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                           Before the
                FEDERAL COMMUNICATIONS COMMISSION
                     Washington, D.C. 20554

In the Matter of                   )    File No. EB-01-IH-0030
                              )
SBC Communications, Inc.           )    NAL/Acct. No. 
200232080004
                              )
Apparent Liability for Forfeiture       )    FRN 0004-3051-24, 
0004-3335-71, 
                              )    0005-1937-01

          
                        FORFEITURE ORDER

  Adopted:  October 8, 2002               Released:  October 9, 
                              2002 


By the Commission:

                         I.     INTRODUCTION
      
1.   In this  Forfeiture  Order  (``Order''), we  find  that  SBC 
Communications, Inc. (``SBC'') willfully and repeatedly  violated 
one of the conditions  that the Commission  imposed in its  order 
approving   the   merger    application   of   Ameritech    Corp. 
(``Ameritech'') and  SBC.1  Specifically,  SBC2 failed  to  offer 
shared transport in the former Ameritech states3 under terms  and 
conditions substantially  similar to  those  that it  offered  in 
Texas as of August  27, 1999, in  violation of the  SBC/Ameritech 
Merger  Order.   Based   upon  our  review   of  the  facts   and 
circumstances before us and  after considering SBC's response  to 
the Commission's Notice of Apparent Liability (``NAL'')4 in  this 
matter, we conclude that  SBC is liable for  a forfeiture of  six 
million dollars ($6,000,000.00),  the amount we  proposed in  the 
NAL.5                          II.     BACKGROUND

2.   In its order approving the merger between SBC and Ameritech, 
the Commission  imposed a  condition  requiring that,  within  12 
months of the date of the SBC/Ameritech merger, SBC offer  shared 
transport within  the former  Ameritech  states under  terms  and 
conditions substantially similar to, or more favorable than those 
that SBC was offering to telecommunications carriers in Texas  as 
of  August 27,  1999.6   In  the  NAL,  we  found  that  SBC  had 
apparently repeatedly  refused to  provide shared  transport  for 
intraLATA toll calls, despite the existence as of August 27, 1999 
of ``at least two interconnection agreements in Texas pursuant to 
which it offered CLECs  the option of  using shared transport  to 
route intraLATA toll  calls, without  restriction, between  their 
end user customers and customers served by SBC.''7  Consequently, 
we found that  SBC had  apparently violated  the requirements  of 
paragraph 56, and that it was apparently liable for a  forfeiture 
of $6,000,000.8

                         III.     DISCUSSION

3.        Under section 503(b)  of the  Act, any  person who  the 
Commission determines  has  willfully  or  repeatedly  failed  to 
comply  substantially  with  the  terms  and  conditions  of  any 
license,   permit,   certificate,   or   other   instrument    of 
authorization issued  by the  Commission shall  be liable  for  a 
forfeiture penalty.9   In  order  to  impose  such  a  forfeiture 
penalty,  the  Commission  must   issue  a  notice  of   apparent 
liability, the notice  must be received,  and the person  against 
whom the notice has been issued must have an opportunity to  show 
in writing why the Commission should not impose such a forfeiture 
penalty.10  The Commission  will then  issue a  forfeiture if  it 
finds by  a preponderance  of the  evidence that  the person  has 
failed to comply with the  relevant requirement.11  As set  forth 
in more detail below, we conclude under this standard that SBC is 
liable for a forfeiture for  its willful and repeated  violations 
of the SBC/Ameritech Merger Order.

4.   The issue in  this case  is whether SBC's  refusal to  offer 
shared transport  to  CLECs in  its  Ameritech service  area  for 
intraLATA  toll   service   violated  the   conditions   of   the 
Commission's approval of SBC's  merger with Ameritech.  SBC  does 
not deny that it refused to offer shared transport for  intraLATA 
toll calls in the Ameritech  states, but instead argues that  the 
paragraph 56 merger condition did not contain a clear requirement 
that it  do  so.12   We  find,  however,  that  paragraph  56  is 
unambiguous  and  that  SBC's  arguments  to  the  contrary   are 
unpersuasive.  SBC violated the paragraph 56 merger condition  at 
least five  times, once  in  each of  the five  former  Ameritech 
states, by refusing to offer shared transport to route  intraLATA 
toll calls.   Therefore,  we  affirm  the NAL,  both  as  to  the 
violations of paragraph 56 and as to the forfeiture amount.

       A.      Paragraph 56 of the  Merger Conditions Imposed  on 
          SBC a  Clear  Obligation to  Provide  to CLECs  in  its 
          Ameritech Region  Shared Transport  for IntraLATA  Toll 
          Service.

5.        It is hornbook law that  ``where [a] regulation is  not 
sufficiently clear to warn a party about what is expected of it - 
an agency may not deprive a  party of property by imposing  civil 
or criminal liability.''13  The  paragraph 56 merger  condition's 
shared transport  requirements  are  abundantly  clear,  and  ``a 
regulated party acting in  good faith would  [have been] able  to 
identify, with  ascertainable  certainty,''14 its  obligation  to 
offer to  CLECs  in the  Ameritech  region shared  transport  for 
intraLATA toll service.   As of  October 8,  2000, twelve  months 
after the effective date of  the SBC/Ameritech Merger Order,  SBC 
had a legal obligation to offer shared transport in the Ameritech 
states on  terms ``substantially  similar to  (or more  favorable 
than)'' the most favorable terms it offered in Texas as of August 
27, 1999.15  On  that day in  August in Texas,  SBC was  actually 
offering shared transport  to CLECs  who were  using that  shared 
transport  to  provide  intraLATA  toll  service.16   The   plain 
language of paragraph 56 required  SBC to offer that same  shared 
transport for intraLATA toll to CLECs in the Ameritech region  as 
of October 8, 2000.17  That requirement is clear and simple,  and 
SBC's post hoc  efforts to  muddy the waters  cannot justify  its 
failure to comply with the law.18

     1.   SBC argued both prior to the NAL and in response to  it 
that various circumstances and  matters of interpretation  render 
paragraph 56 inapplicable,  invalid, or  insufficiently clear  to 
support the  imposition  of  a  forfeiture.   As  much  of  SBC's 
response to the NAL consists of restatement of the arguments that 
it made previously and that we  resolved in the NAL, we will  not 
repeat our analysis of each argument.  Rather, we incorporate and 
adopt here  the reasoning  and conclusions  we set  forth in  the 
NAL.19   We  address  below  SBC's  new  or  newly  expanded-upon 
arguments.





          1.   The   Texas   Arbitration   Award   supports   the 
               conclusion that SBC  offered shared transport  for 
               intraLATA toll service as of August 27, 1999.

