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                         Before the
              Federal Communications Commission
                   Washington, D.C. 20554


In the Matter of                  )
                                 )
Qwest Corporation                 )   File No. EB-03-IH-0263
                                 )   NAL Acct. No. 200432080022
Apparent Liability for            )   FRN No. 0001-6056-25
Forfeiture                        )


                NOTICE OF APPARENT LIABILITY
                       FOR FORFEITURE

   Adopted:  March 11, 2004             Released:  March 12, 
2004

By the Commission:  Chairman Powell issuing a statement.    

I.   INTRODUCTION

     1.   In   this  Notice   of   Apparent  Liability   for 
Forfeiture   (``NAL'')  we   find  that   Qwest  Corporation 
(``Qwest'')1   is  apparently   liable  for   willfully  and 
repeatedly  violating its  statutory obligations  in section 
252(a)(1) of the Communications Act of 1934, as amended (the 
``Act'')2 by  failing to file 46  interconnection agreements 
with the Minnesota  Public Utilities Commission (``Minnesota 
Commission'') and Arizona  Corporation Commission (``Arizona 
Commission'') for approval under section 252.3  Based on our 
review  of  the  facts and  circumstances  surrounding  this 
matter, we find that Qwest  is apparently liable for a total 
forfeiture of $9 million.  

     2.   We propose a forfeiture of such size against Qwest 
because of Qwest's disregard  for the filing requirements of 
section 252(a)  of the Act  and the Commission's  orders and 
the  potential anticompetitive  effects of  Qwest's conduct.  
Qwest's failure  to comply  with section  252(a) of  the Act 
undermines the  effectiveness of  the Act  and our  rules by 
preventing  competitive LECs  (or  ``CLECs'') from  adopting 
interconnection  terms otherwise  available only  to certain 
favored CLECs.   Despite our clear and  repeated instruction 
regarding  the  section  252(a)  filing  obligations,  Qwest 
apparently  withheld  dozens of  interconnection  agreements 
from  state  commissions until  it  was  ready to  seek  our 
approval  to provide  in-region, interLATA  service for  the 
relevant states.4   In Minnesota  and Arizona, the  last two 
states for  which Qwest  sought section 271  approval, Qwest 
delayed filing  46 interconnection agreements  until several 
years after  the agreements  were executed and  months after 
filing similar agreements in other states.  These agreements 
were filed long after we  had clarified, and reiterated, the 
filing  requirements of  section 252(a)(1).   Indeed, months 
after  Qwest  assured  us  that  it had  filed  all  of  its 
previously unfiled  interconnection agreements,  Qwest filed 
an additional  53 agreements  in six  states, some  of which 
date back to 1998.5

     3.   Qwest's actions  are egregious  because, according 
to  Qwest documents,  Qwest  company policy  since May  2002 
explicitly requires  filing such  agreements with  the state 
commissions, in compliance with section 252(a).  Rather than 
filing the agreements at issue here, however, Qwest withheld 
them  apparently until  it  was ready  to  seek section  271 
approval from  the Commission.   As we discuss  below, Qwest 
admits that its  decision to file its  34 unfiled agreements 
in  Minnesota  ``was influenced  by  the  fact that  it  was 
preparing  to  file its  application  for  271 authority  in 
Minnesota.''6   Qwest further  admits that  the impetus  for 
filing twelve previously unfiled agreements with the Arizona 
Commission was not to comply with the Act but rather because 
``[b]y  May, Qwest  was less  concerned that  such a  filing 
might be treated as an  admission of liability and result in 
material penalties.''7  Qwest's cavalier attitude toward the 
Act's filing  requirements shows a disregard  for Congress's 
goals of opening local markets to competition and permitting 
interconnection on  just, reasonable,  and nondiscriminatory 
terms.   As we  have  stated previously,  we ``consider  any 
filing delays to be extremely serious.''8  The forfeiture we 
propose here today reflects the gravity and scope of Qwest's 
apparent violations.

II.  BACKGROUND

     4.   Section  252(a)(1)   of  the   Communications  Act 
requires   incumbent  LECs   to  negotiate   interconnection 
agreements with CLECs.9  Once finalized, the agreements must 
be submitted to state commissions for approval under section 
252(e).10  As we observed in the Local Competition Order, 

     requiring filing of all interconnection agreements 
     best promotes  Congress's stated goals  of opening 
     up  local markets  to competition,  and permitting 
     interconnection    on   just,    reasonable,   and 
     nondiscriminatory terms.  State commissions should 
     have the opportunity to  review all agreements . . 
     .   to  ensure   that  such   agreements  do   not 
     discriminate  against third  parties, and  are not 
     contrary to the public interest.11  

After an interconnection agreement  is approved by the state 
commission, other carriers may  adopt the terms, conditions, 
and rates in the agreement pursuant to section 252(i).12  

     5.   For more than two  years, we and states throughout 
Qwest's region have examined  whether Qwest has violated its 
statutory duty to file its interconnection agreements.  This 
scrutiny began during the summer of 2001, when the Minnesota 
Department  of   Commerce  (``Minnesota  DOC'')   sought  to 
determine   if  Qwest   was   engaging  in   anticompetitive 
conduct.13  On February 14, 2002,  the Minnesota DOC filed a 
complaint with  the Minnesota Commission claiming  Qwest had 
violated state  and federal law  by not seeking  section 252 
approval for eleven agreements between Qwest and competitive 
LECs.14  Soon thereafter, several other state commissions in 
Qwest's region, including  the Arizona Commission, initiated 
similar investigations.15

     6.   As the state investigations proceeded, Qwest filed 
a petition with this Commission on April 23, 2002, seeking a 
declaratory  ruling  on  what types  of  agreements  between 
incumbent  LECs and  their  competitors are  subject to  the 
mandatory filing and  state commission approval requirements 
of  section  252.16   Qwest argued  that  section  252(a)(1) 
required filing and state approval  only for a ``schedule of 
itemized charges'' and related service descriptions.17

     7.   Notwithstanding   the   position  taken   in   its 
petition, in May 2002,  Qwest informed the state commissions 
in its region of a new policy of filing all new ``contracts, 
agreements, and letters of understanding'' between Qwest and 
competitive  LECs  that  ``create obligations  to  meet  the 
requirements  of Section  251(b) or  (c) on  a going-forward 
basis.''18  Qwest  also announced  the formation of  a ``new 
committee comprised  of senior managers from  Legal Affairs, 
Public  Policy,  Wholesale Business  Development,  Wholesale 
Service Delivery,  and Network as  well as a Policy  and Law 
Regulatory Attorney'' to review  and determine whether Qwest 
must  file   particular  agreements  under   section  252.19  
According to  Qwest, ``[t]hrough the new  committee process, 
and the broad standard it applies, Qwest is ensuring that it 
will file and  obtain necessary PUC approval  for all future 
negotiated agreements with CLECs.''20  

     8.   On August 1, 2002, this committee ? referred to in 
Qwest   documents  as   the  ``Wholesale   Agreement  Review 
Committee'' ? met via conference call.  According to various 
drafts  of  the  minutes  of  this  meeting,  the  committee 
discussed the treatment of new agreements versus preexisting 
agreements.21  The  minutes indicate that Qwest  had decided 
to  treat pre-existing  unfiled agreements  differently from 
new  agreements. 22   According  to an  early  draft of  the 
minutes, ``[p]ast ancillary agreements  are being handled by 
the litigation  team.  Going  forward, all  future ancillary 
agreements  are  to  be  filed  with  the  respective  state 
commission(s) out of an abundance of caution though they may 
be `form  contracts' not subject to  [section] 252.''23  The 
minutes also  state:  ``Issue:   do we need  to go  back and 
file  old agreements  handled  by  the litigation  team?''24  
Handwritten notes next to this question state:  ``Litigation 
to analyze.''25   A subsequent draft of  the meeting minutes 
deletes these references to the ``litigation team.''26

     9.   On August  20, 2002, as the  Commission considered 
Qwest's applications  for section  271 approval for  nine of 
its fourteen in-region  states, 27 Qwest informed  us of its 
May  2002   letters  to  the  state   commissions.28   Qwest 
indicated that  pursuant to  its May  2002 policy,  it would 
file all new agreements that include provisions creating on-
going obligations  that relate  to Section 251(b)  or (c).29  
Qwest  did  not, however,  commit  to  file all  such  prior 
unfiled agreements for all states.30  

     10.  Soon thereafter, in late September 2002, the Qwest 
Wholesale   Agreement   Review  Committee   provided   Qwest 
employees with a ``Training Outline for CLEC Agreements.''31  
Qwest  told its  employees  that ``[s]ection  252(a) of  the 
Telecommunications  Act requires  that  all agreements  with 
CLECs  in   Qwest's  fourteen   state  region   relating  to 
`interconnection,  services or  network  elements' shall  be 
filed with the state  commissions for approval under Section 
252(e).''32  The outline also gave nearly two dozen examples 
``of the types of agreements with CLECs in Qwest's fourteen-
state region  that need to be  filed,'' including ``services 
that  are  also  reflected   in  the  SGATs  [Statements  of 
Generally Acceptable Terms].''33 

     11.  On October  4, 2002, we ruled  on Qwest's petition 
for a declaratory ruling.34  As noted above, notwithstanding 
its more recent statements, Qwest had argued in its petition 
that section  252(a)(1) required  filing and  state approval 
only  for a  ``schedule  of itemized  charges'' and  related 
service   descriptions.35    We  rejected   this   ``cramped 
reading'' of section 252, noting that ``on its face, section 
252(a)(1)  does not  further limit  the types  of agreements 
that   carriers  must   submit  to   state  commissions.''36  
Instead, we broadly construed section  252's use of the term 
``interconnection  agreement,'' holding  that carriers  must 
file with  state commissions  for review and  approval under 
section  252   any  ``agreement  that  creates   an  ongoing 
obligation pertaining to resale, number portability, dialing 
parity,  access to  rights-of-way, reciprocal  compensation, 
interconnection, unbundled network  elements, or collocation 
. . . .''37  

     12.  Shortly after  release of the  Declaratory Ruling, 
on  November 1,  2002, the  Minnesota Commission  adopted in 
full a  recommended decision  by a  Minnesota administrative 
law judge  (``ALJ'') that Qwest had  committed 26 individual 
violations of the  Act and Minnesota statutes  by failing to 
file  26  distinct  provisions   found  in  twelve  separate 
agreements  with   CLECs  for  interconnection,   access  to 
unbundled  network  elements  (``UNEs'')  and/or  access  to 
services.38   After Qwest  rejected  a  proposal for  paying 
restitution to  CLECs for  the damage  caused by  the secret 
deals, the Minnesota  Commission ordered Qwest to  pay a $26 
million  fine  and  undertake various  compliance  measures, 
including  retroactive  discounts to  competitors.39   Qwest 
subsequently  filed a  complaint in  federal district  court 
challenging the  Minnesota Commission's authority  to impose 
such a penalty.40

     13.  On  December 23,  2002, we  released the  Qwest 9-
State 271  Order, granting Qwest's section  271 applications 
for in-region interLATA service in  nine of its fourteen in-
region   states.41    We   discussed   the   various   state 
investigations,  including  the  Minnesota  proceeding,  and 
expressed  concern   about  Qwest's  failure  to   file  its 
agreements with  the states.42   Qwest assured  us, however, 
that ``in  August 2002 Qwest filed  with utility commissions 
in the  application states all  previously-unfiled contracts 
with CLECs that  contained currently-effective going forward 
terms related  to section 251(b) or  (c) matters.''43  Based 
on the  record in that  proceeding, we concluded  that Qwest 
had  filed all  of its  interconnection agreements  with the 
relevant state commissions at  issue in the proceeding, with 
one  exception:   an   Internetwork  Calling  Name  Delivery 
Service  Agreement  (``ICNAM'')44   with  Allegiance.45   We 
rejected  Qwest's   claim  that,  because  the   terms  were 
available through  Qwest's SGATs,  it did  not have  to file 
this agreement  in Colorado and Washington.46   We held that 
the ICNAM  agreement ``does not  appear on its face  to fall 
within the  scope of  the filing requirement  exceptions set 
forth   in   the   Commission's  declaratory   ruling,   and 
accordingly,  it  likely should  have  been  filed with  the 
states.''47   While we  ultimately  determined that  Qwest's 
failure to  file this agreement  did not affect  its section 
271 application, we  also noted that ``failure  to file this 
agreement ...  could subject  Qwest to federal  and/or state 
enforcement action....''48  

     14.  Following  the release  of the  Qwest 9-State  271 
Order, Qwest filed ICNAM contracts  in New Mexico on January 
9 and  January 10, 2003;49  in Oregon on January  9, 2003;50 
and in South  Dakota on January 13, 2003.51   On January 14, 
2003,  Qwest  filed  a  section  271  application  with  the 
Commission for authorization to provide in-region, interLATA 
service  in the  states  of New  Mexico,  Oregon, and  South 
Dakota.52

     15.  On March 25-26, 2003,  more than four months after 
the   Declaratory  Ruling,   Qwest   sought  the   Minnesota 
Commission's section 252 approval  for 34 previously unfiled 
agreements,  including four  agreements  that  had been  the 
subject  of  the  Minnesota enforcement  proceedings.53   On 
March 28, 2003,  Qwest filed a section  271 application with 
the  Commission  for   authorization  to  provide  in-region 
interLATA service in  Minnesota.54  The Minnesota Commission 
subsequently found all  34 agreements, in whole  or in part, 
constituted  ``interconnection  agreements''  under  section 
252.55  

     16.  As  noted   above,  the  state  of   Arizona  also 
investigated the  Qwest unfiled agreements issue.56   On May 
23,  2003,  more than  seven  months  after the  Declaratory 
Ruling,  Qwest  filed   twelve  previously  unfiled  Arizona 
interconnection agreements with  the Arizona Commission.  In 
the  cover  letter   accompanying  each  agreement,  Qwest's 
counsel stated that the  agreements reflected form, standard 
provisions that  were available to CLECs  on Qwest's website 
and SGATs and  ``very well may not be  agreements subject to 
the  filing  requirement under  the  FCC's  October 4,  2002 
[Declaratory  Ruling] Order;  however, the  FCC's subsequent 
order  granting 271  relief to  Qwest's 9-state  application 
suggested  the contrary.''57   On September  4, 2003,  Qwest 
filed  a section  271  application with  the Commission  for 
authorization to provide in-region  interLATA service in the 
state of Arizona.58 

     17.  While  the  Arizona Commission  investigation  was 
still  ongoing,  we  granted  Qwest's  271  application  for 
Minnesota.  In  the Qwest  Minnesota 271  Order, we  did not 
decide whether Qwest had violated section 252(a) by delaying 
its filing of interconnection  agreements with the Minnesota 
Commission.  Nevertheless, we  expressed grave concerns with 
Qwest's conduct:

     At  the same  time, we  are seriously  troubled by 
     Qwest's  decision to  delay  filing 34  agreements 
     with the  Minnesota Commission until  March 25-26, 
     2003,  and refer  this matter  to the  Enforcement 
     Bureau    for   investigation    and   appropriate 
     enforcement action.  The  Commission clarified the 
     incumbent LECs' obligation to file interconnection 
     agreements   under   section    252(a)(1)   in   a 
     Declaratory Ruling on October  4, 2002, nearly six 
     months   before   Qwest    filed   the   Minnesota 
     agreements.  We  note that  Qwest has  provided no 
     explanation in the record for this delay in filing 
     the interconnection agreements.  Given that it had 
     adequate  notice of  its  legal obligations  under 
     section 252(a),  we intend to review  with careful 
     scrutiny any explanation that Qwest may provide in 
     the context of a potential enforcement action.59

That same day, the Enforcement Bureau issued an LOI to Qwest 
regarding   the  unfiled   agreements  issue.   60   Shortly 
thereafter, Qwest filed 53 additional agreements dating back 
to 1996 in  six of its in-region  states.61  Qwest responded 
to the LOI on July 31, 2003.

