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                       CONSENT DECREE

                      I.  Introduction

     1.   The  Enforcement Bureau  (the  ``Bureau'') of  the 
Federal Communications Commission (the ``Commission'' or the 
``FCC'') and SBC Communications, Inc. (``SBC'') hereby enter 
into this Consent  Decree for the purpose  of terminating an 
informal Bureau investigation into SBC's compliance with the 
Merger Conditions imposed by  the Commission in 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, CC  Docket No, 98-141, Memorandum  Opinion and Order, 
14 FCC Rcd 14712 (1999) (``SBC-Ameritech Merger Order'').  

                       II.  Background

     2.   On  October  8,  1999,  the  Commission  approved, 
subject to explicit conditions, the transfer of licenses and 
lines  from  Ameritech  Corp.   (``Ameritech'')  to  SBC  in 
connection with the merger of  the two companies.  To offset 
the potential harms arising out of the merger, SBC proposed, 
and the Commission adopted,  a series of conditions intended 
to  enhance   local  competition   and  to   strengthen  the 
incentives  of   SBC  to  expand  competition   outside  its 
territories (the ``Merger Conditions'').  

     3.   Specifically, Condition  VII of  the SBC-Ameritech 
Merger  Order   requires  SBC   to  file   publicly  monthly 
performance  measurement  data  under  a  Carrier-to-Carrier 
Performance  Assurance  Plan (``Performance  Plan'').1   The 
Performance Plan requires SBC to report, on a monthly basis, 
its performance  in 20 different categories  or metrics that 
are broken down into  sub-metrics and that address functions 
that can affect SBC's local competitors and their customers.  
These   categories  cover   key  aspects   of  pre-ordering, 
ordering, provisioning, maintenance  and repair, and billing 
associated  with  unbundled   network  elements  (``UNEs''), 
interconnection, and resold services.  Under the Performance 
Plan, SBC must make voluntary  payments to the U.S. Treasury 
if it fails to meet the performance standards established in 
the Plan.   SBC is  subject to voluntary  payments of  up to 
$1.125  billion   over  three   years  for   continued  poor 
performance.2   Such  payments   are  voluntary  performance 
measurements  payments  and  are not  fines,  penalties,  or 
forfeitures.    

     4.   In addition, Condition  XXVII of the SBC-Ameritech 
Merger Order requires SBC  to engage annually an independent 
auditor  to   examine  SBC's  compliance  with   the  Merger 
Conditions.   The  annual audit  is  intended  to provide  a 
thorough and systematic evaluation  of SBC's compliance with 
the Merger Conditions and  the sufficiency of SBC's internal 
controls.  

     5.   On March 15,  2001, the Bureau issued  an Order of 
Forfeiture for  SBC's failure to report  certain performance 
data in  its monthly performance reports  in accordance with 
published  business rules  in  the  Performance Plan.3   The 
Bureau ordered SBC to  forfeit $88,000 for data inaccuracies 
submitted  by  SBC  for  the  period  from  January  through 
November 2000.

     6.   On  August  30,  2002,  Ernst  &  Young  (``E&Y'') 
completed its audit report  addressing SBC's compliance from 
January 1, 2001, through December  31, 2001, with certain of 
the  merger conditions  (``E&Y Audit  Report'').  The  Audit 
Report  stated that  certain of  the data  in SBC's  monthly 
performance filings contained performance reporting errors.4  
The Audit Report  noted a variety of causes  of such errors, 
primarily  involving  programming  and  data  entry  errors, 
incorrect classification of data, and improper inclusion and 
omission  of  certain  data from  calculations.   Errors  in 
performance reports can affect the amount of SBC's voluntary 
payments for failing to meet performance levels specified in 
the Performance  Plan.  SBC  has reported to  the Commission 
similar  performance reporting  errors  and restatements  in 
reports  filed for  the January  2002 through  February 2003 
time period.  

     7.   SBC asserts  that, despite its best  efforts, some 
material and  immaterial data discrepancies  are inevitable, 
primarily as a result of  the sheer volume and complexity of 
the data that  must be collected, reviewed  and reported and 
the short timeframe in which the monthly performance reports 
must be  prepared.  The  Bureau's view is  that SBC  has not 
taken sufficient  measures to minimize discrepancies  in its 
reported data.