     2.   In the NAL,  we relied in  part on a  November 4,  1999 
ruling by an arbitration panel of the Texas PUC concerning  SBC's 
shared transport obligations to  support our conclusion that  SBC 
was offering shared transport for intraLATA toll service in Texas 
as of August 27, 1999.20  SBC contends that we misinterpreted the 
Texas PUC's ruling, and that our interpretation of the  company's 
paragraph 56  federal  obligation  is  therefore  flawed.21   SBC 
argues  that  the   Texas  Arbitration   Award  addressed   SBC's 
obligation to provide access to combinations of unbundled network 
elements (``UNEs''),  not  shared  transport,  and  thus  is  not 
relevant in  interpreting the  scope  of SBC's  shared  transport 
offering in Texas.  Specifically, SBC asserts that:

          insofar as it  relied upon  agreement language  at 
          all,  the  Texas  PUC  focused  primarily  on  the 
          language mandating access to UNE combinations - in 
          particular, section 2.4.1. in Attachment 6 of  the 
          agreement, which  ``requires SWBT  to provide  the 
          CLEC with all the  functionality of a  combination 
          of UNEs.''  In the Texas PUC's view, because  that 
          language required Southwestern Bell to provide UNE 
          functionality  equivalent  to  what  ``SWBT  [wa]s 
          providing to itself .  . . without  restriction,'' 
          it followed that Southwestern  Bell had to  permit 
          CLECs to route  intraLATA toll calls  in the  same 
          manner that  Southwestern  Bell did  [i.e.,  using 
          shared transport].22

We find  SBC's  argument  to  be unpersuasive  for  a  number  of 
reasons,  and  we   reaffirm  our  conclusion   that  the   Texas 
Arbitration Award  clearly  stated SBC's  obligation  to  provide 
shared transport for intraLATA toll calls.

     3.   In the Texas  arbitration, two CLECs,  Sage and  Birch, 
were  asserting  their  right  to  use  a  combination  of  local 
switching and shared  transport, plus unbundled  local loops  and 
tandem switching, to transport intraLATA toll calls.23  That  the 
Texas  Commission  ordered   SBC  to   provide  this   particular 
combination of UNEs necessarily means  that SBC was obligated  to 
provide  each  of  the   individual  UNEs.24   Thus,  the   Texas 
Arbitration Award's discussion of  UNE combinations does  nothing 
to undermine our conclusion that the Texas PUC found that SBC was 
obligated to  continue offering  shared transport  for  intraLATA 
toll calls.25

     4.   Moreover, we  note  that the  Texas  Arbitration  Award 
specifically states that ``[t]he use of the common transport UNE, 
or any other UNE, for that  matter, cannot be limited in any  way 
by the type of traffic  that passes through it.''26  This  ruling 
further undermines SBC's argument that its Texas offering allowed 
it to restrict  the use  of shared transport  for intraLATA  toll 
calls.  

     5.   Regardless, the  Texas  Arbitration Award  makes  clear 
that SBC had  been offering shared  transport for intraLATA  toll 
for  some   time   prior  to   August   1999  pursuant   to   its 
interconnection agreements, and that it  sought to stop doing  so 
in April 1999 on the  grounds that the implementation of  federal 
dialing parity  rules somehow  eliminated  its obligation  to  do 
so.27  The  Texas  Arbitration Award  explicitly  rejected  SBC's 
dialing parity argument, which necessarily means that the earlier 
obligation remained in place on August 27, 1999.28  In any event, 
on August 27, 1999, SBC was in fact offering shared transport for 
CLECs to use for intraLATA toll service.29  Therefore, even if we 
assume arguendo that before the Texas Arbitration Award SBC  held 
a good faith belief  that paragraph 56  of the merger  conditions 
did  not  encompass  intraLATA  toll  traffic,  that  belief  was 
unreasonable  after  the  Texas   PUC  decision.   Paragraph   56 
expressly links SBC's obligations in the Ameritech states to  its 
service offerings  in  Texas,  and the  Texas  Arbitration  Award 
confirmed with clarity that  shared transport for intraLATA  toll 
traffic was within  the scope of  those service offerings.   That 
simple fact  alone triggered  SBC's  paragraph 56  obligation  to 
offer shared transport for intraLATA toll service to CLECs in the 
Ameritech region.  

     6.   SBC's effort to inject a confused interpretation of the 
Texas PUC orders into an otherwise clear picture of the company's 
obligations is unpersuasive.   It does not  alter our  conclusion 
that SBC was offering shared  transport for intraLATA toll  calls 
in  Texas  on  August  27,  1999,  and  that  it  was   therefore 
subsequently obliged to do the same in the Ameritech region.

          2.   The shared transport  obligation contained in  the 
               paragraph  56  merger  condition  includes  shared 
               transport for intraLATA toll service.

     7.   Paragraph 56 of the  merger conditions does not  impose 
or permit any restriction on the type of services for which CLECs 
may use shared  transport.   SBC  argues in its  response to  the 
NAL, as  it did  in  previous pleadings,  that the  paragraph  56 
merger condition  does  not  apply  to  intraLATA  toll  traffic, 
because ``SBC's understanding  [is] that  the Merger  Conditions' 
shared-transport  obligation   is   a   purely   local   one.''30  
Similarly,  SBC  asserts  that   the  general  shared   transport 
obligation that we  established in the  UNE Remand Order  applies 
only when the  CLEC intends  to provide a  local service.31   SBC 
seemingly cites to every use of the word ``local'' in  Commission 
orders addressing shared transport to argue that the Commission's 
use of  this word  in various  contexts indicates  its intent  to 
limit any  shared  transport  obligation  to  ``local''  traffic, 
which, according to SBC, does  not include intraLATA toll.32   As 
we did in the NAL,33 we find these arguments to be without merit.  
We incorporate  our reasoning  and conclusion  there,34 but  also 
take this opportunity to address SBC's argument in more detail.

     8.   Paragraph 56 requires SBC to offer shared transport  in 
the former  Ameritech  states  under similar  or  more  favorable 
conditions than those  SBC offered  in Texas.   This language  is 
inclusive and contains no  exclusions.   It does  not in any  way 
limit the purposes for which  a CLEC may use shared  transport.35  
SBC places great  weight on  the argument that  the paragraph  56 
shared transport obligation is limited by what SBC asserts is the 
view that we expressed elsewhere  that CLECs may only use  shared 
transport for local  service.  IntraLATA toll,  SBC contends,  is 
not a local service and does not affect local competition.36  But 
neither the  text of  paragraph  56 nor  the  Act and  our  rules 
provide for  or permit  SBC to  limit CLECs'  use of  the  shared 
transport UNE, and  the references SBC  cites elsewhere that  use 
the word ``local'' in reference to traffic, switches, and markets 
are beside the point.

     9.   The broad swath of  paragraph 56 comports with  section 
251(c)(3) of the  Act, which requires  incumbent LECs to  provide 
nondiscriminatory access to network elements, ``to any requesting 
carrier for the  provision of  a telecommunications  service.''37  
In implementing section 251(d)(2)  and (c)(3), we identified  the 
network elements   that is,  the physical  facilities and  their 
``features, functions and capabilities''  that the incumbent LEC 
must provide  to the  requesting carrier,  not the  purposes  for 
which a  CLEC may  use  those facilities.38   Specifically,  rule 
51.319(d) defines shared  transport as ``transmission  facilities 
shared by more  than one  carrier, including  the incumbent  LEC, 
between end  office switches,  between  end office  switches  and 
tandem switches, and  between tandem switches,  in the  incumbent 
LEC network.''39   This  definition requires  incumbent  LECs  to 
provide these  shared transport  facilities ``to  any  requesting 
telecommunications  carrier  .  .  .  for  the  provision  of   a 
telecommunications service.''40  It contains no limitation on the 
type of telecommunications  service that  the requesting  carrier 
may provide, and therefore  it contains no  limitation on use  of 
these  facilities  to  transport  intraLATA  toll  traffic.41   A 
``telecommunications carrier''  includes a  carrier who  provides 
intraLATA  toll  service,   and  ``telecommunications   service'' 
includes intraLATA toll  service.42  Thus,  rule 51.319(d)  makes 
clear that any requesting telecommunications carrier may use  the 
shared transport UNE  for any  ``telecommunications service''  it 
chooses to provide  including intraLATA toll service.43  Indeed, 
as we stated in  the NAL, as a  general matter, the  Commission's 
rules explicitly prohibit use restrictions on UNEs.44