III.      DISCUSSION

     III.A.    Qwest  Apparently  Willfully  and  Repeatedly 
          Failed to  File Its Interconnection  Agreements in 
          Minnesota and Arizona

     18.  Under section 503(b)(1) of the Act, any person who 
is  determined  by  the  Commission  to  have  willfully  or 
repeatedly failed to comply with any provision of the Act or 
any  rule, regulation,  or  order issued  by the  Commission 
shall  be  liable to  the  United  States for  a  forfeiture 
penalty.62  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 no such forfeiture penalty should be imposed.63  
The Commission will then issue a forfeiture if it finds by a 
preponderance of the evidence  that the person has willfully 
or repeatedly violated  the Act or a  Commission rule.64  As 
we set forth in greater detail below, we conclude under this 
standard that  Qwest is liable  for a $9  million forfeiture 
for 46 apparent violations of section 252(a)(1) of the Act.

          III.A.1.  The  Commission  Has  Established  Clear 
               Standards Under Section 252(a)(1) of the Act

     19.  The  fundamental issue  in  this  case is  whether 
Qwest apparently willfully or repeatedly violated the Act by 
delaying   its  filing   of   the   Minnesota  and   Arizona 
interconnection  agreements.  The  filing requirement  is in 
section 252(a)(1) of the Act, which states:

     Upon  receiving  a  request  for  interconnection, 
     services, or network  elements pursuant to section 
     251,  an  incumbent  local  exchange  carrier  may 
     negotiate and enter into  a binding agreement with 
     the   requesting  telecommunications   carrier  or 
     carriers without regard to the standards set forth 
     in subsections  (b) and  (c) of section  251.  The 
     agreement  shall include  a  detailed schedule  of 
     itemized  charges  for  interconnection  and  each 
     service  or   network  element  included   in  the 
     agreement.  The agreement . . . shall be submitted 
     to the  State commission  under subsection  (e) of 
     this section.65

     20.  Once submitted, if an interconnection agreement is 
approved by  the state  commission, other carriers  may also 
adopt the terms and conditions or the rates in the agreement 
pursuant  to  section  252(i).66   Through  this  mechanism, 
competitive  carriers   avoid  the  delay  and   expense  of 
negotiating new  agreements with the incumbent  LEC and then 
awaiting   state  commission   approval.    Absent  such   a 
mechanism, ``the  nondiscriminatory, pro-competition purpose 
of section 252(i) would be defeated . . . .''67  

     21.  We have historically given a broad construction to 
section 252(a)(1).  As noted above, in the Local Competition 
Order, we found that 

     requiring filing of all interconnection agreements 
     best promotes  Congress's stated goals  of opening 
     up  local markets  to competition,  and permitting 
     interconnection    on   just,    reasonable,   and 
     nondiscriminatory terms.  State commissions should 
     have the opportunity to  review all agreements . . 
     .   to  ensure   that  such   agreements  do   not 
     discriminate  against third  parties, and  are not 
     contrary to the public interest.68  

In that  same order, we  applied this broad  construction in 
adopting  the ``pick  and choose''  construction of  section 
252(i), under which CLECs may adopt parts of interconnection 
agreements with  incumbent LECs, rather than  adopting those 
agreements in their entirety.69

     22.  Although  section  252(a)(1)  is explicit  in  its 
filing   requirements,  the   Declaratory  Ruling   provided 
certainty  to   those  requirements  by  stating   that  any 
``agreement that creates an ongoing obligation pertaining to 
resale,  number  portability,   dialing  parity,  access  to 
rights-of-way,  reciprocal   compensation,  interconnection, 
unbundled   network   elements,   or   collocation   is   an 
interconnection  agreement that  must be  filed pursuant  to 
section 252(a)(1).''70  We further stated:

     This interpretation, which directly flows from the 
     language of  the Act, is consistent  with the pro-
     competitive, deregulatory  framework set  forth in 
     the Act.   This standard recognizes  the statutory 
     balance between the rights  of competitive LECs to 
     obtain interconnection  terms pursuant  to section 
     252(i)   and   removing   unnecessary   regulatory 
     impairments   to   commercial  relations   between 
     incumbent and competitive LECs .  . . . Indeed, on 
     its face, section 252(a)(1) does not further limit 
     the types of agreements  that carriers must submit 
     to state commissions.71

     23.  The Declaratory  Ruling noted some  reasonable but 
narrow  exceptions to  the general  rule that  any agreement 
relating to the  duties outlined in sections  251(b) and (c) 
falls  within  section  252(a)'s filing  requirement.   Such 
exceptions,  however,  flow  from the  general  standard  of 
ongoing obligations.  Specifically, we found that agreements 
addressing  dispute  resolution  and  escalation  provisions 
relating to the obligations set forth in sections 251(b) and 
(c) do not have to be  filed if the information is generally 
available   to  carriers.72    We  stated   that  settlement 
agreements   that   simply  provide   for   backward-looking 
consideration that do not  affect an incumbent LEC's ongoing 
obligations  relating  to section  251  do  not need  to  be 
filed.73   In addition,  we  found that  forms completed  by 
carriers to obtain service  pursuant to terms and conditions 
of a underlying interconnection  agreement do not constitute 
either   an   amendment  to   that   agreement   or  a   new 
interconnection agreement  that must be filed  under section 
252.74   Finally,  we  held that  agreements  with  bankrupt 
competitors  that are  entered into  at the  direction of  a 
bankruptcy court and that do  not otherwise change the terms 
and conditions  of the underlying  interconnection agreement 
are not themselves  interconnection agreements or amendments 
to  interconnection  agreements  that must  be  filed  under 
section 252(a).75

     24.  As discussed above, we again dealt with the filing 
requirements of  section 252(a)(1) in the  Qwest 9-State 271 
Order.   There  we referred  to  the  Declaratory Ruling  in 
concluding that all but one of the twelve agreements brought 
to our attention ``need not  be filed with state commissions 
under   the  standards   enunciated   in  the   Commission's 
declaratory ruling.''76  With regard  to that one agreement, 
we  stated that  Qwest  likely should  have  filed an  ICNAM 
agreement, even  though Qwest  claimed that  the Declaratory 
Ruling did not require that filing because the agreement was 
a  ``form  agreement'' the  terms  of  which were  available 
through SGATs in two states.  77  We reiterated this finding 
in the Qwest 3-State Order.78  

          III.A.2.  Qwest      Withheld      Interconnection 
               Agreements  from  the Minnesota  and  Arizona 
               Commissions in Apparent  Willful and Repeated 
               Violation of Section 252(a)(1)

     25.  By January  14, 2003, when Qwest  filed its three-
state  application  with  the Commission,  Qwest  had  filed 
previously  unfiled agreements  in  twelve  of the  fourteen 
states  in its  region either  pursuant to  state commission 
order, in  accordance with the  Qwest August 20 Letter  ? in 
which  Qwest  announced  that   it  would  file  ``all  such 
agreements   that  include   provisions  creating   on-going 
obligations that relate to Section  251(b) or (c) which have 
not been  terminated or superseded by  agreement, commission 
order,  or  otherwise''  ?  or  following  the  Commission's 
rulings  regarding  unfiled  agreements in  the  Declaratory 
Ruling and  the Qwest 9-State 271  Order.79  Despite Qwest's 
pronouncements that  it was complying with  section 252 with 
respect to  new agreements, Qwest  did not file  the unfiled 
Minnesota and Arizona agreements until several months later, 
filing 34 agreements with  the Minnesota Commission on March 
25  and  26, 2003  and  filing  twelve agreements  with  the 
Arizona Commission on May 23, 2003.80  

     26.  Qwest  executed  the   Minnesota  agreements  with 
various  CLECs  between  1997  and  2002.81   The  Minnesota 
Commission approved all 34 agreements,  in whole or in part, 
pursuant  to  section  252(e)  of the  Act.82   The  Arizona 
agreements date  from 1998 to  2001.83  As noted  above, all 
twelve Arizona agreements were  approved by operation of law 
pursuant to section 252(e).84  As  a general matter, many of 
the Minnesota and  Arizona agreements are the  same types of 
agreements that Qwest filed earlier  in other states, 85 and 
meet the standards  Qwest described to its  employees in its 
September  2002  Training  Outline  for  CLEC  Agreements.86  
Indeed,  seven of  these  agreements  are ICNAM  agreements, 
which  we  explicitly  declared ``likely  should  have  been 
filed'' in the Qwest 9-State Order. 87 

     27.  Qwest  raises  several  arguments to  support  its 
delayed filing  of the 46  agreements at issue here.   As an 
initial matter,  however, we emphasize  Qwest's inconsistent 
approach   towards  the   filing   of  its   interconnection 
agreements - an inconsistency that underscores the egregious 
nature of Qwest's actions at issue here.  While Qwest argues 
that   the  Minnesota   and  Arizona   agreements  are   not 
interconnection  agreements subject  to the  requirements of 
section  252(a)(1), the  carrier's  documents indicate  that 
Qwest has  taken a  different approach  towards the  same or 
similar   types   of  previously   unfiled   interconnection 
agreements in  the states for  which it was  seeking section 
271 approval and for new agreements.  

     28.  As discussed  above, as  early as May  2002, Qwest 
claimed  a   policy  of  ``broadly  filing   all  contracts, 
agreements,  or  letters   of  understanding  between  Qwest 
Corporation and  CLECs that  create obligations to  meet the 
requirements of  Section 251(b)  or (c)  on a  going forward 
basis.''88   On  August  21   and  August  22,  2002,  Qwest 
submitted  previously  unfiled  agreements  with  the  state 
commissions  in all  nine states  for which  it was  seeking 
section  271  approval  at the  time.89   Accordingly,  with 
respect  to selected  states, i.e.,  those with  section 271 
applications pending  before this Commission,  Qwest claimed 
to have identified and  submitted all its previously unfiled 
agreements  in  August  2002.  In  addition,  following  the 
release of  the Qwest 9-State  271 Order, Qwest  filed ICNAM 
contracts in New Mexico on January 9 and January 10, 2003;90 
in  Oregon on  January 9,  2003;91  and in  South Dakota  on 
January  13, 2003.92   Shortly  thereafter,  on January  14, 
2003,  Qwest  filed  a  section  271  application  with  the 
Commission for authorization to provide in-region, interLATA 
service  in  those  three states.93   Qwest's  treatment  of 
interconnection  agreements depended  on when  the agreement 
was  executed,  and  for  the pre-May  2002  agreements,  on 
whether  a section  271 application  was imminent.   Because 
Qwest only  filed the  previously unfiled agreements  as the 
date  approached  for  its  section 271  applications  in  a 
particular  state, we  believe these  filings were  not made 
``out of an abundance of caution,'' as Qwest suggests.  With 
respect to  Minnesota and Arizona,  Qwest took no  action to 
file  its  pre-existing  unfiled  agreements  until  it  was 
preparing  to file  its  section 271  application with  this 
Commission.

