STEVENS & LEE LAWYERS & CONSULTANTS. 17 North Second Street 16th Floor Harrisburg, PA (717) Fax (717)

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1 STEVENS & LEE LAWYERS & CONSULTANTS 17 North Second Street 16th Floor Harrisburg, PA (717) Fax (717) Direct Dial: (717) Direct Fax: (610) March 22, 2007 VA ELECTRONC MAL AND HAND DELVERY Sue Benedek United Telephone Company of PA 240 N. 3rd. St. Suite 201 Harrisburg, PA DOCUMENT FOLDER Re: Petition of Core Communications, nc. for Arbitration of nterconnection Rates, Terms, and Conditions Pursuant to 47 U.S.C. 252(b) with the United Telephone Company of Pennsylvania DocketNo. A F70002 Dear Ms. Benedek: Enclosed please find Core's nterrogatories and Request for Production of Documents, Set, directed to Embarq in the above captioned matter. Please contact me if you have any questions. Best regards, STEVENS & LEE Michael A. Gruin End. cc: Secretary McNulty (certificate of service only) Philadelphia Reading Valley Forge Lehigh Valley Harrisburg Lancaster * Scranton Williamsport Wilkes-Barre Princeton Cherry Hill New York Wilmington SL vl/ A PROFESSONAL CORPORATON

2 CERTFCATE OF SERVCE hereby certify that on this 22nd day of March, 2007 copies of the foregoing nterrogatories have been served, via hand delivery, upon the persons listed below in accordance with the requirements of 52 Pa Code Sections 1.54 and 1.55 of the Commission's rules. Sue Benedek United Telephone Company of PA 240 N. 3rd. St. Suite 201 Harrisburg, PA Michael A. Gruin, Stevens & Lee Attorney ED. No.: N. 2nd St. 16th Floor Harrisburg, PA Tel. (717)

3 0 Voice Data nternet Wireless Entertainment EMBARQ" Embarq Corporation 240 N. 3rd Street. Suite 201 Harrisburg. PA 17)01 EMBARQ.com m VA HAND DELVERY Michael A. Gruin, Esquire Stevens and Lee 17 North Second Street, 16 lh Floor Harrisburg, PA March 27, 2007 DOCUMENT FOLDER tr» m o >-* Z BUREAU c=» 3: j H CO jrco - *.Ti.J Re: Petition of Core Communications, nc. for Arbitration of nterconnection Rates, Terms And Conditions with The United Telephone Company of Pennsylvania d/b/a Embarq Pennsylvania Docket No. A F70002 Dear Mr. Gruin: On behalf of The United Telephone Company of Pennsylvania d/b/a Embarq Pennsylvania ("Embarq Pennsylvania") enclosed please find an original and two (2) copies of Embarq Pennsylvania's Objections to Set nterrogatories propounded by Core Communications, nc. f you have any questions, please do not hesitate to contact me. Sincere lyj Sue Benedek Attorney D No ZEB/jh cc: James J. McNulty, Secretary (cover letter only) (via hand delivery) Zsuzsanna E- Benedek SENOR COUNSEL Voice: 717) «Fax: (717)

4 POLDER Voice Data nternet Wireless Entertainment EMBARQ Embarq Corporation 240 N. 3rd Street. Suite 201 Harrisburg. PA EMBARQ.com VA HAND DELVERY April 2, 2007 CO m o TO m i 7^.n o Michael A. Gruin, Esquire Stevens and Lee ro 17 North Second Street, 16 lh Floor Harrisburg, PA cr. Re: Petition of Core Communications, nc. for Arbitration of o nterconnection Rates, Terms And Conditions with The United Telephone Company of Pennsylvania d/b/a Embarq Pennsylvania Docket No. A F70002 Dear Mr. Gruin: On behalf of The United Telephone Company of Pennsylvania d/b/a Embarq Pennsylvania ("Embarq Pennsylvania") enclosed please find an original and two (2) copies of Embarq Pennsylvania's Response to Set nterrogatories propounded by Core Communications, nc. The attachments to Core Set, Question 1, have been marked PROPRETARY to Embarq Pennsylvania and should be accorded confidential treatment in accordance with the Protective Order. f you have any questions, please do not hesitate to contact me. SinceFely. Sue Benedek Attorney D No ZEB/jh cc: James J. McNulty, Secretary (cover letter only) (via hand delivery) Zsuzsanna E. Benedek SENORCOUNSEL Voice: ( Fax: (

5 Kennard Law Offices LLC Attorneys At Law Norman J. Kennard Direct Dial: (717) Pine Street. 5 lh Floor. HarrisburePA Tel: (717) Fax: nik@kennard-law.com April James J. McNulty, Secretary Pennsylvania Public Utility Commission Commonwealth Keystone Building 400 North Street - Filing Room (2 nd Floor) Harrisburg, PA Re: Petition of Core Communications, nc. for Arbitration of nterconnection Rates, Terms And Conditions With The United Telephone Company of Pennsylvania, Docket No. A F70002; NOTCE OF WTHDRAWAL AND ENTRY OF APPEARANCE Dear Secretary McNulty: Enclosed for filing with the Commission are the original and three (3) copies of a Notice of Withdrawal and Entry of Appearance in the above-captioned proceeding. A copy of this document has been served in accordance with the attached Certificate of Service. f you have any questions with regard to this filing, please direct them to me. Thank you for your attention to this matter. Very truly yours NJK/ajt Enclosure Leonard Counsel for The United Telephone Company of Pennsylvania d/b/a Embarq Pennsylvania cc: Honorable David A. Salapa \0

6 BEFORE THE PENNSYLVANA PUBLC UTLTY COMMSSON Petition of Core Communications. nc. For Arbitration of nterconnection Rates. Terms and Conditions with The United Telephone Company of Pennsylvania Pursuant to 47 U.S.C. 252(b) Docket Nos. A F7002 NOTCE OF WTHDRAW AND ENTRY OF APPEARANCE Please withdraw my appearance in association with Hawke McKeon Sniscak & Kennard LLP and enter my appearance in association with Kennard Law Offices LLC in the above-designated matter on behalf of the United Telephone Company of Pennsylvania d/b/a Embarq Pennsylvania. am authorized to accept service on behalf of said party in this matter am already receiving or have access to a copy of each document issued by the Commission in this matter and do not on the basis of this notice require an additional copy. DOOUMB Respectfulh' su APR :ennard(.d. No ) TCennard Law Offices LLC 116 Pine Street, 5^ Floor Harrisburg, PA (717) (717) njk@kennard-law.com Dated: April 12,2007 Counsel for The United Telephone Company of Pennsylvania d/b/a Embarq Pennsylvania