     10.  Because of the clarity of the language of paragraph  56 
and of the Act  and rules, we need  look no further to  determine 
SBC's obligation.  Because we find that there is no limitation on 
SBC's shared  transport  obligation, SBC's  arguments  about  the 
nature of intraLATA toll traffic are irrelevant.  It matters  not 
whether  intraLATA  toll  is  properly  characterized  as   being 
inherently local in  nature or whether  competition in  intraLATA 
toll affects competition in local markets.  However, we note that 
SBC overreaches in attempting to characterize various  statements 
in our orders as being indicative of a view that shared transport 
cannot extend to intraLATA toll  because the ``local'' nature  of 
that  obligation  is  necessarily  exclusive  of  intraLATA  toll 
service.45  Nothing in the passages  to which SBC cites  supports 
that  view.46    Indeed,  we   have  made  statements  in   other 
circumstances that establish our view that intraLATA toll traffic 
does affect local competition.47    For these reasons, we  reject 
any  implication  that  we  have  expressed  differing  views  at 
different times  about whether  the shared  transport  obligation 
extends to use of the UNE for intraLATA toll.  To the extent  SBC 
relies on  such a  suggestion  in support  of its  argument  that 
paragraph 56 lacked sufficient clarity to provide adequate notice 
of its obligation, we reject that notion.48  In any event, as  we 
explained above, the plain and unambiguous language of  paragraph 
56 renders these other statements irrelevant.

     11.  For these reasons, and  for the reasons we  articulated 
in the  NAL,  SBC's  overly  restrictive  interpretation  of  the 
paragraph 56 shared  transport obligation as  being exclusive  of 
shared transport for intraLATA toll service is unreasonable.

          3.   The  Merger   Conditions'  paragraph   56   shared 
               transport  obligation   is   unaffected   by   the 
               Commission's UNE Remand Order.

6.   The paragraph 56 merger condition is ``subject to . . .  the 
terms of any future Commission orders regarding the obligation to 
provide unbundled local  switching and  shared transport.''   SBC 
argues again, as it did before the NAL, that the Commission's UNE 
Remand Order is a ``future  Commission order,'' that it does  not 
require SBC to provide shared  transport for intraLATA toll,  and 
that it therefore eliminated any merger condition requirement  to 
offer shared  transport  for  intraLATA  toll.   We  reject  this 
argument for several reasons, some of which we stated  previously 
in the NAL, and incorporate here.49

7.   As an initial  matter, the  shared transport  rules that  we 
adopted in the  UNE Remand  Order plainly  require unbundling  of 
shared transport  for use  with intraLATA  toll traffic.   As  we 
explained above, the language  of the Act and  of the UNE  Remand 
Order and our  rules is clearly  and unambiguously inclusive  and 
does not permit SBC to make exclusions based on the services  for 
which  a  requesting  carrier  might  use  a  UNE.50   Therefore, 
paragraph 56 is fully consistent with the UNE Remand Order.  

8.   Moreover, although we  adhere to our  view that the  earlier 
adopted UNE  Remand  Order was  not  a ``future''  order,51  that 
finding is not essential to  our ruling here.  Regardless of  the 
relationship of  that Order's  release, adoption,  and  effective 
date to the effective  date of the  Merger Conditions,52 it  only 
supports and does not in any way undermine the enforceability  of 
SBC's obligation  pursuant  to  paragraph 56  to  provide  shared 
transport  for  intraLATA   toll  service.    The  paragraph   56 
obligation is ``subject  to'' the  terms of  a future  Commission 
order, which can only mean  that the shared transport  obligation 
of paragraph 56 will remain  in place until the merger  condition 
sunset  date,  unless  the   terms  of  another  order   directly 
contravene  it.   We  have  issued  no  such  order.    Moreover, 
paragraph 56 expressly provides  its own merger condition  sunset 
date,53 stating  that  this  obligation shall  remain  in  effect 
unless and until either  the Commission were to  find in the  UNE 
Remand proceeding  that SBC  is not  required to  provide  shared 
transport, or a court were to issue a final non-appealable  order 
to that  effect.54   Neither  of  those  events  has  occurred.55  
Therefore, SBC's arguments  about the  impact of  the UNE  Remand 
Order on the paragraph 56 obligation are unavailing.

     B.   SBC Did Not Substantially Comply with the Paragraph  56 
     Condition.

     12.  SBC argues  that section  503(b) of  the Act  does  not 
support a forfeiture here because any requirement that SBC  offer 
shared transport for intraLATA toll calls was ``tangential to the 
primary purpose of the  condition,'' and thus,  SBC did not  fail 
substantially to comply with the paragraph 56 merger condition.56  
We  recognize  that  in  adopting  paragraph  56  we  focused  on 
requiring SBC  to reverse  Ameritech's  practice of  refusing  to 
offer any  shared  transport  whatsoever,  a  practice  that  was 
contrary to  our  local competition  rules.   The fact  that  SBC 
instead chose  to  refuse  to  offer  only  a  subset  of  shared 
transport does not render its violation insubstantial.  For those 
CLECs seeking intraLATA toll  shared transport, SBC's refusal  to 
offer it was anti-competitive and thus significant.  Accordingly, 
we find that  SBC failed substantially  to comply with  paragraph 
56.

     C.   SBC's Actions Were Willful and Repeated.

9.   Pursuant to section  503(b)(1) of the  Act, any person  that 
willfully or repeatedly  fails to comply  substantially with  the 
terms and  conditions of  any  license, permit,  certificate,  or 
other instrument or authorization issued by the Commission, shall 
be liable to the  United States for  a forfeiture penalty.57   It 
has  long  been  established  that  the  word  ``willfully,''  as 
employed in  section  503(b)  of  the Act,  does  not  require  a 
demonstration that a party knew  it was acting unlawfully,58  but 
only that  it  knew  it  was  committing  the  acts  in  question 
consciously  and  deliberately,  and  that  the  acts  were   not 
accidental.  SBC does not contest the NAL's tentative  conclusion 
that it intentionally and  affirmatively refused to offer  shared 
transport for intraLATA toll in the five former Ameritech states.  
We thus find that SBC's behavior was willful.59

     D.   Forfeiture Amount

10.  SBC's willful  and  repeated  failure  to  comply  with  the 
SBC/Ameritech Merger Order justifies a substantial forfeiture  in 
this case.60   Section 503(b)(2)(B)  of  the Act  authorizes  the 
Commission to  assess a  forfeiture of  up to  $120,000 for  each 
violation, or  each  day  of  a continuing  violation,  up  to  a 
statutory maximum of $1,200,000  for a single  act or failure  to 
act.61  In  determining  the appropriate  forfeiture  amount,  we 
consider the factors  set forth  in section  503(b)(2)(D) of  the 
Act, including ``the nature, circumstances, extent and gravity of 
the violation, and, with respect  to the violator, the degree  of 
culpability, any history of prior  offenses, ability to pay,  and 
such other matters as justice may require.''62

11.  We impose a forfeiture  of $6,000,000, the amount  initially 
proposed in  the  NAL.   This  figure  represents  the  statutory 
maximum for five continuing violations lasting at least ten  days 
each during the  period prior  to the  NAL.  We  find that  SBC's 
conduct represents five separate  and distinct violations of  the 
Merger Conditions,  one for  each state  in which  it refused  to 
offer shared transport to requesting carriers for intraLATA  toll 
traffic.

