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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                                 )                           
                                                                             
                                                 )                           
                                                                             
                                                 )                           
     In the Matter of                                                        
                                                 )                           
     AT&T Corp.,                                                             
                                                 )                           
     Complainant,                                                            
                                                 )                           
     v.                                                                      
                                                 )                           
     Alpine Communications, LLC, Clear Lake                                  
                                                 )   File No.: EB-12-MD-003  
     Independent Telephone Co., Mutual                                       
     Telephone Co. of Sioux Center, Iowa,        )                           
     Preston Telephone                                                       
                                                 )                           
     Co., and Winnebago Cooperative Telephone                                
     Association,                                )                           
                                                                             
     Defendants.                                 )                           
                                                                             
                                                 )                           
                                                                             
                                                 )                           
                                                                             
                                                 )                           


                            ORDER ON RECONSIDERATION

   Adopted: December 20, 2012 Released: December 21, 2012

   By the Commission:

   I. INTRODUCTION

    1. This Order on Reconsideration dismisses on procedural grounds and, as
       an alternative and independent basis for the decision, denies on the
       merits certain issues raised in a petition for reconsideration filed
       under section 1.106 of the Commission's rules by Alpine
       Communications, LLC, Clear Lake Independent Telephone Company, Mutual
       Telephone Company of Sioux Center, Iowa, Preston Telephone Company,
       and Winnebago Cooperative Telecom Association (collectively, the Iowa
       LECs). The Order further denies the remaining issues raised in the
       Petition. The Iowa LECs seek reconsideration of the Commission's
       Memorandum Opinion and Order granting a formal complaint filed by AT&T
       Corp. (AT&T) against them under Section 208 of the Act. In the Order,
       the Commission found that the Iowa LECs violated Sections 201(b) and
       203 of the Communications Act of 1934, as amended (Act), by engaging
       in an unlawful "mileage-pumping" scheme. As explained below, the
       Petition is procedurally flawed and lacks merit, and we decline to
       reconsider the Order.

   II. BACKGROUND

    2. The Iowa LECs are incumbent local exchange carriers (ILECs) that
       provide local exchange telecommunications services in rural areas of
       Iowa. AT&T is an interexchange carrier (IXC) furnishing
       telecommunications services that enable customers from one local
       exchange area to call customers in other local exchange areas. Iowa
       Network Services (INS) is a statewide fiber-optic network and
       switching system that "offers and provides" centralized equal access
       (CEA) telecommunications services used to facilitate the delivery of
       interstate (and intrastate) calls in Iowa. IXCs must deliver their
       traffic to INS and typically do so by interconnecting with the INS
       central access tandem switching system in Des Moines. INS delivers the
       long-distance traffic received from IXCs over its fiber ring to one of
       sixteen Points of Interconnection (POIs) located across the state and
       bills IXCs at a flat, non-distance-sensitive rate for every minute of
       traffic transported. At the POIs, the Iowa LECs connect with the INS
       network and transport interstate switched access traffic between their
       POIs and their end office switches.

    3. The Iowa LECs initially established POIs with the INS network at toll
       centers in close physical proximity to their operating territories.
       Then, between 2001 and 2005, each of the Iowa LECs purported to change
       its POI to Des Moines and began billing AT&T mileage-based transport
       charges for carrying the traffic between their local exchanges and Des
       Moines. This created a sizeable increase in the transport mileage used
       to calculate the Iowa LECs' switched access charges without affording
       corresponding benefits to end users or IXCs. The Iowa LECs contend
       that the applicable tariffs permit them to alter their POIs and, as a
       result, impose distance-sensitive charges for the transport of IXC
       traffic that INS is required to provide at a flat,
       distance-insensitive rate.

    4. In the Order, the Commission found, for three independent reasons,
       that the Iowa LECs violated the NECA Tariff in contravention of
       Sections 203 and 201(b) of the Act. First, the Commission determined
       that the Iowa LECs billed AT&T mileage charges that are not authorized
       under the NECA Tariff. The Commission concluded that the NECA Tariff
       incorporates the INAD Tariff's terms regarding POI selection, because
       the parties stipulated that INS is a "non telephone company provider"
       of CEA. The Commission then noted that the INAD Tariff does not
       describe how the POI is to be selected but rather defines the "Point
       of Interconnection" as the "demarcation point or network interface, on
       an Iowa Network premises at which Iowa Network's responsibility for
       the provision of [CEA] ends." After considering AT&T's and the Iowa
       LECs' equally "reasonable constructions of the term `responsibility,'"
       the Commission concluded that the term is ambiguous, thereby rendering
       the NECA Tariff ambiguous as well, and it construed the ambiguity
       against the Iowa LECs. The Commission thus held that Des Moines was
       not the POI for the Iowa LECs because INS retained "responsibility"
       for transmission between Des Moines and the Iowa LECs' traditional
       POIs.  Second, the Commission found that three of the Iowa LECs
       (Alpine, Mutual, and Preston) that billed AT&T for transport to and
       from Des Moines (which is outside the LATAs in which they serve their
       local customers and have local exchanges) violated provisions in the
       NECA Tariff stating that access services may be provided only "in" or
       "within a LATA." Third, the Commission held that, even assuming that
       the POI had changed, four of the Iowa LECs (Alpine, Clear Lake,
       Mutual, and Preston) failed to comply with the provision in the NECA
       Tariff requiring that they give "reasonable notice" of
       "service-affecting" activities, which encompassed changes in POIs that
       resulted in substantial increases in access bills.