     8.   In  the spring  of 2002,  the Bureau  initiated an 
Investigation into  SBC's potential non-compliance  with the 
SBC-Ameritech Merger Order during the time period covered by 
the 2001 E&Y  Audit Report and continuing  through 2002.  In 
particular,  the  Bureau's  Investigation focused  on  SBC's 
compliance  with   the  Performance  Plan   requirements  in 
Condition VII of the SBC-Ameritech Order.  

                      III.  Definitions

     9.   For  the  purposes  of  this  Consent  Decree  the 
following definitions shall apply:

          (a)  ``Commission'' or  ``FCC'' means  the Federal 
               Communications Commission.

          (b)  ``Bureau''  means the  Enforcement Bureau  of 
               the Federal Communications Commission.

          (c)  ``SBC'' means SBC Communications Inc. and any 
               subsidiaries.

          (d)  ``Parties'' means SBC and the Bureau.

          (e)  ``Adopting  Order''  means  an Order  of  the 
               Bureau adopting  the terms and  conditions of 
               this Consent Decree.

          (f)  ``Effective  Date'' means  the date  on which 
               the Bureau releases the Adopting Order.

          (g)  ``Investigation''  means   the  investigation 
               initiated by the Bureau regarding the matters 
               discussed  in paragraph  6 above,  concerning 
               SBC's conduct  for performance  reports filed 
               for the months  January 2001 through February 
               2003. 

                       IV.  Agreement

     10.  SBC  agrees and  the Bureau  warrants that  it has 
jurisdiction  over the  matters  contained  in this  Consent 
Decree  and  the authority  to  enter  into and  adopt  this 
Consent Decree and any Order adopting the Consent Decree.

     11.  The  Parties  agree   and  acknowledge  that  this 
Consent Decree  shall constitute a final  settlement between 
SBC  and  the  Bureau  of the  Bureau's  Investigation.   In 
consideration   for   the   termination  of   the   Bureau's 
Investigation in  accordance with the terms  of this Consent 
Decree, SBC  agrees to the terms,  conditions and procedures 
contained herein  and in  the accompanying  Compliance Plan.  
To help  ensure SBC's  future compliance  with the  Act, the 
Commission's rules, and the  SBC-Ameritech Merger Order, SBC 
agrees to  implement the specific measures  contained in the 
Compliance   Plan  attached   hereto  and   incorporated  by 
reference, effective 45 days after the release of the Order.  

     12.  SBC and the Bureau  agree that this Consent Decree 
does not constitute either an adjudication of the merits, or 
any   factual  or   legal   finding   or  determination   of 
noncompliance by  SBC with the  requirements of the  Act, as 
amended,   with  the   Commission's  rules,   or  with   the 
requirements of the SBC-Ameritech Merger Order.  The parties 
agree that  this Consent  Decree is for  settlement purposes 
only and that  by agreeing to this Consent  Decree, SBC does 
not admit or deny any noncompliance, violation, or liability 
associated  with  or arising  from  any  alleged actions  or 
failures, or in any informal complaints, ex partes, or other 
information  the  Commission  received   on  or  before  the 
Effective Date of this Consent Decree.

     13.  SBC  agrees   that  it  shall  make   a  voluntary 
contribution to the United States  Treasury in the amount of 
$250,000 (two hundred fifty  thousand dollars) in connection 
with its  compliance with the Performance  Plan from January 
2001  through  February 2003.   This  amount  shall be  paid 
within 30 days of the date  on which the order adopting this 
Consent Decree  becomes final.   Such contribution  shall be 
made,  without further  protest  or  recourse, by  certified 
check, cashiers  check, wire transfer, or  money order drawn 
to the  order of the Federal  Communications Commission, and 
shall  be  mailed  to  the  Forfeiture  Collection  Section, 
Finance Branch, Federal  Communications Commission, P.O. Box 
73482, Chicago, Illinois 60673-7482, or be submitted by wire 
transfer according  to instructions provided by  the Bureau.  
Reference  should be  made on  the check  or money  order to 
``Acct. No. 200332080011.''

     14.  In  express   reliance  upon  the   covenants  and 
representations contained in this Consent Decree, the Bureau 
agrees to terminate the Investigation.  