12.  SBC argues that the amount  of the forfeiture is  excessive, 
but we  find that  it  is fully  justified.  SBC  has  repeatedly 
violated the clear terms of the merger condition.  In state after 
state, throughout  the  Ameritech region,  SBC  forced  competing 
carriers to expend time and resources in state proceedings trying 
to obtain what SBC was already obligated to offer, causing delays 
in the  availability of  shared transport.   Thus, the  potential 
competitive  impact  of  SBC's  violations  is  substantial,  and 
warrants a significant penalty.  In addition, the Commission  has 
made clear that it will take into account a violator's ability to 
pay in determining the amount of a forfeiture so that forfeitures 
against ``large or highly profitable entities are not  considered 
merely an affordable  cost of doing  business.''63  In 2001,  SBC 
had total  operating revenues  of nearly  $46 billion.64   For  a 
company of this size, a  $6,000,000 forfeiture is not  excessive.  
Indeed,  a  smaller  forfeiture  would  lack  adequate  deterrent 
effect.

13.  SBC  makes  a  variety  of  specific  arguments  about   the 
forfeiture  amount,  none  of  which  we  find  persuasive.   SBC 
complains that the NAL  did not apply  a base forfeiture  amount, 
and  asserts  that  ``[t]he  NAL's   failure  to  rely  on   [the 
forfeiture] guidelines, or at least to explain its deviation from 
them, is  unlawful.''65   First,  we  note  that  the  forfeiture 
guidelines contain  no base  amount for  the violation  at  issue 
here; thus there was no base amount to apply.  In any event,  the 
Commission has  discretion to  depart from  the guidelines  where 
appropriate,66 and we explained fully the basis for the  proposed 
forfeiture in the NAL.

14.  SBC also argues that the maximum forfeiture in this case  is 
$1.2 million, i.e., the statutory maximum for a single continuing 
violation.67  SBC's  reasoning is  that  paragraph 56  creates  a 
single obligation,68 that it complied with that obligation by the 
single act of  deploying an AIN-based  shared transport  solution 
throughout its region,  and that  if it  imposed any  unwarranted 
limitation on its shared transport offering, it did so only  once 
when it first  made shared transport  available in the  Ameritech 
region.69  We reject  SBC's characterization of  the facts.   The 
merger conditions obligate SBC to ``offer shared transport . .  . 
within the  Ameritech States  under terms  and conditions,  other 
than rate structure and price, that are substantially similar  to 
(or more favorable  than) the most  favorable terms'' offered  in 
Texas on August 27,  1999.  The record shows  that at least  five 
times, once in each of the Ameritech states, a competing  carrier 
requested the use  of shared  transport to  route intraLATA  toll 
traffic.70  Each of those requests obligated SBC to offer  shared 
transport in compliance  with the merger  condition.  In each  of 
those instances, SBC refused to  offer the requested UNE.   Thus, 
each  of  those  instances  constituted  a  separate,  continuing 
violation of the merger conditions.  By SBC's theory, having once 
refused to make available shared transport on the required terms, 
it could continue to refuse all requests with impunity and suffer 
no further  consequences.   We  will  not  adopt  such  a  skewed 
reading.

15.  Finally, SBC asserts that the forfeiture amount is excessive 
because intraLATA toll is ``far  afield from the central  purpose 
of paragraph 56,'' and because the amount fails to recognize that 
SBC complied with  some portion  of the  shared transport  merger 
conditions.71   We  find  neither  of  these  points  persuasive.  
First, as indicated above, we  believe that SBC's violations  did 
relate to local competition.  In addition, as discussed above  in 
rejecting SBC's argument that  it has ``substantially''  complied 
with the conditions, we do not find it reasonable to focus on the 
``proportion'' of  the  condition  that has  been  violated,  but 
rather on the  scope and  potential impact  of SBC's  violations.  
The fact that SBC may have properly offered shared transport  for 
local non-toll traffic  does not  mitigate its  refusal to  offer 
shared transport for intraLATA traffic.

16.  For all of the reasons we have discussed above, we find that 
SBC's conduct justifies the forfeiture amount that we proposed in 
the NAL.  We  therefore affirm the  $6,000,000 forfeiture  amount 
originally proposed.

                    IV.     ORDERING CLAUSES

17.  Accordingly, IT IS ORDERED THAT, pursuant to section  503(b) 
of the Act,72 and section  1.80 of the Commission's rules,73  SBC 
Communications SHALL FORFEIT to the United States Government  the 
sum of  six million  dollars  ($6,000,000.00) for  willfully  and 
repeatedly violating the  Commission's merger  conditions in  the 
SBC/Ameritech Merger Order.

18.  IT IS  FURTHER ORDERED  that payment  shall be  made in  the 
manner provided for  in section  1.80 of  the Commission's  rules 
within thirty  (30) days  of  release of  this order.74   If  the 
forfeiture is not paid within the period specified, the case will 
be referred to the Department of Justice for collection  pursuant 
to section 504(a) of the Act.75

19.  IT  IS  FURTHER  ORDERED  that  a  copy  of  this  Order  of 
Forfeiture  shall  be  sent  by  Certified  Mail/Return   Receipt 
Requested to SBC Communications,  c/o Michelle Thomas,  Executive 
Director - Federal Regulatory, 1401  I Street, N.W., Suite  1100, 
Washington, D.C. 20005.

