20040224Application.pdf

:ECEIVED L!J
BEFORE THE PUBLIC UTILITIES coMNifs-8aoN 0
OF THE STATE OF IDAH~onll FEB 20 AiellO: 00
In Re The Application of
Southwestern Bell Communications
Services Inc. d/b/a SBC Long Distance
For a Certificate of Public Convenience and )Necessity,
, -
3, Ub;_
Docket NO.~j1- f.~O S)fJ~
APPLICATION FOR CERTIFICATION
Southwestern Bell Communications Services Inc. d/b/a SBC Long Distance
Applicant"), pursuant to the laws of the State of Idaho and the rules, regulations, and policies
of the Public Utilities Commission of Idaho ("Commission ), hereby applies for a Certificate of
Public Convenience and Necessity. Applicant proposes to offer facilities-based and resold
competitive local exchange telecommunications services to residential and commercial
subscribers and exchange access services to interconnecting carriers in Idaho. In support of its
Application, and pursuant to the Commission s Application for Certification requirements
Applicant states as follows.
PROPOSED SERVICES
Applicant proposes to provide competitive local exchange carrier services including, but
not limited to , basic local service and custom calling features, and data services to commercial
and residential subscribers in Qwest Communications and Verizon (f/k/a GTE Northwest)
exchanges. Applicant further proposes to provide exchange access services to interconnecting
carriers. Applicant does not propose to offer alternative operator services to the transient public.
Operator assisted calls are provided under contract by the underlying carrier, whose operators are
trained to respond to emergency calls.
Applicant's services will be available to subscribers twenty-four hours per day, seven
days per week, at rates, terms and conditions established by Applicant and reflected in
Applicant'illustrative price list, attached hereto at Exhibit E.Applicant assumes full
responsibility for marketing and sales, billing and customer service functions. Services will be
offered and provided in accordance with applicable Idaho laws and all Commission rules and
regulations.
Applicant does not currently have plans to construct facilities of its own in the State of
Idaho, but does not foreclose the possibility of constructing such facilities in the future.
Applicant is not currently providing any local exchange services within the State of Idaho.
Applicant will market its services through in-house marketing professionals, although
Applicant may in the future avail itself of telemarketing, if economically advantageous.
Applicant has been granted authority to provide interexchange telecommunications
services in all fifty states , including Idaho. Applicant is seeking authority to provide
competitive local exchange services in the 37 states outside of its parent corporation s (SBC
Communications Inc.) incumbent local exchange carrier service territory. Applicant currently
has competitive local exchange carrier authority applications pending in the States of Alaska
Arizona, Delaware, the District of Columbia, Hawaii, Iowa, Louisiana, New Mexico , New York
Maryland, Minnesota, New Hampshire, Oregon, South Carolina, South Dakota, West Virginia
and Wyoming. Applicant initiated the competitive local exchange company certification process
in November, 2003. To date, Applicant has received authority to provide competitive local
exchange service in Colorado (February, 2004) and Vermont (January, 2004). All other state
competitive local exchange company applications remain pending, accordingly. In no instance
has Applicant been denied authority nor has any application been rej ected.
1 Granted May 1 , 1997.
II.FORM OF BUSINESS
N arne, address and Form of Business
1 (c)(1).Statement of the Character of Public Service in Which it May Engage.
Applicant proposes to provide competitive local exchange carrier services including, but
not limited to, basic local service and custom calling features and data services to commercial
and residential subscribers.Applicant will further offer exchange access services to
interconnecting carriers.
1 (c)(2).The Name of the State in Which Applicant is Incorporated.
Applicant is a privately-held corporation organized under the laws of the State of
Delaware on May 31 , 1995.
1 (c)(3).Applicant's Principal Business Address and its Principal Business
Address within Idaho.
Applicant's principal business address is:
Southwestern Bell Communications Services Inc. d/b/a SBC Long Distance
5850 W. Las Positas Blvd.
Pleasanton, CA 94588
Telephone: [phone]
Facsimile: [phone]
Applicant does not anticipate maintaining offices in the State of Idaho.
1 (c)(4).Certified Copy of Applicant's Articles of Incorporation.
A copy of Applicant's Articles of Incorporation are attached hereto at Exhibit A.
1 (c)(5).A certificate of Good Standing Issued by the Secretary of State of
Idaho.
Applicant has been authorized by the Secretary of State of the State of Idaho to transact
business in the State of Idaho as a foreign (not incorporated in Idaho) corporation. Evidence of
2 Applicant is a corporation. Items l(a), Sole Proprietor, and l(b), Partnerships, do not apply.
Applicant's good standing to transact business within the State ofldaho issued by the Secretary
of State of the State of Idaho is attached hereto as Exhibit B.
1 (c)(6).Name and Address of Registered Agent for Service in Idaho.
Applicant's registered agent in the State ofldaho is:
CT Corporation System
300 North 6th Street
Boise, Idaho 83702
If a corporation, the Names and Addresses of the Ten Cornrnon Stockholders of
Applicant Owning the Greatest Nurnber of Shares of Cornrnon Stock and the
Number of Such Shares Owned by Each.
Applicant is a wholly-owned subsidiary of SBC Communications Inc.
N arnes and Addresses of the Officers and Directors of Applicant.
The names and addresses of Applicant's officers and directors are:
Yno Gonzalez
President
Southwestern Bell Communications Services Inc.
d/b/a SBC Long Distance
5850 W. Las Positas Blvd.
Pleasanton, CA 94588
William H. McCracken
Comptroller
Southwestern Bell Communications Services Inc.
d/b/a SBC Long Distance
5850 W. Las Positas Blvd.
Pleasanton, CA 94588
John di Bene, Esq.
Vice President, General Counsel and Secretary
Southwestern Bell Communications Services Inc.
d/b/a SBC Long Distance
5850 W. Las Positas Blvd.
Pleasanton, CA 94588
Names and Addresses of the Officers and Directors of Applicant. (continued)
Janet M. Duncan
Treasurer
Southwestern Bell Communications Services Inc.
d/b/a SBC Long Distance
175 E. Houston St., Room 7-
San Antonio, Texas 78205
Larry Ruzicka
Vice President - Taxes
Southwestern Bell Communications Services Inc.
d/b/a SBC Long Distance
175 E. Houston St., Room 8-
San Antonio, Texas 78205
Thomas S. Clemens
Assistant Treasurer
Southwestern Bell Communications Services Inc.
d/b/a SBC Long Distance
175 E. Houston St., Room 7-
San Antonio, Texas 78205
Briefbiographies of Applicant's officers, directors and key technical management personnel are
attached hereto as Exhibit C.
N arne and Address of Any Corporation, Association, or Sirnilar Organization
Holding a 5% or Greater Ownership or a Managernent Interest in the Applicant. As
to Ownership, the Arnount and Character of the Interest Must be Indicated. A copy
of any Managernent Agreement Must be Attached.
Applicant is a wholly-owned subsidiary of SBC Communications Inc.Applicant
operates as a separate entity from its parent corporation and does not maintain a management
agreement with its parent corporation.
N ames and Addresses of Subsidiaries Owned or Controlled by Applicant.
Applicant does not maintain subsidiaries.
III.TELECOMMUNICATIONS SERVICES
The Date on Which Applicant Proposes to Begin Construction or Anticipates it Will
Begin to Provide Service.
Applicant does not intend or anticipate construction of facilities at this time.
Applicant will purchase unbundled network elements and will resell local exchange services
provided by one or more local exchange carriers. Applicant anticipates that it will begin to
provide service within 18 months of the date on which its Certificate of Public Convenience and
Necessity is granted.
A Written Description of Customer Classes and Customer Service(s) that the
Applicant Proposes to Offer to the Public.
Applicant proposes to provide service primarily to commercial subscribers. Applicant
plans to also provide service to residential subscribers. Applicant intends to offer a variety of
competitive local exchange services including, but not limited to, basic exchange services
private branch exchange services, frame relay, high-speed data, broadband other data services
directory assistance and operator services (through underlying carriers), custom-calling features
toll free calling services, call blocking and unblocking services, and directory listings.
Emergency 911 and enhanced 911 calling services will be provided to all subscribers at no
charge.Applicant further proposes to provide exchange access and transport services to
interconnecting carriers.
IV.SERVICE TERRITORY
A Description Sufficient for Determining Whether Service is to be Offered in a
Particular Location; and the Narnes of all Incurnbent Local Exchange Corporations
with Whom the Proposed Utility is Likely to Cornpete.