     15.  The  Bureau  agrees  that,   based  on  the  facts 
developed  in  this  Investigation  and in  the  absence  of 
material new  evidence related to  this matter, it  will not 
use the  facts developed  in this Investigation  through the 
Effective Date  of the  Consent Decree  or the  existence of 
this Consent Decree to institute, on its own motion, any new 
proceeding, formal  or informal, or  take any action  on its 
own motion  against SBC  concerning its compliance  with the 
Performance  Plan required  by the  merger conditions.   The 
Bureau also agrees that, based on the facts developed in the 
Investigation, and  in the absence of  material new evidence 
related to this matter, it  will not use the facts developed 
in  this Investigation  through the  Effective Date  of this 
Consent Decree  or the existence  of this Consent  Decree to 
institute  on  its  own  motion any  proceeding,  formal  or 
informal, or take  any action on its own  motion against SBC 
with  respect to  its  basic  qualifications, including  its 
character  qualifications, to  be a  Commission licensee  or 
with respect  to compliance with the  Commission's rules and 
policies.

     16.  Nothing in  this Consent Decree shall  prevent the 
Commission  from adjudicating  complaints filed  pursuant to 
section 208 of the Communications Act, as amended, 47 U.S.C. 
 208, against SBC or  its affiliates for alleged violations 
of the SBC-Ameritech Merger Order,  or for any other type of 
alleged misconduct, regardless of  when such misconduct took 
place.   If any  such  complaint is  made, the  Commission's 
adjudication of that  complaint will be based  solely on the 
record  developed  in  that  proceeding.   Nothing  in  this 
Consent Decree shall prevent the Commission from instituting 
new  investigations or  enforcement proceedings  against SBC 
pursuant to sections 4(i), 403 and 503 of the Communications 
Act in the event of any alleged future misconduct.

     17.  In the  event that SBC  is found by the  Bureau to 
have  engaged in  a  violation of  the SBC-Ameritech  Merger 
Order subsequent to  the release of the  Adopting Order, the 
Bureau reserves the right  to consider the conduct described 
in paragraph 6 above in determining an appropriate sanction.  
If such conduct  is considered by the  Bureau in determining 
an  appropriate  sanction, SBC  will  not  be estopped  from 
litigating the issues  of whether such conduct  or the facts 
involved in  such conduct actually  violated the Act  or the 
Commission's  rules, the  merits  of SBC's  conduct, or  the 
relevance or weight  to be given such  conduct under section 
1.80 of the Commission's rules.

     18.  SBC's decision  to enter into this  Consent Decree 
is expressly  contingent upon issuance  of an Order  that is 
consistent with  this Consent  Decree, and which  adopts the 
Consent Decree without change, addition or modification.

     19.      SBC waives  any and all rights it  may have to 
seek  administrative  or judicial  reconsideration,  review, 
appeal or  stay, or  to otherwise  challenge or  contest the 
validity  of this  Consent  Decree and  the Adopting  Order, 
provided the Order adopts the Consent Decree without change, 
addition, or modification.

     20.      SBC  waives any rights  it may have  under any 
provision of  the Equal  Access to Justice  Act, 5  U.S.C.  
504.

     21.       In  the event  that  this  Consent Decree  is 
rendered  invalid by  any court  of competent  jurisdiction, 
this Consent Decree  shall become null and void  and may not 
be used in any manner in any legal proceeding.

     22.       If  either Party  (or  the  United States  on 
behalf  of  the  Commission)  brings a  judicial  action  to 
enforce the terms of the Adopting Order, neither SBC nor the 
Commission shall contest the  validity of the Consent Decree 
or the Adopting Order, and SBC and the Commission will waive 
any statutory right  to a trial de novo with  respect to any 
matter upon  which the  Adopting Order  is based,  and shall 
consent  to  a  judgment  incorporating the  terms  of  this 
Consent Decree.

     23.      SBC  agrees that any violation  of the Consent 
Decree  or the  Adopting  Order will  constitute a  separate 
violation of a Commission order, entitling the Commission to 
exercise any rights or remedies attendant to the enforcement 
of a Commission order.

     24.       This   Consent  Decree   may  be   signed  in 
counterparts.


For the Enforcement Bureau              For SBC 
Communications Inc.
Federal Communications Commission       


________________________________        
________________________________
David H. Solomon                   James Smith
Chief                              Senior Vice President-
Federal Regulatory                                SBC 
Telecommunications, Inc. 



_______________________________         
________________________________
Date                          Date
                     COMPLIANCE PLAN OF
                   SBC COMMUNICATIONS INC.