    5. In the alternative, the Commission held that, if the NECA Tariff were
       interpreted to allow the Iowa LECs to change their POIs for the sole
       purpose of inflating mileage charges, the tariff is unreasonable in
       violation of Section 201(b). The Commission explained that carriers do
       not have "unbounded authority" to determine POIs and that any CEA
       arrangement that "significantly increas[es] IXCs' operating costs
       without significant increases in service choices or benefits to
       subscribers" and IXCs would be unreasonable. The Commission relied on
       the undisputed facts in the record establishing that the Iowa LECs'
       purported changes to their POIs with INS (i) were designed to, and in
       fact did, result in "net increases" to the LECs' billed access charges
       to AT&T and thereby would have "increased" the LECs' net "revenues and
       profits," and (ii) provided "no benefits" to end users or to AT&T.

   III. DISCUSSION

    6. The Iowa LECs offer five reasons the Commission should reconsider its
       determination that they violated the NECA Tariff in contravention of
       Sections 203 and 201(b) of the Act. Specifically, the Iowa LECs argue
       that (1) INAD is the party to the INAD Tariff and did not possess the
       facilities to provide the services in issue; (2) the POI changes did
       not affect service, and sufficient proof was offered that AT&T
       received actual and constructive notice of the POI changes; (3) INAD
       removed the facilities leased by the Iowa LECs from their facilities
       leased from INICD; (4) the Commission's conclusions should be applied
       only prospectively, and AT&T should be estopped from the recovery of
       damages or other retroactive relief; and (5) because AT&T paid several
       years of invoices for switched access transport, it should be estopped
       from the recovery of damages or other retrospective relief. We address
       each of these arguments in turn.

     A. The Commission Properly Concluded that the Iowa LECs Were Not
        Responsible for Providing Service Between Des Moines and the
        Traditional POIs Within the Meaning of the Tariff.

          1. Because the Petition is Procedurally Defective, We Dismiss It.

    7. In the Order, the Commission found that the NECA Tariff incorporates
       the INAD Tariff's definition of "Point of Interconnection," which is
       the "demarcation point or network interface, on an Iowa Network
       premises at which Iowa Network's responsibility for the provision of
       [CEA] ends." The Commission then construed the term "responsibility,"
       considering each side's arguments about that word's meaning. AT&T
       maintained that "responsibility" means "own[ing], control[ling],
       operat[ing], and maintain[ing] the facilities that are used to provide
       the CEA service."  AT&T argued that, under that construction,
       responsibility shifted from INS to the Iowa LECs at the traditional
       POIs, because INS retained ownership and control of the facilities
       between Des Moines and the traditional POIs, notwithstanding any
       leases between the Iowa LECs and INS. The Iowa LECs, on the other
       hand, asserted that "responsibility" means "accountability" for the
       CEA service. They claimed that, by virtue of their "leases" with INS,
       they acquired the means to transport the traffic and became
       exclusively entitled to impose transport charges for that traffic. As
       part of their argument, the Iowa LECs spent "considerable time . . .
       making distinctions between two divisions of INS," asserting that one
       division (INAD) "removed the facilities" used to transport traffic
       from Des Moines to the traditional POIs from the facilities it leased
       from another division (INICD) and that the Iowa LECs subsequently
       became responsible for those facilities by virtue of their leases with
       INICD.

    8. The Commission asked "whether the Iowa LECs, as opposed to any part of
       INS, exercised `responsibility.'" In other words, for purposes of its
       analysis, the Commission assumed that the Iowa LECs' assertions about
       the internal leases were true and concluded that the Iowa LECs had
       proffered one "reasonable construction[] of the term
       `responsibility.'" Nevertheless, the Commission also found that AT&T
       presented an equally plausible construction of the term
       "responsibility." The resulting ambiguity led the Commission to
       construe the language in the INAD Tariff and, in turn, the NECA Tariff
       against the Iowa LECs.

    9. Although the Order squarely considered and rejected the Iowa LECs'
       argument about the significance of INS's internal divisions, the Iowa
       LECs advance it a second time in their Petition, asserting that the
       relationship between the INS divisions was "highly relevant" and that
       the Order's "refusal to address" the issue resulted in an "internal
       inconsistency." We dismiss this aspect of the Petition because it is
       "settled Commission policy that petitions for reconsideration are not
       to be used for the mere reargument of points previously advanced and
       rejected."