7 CERTFCATE OF SERVCE hereby certify that have this day served a true copy of the foregoing document upon the participants, listed below, in accordance with the requirements of 52 Pa. Code 1.54 (relating to service by participant). Service Via First Class Mail Michael A. Gruin, Esquire Stevens & Lee 17 North Second Street 16th Floor Harrisburg, PA Zsuzsanna E. Benedek, Esquire Embarq Pennsylvania 240 North Third Street, Suite 201 Harrisburg, PA 170 Office of Small Business Advocate Suite 1102, Commerce Building 300 North Second Street Harrisburg, PA Pennsylvania Public Utility Commission Office of Trial Staff 400 North Street, Second Floor Harrisburg, PA Office of Consumer Advocate 555 Walnut Street, 5 lh Floor Harrisburg, PA DATED; April 12,2007

8 STEVENS & LEE LAWYERS & CONSULTANTS 17 North Second Street 16th Floor Harrisburg, PA (717) Fax (717) April 27,2007 Direct Dial: (717) 23K _ Direct Fax: (610) rf ^ : VA ELECTRONC MAL AND HAND DELVERY Sue Benedek United Telephone Company of PA 240 N. 3rd. St. Suite 201 Harrisburg, PA DOCUMENT FOLDER m cn ro o Re: Petition of Core Communications, nc. for Arbitration of nterconnection Rates, Terms, and Conditions Pursuant to 47 U.S.C. 252(b) with the United Telephone Company of Pennsylvania Docket No. A F70002 Dear Ms. Benedek: Enclosed please find Core Statement 1.0, Direct Testimony of Timothy J. Gates in the above-captioned matter. Please contact me if you have any questions. Best regards, STEVENS & LEE tlchael A. Gruin End. cc: Secretary McNulty (certificate of service only) Norman Kennard, Esq. Administrative Law Judge David Salapa Philadelphia Reading Valley Forge Lehigh Valley Harrisburg Lancaster Scranton Williamsport Wilkes-Barre Princeton Cherry Hill * New York Wilmington SL vl/ A PROFESSONAL CORPORATON

9 r CERTFCATE OF SERVCE hereby certify that on this 27th day of April, 2007 copies of the foregoing Testimony of Timothy Gates have been served, via hand delivery, upon the persons listed below in accordance with the requirements of 52 Pa Code Sections 1.54 and 1.55 of the Commission's rules. Sue Benedek United Telephone Company, of PA 240 N. 3rd. St. Suite 201 Harrisburg, PA Norman J. Kennard, Esq. Kennard Law Offices 116 Pine St., 5th Floor Harrisburg, PA Administrative Law Judge David Salapa Pennsylvania Public Utility Commission Commonwealth Keystone Building Harrisburg, PA Michael A. Grum,\Esq. Stevens & Lee Attorney D No.: N. 2nd St. 16th Floor Harrisburg, PA Tel. (717)

10 * Voice Data nternet Wireless Entertainment April 27, 2007 EMBARQ Embarq Corporation 2W N. 3rd Street, Suite 201 Harrisburg. PA EMBARQ.com VA ELECTRONC MAL AND HAND DELVERY The Honorable David A. Salapa Office of Administrative Law Judge Pennsylvania Public Utility Commission 400 North Street, 2 nd Floor Harrisburg, PA EN APR 3 C 2007 Dear Judge Salapa: RE: Petition of Core Communications, nc. for Arbitration of nterconnection Rates, Terms And Conditions with The United Telephone Company of Pennsylvania d/b/a Embarq Pennsylvania Pursuant to 47 U.S.C. 252(b) - Docket No. A F70002 On behalf of The United Telephone Company of Pennsylvania d/b/a Embarq Pennsylvania enclosed please find the following documents: 1. Direct Testimony of Edward B. Fox (St. 1.0), with Exhibits; 2. Direct Testimony of Edward ("Ted") C. Hart (PROPRETARY and PUBLC versions) (St. 2.0), with Exhibits; 3. Direct Testimony of James M. (Mike) Maples (St. 3.0); 4. Direct Testimony of Kent W. Dickerson (PROPRETARY and PUBLC versions) (St. 4.0), with Exhibits. f you have any questions, please feel free to contact me. Sue Benedek Attorney D No ZEB/jh enclosures cc: Michael Gruin, Esquire (w/enclosures)(via electronic mail and hand delivery) 5 cr o f -73 -n -r- FT: ~n > -m Zsuzsanna E. Benedek SENORCOUNSEL Voice: (717) 2^5-63^ Fax: 717)

11 Voice Data nternet Wireless Entertainment DOCUMENT FOLDER EMBARQ" Embarq Corporation 2'tO N. 3rd Street. Suite 201 Harrisburg, PA EMBARQ.com to VA HAND DELVERY Michael A. Gruin, Esquire Stevens and Lee 17 North Second Street, 16,h Floor Harrisburg, PA May 4, 2007 as*'- $Z />? VP cr 33 rn o Re: Petition of Core Communications, nc. for Arbitration of nterconnection Rates, Terms And Conditions with The United Telephone Company of Pennsylvania d/b/a Embarq Pursuant to 47 U.S.C. 252(b) - Docket No. A F70002 Dear Mr. Gruin: On behalf of The United Telephone Company of Pennsylvania d/b/a Embarq Pennsylvania enclosed please find an original and two (2) copies of our nterrogatories and Requests for Production of Documents directed to Core Communications, nc. Please provide responses as soon as they become complete. SipGerely. Benedek ZEB/jh cc: James J. McNulty, Secretary (cover letter only) (via hand delivery) Zsuzsanna E. Benedek SENOR COUNSa Voice.- (71712W-6346 Fax : (

12 STEVENS & LEE LAWYERS & CONSULTANTS 17 North Second Street 16th Floor Harrisburg, PA (717) Fax (717) Direct Dial: (717) Direct Fax: (610) May 15, 2007 VA HAND DELVERY James J. McNulty, Secretary Pennsylvania Public Utility Commission Commonwealth Keystone Building 400 North Street, 2nd. Floor Harrisburg, PA Re: Petition of Core Communications. nc. for Arbitration of nterconnection Rates. Terms and Conditions with the United Telephone Company of Pennsylvania, d/b/a Embarq DocketNo. A F70002 Dear Secretary McNulty: On behalf of Core Communications, nc., enclosed please find an original and three (3) copies of James D. Webber's executed Appendix A to Proprietary Order in the above referenced matter. Please contact me if you have any questions. Best regards, STEVENS & LEE Michael A. Gruin rn o r-o Enclosures cc: Honorable David A. Salapa Sue Benedek, Esquire Norman Kennard, Esquire e: CO Philadelphia Reading Valley Forge Lehigh Valley Harrisburg Lancaster Scranton Williamsport Wilkes-Barre * Princeton Cherry Hill New York Wilmington SL vl/ A PROFESSONAL CORPORATON