     29.  Citing the  Declaratory Ruling, Qwest  argues that 
many of the  Minnesota and Arizona agreements  at issue here 
are  ``form''  agreements  for ordering  services  available 
through its SGATs, and as  such did not warrant filing under 
section 252(a).94  Contrary  to Qwest's assertions, however, 
the Declaratory  Ruling does not contain  a filing exception 
for form or standardized  agreements.  While the Declaratory 
Ruling stated that section 252(a) did not require the filing 
of  ordering  forms completed  by  carriers  pursuant to  an 
underlying  agreement, it  did not  create an  exception for 
``form''  interconnection   agreements.   Specifically,  the 
Commission  stated that  ``forms  completed  by carriers  to 
obtain services  pursuant to terms and  conditions set forth 
in an interconnection agreement  do not constitute either an 
amendment  to  that  interconnection   agreement  or  a  new 
interconnection agreement  that must be filed  under section 
252(a)(1).''95  

     30.  This   language    nowhere   suggests    that   an 
interconnection   agreement  memorialized   by   way  of   a 
standardized contractual  form is  not required to  be filed 
pursuant  to section  252(a)(1).  Indeed,  we rejected  this 
argument in the  Qwest 9-State 271 Order with  respect to an 
ICNAM agreement  between Qwest and Allegiance.   In response 
to CLEC criticism that the ICNAM agreement and others should 
have been filed under section  252(a), Qwest referred to the 
Declaratory Ruling's language  exempting ordering forms from 
section 252(a)'s requirement.96  In rejecting this argument, 
we held  that Qwest ``likely  should have'' filed  the ICNAM 
agreement   with   the   Colorado   and   Washington   state 
commissions, despite its alleged ``form'' status and Qwest's 
allegation  that its  terms were  available through  Qwest's 
SGATs for those states.97  

     31.  Moreover,  Qwest's alleged  ``form interconnection 
agreement''  exemption  is   the  veritable  exception  that 
swallows the rule, since  virtually all terms and conditions 
of  interconnection  could be  reduced  to  such a  form  or 
standardized  agreement.   Additionally, any  such  ``form'' 
agreement in use by Qwest today could be revised tomorrow.98  
Unless such agreements are  made available to other carriers 
via the process outlined in section 252, Qwest's competitors 
would not be  able to opt into these  agreements pursuant to 
section 252(i) because they would be unaware of the previous 
agreements' existence, not to mention the specific terms and 
conditions.   The   Declaratory  Ruling  ensures   that  the 
agreement  terms  are  memorialized in  a  public  document, 
subject to  state approval, which permits  other carriers to 
opt into  the terms of  the agreement under  section 252(i).  
Under  Qwest's interpretation,  there would  be no  publicly 
available  document.  Furthermore,  as noted  above, Qwest's 
internal  policy  conflicts  with  this  argument.   Qwest's 
September  2002  ``Training  Outline for  CLEC  Agreements'' 
explicitly states that ``services that are also reflected in 
the SGATs'' are  among ``the types of  agreements with CLECs 
in Qwest's fourteen-state region that need to be filed.''99 

     32.  Qwest  further contends  that ``the  [Declaratory] 
Ruling states  that if  information on service  offerings is 
generally available to  CLECs, such as through  posting on a 
website,  agreements  covering  these matters  need  not  be 
filed.''100   Once  again,  Qwest misreads  our  order.   In 
rejecting  Qwest's argument  that  ``dispute resolution  and 
escalation  provisions'' are  per  se outside  the scope  of 
section 252(a)(1),  we held  ``[u]nless this  information is 
generally available to carriers  (e.g., made available on an 
incumbent LEC's wholesale website),  we find that agreements 
addressing  dispute  resolution  and  escalation  provisions 
relating to the obligations set forth in sections 251(b) and 
(c)     are     appropriately     deemed     interconnection 
agreements.''101  This  exception is  for contact  lists and 
procedures for escalation, posted  on websites and available 
to all carriers.  This exception does not apply to ``service 
offerings,'' as Qwest contends.  At no point did we create a 
general  ``web-posting exception''  to  section 252(a).   As 
with  Qwest's  asserted   ``form  agreement''  exception  to 
section 252(a)(1), a  ``web-posting exception'' would render 
that provision meaningless, since CLECs  could not rely on a 
website  to contain  all  agreements on  a permanent  basis.  
Moreover, unlike the terms  of an SGAT, web-posted materials 
are  not   subject  to  state  commission   review,  further 
undermining  the congressionally  established mechanisms  of 
section 252(e).102

     33.  Qwest contends that it  had no legal obligation to 
``rush out  and file any  and all contracts with  CLECs that 
might  arguably be  deemed interconnection  agreements under 
the  [Declaratory] Ruling.''103   Qwest  takes the  position 
that until  a state  commission tells  Qwest that  a certain 
agreement must be filed, Qwest has no obligation to file the 
agreement.104   We   emphatically  disagree.    The  statute 
clearly   contradicts  Qwest's   argument.   Under   section 
252(a)(1),  LECs must  file interconnection  agreements with 
state commissions for approval.   In the Declaratory Ruling, 
the Commission  clarified the types of  agreements that must 
be filed.  Any interconnection  agreement filed and approved 
by  the state  commission  under section  252  must be  made 
available  to any  other  requesting carrier  upon the  same 
terms  and conditions,  in accordance  with section  252(i).  
Section  252(a)(1)  does not  condition  filing  on a  state 
commission first telling a  carrier that a certain agreement 
(which has not yet been seen) must be filed.  

     34.  Nor does Qwest's argument  find any support in our 
Declaratory Ruling or other orders.  Qwest's reliance on the 
statement in the Declaratory Ruling that ``state commissions 
are  well  positioned  to  decide on  a  case-by-case  basis 
whether a particular agreement is  required to be filed'' is 
misplaced.105   After an  agreement  is filed  with a  state 
commission,  the  commission  may  approve  or  reject  that 
agreement.   The state  commission  can  advise the  carrier 
whether  a  certain  type  of  agreement  is  considered  an 
interconnection  agreement  that  requires  filing  in  that 
state. 106  Until an agreement  is filed, however, the state 
commission would not be in a position to approve, reject, or 
determine  whether  a certain  type  of  agreement does  not 
require filing.107  

     35.  Moreover, Qwest has not even followed its asserted 
construction  of section  252(a)(1).  Qwest  claims that  it 
``appropriately deferred  more formal filing of  the four MN 
DOC contracts  in that  state until after  the PUC  at least 
issued its first order on  remedies.''108  But Qwest did not 
file the Minnesota  agreements until March 25  and 26, 2003.  
By  that point,  nearly  five months  had  passed since  the 
Minnesota Commission  held that  Qwest had  violated section 
252(a)  by withholding  the agreements  in question,109  and 
more  than seven  months had  passed since  the initial  ALJ 
finding to the same effect. 110  We find that Qwest's timing 
appears to have had more  to do with litigation strategy and 
its  impending section  271 application  (which it  filed on 
March 28,  2003) than  instructions from the  Minnesota PUC.  
As  noted  above, Qwest  internal  documents  refer to  pre-
existing unfiled interconnection agreements being handled by 
the  ``litigation team.''   Additionally, Qwest  admits that 
its  decision  ``was influenced  by  the  fact that  it  was 
preparing  to  file its  application  for  271 authority  in 
Minnesota,''  and  that it  had  earlier  followed the  same 
procedure  of   filing  previously  unfiled   agreements  in 
connection with the three-state application.111

     36.  Qwest also  argues that it provided  the Minnesota 
agreements to the Minnesota Commission in the context of the 
investigation.112   According  to  Qwest, its  provision  of 
these agreements  to the  Minnesota DOC  investigative staff 
provided  adequate notice  to  the  Minnesota Commission  of 
these agreements.  Additionally, Qwest argues, the Minnesota 
DOC's  decision not  to  include all  34  agreements in  its 
enforcement  proceeding  amounts  to a  finding  that  those 
agreements did not  have to be filed under  section 252.  We 
disagree  with Qwest's  position.   Qwest's compliance  with 
investigative demands from the Minnesota Commission staff is 
irrelevant  to its  compliance  with  section 252.   Section 
252(e)(1)   of   the   Act  unambiguously   states:    ``Any 
interconnection   agreement   adopted  by   negotiation   or 
arbitration  shall be  submitted for  approval to  the State 
commission.   A State  commission to  which an  agreement is 
submitted  shall  approve  or  reject  the  agreement,  with 
written findings  as to any deficiencies.''113   Until Qwest 
submitted  the  agreements  to  the  state  commission,  the 
agreements did not  have state approval and  other CLECs did 
not  have   the  opportunity  to  adopt   those  agreements.  
Providing  interconnection  agreements to  state  commission 
staff in an investigation  does not satisfy the requirements 
of section 252.  

     37.  Moreover, we note that  Qwest's argument is belied 
by  the Minnesota  DOC's finding,  adopted by  the Minnesota 
Commission,  with   respect  to   each  of   the  late-filed 
agreements, that ``[a]lthough this  agreement was not one of 
the agreements that  the Department chose to use  as part of 
its  complaint,  this  should not  suggest  that  Commission 
approval of this agreement is not necessary.  The agreements 
selected by the Department were  limited for the purposes of 
the contested case process in Docket No. P421/IC-02-197.  It 
is the position of the Department that Qwest has always been 
obligated to file this agreement.''114   

     38.  Regarding  the  Arizona  agreements,  Qwest  again 
appears to  concede that its  litigation strategy ?  not its 
construction  of the  Act  or our  orders  ? controlled  its 
decision to delay  filing.  Qwest contends that  in light of 
the  Arizona  Commission   investigation  into  the  unfiled 
agreements  the carrier  ``has  been  cautious about  making 
filings that  could be  viewed as a  concession.''115  Qwest 
admits that  in May  2003, it  was negotiating  a settlement 
with  Arizona Commission  staff  and preparing  to file  its 
section 271 application with  this Commission; therefore, it 
decided to file the twelve unfiled agreements in Arizona.116  
In    addition,    Qwest's     documents    indicate    that 
contemporaneously with filing the  Arizona agreements on May 
23,  2003, Qwest's  counsel  effectively  conceded that  the 
Qwest 9-State  271 Order  required filing  those agreements.  
In the cover  letter attached to each of  the twelve Arizona 
interconnection agreements  filed on  May 23,  2003, Qwest's 
counsel stated  that each agreement reflects  form, standard 
provisions  that  are  available to  CLECs  through  Qwest's 
website and the  SGAT and ``very well may  not be agreements 
subject to the filing requirement under the FCC's October 4, 
2002 Order; however, the FCC's subsequent order granting 271 
relief   to  Qwest's   9-state  application   suggested  the 
contrary.''117  

     39.  We conclude that Qwest apparently failed to comply 
with   section   252(a)(1)   of   the   Act   regarding   34 
interconnection   agreements   in   Minnesota   and   twelve 
interconnection agreements in Arizona.  Rather than promptly 
seeking  state  commission  review  of  its  agreements,  as 
required under section  252(a)(1), Qwest apparently withheld 
nearly four dozen agreements  to avoid the negative reaction 
that  would  accompany  such  a  filing.   Qwest  apparently 
calculated that  compliance with section 252(a)(1)  only for 
pending application states would suffice to avoid our denial 
of  its section  271 applications.   Thus, during  the nine-
state application  process, Qwest  agreed to  follow section 
252 for new agreements, formed the Wholesale Contract Review 
Team, and  filed previously  unfiled agreements in  the nine 
application  states.   Similarly,  just  before  filing  its 
three-state  application,  Qwest  filed  previously  unfiled 
agreements in those states.  Immediately prior to filing the 
Minnesota   section  271   application,   Qwest  filed   the 
previously unfiled  Minnesota agreements,  and as  Qwest was 
settling  with   the  Arizona   Commission,  and   prior  to 
submitting the Arizona section  271 application, Qwest filed 
the previously unfiled Arizona agreements.  Finally, shortly 
after receiving the Enforcement Bureau's LOI, Qwest filed an 
additional 53 agreements in six  states ? seven months after 
Qwest had  assured us  that it  had filed  ``all previously-
unfiled agreements'' for those same jurisdictions.118

     40.  We  find  that  Qwest's apparent  violations  were 
willful and repeated, as described  in section 503(b) of the 
Act.  The  Commission has previously held  that ``willful,'' 
as  used   in  section  503(b),  means   the  conscious  and 
deliberate commission  or omission of any  act, irrespective 
of  any intent  to violate  the law.119   Thus, even  if the 
record did not  contain ample evidence that  Qwest knew that 
it  was  violating  section  252(a)(1)  by  withholding  the 
agreements,  Qwest would  be  subject to  a forfeiture.   In 
addition, Qwest's actions were ``repeated,'' as that term is 
used in  section 503(b), since  Qwest withheld more  than 40 
interconnection  agreements from  the  state commissions  of 
Arizona and Minnesota.120

     41.  The Commission's Declaratory  Ruling and the Qwest 
9-State 271 Order made clear our filing requirements.  Qwest 
nevertheless  apparently delayed  filing  the Minnesota  and 
Arizona agreements,  while at  the same time  filing similar 
unfiled agreements  with the state commissions  for which it 
had pending 271 applications  before the Commission.  During 
this time period,  Qwest was also filing  new agreements, in 
compliance with  section 252(a) and the  Declaratory Ruling.  
In pursuit  of section  271 approval, Qwest  repeatedly told 
this  Commission that  it had  implemented new  processes to 
ensure section 252 compliance with respect to new agreements 
in   some  states,   but   at  the   same  time   apparently 
intentionally  withheld filing  of dozens  of agreements  in 
Minnesota and  Arizona.  We  conclude that  Qwest apparently 
willfully and  repeatedly violated section 252(a)(1)  of the 
Act by failing to  timely file 46 interconnection agreements 
in Minnesota and Arizona.

     III.B.    Proposed Action

     42.  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 $1.2  million  for  a single  act  or 
failure   to  act.121    In   determining  the   appropriate 
forfeiture  amount, we  consider the  factors enumerated  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.''122

     43.  Qwest  argues that  it  should not  be subject  to 
forfeiture  for any  violations  of  section 252(a)  because 
``neither the  Act itself, nor  any FCC rule or  order, sets 
forth with  `ascertainable certainty' any deadline  by which 
an   agreement  subject   to   Section  252(a)(1)'s   filing 
requirement  must actually  be filed  with the  state.'' 123  
Qwest's  reliance  on  the  notice  requirement  in  Trinity 
Broadcasting  is misplaced.   With  respect to  notice of  a 
filing deadline,  Qwest overlooks the point  that the filing 
requirement  is  part  of the  section  251  interconnection 
obligation,  not  a  separate requirement  with  a  separate 
deadline.   Qwest,   as  an   incumbent  LEC,   has  certain 
interconnection  obligations set  forth  in section  251.124  
Agreements  to provide  the services  listed in  section 251 
must  be filed  with the  state commission  for approval.125  
Until the  agreements are approved by  the state commission, 
they are not valid interconnection agreements.126  Executing 
agreements with  CLECs does not fulfill  Qwest's section 251 
obligations  until the  agreements are  filed and  approved.  
Thus, Qwest cannot meet  its section 251 obligations without 
filing and obtaining approval of interconnection agreements.  
For  Qwest  to  claim  that  it was  not  required  to  file 
agreements  because  neither  the  Act  nor  the  Commission 
provided  a specific  deadline for  filing ignores  the fact 
that filing  (and approval) of agreements  is a prerequisite 
for a  valid interconnection agreement.127   Furthermore, we 
note that interconnection agreements  are only effective for 
a term,  often three years.   Under Qwest's logic,  it could 
delay filing  for an  indefinite period  of time.   In fact, 
Qwest's failure to file agreements  for the entire length of 
the  agreement -  which appears  to have  happened with  the 
expired  Minnesota agreements  - could  lead to  a permanent 
alteration in the competitive landscape  or a skewing of the 
market in favor of certain competitors.