      1. On Alternative and Independent Grounds, We Deny the Petition Because
         It Lacks Merit.

   10. As an alternative and independent basis for our decision, we deny the
       argument on the merits because it is based on a mischaracterization of
       the Order. The Iowa LECs contend that the Commission "apparently"
       agreed that "INAD (by virtue of its lease of the facilities for
       transport from INICD) obtained `responsibility' for the transport of
       the traffic under the CEA relationship" and that the Iowa LECs
       subsequently assumed that responsibility by virtue of their leases
       with INICD. According to the Iowa LECs, it is "inconsistent" for the
       Commission to conclude that "responsibility . . . can be conferred
       from INICD to INAD by virtue of a lease, but to reject this
       proposition . . . when the same type of leasing arrangement is
       utilized and only the identity of the lessee is changed from INAD to
       [the Iowa LECs]." To the extent the Iowa LECs believe the Commission
       reached conclusions about the relative "responsibility" between INAD
       and INICD under leases, however, they are mistaken. The record
       contained no evidence regarding the substance of leases between INAD
       and INICD, and the Commission made no findings about those leases.

   11. The Iowa LECs further argue that, when faced with an ambiguity, the
       Commission should have considered extrinsic evidence "to aid in tariff
       interpretation." To begin, they cite a letter from INS indicating that
       the Iowa LECs "provide and determine how to provide transport" and a
       letter from NECA stating that the Iowa LECs "possess authority to
       reconfigure their networks and provide transport." Neither of these
       letters, however, addresses the precise question at hand-i.e., the
       appropriate construction of the word "responsibility" as it is used in
       the NECA Tariff. Rather, the letters express opinions about the Iowa
       LECs' "rights" under the NECA Tariff based upon provisions of the
       tariff that the Commission held are not relevant to determining the
       locations of the POIs. Next, the Iowa LECs highlight decisions by the
       Iowa Utilities Board and the Iowa Supreme Court that "conferred upon
       [the Iowa LECs] the right to designate the POI and to provide
       transport capacity." Yet those decisions similarly do not discuss the
       meaning of the term "responsibility" in the NECA Tariff, which the
       Commission held determines the POI location. Finally, the Iowa LECs
       rely upon the "uncontroverted testimony of Robert Sherlock regarding
       `responsibility' for delivery of the CEA traffic." Although
       Mr. Sherlock's testimony is consistent with the Iowa LECs'
       construction of the term "responsibility," it does nothing to undercut
       AT&T's equally plausible construction of the term. Indeed,
       Mr. Sherlock acknowledged that the leases between the Iowa LECs and
       INS were "paper changes" that effected "no change with respect to
       INS's control of the traffic" and that the "network is still
       maintained by INS personnel." We thus conclude that none of these
       arguments provide a basis for reconsidering the Order.

     A. The Commission Properly Determined that the POI Changes Constituted
        "Service-Affecting Activities" Under the NECA Tariff and that, with
        the Exception of Winnebago, the Iowa LECs Did Not Provide Reasonable
        Notice of the Changes as Required by the NECA Tariff.

   12. In the Order, the Commission found that all but one of the Iowa LECs
       violated the NECA Tariff's requirement that they provide customers
       with "reasonable notification of service-affecting activities." In
       particular, the Order highlighted the NECA Tariff's language
       identifying "rearrangements" as an example of a "service-affecting
       activity," noted the Iowa LECs' characterization of a POI as the
       "location where the facilities of INAD meet the facilities of the
       LEC," and explained that a "change in that location-especially when
       accompanied by a significant increase in mileage charges" is
       equivalent to a "rearrangement." The Order went on to find that
       Winnebago alone provided AT&T with actual notice of the POI change,
       and it rejected the Iowa LECs' assertions that AT&T otherwise received
       constructive notice of the POI changes.

   13. The Iowa LECs challenge the Order's conclusion that the change of POIs
       is a "service-affecting activity." Although they acknowledge that POI
       changes "may, arguably, be classified as a `rearrangement,'" the Iowa
       LECs assert that the Order did "not provide any rationale for the
       conclusion . . . that this activity `affected service.'" This
       assertion is baseless. The Commission explained how this particular
       rearrangement - which was intended to, and in fact did, drastically
       increase the amount of mileage for which the Iowa LECs would bill
       transport - affected the service AT&T received.

   14. The Iowa LECs further claim that the Commission "failed to address" a
       purported "inconsistency" between this conclusion and AT&T's argument
       that the change of POIs "had no effect" upon the transport of AT&T's
       traffic. There is no inconsistency, however. The argument AT&T made in
       its Complaint is that the "leases" between INS and the Iowa LECs did
       not bring about a true change of responsibility for handling the
       traffic. In the portion of the Order dealing with the notice issue,
       the Commission assumed that the Iowa LECs changed their POIs, and
       examined whether the POI changes affected the Switched Access Service
       AT&T received under the NECA Tariff. As explained above, the
       Commission found that the service was altered as a result of the POI
       changes (assuming there was a change), because the Iowa LECs
       significantly increased the number of miles (an additional 79 to 135
       miles) for which they imposed transport charges.