     Pursuant to the foregoing Consent Decree, SBC 
Communications Inc. (``SBC'') will establish a formal 
compliance program, which will consist of the following 
remedial actions:
     25.  Implementation of Control Process
SBC will implement the following enhancements to the 
controls and processes for managing the integrity of the 
data it reports monthly to the FCC pursuant to the 
Performance Plan adopted in the SBC/Ameritech Merger Order :  
(1) review data at key stages of production to facilitate 
data continuity; (2) validate data and perform trend 
analysis to identify and investigate material outlying 
results; (3)  review results to assess implementation of new 
or changed requirements; and (4) maintain data files as 
required for document retention purposes.  
The performance of SBC data providers and data reporters 
will be reviewed to assess their ability to deliver 
performance data pursuant to the Performance Plan adopted in 
the SBC/Ameritech Merger Order in a timely and accurate 
manner, and their errors will be identified and analyzed for 
error prevention activities in order to reduce their 
recurrence.  
SBC will have implemented these controls and processes 
within 45 days of the Effective Date of the foregoing 
Consent Decree.                         
     26.  Regulatory Compliance Group Oversight. 
SBC's Regulatory Compliance Group and a designated steering 
committee will review the performance reporting conducted by 
SBC pursuant to the Merger Conditions set forth in the 
SBC/Ameritech Merger Order and the processes and controls 
implemented pursuant to this Compliance Plan.  The steering 
committee will be comprised of SBC senior management 
personnel from across applicable SBC regions.  The primary 
goals of the steering committees will be to ensure that 
there are reasonable assurances that the performance as 
measured and reported by SBC pursuant to the Performance 
Plan adopted in the SBC/Ameritech Merger Order is materially 
equivalent to the performance that SBC has actually 
delivered.  The steering committee will oversee the 
processes and controls implemented pursuant to this 
Compliance Plan.  The steering committee will oversee the 
following principal efforts:
              Examine SBC's processes for reviewing 
               reporting accuracy and assessing whether SBC 
               appropriately captures, processes and reports 
               performance information in accordance with 
               the applicable business rules pursuant to the 
               Performance Plan adopted in the SBC/Ameritech 
               Merger Order. 
              Conduct analysis of sample metrics data sets 
               and change controls between data providers 
               and data reporters to assess metric accuracy 
               and business rule compliance pursuant to the 
               Performance Plan adopted in the SBC/Ameritech 
               Merger Order. 
              Review monthly performance and data accuracy 
               and identify issues and appropriate 
               corrective actions pursuant to the 
               Performance Plan adopted in the SBC/Ameritech 
               Merger Order.  
SBC will have implemented these activities within 45 days of 
the Effective Date of this Consent Decree.
     27.  True-Up Process
SBC will establish a process for performing a true-up of any 
errors in the calculation of any voluntary payments required 
under the Performance  Plan no later than 90  days after the 
Effective Date  of this Consent  Decree.  No later  than 180 
days after  the Effective Date  of this Consent  Decree, SBC 
will  apply  its  true-up  process to  any  errors  for  the 
performance measurement  reports  filed in  the twelve-month 
period  immediately  preceding  the  date  of  this  Consent 
Decree.
     28.  Submission to the Enforcement Bureau 
SBC will include in its Annual Compliance Report submitted 
pursuant to Merger Condition XXVI of the SBC/Ameritech 
Merger Order, a report on the implementation of the controls 
and processes set forth in this Compliance Plan. 
     29.  Compliance audit 
An assessment of whether the Company has implemented the 
controls and processes set forth in this Compliance Plan, 
and performed any necessary true-ups to any voluntary 
payments as set forth in the True-up Process, will be 
included in the annual independent audit conducted pursuant 
to Merger Condition XXVII of the SBC/Ameritech Merger Order.
     30.  Term of Consent Decree 
The terms of this Compliance Plan will expire when the 
related Merger Conditions expire in accordance with the 
terms of the SBC/Ameritech Merger Order, or subsequent 
orders by the Commission or its delegated authority 
concerning the merger.  The terms of the Compliance Plan 
shall no longer apply to SBC performance data for a state 
once performance reports for that state are no longer 
required under the terms of the SBC/Ameritech Merger Order.  
To the extent any state is removed from the Performance Plan 
within 45 days of the Effective Date of this Consent Decree, 
the terms of this Compliance Plan shall not apply to SBC 
performance data for such state.



                               

_________________________

1 SBC-Ameritech Merger Order at Appendix C,  23-24 and 
Attachment A.

2 Id. at Appendix C,  23.

3 SBC Communications, Inc. Apparent Liability for 
Forfeiture, Order of Forfeiture, 16 FCC Rcd 5535 (Enf. Bur. 
2001), aff'd, Order on Review, 16 FCC Rcd 12306 (2001).  

4 Audit Report at 6 and Attachment A.