant of the domestic section 214 and wireless
    transfer applications). Similarly, the blanket authority in section
    63.01 for any domestic carrier to start up new operations is
    conditioned upon the carrier "obtain\[ing\] all necessary
    authorizations from the Commission for use of radio frequencies." 47
    C.F.R. § 63.01.

[^50]: Notice at para. 20.

[^51]: *Id*. at para. 21.

[^52]: *Id*. at paras. 14-19.

[^53]: AT&T Comments at 13; ASCENT Reply Comments at 6; CenturyTel Reply
    Comments at 6; CompTel Comments at 2 (suggesting the Commission
    should forbear from reviewing transfers of control under section 214
    whenever a non-dominant carrier is involved). Moreover, according to
    Qwest's proposed process, "resellers and non-dominant carriers with
    blanket 214 authority would not file additional section 214
    applications for change of corporate control . . . \[i\]nstead the
    parties to these transactions would file a post-transaction notice
    within a reasonable period after the transaction." Qwest Comments at
    2.

[^54]: *See,* *e.g.*, WorldCom Comments at 4-5 (proposing a 30 day
    streamlined review for non-dominant carriers and a 60-day review for
    dominant carriers); Verizon Comments at 5-7 (proposing streamlined
    review for "non-controversial" applications where, for example, an
    applicant is dominant but earns revenues below the threshold
    designated in Part 32 of the Commission's rules for "Class A"
    companies). *See also* ASCENT Comments at 2, 4, 8-9; ASCENT Reply
    Comments at 7-8, 10-13 (opposing the Verizon, WorldCom and CompTel
    proposals).

[^55]: Our proposal in the Notice to consider "something akin to a
    failing firm" exception derived from the "failing firm" affirmative
    defense described in the U.S. Department of Justice and Federal
    Trade Commission Merger Guidelines ("DOJ/FTC Merger Guidelines").
    The "failing firm" defense states that if imminent business failure
    would cause the assets of one of the merging firms to exit the
    market, and other specifically defined circumstances are met, then
    the merger is not likely to create or enhance market power or
    facilitate the exercise of market power. Therefore, a merger with a
    "failing firm" would result in market performance no worse than had
    the merger been blocked by the government. Notice at para. 20; *see
    also* DOJ/FTC Merger Guidelines, Section 5.0-5.1.

[^56]: WorldCom Comments at 6-7; ASCENT Reply Comments at 14.

[^57]: In the Filing Rule, we require carriers seeking streamlined
    treatment to explain why they should receive such treatment.

[^58]: *See* 47 C.F.R. § 0.291(a)(2).

[^59]: Moreover, applications that do not qualify for presumptive
    streamlined treatment may still be afforded streamlined treatment on
    a case-by-case basis, and applications that qualify for presumptive
    streamlined treatment may be removed from streamlined processing if
    the Commission, through comments or otherwise, becomes aware of
    facts or issues warranting removal. As a result of our ability to
    fine-tune the presumptive streamlining on a case-by-case basis, we
    believe it is reasonable to proceed with presumptively streamlined
    categories that take account of such factors as dominance,
    non-dominance, and other readily ascertainable, relevant
    considerations. In contrast, as noted, we have rejected use of those
    factors as an absolute threshold for eligibility because such a
    rigid threshold would have prevented us from making individualized
    determinations. As a result, such rigid eligibility thresholds may
    have prevented applications that merit streamlining from receiving
    appropriate streamlined treatment.

[^60]: *See* WorldCom Comments at 2.

[^61]: As used in this discussion, the terms "applicant," "carrier,"
    "party," and "transferee" (and their plural forms) include any
    affiliates of such entities within the meaning of section 3(1) of
    the Communications Act of 1934, as amended.

[^62]: In the Notice*,* the Commission clarified that current section
    63.01 does not exempt resellers and non-dominant carriers from
    filing section 214 applications. Notice at para. 8. *But see* Qwest
    Comments at 3-4 (disagreeing with the Commission's interpretation of
    section 63.01).

