*Pages 1--2 from  Microsoft Word - 11356.doc*
 Federal  Communications  Commission  DA  01-  2074 
 Before  the 
 Federal  Communications  Commission 
 Washington,  D.  C.  20554 


 In  re  Application  of 
 GTE  CORPORATION,  Transferor, 


 and 
 BELL  ATLANTIC  CORPORATION,  Transferee 


 For  Consent  to  Transfer  Control  of  Domestic  and  International  Sections  214  and  310 
 Authorizations  and  Application  to  Transfer  Control  of  a  Submarine  Cable  Landing  License 


 ) 
 ) 
 ) 
 ) 
 ) 
 ) 
 ) 
 ) 
 ) 
 ) 
 ) 
 ) 
 ) 
 ) 


 CC  Docket  No.  98-  184 


 ORDER 
 Adopted:  September  5,  2001  Released:  September  6,  2001 
 By  the  Deputy  Chief,  Common  Carrier  Bureau: 


 1.  The  order  granting  the  joint  application  of  Bell  Atlantic  Corporation  and  GTE  Corporation 
 for  transfer  of  control  of  licenses  and  lines  requires  Verizon  Communications,  Inc.  (“  Verizon”)  to  engage 
 an  independent  auditor  to  conduct  an  agreed-  upon  procedures  engagement  regarding  Verizon’s  compliance 
 with  the  separate  advanced  services  affiliate  merger  condition.  1  Under  paragraphs  56(  g)  and  57  of  the 
 Merger  Conditions,  any  state  commission  in  the  Verizon  region  may  have  access  to  the  independent 
 auditor’s  working  papers  and  supporting  materials  provided  the  state  commission  enters  into  a  protective 
 agreement  with  Verizon  under  which  the  state  commission’s  review,  including  any  notes,  shall  be  kept 
 confidential.  2  The  Pennsylvania  Public  Utility  Commission  and  Verizon  have  executed  such  an  agreement 
 to  allow  the  Pennsylvania  Commission  access  to  the  working  papers  and  supporting  materials  of  the 
 independent  auditor.  They  now  request  that  the  Common  Carrier  Bureau  adopt  an  order  accepting  their 
 agreement. 


 2.  We  have  reviewed  the  terms  of  the  Protective  Agreement,  and  are  persuaded  that  the  public 


 1  See  GTE  Corporation,  Transferor,  and  Bell  Atlantic  Corporation,  Transferee,  For  Consent  to  Transfer  Control 
 of  Domestic  and  International  Sections  214  and  310  Authorizations  and  Application  to  Transfer  Control  of  a 
 Submarine  Cable  Landing  License,  CC  Docket  No.  98-  184,  Memorandum  Opinion  and  Order,  15  FCC  Rcd 
 14032,  14329,  ¶  57  (2000).  The  Merger  Conditions  are  contained  in  Appendix  D.  Bell  Atlantic  subsequently 
 changed  its  name  to  Verizon,  following  its  merger  with  GTE. 


 2  Id.  Paragraph  57  requires  the  separate  affiliate  engagement  and  incorporates  by  reference  paragraph  56(  g)  ’s 


 process  for  inspection  of  the  working  papers  by  state  commissions. 
1
 Federal  Communications  Commission  DA  01-  2074 
 2 
 interest  would  be  served  by  adopting  the  Protective  Agreement,  a  copy  of  which  is  appended  hereto.  We 
 find  that  the  Protective  Agreement  is  consistent  with  paragraphs  56(  g)  and  57  of  the  Merger  Conditions  and 
 should  facilitate  an  adequate  and  orderly  review  of  the  independent  auditor’s  working  papers  and 
 supporting  materials  by  the  Pennsylvania  Commission. 


 3.  Accordingly,  IT  IS  ORDERED,  pursuant  to  sections  4(  i)  and  4(  j)  of  the  Communications 
 Act  of  1934,  as  amended,  47  U.  S.  C.  §§  154(  i),  154(  j),  and  authority  delegated  under  sections  0.91  and 
 0.291  of  the  Commission’s  rules,  47  C.  F.  R.  §§  0.91,  0.291,  that  the  parties’  joint  request  for  approval  and 
 adoption  of  the  Protective  Agreement  appended  hereto  IS  GRANTED.  Nothing  in  this  Order,  or  the 
 Protective  Agreement  appended  hereto,  shall  restrict  the  Commission’s  authority  to  use  the  information  or 
 materials  obtained  in  the  course  of  these  proceedings. 


 4.  IT  IS  FURTHER  ORDERED  that  this  ORDER  shall  be  effective  upon  release. 


 COMMON  CARRIER  BUREAU 
 Carol  E.  Mattey 
 Deputy  Chief,  Common  Carrier  Bureau 
2