     44.  In any  event, we also  find that Qwest  had ample 
notice of  the filing requirements under  section 252(a)(1), 
but  complied  only  selectively  with  these  requirements.  
Qwest  has been  on  notice of  its  potential violation  of 
section   252(a)(1)  since   initiation  of   the  Minnesota 
investigation  into  Qwest's  unfiled  agreements  in  2001.  
While Qwest adopted  in May 2002 a policy of  filing all new 
interconnection  agreements  with  CLECs,  and  created  the 
Wholesale   Agreement   Review   Committee   to   file   new 
agreements,128 Qwest did not  file its unfiled agreements in 
Minnesota  or Arizona.   Qwest  then sought  to clarify  the 
filing  requirements  of section  252  by  filing the  Qwest 
Petition; but even after  release of the Declaratory Ruling, 
Qwest still failed to file the Minnesota and Arizona unfiled 
agreements.    Subsequently,   we  discussed   the   unfiled 
agreements issue in the Qwest 9-State 271 Order, in which we 
held  that  Qwest  ``likely  should have  filed''  an  ICNAM 
agreement  even  though  the terms  were  available  through 
Qwest's  SGATs   for  the relevant  jurisdictions, and  that 
``failure to file this agreement  ... could subject Qwest to 
federal  and/or  state  enforcement  action....''129   Qwest 
apparently took  the Commission's instructions in  the Qwest 
9-State 271  Order seriously, but  only with respect  to the 
three states for which it  intended to file 271 applications 
in the near future.130  

     45.  Qwest  did not  file the  34 Minnesota  agreements 
until March  25 and 26,  2003, more than three  months after 
release  of the  Qwest  9-State 271  Order,  more than  five 
months  after release  of the  Declaratory Ruling,  and more 
than ten  months after implementing  its May 2002  policy of 
filing   unfiled  agreements.    Qwest's  conduct   is  more 
egregious  with respect  to the  twelve Arizona  agreements, 
which it did not file until May 23, 2003.  Even if we assume 
that Qwest  did not realize  that the Minnesota  and Arizona 
agreements should  have been  filed when the  contracts were 
executed, by any reasonable  measure Qwest should have filed 
those agreements  shortly after  October 4, 2002,  under the 
guidance of the  Declaratory Ruling and in  keeping with its 
own internal policy of  section 252(a) compliance, initiated 
in May  2002.   As we  held in the  SBC Michigan  271 Order, 
``incumbent  LECs have  had adequate  notice of  their legal 
obligations  under section  252(a)''  since the  Declaratory 
Ruling.131

     46.  As  discussed  above,  these  apparent  violations 
merit  a substantial  forfeiture.  In  the SBC  Michigan 271 
Order, we noted that ``if such proceedings find that this or 
other agreements  should have  been filed ...  under section 
252(a)(1),  we  would  consider  any  filing  delays  to  be 
extremely  serious.''132  Section  252(a)(1) is  not just  a 
filing  requirement.  Compliance  with section  252(a)(1) is 
the  first and  strongest protection  under the  Act against 
discrimination by the incumbent LEC against its competitors.  

     47.  Indeed, the Minnesota  Commission found that Qwest 
had  discriminated   against  CLECs   by  failing   to  file 
interconnection agreements:

     In each  of the twelve  interconnection agreements 
     cited  by the  Minnesota  Department of  Commerce, 
     Qwest  provided  terms,  condition,  or  rates  to 
     certain  CLECs that  were better  than the  terms, 
     rates, and  conditions that  it made  available to 
     the other CLECs and, in fact, it kept those better 
     terms,  conditions, and  rates a  secret from  the 
     other  CLECs.  In  so doing,  Qwest unquestionably 
     treated those  select CLECs better than  the other 
     CLECs.     In   short,    Qwest   knowingly    and 
     intentionally  discriminated   against  the  other 
     CLECs in violation of Section 251.133

Similarly, the Arizona Commission's proposed settlement with 
Qwest  also reflects  allegations  that Qwest  discriminated 
against  CLECs  by  failing   to  file  its  interconnection 
agreements.134  Although  we do  not determine  here whether 
Qwest engaged in unlawful discrimination with respect to the 
46 agreements at issue in this proceeding, the potential for 
such discrimination underlies our concerns regarding Qwest's 
apparent  violations of  section 252(a)(1).135   Even if  no 
such  discrimination took  place, Qwest  may not  ignore the 
requirements  of  the  Act  and  our  repeated  instructions 
regarding section 252(a)(1).  

     48.  Qwest ignored the potential for discrimination and 
competitive  harm by  withholding  the  agreements at  issue 
here.    Qwest  concedes   that   it   delayed  filing   the 
interconnection  agreements at  issue  primarily because  it 
wished to minimize  any damage to its positions  in state or 
federal  regulatory  proceedings.   Qwest  admits  that  its 
decision  to   file  its   agreements  in   Minnesota  ``was 
influenced by  the fact  that it was  preparing to  file its 
application for 271 authority in Minnesota.''136  Similarly, 
Qwest admits that it ``decided in May to proceed with filing 
of the 12 form contracts before the ACC [Arizona Corporation 
Commission].  By May,  Qwest was less concerned  that such a 
filing might  be treated  as an  admission of  liability and 
result in material penalties.''137 

     49.  As noted above,  pursuant to section 503(b)(2)(B), 
we may propose  a forfeiture against a common  carrier of no 
more than $120,000 per violation  or per day of a continuing 
violation,  up  to  a  maximum  of  $1.2  million.   In  the 
Minnesota proceeding, after the state assessed a $26 million 
penalty  against Qwest,  the  carrier  delayed filing  until 
several days  before submitting its application  for section 
271   authority  with   this  Commission.    Similarly,  the 
Minnesota penalty did not convince Qwest to file the Arizona 
agreements.  Rather, Qwest took  nearly three months to file 
the Arizona  agreements, and did  so not to comply  with the 
law,  but because  it no  longer feared  that such  a filing 
would  compromise  its  litigation posture  in  the  Arizona 
enforcement  proceeding.   Moreover, despite  the  Minnesota 
fine  and the  Arizona  proposed settlement  on the  unfiled 
agreements at issue  and having advised us  that all unfiled 
agreements had been filed in  the states covered by the nine 
and  three-state   section  271  applications,   Qwest  only 
recently filed an  additional 53 agreements in  six of those 
states.  In  order to  deter future  violations of  this and 
other  important market-opening  obligations under  the 1996 
Act, we believe a substantial penalty is warranted.

     50.  Qwest  delayed  filing   46  agreements  with  the 
Arizona and Minnesota Commissions,  in apparent violation of 
section 252(a)(1).   Even if  we assume  that Qwest  did not 
have clear notice of its obligations under section 252(a)(1) 
until  release  of  the Declaratory  Ruling,  Qwest  delayed 
filing the Minnesota and Arizona  agreements for at least an 
additional  five  and  seven  months,  respectively.   Thus, 
Qwest's  apparent   violations  of  section   252(a)(1)  are 
continuing violations,138  and we could  potentially subject 
the carrier to a penalty  of $1.2 million per agreement, for 
a  total proposed  forfeiture  of $55.2  million.  We  find, 
however, that the maximum penalty for each unfiled agreement 
would be  excessive under the  circumstances.139  Therefore, 
based on  the circumstances of this  case, including pending 
penalties  at   the  state  commissions,  we   exercise  our 
discretion to propose  a total forfeiture of  $9 million for 
Qwest's 46 apparent violations of section 252(a)(1).

     51.  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.''140  In  second quarter 
2003, Qwest  Communications International, Inc.  (the parent 
company of  Qwest Corporation) had total  operating revenues 
of  $3.601 billion.141   For a  company of  this size,  a $9 
million  forfeiture is  not  excessive.   Indeed, a  smaller 
forfeiture would lack adequate deterrent effect.  

     52.  Therefore,  based  on  the  above  discussion  and 
pursuant to section  503(b)(2) of the Act and  our rules, we 
find  that Qwest  is apparently  liable for  each of  its 46 
apparent violations of  section 252(a)(1) of the  Act, for a 
total proposed forfeiture of $9 million.

IV.  ORDERING CLAUSES

     53.  ACCORDINGLY,  IT  IS  ORDERED  THAT,  pursuant  to 
section  503(b)  of  the  Communications  Act  of  1934,  as 
amended,  47  U.S.C.    503(b), and  section  1.80  of  the 
Commission's rules, 47 C.F.R.  1.80, that Qwest Corporation 
is  hereby   NOTIFIED  of  its  APPARENT   LIABILITY  FOR  A 
FORFEITURE in  the amount  of $9  million for  willfully and 
repeatedly violating the Act and the Commission's rules.

     54.  IT IS  FURTHER ORDERED  THAT, pursuant  to section 
1.80 of  the Commission's  rules, 47  C.F.R.   1.80, within 
thirty days of  the release date of this  NOTICE OF APPARENT 
LIABILITY, Qwest  Corporation SHALL  PAY the full  amount of 
the proposed  forfeiture currently outstanding on  that date 
or  shall  file a  written  statement  seeking reduction  or 
cancellation of the proposed forfeiture.

     55.  Payment of the forfeiture may  be made by check or 
similar  instrument, payable  to  the order  of the  Federal 
Communications Commission.   Such remittance should  be made 
to  Forfeiture Collection  Section, Finance  Branch, Federal 
Communications Commission, P.O. Box 73482, Chicago, Illinois 
60673-7482.   The  payment  should note  the  NAL/Acct.  No. 
referenced above and FRN No. 0001-6056-25.

     56.  The response,  if any, to this  NOTICE OF APPARENT 
LIABILITY  must be  mailed to  William H.  Davenport, Chief, 
Investigations  and Hearings  Division, Enforcement  Bureau, 
Federal  Communications Commission,  445 12th  Street, S.W., 
Washington, D.C.   20554 and must include  the NAL/Acct. No. 
referenced above.

     57.  The  Commission  will  not  consider  reducing  or 
canceling a forfeiture  in response to a  claim of inability 
to  pay  unless the  petitioner  submits:   (1) federal  tax 
returns for the most recent three-year period; (2) financial 
statements   prepared   according  to   generally   accepted 
accounting practices (``GAAP''); or  (3) some other reliable 
and  objective documentation  that  accurately reflects  the 
petitioner's  current   financial  status.   Any   claim  of 
inability to  pay must  specifically identify the  basis for 
the  claim  by  reference  to  the  financial  documentation 
submitted.

     58.  Requests for  payment of  the full amount  of this 
NAL  under an  installment  plan should  be  sent to  Chief, 
Credit  and  Management  Center,   445  12th  Street,  S.W., 
Washington, D.C.  20554.142

     59.  Under the  Small Business Paperwork Relief  Act of 
2002, Pub.L.No. 107-198, 116 Stat.  729 (June 28, 2002), the 
Commission  is  engaged  in   a  two-year  tracking  process 
regarding the size of  entities involved in forfeitures.  If 
you qualify as a small entity  and if you wish to be treated 
as a small  entity for tracking purposes,  please so certify 
to us within 30 days of this NAL, either in your response to 
the  NAL  or  in  a  separate  filing  to  be  sent  to  the 
Investigations  and Hearings  Division, Enforcement  Bureau, 
445  12th  Street,  S.W.,  Washington,  D.C.   20054.   Your 
certification  should indicate  whether you,  including your 
parent  entity  and  its   subsidiaries,  meet  one  of  the 
definitions set forth in the list in Appendix B of this NAL.  
This information  will be  used for tracking  purposes only.  
Your response  or failure to  respond to this  question will 
have no effect on  your rights and responsibilities pursuant 
to section  503(b) of the  Communications Act.  If  you have 
any questions regarding any  of the information contained in 
Appendix  B,  please  contact  the  Commission's  Office  of 
Communications Business Opportunities at (202) 418-0990.

     60.  IT IS FURTHER  ORDERED that a copy  of this NOTICE 
OF APPARENT LIABILITY  AND ORDER shall be  sent by certified 
mail, return  receipt requested,  to Qwest, 607  14th Street 
NW, Suite 950, Washington, D.C.  20005.