[^63]: As used in this Order, the term "incumbent independent LEC" shall
    have the same meaning as that term is given under section 64.1902 of
    our rules, 47 C.F.R. § 64.1902.

[^64]: AT&T Comments at 13; ASCENT Comments at 1-9; CompTel Comments at
    4;Verizon Comments at 7-8; WorldCom Comments at 6-10; Qwest Reply
    Comments at 3.

[^65]: Our presumption in favor of streamlining for transactions that
    result in less than 10 percent market share is based upon guidelines
    suggesting that total combined market shares of less than 10 percent
    in markets that are "moderately concentrated" -- or even "highly
    concentrated" -- are "unlikely to have adverse competitive
    consequences and ordinarily require no further analysis." In our
    view, such combinations should merit a careful, although streamlined
    review. *See* U.S. Department of Justice and Federal Trade
    Commission Horizontal Merger Guidelines, Section 1.51, n.18 (DOJ/FTC
    Merger Guidelines); *But see* Qwest Comments at 2 (stating that
    Qwest opposes the "import \[of\] additional notions from the DOJ/FTC
    premerger notification process" into Commission review of section
    214 applications).

[^66]: *See* Qwest Reply Comments at 2, 4; Verizon Reply Comments at
    2-3.

[^67]: *See* WorldCom Comments at 6 (proposing that any streamlining
    plan must take into account whether, in an assignment or transfer
    case, the assignment or transfer will result in additional
    concentration in the geographic and product markets where an
    incumbent LEC serves).

[^68]: *See id.* at 6-9.

[^69]: *In the Matter of ALLTEL Corp., Petition for Waiver of Section
    61.41 of the Commission\'s Rules and Applications for Transfer of
    Control,* 14 FCC Rcd 14191, 14195 (1999) (finding that the merger of
    ALLTEL and Aliant would not create a giant communications services
    provider of sufficient size to dominate the industry or affect
    significantly the Commission\'s implementation of the Communications
    Act and federal communications policy).

[^70]: *See id.,* 14 FCC Rcd at 14194.

[^71]: *See* 47 U.S.C. § 251(f)(2).

[^72]: *See* CenturyTel Comments at 3-4, 6.

[^73]: We note that asset sales of competitive carriers are covered
    under other parts of the Streamlining Rule pertaining to
    non-dominant carriers. *See* para. 30, *supra.*

[^74]: As with all other streamlined applications, the Commission will
    remove an application involving the sale of incumbent LEC exchanges
    from streamlined processing if the proposed transaction raises
    public interest concerns that require more detailed analysis. For
    example, if one Bell operating company (BOC) sought to purchase
    substantially all the local exchange assets of another BOC, such a
    transaction would likely be removed from streamlined processing.

[^75]: We note that the Common Carrier Bureau does not have authority to
    act on any applications or requests which present novel questions of
    fact, law or policy which cannot be resolved under outstanding
    precedents and guidelines. *See* 47 C.F.R. § 0.291(a)(2).

[^76]: *See* WorldCom Comments at 2 ("First and foremost, the Commission
    should ensure that its new rules enhance the predictability of the
    domestic Section 214 process.").

[^77]: *See, e.g.,* ASCENT Comments at 12; ASCENT Reply Comments at 1-4,
    6-14; AT&T Comments at 3; WorldCom Comments at 6.

[^78]: Verizon Comments at 5 (proposing streamlined treatment for
    dominant carriers falling below a \$100 million revenue threshold);
    Verizon Reply Comments at 2--3; Qwest Reply Comments at 4-5.

[^79]: *See Regulatory Treatment of LEC Provision of Interexchange
    Services Originating in the LEC's Local Exchange Area,* 12 FCC Rcd
    15756, 15802, 15866 (1997). *See also* Qwest Reply Comments at 4-6;
    Qwest Comments at 1, 2 and 4; Verizon Reply Comments at 3.

[^80]: WorldCom Comments at 6-9; Verizon Reply Comments at 3.

[^81]: ASCENT Comments at 2, 4-5; AT&T Comments at 2; Verizon Reply
    Comments at 4.