                         Federal Communications Commission



                         Marlene H. Dortch
                         Secretary


_________________________

     1    Applications of  Ameritech Corp.,  Transferor, and  SBC 
Communications, Inc., Transferee, For Consent to Transfer Control 
of Corporations Holding Commission Licenses and Lines Pursuant to 
Sections 214 and 310(d)  of the Communications  Act and Parts  5, 
22, 24,  25, 63,  90,  95, and  101  of the  Commission's  Rules, 
Memorandum  Opinion   and  Order,   14  FCC   Rcd  14712   (1999) 
(``SBC/Ameritech Merger  Order''),  reversed  in  part  on  other 
grounds, Association of  Communications Enterprises  v. FCC,  235 
F.3d 662 (D.C. Cir. 2001).
     2    SBC refers  to SBC  Communications,  Inc. and  all  its 
affiliates, including its incumbent LECs. 
     3    Throughout this Order, we  refer to the states  located 
in Ameritech's territory prior to Ameritech's merger with SBC  as 
``the former  Ameritech states.''   These states  are:  Illinois, 
Indiana, Michigan, Ohio, and Wisconsin.  See SBC/Ameritech Merger 
Order, 14 FCC Rcd at 14719,  6.  
     4    SBC  Communications,  Inc.,   Apparent  Liability   for 
Forfeiture, Notice of Apparent  Liability for Forfeiture, 17  FCC 
Rcd 1397 (2002) (``NAL'').
     5    As we explain below, see infra   23, we find that  SBC 
has  committed  a  separate   and  distinct  violation  of   this 
requirement in each  of the five  former Ameritech states.   Each 
violation is  subject  to  the statutory  maximum  forfeiture  of 
$1,200,000, resulting in an overall forfeiture of $6,000,000.
     6    SBC/Ameritech Merger  Order, 14  FCC Rcd  at  15023-24, 
Appendix C,   56 (``paragraph  56 merger  condition'' or  simply 
``paragraph 56'').  In its entirety, paragraph 56 states: 
          Within 12 months of  the Merger Closing Date  (but 
          subject to state commission approval and the terms 
          of any  future  Commission  orders  regarding  the 
          obligation to  provide unbundled  local  switching 
          and shared transport),  SBC/Ameritech shall  offer 
          shared transport in the SBC/Ameritech Service Area 
          within  the  Ameritech  States  under  terms   and 
          conditions, other than  rate structure and  price, 
          that  are  substantially   similar  to  (or   more 
          favorable   than)   the   most   favorable   terms 
          SBC/Ameritech   offers    to    telecommunications 
          carriers in Texas as of August 27, 1999.   Subject 
          to state commission approval and the terms of  any 
          future Commission orders regarding the  obligation 
          to provide  unbundled local  switching and  shared 
          transport, SBC/Ameritech  shall continue  to  make 
          this offer, at a minimum, until the earlier of (i) 
          the date the  Commission issues a  final order  in 
          its UNE remand proceeding  in CC Docket No.  96-98 
          finding that shared transport  is not required  to 
          be  provided  by  SBC/Ameritech  in  the  relevant 
          geographic area, or (ii) the date of a final, non-
          appealable judicial decision providing that shared 
          transport  is  not  required  to  be  provided  by 
          SBC/Ameritech in the relevant geographic area.
SBC/Ameritech Merger Order, 14 FCC Rcd at 15023-24, Appendix C,  
56.
     7    NAL, 17 FCC Rcd at 1399,  7.
     8    NAL, 17 FCC Rcd at 1406,  22.
     9    47 U.S.C.  503(b); 47 C.F.R.  1.80(a).
     10   47 U.S.C.  503(b)(4); 47 C.F.R.  1.80(f).
     11   See, e.g., SBC Communications, Inc., Apparent Liability 
for Forfeiture,  Forfeiture Order,  17 FCC  Rcd 7589,  7591,   4 
(2002); Tuscola Broadcasting Co.,  Memorandum Opinion and  Order, 
76 FCC 2d 367, 371 (1980) (applying preponderance of the evidence 
standard in  reviewing Bureau  level forfeiture  order).  Cf.  47 
U.S.C.  312(d) (assigning  burden of proof  in certain types  of 
hearings to Commission).
     12   SBC  Communications,  Inc.,   Apparent  Liability   for 
Forfeiture, Response  of SBC  Communications, Inc.  to Notice  of 
Apparent Liability for Forfeiture, File No. EB-01-IH-0030  (filed 
Mar. 5, 2002) (``SBC Response'').
     13   Trinity Broadcasting of Florida  v. FCC, 211 F.3d  618, 
628 (D.C. Cir. 2000).
     14   Id. at 628.
     15   SBC/Ameritech Merger  Order, 14  FCC Rcd  at  15023-24, 
Appendix C,  56.
     16   SBC does  not  dispute  that it  was  providing  shared 
transport to  CLECs for  intraLATA toll  calls as  of August  27, 
1999.  In earlier filings,  however, SBC argued  that it was  not 
``offering'' shared transport for intraLATA toll, because it only 
allowed CLEC use  of shared  transport on that  date because  the 
Texas Public Utility Commission had temporarily enjoined it  from 
refusing to provide this service.  See  NAL, 17 FCC Rcd at  1402-
03,  13.  We rejected this contention in the NAL, and we  adhere 
to that ruling now.  Id.
     17   NAL, 17 FCC  Rcd at 1402,   13 n.28.   In the NAL,  we 
noted  that  (1)  SBC's   interconnection  agreements  in   Texas 
memorialized  its  obligation  to  offer  shared  transport   for 
intraLATA toll; (2) that  obligation existed before, during,  and 
after August 1999; (3) SBC was in fact offering shared  transport 
for intraLATA toll before, during, and after August 1999 pursuant 
to its interconnection agreements and a Texas PUC Interim  Order; 
and (4)  the  Texas  PUC  confirmed in  a  November  1999  ruling 
resolving  a  dispute  between  SBC  and  two  CLECs  that  SBC's 
interconnection agreements obliged it  to offer shared  transport 
for intraLATA toll before, during, and after August 1999.  Id.  
7,  9,  11  (citing  Birch   Telecom  of  Texas,  Ltd.,  LLP   v. 
Southwestern Bell Tel. Co., Order Issuing Interim Ruling  Pending 
Dispute Resolution, Docket Nos.  20745 & 20755  at 3 (Pub.  Util. 
Comm'n of Texas, Apr.  26, 1999); Complaint  of Birch Telecom  of 
Texas,  LTD.,  L.L.P.  and  Alt  Communications,  L.L.C.  Against 
Southwestern  Bell  Telephone  Company  For  Refusal  to  Provide 
IntraLATA Equal  Access  Functionality,  and  Complaint  of  Sage 
Telecom, Inc.  Against Southwestern  Bell Telephone  Company  For 
Violating  Unbundled   Network   Elements   Provisions   of   the 
Interconnection Agreement, Arbitration  Award, Docket Nos.  20745 
and 20755 (Pub.  Util. Comm'n  of Texas, Nov.  4, 1999)  (``Texas 
Arbitration Award'');  Complaint Of  Sage Telecom,  Inc.  Against 
Southwestern  Bell  Telephone  Company  For  Violating  Unbundled 
Network Elements  Provisions  Of The  Interconnection  Agreement, 
Docket No. 20755, and Complaint Of Birch Telecom Of Texas,  Ltd., 
L.L.P. And ALT Communications,  L.L.C. Against Southwestern  Bell 
Telephone Company For Refusal  To Provide IntraLATA Equal  Access 
Functionality, Order, Docket 20745  (Pub. Util. Comm'n of  Texas, 
Dec. 1, 1999) (approving the arbitration award)).
     18   This case is wholly different  from the cases to  which 
SBC  cites   and  from   other   similar  cases   assessing   the 
constitutionality of  agency  actions  involving  deprivation  of 
property  based   on   civil  liability.    Courts   have   found 
administrative rules to be so  unclear as to preclude  forfeiture 
or other similar action in a variety of circumstances, but not in 
circumstances similar to those present in this case, where a rule 
or order  establishes clearly  the obligations  of the  regulated 
entity.  See, e.g., Trinity Broadcasting  of Florida v. FCC,  211 