                              FEDERAL COMMUNICATIONS 
COMMISSION



                              Marlene H. Dortch
                              Secretary                         APPENDIX A

           Qwest agreements filed after LOI issued

9/30/99 Transient Interim Signaling Capability Service 
agreement with Aliant Cellular (Nebraska); 2/10/98 Custom 
Local Area Signaling Services (``CLASS'') Network 
Interconnection Agreement with Aliant Midwest (Nebraska); 
4/20/01 Line Information Data Base (``LIDB'') Storage 
Agreement with Adelphia (Colorado); 7/12/01 Custom Local 
Area Signaling Services (``CLASS'') Network Interconnection 
agreement with Adelphia (Colorado); 11/23/99 Internetwork 
Calling Name Delivery Service (``ICNAM'') agreement with 
Allegiance (Colorado); 3/2/98 Transient Interim Signaling 
Capability Service agreement with Qwest Wireless (Colorado); 
3/7/00 Centralized Message Data System (``CMDS'') Hosting 
and Message Distribution for Co-Providers (In-Region with 
Operator Services) agreement & Addendum with Eschelon 
(Colorado); 2/01/01 Centralized Message Data System 
(``CMDS'') Hosting and Message Distribution for Co-Providers 
(In-Region with Operator Services) agreement with Integra 
(Colorado); 3/31/98 Transient Interim Signaling Capability 
Service agreement with CommNet (Iowa); 12/13/99 Transit 
Record Exchange Agreement with Goldfield (Iowa); 2/11/98 
Custom Local Area Signaling Services (``CLASS'') Network 
Interconnection Agreement with Aliant Midwest (Iowa); 
5/02/02 Transit Record Exchange Agreement to Co-Carriers 
(Wireless Service Provider - Transit Qwest - CLEC) with 
Consolidated Communications Networks (North Dakota); 5/02/02 
Transit Record Exchange Agreement to Co-Carriers (Wireline - 
Transit Qwest - CLEC) with Consolidated Communications 
Networks (North Dakota); 1/18/00 Transient Interim Signaling 
Capability Service Agreement with IdeaOne (North Dakota); 
2/1/01 Centralized Message Data System (``CMDS'') Hosting 
and In-Region Message Distribution for CLECs agreement & 
Addendum with Integra Telecom of Minnesota and Integra 
Telecom of North Dakota (North Dakota); 5/22/02 Transit 
Record Exchange Agreement to Co-Carriers (Wireless Service 
Provider - Transit Qwest - CLEC) with Midcontinent 
Communications (North Dakota); 5/22/02 Transit Record 
Exchange Agreement to Co-Carriers (Wireline - Transit 
Traffic - CLEC) with Midcontinent Communications (North 
Dakota); 1/5/01 Centralized Message Data System (``CMDS'') 
Hosting and In-Region Message Distribution for Co-Providers 
agreement & Addendum with Skyland Technologies (North 
Dakota); 1/18/00 Transit Record Exchange Agreement to Co-
Carriers (Wireless Service Provider - Transit Qwest - CLEC) 
with Val-ed Joint Venture (North Dakota); 1/18/00 Transit 
Record Exchange Agreement to Co-Carriers (Wireline - Transit 
Traffic - CLEC) with Val-ed Joint Venture (North Dakota); 
2/1/01 Centralized Message Data System (``CMDS'') Hosting 
and In-Region Message Distribution for CLECs agreement & 
Addendum with Integra (Utah); 8/7/01 Custom Local Area 
Signaling Services (``CLASS'') Network Interconnection 
Agreement with FirstDigital (Utah); 8/7/01 Internetwork 
Calling Name Delivery Service (``ICNAM'') agreement with 
FirstDigital (Utah); 8/7/01 Line Information Data Base 
(``LIDB'') Storage Agreement with FirstDigital (Utah); 
10/14/96 Basic and Enhanced 911 Emergency Communications 
Systems Agreement with NextLink (Utah); 10/14/96 Home 
Numbering Plan Area Directory Assistance Agreement with 
NextLink (Utah); 1/25/02 Centralized Message Data System 
(``CMDS'') Hosting and In-Region Message Distribution for 
Co-Providers agreement with Skyland Technologies (North 
Dakota); 1/25/02 Centralized Message Data System (``CMDS'') 
Hosting and In-Region Message Distribution for CLECs 
agreement with Town of Eagle Mountain (Utah); 7/22/01 Custom 
Local Area Signaling Services (``CLASS'') Network 
Interconnection Agreement with Town of Eagle Mountain 
(Utah); 1/11/02 Line Information Data Base (``LIDB'') 
Storage Agreement with Town of Eagle Mountain (Utah); 
4/20/01 Line Information Data Base (``LIDB'') Storage 
Agreement with Adelphia (Washington); 7/12/01 Custom Local 
Area Signaling Services (``CLASS'') Network Interconnection 
Agreement with Adelphia (Washington); 9/11/01 Custom Local 
Area Signaling Services (``CLASS'') Network Interconnection 
Agreement with Allegiance (Washington); 11/2/99 Internetwork 
Calling Name Delivery Service (``ICNAM'') agreement with 
Allegiance (Washington); 5/1/01 Internetwork Calling Name 
Delivery Service (``ICNAM'') agreement with Computer 5* dba 
LocalTel (Washington); 5/1/01 Line Information Data Base 
(``LIDB'') Storage Agreement with Computer 5* dba LocalTel 
(Washington); 5/1/01 Custom Local Area Signaling Services 
(``CLASS'') Network Interconnection Agreement with Computer 
5* dba LocalTel (Washington); 4/9/01 Transient Interim 
Signaling Capability Service agreement with Computer 5* dba 
LocalTel (Washington); 6/24/99 Custom Local Area Signaling 
Services (``CLASS'') Network Interconnection Agreement with 
Focal (Washington); 2/8/00 Internetwork Calling Name 
Delivery Service (``ICNAM'') agreement with Focal 
(Washington); 2/8/00 Transient Interim Signaling Capability 
Service agreement with Focal (Washington); 6/7/99 Custom 
Local Area Signaling Services (``CLASS'') Network 
Interconnection Agreement with Fox (Washington); 6/7/99 
Internetwork Calling Name Delivery Service (``ICNAM'') 
agreement with Fox (Washington); 6/7/99 Centralized Message 
Data System (``CMDS'') Hosting and Message Distribution for 
Co-Providers agreement with Fox (Washington); 6/7/99 Line 
Information Data Base (``LIDB'') Storage Agreement with Fox 
(Washington); 2/1/01 Centralized Message Data System 
(``CMDS'') Hosting and Message Distribution for Co-Providers 
agreement & Addendum with Integra (Washington); 2/8/00 
Transient Interim Signaling Capability Service agreement 
with Focal (Washington); 12/16/98 Transient Interim 
Signaling Capability Service agreement with Qwest Wireless 
(Washington); 9/15/99 Transit Record Exchange Agreement to 
Co-Carriers (Wireline - Transit Traffic - CLEC) with 
International Telecom (Washington).  See Documents Q-PUB-
001341 through Q-PUB-001740.                         APPENDIX B


                 FCC List of Small Entities

   As described below, a ``small entity'' may be a small 
                       organization,
  a small governmental jurisdiction, or a small business.

(1)  Small Organization 
Any not-for-profit enterprise that is independently owned 
and operated and 
is not dominant in its field.

  
(2)  Small Governmental Jurisdiction
Governments of cities, counties, towns, townships, villages, 
school districts, or 
special districts, with a population of less than fifty 
thousand.


(3)  Small Business
Any business concern that is independently owned and 
operated and 
is not dominant in its field, and meets the pertinent size 
criterion described below.
  

       Industry Type          Description of Small Business 
                                     Size Standards
                 Cable Services or Systems
                             Special Size Standard - 
Cable Systems                 Small Cable Company has 400,000 
                             Subscribers Nationwide or Fewer
Cable and Other Program 
Distribution                      $12.5 Million in Annual 
                                    Receipts or Less

Open Video Systems 
        Common Carrier Services and Related Entities
Wireline Carriers and 
Service providers 
                                1,500 Employees or Fewer
Local Exchange Carriers, 
Competitive Access 
Providers, Interexchange 
Carriers, Operator Service 
Providers, Payphone 
Providers, and Resellers


Note:  With the exception of Cable Systems, all size 
standards are expressed in either millions of dollars or 
number of employees and are generally the average annual 
receipts or the average employment of a firm.  Directions 
for calculating average annual receipts and average 
employment of a firm can be found in 
13 CFR 121.104 and 13 CFR 121.106, respectively.





                   International Services
International Broadcast 
Stations






                                 $12.5 Million in Annual 
                                    Receipts or Less
International Public Fixed 
Radio (Public and Control 
Stations)
Fixed Satellite 
Transmit/Receive Earth 
Stations
Fixed Satellite Very Small 
Aperture Terminal Systems
Mobile Satellite Earth 
Stations
Radio Determination 
Satellite Earth Stations
Geostationary Space Stations
Non-Geostationary Space 
Stations
Direct Broadcast Satellites
Home Satellite Dish Service
                    Mass Media Services
Television Services

                             $12 Million in Annual Receipts 
                                         or Less
Low Power Television 
Services and Television 
Translator Stations
TV Auxiliary, Special 
Broadcast and Other Program 
Distribution Services
Radio Services
                              $6 Million in Annual Receipts 
                                         or Less
Radio Auxiliary, Special 
Broadcast and Other Program 
Distribution Services
Multipoint Distribution       Auction Special Size Standard -
Service                       Small Business is less than 
                             $40M in annual gross revenues 
                             for three preceding years
          Wireless and Commercial Mobile Services
Cellular Licensees
                                1,500 Employees or Fewer
220 MHz Radio Service - 
Phase I Licensees
220 MHz Radio Service -       Auction special size standard -
Phase II Licensees            Small Business is average gross 
                             revenues of $15M or less for 
                             the preceding three years 
                             (includes affiliates and 
                             controlling principals)
                             Very Small Business is average 
                             gross revenues of $3M or less 
                             for the preceding three years 
                             (includes affiliates and 
                             controlling principals)
700 MHZ Guard Band Licensees


Private and Common Carrier 
Paging
Broadband Personal 
Communications Services          1,500 Employees or Fewer
(Blocks A, B, D, and E)
Broadband Personal            Auction special size standard -
Communications Services       Small Business is $40M or less 
(Block C)                     in annual gross revenues for 
                             three previous calendar years
                             Very Small Business is average 
                             gross revenues of $15M or less 
                             for the preceding three 
                             calendar years (includes 
                             affiliates and persons or 
                             entities that hold interest in 
                             such entity and their 
                             affiliates)
Broadband Personal 
Communications Services 
(Block F)
Narrowband Personal 
Communications Services


Rural Radiotelephone Service     1,500 Employees or Fewer
Air-Ground Radiotelephone 
Service
800 MHz Specialized Mobile    Auction special size standard -
Radio                         Small Business is $15M or less 
                             average annual gross revenues 
                             for three preceding calendar 
                             years
900 MHz Specialized Mobile 
Radio
Private Land Mobile Radio        1,500 Employees or Fewer
Amateur Radio Service                       N/A
Aviation and Marine Radio 
Service                          1,500 Employees or Fewer
Fixed Microwave Services
                             Small Business is 1,500 
Public Safety Radio Services  employees or less
                             Small Government Entities has 
                             population of less than 50,000 
                             persons
Wireless Telephony and 
Paging and Messaging             1,500 Employees or Fewer
Personal Radio Services                     N/A
Offshore Radiotelephone          1,500 Employees or Fewer
Service
Wireless Communications       Small Business is $40M or less 
Services                      average annual gross revenues 
                             for three preceding years
                             Very Small Business is average 
                             gross revenues of $15M or less 
                             for the preceding three years 

39 GHz Service
                             Auction special size standard 
                             (1996) -
Multipoint Distribution       Small Business is $40M or less 
Service                       average annual gross revenues 
                             for three preceding calendar 
                             years
                             Prior to Auction -
                             Small Business has annual 
                             revenue of $12.5M or less
Multichannel Multipoint 
Distribution Service              $12.5 Million in Annual 
                                    Receipts or Less
Instructional Television 
Fixed Service
                             Auction special size standard 
                             (1998) -
Local Multipoint              Small Business is $40M or less 
Distribution Service          average annual gross revenues 
                             for three preceding years
                             Very Small Business is average 
                             gross revenues of $15M or less 
                             for the preceding three years 
                             First Auction special size 
                             standard (1994) -
                             Small Business is an entity 
                             that, together with its 
                             affiliates, has no more than a 
218-219 MHZ Service           $6M net worth and, after 
                             federal income taxes (excluding 
                             carryover losses) has no more 
                             than $2M in annual profits each 
                             year for the previous two years
                             New Standard - 
                             Small Business is average gross 
                             revenues of $15M or less for 
                             the preceding three years 
                             (includes affiliates and 
                             persons or entities that hold 
                             interest in such entity and 
                             their affiliates)
                             Very Small Business is average 
                             gross revenues of $3M or less 
                             for the preceding three years 
                             (includes affiliates and 
                             persons or entities that hold 
                             interest in such entity and 
                             their affiliates)
Satellite Master Antenna 
Television Systems                $12.5 Million in Annual 
                                    Receipts or Less
24 GHz - Incumbent Licensees     1,500 Employees or Fewer
24 GHz - Future Licensees     Small Business is average gross 
                             revenues of $15M or less for 
                             the preceding three years 
                             (includes affiliates and 
                             persons or entities that hold 
                             interest in such entity and 
                             their affiliates)
                             Very Small Business is average 
                             gross revenues of $3M or less 
                             for the preceding three years 
                             (includes affiliates and 
                             persons or entities that hold 
                             interest in such entity and 
                             their affiliates)
                       Miscellaneous
On-Line Information Services  $18 Million in Annual Receipts 
                                         or Less
Radio and Television 
Broadcasting and Wireless 
Communications Equipment          750 Employees or Fewer
Manufacturers
Audio and Video Equipment 
Manufacturers
Telephone Apparatus 
Manufacturers (Except            1,000 Employees or Fewer
Cellular)
Medical Implant Device            500 Employees or Fewer
Manufacturers
Hospitals                     $29 Million in Annual Receipts 
                                         or Less
Nursing Homes                     $11.5 Million in Annual 
                                    Receipts or Less
Hotels and Motels              $6 Million in Annual Receipts 
                                         or Less
Tower Owners                  (See Lessee's Type of Business)

            STATEMENT OF CHAIRMAN MICHAEL POWELL

Re:  In the Matter of Qwest Corporation Apparent Liability 
for Forfeiture

     Today  we release  a Notice  of Apparent  Liability for 
Forfeiture  against Qwest,  containing the  largest proposed 
forfeiture  in  the  Commission's  history.   We  propose  a 
forfeiture of this size, $9 million, due to Qwest's apparent 
non-compliance  with  the  pro-competitive  requirements  of 
section 252 of the Communications Act and Commission orders.  

     I would  like to emphasize that  our action complements 
state enforcement  actions in  Minnesota and  Arizona.  This 
action sends  a clear message, along  with the complementary 
state actions,  that violations  of the  key pro-competitive 
provisions of the Act will not be tolerated.  