[^82]: Qwest Comments at 1-2; Qwest Reply Comments at 4; *cf*. AT&T
    Comments at 12-13.

[^83]: *See, e.g.*, CompTel Comments at 1-2, 4-5; Qwest Comments at 3-4;
    *see also* AT&T Comments at 2; ASCENT Reply Comments at 13.

[^84]: *See* AT&T Comments at 13; ASCENT Reply Comments at 7-8; *cf.*
    Verizon Comments at 5.

[^85]: Qwest Reply Comments at 3; *cf*. AT&T Comments at 8-12.

[^86]: Qwest Reply Comments at 3; Qwest Comments at 6-7.

[^87]: *See* Notice at para. 21. In contrast, we note that transfers of
    control involving small, facilities-based interexchange carriers,
    where the transferee's post-transaction market share would total no
    more than 10 percent, are not likely to raise market concentration
    or other public interest issues and should be presumptively
    streamlined. *See* *supra* para. 30. Interexchange market shares are
    fairly easy to determine, so they are unlikely either to pose a
    great filing burden on applicants or to generate extensive dispute
    about an applicant's claims. *See, e.g.,* Federal Communications
    Commission, Statistics of Communications Common Carriers (2001). The
    existence of a dominant carrier in the geographic areas where a
    carrier provides local exchange and exchange access services is also
    both easy for applicants to determine and easy for the Commission to
    verify because the Commission issues orders declaring such
    classifications. *See, e.g.,Regulatory Treatment of LEC Provision of
    Interexchange Services Originating in the LEC's Local Exchange
    Area,* 12 FCC Rcd 15756, 15767 (1997).

[^88]: ASCENT Comments at 9-14; ASCENT Reply Comments at 6.

[^89]: *See* ASCENT Reply Comments at 5.

[^90]: *See also* CompTel Comments at 2-5.

[^91]: ASCENT Comments at 9-13; ASCENT Reply Comments at 13.

[^92]: ASCENT Comments at 12; Qwest Reply Comments at 3-4; *see also*
    AT&T Comments at 8-12.

[^93]: ASCENT Comments at 12.

[^94]: ASCENT indicates that carriers provide these figures in FCC Form
    477, the Local Competition and Broadband Reporting Worksheet. *Id*.
    at 11.

[^95]: AT&T Comments at 8-12; ASCENT Reply Comments at 14.

[^96]: CompTel Comments at 1; ASCENT Reply Comments at 10, 14-15.

[^97]: Notice at para. 32.

[^98]: *Id*. at para. 32.

[^99]: Verizon Reply Comments at 3-4; ASCENT Comments at 5; AT&T
    Comments at 13.

[^100]: Verizon states that if a transaction requires a protracted
    review, the Commission must nevertheless act within a stated period
    of time to foster predictability. Verizon Comments at 3.

[^101]: ASCENT Reply Comments at 3, 9; Qwest Comments at 9; WorldCom
    Comments at 2.

[^102]: *See* WorldCom Comments at 5. We note that the Common Carrier
    Bureau does not have authority to act on any applications or
    requests which present novel questions of fact, law or policy which
    cannot be resolved under outstanding precedents and guidelines.
    *See* 47 C.F.R. § 0.291(a)(2).

[^103]: ASCENT Reply Comments at 3.

[^104]: WorldCom Comments at 2.

[^105]: *See Proposed Timeline for Consideration of Applications for
    Transfers or Assignments of Licenses or Requests for Authorizations
    Relating to Complex Mergers*, FCC Transaction Team Public Forum
    (rel. Mar. 1, 2000), *available at*
    \<www.fcc.gov/transaction/timeline.doc\>; *see also* Verizon
    Comments at 3.

[^106]: We note that the Common Carrier Bureau does not have authority
    to act on any applications or requests which present novel questions
    of fact, law or policy which cannot be resolved under outstanding
    precedents and guidelines. *See* 47 C.F.R. § 0.291(a)(2).

[^107]: CenturyTel Comments at 6; Verizon Reply Comments at 3-4.