13 APPENDX A BEFORE THE PENNSYLVANA PUBLC UTLTY COMMSSON Petition of Core Communications, nc. for Arbitration ) Of nterconnection Rates, Terms and Condition with ) The United Telephone Company of Pennsylvania Pursuant to 47 U.S.C. 252(b) Docket No. A F7002 TO WHOM T MAY CONCERN: The undersigned, ^ wi" P. {jjp^kgl, is an employee of., or has been retained as a consultant or expert witness, executing this Appendix on behalf of <^h^i COWUMJC e-j^-c 3?vZL The undersigned has read and understands the Protective Order entered in the above-referenced proceeding, addressing the treatment of Proprietary and Highly Confidential nformation. The undersigned agrees to be bound by, and comply with, the terms and conditions of said Protective Order. SpNATURE PRNTNAME ADDRESS ^ EMPLOYER DATED: 5^ f t $'1' Wi m o 00 " cr/ if; >

14 ft nn Voice Data nternet Wireless Entertainment Embarq Corporation 240 N. 3rd Street. Suite 201 Harrisburg. PA EMBARQ.com VA HAND DELVERY Michael A. Gruin, Esquire Stevens and Lee 17 North Second Street, 16,h Floor Harrisburg, PA May 18, 2007 DOCUMENT OLDER CP o m CO cr CD -a A3 o m Re: Petition of Core Communications, nc. for Arbitration of nterconnection Rates, Terms And Conditions with The United Telephone Company of Pennsylvania d/b/a Embarq Pennsylvania Pursuant to 47 U.S.C Docket No. A F70002 Dear Mr. Gruin: On behalf of The United Telephone Company of Pennsylvania d/b/a Embarq Pennsylvania ("Embarq Pennsylvania") enclosed please find an original and two (2) copies of Embarq Pennsylvania's Objections to Set nterrogatories propounded by Core Communications, nc. f you have any questions, please do not hesitate to contact me. Sincerely, ipl Sue Benedek Attorney D No ZEB/jh cc: James J. McNulty, Secretary (cover letter only) (via hand delivery) Zsuzsanna E. Benedek SENOR COUNSEL Voice; ( Fax:

15 Voice Data nternet Wireless Entertainment Embarq Corporation 240 N. 3rd Street, Suite 201 Harrisburg, PA EMBARQ.com May 22, 2007 VA ELECTRONC MAL AND HAND DELVERY Michael A. Gruin, Esquire Stevens and Lee 17 North Second Street, 16 th Floor Harrisburg, PA CO m o n in" ro c Re: Petition of Core Communications, nc. for Arbitration of nterconnection Rates, Terms And Conditions with The United Telephone Company of Pennsylvania d/b/a Embarq Pennsylvania Pursuant to 47 U.S.C. 252(bV- Docket No. A F70002 Dear Mr. Gruin: On behalf of The United Telephone Company of Pennsylvania d/b/a Embarq Pennsylvania ("Embarq Pennsylvania") enclosed please find Embarq Pennsylvania's Responses to Set nterrogatories propounded by Core Communications, nc. The attachments to Core Set, Questions 11-17,21, 27, 28, 33, 37, 44, 45 have been marked PROPRETARY to Embarq Pennsylvania and should be accorded confidential treatment in accordance with the Protective Order. f you have any questions, please do not hesitate to contact me. SueBenedek Attorney D No ZEB/jh cc: James J. McNulty, Secretary (cover letter only) (via hand delivery) Zsuzsanna E. Benedek SENOR COUNSEL Voice: (717) % Fax: (717)

16 Voice Data nternet Wireless Entertainment EMBARQ" Embarq Corporation 240 N. 3rd Street, Suite 201 Harrisburg, PA EMBARQ.com VA HAND DELVERY May 29, ,- James J. McNulty, Secretary Pennsylvania Public Utility Commission Commonwealth Keystone Building 400 North Street, 2 nd Floor Harrisburg, PA CP Re: Petition of Core Communications, nc. for Arbitration of nterconnection Rates, Terms And Conditions with The United Telephone Company of Pennsylvania d/b/a Embarq Pennsylvania Pursuant to 47 U.S.C Docket No. A F70002 Dear Secretary McNulty, Enclosed please find an original and three (3) copies of executed Appendix A's on behalf of The United Telephone Company of Pennsylvania d/b/a Embarq. Should you have any questions, please do not hesitate to contact me. Sincerely, Sue Benedek Attorney D No ZEB/jh enclosures cc: The Honorable David A. Salapa (via hand delivery) Michael A. Gruin, Esquire (via electronic and first-class mail) Zsuzsanna E. Benedek SENOR COUNSEL Voice: [717) Fax: [717)

17 APPENDX A BEFORE THE PENNSYLVANA PUBLC UTLTY COMMSSON ) Petition of Core Communications, nc. for Arbitration ) Of nterconnection Rates, Terms and Condition with ) The United Telephone Company of Pennsylvania ) Docket No. Pursuant to 47 U.S.C. 252(b) ) A F7002 ) ) TO WHOM T MAY CONCERN: The undersigned, Kent W. Dickerson. is an employee of EMBARQ executing this Appendix on behalf of EMBARQ (the retaining party) and is not, or has no knowledge or basis for believing that he/she is: () an officer, board member, stockholder, partner or owner other than stock of any competitor of EMBARQ (the "Producing Party") or an employee of any competitor of the Producing Party who is primarily involved in the pricing, development, and/or marketing of products or services that are offered in competition with those of the Producing Party; or (2) an officer, board member, stockholder, partner, or owner other than stock of any affiliate of a Competitor the Producing Party. The undersigned has read and understands the Protective Order entered in the above-referenced proceeding, which Order deals with the treatment of Proprietary and Highly Confidential nformation. The undersigned agrees to be bound by, and comply with, the terms and conditions of said Order, and to the extent not explicitly clear thereunder, the undersigned agrees to respect the confidentiality of any oral communications regarding Proprietary and Highly Confidential nformation, including discussions thereof. n the case of an independent expert, the undersigned represents that he/she has complied with the provisions of paragraph 4(aXii) of the Order prior to submitting this Affidavit. 'SGNATURE PRNT NAME 5454 WHO" 1 Street Overland Park. KS ADDRESS DATED: May