Applicant initially proposes to offer its services in the service areas currently
served by Qwest Communications and Verizon and will be competing with these Incumbent
Local Exchange Carriers.
Written Description of the Intended Manner of Service, for Example, Resold
Services or Facilities Based. A General Description of the Property Owned or
Controlled by Applicant.
Applicant does not intend or anticipate construction of facilities at this time. Applicant
will purchase unbundled network elements and will resell local exchange services provided by
one or more local exchange carriers. Applicant will not initially own or control equipment to be
used in providing the proposed services in Idaho. Applicant may purchase switching equipment
and network facilities, or construct network facilities in the future.
A Staternent Describing with Whorn the Applicant is Likely to Cornpete.
Applicant may in the future compete with all incumbent local exchange carriers (ILECs)
within the State of Idaho including, A TC Communications, Cambridge Telephone Company,
CenturyTel of Idaho, Inc., Frontier Communications of Idaho, Direct Communications
Rockland, Inc., Fremont Telcom, Inc., Inland Telephone Company, Midvale Telephone
Exchange, Inc., Oregon-Idaho Utilities, Inc., Pine Telephone System, Inc., Potlatch Telephone
Company, Rural Telephone Company, Silver Star Communications and Teton Telecom.
Applicant plans to compete against other competitive local exchange carriers whose identity is a
matter of record with the Commission.
A Description of the Property Owned by the Applicant Clarifies the Applicant'
Proposed Services and Operation.
Applicant does not own any tangible property or premIses In the State of Idaho.
Applicant will provide service utilizing unbundled network elements leased from local exchange
carriers or resold local exchange services.
FINANCIAL INFORMAITON
Current Detailed Balance Sheets, Including a Detailed Income and Profit and Loss
Staternents of Applicant Reflecting Current and Prior Year Balances for the Twelve
Months Ended as of the Date of the Balance Sheet, or if Not Readily Available, for
the Period Since the Close of the Preceding Calendar Year.
Applicant's financial standing is impeccable as demonstrated by the income statement
and balance sheet of its parent company, SBC Communications Inc., attached hereto as Exhibit
3 The attached documents demonstrate that applicant is adequately capitalized to provide
reliable, long-term service to subscribers in the State of Idaho. Applicant does not require
construction of its own facilities, nor does it have plans to construct facilities of its own at this
time. Applicant is fully funded and requires no additional external capitalization to initiate and
sustain its operations.
If a balance sheet and income statement are not available, the applicant rnust subrnit
financial data sufficient to establish that it possesses adequate financial resources to
provide the proposed services.
Not Applicable.
VI.ILLUSTRATIVE" PRICE LIST FILINGS
Applicant's proposed "Illustrative" price list and price sheets setting forth rates, rules
terms, and regulations applicable to the contemplated service is attached hereto at Exhibit E.
3 Additional fmancial infonnation is available on the World Wide Web at http://www.sbc.comJinvestor relations/.
VII.CUSTOMER CONTACTS
Contact Information for the Applicant.
The Name, Address, and Telephone Nurnber and Electronic Mailing
Addresses (if available) of the Person(s) Responsible for Consurner
Inquiries and Cornplaints from the Public.
The individual maintaining overall responsible for consumer inquiries complaints from
the public, and quality of service is:
Marty Hoover
Southwestern Bell Communications Services Inc.
5850 W. Las Positas Blvd.
Pleasanton, CA 94588
Tel. No.[phone]
E-mail: mh2158((i)camail.sbc.com
A Toll-free nurnber for Custorner Inquiries and Complaints.
Applicant's toll free number for customer inquiries and complaints is [phone].
The Narne, Nurnber and Electronic Mailing Addresses (if available) of
the Person(s) Designated as a Contact for the Cornrnission Staff for
Resolving Cornplaints, Inquiries and Matters Concerning Rates and
Price Lists or Price lists.
The name, number and electronic mailing addresses of the person(s) designated as a
contact for the Commission Staff for resolving complaints, inquiries and matters concerning
rates and price lists or price lists is:
Norman W. Descoteaux
Associate Director - Regulatory
Southwestern Bell Communications Services Inc.
5850 W. Las Positas Blvd.
Pleasanton, CA 94588
Telephone: [phone]
Facsimile: [phone]
E-mail: ndI639~camail.sbc.com
VIII. INTERCONNECTION AGREEMENTS
Statements of Whether the Applicant Has Initiated Interconnection
Negotiations and, if so, When and With Whorn.
Applicant has not yet completed an interconnection agreement with an underlying carrier
nor completed its switching or leased facilities implementation plans for Idaho. Upon approval
of this application, Applicant currently plans to enter interconnection agreement negotiations
with Qwest, Verizon, and may initiate negotiations with other underlying local exchange
carrIers.
IX.COMPLIANCE WITH COMMISSION RULES
A Written Staternent that the Applicant has Reviewed all of the Cornrnission Rules and
Agrees to Cornply With Thern, or a Request for Waiver of Those Rules Believed to be
Inapplicable.
Applicant, and its designated personnel, have reviewed applicable rules and regulations
of the Commission and aver commitment to abide by the terms and conditions thereof.
ESCROW ACCOUNT OR SECURITY BOND
If a Company Requires Advance Deposits by Its Custorners, the Cornpany
Must Submit a Signed Copy of an Escrow Account with a Bonded Escrow
Agent or a Security Bond. The Escrow or Bond Shall be Sufficient to Meet
Custorner Deposit Refunds in Case of Cornpany Default.
At the Cornrnission s Discretion, an Additional Deposit May be Required to
Keep Customers Whole in Case of Cornpany Default.
The Cornrnission will Review the Individual Requirernent of Establishing an
Escrow or Security Account by the Cornpany Upon Good Showing by the
Company for a Period of Two Years.
Evidence of Applicant's Security Bond is attached hereto at Exhibit F.
XI.CONCLUSION
WHEREFORE, based upon the foregoing, Applicant Southwestern Bell Communications
Services Inc. d/b/a SBC Long Distance, respectfully requests that the Public Utilities
Commission of the State of Idaho approve and grant it a certification to provide resold and
facilities based local exchange service in the State of Idaho.
Respectfully submitted this 11+1--1 day of February, 2004.
Southwestern Bell Communications Services Inc.
d/b/a SBC Long Distance
By:
~:
Joe amsalez
Executive Director - Regulatory
Southwestern Bell Communications Services, Inc.
5850 W. Las Positas Blvd., Suite NEOl4
Pleasanton, CA 94588
Tel: [phone]
Fax: [phone]
e-mail: ic2352Ci;V,camail.sbc.com
Miller Isar, Inc.
7901 Skansie Avenue, Suite 240
Gig Harbor, Washington 98335
Telephone:
Facsimile:
[phone]
[phone]
Regulatory Consultants for Applicant
AFFIDAVIT OF APPLICANT
State of California
) ss.
County of Alameda
, Joe Carrisalez, being first duly sworn, do hereby depose, state that I am Executive
Director - Regulatory of Southwestern Bell Communications Services Inc. d/b/a SBC Long
Distance ("SBCS"), and am authorized to make this verification on behalf of Southwestern Bell
Communications Services Inc., an Applicant for Certificate of Public Convenience and Necessity
to provide resold and facilities-based competitive local exchange services in the State of Idaho.
Under the penalties of perjury, I hereby aver that I have read the foregoing application
and know the contents thereof, and as to those matters that are therein stated on information or
belief, I believe them to be true.
I aver further, that SBCS will comply with all applicable statutes, administrative rules
and orders of the Public Utilities Commission of the State of Idaho.
Southwestern Bell Communications Services Inc.
d/b/a SBC Long Distance
Q:mSID
Executive Director - Regulatory
Southwestern Bell Communications Services, Inc.
5850 W. Las Positas Blvd., Suite NEO14
Pleasanton, CA 94588
Tel: [phone]
Fax: [phone]
e-mail: ic2352Ci;V,camail.sbc.com
Subscribed and sworn to before me this day of February, 2004.
By:
Notary P ic in and for the State
of Calif; ia, residint;t(iJ7 p~.(o '1JmQ (0 I LwftnuYe .If Cjfs-ro
My Commission Expires: '31 2.00")
BEFORE THE PUBLIC UTILITIES COMMISSION
OF THE STATE OF IDAHO
In Re The Application of
Southwestern Bell Communications
Services Inc. d/b/a SBC Long Distance
For a Certificate of Public
Convenience and Necessity
Exhibit
Docket No.