   15. Next, the Iowa LECs argue that the Commission erroneously disregarded
       expert witness affidavits and reports purportedly showing that AT&T
       received "constructive and/or actual notice" of POI changes through
       "adjustments made to the Local Exchange Routing Guide [LERG] . . . and
       to NECA Tariff FCC No. 4." As the Order explained, the Iowa LECs did
       not pinpoint the portions of the LERG or the NECA Tariff they contend
       support their assertions, in violation of the Commission's rules
       requiring parties to plead all facts in support of their claims and
       defenses fully and with specificity. The Iowa LECs nonetheless argue
       that Federal Rule of Evidence 703 relieved them of the obligation to
       proffer information regarding the facts upon which their experts
       relied. The Commission's formal complaint rules, rather than Rule 703,
       apply here, however. The Iowa LECs have never identified the portions
       of the NECA Tariff (which is thousands of pages long and frequently
       updated), or the LERG (which is similarly voluminous) they contend
       constituted "reasonable notification of [a] service-affecting
       activit[y]," as required by the Commission's formal complaint rules.

   16. Finally, the Iowa LECs object to the Commission's failure to "accept
       the allegation of Preston's representative that he provided AT&T with
       a letter informing it of the POI change," given that AT&T "never
       claimed that it did not receive the letter."  The Commission, the Iowa
       LECs argue, "should have required satisfactory evidence from AT&T
       (i.e., an affidavit) that it did not possess the letter before
       concluding that there was a lack of evidence supporting the
       assertion." As explained in the Order, however, the Commission
       declined to credit Mr. Kilburg's testimony that he specifically
       recalled sending a letter to each IXC eight years earlier without any
       documentary evidence to support his recollection. The Commission was
       well within its discretion "to refuse to accord evidentiary value to a
       witness' uncontradicted testimony where such testimony was found to be
       inherently improbable . . . ."

     A. The Order Accurately Stated that AT&T Was Billed Twice for Transport.

   17. The Iowa LECs object to the Order "to the degree that [it] can be read
       to infer that AT&T was `double-billed' for transport." The phrase
       "double-billed" appears nowhere in the Order. The Order does note that
       AT&T is being billed for transport both by INS (at a flat rate) and by
       the Iowa LECs (at a mileage-based rate). Those statements reflect,
       nearly verbatim, the parties' stipulations and are in no way
       inaccurate.

     A. The Iowa LECs' Remaining Assertions Pertain to Damages and Can Be
        Addressed in Connection with Any Damages Complaint AT&T Files.

   18. The Petition argues that AT&T should be "estopped from the recovery of
       damages or other retrospective relief." According to the Iowa LECs, it
       was "material error for the Commission to conclude that an award of
       damages to AT&T was justified and appropriate" because they proffered
       a "reasonable" interpretation of the NECA Tariff and, accordingly,
       were not on "fair notice" that their actions were inconsistent with
       their tariff. The Iowa LECs further contend that AT&T was aware of the
       increase in transport charges resulting from the Iowa LECs' POI
       changes and yet "never advised [the Iowa LECs] of any objection to the
       increase . . . ." In their view, it was "inappropriate for the
       Commission to conclude that an award of damages to AT&T was justified
       and appropriate" because AT&T's "actions and inactions establish the
       elements of equitable estoppel."

   19. Nowhere in the Order did the Commission conclude that AT&T is entitled
       to an award of damages. The Order ruled in AT&T's favor on issues of
       liability, noted that AT&T had requested damages to be determined in a
       separate proceeding, and stated that AT&T "may file with the
       Commission a supplemental complaint for damages in accordance with 47
       C.F.R. S: 1.722(e)." In response to any supplemental complaint for
       damages that AT&T files, the Iowa LECs will have ample opportunity to
       present and substantiate their estoppel defenses. After considering
       those and any other defenses, the Commission will decide whether AT&T
       is entitled to an award of damages.

   IV. ORDERING CLAUSEs

   20. Accordingly, IT IS ORDERED, pursuant to sections 1, 4(i), 4(j), 201,
       203, 208, and 405 of the Communications Act of 1934, as amended, 47
       U.S.C. S:S: 151, 154(i), 154(j), 201, 203, 208, and 405, and section
       1.106 of the Commission's rules, 47 C.F.R. S: 1.106, that the
       Defendants' Petition for Reconsideration of Memorandum Opinion and
       Order is DISMISSED.

   21. It is FURTHER ORDERED, pursuant to sections 1, 4(i), 4(j), 201, 203,
       208, and 405 of the Communications Act of 1934, as amended, 47 U.S.C.
       S:S: 151, 154(i), 154(j), 201, 203, 208, and 405, and section 1.106 of
       the Commission's rules, 47 C.F.R. S: 1.106, that, as an alternative
       and independent holding, the Defendants' Petition for Reconsideration
       of Memorandum Opinion and Order is otherwise DENIED.

   FEDERAL COMMUNICATIONS COMMISSION

   Marlene H. Dortch

   Secretary

   Defendants' Petition for Reconsideration of Memorandum Opinion and Order,
   File No. EB-12-MD-003 (filed Oct. 11, 2012) (Petition).

   47 C.F.R. S: 1.106.

   AT&T Corp. v. Alpine Communications, LLC, Clear Lake Independent Telephone
   Company, Mutual Telephone Company of Sioux Center, Iowa, Preston Telephone
   Company, and Winnebago Cooperative Telecom Association, Memorandum Opinion
   and Order, 27 FCC Rcd 11511 (2012) (Order).

   Formal Complaint of AT&T Corp., File No. EB-12-MD-003 (filed Apr. 13,
   2012) (Complaint).