18 APPENDX A 200T!;;Vr29PH i : 33 BEFORE THE PENNSYLVANA PUBLC UTLTY COMMSSON Petition of Core Communications, nc. for Arbitration Of nterconnection Rates, Terms and Condition with The United Telephone Company of Pennsylvania Pursuant to 47 U.S.C. 252(b) Docket No. A F7002 TO WHOM T MAY CONCERN: The undersigned, LvMrv^ A.fiPvgi^Mft executing this Appendix on behalf of EzM&M.Q), is an employee of gtvm^fl^r^ (the retaining party) and is not, or has no knowledge or basis for believing that he/she is: (1) an officer, board member, stockholder, partner or owner other than stock of any competitor of gt/y) fia fgfti (the "Producing Party") or an employee of any competitor of the Producing Party who is primarily involved in the pricing, development, and/or marketing of products or services that are offered in competition with those of the Producing Party; or (2) an officer, board member, stockholder, partner, or owner other than stock of any affiliate of a Competitor the Producing Party. The undersigned has read and understands the Protective Order entered in the abovereferenced proceeding, which Order deals with the treatment of Proprietary and Highly Confidential nformation. The undersigned agrees to be bound by, and comply with, the terms and conditions of said Order, and to the extent not explicitly clear thereunder, the undersigned agrees to respect the confidentiality of any oral communications regarding Proprietary and Highly Confidential nformation, including discussions thereof. n the case of an independent expert, the undersigned represents that he/she has complied with the provisions of paragraph 4(a)(ii) of the Order prior to submitting this Affidavit. SGNATURE PRNT NAME ADDRESS DATED: 51

19 STEVENS & LEE LAWYERS & CONSULTANTS 17 North Second Street 16th Floor Harrisburg, PA (717) Fax (717) www. s tevensl ee.com FOLDER May 30, 2007 VA ELECTRONC MAL AND HAND DELVERY Sue Benedek United Telephone Company of PA 240 N. 3rd, St. Suite 201 ' Harrisburg, PA Direct Dial: (717) mag@stevenslee.com Direct Fax: c.(610) 98^2852 : 3 m CO a: rn co > CO m o m Re: Petition of Core Communications. nc. for Arbitration of nterconnection Rates, Terms, and Conditions Ptirsuant to 47 U.S.C. 252(b) with the United Telephone Company of Pennsylvania Docket No. A F70002 Dear Ms. Benedek: Enclosed please find Core's nterrogatories and Request for Production of Documents, Set V, directed to Embarq in the above captioned matter. Please contact me if you have any questions. Best regards, STEVENS-& LEE hchael A. Gruin End. cc: Secretary McNulty (certificate of service only) Philadelphia Reading Valley Forge Lehigh Valley Harrisburg Lancaster Scranton Williamsport Wilkes-Barre Princeton Cherry Hill New York Wilmington SL vl/ A PROFESSONAL CORPORATON

20 CERTFCATE OF SERVCE hereby certify that on this 30th day of May, 2007 copies of the foregoing nterrogatories have been served, via hand delivery, upon the persons listed below in accordance with the requirements of 52 Pa Code Sections 1.54 and 1.55 of the Commission's rules. Sue Benedek United Telephone Company of PA 240 N. 3rd. St. Suite 201 Harrisburg, PA Michael A. Gruin, Esq. Stevens & Lee Attorney D No.: N. 2nd St. 16th Floor Harrisburg, PA Tel. (717) /30/07/SU vl/

21 Voice Data nternet Wireless Entertainment DOCUMENT FOLDER EMBARQ" Embarq Corporation 240 N. 3rd Street. Suite 201 Harrisburg, PA EMBARQ.com June 4,2007 VA ELECTRONC MAL AND HAND DEL vfficeved CD The Honorable David A. Salapa Office of Administrative Law Judge Pennsylvania Public Utility Commission 400 North Street, 2 nti Floor Harrisburg, PA RE: JUN PA PUBLC UTLTY COMMSSON SECRETARY'S BUREAU Petition of Core Communications, nc. for Arbitration of nterconnection Rates, Terms And Conditions with The United Telephone Company of Pennsylvania d/b/a Embarq Pursuant to 47 U.S.C. S252(b) - Docket No. A F70002 cr o 1 o cr.- - r' Dear Judge Salapa: On behalf of The United Telephone Company of Pennsylvania d/b/a Embarq Pennsylvania ("Embarq Pennsylvania") enclosed please find the following pre-filed Rebuttal Testimonies: 1. Rebuttal Testimony of Edward B. Fox (PROPRETARY and PUBLC versions) (St. 1.1); 2. Rebuttal Testimony of Edward ("Ted") C. Hart (PROPRETARY and PUBLC versions) (St. 2.1); 3. Rebuttal Testimony of James M. (Mike) Maples (PROPRETARY and PUBLC versions) (St. 3.1); and, 4. Rebuttal Testimony of Kent W. Dickerson (St. 4.1). The PROPRETARY versions of the aforementioned documents are submitted under seal and include data and materials that have been designated "CONFDENTAL" or "PROPRETARY." Zsuzsanna E. Benedek SENOR COUNSEL Voice: [71712'i5-63«Fax: (

22 0 f you have any questions, please direct them to undersigned. Thank you. Sincerely, / Sue Benedek Attorney D No ZEB/jh enclosures cc: Michael Gruin, Esquire (via electronic mail and hand delivery)

23 STEVENS & LEE LAWYERS & CONSULTANTS 17 North Second Street 16th Floor Harrisburg, PA (717) Fax (717) vvw vv.stevenslee.com FOLDER Direct Dial: (717) Direct Fax: (610) 988-0S52 VA HAND DELVERY Administrative Law Judge David Salapa Pennsylvania Public Utility Commission Commonwealth Keystone Building Harrisburg, PA June 4, 2007 RECEVED JUN ^ ' 20P7 Re: Petition of Core Communications, nc. for Arbitration of nterconnection Rates, Terms, and Conditions Pursuant to 47 U.S.C. 252(b) with the United Telephone Company of Pennsylvania Docket No. A F70002 Dear Judge Salapa: On behalf of Core Communications, nc., enclosed please find the following documents in the above-captioned matter: 1. Rebuttal Testimony of Timothy J. Gates (Core Statement 1.1) 2. Rebuttal Testimony of James D. Webber (Core Statement Proprietary and Public Versions), with Exhibits. Please feel free to contact me if you have any questions. Best regards, STEVENS & LEE fchael A. Gruin -TD - - > i (J 1 cz o CO o rn Philadelphia Williamsport Reading Valley Forge Lehigh Valley Harrisburg Lancaster Scranton Wilkes-Barre Princeton Cherry Hill New York Wilmington A PROFESSONAL CORPORATON SL vl/l

24 STEVENS & LEE LAWYERS & CONSULTANTS ALJ Salapa June 4, 2007 Page 2 Encl. cc: Secretary McNulty (certificate of service only) Sue Benedek, Esq. Norman Kennard, Esq. SL vl/l

25 CERTFCATE OF SERVCE hereby certify that on this 4th day of June, 2007 copies of the Rebuttal Testimony of Timothy Gates and James Webber have been served, via hand delivery, upon the persons listed below in accordance with the requirements of 52 Pa Code Sections 1.54 and 1.55 of the Commission's rules. Sue Benedek, Esq. United Telephone Company of PA 240 N. 3rd. St. Suite 201 Harrisburg, PA Norman J. Kennard, Esq. Kennard Law Offices 116 Pine St., 5th Floor Harrisburg, PA Administrative Law Judge David Salapa Pennsylvania Public Utility Commission Commonwealth Keystone Building Harrisburg, PA Michael A. Gruin, Esq. Stevens & Lee Attorney D No.: N. 2nd St. 16th Floor Harrisburg, PA Tel. (717)