_________________________

1  Qwest Corporation,  an incumbent  local exchange  carrier 
(``LEC'')  that  provides  local  telephone  service  in  14 
midwestern and  western states,  was formerly US  West, Inc. 
(one  of the  original Regional  Bell Operating  Companies).  
See  Qwest Communications  International Inc.  and US  West, 
Inc., Applications  for Transfer of Control  of Domestic and 
International  Sections  214   and  310  Authorizations  and 
Application to Transfer Control of a Submarine Cable Landing 
License, CC Docket 99-272,  Memorandum Opinion and Order, 15 
FCC Rcd  5376 (2000); Memorandum  Opinion and Order,  15 FCC 
Rcd  11909   (2000).   References   to  Qwest   include  its 
predecessor, US West, Inc.

2  47 U.S.C.  252(a)(1).  

3  As  discussed  below,  these   agreements  were  executed 
several  years  earlier,  but   not  filed  with  the  state 
commissions pursuant  to section 252(a)(1) of  the Act until 
mid-2003.  See infra nn.81 & 83.

4  In the 1996 amendments to the Act, Congress required Bell 
Operating  Companies  (``BOCs'') to  demonstrate  compliance 
with certain  market-opening requirements in section  271 of 
the Act before providing  in-region, interLATA service.  See 
47  U.S.C.   271(d)(2)(A), (B).   On June  13, 2002,  Qwest 
Communications International  Inc. filed section  271 multi-
state applications  for authorization to  provide in-region, 
interLATA service  in Colorado,  Idaho, Iowa,  Nebraska, and 
North  Dakota  (``Qwest I'');  and  on  July 12,  2002,  for 
Montana, Utah, Washington, and Wyoming (``Qwest II'').  Many 
of the  ex parte letters  and other documents cited  in this 
NAL were filed  in one or both of those  dockets.  At times, 
herein,  Qwest Communications  International Inc.  and Qwest 
Communications Corporation are referred to as ``Qwest.''  

5  See infra para. 17 & n.61.

6  Qwest Memo at  12.  The  Qwest Memo  was part  of Qwest's 
response to the Bureau's letter of inquiry.  See infra n.21.

7  Qwest Memo at 13.

8  See Application by SBC Communications Inc., Michigan Bell 
Telephone  Company,  and  Southwestern  Bell  Communications 
Services,  Inc.  for  Authorization  to  Provide  In-Region, 
InterLATA  Services  in  Michigan,  WC  Docket  No.  03-138, 
Memorandum Opinion and Order, 18 FCC Rcd 19024, 19123,  180 
(2003) (``SBC  Michigan 271  Order'').  In the  SBC Michigan 
271 Order, we  said that incumbent LECs  had adequate notice 
of their legal obligations under  section 252(a) and that we 
would consider appropriate  enforcement action when carriers 
fail to meet these obligations.  Id.  

9  47 U.S.C.  252(a)(1).

10   47 U.S.C.  252(e).

11   Implementation of  the Local Competition  Provisions in 
the Telecommunications Act of  1996, First Report and Order, 
11 FCC  Rcd 15499, 15583,   167 (1996)  (subsequent history 
omitted,   emphasis   in  original)   (``Local   Competition 
Order'').

12   47 U.S.C.   252(i).  See  also 47 C.F.R.   51.809(a).  
One  of  the  key  purposes of  the  section  252(a)  filing 
requirement is that carriers will know which interconnection 
agreements (and terms) are available under section 252(i).

13   See Findings  of Fact, Conclusions,  Recommendation and 
Memorandum, Minn. Docket No. P-421/C-02-197 at 10 (Sept. 20, 
2002).

14   Id.

15   For a summary of  the state investigations into unfiled 
agreements  in  the  first   nine  application  states,  see 
Application by Qwest  Communications International, Inc. for 
Authorization  to Provide  In-Region, InterLATA  Services in 
the  States of  Colorado,  Idaho,  Iowa, Montana,  Nebraska, 
North Dakota,  Utah, Washington  and Wyoming, WC  Docket No. 
02-314,  Memorandum Opinion  and  Order, 17  FCC Rcd  26303, 
26559-66,   460-471 (2002) (``Qwest 9-State  271 Order'').  
For  a  summary of  the  state  investigations into  unfiled 
agreements  in New  Mexico,  Oregon, and  South Dakota,  see 
Application by Qwest  Communications International, Inc. for 
Authorization  to Provide  In-Region, InterLATA  Services in 
New Mexico,  Oregon and South  Dakota, WC Docket  No. 03-11, 
Memorandum Opinion and Order, 18  FCC Rcd 7325, 7397-400,  
127-131 (2003) (``Qwest 3-State 271 Order'').  

More recently,  the Washington Utilities  and Transportation 
Commission   (``Washington    Commission'')   initiated   an 
enforcement  proceeding against  Qwest  and thirteen  CLECs, 
alleging, inter alia, that Qwest  and the other carriers had 
not  filed all  their interconnection  agreements for  state 
review; that  Qwest had given  certain carriers an  undue or 
unreasonable  preference;   that  Qwest   had  discriminated 
against carriers; and that carriers had agreed not to oppose 
Qwest  positions  in  various proceedings.   See  Washington 
Utilities and Transportation Commission, v. Advanced Telecom 
Group,  Inc., et  al.,  Complaint and  Notice of  Prehearing 
Conference (Sept. 8, 2003), Docket No. UT-033011, filed Aug. 
13, 2003.   The Washington  Commission also issued  an order 
regarding  section   252(e)(1)  filing   requirements.   See 
Washington  Utilities  and   Transportation  Commission,  v. 
Advanced  Telecom  Group,  Inc.,   et  al.,  Order  Granting 
Commission Staff's Motion for Partial Summary Determination; 
Granting in Part and Denying  in Part the Motions to Dismiss 
and  for  Summary  Determination of  Qwest,  ATG,  AT&T/TCG, 
Eschelon,   Fairpoint,   Global  Crossing,   Integra,   MCI, 
McLeodUSA, SBC,  and XO (Feb.  12, 2004).  In  addition, the 
staff of the Colorado  Public Utilities Commission submitted 
initial comments in Docket No.  02I-572T, ``In the Matter of 
the Investigation into Unfiled  Agreements Executed by Qwest 
Corporation,''  (Feb. 27,  2004), recommending,  inter alia, 
that the  Colorado Commission  conduct a hearing  on Qwest's 
willful and intentional violations of state and federal law.

16   Qwest  Communications International  Inc. Petition  for 
Declaratory  Ruling on  the Scope  of the  Duty to  File and 
Obtain Prior Approval of Negotiated Contractual Arrangements 
under Section 252(a)(1), WC Docket No. 02-89 (filed Apr. 23, 
2002) (``Qwest Petition'').

17   Qwest Petition at 6.

18   See Letter from Peter  A. Rohrbach, Mace J. Rosenstein, 
Yaron  Dori,  Attorneys for  Qwest,  to  Marlene H.  Dortch, 
Secretary, Federal Communications  Commission, WC Docket No. 
02-148  (filed  Aug. 13,  2002)  (including  letters to  the 
commissions of  Colorado, Idaho,  Iowa, Nebraska,  and North 
Dakota  ? the  Qwest I  application states  ? and  the Larry 
Brotherson   Qwest   I   Reply   Declaration   (``Brotherson 
Declaration'')).  Qwest's  letters to the  state commissions 
provided  that:  (1)  Qwest would  file all  agreements with 
CLECs that create obligations to meet the 

requirements of  section 251(b)  or (c)  on a  going forward 
basis and (2)  Qwest was forming a committee  to review such 
agreements with  CLECs and make the  necessary filings.  See 
Documents Q-PUB-000449 through Q-PUB-000477.  The Commission 
sought   comment  on   Qwest's  proposal.    See  ``Comments 
Requested in Connection with Qwest's Section 271 Application 
for  Colorado, Idaho,  Iowa, Nebraska,  and North  Dakota,'' 
Public Notice, 17 FCC Rcd 16234 (2002).

19    Brotherson Declaration at   7; Letter from Melissa E. 
Newman,  Vice  President  - Federal  Regulatory,  Qwest,  to 
Marlene   H.  Dortch,   Secretary,  Federal   Communications 
Commission, WC Dockets  02-148 and 02-189, at  2 (filed Aug. 
20, 2002) (``Qwest August 20 Letter'').  

20   Brotherson Declaration at  9.

21 These  drafts  of  the  minutes  were   provided  to  the 
Commission  in response  to  a letter  of  inquiry from  the 
Enforcement Bureau.   See Letter from William  H. Davenport, 
Deputy Division Chief, Investigations and Hearings Division, 
Enforcement  Bureau, Federal  Communications Commission,  to 
Sharon J. Devine,  Qwest Communications International, Inc., 
dated June 26, 2003 (``LOI'').  The LOI response contained a 
letter   from  Sharon   J.   Devine,  Qwest   Communications 
International, Inc. to William H. Davenport, Deputy Division 
Chief,  Investigations  and Hearings  Division,  Enforcement 
Bureau,  Federal Communications  Commission, dated  July 31, 
2003 (``Qwest July 31  Letter''); a Confidentiality Request, 
seeking  confidential  treatment  of  the  LOI  response;  a 
memorandum  (``Qwest Memo'');  declarations  from R.  Steven 
Davis,  Todd  Lundy,  Dan  Hult, and  Larry  Christensen;  a 
lengthy privilege  log; and  three boxes of  documents.  The 
declarations were all properly notarized, with the exception 
of  the  Christensen declaration  which  was  signed by  the 
declarant two days after  the notarization.  Qwest's request 
for  confidential treatment  was denied  by the  Enforcement 
Bureau.   See Qwest  Communications International,  Inc., DA 
03-3521 (Enf. Bur. rel.  Nov. 4, 2003).  Subsequently, Qwest 
narrowed  the  range  of  documents  for  which  it  claimed 
confidential treatment;  the documents  cited herein  are no 
longer   deemed   confidential    by   Qwest.    See   Qwest 
Communications International,  Inc. File  No. EB-03-IH-0500, 
Application for Review in Part (filed Nov. 12, 2003).  

22   Qwest  apparently  recognizes this  inconsistency.   In 
Qwest's response  to the Bureau's LOI,  Declarant Todd Lundy 
states:   ``it  is  Qwest's  understanding  that  agreements 
relating to  operator services  and directory  assistance do 
not   have  to   be  filed.''   Lundy  Declaration   at  14.  
Nevertheless,  Lundy  continues,  the  ``Wholesale  Contract 
Review Committee out of an abundance of caution has directed 
the filing of these types of operator services and directory 
assistance   agreements  executed   since  the   committee's 
formation in June of 2002.''   Id.  See also Qwest Wholesale 
Agreement Review Committee  Settlement Tracking Sheet, which 
provides  that  agreements  for  directory  assistance  list 
information  should  be   filed.   Documents  Q-CONF-000933, 
000936,  000939,  000942,  000948, 000954,  000960,  000966.  
Several of the unfiled Arizona agreements were for directory 
assistance.

23   Document Q-CONF-003506.

24   Id.

25   Document Q-CONF-000909.

26   Document Q-CONF-004082.

27   On September 10,  2002, Qwest withdrew its  Qwest I and 
Qwest II pending section  271 applications.  Ten days later, 
Qwest  filed a  single application  with the  Commission for 
authorization to provide in-region, interLATA service in all 
of  the nine  states  covered in  the  previous section  271 
applications.  The Commission granted Qwest's nine-state 271 
application  on December  23, 2002.   See Qwest  9-State 271 
Order, 17 FCC Rcd 26303.

28   Qwest  August   20  Letter   at  2.   See   supra  n.18 
(describing the letters).

29   Qwest August 20 Letter at 2.

30   Id. at 1-4.  Qwest stated that it would file agreements 
with CLECs for approval by state commissions in the Qwest II 
states  to  supplement  the  plan  announced  in  its  reply 
comments in  the Qwest I  proceeding, WC Docket  No. 02-148.  
Id. at 1.

31   Documents Q-CONF-002147 through Q-CONF-002149.

32   Document Q-CONF-002148.

33   Id.   An   SGAT  contains  interconnection   terms  and 
conditions available to CLECs  operating in that state.  See 
47 U.S.C.   252(f)(1).   The submission  or approval  of an 
SGAT does  not relieve a  BOC of  its duty to  negotiate the 
terms and conditions of an  agreement under section 251.  47 
U.S.C.  252(f)(5).

34   Qwest  Communications International  Inc. Petition  for 
Declaratory Ruling  on the  Scope of the  Duty to   File and 
Obtain Prior Approval of Negotiated Contractual Arrangements 
under  Section 252(a)(1),  WC Docket  No. 02-89,  Memorandum 
Opinion and  Order, 17  FCC Rcd 19337  (2002) (``Declaratory 
Ruling'').

35   Qwest Petition at 6.

36   Declaratory Ruling, 17 FCC Rcd at 19340-41,  8.

37   Id. (emphasis omitted).

38   See  Order  Adopting   ALJ's  Report  and  Establishing 
Comment Period Regarding Remedies, Minn. Docket No. P-421/C-
02-197 (Nov.  1, 2002).  Among  other things, the  ALJ found 
five different public interest implications arising from the 
unfiled  agreements:  (1)  Qwest's  attempt  to subvert  the 
``pick  and  choose'' provisions  of  the  Act; (2)  Qwest's 
attempt to prohibit CLECs  from participating in section 271 
proceedings;  (3) Qwest's  attempt  to  prohibit CLECs  from 
participating in  the Qwest/US  West merger  proceeding; (4) 
Qwest's   attempt   to   prevent  disclosure   of   negative 
performance information  in the section 271  proceeding; and 
(5) Qwest's  attempt to have  a CLEC become an  advocate for 
Qwest  in  various  proceedings, at  Qwest's  request.   See 
Findings   of   Fact,    Conclusions,   Recommendation   and 
Memorandum, Minn. Docket No. P-421/C-02-197 (Sept. 20, 2002) 
at 48.

39   On February  28, 2003, the Minnesota  Commission issued 
an Order Assessing Penalties,  Minnesota Docket No. P-421/C-
02-197  (Feb. 28,  2003).  After  considering petitions  for 
reconsideration, the Minnesota Commission issued, on its own 
motion,  modifications to  the February  28, 2003  Penalties 
Order.  See Order after Reconsideration on Own Motion, Minn. 
Docket No. P-421/C-02-197 (Apr. 30, 2003).