   47 U.S.C. S: 208.

   47 U.S.C. S:S: 201(b), 203.

   The Order contains a complete description of the facts underlying this
   case, which we incorporate by reference. See Order, 27 FCC Rcd at
   11512-17, paras. 2-17.

   Order, 27 FCC Rcd at 11512, para. 3.

   Order, 27 FCC Rcd at 11512, para. 2.

   In states where multiple rural LECs each serve a separate rural area, the
   Commission has approved CEA arrangements. Order, 27 FCC Rcd at 11512-13,
   para. 5. CEA service provides presubscription and equal access
   capabilities through a centralized switching system rather than through
   each end office switch. Order, para. 5. The Commission approved the CEA
   arrangement for Iowa in 1988. Order, 27 FCC Rcd at 11513, para. 6. See
   Application of Iowa Network Access Division, Memorandum Opinion, Order,
   and Certificate, 3 FCC Rcd 1468 (Com. Car. Bur. 1988).

   Order, 27 FCC Rcd at 11513, para. 7. INS is a single legal entity with
   three divisions. This case involves two of the divisions: INICD and INAD.
   INICD owns the applicable INS facilities. INAD leases digital switching,
   fiber optic transmission capacity, and certain related service from INICD
   to provide CEA service. Order, 27 FCC Rcd at 11513, para. 7, n.19.

   Order, 27 FCC Rcd at 11513, para. 7.

   Order, 27 FCC Rcd at 11513-14, paras. 7, 9.

   Order, 27 FCC Rcd at 11513, para. 7.

   Complaint, Exhibit 3, Stipulations With Regard to Referred Matters in
   Alpine et al. v. AT&T, at 9, para. 57 (Stipulations). Specifically, the
   initial POIs were as follows: Alpine - Cedar Rapids - established in 1997;
   Clear Lake - Mason City - established in 1989; Mutual - Sioux City -
   established in 1989; Preston - Davenport - established in 1989; Winnebago
   - Mason City - established in 1987. Stipulations at 9, para. 58.

   Stipulations at 9, para. 60.

   Order, 27 FCC Rcd at 11515, para. 11 & chart, para. 14.

   Order, 27 FCC Rcd at 11514, paras. 8-9, 11. NECA Tariff F.C.C. No. 5 (NECA
   Tariff) is the tariff under which the Iowa LECs provide switched access
   service to IXCs (such as AT&T) and bill the IXCs for such service. Order,
   27 FCC Rcd at 11514, para. 8. The Iowa LECs do not file individual
   tariffs. Rather, they utilize the NECA Tariff. Order, 27 FCC Rcd at 11514,
   n.26. Iowa Network Access Division Tariff F.C.C. No. 1 (INAD Tariff) is
   the tariff under which INS provides CEA services to IXCs and bills IXCs
   for such service. Order, 27 FCC Rcd at 11514, para. 9. The terms of the
   INAD Tariff require IXCs to pay INS a flat, non-distance-sensitive charge
   for every minute of traffic transported on the INS fiber ring to the POIs.
   Id.

   Order, 27 FCC Rcd at 11518-30, paras. 18-48.

   Order, 27 FCC Rcd at 11518-23, paras. 18-30.

   Order, 27 FCC Rcd at 11518-19, paras. 21-22 (citing  Stipulations at 21,
   para. 129). NECA Tariff Section 6.1.3(A) states "[w]hen service is
   provided in cooperation with a non telephone company provider of
   Centralized Equal Access, the SWC will be that wire center which would
   normally provide dial tone to the telephone company point of
   interconnection with the non telephone company provider of Centralized
   Equal Access specified in the tariff of the Centralized Equal Access
   provider." Order, 27 FCC Rcd at 11519, para. 22 (citing NECA Tariff S:
   6.1.3(A), Original Page 6-7.3 (emphasis added)).

   Order, 27 FCC Rcd at 11520, para. 23 (citing INAD Tariff S: 2.5, 1st Rev.
   Page 62) (emphasis added).

   Order, 27 FCC Rcd at 11520-23, paras. 23-30. The Commission further
   explained that its construction was supported by the rules that tariffs
   should be construed to avoid unfair/absurd results and to advance the
   purpose for which the tariff was imposed. Order, 27 FCC Rcd at 11522,
   para. 29 (noting the Iowa LECs' stipulations that moving their POIs to Des
   Moines benefitted neither their end user customers nor IXCs and, in fact,
   substantially increased access charges, in contravention of the Iowa CEA
   arrangement's purpose (i.e., lowering transport costs)).

   Order, 27 FCC Rcd at 11522, paras. 28-29.

   Order, 27 FCC Rcd at 11523-24, paras. 31-34.

   Order, 27 FCC Rcd at 11524-26, paras. 35-38.

   Order, 27 FCC Rcd at 11528-30, paras. 44-48. Because this determination
   afforded AT&T all the relief it sought in Count II of its Complaint, the
   Commission did not reach AT&T's claims relating to "sham arrangements."
   Order, 27 FCC Rcd at 11526, para. 39.