[^108]: *See, e.g.,* ASCENT Comments at 2; CompTel Comments at 5; *see
    also* 47 C.F.R. § 63.12.

[^109]: 47 C.F.R. § 63.18; ASCENT Comments at 8-9.

[^110]: *See* U.S. Chamber of Commerce Comments at 2 (proposing that the
    Commission grant blanket authority for acquisitions of corporate
    control).

[^111]: Notice at para. 21.

[^112]: For example, CompTel asserts that the public interest associated
    with transfers of Title III licenses and section 214 international
    authorizations is broad enough to encompass concerns about
    acquisitions of non-dominant carriers providing domestic interstate
    services or with facilities that are subject to blanket section 214
    authority. Comptel Comments at 3. Qwest argues that to the extent
    the Commission has independent concerns about a particular transfer,
    it should address those concerns through rules of general
    applicability using its organic rulemaking power, or by specific
    enforcement actions, but not through the 214 process. Qwest Comments
    at 3. Additionally, Qwest states that the Commission should curtail
    public interest review of license transfers and defer to the
    antitrust agencies of the federal government to assess competitive
    issues that arise in changes of control accompanied by section 214
    applications. Qwest Reply Comments at 6.

[^113]: Verizon states that "\[i\]n the past, the Commission's review
    has largely duplicated the work of other agencies, such as the
    Department of Justice . . . or the Federal Trade Commission . .
    .\[and that if\] the Commission defers to this comprehensive process
    and does not attempt to duplicate DOJ's efforts, its review can be
    substantially reduced in scope and time." Verizon Comments at 3.

[^114]: Notice at para. 27; *see also* 47 C.F.R. § 63.24.

[^115]: AT&T Comments at 2, 4-6; CenturyTel Reply Comments at 5; Qwest
    Comments at 3-5; Verizon Comments at 2, 7-8; WorldCom Comments at
    12-13.

[^116]: 47 C.F.R. § 63.21(i).

[^117]: Notice at para. 28.

[^118]: Verizon argues that internal corporate restructurings may serve
    the public interest because the public would benefit by access to a
    richer array of interstate services following transfer of control.
    Verizon Comments at 2.

[^119]: AT&T Comments at 2, 4-6; Qwest Comments at 3-5; Verizon Comments
    at 2, 7-8; WorldCom Comments at 12-13.

[^120]: AT&T Comments at 2, 4-6. *See* *In the Matter of Federal
    Communications Bar Association\'s Petition for Forbearance from
    Section 310(d) of the Communications Act Regarding Non-Substantial
    Assignments of Wireless Licenses and Transfers of Control Involving
    Telecommunications Carriers and Personal Communications Industry
    Association\'s Broadband Personal Communications Services
    Alliance\'s Petition for Forbearance For Broadband Personal
    Communications Services*, Memorandum Opinion and Order, FCC 98-18,
    13 FCC Rcd 6293, 6301 at paras. 12, 13 (1998) (*Wireless
    Streamlining Order*), 13 FCC Rcd 6293, paras. 12-13 (1998);
    *International Streamlining Order*, 14 FCC Rcd 4909, para. 42
    (1999).

[^121]: AT&T Comments at 2, 4-6; Qwest Comments at 3-5; Verizon Comments
    at 2, 7-8; WorldCom Comments at 12-13.

[^122]: Verizon Comments at 7-8.

[^123]: *See In the Matter of 1998 Biennial Regulatory Review---Review
    of International Common Carrier Regulations*, Notice of Proposed
    Rulemaking, 15 FCC Rcd 24264 (2000).

[^124]: *See* 47 C.F.R. §§ 64.1100-1195; *see also* Notice at para. 28.

[^125]: *See* 47 C.F.R. § 64.1120(e).

[^126]: CenturyTel Reply Comments at 5.

[^127]: Verizon Comments at 2, 7-8; Qwest Comments at 3-5; WorldCom
    Comments at 12-13; AT&T Comments at 2, 4-6.

[^128]: Verizon Comments at 7-8.