EXHIBITS
Item
ARTICLES OF INCORPORATION
AUTHORITY TO TRANSACT
BUSINESS IN IDAHO AND
CERTIFICATE OF GOOD
STANDING
EXECUTIVE PROFILES
FINANCIAL STATEMENTS
ILLUSTRATIVE PRICE LIST
SECURITY BOND
EXHIBIT A
ARTICLES OF INCORPORATION
(Attached)
VetaW;;;;davit
- A~rnm.nt A
PAGE 1
11i
'11ie :First State
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF ~HE STA~E OF
DELAWARE" DO BEREBY CE~IFY THE ATTACHED AnE ~RUE AND CORRECT
COPIES OF ALL DOCUMENTS ON FILE OF "SOUTHWESTERN BELL
COMMUNICATIONS SERVIC:ES , tNC. II AS RECEIVED AND FILED IN "rHIS
OFFICE .
THE FOLLOWING DOCUMENTS RAVE BEEN CERTIFI!D:
C~RTIFlCATE OF !NC~ORATION, FILED THE ~BIR~~-FIRST DAY OF
MAY, A.D. 1995, AT 2:30 o'CLocK P.
AND I DO HEREBY FURTHER CERTIFY 1iHA'r ~BE AFOMSAID
CERTIFICATES ARE THE ONLY CERTIFI~ES ON REcORD OF THE
AFORESAID CORPORATION.
2511836
~~
~9f-
Harriet Smith Windsor, Secretary of State
B1OOH AUTEENTlCATION: 19397D7
DATE: 08-16-020519441
JC Attachment A-
Joe Carrisalez Affidavit - Attachment A
~TATE OF DELA~ARE
SlIOCREi'ARV OF STATE
DIvts1ON OF CORPORATIONS
Cc;l\TI!'ICATE or INCOlU'ORAt~~g~~;~ ~1\~~~~j~lB8r;;
soU'l'HWESTERN DELL COMKtJHICA'!IONS SERV%CES, .INC.
ARtIC):.!!: ONE
Tne n~e of the ~orpor8tion 15 Southw~ato~~ 3~ll
Cornmunie&tign~ Se~1ce5, InQ.
ARTlCLE TWO
The a4dre5s of the reqist~red o%tice or the
Corporation in th~ Stet. of Delaware i~ CO~pO%8te Trust
Center, 1209 Or~nqe strcut, Wilmin;ton, New C~$tle County,
P"~;1."'...r~ l!i8 01. The natne ot. .the. reg1 ~ared aqan t ot- tyu~C6rpora~io~ at such 8ddres5 is Tn. CQrpQ~ation Tru~t
Company.
ARTICLE TH.'It!:E
The pu~PQ~e of the Corpor~tion is to enqaga in any
14wf~1 aet or a~tivity for which corpQ~~ticn$ may be
g~g.~~~ad unOR~ the General Corpo~ation Law of the 5ta~e of
I).iilawat'e -
AA'I'ICLE FOUR
~ne ~otal nunber of shareQ of stQ~t ~hich th~
cor~~ra~1o~ i$ author1ted to is$~e iq one thousand (1.000)
shares of c~~n stoc~, hav1n~ a par value 0: one dollar($1.00) per ~hare.
ARTICLE FIVE
The bu$ines. abd ~tf.ir$ gf the ~otpotat1on shall
be man~~~d by tn. Board or bi~e~tQr5. The d1recto~s neednot ~~ ~lect~d ~y ballet unl... ~.quir.~ by the Bylaws of
the Corporation.
JC Attachment A-
Joe Carrisalez Affidavit - Attachment A
AR.TICLE SIX
In t'urthetan-t;s ~nd not in limitation of the power~
conf.rrcQ ~y the laws of the 5t~t& of Delaw.re, t~e BoatQ orI)ir~u:tor5 i5 eXpressly aut:hari:ud to l:i.dcpt, aIlend or re.p'eal
the BylaYJs.
Al\:TICLE
The initial Seard of Di~~ctcr5 at the CQrporat~on
~hall be the follQwin;' ind1YiQual~:
James D. El11$175 E. Houston
Si!n :Antonio,78205
Charle5 ~. Foster 175 E. HolJaton
San. ,A;'1toniot TX . JJllOS
J'il,me$ .$. Kahan liS E. Houston
san Antonio,'IX 78205
ARTICLE &:1GHT
The Corporation re~erVe5 the x ~qht to amend andr~peal ~ny prov1s1Oh eo"ta1~~d in this Certificate of
Incorporation in thu ~ann8~ pr.sc~ibed by the laws of the
St~te Qf Delaware. All ri9hts he~.in ~onrQ~r.d .~~ 9ranted
subject to this res~rv4tion.
ART lCU: NINE
The in~o~po~ato~ 15 J~8~ D. ~ll~a. ~hQ~B ma~lin9
.cldres. 19 175 E. Rou~tgn, San Antontg. TX 79205.
ARTICLE TEN
I, the undersigned, beinq the incc~r&tor, for
th~ purpose of forming a corpc4ation under. the laws of thestate of D~l~w.re de make, file and record this Certificate
of Incorpc~at~on, do certify th$t the f~cts her~in statedare tr~Y' h.~o hereto ..t ~ b~d of , 1995,
o1A.
JC Attaclunent A-
EXHIBIT B
AUTHORITY TO TRANSACT BUSINESS IN IDAHO
CERTIFICATE OF GOOD STANDING
(Attached)
IDSOS CERTIFICATE OF EXISTENCE Page 1 of I
tate of Idah
Iloffice of the Secretary of State!!
CERTIFICATE OF EXISTENCE
SOUTHWESTERN BELL COMMUNICATIONS SERVICES, INC.
File Number C-l16721
, BEN YSURSA, Secretary of State of the State of Idaho, hereby certify that I am the custodian of
the corporation records of this State.
I FURTHER CERTIFY That the records of this office show that the above-named corporation was
incorporated under the laws of Delaware and filed to transact business in Idaho on 09 Oct 1996.
I FURTHER CERTIFY That the corporation is in goodstanding on the records of this office.
Dated: 12 Feb 2004
SECRETARY OF STATE
Authentic Access Idaho Document (http://www.accessidaho.org/public/portal/authenticate.html
Tag: b5ae5f5ff8d7 40872ba1 03f59c I dO58f5996ge2e90b4e I 08cd64c46702gedOf5e27046e58b7f9a66
https://www.accessidaho.org/secure/sos/corp/cert.htmi 2/12/04
227
. CERT
I~l~t'~ or~~nt 1~~~~~PmuB~o~~n~'6~FF2 GTr '!'i To the SECRETARY OF STATE, STATE OF IDAHO
Pursuant to Section 53-504, Idaho Code, the undersm~lJ 1112 AN '
gives notice of adoption of an Assumed Business Name.
1. The assumed business name which the undersigned use(s) in~~!il~.tjo
business is: ATE ur .,,u.1E
~M~
SBC Long Distance
2. The true name(s) and business address(es) of the entity or individual(s) doing
business under the assumed business name is/are:Name Complete Address
Southwestern Bell Communications Services, Inc.5850 West Las Positas Blvd.
Ill( 72 ,Pleasanton CA 94588
3. The general type of business transacted under the assumed business name is:
(mark only those that apply)
Retail Trade
Wholesale Trade (:!) Services
Manufacturing
Agriculture
Construction
Transportation and Public Utilities
Finance, Insurance, and Real Estate
Mining
4. The name and address to which future
correspondence should be addressed:
Hilary Morgan, Room 1005
Phone number (optional): 415-836-1428
Submit Certificate of
Assumed Business
Name and $20.00 fee to:
. 140 New Montgomery St.
San Francisco CA 94105 Secretary of State
700 West Jefferson
Basement West
PO Box 83720
Boise 10 83720-0080
208 334-2301
5. Name and address for this acknowledgment
copy is (if other than # 4 above):
Secretary of State use only
IDAHO SECRETARY OF STATE
OS/22/2000 09
CK: 139838545 CT: 9298 BH: 319917
1 II 28.18 = 28.88 ASSUIt NAIE I 2
Signatur
,. .........