   Order, 27 FCC Rcd at 11522, para. 29, 11528-29, para. 44 (citing
   Application of Indiana Switch Access Div., Memorandum Opinion and Order, 1
   FCC Rcd 634, 635, at para. 5 (1986) (Indian Switch)).

   Order, 27 FCC Rcd at 11529, para. 45 (citing Stipulations at 11, para. 71,
   17, para. 100, 19, para. 120).

   Petition at 1-4.

   Petition at 4-7.

   Petition at 7-8.

   Petition at 8-10.

   Petition at 10-13. The Petition does not seek reconsideration of the
   Order's finding that three of the Iowa LECs violated the NECA Tariff by
   charging for transport service outside their local access and transport
   areas (LATAs).

   AT&T filed its Opposition to the Iowa LECs' Petition on October 22, 2012.
   Opposition of AT&T Corp. to Petition for Reconsideration, File No.
   EB-12-MD-003 (filed Oct. 22, 2012) (Opposition). The Iowa LECs filed their
   Reply to AT&T's Opposition on October 29, 2012. Reply to AT&T's Opposition
   to Petition for Reconsideration of Memorandum Opinion and Order, File No.
   EB-12-MD-003 (filed Oct. 29, 2012) (Reply to Opposition).

   Order, 27 FCC Rcd at 11520, para. 23 (citing INAD Tariff S: 2.5, 1st Rev.
   Page 62) (emphasis added).

   Order, 27 FCC Rcd at 11523, para. 26.

   Id.

   Order, 27 FCC Rcd at 11520-21, para. 25.

   Id.

   Order, 27 FCC Rcd at 11521, n.96.

   Id.

   Id. The Iowa LECs stipulated that INS is a single legal entity.
   Stipulations at 6, para. 37.

   Order, 27 FCC Rcd at 11521-22, para. 27.

   Id.

   Id. It is undisputed that the Iowa LECs "utilize [the] NECA Tariff . . .
   for their switched access services" and that they billed AT&T for those
   services pursuant to the tariff. Stipulations at 3-4, paras. 14, 19, at
   18-19, paras. 111-13, 119. Yet the Iowa LECs now suggest that, because
   they are "merely concurring parties to the tariff's language," the
   Commission should not have construed the NECA Tariff against them. Reply
   to Opposition at 1. This argument is unconvincing. The NECA Tariff lists
   all five Iowa LECs as "issuing carriers," which the Commission's rules
   define as "a carrier subject to the Act that publishes and files a tariff
   or tariffs with the Commission." 47 C.F.R. S: 61.3(u).

   Order, 27 FCC Rcd at 11521, n.96.

   Petition at 1-4 (citing Order paras. 23 and 27 and n.96). The Iowa LECs
   contend that the first sentence of paragraph 27 of the Order is a
   conclusion that constitutes material error. But that sentence is merely a
   recitation of AT&T's argument, not a conclusion of the Commission.

   Qwest Communications Company, LLC v. Northern Valley Communications, LLC,
   Order on Reconsideration, 26 FCC Rcd 14520, 14522, para. 5 (2011) (citing
   S&L Teen Hosp. Shuttle, Order on Reconsideration, 17 FCC Rcd 7899, 7900,
   para. 3 (2002) (citations omitted)). Cf. 47 C.F.R. S: 1.106(p)(3) (a
   Bureau may dismiss or deny a petition for reconsideration of a Commission
   action that "plainly do[es] not warrant consideration by the Commission,"
   including petitions that "[r]ely on arguments that have been fully
   considered and rejected by the Commission within the same proceeding").

   Petition at 2. Specifically, the Iowa LECs rely upon footnote 19 of the
   Order, which cited the parties' stipulation that INAD "leases digital
   switching, fiber optic transmission capacity, and certain related services
   from INICD to provide CEA service." Order, 27 FCC Rcd at 11513, n.19
   (citing Stipulations at 6, para. 37). The Iowa LECs maintain that the
   stipulation contains an "inference" (which the Commission purportedly
   "acknowledged" by citing to it) that "INAD had responsibility under the
   [INAD] [T]ariff for the transport of CEA traffic." Reply to Opposition at
   2-3. The Iowa LECs further contend that, because the Order cited the
   definition of POI in the INAD Tariff, the Commission "has, either
   expressly or implicitly . . . recognized that the lease between INAD and
   INICD conferred `responsibility' under the tariff to INAD for the
   transport of CEA traffic." Reply to Opposition at 3.

   Petition at 3.

   Reply to Opposition at 2.

   Reply to Opposition at 2 (citing Defendants' Answer to Formal Complaint of
   AT&T Corp, File No. EB-12-MD-003 (filed May 3, 2012) (Answer), Exhibit E).
   With the exception of Alpine, the Iowa LECs were among the carriers that
   formed INS, and they remain INS shareholders. Order, 27 FCC Rcd at 11513,
   para. 6.

   Reply to Opposition at 2 (citing Answer, Exhibit DD).