[^129]: Section 64.1195 of the Commission\'s rules provides that
    carriers are required to register with the Commission by filing
    certain portions of FCC Form 499-A when they commence providing
    telecommunications service. The required information includes the
    carrier's business name(s) and primary address(es), the names and
    business addresses of certain of the carrier's officers, the
    carrier's regulatory contact and designated agent for service of
    process, all names under which the carrier has conducted business in
    the past, and the state(s) in which the carrier provides
    telecommunications service. Carriers must notify the Commission of
    any changes to this information within one week of the change. *See*
    47 C.F.R. § 64.1195(g); *see also* "*Consumer Information Bureau
    Reminds Telecommunications Carriers of their Obligations to Register
    and Designate an Agent for Service of Process*,\" Public Notice, CC
    Docket No. 94-129, DA 02-222 (Jan. 30, 2002).

[^130]: Notice at para. 31. Pursuant to section 1.3 of the Commission's
    rules, the Commission is permitted to waive its rules if good cause
    is shown. 47 C.F.R. § 1.3.

[^131]: Notice at para. 31.

[^132]: *See*, *e.g.*, Verizon Comments at 8; WorldCom Comments at 13.

[^133]: We note that the Common Carrier Bureau does not have authority
    to act on any applications or requests which present novel questions
    of fact, law or policy which cannot be resolved under outstanding
    precedents and guidelines. *See* 47 C.F.R. § 0.291(a)(2).

[^134]: *See Proposed Timeline for Consideration of Applications for
    Transfers or Assignments of Licenses or Requests for Authorizations
    Relating to Complex Mergers*, FCC Transaction Team Public Forum
    (rel. Mar. 1, 2000), *available at*
    \<www.fcc.gov/transaction/timeline.doc\>.

[^135]: *1999 Streamlining Order*, 14 FCC Rcd at 11374-75, para. 18.

[^136]: *Id*.

[^137]: *Id*.

[^138]: Notice at para. 25.

[^139]: U.S. Chamber of Commerce Comments at 4.

[^140]: CenturyTel Reply Comments at 2.

[^141]: AT&T Comments at 4.

[^142]: Where an asset acquisition will result in a loss of service, our
    section 214 discontinuance rules will continue to apply.
    Specifically, under the current discontinuance regulations, carriers
    are required to provide notification of discontinuance to:
    customers, the state public utility commission, the Governor of the
    State, and the Secretary of Defense. 47 C.F.R. § 63.71. An
    application may be filed with the Commission after the customer
    notifications are sent. If the discontinuing carrier is a domestic
    non-dominant carrier, then the application shall be deemed granted
    on the 31^st^ day after filing with the Commission (unless the
    Commission has notified the applicant that the grant will not be
    automatically effective). If the discontinuing carrier is a domestic
    dominant carrier, then the application shall be deemed granted on
    the 60^th^ day after filing with the Commission (unless the
    Commission has notified the applicant that the grant will not be
    automatically effective).

[^143]: 47 U.S.C. § 214(a) (emphasis added).

[^144]: *Id.* (emphasis added).

[^145]: Where the International Bureau and the Common Carrier Bureau
    rules conflict regarding whether a transaction is a transfer of
    control, rules of both bureaus should be followed and separate
    applications should be filed with each bureau.

[^146]: *See* 47 C.F.R. § 64.1120(e).

[^147]: We note that carriers acquiring another carrier's subscriber
    base are subject to the customer notification provisions in section
    64.1120(e) of our rules. *Id*.

[^148]: 47 U.S.C. § 601(b)(2); Pub. L. No. 104-104; 110 Stat. 56 (1996)
    (1996 Act). Congress enacted section 221(a) at a time when local
    telephone service was viewed as a natural monopoly; thus, section
    221(a) allowed competing local telephone companies to merge without
    facing antitrust scrutiny. *See* Joint Explanatory Statement of the
    Committee of Conference, S. Rep. No. 104-458, at 200 (1996) (Joint
    Explanatory Statement). The statute was usually used to confer
    immunity on mergers between noncompeting Bell operating subsidiaries
    or mergers between Bells and small independents within their
    territories. *See* Joint Explanatory Statement at 200-01; *see also*
    61 Fed. Reg. 36654 (1996). Congress found, however, that section
    221(a) could inadvertently undercut several of the provisions of the
    Act after passage of the 1996 Act. *See* Joint Explanatory Statement
    at 200-01; 61 Fed. Reg. 36654 (1996). The Joint Explanatory
    Statement clarifies that repeal of section 221(a) would not affect
    the Commission's ability to conduct any review of a merger for
    Communications Act purposes, but would simply end the Commission's
    ability to confer antitrust immunity. *See* Joint Explanatory
    Statement at 201.