Printed Name: Bruce Ramsey
Capacity: Secretary
J;IJII
i:it
'0 ~(QO~)
(see instruction # 8 on back of fonn)
mot1Q - 1n7/M r T .~'_m nn';n-
to"'
tate of Idah
, BEN YSURSA, Secretary of State of the State of Idaho, hereby certify that I am
the custodian of the corporation records of this State.
I FURTHER CERTIFY That the annexed is a full , true and complete duplicate of
application for certificate of authority filed on 9 October 1996 for SOUTHWESTERN
BELL COMMUNICATIONS SERVICES, INC., a DELAWARE corporation , file number C
116721 , including all subsequent amendments thereto, as appears of record in this
office as of this date.
Dated: 21 November 2003
SECRETARY OF STATE
By K~ ;:jp f
State of Idaho
CERTIFICATE OF AUTHORITY
SOlJI'HWESTERN.BELL COMMUNlCA nONS SERVICES. tNC,
File number C 116721
I, PETE T. CENARRUSA, Secretary of State of the State of Idaho. hereby c~rtify
that duplicate originals of an Application of SOUTIiWESTERN BELL
COMMUNICATIONS SERVICES, INe. for it Certificate of Authorit'y to trl~n5l1d
business in this State, duly signed and verified pursuant to the provisiolUi of th.' Idnho
Business Corporation Act. have been received in this oUiee and ftre found to conJ:orm Ie
law.
ACCORDINGLY and by virtue of the authority vested in me by law. I ieS\It' thi6
Certificate of Authority to SOUTHWESTERN BELL COMMUNICATIONS SERVICES.
INC to transact business in this State under the name SOUTHWESTERN BELL
COMMUNICATIONS SERVICES, INC and attach hereto a duplicate original of th(~
Application for such Certificate.
tJ0
SECRETARY OF STATE
;;- ------~_... ----.-----.
:""~I;:I!':illlglllalllllllllllll""113111.111i1~1I1111\1~'JI~'II"IIII,- .1'- 'I"'M!I.'.~,J\ljIIi4I1I."~II"~_IIII',1 ":J"J~' .-:;,;"""" " ,""Ilt "C"
. "
. .'
APPLICATION FOR CERTIFICATE OF AUTHORITY (For Profit)
To the Secr8tary of Stet. of Idlho OcT 9 II 21 ~u
~ 1
The undenNgned CofponItIon aA'f1es for 8 ce.tIftCII. of AUlhortty and It.. . foDow8:
The name oHIte eorpoI'ItIon 18 Southw..t..rn Bell CCIIIIIun.lcaUonl ""1C.j~:~,nc.
The name which It shaJI use In kiIho Is
It Is Incorponded und.. the I8wI of Delaware
Its date of Incorpol'ltlon 15 5/31/95 and Its dur8l1on, If other than petpetuaf. Is "roet.\1al
5. The address of Its prindpal office In the state or country under the laws of wNch It Is Incorpotated Is
1~09 O~.nQ. St~..t, W1181nQton, P8laware
The address to which con-esponclence should be add~. If different than Item 5, ts
1651 N. Collin., Suit. 220, Richard.on, Texa. 75080
The street address of Its registered omoe In Idaho Is 300 North 6th Street. 8018.. Idaho 83101
. and Its registered agent In Idaho 81 thllt address Is or Coroorat.loft Iv.t...
8. The purpose or purposes whk:h It Is proposed to pursue In the transldion of bustn.. in Idaho
Th. purpo.. of the corporation i. to .n a9. in any lawful act. Or act.l.it tor
.lll.bJ.c.b..corpor..~ion.
-y
b. orqani:tr..d ~o o bu.t"... under' t:he taw. of tda
The names and respective 8ddresses of Its dlredOB and OmoeB are:
Name
Se. attached ll.t ofdi r.c~or. And officer.
OftIce AddteIs
....
10. The corporation accepts and shall comply wit., the Constitution 8nd the IIWS of the Stale of Idlho-
Dated:
~~ :~
l5'5'CL?
southwe.tarn ell Communication. Service..Inc.
OIJIOf8Uon IWM)
lEAl) E1(1AIY (J STAn:
s.cr.twy of
at II 11801J61 CBTI Ii-
AUTH PRO100.00- 100.alii U it 20. 20. (XI
EDOJIE C
.,
20. 00- 20.
ACA 711 Instruction. on r8V8tI8 (IDAHO - 2542 - 1/11/95)c,-
"'.."""'."'.~~"--"'.~ . ..,;. . "-' ".....-...._-,~......._..
I .
. .. -
Appendix to Idaho
AppUcatIon for C ertiftcate of Authority
Directors and OffIce,. of
Southwestern Bell Communications Service., Inc.
J. Cliff Eason, Director
15660 Dal188 ParkwayDallas, Texas 75248
James W. Callaway,Director
115 E. Houston
San Antonio,Texas 78205
Charles E.Foster,Director
115 E. Houston
San Antonio,Texas 78205
James S. Kahan, Director
175 E. HoustonSan Antonio, Texas 78205
Van H. Taylor, President and Director
9505 Arboretum Blvd.
Austin, Texas 78759
Stan Sigman, Director
17330 Preston Rd., Suite 1DOADallas, Texas 75232
Timothy P. Leahy, Secretary and Attorney and Director
175 E. HoustonSan Antonio, Texas 78205
Lowery Harper, vice President-Operations
1651 N. Collins, Suite 220Richardson, Texas 75080
John J. Stephens, Vice President-Taxes
175 E. HoustonSan Antonio, Texas 78205
10.Karol M. Sweitzer, Vice President and Chief Financial Officer
1651 N. Collins, Suite 220Richardson, Texas 75080
11.Charles P. Allen, Treasurer
115 E. Hou.stonSan Antonio, Texas 78205
12.Michael D. Olson, Assistant Treasurer
175 E. Houston
Page 1
"J""
"""
""JO""',
""""","'~'" - ...."
,eo"""
"""".,
'r.
""",,,,,---"'-"--"-~"-,"""
: . .. ,, "
Appendix ~O ~tion for ~te of Authority
San Anton 0, Texa. 18205
13.Nancy J. Penrod, Aaaistant Secretary
175 E. HoustonSan Antonio, Texas 18205
Page 2
~~"(""""""~"",......",,,,"~,,,-
~~.;';",""1"C"..c.
.'.~",~.,,,,~. ",., -, """....
, . '.
State of Delaware
Office of the Secretary of State
PAGE
I, EDWARD J. PREEL, SECRETAR'i OF STAT! or THE STATE or
DELAWARE, DO HEREBY CERTIF'i "SOUTHWESTERN BE'LL COMMUNICATIONS
SERVICES, INC. I' IS DULY INCORPORATED UNDER THE: LAWS or THE STATE
ill'iJllIIlll'III.I'IUI.II~~I.II:II~I.IIII~III~
OF DELAWARE AND IJiI'I"lf""'~' S'1;t!q G'.~~I'I'~'AS A LEGAL CORPORATE
_.-~'~- .
tJ.,.JI~~ '.1 ~"j~ll~ r"lr IIIII'~
EXISTENCE so'lll.,a1R ~1 ...1. ,.~sut"Q:~,
' p""
III"~~~~~ SHOW, AS OF THE
l'~' ~III\ II' ....",
.".. ~,.."",,
"I~r It", '
_'I"~~A
-",." ", '.
-I ~,III I\I
TWENTI ETJlI'I :1'" ,$'~EMBER, A . D . 19 9 6'" "!I"
~I'
Jll 111.11.. II' jl~"
, "",.
~ II~J:~IL.. ~"l
~"
~;:)I~REBY ~THER C$rrrIFY THAT
~~"::"
'~~i~REPORTS HAVE
BEEN 4Jp:t~~"to Dtt,.it-"
., ' , ,
1r i \
' '' .,"" ,' ' . "
II,
" ,
" 11,
:, ';,
AND 'I 'DO HE '11'" . tr1U1R, CERTIPY 'iJRN1i,'t'HE FRJ.N~ls t TAXES,
' ~~\'' '' '
HAVE BlEIl PAID TO ;,
)r:
, , " ";,,; :'~' :
fdw'ird 1. Fru/, Su'no.II:r1'!1 I)/' Stlltr
--..--.,.---.,--.,.,...,
2511836 8300 AUTHENTICA l'10N
DATI:::
8113561
960273920 09-20-96
., ", ., '', ,,: ._--~,.,-,.~,.,...-..'"'-*..." "
EXHIBIT C
EXECUTIVE PROFILES
(Attached)
Executive Profiles
Applicant's executive officers have been recruited from the parent company and its
affiliates and are among its key managers. Together, Applicant's executive officers have several
decades of experience in the telecommunication industry, including operations, interconnection
network, marketing, sales, finance, regulatory and legal issues.The executive officers
consequently, have the managerial ability to operate the company and provide the services that
Applicant proposes to provide within Idaho. The following paragraphs briefly describe the
backgrounds of Applicant's executive officers.