F.3d  at  618  (where  the  FCC  failed  to  provide  a  relevant 
definition for a key regulatory term, regulated entity's reliance 
on the FCC's prior interpretation of that term as it appeared  in 
a different  but  similar  regulation  was  reasonable);  General 
Electric Co. v.  EPA, 53  F.3d 1324  (D.C. Cir.  1995) (scope  of 
regulation was not clear when,  among other things, the  agency's 
interpretation of a key  term in the  regulation was contrary  to 
its ordinary meaning; the regulation was ambiguous on its face as 
to whether the conduct was prohibited; and different divisions of 
the  enforcing  agency  disagreed   about  the  meaning  of   the 
regulation); Rollins  Environmental Services,  Inc. v.  EPA,  937 
F.2d 649 (D.C. Cir. 1991)  (although the EPA's interpretation  of 
the regulation was permissible, forfeiture was improper where the 
regulation was  ambiguous  and significant  disagreement  existed 
among EPA's various offices  regarding the proper  interpretation 
of the language); Diamond Roofing Co. v. OSHRC, 528 F.2d 645 (5th 
Cir. 1976)  (citations  improper  where, inter  alia,  there  was 
disagreement among  OSHA compliance  officers as  to whether  the 
regulation applied to conduct at issue).
     19   NAL, 17 FCC Rcd 1397 (2002).
     20   NAL, 17 FCC Rcd at 1402-03,  11-13.  The  Arbitration 
Award subsequently  was  approved  by  the  Texas  Commission  on 
December 1, 1999.  See id. at 1402,  11.
     21   SBC Response at 26-27.
     22   SBC Response at 26 (citation omitted).
     23   Texas Arbitration Award at 2-3, 5-7.
     24   Texas Arbitration Award at 12-13.
     25   See NAL, 17  FCC Rcd at  1403-04,  14  & n.34.   SBC's 
argument about how  other state commissions  might interpret  the 
language in its Texas interconnection agreements is irrelevant to 
our analysis.  See SBC  Response at 27.   The Texas PUC's  ruling 
confirmed that SBC was obliged to and did offer shared  transport 
for intraLATA toll  in Texas during  August, 1999.  Paragraph  56 
required SBC to do the same in the Ameritech region.  SBC's focus 
on how other state commissions might interpret the language  from 
the  Texas  interconnection  agreements  is  entirely  misplaced.  
Paragraph 56 does not bind SBC to offer that particular  contract 
language in other states, but to fulfill the obligation  embodied 
in that language pursuant to which it must offer shared transport 
in the former Ameritech states.   
     26   Texas Arbitration  Award at  39.  The  term  ``common'' 
transport as the Texas PUC used it in the Texas Arbitration Award 
is synonymous with the term ``shared'' transport that we used  in 
the Merger Order.  SBC does not argue to the contrary.
     27   Texas Arbitration Award at 2-3.
     28   Texas Arbitration Award at 14.
     29   NAL, 17 FCC Rcd at 1400-01,  9-12.
     30   SBC  Response  at  10.   SBC  submitted  a  series   of 
declarations signed  by various  SBC  personnel who  assert  that 
their understanding was that the purpose of the shared  transport 
merger condition was ``to permit CLECs in the Ameritech region to 
use shared transport for local exchange and exchange access,  not 
for long-distance  calling.''  SBC  Response at  25 (emphasis  in 
original).  These self-interested  declarations, however,  cannot 
serve to contradict the plain  language of the merger  condition.  
Our interpretation of  that condition, set  forth at paragraph  5 
above, is  entirely  straightforward,  and the  language  of  the 
condition admits no reasonable contrary interpretation.  
     31   Implementation of the  Local Competition Provisions  of 
the Telecommunications Act  of 1996, Third  Report and Order  and 
Fourth Further Notice  of Proposed  Rulemaking, 15  FCC Rcd  3696 
(1999) (``UNE Remand Order'').
     32   See infra n.45.
     33   17 FCC Rcd at 1404-05,  17-18.
     34   NAL, 17 FCC Rcd 1397 (2002).
     35   SBC argues that  the Commission must  have intended  to 
limit the shared transport requirement to local services, because 
otherwise there would be ``no  limitation at all on an  incumbent 
LEC's obligation  to unbundle  common transmission  facilities.''  
SBC Response at 13.  By way  of example, SBC contends that  under 
such a reading, Sprint  would have to unbundle  all of its  long-
distance facilities  throughout  any  state in  which  it  is  an 
incumbent LEC.  Id.  SBC  is mistaken, however; the  unrestricted 
nature of the shared transport obligation does not lead to such a 
scenario.  Although paragraph 56 does not restrict the use of the 
shared transport  UNE  to intra  LATA  services, as  a  practical 
matter shared transport is not generally available for interLATA, 
interexchange  traffic.   Incumbent  LECs  are  not  required  to 
provide shared  transport  between  incumbent  LEC  switches  and 
serving wire centers,  which is how  an  incumbent LEC  typically 
routes interLATA, interexchange traffic in its network.  See 1997 
Shared Transport Order, 12 FCC Rcd at 12478,  29; Access  Charge 
Reform, Fifth Report  and Order  and Further  Notice of  Proposed 
Rulemaking, 14  FCC  Rcd 14221,  14226-27,   8-10  (1999).   In 
addition, Commission rules  generally prohibit  an incumbent  LEC 
from jointly  owning interexchange  transmission facilities  with 
its  long   distance  affiliate.    See,   e.g.,  47   C.F.R.    
64.1903(a)(2) (stating that  incumbent independent  LECs may  not 
jointly  own  transmission   facilities  with  their   in-region, 
interexchange services  affiliates).   An  incumbent  LEC's  long 
distance network  must be  independent from  its local  networks, 
and, therefore, as  a practical matter,  competitive LECs  cannot 
use the shared transport UNE  to transit traffic beyond the  LATA 
boundary.
     36   SBC Response at 10-16, 19-25.
     37   47 U.S.C.   251(c)(3).   This provision  was  codified 
almost verbatim at section  51.307(a) of the Commission's  rules, 
47 C.F.R.  51.307(a).
     38   See 47 U.S.C.  153(29)  (a ``network element'' is  ``a 
facility   or   equipment   used   in   the   provision   of    a 
telecommunications service . . . .''). 
     39   47 C.F.R.    51.319(d)(iii)  (emphasis  added).   Rule 
51.319 was promulgated  in the UNE  Remand Order, 15  FCC Rcd  at 
3936-51.
     40   47 C.F.R.  51.319(d) (emphasis added). 
     41   See UNE  Remand  Order,  15  FCC Rcd  at  3864,    374 
(finding  a  requesting  carrier's   ability  ``to  provide   the 
services it seeks to offer'' would be impaired without access  to 
shared transport); id. at 3842,  321 (same). 
     42   See     47     U.S.C.           153(43)      (defining 
``telecommunications'' as  ``the transmission,  between or  among 
points specified  by  the  user, of  information  of  the  user's 
choosing   .   .   .'');   47   U.S.C.      153(44)    (defining 
``telecommunications   carrier''    as    ``any    provider    of 
telecommunications services''); and 47 U.S.C.  153(46) (defining 
``telecommunications   service''    as    ``the    offering    of 
telecommunications . . .''). 
     43   See also 47 C.F.R. 51.307(a) (``An incumbent LEC  shall 
provide [UNEs], to  a requesting  telecommunications carrier  for 
the provision of a telecommunications service . . .'').   
     44   47 C.F.R.  51.309(a) (``[a]n  incumbent LEC  shall  not 
impose limitations,  restrictions,  or requirements  on  requests 
for, or the use of, unbundled network elements that would  impair 
the ability of a requesting telecommunications carrier to offer a 
telecommunications  service   in   the  manner   the   requesting 
telecommunications carrier intends.'')  Where we impose or permit 