   See Answer, Exhibit E (citing the first sentence of NECA Tariff S:
   6.1.3(A)); Order, 27 FCC Rcd at 11519, para. 22 (holding that the first
   sentence of NECA Tariff S: 6.1.3(A) is inapplicable because INS is a "non
   telephone company" provider of CEA); Answer, Exhibit DD (citing NECA
   Tariff S: 6.8.3); Order, 27 FCC Rcd at 11519, n.82 (holding that NECA
   Tariff S: 6.8.3 "describes only the call path and not the designation of
   the POI"). Although the Commission discussed section 2.1.9 of the NECA
   Tariff (see Answer, Exhibit DD (citing NECA Tariff S: 2.1.9)), it was not
   in the Order's analysis of how the POI is established. Rather, it was in
   the Order's discussion of whether the Iowa LECs provided adequate notice
   of the POI changes, assuming they had in fact changed their POIs. See
   Order, 27 FCC Rcd at 11524-25, paras. 35-38 (holding that, with the
   exception of Winnebago, the Iowa LECs violated NECA Tariff S: 2.1.9 by not
   providing reasonable notice of purported POI changes).

   Reply to Opposition at 2 (citing Answer, Exhibits P and Q, and Complaint,
   Exhibit 11).

   Petition at 3-4. See Reply to Opposition at 4-5.

   Stipulations at 15-16, paras. 92, 93. Cf. Stipulations at 16, para. 95
   ("INS remained responsible for the maintenance and operation of the leased
   facilities."), para. 96 ("Plaintiffs' representatives acknowledged that
   INS still `runs the show' with respect to the facilities leased to
   Plaintiffs."), para. 98 ("Plaintiffs' representatives testified that they
   had no knowledge about what happened to the traffic while it was on the
   INS facilities subject to the lease other than it reached the desired
   destinations."), 17, para. 99 ("Plaintiffs depended on INS to ensure that
   the traffic was delivered between Des Moines and the Plaintiffs' prior
   designated POIs.").

   Order, 27 FCC Rcd at 11524-26, paras. 35-38 (citing Complaint Ex. 6, NECA
   Tariff No. 5, S: 2.1.9).

   Order, 27 FCC Rcd at 11524-25, para. 36.

   Order, 27 FCC Rcd at 11525, para. 37.

   Order, 27 FCC Rcd at 11525-26, para. 38.

   Petition at 5; Reply to Opposition at 6.

   Petition at 5. See also Reply to Opposition at 6 ("The Commission's Order
   fails to address [the Iowa LECs'] contentions, instead assuming that
   because the POI changes were a rearrangement, they must affect service.").

   See paragraph 12.

   Petition at 5 (citing unspecified portions of the Complaint); Reply to
   Opposition at 6 (citing Answer at 7-8, para. 13, at 19-20, para. 63, at
   40, para. 122).

   See Complaint at 37, para. 95 ("Although the Iowa LECs claim to have oral
   or written agreements with INS that, according to them, are `leases' of
   the INS facilities, it is clear that those arrangements were, as INS has
   admitted, merely `paper changes' that had no effect on INS's
   responsibility or control over its fiber ring facilities"); 65, para. 153
   ("the so called `lease' arrangements between INS and each Iowa LEC had
   little or no economic substance, cf. Total II, 317 F.3d at 233, and had no
   effect whatsoever on the actual operation of the network facilities.").
   The fact that the leases had no effect on the transport of AT&T's traffic
   only highlights the unreasonableness of the Iowa LECs' scheme.

   Order, 27 FCC Rcd at 11528-26, para. 38 ("Thus, even if the Iowa LECs
   changed their POIs, those changes were done in violation of the NECA
   Tariff . . . .").

   Order, 27 FCC Rcd at 11524-25, para. 36.

   Petition at 5; Reply to Opposition at 6-7.

   Order, 27 FCC Rcd at 11525-26, para. 38, n.40. Contrary to the Iowa LECs'
   assertion, the Commission's formal complaint rules relate to "substantive
   evidence," Reply to Opposition at 7, because they require parties to file
   "fact based" pleadings. See Implementation of the Telecommunications Act
   of 1996, Amendment of Rules Governing Procedures to Be Followed When
   Formal Complaints Are Filed Against Common Carriers, Report and Order, 12
   FCC Rcd 22497, 22529, para. 70 (1997) (Formal Complaints Order) ("The
   Commission's rules have always required fact-based pleadings. That is, all
   complaints, answers and related pleadings are required to contain complete
   statements of fact, supported by relevant documentation and affidavits.").
   Rule 1.720(h) applies to tariffs in particular. See 47 C.F.R. S: 1.720(h)
   ("Specific reference shall be made to any tariff provisions relied on in
   support of a claim or defense. Copies of relevant tariffs or relevant
   portions of tariff that are referred to or relied upon in a complaint,
   answer, or other pleading shall be appended to such complaint, answer, or
   other pleading.").

   Petition at 6 (citing Fed. R. Evid. 703) ("An expert may base an opinion
   on facts or data in the case that the expert has been made aware of or
   personally observed. If experts in the particular field would reasonably
   rely on those kinds of facts or data in forming an opinion on the subject,
   they need not be admissible for the opinion to be admitted . . . .").