40   See  Qwest Corporation  v.  Minnesota Public  Utilities 
Commission, et  at., Complaint for Declaratory  Judgment and 
Injunctive Relief to Prevent Enforcement of Public Utilities 
Commission Orders, Civ. File No. 03-3476, D. MN. (filed June 
19, 2003). 

41   See Qwest 9-State 271 Order, 17 FCC Rcd 26303.

42   See id. at 26553-77,  453-486.

43   Letter from Melissa E. Newman, Vice President - Federal 
Regulatory, Qwest, to Marlene  H. Dortch, Secretary, Federal 
Communications Commission, WC Docket No. 02-314, at 1 (filed 
Dec. 13, 2002) (``Qwest December 13 Letter'').

44   Calling Name Delivery (``CNAM'') allows a subscriber to 
receive the calling party name information and date and time 
of the call on a  specialized display device before the call 
is answered.   The calling  party name  is retrieved  from a 
database  accessible  by   the  terminating  central  office 
switch, using non-call-associated  signaling.  See Telcordia 
Notes on  the Networks,  Network Architecture  and Services, 
SR-2275, Issue 4,  14.3 ``CLASS Features'' (Oct. 2000).

45   See Qwest 9-State 271 Order,  17 FCC Rcd at 26571-72,  
478 n.1746.  In the nine-state proceeding, AT&T alleged that 
twelve  unfiled  agreements  should have  been  filed  under 
section  252.   Id.   After  reviewing  the  agreements,  we 
concluded that all  but the ICNAM agreement  had been filed, 
terminated, superseded,  or were  not related to  the duties 
imposed under section 251 of the Act.  Id.  

46   Id.   The Declaratory  Ruling does  not create  such an 
exception, but provides that any ``agreement that creates an 
ongoing obligation pertaining to resale, number portability, 
dialing   parity,   access  to   rights-of-way,   reciprocal 
compensation,  interconnection, unbundled  network elements, 
or collocation is an  interconnection agreement that must be 
filed pursuant to  section 252(a)(1).''  Declaratory Ruling, 
17 FCC Rcd at 19340-41,  8 (emphasis omitted).  

47   See Qwest 9-State 271 Order,  17 FCC Rcd at 26571-72,  
478 n.1746.  This  was also reiterated in  the Qwest 3-State 
271 Order, 18 FCC Rcd at 7397,  126.

48   Qwest 9-State 271 Order, 17  FCC Rcd at 26571-72,  478 
n.1746.  

49   These three agreements were  approved by the New Mexico 
Commission, as  were four  of the  five agreements  filed by 
Qwest on September 9, 2002.  See Qwest 3-State 271 Order, 18 
FCC Rcd at 7398-99,   129.

50   The  Oregon Commission  approved  the three  agreements 
filed  on January  9, 2003,  as well  as sixteen  agreements 
filed on September 4, 2002.  See  id., 18 FCC Rcd at 7399,  
130.

51   The   South  Dakota   Commission  approved   the  eight 
agreements filed  on January 13,  2003, as well as  the four 
agreements filed on September 24, 2002.  See id., 18 FCC Rcd 
at 7399-400,  131.

52   The three-state application wa

53   Letter from Melissa E. Newman, Vice President ? Federal 
Regulatory, Qwest, to Marlene  H. Dortch, Secretary, Federal 
Communications Commission, WC Docket  No. 03-90, at 1 (filed 
May 23, 2003) (including a summary of the agreements).  

54   The Minnesota  271 application was granted  on June 26, 
2003.  See Application by Qwest Communications International 
Inc.  for  Authorization  to  Provide  In-Region,  InterLATA 
Services  in  Minnesota,  WC Docket  No.  03-90,  Memorandum 
Opinion  and  Order,  18   FCC  Rcd  13323  (2003)  (``Qwest 
Minnesota  271  Order'').    We   note  that  the  Minnesota 
commissioners  did  not reach  a  consensus  on whether  the 
Commission  should approve  Qwest's application.   The Chair 
recommended  approval; however,  the remaining  three voting 
commissioners recommended denial.  See Minnesota Comments in 
WC Docket No. 03-90 at 18.

55   On  June 12,  2003, the  Minnesota Commission  approved 
thirteen of the agreements and approved in part and rejected 
in  part the  other 21  previously unfiled  agreements.  See 
Letter  from Melissa  E.  Newman, Vice  President -  Federal 
Regulatory, Qwest  to Marlene H. Dortch,  Secretary, Federal 
Communications Commission,  WC Docket No. 03-90  (filed June 
20, 2003).

56   Qwest  and the  Arizona  Commission  staff proposed  to 
settle the  Arizona investigation.   Under the terms  of the 
consent  decree, which  also included  other matters,  Qwest 
agreed to make a total of  more than $20 million in payments 
and CLEC credits.  We note  that this consent decree remains 
under  review by  the Arizona  Commission.  We  further note 
that  the  reviewing  ALJ  recommended  denial  because  the 
settlement was  too lenient.  See In  re Qwest Corporation's 
Compliance with Section 252(e) of the Telecommunications Act 
of  1996,  Arizona  Corporation Commission  Docket  No.  RT-
00000F-02-0271;  In   re  US  West   Communications,  Inc.'s 
Compliance  with Section  271 of  the Communications  Act of 
1996, Arizona Corporation Commission Docket No. T-00000A-97-
0238; Arizona  Corporation Commission v.  Qwest Corporation, 
Arizona Corporation  Commission Docket  No. T01051B-02-0871, 
Opinion and Order (filed Dec. 2, 2003).

57   See, e.g.,  Letter from  Timothy Berg,  Fennemore Craig 
Law   Offices,  to   Docket  Control,   Arizona  Corporation 
Commission, filed May 23, 2003 (Document Q-PUB-000436).

58   We note  that the  Arizona Commission  did not  reach a 
unanimous conclusion  on whether  we should  approve Qwest's 
271 application; Qwest's application was  found to be in the 
public interest by  a vote of three to  two.  See Evaluation 
of the Arizona  Corporation Commission in WC  Docket No. 03-
194 at 23.

59   Qwest Minnesota  271 Order, 18  FCC Rcd at 13371,   93 
(citations omitted).

60 See supra n.21.

61   See Lundy  Declaration at 15-20.  These  agreements are 
listed in Appendix A.

62 47 U.S.C.   503(b)(1)(B);  47 C.F.R.   1.80(a)(1);  see 
also 47 U.S.C.   503(b)(1)(D) (forfeitures for violation of 
14 U.S.C.   1464).   Section 312(f)(1)  of the  Act defines 
willful  as ``the  conscious  and  deliberate commission  or 
omission  of  [any]  act,  irrespective  of  any  intent  to 
violate'' the law.  47  U.S.C.  312(f)(1).  The legislative 
history to section 312(f)(1) of  the Act indicates that this 
definition  of  willful applies  to  both  sections 312  and 
503(b) of the Act, H.R. Rep. No. 97-765, 97th Cong. 2d Sess. 
51 (1982), and the Commission has so interpreted the term in 
the  section 503(b)  context.   See,  e.g., Application  for 
Review of  Southern California Broadcasting  Co., Memorandum 
Opinion and Order,  6 FCC Rcd 4387,  4388 (1991) (``Southern 
California Broadcasting'').  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 Monetary 
Forfeiture, 16 FCC Rcd 1359 (2001) (``Callais Cablevision'') 
(issuing a Notice  of Apparent Liability for,  inter alia, a 
cable  television   operator's  repeated   signal  leakage).  
``Repeated''  means that  the act  was committed  or omitted 
more  than  once, or  lasts  more  than one  day.   Southern 
California Broadcasting,  6 FCC  Rcd at  4388,   5; Callais 
Cablevision., 16 FCC Rcd at 1362,  9.

63 47 U.S.C.  503(b); 47 C.F.R.  1.80(f).

64 See, e.g., SBC  Communications, Inc.,  Apparent Liability 
for Forfeiture, Forfeiture Order, 17 FCC Rcd 7589, 7591,  4 
(2002).

65   47 U.S.C.  252(a)(1).   In addition, section 252(e)(1) 
of the Act states: 
     Any    interconnection   agreement    adopted   by 
     negotiation or arbitration  shall be submitted for 
     approval  to   the  State  commission.    A  State 
     commission  to  which  an agreement  is  submitted 
     shall  approve  or   reject  the  agreement,  with 
     written findings as to any deficiencies.
47 U.S.C.  252(e)(1).

66   47 U.S.C.  252(i).  See  also section 51.809(a) of the 
Commission's rules, 47 C.F.R.  51.809(a), which provides:  

     An   incumbent  LEC   shall   make  available   without 
     unreasonable delay to any requesting telecommunications 
     carrier  any  individual interconnection,  service,  or 
     network element arrangement  contained in any agreement 
     to  which it is  a party  that is  approved by  a state 
     commission pursuant to section 252 of the Act, upon the 
     same rates, terms, and  conditions as those provided in 
     the  agreement.  An  incumbent  LEC may  not limit  the 
     availability   of   any   individual   interconnection, 
     service, or  network element  only to  those requesting 
     carriers serving  a comparable class of  subscribers or 
     providing  the same  service (i.e.,  local, access,  or 
     interexchange) as the original party to the agreement.

47 C.F.R.  51.809(a).

67   Local Competition Order, 11 FCC Rcd at 16141,  1321.

68   Id. at 15583-84,  167 (emphasis in original).

69   Id. at 16137-42,  1309-23.

70   Declaratory  Ruling,  17  FCC  Rcd  at  19340-41,    8 
(emphasis omitted).   The sentence quoted  in the text  is a 
summary of the interconnection obligations listed in section 
251 of the Act.  47 U.S.C.  251.  With respect to directory 
assistance,  listed  under  ``dialing  parity''  in  section 
251(b)(3),  we  concluded  earlier that  LECs  must  provide 
nondiscriminatory  access  to   local  directory  assistance 
databases  at nondiscriminatory  and reasonable  rates.  See 
Provision  of   Directory  Listing  Information   under  the 
Telecommunications Act of 1934, as amended, First Report and 
Order, 16 FCC  Rcd 2736, 2752,  35 (2001).   We also stated 
that   ``[c]arriers   have    an   obligation   to   provide 
nondiscriminatory access  to that  data, and that,  to carry 
out  that obligation,  section 252  creates a  mechanism for 
public  disclosure  of  the  rates,  terms,  and  conditions 
contained  in  interconnection   agreements.   Carriers  and 
competitive [directory assistance]  providers should then be 
able to opt  into those rates and terms.  Thus,  in order to 
make this nondiscrimination requirement meaningful, we would 
expect carriers to  comply with section 252  and make rates, 
terms, and  conditions data available to  requesting parties 
in a timely manner.''  Id. at 2752,  36.

71   Declaratory Ruling, 17 FCC Rcd at 19340-41,  8.

72   Id. at 19341,  9.

73   Id. at 19342-43,  12.

74   Id. at 19343,  13.

75   Id. at 19343,  14.  In addition, we recently held that 
to  the  extent  that  the Declaratory  Ruling  requires  an 
agreement pertaining solely  to wireline-to-wireless porting 
to be  filed as  an interconnection  agreement with  a state 
commission pursuant to  sections 251 and 252 of  the Act, we 
forbear  from  those  requirements.   See  Telephone  Number 
Portability,  CTIA  Petitions   for  Declaratory  Ruling  on 
Wireline-Wireless  Porting  Issues,  CC Docket  No.  95-116, 
Memorandum Opinion and Order  and Further Notice of Proposed 
Rulemaking, 18 FCC Rcd 23697, 23711-12,  35-37 (2003).

76   Qwest 9-State 271 Order, 17  FCC Rcd at 26571-72,  478 
n.1746.

77   Id.

78   See Qwest 3-State 271 Order, 18 FCC Rcd at 7397,  126.

79   In addition,  Qwest filed  53 unfiled  agreements after 
receipt of the LOI.  See supra n.61.

80   On September  4, 2003,  Qwest filed an  application for 
authorization to provide in-region, interLATA service in the 
state of Arizona.

81   The  Minnesota agreements  filed  on March  25 and  26, 
2003,  consist  of  the   following:   June  9,  2000  ICNAM 
agreement  with  Allegiance;   December  27,  2001  Facility 
Decommissioning Reimbursement agreement  with AT&T; December 
22, 1999 agreement for CMDS hosting and message distribution 
for  co-providers (in-region  with  operator services)  with 
Cady &  addendum to agreement  for CMDS hosting  and message 
distribution for  co-providers with Cady; November  15, 2001 
Facility Decommissioning Reimbursement agreement with DSLnet 
Communications;  March  1,  2002 settlement  agreement  with 
Eschelon; July  13, 2001  billing settlement  agreement with 
Global  Crossing; October  3, 2001  Facility Decommissioning 
Reimbursement agreement with Hickory  Tech; January 15, 2000 
Transient  Interim  Signaling Capability  Service  Agreement 
with  IdeaOne; August  6, 1999  LIDB storage  agreement with 
InfoTel;  July   9,  1999  ICNAM  agreement   with  InfoTel; 
September 29,  2000 ICNAM agreement with  MainStreet; May 1, 
2000  settlement  agreement  with  McLeod;  April  28,  2000 
billing settlement  agreement with McLeod; October  26, 2000 
confidential agreement  with McLeod; June 29,  2001 business 
escalation  agreement  with  MCI;   June  29,  2001  billing 
settlement agreement  with MCI;  December 27,  2001 Facility 
Decommissioning  Reimbursement agreement  with MCI;  October 
13, 1999 8XX Database Query Service agreement with MediaOne; 
October 13, 1999 ICNAM  agreement with MediaOne; October 13, 
1999 LIDB storage agreement  with MediaOne; November 5, 1997 
ICNAM  agreement with  OCI; October  22, 1997  agreement for 
CMDS   hosting  and   in-region  message   distribution  for 
alternately billed messages  for co-providers (with operator 
services)  with OCI  & addendum;  October 22,  1997 Physical 
Collocation  Agreement with  OCI;  January  8, 2001  Transit 
Record Exchange  Agreement to  Co-Carriers (Wireline-Transit 
Qwest-CLEC) with Otter Tail;  January 8, 2001 Transit Record 
Exchange Agreement  to Co-Carriers  (WSP-Transit Qwest-CLEC) 
with Otter Tail;  June 1, 2000 settlement  with SBC; October 
5,  2001  Facility Decommissioning  Reimbursement  agreement 
with SBC;  April 18, 2000 confidential  stipulation for Toll 
Services and OSS  with Small Minnesota CLECs;  July 14, 1999 
letter  with  US  Link/InfoTel re/  extended  area  service; 
November 14, 2000 ICNAM agreement with Val-ed Joint Venture; 
January 18,  2000 Transit  Record Exchange Agreement  to Co-
Carriers (WSP-Transit  USW-CLEC) with Val-ed  Joint Venture; 
January 18,  2000 Transit  Record Exchange Agreement  to Co-
Carriers  (Wireline-Transit  USW-CLEC)   with  Val-ed  Joint 
Venture; December 31, 2001 billing settlement agreement with 
XO.  Documents Q-PUB-001087 through Q-PUB-001339.  