use restrictions on UNEs, we do so explicitly, as we did with our 
rules limiting  the use  of enhanced  extended links  (``EELs'').  
See Implementation  of the  Local Competition  Provisions of  the 
Telecommunications Act of  1996, Supplemental Order,  15 FCC  Rcd 
1760 (1999); Implementation of  the Local Competition  Provisions 
of  the  Telecommunications  Act  of  1996,  Supplemental   Order 
Clarification, 15 FCC  Rcd 9587 (2000).   The Commission has  not 
adopted any  restriction  on the  use  of shared  transport,  and 
therefore under rule 51.309(a) the requesting carrier may use the 
shared transport  UNE  to provide  intraLATA  toll or  any  other 
telecommunications service it seeks to provide. 
     45   SBC's  overreaching  in  this  regard  extends  to  its 
reliance on a California state commission decision as well.   SBC 
cites to  a  California  state commission  order  that  SBC  says 
adopted the position that  ``[c]ompletion of end-user calls  over 
[the incumbent LEC's] intraLATA toll  network is not part of  the 
shared transport UNE  under the  FCC's UNE  Remand Order.''   SBC 
Response at  21, citing  Application  of AT&T  Communications  of 
California, Inc.  (U  5002  C)  et al.,  for  arbitration  of  an 
Interconnection Agreement  with  Pacific Bell  Telephone  Company 
Pursuant to Section 252(b) of the Telecommunications Act of 1996, 
Final Arbitrator's Report, A.00-01-022,  at 118-19 (Cal.  P.U.C., 
June 13, 2000).   SBC's characterization of the California  PUC's 
holding in this proceeding is misleading and incorrect.  Although 
the  arbitrator  did  adopt  the  incumbent's  position  on   the 
substantive issue in question, it was not on the grounds that SBC 
suggests.  In fact,  consistent with our  conclusion that SBC  is 
required to  offer shared  transport for  routing intraLATA  toll 
calls, the  California PUC  held that  AT&T was  entitled to  use 
shared transport to  route its  intraLATA toll  traffic over  the 
incumbent LEC's network,  as long  as it is  used in  combination 
with  unbundled  switching.   Specifically,  the  California  PUC 
concluded that,  when  a competing  carrier  purchases  unbundled 
switching from an incumbent LEC, ``that function, in  combination 
with shared transport, can be used to route . . . intraLATA  toll 
traffic.''  Therefore, even this state decision that SBC uses  in 
an effort  to blur  the  clarity of  paragraph 56  rejects  SBC's 
position that shared transport excludes intraLATA toll traffic.
     46   SBC points to the Commission's statement that  ``access 
to  transport  facilities  on  a  shared  basis  is  particularly 
important for  stimulating  initial competitive  entry  into  the 
local exchange market, because new  entrants have not yet had  an 
opportunity to determine traffic volumes and routing  patterns.''  
Implementation  of  the  Local  Competition  Provisions  in   the 
Telecommunications Act  of  1996, Interconnection  between  Local 
Exchange Carriers and Commercial Mobile Radio Service  Providers, 
Third Order  on Reconsideration  and Further  Notice of  Proposed 
Rulemaking, 12 FCC Rcd 12460,  12482,  35 (1997) (``1997  Shared 
Transport Order'').  SBC also  quotes the Commission's  statement 
that  ``the  only  carrier  that  would  need  shared   transport 
facilities would  [be]  one that  was  using an  unbundled  local 
switch,'' and maintains  that this statement,  too, was meant  to 
limit the  shared transport  obligation  to local  traffic.   SBC 
Response at 12, citing 1997 Shared Transport Order at 12488,  47 
n.127.   According  to  SBC,   these  statements  indicated   the 
Commission's intent  to  ``stimulate  competition  in  the  local 
market,'' and thus to exclude  intraLATA traffic from the  shared 
transport obligation.   SBC Response  at  12.  The  company  also 
relies on paragraph  56 itself, which  applies to the  obligation 
``to provide unbundled  local switching  and shared  transport.''  
SBC Response at  11, quoting SBC/Ameritech  Merger Order, 14  FCC 
Rcd at 15023-24, Appendix  C,  56.  None  of the statements  SBC 
cites contradicts the  plain meaning of  our rules regarding  the 
obligation to  provide the  shared transport  UNE, or,  for  that 
matter,  even  addresses  the  nature  or  scope  of  the  shared 
transport obligation.  Moreover, SBC's  repeated citation to  the 
use of the term ``local'' in reference to the ``switch'' seems to 
imply a limitation on the Commission's rules providing for  broad 
use of the switching UNE.  To the contrary, when we use the  word 
``local'' in conjunction with the word ``switch,'' the former  is 
a term descriptive of the physical switching facility itself  and 
not the services for which a  carrier may use the switch.  As  we 
concluded in the  NAL, and as  we explain in  the instant  Order, 
neither paragraph 56 nor the Commission's rules limit the use  of 
the   shared   transport   UNE   to   a   particular   type    of 
telecommunications   service.    In   addition,   despite   SBC's 
assertions to  the contrary,  and  as we  note in  the  following 
footnote, we have previously  stated that intraLATA toll  service 
affects competition in the local market.
     47   In  the   order   denying   Ameritech's   section   271 
application for the state  of Michigan, we addressed  allegations 
that Ameritech was refusing to provide intraLATA toll service  to 
CLEC  customers,   and   we  emphasized   our   ``concerns   that 
discontinuing or  refusing to  offer  intraLATA toll  service  to 
customers that elect to switch to another local service offer may 
threaten a competing LEC's ability to compete effectively in  the 
local market and thus may be inconsistent with the procompetitive 
goals of  the  1996  Act.''  Application  of  Ameritech  Michigan 
Pursuant to Section  271 of  the Communications Act  of 1934,  as 
amended, to Provide  In-Region, InterLATA  Services in  Michigan, 
Memorandum Opinion and Order, 12 FCC Rcd 20543, 20738-40,  377-
378 (1997).  See also id. at 20738,  377 (expressing  ``concerns 
that Ameritech is effectively  stifling competition in the  local 
exchange market by refusing to provide intraLATA toll service  to 
competing LEC customers'') (emphasis added).
     48   SBC Response at 8-9,  33 (citing  Trinity  Broadcasting 
of Florida v. FCC, 211 F.3d at 618; General Electric Co. v.  EPA, 
53 F.3d at 1328).
     49   NAL, 17 FCC Rcd at 1405,  18.
     50   See supra  13-14. 
     51   NAL, 17 FCC Rcd at 1404-05,  17.
     52   SBC response at 16-17.
     53   The  merger  condition  sunset  provision  of   general 
applicability provides  for  independent sunsets  for  particular 
conditions.  SBC/Ameritech Merger Order, 14  FCC Rcd at 14858,   
359.   The  paragraph  56  shared  transport  obligation   sunset 
provision is  conditioned  on the  events  we describe  in  text, 
rather than on a particular date. 
     54   SBC/Ameritech Merger  Order, 14  FCC Rcd  at  15023-24, 
Appendix C,  56.
     55   The recent D.C. Circuit Court decision in United States 
Telecom Association, et al. v. FCC, et al., 290 F.3d 415  (2002), 
does not undermine our  analysis.  The court  did not vacate  the 
UNE Remand Order. 
     56   47  U.S.C.     503(b)(1)(A).   Specifically,   section 
503(b)(1) states,  in pertinent  part: ``[a]ny  person who  [has] 
willfully or repeatedly failed  to comply substantially with  the 
terms and  conditions of  any  license, permit,  certificate,  or 
other instrument or authorization issued by the Commission . .  . 