YNO GONZALEZ, PRESIDENT
Yno Gonzalez is president of Southwestern Bell Communications Services, Inc.
SBCS"). In this position, he is responsible for network operations for SBC Long Distance and
manages the network operations partnership with WilTel Communications. He was appointed to
this position on January 16 2003.
Mr. Gonzalez who began his career with Pacific Bell in 1980, has held vanous
leadership positions in human resources, network engineering, network operations, and core
process reengmeenng.
He previously held the title of VP-Network Operations over SBC Long Distance, SWB
video services and SBC messaging. He became vice president-core network operations in
Pacific Bell's Network Services Group in 1997.In this position, he was responsible for
managing the Network Operations Centers in Sacramento and San Diego, the Statewide and
Electronic Systems Assistance Center (ESAC), and Radio Operations for Pacific Bell, as well as
managing a team of 200 Technical Support Personnel. Mr. Gonzalez also was responsible for
site management for 700 Pacific Bell Central Offices and Radio Sites.
Mr. Gonzalez is a member of the HACEMOS organization and the Mathematics
Engineering, Science Achievement (MESA) program of the University of California. Gonzalez
graduated from the University of Southern California with a degree in electrical engineering. He
completed the Advanced Technology Innovation program for executives at Carnegie Mellon
University.
WILLIAM H. MCCRACKEN, COMPTROLLER
Mr. McCracken is the Vice President - Chief Financial Office of SBCS. Mr. McCracken
has 16 years of experience in the telecommunication industry. Specifically, Mr. McCracken has
experience relating to finance, accounting, and marketing.Before joining SBCS, Mr.
McCracken held positions within SBC's corporate financial planning, investor relations
regulatory accounting, and billing operations. Mr. McCracken earned a Bachelors degree in
Marketing and a Master of Science degree in Business Computer Science from Texas A&M
University. Mr. McCracken is licensed by the State of Texas as a certified public accountant.
JOHN DI BENE, VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
Mr. di Bene has more than thirteen years' experience in telecommunications law.
Vice President and General Counsel of SBCS, his responsibilities include oversight of all state
and federal regulatory filings, issuance of all authorized notices for meetings of the stockholders
of the Board, and maintenance of corporate records. Before joining the company, Mr. di Bene
spent three years as Senior Counsel in SBC's antitrust and regulatory legal group, assisting with
SBC's applications before the Federal Communications Commission (FCC) to provide long
distance services.Mr. di Bene also has represented SBC and Pacific Bell in numerous
proceedings before the FCC and state commissions. Prior to representing Pacific Bell, he
practiced with Blumenfeld & Cohen and Jenner & Block. Mr. di Bene received a Juris Doctor
cum laude from Georgetown University Law Center in 1988, and a Bachelor of Arts cum laude
from the University of Alaska, Fairbanks in 1985. He is a member of the California and District
of Columbia Bar Associations.
JANET M. DUNCAN, TREASURER
Ms. Duncan serves as Treasurer of SBCS. She has held a variety of positions in finance
within SBc. She is currently Executive Director of Corporate Finance (Capital Markets) for
SBC Communications, Inc at the corporate headquarters in San Antonio, Texas. Her prior job
with the company was as the Director of Finance for SBC's branch in Mexico City. Prior to
joining SBC, Ms. Duncan worked in financial planning for Pacific Bell. Ms. Duncan received a
B.A. from the University of Dallas in 1983 and an MBA from Wharton (University of
Pennsylvania) in 1996.
LARRY RUZICKA, VICE PRESIDENT - TAXES
Larry Ruzicka is the Vice President - Taxes for SBCS. He is responsible for the
direction and coordination of tax policy, research and planning, compliance, accounting and
audits for all tax matters at SBC and its subsidiaries.Mr. Ruzicka joined the SBC tax
department in 1988 and has been extensively involved with merger and acquisition activity as
well as other research and planning projects. Prior to joining SBC, Mr. Ruzicka was with
Touche Ross & Co. in St. Louis.
THOMAS S. CLEMENS, ASSISTANT TREASURER
Mr. Clemens is Assistant Treasurer of SBCS. After nine years experience in banking and
the construction industry, Mr. Clemens joined SBC Communications Inc. as a Specialist - Cash
Management in 1997. Since then, Mr. Clemens has progressed through positions of increasing
responsibilities in cash management and benefit plan investment administration. Mr. Clemens was
recently appointed Director - Corporate Finance for SBC Communications, Inc. Mr. Clemens has a
BBA, Finance from the University of Texas, Austin.
EXHIBIT D
FINANCIAL STATEMENTS
(Attached)
Financial Summary
SBC Communications Inc.
Dollars in Millions Except Per Share Amounts
Operating Revenues
Operating Expenses
Segment Income
2001 2002
$ 45,908 $ 43,138
$ 35,400 $ 34 515
026 473
2001 2002
$ 40,690 $ 38 392
$ 32,469 $ 32 421
221 971
Operating Revenues
Operating Expenses
Income Before Extraordinary Lossand Cumulative Effect of Accounting Change
Wireline Operations
Wireless Operations 2001 2002
Operating Revenues
Operating Expenses
Segment Income
$ 14 108
$ 11 567
$ 1 020
$ 14,727
$ 12 206
750
Directory 2001 2002
Operating Revenues
Operating Expenses
Segment Income
4,468
$ 1 937
$ 2,531
4,451
$ 1 961
2,490
International 2001 2002
185
239
500 102
Operating Revenues
Operating Expenses
Segment Income
Note: Differences due to rounding.
10/03
SBC COMMUNICATIONS INC - PARENT - Financial Summarys.xls
2/18/20045:59 PM
Consolidated Statements of Income
SBC Communications Inc.
Dollars in Millions/Percent Change Three Months Ending
from Prior-Year Quarter 12/31/2001 313112002 6/30/2002 9/30/2002 12/31/2002 313112003 6/30/2003 9/30/2003
Voice 539 353 283 169 948 766 604 487
Percent Change 10.11.1 %
Long-Distance Voice 593 591 588 594 551 578 612 668
Percent Change 10.6.4%12.
Data 2,467 391 2,425 2,441 382 2,479 2,491 576
Percent Change 3.4%
Wireless Subscriber
Percent Change nlm nlm nlm nlm nlm nlm nlm
Directory Advertising 769 705 067 868 864 076 080 077
Percent Change 15.1 %12.10.5.4%52.24.
Other 534 482 480 484 472 434 417 431
Percent Change 21.22.21.4%11.10.13.11.
Total Operating Revenues 903 10,522 843 10,556 11,217 10,333 10,204 10,239
Percent Change
Operating Expenses
Cost of Sales 696 912 094 136 220 041 035 244
Percent Change 10.1.4%
Selling 974 572 750 555 731 717 765 715
Percent Change 12.12.9.2%10.
General and Administrative 744 720 679 688 881 681 678 718
Percent Change 10.4%18.4%5.4%
Operations and Support 7,414 204 523 379 832 6,439 6,478 677
Percent Change
Depreciation and Amortization 255 136 156 148 138 996 977 952
Total Operating Expenses 669 340 679 527 970 8,435 8,455 629
Operating Income 234 182 164 029 247 898 749 610
Interest Expense 338 350 340 356 336 317 375 280
Equity in Net Income of
Affiliates 144 437 450 729 305 365 471 337
Other Income (Expense) - Net (83)158 357 139 641 717 227 148
Income Before Income Taxes,
Extraordinary Loss and
Cumulative Effect of
Accounting Change 957 2,427 631 541 857 663 072 815
Income Taxes 771 800 849 832 503 208 684 599
Income Before Extraordinary
Loss and Cumulative Effectof
Accounting Change 186 627 782 709 354 2,455 388 216
Percent Change 10.11.14.98.50.22.1 %28.
Extraordinary Loss, Net of Tax
Cumulative Effect of Accounting
Change , Net of Tax (1,820)548
Net Income (Loss)186 (193)782 709 354 003 388 216
Percent Change 110.11.14.98.n/m 22.1 %28.