26 Voice Data nternet Wireless Entertainment Embarq Corporation 240 N. 3rd Street. Suite 201 Harrisburg, PA EMBARQ.com rn o June 6,2007 VA ELECTRONC MAL AND HAND DELVERY Michael A. Gruin, Esquire Stevens and Lee 17 North Second Street, 16 th Floor Harrisburg, PA DOCUMENT FOLDER cr,' m > cr cr co Re: Petition of Core Communications, nc. for Arbitration of nterconnection Rates, Terms And Conditions with The United Telephone Company of Pennsylvania d/b/a Embarq Pennsylvania Docket No. A F70002 Dear Mr. Gruin: On behalf of The United Telephone Company of Pennsylvania d/b/a Embarq Pennsylvania ("Embarq Pennsylvania") enclosed please find Embarq Pennsylvania's Responses to Set V interrogatories propounded by Core Communications, nc. f you have any questions, please do not hesitate to contact me. Sineerel Sue Benedek Attorney D No ZEB/jh cc: James J. McNulty, Secretary (cover letter only) (via hand delivery) Zsuzsanna E. Benedek SENOR COUNSEL Voice: 1717) Fax: (717]

27 Voice Data nternet Wireless Entertainment EMBARQ" Embarq Corporation 240 N. 3rd Street. Suite 201 Harrisburg, PA EMBARQ.com CO June 7, 2007 VA HAND DELVERY Michael A. Gruin, Esquire Stevens and Lee 17 North Second Street, 16 th Floor Harrisburg, PA DOCUMENT rn r j co Re: Petition of Core Communications, nc. for Arbitration of nterconnection Rates, Terms And Conditions with The United Telephone Company of Pennsylvania d/b/a Embarq Pursuant to 47 U.S.C. 252(b) - Docket No. A F70002 Dear Mr. Gruin: On behalf of The United Telephone Company of Pennsylvania d/b/a Embarq Pennsylvania enclosed please find an original and two (2) copies of our nterrogatories and Requests for Production of Documents directed to Core Communications, nc. Please provide responses as soon as they become complete. Sincerely, Sue Benedek ZEB/jh cc: James J. McNulty, Secretary (cover letter only) (via hand delivery) Zsuzsanna E. Benedek SENOR COUNSEL Voice: (717] Fax : (

28 rn m Voice Data nternet Wireless Entertainment DOCUMENT FOLDER June 15,2007 VA ELECTRONC MAL AND FRST-CLASS MAL Michael A. Gruin, Esquire Stevens and Lee 17 North Second Street, 16 lh Floor Harrisburg, PA EMBARQ Embarq Corporation 240 N. 3rd Street. Suite 201 Harrisburg, PA EMBARQ.com m m t=i> C=S i C i CZ -1 > ~ " c CD cz: TO rn cr. s J cn CO cn o Re: Petition of Core Communications, nc. for Arbitration of nterconnection Rates, Terms And Conditions with The United Telephone Company of Pennsylvania d/b/a Embarq Pursuant to 47 U.S.C. 252(b) - Docket No. A F70002 Dear Mr. Gruin: On behalf of The United Telephone Company of Pennsylvania d/b/a Embarq Pennsylvania enclosed please find an original and two (2) copies of our nterrogatories and Requests for Production of Documents directed to Core Communications, nc. Please provide responses as soon as they become complete. Sincerely ie Behedek Attorney D No ZEB/jh cc: James J. McNulty, Secretary (cover letter only) (via hand delivery) Zsuzsanna E. Benedek SENOR COUNSEL E:MAL: SUEi.BENEDEK@EMBARQ.COM Voice: Fax: (

29 Voice Data nternet Wireless Entertainment EMBARQ" Embarq Corporation 240 N. 3rd Street. Suite 201 Harrisburg, PA EMBARQ.com VA HAND DELVERY June 19,20 James J. McNulty, Secretary Pennsylvania Public Utility Commission Commonwealth Keystone Building 400 North Street, 2 nd Floor Harrisburg, PA MENT CO Re: CO Petition of Core Communications, nc. for Arbitration o nterconnection Rates, Terms And Conditions with The United Telephone Company of Pennsylvania d/b/a Embarq Pennsylvania Pursuant to 47 U.S.C. 252(b) - Docket No. A F70002 Dear Secretary McNulty, Enclosed please find an original and three (3) copies of the Motion for Admission Pro Hac Vice for Kevin K. Zarling on behalf of The United Telephone Company of Pennsylvania d/b/a Embarq Pennsylvania. Should you have any questions, please do not hesitate to contact me. Sincerely, STO Benedek Attorney D No ZEB/jh enclosures cc: The Honorable David A. Salapa (via hand delivery) Michael A. Gruin, Esquire (via electronic and first-class mail) Zsuzsanna E. Benedek SENOR COUNSEL EiUAL: SULE.BENE0EK@EWBAR0.COM Voice: (717} Fax; (717)

30 BEFORE THE PENNSYLVANAPUBUC UTLTY COMMSSON Petition of Core Communications, nc. for Arbitration of nterconnection Rates, Terms And Conditions Pursuant to 47 U.S.C. 252(b) with The United Telephone Company of Pennsylvania d/b/a Embarq Pennsylvania Docket No. A F7002 MOTON FOR ADMSSON PRO HAC VCE OF KEVN K. ZARLNG Pursuant to 52 Pa. Code 1.22(b) and PA.B.A.R. 301, Zsuzsanna E. Benedek, a member of the bar of the Commonwealth of Pennsylvania, respectfully moves for the admission of the following individual to appear as an attorney on behalf of The United Telephone Company of Pennsylvania d/b/a Embarq Pennsylvania ("Embarq Pennsylvania") in the above-referenced proceeding. Kevin K. Zarling, Esquire Embarq 400 West 15 th Street, Suite 1400 Austin, TX Phone: (512) Facsimile: (512) kevin.k.zarling@embarq.com DOCUMENT FOLDER m ET JUN m s> c: CO CO

31 n support of this motion, the movant states: 1. am an active member of the Pennsylvania Bar (Attorney No ) and an inhouse counsel, representing Embarq Pennsylvania in various Pennsylvania legal and regulatory matters. 2. Kevin K. Zarling is a member in good standing of the Texas bar and admitted to practice in Mr. Zarling will be assisting the undersigned for litigation of the abovecaptioned matter before this Commission. WHEREFORE, move that Kevin Zarling be admitted to practice pro hac vice on behalf of Embarq Pennsylvania the above-captioned proceeding. Respectfully submitted, Date: June 19,2007 Zsuzsanna E. Benedek, Esquire Attor/ieylDNo Attorney for The United Telephone Company d/b/a Embarq Pennsylvania 240 North Third Street, Suite 201 Harrisburg, PA Direct Phone: Fax: sue.e.benedek@embarq.com