   Although the Commission consulted the Federal Rules of Civil Procedure for
   guidance when revising its formal complaint rules, that guidance "was
   limited by the many differences between federal court proceedings and
   Commission proceedings." Formal Complaints Order, 12 FCC Rcd at 22535,
   para. 85. The Commission has broad statutory authority to "conduct its
   proceedings in such manner as will be conduce to the proper dispatch of
   business and to the ends of justice." 47 U.S.C. S: 4(j). See also 47
   U.S.C. S: 4(i) ("The Commission may . . . make such rules and regulations
   . . . as may be necessary in the execution of its functions).

   Opposition at 12, n.13.

   Reply and Reply Legal Analysis of AT&T Corp., File No. EB-12-MD-003 (filed
   May 10, 2012) at 24. Nor have the Iowa LECs shown when they purportedly
   changed the NECA Tariff and LERG and linked those changes to the timing of
   the POI changes. Although the NECA Tariff does not require a "specific
   advance notification period," in order to constitute notice, the Iowa LECs
   must have alerted AT&T in advance of the POI changes. See Complaint,
   Exhibit 6, NECA Tariff, S: 2.1.9 ("The Telephone Company will work
   cooperatively with the customer to determine reasonable notification
   requirements.").

   Even assuming that Rule 703 somehow applied here, that Rule still requires
   identification of the "facts or data in the case" on which the Iowa LECs'
   expert bases his opinion. See Fed. R. Evid. 703. Thus, the Iowa LECs have
   not demonstrated that they even satisfied that standard (if it had
   applied).

   Petition at 6-7.

   Id.

   Order, 27 FCC Rcd at 11525, para. 37. Neither Preston nor AT&T produced a
   copy of the purported Preston form notice letter.  Stipulations at 10,
   paras. 65, 66. Rather, Preston relied exclusively upon deposition
   testimony of Mr. Kilburg, who testified regarding his general
   understanding of the process that he believed would have occurred to
   notify IXCs that Preston's POI had changed. See Answer, Exhibit U,
   Deposition of Roger Kilburg at 42-43. Unlike the specific evidence
   supporting Winnebago's assertion that it provided advance notice to AT&T
   in a billing insert about its change and when it would be effective, Mr.
   Kilburg did not testify about any of the specifics of Preston's purported
   notice letter, including when and how it was sent, whether it was in
   advance of any change, and whether Preston worked cooperatively with AT&T
   regarding notice of the POI change. In the absence of any documentary
   evidence supporting such details, the Commission declined to credit Mr.
   Kilburg's purportedly detailed recollection about mailing a letter to each
   IXC more than eight years ago. Nor did the Commission misapply the burden
   of proof, as the Iowa LECs contend. See Petition at 7. As the carrier
   attempting to enforce the terms of its tariff in the underlying
   litigation, Preston, not AT&T, bears the burden of proving that it
   complied with its tariff. See, e.g., Hi-Tech Furnace Systems, Inc. v. FCC,
   224 F.3d 781, 787 (D.C. Cir. 2000) (affirming the Commission's decision to
   impose the burden of proof on the complainant).

   In re Applications of Henderson Broad. Co., Decision, 63 F.C.C.2d 149, 423
   (1977). See also Application of Albert E. Gary Killington Broad.,
   Memorandum Opinion and Order, 5 FCC Rcd 6235, 6236 (1990) ("[p]robative
   evidence necessarily includes something more than the self-serving,
   uncorroborated statement of the individual responsible for the
   certification that he had taken steps to secure the needed funds").

   Petition at 7 (citing Order, para. 20 & n.108).

   Stipulations at 17, para. 101 ("INS continues to bill AT&T its flat,
   distance-insensitive charge, which covers transport to any point on the
   INS ring, regardless of distance."); at 9, para. 60 (listing the dates on
   which each of the Iowa LECs "began billing AT&T mileage-based transport
   charges"); at 22, para. 142 (discussing the Iowa LECs' switched access
   invoices to AT&T, which included transport service charges between Des
   Moines and the Iowa LECs' local switches). The Order also noted the
   parties' stipulation that the INS rate excluded the facilities INICD
   leased to the Iowa LECs and that INS has not quantified any reduction in
   the rates IXCs pay as a result. Order, 27 FCC Rcd at 11516, n.54. See
   Stipulations at 18, para. 109.

   Petition at 8, 10-11. See also Reply to Opposition at 7-8.

   Petition at 8-10 (citing Order, n.2 and paras. 39-45); Reply to Opposition
   at 9.

   Petition at 10-12 (citing Order, paras. 11, 15, 37).

   Petition at 12-13.

   Order, 27 FCC Rcd at 11511, para. 1 & n.2.

   The Commission recently granted the parties' joint motion to extend the
   time period in which AT&T can file a supplemental complaint for damages to
   90 days following the Commission's order resolving the Iowa LECs'
   Petition. See Consent Motion of AT&T Corp. to Extend the Time to File a
   Supplemental Complaint Regarding Damages, File No. EB-12-MD-003 (filed
   Oct. 22, 2012), and Letter from Rosemary H. McEnery, FCC, to Counsel for
   the Parties, File No. EB-12-MD-003 (filed Oct. 25, 2012).

   See 47 C.F.R. S: 1.724(e).

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   Federal Communications Commission FCC 12-163