Note: Differences due to rounding.
10/03
Financial and Operating Statistics Summary
SBC Communications Inc.
Dollars in Millions , Except Per Share Three Months Ending
Amounts 12/31/2001 3/31/2002 6/30/2002 9/30/2002 12/31/2002 3/31/2003 6/30/2002 9/30/2003
Capital Expenditures 093 765 731 502 1,810 897 072 266
Dividends Declared Per Share
Dividend Growth 5.4%5.4%5.4%5.4%23.41.41.
End of Period Common Shares
Outstanding (000 000)354 340 325 320 318 322 323 312
Pretax Interest Coverage 6.4 12.
Net Cash Flow to Average Total Debt
17.12.12.11.19.10.
Funds From Operations Interest
Coverage 3 15.13.12.11.17.4 8.4 12.
Debt Ratio 44.46.44.42.39.35.32.32.
Cingular Wireless
Wireless Voice Customers [phone] 183 076 21,925 114 640 23,385
Net Adds [phone] 353 (107)(151)189 526 745
Licensed POPs (000 000)219 219 219 219 219 235 236 236
SBC International
Total Customers of SBC
International's Affiliates
Access Lines (000)26,878 071 300 517 759 926 28,021 28,265
Wireless Subscribers (000) 27,422 501 30,479 614 393 866 35,002 36,315
Net Adds 112 079 978 134 779 473 609 313
Total Revenues $ 7 109 $ 6 996 $ 7 211 $ 7 395 $ 7 515 $ 7 601 $ 8,794 659
SBC's Proportionate Interest of
SBC International's Affiliates
Access Lines (000)376 4,400 320 377 352 353 335 350
Wireless Subscribers [phone] 225 402 426 576 727 895
Net Adds 176 170 109 150 301 168
Total Revenues 232 163 212 261 291 320 456 1,462
1. Pretax income and interest on debt divided by interest on debt.
2. Net cash flow equals funds from operations (cash flow from operations before working capital changes) less dividends paid.
3. The sum of funds from operations and cash paid for interest on debt divided by interest incurred on debt.
4. Amounts represent 1 OO%results of Cingular Wireless.
5. Amounts for all periods include only activity for our investments still held at September 30, 2003.
Note: Differences due to rounding.
10/03
Condensed Balance Sheets
SBC Communications Inc.
Dollars in Millions 9/30/2003 12/31/2002
Assets
Current Assets
Cash and Cash Equivalents
Accounts Receivable - Net of Allowances for Uncollectibles of $1,192 and $1,427
Prepaid Expenses
Deferred Income Taxes
Other Current Assets
Total Current Assets
Total Assets
940 567
140 540
002 687
511 704
297 591
14,890 089
132,637 131 755
80,654 265
983 48,490
622 643
11,800 10,470
885 922
15,128 14,443
$ 101,308 95,057
Property, Plant and Equipment - at Cost
Less: Accumulated Depreciation and Amortization
Property, Plant and Equipment - Net
Goodwill - Net
Investments in Equity Affiliates
Notes Receivable From CingularWireless
Other Assets
Liabilities and Shareowners' Equity
Current Liabilities
Debt Maturing Within One Year
Accounts Payable and Accrued Liabilities
Accrued Taxes
Dividends Payable
Total Current Liabilities
Long-Term Debt
900 505
339 9,413
213 870
267 895
15,719 14,683
16,357 536
Deferred Credits and Other Noncurrent Liabilities
Deferred Income Taxes
Post-employment Benefit Obligation
Unamortized Investment Tax Credits
Other Noncurrent Liabilities
Total Deferred Credits and Other Noncurrent Liabilities
13,186 10,726
14,340 094
216 244
598 575
340 28,639
Shareowners' Equity
Common Shares Issued ($1 Par Value)
Capital in Excess of Par Value
Retained Earnings
Treasury Shares (at Cost)
Additional Minimum Pension Liability
Accumulated Other Comprehensive Income
Total Shareowners' Equity
433 3,433
13,015 999
769 802
596)584)
(1,473)(1,473)
(256)(978)
37,892 199
$ 101 308 057Total Liabilities and Shareowners' Equity
10103
Condensed Statements of Cash Flows (Reported)
SBC Communications Inc.
Dollars in Millions, Increase (Decrease) in Cash and Cash Equivalents
Nine Months Ending
9/30/2003 9/30/2002
Net Cash Provided by Operating Activities 083 742
Net Cash Provided by Investing Activities 230)
Items That Affect 2003 Comparisons
Dollars in Millions
Third Quarter 2003
- No items were identified that
affected comparisons.
Second Quarter 2003
Operating Revenues
Operating Expenses
Operating Income
Interest Expense
Equity Net Income of Affiiiates
Other Income (Expense) - Net
Income Before Income Taxes
Income Taxes
(68)
(46)Net Income
First Quarter 2003
Operating Revenues
Operating Expenses
Operating Income
Interest Expense
Equity Net Income of Affiliates
Other Income (Expense) - Net
Income Before Income Taxes
574
574
Income Taxes 519
055Net Income
A - Gain on the sale of Yahoo! and BCE shares.
B - Cost incurred through early extinguishment of debt.
C - Gain on the sale of Cegetel.
Consolidated Segment Income and Impact of
the 60% Proportional Consolidation of
Dollars in Millions
Cingular
Fourth Quarter 2002 Impact
Operating Revenues 079
Operating Expenses (459)(123)819
Operating Income 459 123 260
Interest Expense
Equity Net Income of Affiliates (102)
Other Income (Expense) - Net (455)(83)
Income Before Income Taxes 459 (455)123
Income Taxes 183 (30)280
Net Income 276 (425)(280)
Cingular
Third Quarter 2002 Impact
Operating Revenues 225
Operating Expenses (204)890
Operating Income 204 335
Interest Expense
Equity Net Income of Affiliates (326)(181)
Other Income (Expense) - Net (81)
Income Before Income Taxes (326)204
Income Taxes (114)
Net Income (212)125
Cingular
Second Quarter 2002 Impact
Operating Revenues 207
Operating Expenses (228)(125)810
Operating Income 228 125 397
Interest Expense
Equity Net Income of Affiliates 101 (148)(242)
Other Income (Expense) - Net (87)
Income Before Income Taxes 101 (148)228 125
Income Taxes (30)
Net Income (118)152
Cingular
First Quarter 2002 Impact
Operating Revenues 106
Operating Expenses 729
Operating Income 377
Interest Expense
Equity Net Income of Affiliates (234)
Other Income (Expense) - Net (71)
Income Before Income Taxes
Income Taxes
Net Income
See next page for descriptions of the items previously
Consolidated Segment Income and Impact of
the 60% Proportional Consolidation of
Dollars in Millions
Cingular
Fourth Quarter 2001 Impact
Operating Revenues 144
Operating Expenses 135 (197)(619)834
Operating Income (135)197 619 310
Interest Expense
Equity Net Income of Affiliates 197 (190)
Other Income (Expense) - Net 341 (59)
Income Before Income Taxes 390 197 (135)197 619
Income Taxes 128 (39)194
Net Income 262 197 (96)128 425
Cingular
Third Quarter 2001 Impact
Operating Revenues 186
Operating Expenses 123 748
Operating Income (123)438
Interest Expense
Equity Net Income of Affiliates (321)
Other Income (Expense) - Net (62)
Income Before Income Taxes (123)
Income Taxes (50)
Net Income (73)(1)
Cingular
Second Quarter 2001 Impact
Operating Revenues 109
Operating Expenses 315 655
Operating Income (315)454
Interest Expense
Equity Net Income of Affiliates (314)
Other Income (Expense) - Net 401 (120)(117)
Income Before Income Taxes (315)401 (120)
Income Taxes (126)140 (42)
Net Income (189)261 (78)
Cingular
First Quarter 2001 Impact
Operating Revenues 954
Operating Expenses 526 (316)647
Operating Income (526)316 307
Interest Expense
Equity Net Income of Affiliates (213)
Other Income (Expense) - Net (69)
Income Before Income Taxes (526)316
Income Taxes (196)111
Net Income (330)205 (1 )
10/03
Details of the Items Previously Excluded From Segment Income
2002
A - Combined charges of $276 for enhanced pension benefits, pension settlements, severance costs and real estate
costs related to force reduction programs.
B - Gain of ($425) on the redemption of our interest in Bell Canada.