32 ORGNAL Voice Data nternet Wireless Entertainment EMBARQ Embarq Corporation 240 N. 3rd Street, Suite 201 Harrisburg, PA EMBARO.com VA HAND DELVERY James J. McNulty, Secretary Pennsylvania Public Utility Commission 400 North Street, 2 nd Floor Harrisburg, PA June 25, 2007 RE: Petition of Core Communications, nc. for Arbitration of nterconnection Rates, Terms And Conditions with The United Telephone Company of Pennsylvania d/b/a Embarq Pennsylvania Pursuant to 47 U.S.C. $2520)) - Docket No. A F70002 Dear Secretary McNulty: On behalf of The United Telephone Company of Pennsylvania d/b/a Embarq Pennsylvania ("Embarq Pennsylvania"), in order to facilitate cross-examination, changes to the sponsorship of certain discovery responses of Embarq Pennsylvania are as follows: The following discovery responses will be sponsored by Mike Maples: Core 1-14 though and including 1-23 f you have any questions, please direct them to undersigned. Sincerely* cn o r ; TL CO rvs C'i Sue Benedek Attorney D No ZEB/jh enclosures cc: Michael Gruin, Esquire (via electronic mail and hand delivery) 3> co OCT i 3 Z007 Zsuzsanna E. Benedek SENORCOUNSEL E:MAL: SUE.E.BENEDEK@EMBAR0.COM Voice: ( Fax; (

33 Voice Data nternet Wireless Entertainment EMBARQ VA HAND DELVERY The Honorable David A. Salapa Office of Administrative Law Judge Pennsylvania Public Utility Commission 400 North Street, 2 nd Floor Harrisburg, PA DOCUMENT Dear Judge Salapa: RE: June 25,2007 Embarq Corporation 240 N. 3rd Street. Suite 201 Hamsburg. PA EMBARQ.com RECEVED JUN 2 o PA PUBUC UTLTY COMMSSON Petition of Core Communications, nc. for Arbitration of nterconnection Rates, Terms And Conditions with The United Telephone Company of Pennsylvania d/b/a Embarq Pursuant to 47 U.S.C. $252(b) - Docket No. A F70002 On behalf of The United Telephone Company of Pennsylvania d/b/a Embarq Pennsylvania ("Embarq Pennsylvania") enclosed please find schedules marked KWD-3, KWD- 4 and KWD-5 which will be addressed during Embarq Pennsylvania's Witness Kent Dickerson Oral Surrebutal Testimony on June 27, Please note that the attached schedules are marked PROPRETARY. Mr. Dickerson's Oral testimony will address the following subject matters raised in Mr. Webber's Rebuttal Testimony: ^ Core Witness Webber's cost study adjustments Core Witness Webber's assertions concerning ability to review Embarq Pennsylvania's Entrance Facility Cost Study; and, Core Witness Webber's views on use of Verizon proxy rates. o r Sincerely, Sife'Benedek Attorney D No ZEB/jh enclosures Michael Gruin, Esquire (via electronic mail and hand delivery) c: o ro cn Zsuzsanna E. Benedek SENOR COUNSEL E:MfllL; SUE_E. BENEOEKg)EMBARQ. Voice; (717) Fax: zz. i * rn cc CD

34 Docket No.: A F7002 OALJ Hearing Report P/eas^^c/c Those Blocks Which Apply YES NO Prehearing Held: Case Name: Petition of Core Communications, nc. for Hearing Held: Arbitration of nterconnection Rates, Terms and Conditions with Testimony Taken: ^ The United Telephone Company of Pennsylvania, inc. Transcript Due:?/, ^7 S Hearing Concluded: Location: Harrisburg Further Hearing Needed: Date: Wednesday, June 27, 2007 Estimated Add'l Days: RECORD CLOSED: ALJ: David Salapa DATE: Briefs to be Filed: Reporting Firm: Commonwealth Reporting DATE: RECEVED JUL " PA PUBLC UTLTY COMMSSON SECRETARY'S BUREAU Bench Decision: REMARKS: PLEASE PRNT CL EARLY - ncomplete nformation may result in delay of processing. Name and Telephone Number Address Who are you representing? A- m City State Zip i^m^u^f^ Hio/ Telephone:^, i ^ ^ i f f. Address^. p ^ ^ ^ ^ ( Fax Number:. 7 / v?^_ ^ City State Zip DOCUMENT FOLDER Telephone:f//. $~)C -&fo~)$ Address:^, 2 ^ / - ^ ^ ^ /^Number: r/u.lfk- Core 2^ [Ate;+ St, *5oz City State Zip Tejephone: Address: cwis COf^\ ^ \ Fax Number: 4(0 2 6 ^ 1 X' Check this box if additional parties or attendees appear on back of form^ (i^^eporter's Signature Note: Completion of this form does not constitute an entry of appearance, see 52 Pa. Code 1.24 and # rev 11/05

35 Name and Telephone Number Address Who are you representing? Core City State Zip Telephone: Address: v^a^fsi 3\:e\}m^e Cow- Fax Number:^ ^(Q qfo QBSZ City State Zip Telephone: Address: Fax Number: City State Zip Telephone: Address: Fax Number: City State.Zip Telephone: Address: Fax Number: City State Zip Telephone: Address: Fax Number: City State Zip Telephone: Address: Fax Number: City State Zip Telephone: Address: Fax Numbercity State Zip Telephone: Address: Fax Number: Note: Completion of this form does not constitute an entry of appearance, see 52 Pa. Code 1.24 and #194147

36 COMMONWEALTH OF PENNSYLVANA PUBLC UTLTY COMMSSON DATE: July 11,2007 SUBJECT: Petition of Core Communications, nc.for Arbitration of nterconnection Rates. Terms and Conditions with The United Telephone Company of Pennsylvania d/b/a Embarq Pursuant to 47 U.S.C. 252(b) Docket No. A F7002 TO: FROM: Wanda Zeiders, Supervisor of Docket Management Docket Section, Secretary's Bureau David A. Salapa Administrative Law Judge Attached please find two copies of the late-filed exhibits marked as follows: EQ PA Cross Exhibit #3 Embarq PA Direct Exhibit #2 Response of Core Communications, nc. FCC Amicus Brief These exhibits were moved and accepted into evidence in the above-captioned case at pages for the Core response and for the FCC brief. Please docket these and place them in the yellow exhibit folder. Please do not hesitate to contact me with any questions you may have. Thank you for your attention to this matter. Attachments Cc: Counsel of record FOLDER NOV r. j c_ x3 - o m 00 CD n J # /06