shall be liable to the United States for a forfeiture  penalty.''  
Id. 
     57   47  U.S.C.    503(b)(1)(A);  see  also  47  C.F.R.    
1.80(a)(1).
     58   See, e.g., 47 U.S.C.   312(f)(1) (defining willful  as 
``the conscious and deliberate  commission or omission of   [any] 
act, irrespective of any intent to violate any provision of  this 
Act or  any rule  or regulation  of the  Commission'');  Southern 
California Broadcasting  Company, 6  FCC  Rcd 4387,  4388  (1991) 
(discussing legislative  history  of section  312(f)(1)  and  its 
applicability  to   section   503(b)   forfeiture   proceedings); 
Liability of Chesapeake Broadcasting Corp., Licensee of AM  Radio 
Station WASA, Havre  de Grace, MD,  for a Forfeiture,  Memorandum 
Opinion and Order, 2  FCC Rcd 252, 253,   9-10 (1987)  (stating 
that, in the forfeiture context,  willfulness is not ``an  intent 
to deceive the Commission or to violate the Act or the Rules.'').
     59   The  Commission  may  also  assess  a  forfeiture   for 
violations that are merely repeated, and not willful.  See, e.g., 
Callais Cablevision,  Inc.,  Grand  Isle,  Louisiana,  Notice  of 
Apparent Liability for Montary Forfeiture, 16 FCC Rcd 1359 (2001) 
(issuing a Notice of Apparent Liability for, inter alia, a  cable 
television operator's  repeated  signal leakage).    ``Repeated'' 
merely means  that the  act was  committed or  omitted more  than 
once, or  if it  lasts more  than one  day.  Southern  California 
Broadcasting Co.,  Licensee,  Radio  Station  KIEV(AM)  Glendale, 
California,  6  FCC   Rcd  4387,  4388,     5  (1991);   Callais 
Cablevision, Inc.,  Grand  Isle, Louisiana,  Notice  of  Apparent 
Liability for Monetary Forfeiture, 16 FCC Rcd  at 1362,  9.   In 
this case,  SBC  refused to  comply  with multiple  requests  for 
shared transport to route intraLATA  calls in each of the  former 
Ameritech states, and  for more  than one day  on each  occasion.  
Thus, the acts addressed here  were repeated as well as  willful, 
and support a forfeiture on those grounds as well.
     60   NAL, 17 FCC Rcd at 1405-06,  20.
     61   47  U.S.C.    503(b)(2)(B);  see  also  47  C.F.R.    
1.80(b)(2);  see  also  Amendment  of  Section  1.80(b)  of   the 
Commission's Rules, Adjustment  of Forfeiture  Maxima to  Reflect 
Inflation, Order, 15 FCC Rcd 18221 (2000).
     62   47 U.S.C.   503(b)(2)(D);  see also  The  Commission's 
Forfeiture Policy Statement and Amendment of Section 1.80 of  the 
Rules to Incorporate the Forfeiture Guidelines, 12 FCC Rcd 17087, 
17100 (1997) (``Forfeiture Policy Statement''); recon. denied  15 
FCC Rcd 303 (1999); 47 C.F.R.  1.80(b)(4).
63        Forfeiture Policy Statement, 12 FCC Rcd at 17099-100. 
     64   SBC 2001 Annual Report at 4.
     65   SBC Response at 31.
     66   Commission's Forfeiture Policy Statement and  Amendment 
of Section  1.80  of  the Rules  to  Incorporate  the  Forfeiture 
Guidelines, Report  and Order,  12  FCC Rcd  17087, 17101,    29 
(1997).
     67   SBC Response at 31-32.
     68   SBC describes  its obligation  as simply  ``to  provide 
AIN-based shared  transport throughout  the Ameritech  region  by 
October 8,  2000.''   SBC  Response  at  32.   SBC  substantially 
understates  the  extent  of  its  obligation.   Nothing  in  the 
SBC/Ameritech Merger Order indicates  that SBC's only  obligation 
was to  implement  an  AIN-based system.   SBC  is  obligated  to 
provide shared transport under terms  and conditions - all  terms 
and conditions (except for  pricing) substantially similar to  or 
better than those it offered in Texas.
     69   SBC Response at 32.
     70   The  records  of  proceedings  in  each  of  the   five 
Ameritech states  document  these  requests,  as  well  as  SBC's 
refusal to  honor them.   See,  e.g., Investigation  Into  Tariff 
Providing Unbundled Local Switching With Shared Transport, Order, 
Case No. 00-0700  (Ill. Commerce  Comm., Nov.  1, 2000),  Exhibit 
1(v)  to  Sworn   Statement  of  Deborah   A.  Golden   (``Golden 
Exhibit''), submitted  with Letter  from  Sandra L.  Wagner,  SBC 
Telecommunications, Inc., to  Warren Firschein, Attorney,  Market 
Disputes Resolution Division, Enforcement Bureau, FCC, dated  May 
2, 2001 (``SBC May 2 Response'') (investigating an Illinois  Bell 
Telephone Company  tariff on  the  issue of  whether  Ameritech's 
restrictions on the  shared transport  offering are  appropriate, 
and specifically whether shared transport should be available for 
use by CLECs in transporting their intraLATA toll traffic);  AT&T 
Communications of  Indiana, Inc.  TCG Indianapolis  Petition  for 
Arbitration of Interconnection  Rates, Terms  and Conditions  and 
Related Arrangements with  Indiana Bell  Telephone Company,  Inc. 
d/b/a  Ameritech  Indiana  Pursuant  to  Section  252(b)  of  the 
Telecommunications Act of 1996, Ameritech Indiana's Submission of 
Proposed Order, Cause No. 40571-INT-03 at 69-71 (Ind. Util.  Reg. 
Comm'n, filed Oct. 10,  2000), Golden Exhibit 1(b)  of SBC May  2 
Response (proposed ruling that  Ameritech should be permitted  to 
prohibit AT&T's  use  of  shared  transport  for  intraLATA  toll 
traffic); AT&T Communications, Inc.'s Petition for Arbitration of 
Interconnection  Rates,  Terms,   and  Conditions,  and   Related 
Arrangements with Ameritech  Ohio, Ameritech  Ohio's Response  to 
AT&T's Petition for  Arbitration, Case No.  00-1188-TP-ARB at  19 
(Pub. Util. Comm'n of Ohio, filed July 25, 2000), Golden  Exhibit 
1(k) of  SBC May  2 Response  (arguing that  AT&T should  not  be 
permitted to  use shared  transport for  intraLATA toll  traffic; 
Application of  Ameritech  Michigan  for  Approval  of  a  Shared 
Transport Cost Study and Resolution of Disputed Issues Related to 
Shared Transport, Ameritech Michigan's  Reply Brief, Case No.  U-
12622  (Mich.  Pub.  Serv.  Comm'n,  filed  December  28,   2000) 
(defending  a  tariff  filing  that  prohibited  use  of   shared 
transport  for  intraLATA  toll  service);  Ameritech  Michigan's 
Exceptions to the  Proposal for Decision  at 4-8 (filed  February 
12, 2001), Golden  Exhibit 1(h)  of SBC May  2 Response  (arguing 
that the Merger Order does not require Ameritech to allow the use 
of shared  transport for  intraLATA toll  service); Petition  for 
Arbitration to Establish an Interconnection Agreement Between Two 
AT&T Subsidiaries, AT&T Communications of Wisconsin, Inc. and TCG 
Milwaukee, and Wisconsin Bell, Inc. (d/b/a Ameritech  Wisconsin), 
Ameritech Wisconsin's Initial Post-Hearing Brief, Docket No.  05-
MA-120 at 74 (Pub. Serv. Comm'n of Wisconsin, filed September 22, 
2000), Golden Exhibit 1(o)  of SBC May  2 Response (arguing  that 
Ameritech  may  prohibit  AT&T's  use  of  shared  transport  for 
intraLATA toll traffic).
     71   SBC reminds us that it deployed an Advanced Intelligent 
Network-based  shared  transport  product  as  required  by   the 
SBC/Ameritech  Merger   Order,   and   concludes   that   ``[t]he 
Commission's resort to the statutory  maximum is thus wholly  out 
of proportion to  what SBC  is alleged  to have  done wrong,  and 
fails entirely  to acknowledge  what it  has done  right.''   SBC 
Response at 32.   However, the  mere act of  compliance with  one 
portion of the law does not insulate SBC from the consequences of 
significant noncompliance with  a different portion  of the  law.  
Regulated entities must comply with all requirements, and  should 
expect significant enforcement  action where, as  here, there  is 
significant noncompliance.
     72   47 U.S.C.  503(b).
     73   47 C.F.R.  1.80.
     74   Id.
     75   47 U.S.C.  504(a).