C - Tax benefit of ($280) resulting from a restructuring of our ownership of Sterling Commerce Inc.
D - Charges of $76 for our proportionate share of impairments, severance and restructuring costs at Cingular.
2001
E - Equity income of ($212) for proportionate share of the gains at TDC and Belgacom related to the disposition of
their Netherlands wireless operations, net of valuation and restructuring adjustments at TDC affiliates.
F - Combined charges of $125 for enhanced pension benefits and severance costs related to a force-reduction
program.
G - Charges of $68 representing our proportionate share of restructuring costs at Belgacom. These
costs were primarily related to a force reduction program.
H - Gain of ($118) on the sale of a potion of our Bell Canada Holdings, Inc.
I - Combined charges of $152 for enhanced pension benefits and severance costs related to a force
reduction program.
J - Additional reserves of $84 required by the WorldCom bankruptcy.
There were no normalizing items.
K - A charge of $262 indicated by a transaction pending as of December 31 , 2001 to reduce the direct and indirect
book value of our investment in Telecom Americas.
l- A charge of $197 for costs related to TDC's decision to discontinue non-wireless operations of its Talkline
subsidiary and our impairment of the goodwill we allocated to that subsidiary.
M - Pension settlement gains of ($96) related to management employees , primarily resulting from a fourth quarter
2000 voluntary retirement program net of costs associated with that program.
N - A Charge of $128 representing a settlement agreement with the Illinois Commerce Commission related to a
provision of the Ameritech merger.
0 - Combined charges of $425 associated with our comprehensive review of operations, which resulted in decisions
to reduce workforce, terminate leases and shut down certain operations.
P - Pension settlement gains of ($73) related to management employees, primarily resulting from a fourth quarter
2000 voluntary retirement program net of costs associated with that program.
Q - Pension settlement gains of ($189) related to management employees, primarily resulting from a fourth quarter
2000 voluntary retirement program net of costs associated with that program.
R - Combined charges of $261 in the second quarter related to valuation adjustments of Williams Communications
Group and certain other cost investments accounted for under Financial Accounting Standards Board Statement No.
115, "Accounting for Certain Investments in Debt and Equity Securities.
5 - Adjustment of ($78) to the estimate of an allowance for a note receivable related to the sale of Ameritech'
SecurityLink business.
T - Pension settlement gains of ($330) related to management employees, primarily resulting from a voluntary
retirement program net of costs associated with that program.
U - Combined charges of $205 related to impairment of our cable business.
EXHIBIT E
ILLUSTRATIVE PRICE LIST
(Attached)
ILL US TRA TIVE
TARIFF
IN CASE FILE
EXHIBIT F
SECURITY BOND
(Attached)
S A F e O'AlA Document A312
Bond 6259870
SAFECO Insurance Company
PO Box 34526
Seattle, WA 98124-1526
Performance Bond
Confonns with the American Institute of Architects, AIA Document A312.
Any singular reference to Contractor, Surety, Owner or other party shall be considered plural where applicable.
CONTRACTOR (Name and Address):
SWB COMMUNICATIONS SERVICES INC.
DBA SBC LONG DISTANCE
5850 W. LAS POSITAS BLVD.
PLEASANTON, CA 94588
OWNER (Name and Address):
THE IDAHO PUBLIC UTILITIES COMMISSION
472 W. WASHINGTON
BOISE, IDAHO
CONSTRUCTION CONTRACT
Da\l1~ 'fei3toar1:: 1.9 2004
~~~~~~
~.f;U
~ND DOLLARS AND NO CENTS ($10,000.00*****
~~"';,'
13-~~ ~~~~cctio~atiOn): TELECOMMUNICATIONS SERVICES IN THE STATE OF IDAHO
zic;:
, ", /.:;~ .
: ~b "
;!"
"D~'IIl) or: ~J::::I! 0 -\~. 0 -'-
(~
,1:0"
~ ,:,~~~.
~r1i~!\~~~J.ucti~p~Contract Date): February 192004 \"
q ,, ,
~~;~o~,t::1;Erq,\fHP4..SAl~D ~Ji~LLARS AND NO CENTS ($10,000.00*****
...~/'/;~~
\~;~;l~:,~~~;,~None ::'r~€. ,)C;
(X)
~;;;:~~ ~~~
~~CIP AL ';~~;~~ ~~l~Company: SWB COMMUNICATIONS (Corporate Seal) '
. :
(t:Q.IDotafe Seal)
SERVICES INC DBA SBC LONG DISTANCE
Signature: 5'
Name and Title: THOMAS S, CLEMENS ASST.TREASURER
(Any additional signatures appear on page 2.
(FOR INFORMATION ONLY - Name, Address and
Telephone) AGENT or BROKER:
The Contractor and the Surety, jointly and severally, bind themselves
their heirs, executors, administrators, successors and assigns to the Owner for
the perfonnance of the Construction Contract, which is incorporated herein
by reference.
If the Contractor perfonns the Construction Contract, the Surety and the
Contractor shall have no obligation under this Bond, except to participate in
conferences as provided in Subparagraph 3.
If there is no Owner Default, the Surety's obligation under this Bond
shall arise after:
1 The Owner has notified the Contractor and the Surety at its address
described in Paragraph 10 below that the Owner is considering
declaring a Contractor Default and has requested and attempted to
arrange a conference with the Contractor and the Surety to be held not
later than fifteen days after receipt of such notice to discuss methods of
perfonning the Construction Contract. If the Owner, the Contractor and
the Surety agree, the Contractor shall be allowed a reasonable time to
SURETY 5026 (6-92)
18521SAEF10/99 Page 1 of 2
SURETY (Name and Principal Place of Business):
SAFE CO INSURANCE COMPANY OF AMERICA
18400 NE UNION HILL
SEATTLE, WA 98052
OWNER'S REPRESENTATIVE (Architect, Engineer or other
party):
perfonn the Construction Contract, but such an agreement shall
not waive the Owner s right, if any, subsequently to declare a
Contractor Default; and
2 The Owner has declared a Contractor Default and fonnally
tenninated the Contractor s right to complete the contract. Such
Contractor Default shall not be declared earlier than twenty days
after the Contractor and the Surety have received notice as
provided in Subparagraph 3.1; and
3 The Owner has agreed to pay the Balance of the Contract
Price to the Surety in accordance with the tenns of the
Construction Contract or to a contractor selected to perfonn the
Construction Contract in accordance with the tenns of the
contract with the Owner.
When the Owner has satisfied the conditions of Paragraph 3, the
Surety shall promptly and at the Surety's expense take one of the
following actions:
lID A registered trademark of SAFECO Corporation
FRP
Arrange for the Contractor, with consent of the Owner, to perfonn
and complete the Construction Contract; or
Undertake to perfonn and complete the Construction Contract
itself, through its agents or through independent contractors; or
Obtain bids or negotiated proposals from qualified contractors
acceptable to the Owner for a contract for perfonnance and completion
of the Construction Contract, arrange for a contract to be prepared for
execution by the Owner and the contractor selected with the Owner
concurrence, to be secured with perfonnance and payment bonds
executed by a qualified surety equivalent to the bonds issued on the
Construction Contract, and pay to the Owner the amount of damages
as described in Paragraph 6 in excess of the Balance of the Contract
Price incurred by the Owner resulting from the Contractor s default; or
Waive its right to perfonn and complete, arrange for completion
or obtain a new contractor and with reasonable promptness under the
circumstances:
After investigation, detennine the amount for which it may
be liable to the Owner and, as soon as practicable after the
amount is detennined, tender payment therefor to the
Owner; or
Deny liability in whole or in part and notify the Owner
citing reasons therefor.
If the Surety does not proceed as provided in Paragraph 4 with
reasonable promptness, the Surety shall be deemed to be in default on this
Bond fifteen days after receipt of an additional written notice from the
Owner to the Surety demanding that the Surety perfonn its obligations
under this Bond, and the Owner shall be entitled to enforce any remedy
available to the Owner. If the Surety proceeds as provided in Subparagraph
4.4, and the Owner refuses the payment tendered or the Surety has denied
liability, in whole or in part, without further notice the Owner shall be
entitled to enforce any remedy available to the Owner.