37 a' 11 Voice Data internet Wireless Entertainment Embarq Corporation 240 N. 3rd Street, Suite 201 Harrisburg, PA EMBARQ.com July 9, 2007 VA ELECTRONC AND FRST-CLASS MAL Michael A. Gruin, Esquire Stevens and Lee 17 North Second Street, 16' Harrisburg, PA Floor c~> m -<.2. ro >3 m o rn J" '. <i i '_ J ro " i i a Re: Petition of Core Communications, nc. for Arbitration of nterconnection Rates, Terms And Conditions with The United Telephone Company of Pennsylvania d/b/a Embarq Pennsylvania Pursuant to 47 U.S.C. S252fb) - Docket No. A F70002 Dear Mr. Gruin, As referenced at page 254 of the transcript, Core Communications made an On the Record Data request to The United Telephone Company of Pennsylvania d/b/a Embarq Pennsylvania for the FCC Amicus Brief from The United States Court of Appeals For the First Circuit in Global Naps vs. Verizon New England, et al at Docket No Attached please find the Brief for Amicus Curiae filed by the Federal Communications Commission on March 13, Should you have any questions, please do not hesitate to contact me. ZEB/jh DOCUMENT FOLDER NfWSSZCO/ J psue Benedek \tomey D No enclosures cc: The Honorable David A. Salapa (via electronic mail and hand delivery) a? Zsuzsanna E. Benedek SENOR COUNSEL E'.MAL: SUE.E.BENE0EK@EMBARO.COM Voice: 1717] Fax: [717]

38 * BREF FOR AMCUS CURAE FEDERAL COMMUNCATONS COMMSSON N THE UNTED STATES COURT OF APPEALS FOR THE FRST CRCUT No GLOBAL NAPS, NC., Plaintiff-Appellant, v. VERZON NEW ENGLAND, NC., ET AL., Defendants-Appellees. ON APPEAL FROM A JUDGMENT OF THE DSTRCT COURT FOR THE DSTRCT OF MASSACHUSETTS SAMUEL L. FEDER GENERAL COUNSEL DANEL M. ARMSTRONG ASSOCATE GENERAL COUNSEL JOEL MARCUS (BAR NO ) COUNSEL FEDERAL COMMUNCATONS COMMSSON WASHNGTON, D.C (202) O - -;

39 TABLE OF CONTENTS Page STATEMENT OF NTEREST AND QUESTONS PRESENTED 1 BACKGROUND 2. Reciprocal Compensation and Access Charges 2 H. Compensation For SP Access... 3 H. The Present Dispute. 8 DSCUSSON 10

40 TABLE OF AUTHORTES Cases Page AT&T Corp. v. owa Utilities Board, 525 U.S. 366 (1999) 11 Bell Atlantic Telephone Companies v. FCC, 206 F.3d 1 (D.C. Cir. 2000) 5 Dubois v. U.S. Dept. of Agriculture, 102 F.3d 1273 (1 st Cir. 1996), cert, denied, 521 U.S (1997) 13 Western Union Corp. v. FCC, 856 F.3d 315 (D.C. Cir. 9SS) 13 WorldCom nc. v. FCC, 2SS F.3d 429 (D.C. Cir. 2002) S Adminis^afive Decisions Access Charge Reform, 12 FCC Red (1997) 3 Developing a Unified ntercarrier Compensation Regime, Further Notice of Proposed Rulemaking, 20 FCC Red 4685 (2005) 8 Developing a Unified ntercarrier Compensation Regime, Notice of Proposed Rulemaking, 16 FCC Red 9610 (2001) 8 SP Declaratory Ruling, 14 FCC Red 3689 (1999) 4, 5, 6, 7, 11,12 SP Remand Order, 16 FCC Red 9151 (2001) 2, 6, 7, 8, 9, 10,11, 12,13 Local Competition Order, 11 FCC Red (1996) 2, 3, 12 Statutes gnd Regulatiops 47 C.F.R : 6 47 C.F.R (b)(1) (2000) C.F.R (b)(1) (2004) 6 47 C.F.R (2000) 2 47 U.S.C U.S.C. 201 ; 7 47 U.S.C. 251(6X5) 1,2 47 U.S.C. 251(g) 6,8 47 U.S.C 252(b) 9 n

41 N THE UNTED STATES COURT OF APPEALS FOR THE FRST CRCUT No GLOBAL NAPS, NC., Plaintiff-Appellant, v. VERZON NEW ENGLAND, NC., ET AL., Defendants-Appellees. ON APPEAL FROM A JUDGMENT OF THE DSTRCT COURT FOR THE DSTRCT OF MASSACHUSETTS BREF FOR AMCUS CURAE FEDERAL COMMUNCATONS COMMSSON STATEMENT OF NTEREST AND QUESTONS PRESENTED Amicus curiae Federal Communicatioiis Commission (FCC) is the federal regulatory agency charged by Congress with 'Yegulating interstate and foreign commerce in communication by wire and radio." 47 U.S.C n particular, the FCC regulates many aspects of the compensation scheme among telecommunications carriers that collaborate to complete a telephone call. See, e.g U.S.C. 251(b)(5). This case involves the Court's interpretation of an FCC order pertaining to compensation for telephone calls placed to internet service providers (SPs). By order entered January 4, 2006, the Court requested that the FCC file a brief addressing the following questions;

42 1. Whether, in the SP Remand Order, 16 FCC Red 9151 (2001), the Commission intended to preempt statesfromregulating intercarrier compensation for all calls placed to internet service providers, or whether it intended to preempt only with respect to calls bound for internet providers in the same local calling area? 2. Whether, if the FCC did not intend to preempt state regulation of all calls, a state regulator's decision to impose access charges on certain calls violates the Telecommunications Act of 1996? 3. What is the standard of review for a reviewing court assessing a state commission's interpretation of an FCC order? BACKGROUND. Reciprocal Compensation and Access Charges. This case concerns the compensation paid by or to the carriers of telephone calls when more than one carrier collaborates to complete a call. Congress has placed on all local exchange carriers "[fjhe duty to establish reciprocal condensation arrangements for the transport and termination of telecommunications." 47 U.S.C. 251(b)(5). n implementing that provision, the FCC detennined that the statutory obligation "applpes] only to traffic that originates and terminates within a local area," as defined by state regulatory authorities. Local Competition Order, 11 FCC Red 15499, \1034 (1996) (subsequent history omitted). 1 See 41 C.F.R (2000) (requiring reciprocal 1 Although the Local Competition Order was the subject of various appeals that ultimately resulted in its partial reversal, no party challenged that aspect of the Order.