[^149]: 47 U.S.C. § 221(a) (1994).

[^150]: *See* 61 Fed. Reg. 36654 (1996); 47 C.F.R. §§ 66.11-66.15
    (1994).

[^151]: 47 C.F.R. §§ 66.11-66.15 (1994).

[^152]: *See* 61 Fed. Reg. 36654 (1996).

[^153]: Former section 222, relating to competition among record
    carriers, was repealed by Pub.L. 103-414, 108 Stat. 4297 (1994).
    *See* 47 U.S.C.A. § 222 (historical notes).

[^154]: 64 Fed. Reg. 43937 (1999).

[^155]: *Id.*; *see also* 47 U.S.C. § 212.

[^156]: *Id.*

[^157]: 64 Fed. Reg. 43937 (1998).

[^158]: *See* 5 U.S.C. § 603. The RFA, 5 U.S.C. §§ 601-612, has been
    amended by the Small Business Regulatory Enforcement Fairness Act of
    1996 (SBREFA), Pub. L. No. 104-121, Title II, 110 Stat. 857 (1996).

[^159]: *Implementation of Further Streamlining Measures for Domestic
    Section 214 Authorizations*, Declaratory Ruling and Notice of
    Proposed Rulemaking, CC Docket No. 01-150, 16 FCC Rcd 14109 (2001)
    (*Notice*).

[^160]: "Control" includes actual working control in whatever manner
    exercised and is not limited to majority stock ownership. "Control"
    also includes direct or indirect ownership or control, such as
    through intervening subsidiaries. *See* 47 C.F.R. § 63.09.

[^161]: *See* 5 U.S.C. § 603. The RFA, 5 U.S.C. §§ 601-612, has been
    amended by the Small Business Regulatory Enforcement Fairness Act of
    1996 (SBREFA), Pub. L. No. 104-121, Title II, 110 Stat. 857 (1996).

[^162]: *Implementation of Further Streamlining Measures for Domestic
    Section 214 Authorizations*, Declaratory Ruling and Notice of
    Proposed Rulemaking, CC Docket No. 01-150, 16 FCC Rcd 14109 (2001)
    (*Notice*).

[^163]: Initial comments were filed by AT&T, Association of
    Communications Enterprises (ASCENT), Competitive Telecommunications
    Association, Qwest, the United States Chamber of Commerce, WorldCom,
    and Verizon. Reply Comments were filed by ASCENT, CenturyTel, Qwest,
    and Verizon.

[^164]: *See* 5 U.S.C. § 604.

[^165]: AT&T Comments at 13; ASCENT Comments at 1-9; CompTel Comments at
    4;Verizon Comments at 7-8; WorldCom Comments at 6-10; Qwest Reply
    Comments at 3.

[^166]: Our presumption in favor of streamlining for transactions that
    result in less than 10 percent market share is based upon guidelines
    suggesting that total combined market shares of less than 10 percent
    in markets that are "moderately concentrated" -- or even "highly
    concentrated" -- are "unlikely to have adverse competitive
    consequences and ordinarily require no further analysis." In our
    view, such combinations should merit a careful, although streamlined
    review. *See* U.S. Department of Justice and Federal Trade
    Commission Horizontal Merger Guidelines, Section 1.51, n 18 (DOJ/FTC
    Merger Guidelines); *see* Qwest Comments at 2 (stating that Qwest
    opposes the "import \[of\] additional notions from the DOJ/FTC
    premerger notification process" into Commission review of section
    214 applications).