After the Owner has tenninated the Contractor s right to complete the
Construction Contract, and if the Surety elects to act under Subparagraph
, 4., or 4.3 above, then the responsibilities of the Surety to the Owner
shall not be greater than those of the Contractor under the Construction
Contract, and the responsibilities of the Owner to the Surety shall not be
greater than those of the Owner under the Construction Contract. To the
limit of the amount of this Bond, but subject to commitment by the Owner
of the Balance of the Contract Price to mitigation of costs and damages on
the Construction Contract, the Surety is obligated without duplication for:
The responsibilities of the Contractor for correction of defective
work and completion ofthe Construction Contract;
Additional legal, design professional and delay costs resulting
from the Contractor s Default, and resulting from the actions or failure
to act of the Surety under Paragraph 4; and
Liquidated damages, or if no liquidated damages are specified inthe Construction Contract, actual damages caused by delayed
perfonnance or non-perfonnance of the Contractor.
MODIFICATIONS TO THIS BOND ARE AS FOLLOWS:
The Surety shall not be liable to the Owner or others for obligations of
the Contractor that are unrelated to the Construction Contract, and the
Balance of the Contract Price shall not be reduced or set off on account of
any such unrelated obligations. No right of action shall accrue on this Bond
to any person or entity other than the Owner or its heirs, executors
administrators or successors.
The Surety hereby waives notice of any change, including changes of
time, to the Construction Contract or to related subcontracts, purchase
orders and other obligations.
Any proceeding, legal or equitable, under this Bond may be instituted
in any court of competent jurisdiction in the location in which the work or
part of the work is located and shall be instituted within two years after
Contractor Default or within two years after the Contractor ceased working
or within two years after the Surety refuses or fails to perfonn its
obligations under this Bond, whichever occurs first. If the provisions of this
Paragraph are void or prohibited by law, the minimum period of limitation
available to sureties as a defense in the jurisdiction of the suit shall be
applicable.
10 Notice to the Surety, the Owner or the Contractor shall be mailed or
delivered to the address shown on the signature page.
11 When this Bond has been furnished to comply with a statutory or other
legal requirement in the location where the construction was to be
perfonned, any provision in this Bond conflicting with said statutory or
legal requirement shall be deemed deleted herefrom and provisions
confonning to such statutory or other legal requirement shall be deemed
incorporated herein. The intent is that this Bond shall be construed as a
statutory bond and not as a common law bond.
12 DEFINITIONS
12.Balance of the Contract Price: The total amount payable by the
Owner to the Contractor under the Construction Contract after all
proper adjustments have been made, including allowance to the
Contractor of any amounts received or to be received by the Owner in
settlement of insurance or other claims for damages to which the
Contractor is entitled, reduced by all valid and proper payments made
to or on behalf ofthe Contractor under the Construction Contract.
12.Construction Contract: The agreement between the Owner and
the Contractor identified on the signature page, including all Contract
Documents and changes thereto.
12.Contractor Default: Failure of the Contractor, which has neither
been remedied nor waived, to perfonn or otherwise to comply with
the tenns of the Construction Contract.
12.Owner Default: Failure ofthe Owner, which has neither been
remedied nor waived, to pay the Contractor as required by the
Construction Contract or to perfonn and complete or comply with the
other tenns thereof.
(Space is provided below for additional signatures of added parties, other than those appearing on the cover page.CONTRACTOR AS PRINCIPAL SURETYCompany: (Corporate Seal) Company:
Signature:
Name and Title:
Address:
1852/SAEF 10/99
(Corporate Seal)
Signature:
Name and Title:
Address:
Page 2 of 2
S A F POWER
OF ATTORNEY
SAFECO INSURANCE COMPANY OF AMERICA
GENERAL INSURANCE COMPANY OF AMERICA
HOME OFFICE: SAFE CO PLAZA
SEATTLE, WASHINGTON 98185
No. 9672
KNOW ALL BY THESE PRESENTS:
That SAFECO INSURANCE COMPANY OF AMERICA and GENERAL INSURANCE COMPANY OF AMERICA, each a Washington corporation, does eachhereby appoint
...."..".."......JULIE K. LONG; RONALD J. WALTON; PAUL W. STEPHENS; JANET M. DUNCAN; LORI LEE; San Antonio, Texas
...................".
its true and lawful attorney(s)-in-fact, with full authority to execute on its behalf fidelity and surety bonds or undertakings and other documents of a similar
character issued in the course of its business, and to bind the respective company thereby.
IN WITNESS WHEREOF, SAFECO INSURANCE COMPANY OF AMERICA and GENERAL INSURANCE COMPANY OF AMERICA have each executed and
attested these presents
this 3rd day of November , 2003
CHRISTINE MEAD, SECRETARY
~ k fvr-
~\
MIKE MCGAVICK, PRESIDENT
CERTIFICATE
Extract from the By-Laws of SAFECO INSURANCE COMPANY OF AMERICA
and of GENERAL INSURANCE COMPANY OF AMERICA:
Article V, Section 13. - FIDELITY AND SURETY BONDS ... the President, any Vice President, the Secretary, and any Assistant Vice President appointed for that
purpose by the officer in charge of surety operations, shall each have authority to appoint individuals as attorneys-in-fact or under other appropriate titles with
authority to execute on behalf of the company fidelity and surety bonds and other documents of similar character issued by the company in the course of its
business... On any instrument making or evidencing such appointment, the signatures may be affixed by facsimile. On any instrument conferring such authority
or on any bond or undertaking of the company, the seal, or a facsimile thereof, may be impressed or affixed or in any other manner reproduced; provided,
however, that the seal shall not be necessary to the validity of any such instrument or undertaking.
Extract from a Resolution of the Board of Directors of SAFECO INSURANCE COMPANY OF AMERICA
and of GENERAL INSURANCE COMPANY OF AMERICA adopted July 28 1970.
On any certificate executed by the Secretary or an assistant secretary of the Company setting out,
(i) The provisions of Article V, Section 13 of the By-Laws, and
(ii) A copy of the power-of-attomey appointment, executed pursuant thereto, and
(Iii) Certifying that said power-of-attorney appointment is in full force and effect,
the signature of the certifying officer may be by facsimile, and the seal of the Company may be a facsimile thereof."
, Christine Mead, Secretary of SAFE CO INSURANCE COMPANY OF AMERICA and of GENERAL INSURANCE COMPANY OF AMERICA, do hereby certify
that the foregoing extracts of the By-Laws and of a Resolution of the Board of Directors of these corporations, and of a Power of Attorney issued pursuant thereto,
are true and correct, and that both the By-Laws, the Resolution and the Power of Attorney are still in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the facsimile seal of said corporation
this 19th day of February 2004
CHRISTINE MEAD, SECRETARY
(Ii) A registered trademark of SAFECO ~orporation
11/03/2003 PDF
State of Texas
)ss:
County of Bexar
On February 2004 before me, a Notary Public in and for said County and State
residing therein, duly commissioned and sworn, personally appeared Ronald J. Walton
known to me to be Attorney-in-Fact of SAFECO INSURANCE COMPANY OF
AMERICA
the corporation described in and that executed the within and forgoing instrument, and
known to me to be the person who executed the said instrument in behalf of the said
corporation , and she/he duly acknowledged to me that such corporation executed the
same.
IN WITNESS WHEREOF , I have hereunto set my hand and affixed my official seal, the
day and year stated in this certificate above.
6!j).
~~~~~~~:;~p
1~::s
'~fiR~1'fi.:'A!trll as, 2006
My Commission Expires
IMPORTANT NOTICE TO SURETY BOND CUSTOMERS REGARDING
THE TERRORISM RISK INSURANCE ACT OF 2002
As a surety bond customer of one of the SAFECO insurance companies (SAFECO Insurance Company of
America, General Insurance Company of America, First National Insurance Company, American States Insur-
ance Company or American Economy Insurance Company), it is our duty to notify you that the Terrorism Risk
Insurance Act of 2002 extends to "surety insurance . This means that under certain circumstances we may be
eligible for reimbursement' of certain surety bond losses by the United States government under a formula
established by this Act.
Under this formula, the United States government pays 90% of losses caused by certified acts of terrorism that
exceed a statutorily established deductible to be paid by the insurance company providing the bond. The Act
also establishes a $100 billion cap for the total of all losses to be paid by all insurers for certified acts of
terrorism. Losses on some or all of your bonds may be subject to this cap.
This notice does not modify any of the existing terms and conditions of this bond, the underlying agreement
guaranteed by this bond, any statutes governing the terms of this bond or any generally applicable rules of law.
At this time there is no premium change resulting from this Act.
S-6248 2/03