43 compensation for "[tjelecommunications traffic... that originates and terminates within a local service area established by the state commission"). Thus, when a customer of one carrier places a local, non-toll call to the customer of a competing carrier, the originating carrier must compensate the terminating carrier for completing the call. n the Local Competition Order, the Commission also decided that "the reciprocal compensation provisions of section 251(b)(5) do not apply to the transport or termination of interstate or intrastate interexchange traffic." Local Competition Order at f1034. nterexchange traffic is traffic that terminates beyond a local calling area, and it is governed by a different compensation regime. When a customer places a toll or long distance call, the long distance carrier, known as an interexchange carrier or XC, pays "access charges" to both the originating and terminating local carriers. See Access Charge Reform, 12 FCC Red 15982, (1997); Local Competition Order at lfl034. The Commission decided that the states should "determine whether intrastate transport and termination of traffic between competing LECs, where a portion of their local services areas are not the same, should be governed by section 251 (b)(5)'s reciprocal compensation obligations or whether intrastate access charges should apply to the portions of their local service areas that are different." Local Competition Order < P035. n. Compensation For SP Access. n several recent orders, the FCC has addressed the intercarrier compensation regime that applies to calls placed to dial-up internet service

44 providers (SPs). Dial-up access involves a customer who seeks to access the nternet via telephone. To do so, the customer dials a telephone number, usually but not always a local number, and is connected with the SP's equipment. From there, the SP connects the call to computers throughout the world. See JSP Declaratory Ruling, 14 FCC Red 3689, 3691 ^4 (1999). n many cases, such as this one, the SP is served by one telephone company, typically a competitive local exchange earner (CLEC), and the dialing-in customer by a different company, typically the incumbent local exchange carrier (LEC). Disputes arose between LECs and CLECs about the intercarrier payment mechanism that governs such calls. The CLECs argued that calls to SPs are local calls, subject to reciprocal compensation payments, because the calls terminate at the SP's equipment. The LECs argued that such calls are not subject to the reciprocal compensation regime because they terminate only at the far-flung computer servers that constitute the world-wide-web. The FCC first addressed the matter in the SP Declaratory Ruling, 14 FCC Red The Commission noted that in the "typical arrangement, an SP customer dials a seven-digit number to reach the SP server in the same local calling area.'* d. at 3691 %4. Even though the initial part of the call is local, however, the Commission found that the call, looked at "end-to-end," does not 'terminate at (he SP's local server... but contmuefs] to the ultimate destination... at a[n] nternet website that is often located in another state." d. at 3697 Tfl2. SP-bound calls were not considered local calls subject to reciprocal compensation

45 under state regulator/ auspices, but.interstate calls subject to the regulatory authority of the FCC. The Commission nevertheless acknowledged that at the time it "ha[d] no rule governing inter-carrier compensation for SP-bound traffic." SP Declaratory Ruling at 3703 *p2. n the absence of such a rule, the Commission found "no reason to interfere with state commission findings as to whether reciprocal compensation provisions of interconnection agreements apply to SP-bound traffic." d. at 3703 f21. n other words, the FCC left the existing state regulatory mechanisms in place for the time being. At the same time, the Commission began a rulemaking proceeding to formulate a federal rule that would govern SP-bound calls. d. at The D.C. Circuit vacated the SP Declaratory Ruling in Bell Atlantic Telephone Companies v. FCC, 206 F.3d 1 (D.C. Cir. 2000). t did not question the agency's jurisdictional analysis, id. at 7, but found that inquiry not to be "controlling" on the question of whether a call is within the scope of 251(b)(5), id. at 8. The Court also found that the FCC's analysis seemed inconsistent with the Commission's earlier ruling that SPs were end users that could subscribe to telephone service pursuant to rates established for local service. d. at 7-8. The Court also held that the Commission had failed to make its rules comport with the statute's distinction between "telephone exchange service" and "exchange access." d. at 8-9. On remand, the Commission issued the SP Remand Order, 16 FCC Red 9151 (2001), the interpretation of which is before the Court in this case. The

46 Commission described the issue it had confronted in the SP Declaratory Ruling as "whether reciprocal compensation obligations apply to the delivery of calls from one LEC's end-user customer to an SP in the same local calling area that is served by a competing LEC." SP Remand Order, 16 FCC Red at 91591fl3. The Commission determined that SP-bound calls are not subject to reciprocal compensation payments pursuant to 251 (b)(5). Rather, the Commission found that SP-bound calls are "information access" calls within the meaning of 47 U.S.C. 251(g), which states that LECs shall provide information access "with the same equal access and non-discriminatory interconnection restrictions and obligations (including receipt of compensation) that apply to such carrier on the date immediate preceding the date of enactment of the statute. bid. The Commission interpreted 251 (g) as a "carve-out" of the reciprocal compensation requirement of 251(b)(5) for calls placed to SPs. d. at f34. 2 The Commission found that 251(g)'s exception to the reciprocal compensation requirement was intended to apply to "all access traffic that [is] routed by a LEC" to an SP. d. at 9171 ^44. The Commission next reiterated its earlier conclusion that calls to SPs are interstate calls over which the Commission has regulatory authority. SP Remand 2 The Commission also changed 47 CJF.R to reflect the teiminology used in 251(g) of the statute. nstead of referring to "local" calls, a term not used in the statute, the regulation now exemptsfromthe reciprocal compensation requirement telecommunications traffic that is interstate or intrastate exchange access, information access, or exchange services for such access." 47 C.F.R (b)(1) (2004). The Commission made the change because use of the term "local" "created unnecessary ambiguity... because the statute does not define the term 'local call,' [which]... could be interpreted as meaning either traffic subject to local rates or traffic that is jurisdictionally intrastate." SP Remand Order at 9172 ^45.

47 Order at 9175 %52. The Commission analyzed the matter once again under an endto-end analysis and found that SP-bound calls are predominantly interstate. d. at 91781f58. As such, under the authority set forth in 47 U.S.C. 201, the Commission set about developing a federal rule for compensation. n developing a federal compensation rule, the Commission was particularly concerned about problems that had arisen with reciprocal compensation payments that had been ordered by State utility commissions under the SP Declaratory Ruling. The Commission found that SP dial-up access had distorted the market and "created the opportunity to serve customers with large volumes of exclusively incoming traffic." SP Remand Order at (emphasis in original). The record showed that CLECs terminated 18 times more calls than they originated, leading to their receipt of net reciprocal compensation payments amounting to nearly'$2 billion annually at the time of the Order. d. at 9183 fzo. The Commission thus found that, due to this type of regulatory arbitrage, reciprocal compensation had ''imderminejci] the operation of competitive markets." /</.at9183t71. The Commission expressed the view that a ec bill and keep" regime under which each carrier collected its costs from its customer and not another carrier would be a viable compensation approach to SP-bound traffic. SP Remand Order ^74. The Commission did not, however, employ a "flash cut" - i.e., an immediate transition - to such a regime because the absence of a transition period would "upset the legitimate business expectations of carriers and their customers." d. at 9186 fl77. The Commission instead instituted an interim compensation