82   See supra n.55.

83   The Arizona agreements consist of the following:  March 
23,  2000 ICNAM  agreement  with Allegiance;  June 29,  2000 
directory  assistance agreement  with  Allegiance; July  12, 
2001  Custom Local  Area Signaling  Services agreement  with 
Adelphia; July 14, 1999  directory assistance agreement with 
Frontier;  July 14,  1999 operator  services agreement  with 
Frontier; March  14, 2001  operator services  agreement with 
Ionex; March  14, 2001  directory assistance  agreement with 
Ionex; April 20, 2001  LIDB storage agreement with Adelphia; 
October 4,  1999 operator services agreement  with OnePoint; 
October   4,  1999   directory  assistance   agreement  with 
OnePoint;  December  16,  1998 Transient  Interim  Signaling 
Capability  Service Agreement  with  US  West Wireless;  and 
February 26,  1999 operator services agreement  with Winstar 
Wireless.  Documents Q-PUB-000318 through Q-PUB-000447.

84   See Application  by Qwest  Communications International 
Inc.  for  Authorization  to  Provide  In-Region,  InterLATA 
Services  in  Arizona,  WC  Docket  No.  03-194,  Memorandum 
Opinion  and Order,  18 FCC  Rcd 25504,   25534,   55 n.205 
(2003); Qwest  Memo at 13.   See also Qwest  Application, WC 
Docket No. 03-194, at  124 (explaining that these agreements 
``have been approved by  the Arizona Commission by operation 
of law.'')

85   See Lundy  Declaration at  6-11, listing the  states in 
which the  terms of 32  of the Minnesota  unfiled agreements 
were also available.

86   See,   e.g.,   Qwest   ``Training  Outline   for   CLEC 
Agreements.''    Documents  Q-CONF-002147   through  Q-CONF-
002149.

87   See Qwest 9-State 271 Order,  17 FCC Rcd at 26571-72,  
478 n.1746; Qwest  3-State 271 Order, 18 FCC Rcd  at 7397,  
126.

88   Qwest August 20 Letter at 2.

89   Qwest  August  20 Letter.   In  Iowa,  Qwest filed  its 
previously unfiled agreements on  July 29, 2002, pursuant to 
an  order  from the  Iowa  Board.   The Colorado  Commission 
reviewed sixteen agreements, found  that all sixteen met the 
definition of  interconnection agreements, and  approved two 
of  the  sixteen  agreements,  and rejected  twelve  due  to 
provisions  that ``violate  the public  policy'' and  two as 
incomplete.   See Qwest  9-State 271  Order, 17  FCC Rcd  at 
26559-60,   461.  The  Idaho Commission approved  all seven 
agreements.  See  id. at  26560-61,   463.  The  Iowa Board 
concluded,  in  its  own investigation  of  Qwest's  unfiled 
agreements, that Qwest had violated  section 252, as well as 
a state  rule, by  failing to file  the agreements  with the 
Board.  See id. at 26561-62,  464-65.  Pursuant to the Iowa 
Board's order,  Qwest filed fourteen agreements,  which were 
subsequently approved.  Id.  The Montana Commission approved 
four agreements  and denied  three agreements.   See  id. at 
26563,   466.    The Nebraska  Commission approved  the ten 
agreements that  Qwest filed.  See  id. at 26563-64,   467.  
North Dakota approved the three agreements Qwest filed.  Id. 
at 26564,   468.  The  Utah Commission approved  the eleven 
agreements Qwest filed, by operation  of law.  Id. at 26564, 
  469.   The  Washington Commission  approved  the  sixteen 
agreements Qwest filed.   Id. at 26565,   470.  The Wyoming 
Commission approved the four agreements Qwest filed.  Id. at 
26566,  471. 

90   These three agreements were  approved by the New Mexico 
Commission, as  were four  of the  five agreements  filed by 
Qwest on September 9, 2002.  See Qwest 3-State 271 Order, 18 
FCC Rcd at 7398-99,   129.

91   The  Oregon Commission  approved  the three  agreements 
filed  on January  9, 2003,  as well  as sixteen  agreements 
filed on September 4, 2002.  See  id., 18 FCC Rcd at 7399,  
130.

92   The   South  Dakota   Commission  approved   the  eight 
agreements filed  on January 13,  2003, as well as  the four 
agreements filed on September 24, 2002.  See id., 18 FCC Rcd 
at 7399-400,  131.

93   We  granted the  three-state application  on April  15, 
2003.  

94   Qwest July 31, 2003 Letter.

95   Declaratory Ruling,  17 FCC Rcd  at 19343,  13.   See, 
e.g., Core  Communications, Inc. v. Verizon  Maryland, Inc., 
Memorandum Opinion  and Order, 18  FCC Rcd 7962, 7971,   24 
(2003) (explaining that Core accepted the terms of Verizon's 
Maryland SGAT;  Core and  Verizon signed  a schedule  to the 
SGAT   entitled   ``Request  for   Interconnection'';   and, 
therefore,  the   Maryland  SGAT  served  as   the  parties' 
interconnection agreement). 

96   See Qwest December 13 Letter at  2 & Attachment 1, at 1 
(attaching matrix  of agreements with explanation  as to why 
Qwest did not  file each agreement; stating  with respect to 
the  Allegiance ICNAM  agreement, ``[t]he  FCC's Declaratory 
Ruling  held that  order  and contract  forms `completed  by 
carriers to obtain service  pursuant to terms and conditions 
set forth in an  interconnection agreement do not constitute 
either an  amendment to that interconnection  agreement or a 
new  interconnection  agreement  that must  be  filed  under 
section 252(a)(1)' . . . . '').  Attachment 1, at 2 (quoting 
Declaratory Ruling, 17 FCC Rcd at 19343,  13).

97   Qwest 9-State 271 Order, 17  FCC Rcd at 26571-73,  478 
n.1746.

98   See,  e.g., Qwest  Memo  at n.30  (explaining that  the 
``form'' contract  for CMDS had  changed in June  2003).  We 
also note that a carrier's SGAT may change.

99   Document Q-CONF-002148.

100  Qwest July 31, 2003 Letter at 2-3.

101  Declaratory Ruling, 17 FCC Rcd at 19341,  9.

102  See 47 U.S.C.  252(f).

103  Qwest Memo at 4.

104  Qwest Memo at 10.

105  Qwest Memo at 10 (citing Declaratory Ruling, 17 FCC Rcd 
at 19341-42,  10).

106  Declaratory Ruling,17 FCC Rcd at 19341-42,  10.

107  We also  note that  in the Qwest  August 20  Letter, in 
which   Qwest  discussed   filing  the   previously  unfiled 
agreements in  Colorado, Idaho, Nebraska, and  North Dakota, 
Qwest asserted that the filings would be made to comply with 
the requirements of section 252.   Qwest August 20 Letter at 
1-2.

108  Qwest Memo at 10.

109  See supra n.38. 

110  See Findings  of Fact, Conclusions,  Recommendation and 
Memorandum, Minn. Docket No. P-421/C-02-197 (Sept. 20, 2002) 
at 52.

111  Qwest Memo at 12.

112  Qwest July  31, 2003 Letter  at 2.  We note  that Qwest 
provided  these agreements  to  the Minnesota  DOC, not  the 
Minnesota  Commission  per  se.   The Minnesota  DOC  is  an 
independent arm  of the  Minnesota Commission,  charged with 
representing   ``the   broad    public   interest   in   all 
telecommunications    matters    before    the    [Minnesota 
Commission].''       See     Minnesota      DOC     website: 
http://www.state.mn.us/cgi-
bin/portal/mn/jsp/content.do?subchannel=-
536881735&programid=536884839&sc3=null&sc2=null&id=-
536881351&agency=Commerce.

113  47 U.S.C.  252(e)(1).

114  See, e.g.,  Application for  Approval of the  March 26, 
2003 Amendment to the Interconnection Agreement between U.S. 
Link,  Inc. and  Qwest Corporation  (Originally Approved  in 
Docket No.  P-465,421/M-97-1316); Incorporating  the Ability 
to Use Local Tandem Functionality  to Transport Calls to and 
from Extended  Area Service  (EAS) Calling  Areas, Minnesota 
Public Utilities  Commission Docket  No. P-465,421/IC-03-456 
(Jun. 12, 2003).

115  Qwest Memo at 13.

116  Id.

117  See, e.g.,  Letter from  Timothy Berg,  Fennemore Craig 
Law   Offices,  to   Docket  Control,   Arizona  Corporation 
Commission, filed May 23, 2003 (Document Q-PUB-000436).

118  See Qwest December 13 Letter.

119  See, e.g., Southern California  Broadcasting Co., 6 FCC 
Rcd at 4388.

120  Southern California Broadcasting, 6  FCC Rcd at 4388,  
5; Callais Cablevision., 16 FCC Rcd at 1362,  9.

121  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).

122  47 U.S.C.  503(b)(2)(B).

123  Qwest Memo at 4  (quoting Trinity Broadcasting Corp. v. 
FCC, 211 F.3d 618, 628 (D.C. Cir. 2000)).

124  These obligations  are, in brief:  the  duty to provide 
resale,  number  portability,   dialing  parity,  access  to 
rights-of-way;  to  establish  reciprocal  compensation;  to 
negotiate in good  faith the section 251  duties; to provide 
interconnection;  to  provide  access to  unbundled  network 
elements;  and  to provide  collocation.   See  47 U.S.C.   
251(b) & (c).

125  47 U.S.C.  251(a), (e).

126  See Qwest 9-State 271 Order, 17 FCC Rcd at 26569,  475 
(addressing  the   issue  that   an  agreement  is   not  an 
``interconnection agreement'' until the state commission has 
made that determination).  

127  See,  e.g.,  AT&T  Corporation Apparent  Liability  for 
Forfeiture, Notice of Apparent  Liability for Forfeiture, 18 
FCC Rcd 23398,  23402,  9 (2003) (explaining  that AT&T did 
not  comply with  the requirement  that it  place consumers' 
names on the do-not-call list within a reasonable time; that 
AT&T's own  policy of placing  customers' names on  the list 
within 30  days was the  outer limit of  reasonableness; and 
that AT&T apparently did not even meet this standard).

128  See Qwest August 20 Letter at 2.  The Qwest proposal is 
summarized at Qwest 9-State 271  Order, 17 FCC Rcd 26555-56, 
  457.   Qwest's  May  2002  policy  also  involved  filing 
previously unfiled  agreements for states that  were subject 
to section 271 applications.  See id. at 26569, n.1738.  The 
fact that Qwest assured the  Commission that it had filed or 
was filing previously  unfiled interconnection agreements in 
application  states does  not  justify its  failure to  file 
previously  unfiled  interconnection   agreements  in  other 
states.

129   Id. at 26571-72,  478 n.1746.  

130  See supra para. 14.

131  SBC Michigan 271 Order, 18 FCC Rcd at 19122-23,  180.

132  Id.

133  Order  Adopting ALJ's  Report and  Establishing Comment 
Period Regarding Remedies,  Minnesota Docket No. P-421/C-02-
197, at 5 (Nov. 1, 2002).

134  Specifically,   the   proposed   settlement   agreement 
contains an allegation that  ``Qwest violated section 252(e) 
of  the  Telecommunications  Act  by  failing  to  file  for 
Commission  review  and  approval  certain  agreements  with 
Competitive Local Exchange Carriers (``CLECs'') operating in 
the  state  of  Arizona''  and an  allegation  that  ``Qwest 
improperly  entered into  settlement  agreements with  CLECs 
that  resulted  in nonparticipation  by  such  CLECs in  the 
Commission  docket  evaluating   Qwest's  application  under 
Section 271  of the Telecommunications Act  ....''  See July 
25, 2003 Settlement Agreement  between Qwest Corporation and 
Arizona   Corporation  Commission.    We   note  that   this 
settlement has not been  approved by the Arizona Commission.  
See supra n.56.

135  See  SBC Communications,  Inc.  Apparent Liability  for 
Forfeiture, Forfeiture Order, 17 FCC  Rcd 19923, 19935,  24 
(2002) (assessing a significant penalty due to the potential 
competitive impact of SBC's violations).

136  Qwest Memo at 12.

137  Qwest Memo at 13.

138  Our action  today covers the twelve-month  period prior 
to the release data of this NAL.

139  See   Verizon   Telephone  Companies,   Inc.   Apparent 
Liability for  Forfeiture, Notice of Apparent  Liability for 
Forfeiture, 18 FCC Rcd 18796, 18803,  17 (2003) (explaining 
that we  would not  propose the maximum  possible forfeiture 
because that would  result in an excessive  amount under the 
circumstances).

140  See  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, 
17099-100,    24 (1997);  recon.  denied,  15 FCC  Rcd  303 
(1999).

141  See ``Qwest Communications  Reports Second Quarter 2003 
Net   Loss  Per   Share  of   $0.05;  Financial   Statements 
Essentially Complete,'' Press Release, Sept. 3, 2003.

142  See 47 C.F.R.  1.1914.