[^167]: 5 U.S.C. § 604(a)(3).

[^168]: 5 U.S.C. § 601(6).

[^169]: 5 U.S.C. § 601(3) (incorporating by reference the definition of
    "small business concern" in 15 U.S.C. § 632). Pursuant to the RFA,
    the statutory definition of a small business applies "unless an
    agency, after consultation with the Office of Advocacy of the Small
    Business Administration and after opportunity for public comment,
    establishes one or more definitions of such term which are
    appropriate to the activities of the agency and publishes such
    definition(s) in the Federal Register." *Id*.

[^170]: 15 U.S.C. § 632.

[^171]: FCC, Common Carrier Bureau, Industry Analysis Division,
    *Telecommunications Provider Locator*, Tables 1-2 (November 2001)
    (*Provider Locator*). *See also* 47 C.F.R. § 64.601 *et seq.*

[^172]: *Provider Locator* at Table 1.

[^173]: *See* 47 U.S.C § 251(h) (defining "incumbent local exchange
    carrier").

[^174]: 15 U.S.C. § 632.

[^175]: Letter from Jere W. Glover, Chief Counsel for Advocacy, SBA, to
    William E. Kennard, Chairman, FCC (May 27, 1999). The Small Business
    Act contains a definition of \"small business concern,\" which the
    RFA incorporates into its own definition of \"small business.\"
    *See* 15 U.S.C. § 632(a) (Small Business Act); 5 U.S.C. § 601(3)
    (RFA). SBA regulations interpret \"small business concern\" to
    include the concept of dominance on a national basis. 13 C.F.R. §
    121.102(b).

[^176]: U.S. Department of Commerce, Bureau of the Census, 1992 Census
    of Transportation, Communications, and Utilities: Establishment and
    Firm Size, at Firm Size 1‑123 (1995) (1992 Census).

[^177]: *See generally* 15 U.S.C. § 632(a)(1).

[^178]: *1992 Census* at Firm Size 1‑123.

[^179]: 13 C.F.R. § 121.201, North American Industry Classification
    System (NAICS) codes 513310, 513330, and 513340.

[^180]: 13 C.F.R. § 121.201, NAICS codes 513310, 513330, and 513340.

[^181]: *See* 47 C.F.R. § 64.601 *et seq*.; *Provider Locator* at Table
    1.

[^182]: *Provider Locator* at Table 1. The total for resellers includes
    both toll resellers and local resellers.

[^183]: 13 C.F.R. § 121.201, NAICS codes 513321 and 513322.

[^184]: *Provider Locator* at Table 1.

[^185]: 5 U.S.C. § 603(c).

[^186]: *See* Sections V.A and V.B.

[^187]: CenturyTel proposes an "after the fact" notice procedure wherein
    applicants would file only "*pro forma* notices" giving the
    Commission notice of the transaction within 30 days *after* closing
    the transaction. CenturyTel states that "\[t\]he transaction would
    then be deemed approved unless the Commission were to take contrary
    action." CenturyTel Reply Comments at 5. This model would apply only
    to small and mid-sized carriers because, according to CenturyTel,
    the limited size and nature of such transactions do not trigger
    public interest concerns "Mid-sized incumbent local exchange
    carriers" are those carriers whose operating revenue equals or
    exceeds the "indexed revenue threshold" and whose revenue when
    aggregated with the revenues of any local exchange carrier that it
    controls, is controlled by, or with which it is under common
    control, is less than \$7 billion. CenturyTel Comments at 3-5;
    WorldCom Comments at 7.

[^188]: Qwest Comments at 6.

[^189]: *See* 5 U.S.C. § 801(a)(1)(A).

[^190]: *See* 5 U.S.C. § 604(b).

[^191]: *General Electric Capital Corporation, Transferors, SES Global,
    S.A., Transferees for Consent to Transfer Control of Licenses and
    Authorizations Pursuant to Sections 214(a) and 310(d) of the
    Communications Act and Petition for Declaratory Ruling Pursuant to
    Section 310(b)(4) of the Communications Act,* Supplemental Order,
    October 26, 2001.