IV. The Parties

The primary parties involved in the proposed merger before us are Qwest Inc. and U S West, Inc. Although recent newspaper articles discuss an alternative Qwest Inc. and U S West, Inc. merger,² Applicants have represented through their counsel that this proposed merger would proceed as requested with no changes. Hence, there is no reason to delay this application.

A. Qwest Inc.

Qwest Inc., a Delaware corporation headquartered in Denver, Colorado, is a facilities based multimedia communications services provider whose subsidiaries provide Internet Protocol - enabled services such as Internet access, web hosting, co-location and remote access. Its subsidiaries also provide voice, data, video and related services to businesses, government agencies and consumers. Qwest Inc.'s communications services businesses also provide high-volume voice and conventional private line services to other communications providers, as well as to Internet service providers and other data services companies.

Qwest Inc.'s construction services business recently completed construction of a nationwide fiber optic network built with the industry's advanced technology. It offers OC-192, 10 gigabit per second, transmission capability and is constructed on a "self-healing" SONET ring and OC-48, two gigabit per second, Internet Protocol architecture. This network reaches 18,500 route miles and connects Los Angeles, San Diego, Sacramento and over 100 other cities across the United States.

In addition, Qwest Inc. constructs and installs fiber optic communications systems for other telecommunications companies and provides multimedia communications services to interexchange carriers and other communications entities, businesses and consumers through wholly owned subsidiaries.

Qwest Inc. offers its telecommunications services in California through its subsidiaries Qwest Corp., LCI, USLD, and Phoenix according to the application and Exhibit A to the application. Although Rule 35 requires applications such as this one to identify the character of business performed and the territory served by each applicant, the application did not contain sufficient information to determine the individual characteristic of each business and the territory served by Qwest Corp., LCI, and USLD. Decision (D.) 98-06-001³ dated June 1, 1998, supplied the necessary information on these subsidiaries.

1. Qwest Corp.

Qwest Corp. is a California certificated interexchange carrier that offers communications services to interexchange carriers and other communications entities, business and residential, using its own facilities as well as facilities leased from other carriers. Qwest Corp. also constructs and installs fiber optic communications systems for other communications companies. Applicants represent that Qwest Corp. offers its telecommunications service within California under the U-5335-C corporate identification number.

2. LCI

LCI, a Delaware corporation, provides a full array of local and worldwide long distance voice and data transmission services to businesses, residential customers, and other carriers over its own nationwide network of digital fiber optic facilities, transmission facilities leased from other carriers, and resold telecommunications services. LCI has been authorized by the Federal Communications Commission (FCC) to provide interstate and international telecommunications services. It has also been authorized a certificate of public convenience and necessity (CPCN) by this Commission to provide interexchange and Competitive Local Exchange Carrier (CLC) telecommunications services. Applicants' represent that LCI offers its telecommunications service within California under the U-5270-C corporate identification number.

3. USLD

USLD, a Texas corporation, has been authorized by the FCC to provide interstate and international telecommunications services. It has also been authorized by this Commission to provide interLATA and intraLATA interexchange and operator telecommunications services, resold local telecommunications services, and facilities-based CLC services. Applicants represent that USLD offers its telecommunications service within California under the U-5186-C corporate identification number.

4. Phoenix

Phoenix possesses the necessary CPCN to operate as a reseller of interLATA telecommunications services within California. Phoenix offers its telecommunications service within California under the U-5223-C corporate identification number.

5. Corporate Identification Number Discrepancies

A check of the California corporate identification numbers assigned to each of Qwest Inc.'s subsidiaries doing business in California revealed some discrepancies between the Commission's certified carrier list posted on the Commission's website, www.cpuc.ca.gov, and the list maintained by CSD. The discrepancies pertained to Qwest Corp., LCI, and USLD. Although Applicants identified one corporate identification number for Qwest Corp. and one for LCI in the application, the Commission's certified carrier list and CSD identified two corporate identification numbers for each of these subsidiaries. The corporate identification number shown for LCI in the application is assigned to Qwest Corp. No corporate identification number could be found for LCI. The following tabulation compares the corporate identification numbers listed in the application to the Commission's certified carrier list.

Affiliate Application Commission List

Qwest Corp. U-5335-C U-5335-C and U-5270-C

LCI U-5270-C NONE

USLD U-5186-C U-5186-C and U5485-C

The corporate identification number discrepancies have little bearing on this transfer application because none of the affected subsidiaries are being transferred and each of the affected subsidiaries were previously granted authority to provide telecommunications services within California by this Commission. However, Qwest Inc. should reconcile the above identified corporate identification number discrepancies with the Commission's Telecommunications Division Director (TDD) within the next 30 days. If the corporate identification number discrepancies cannot be resolved on an informal basis, then the TDD should recommend to the Commission an appropriate proceeding to resolve the discrepancies.

B. U S West, Inc.

U S West, Inc., a Delaware corporation headquartered in Denver, Colorado, provides integrated communications services through wholly-owned subsidiaries to approximately 25 million customers located primarily in a 14-state mountain and western region of the United States. These products and services in some regions include local telephone services; long distance services within specified calling areas; high-speed data networking, including Internet access and digital subscriber line (DSL) services; broadband personal communications services (PCS); print and electronic directories; operator services; and video services in limited markets. U S West, Inc. offers its telecommunications services in California through its wholly owned subsidiaries USW-LD and Interprise.

1. USW-LD

USW-LD, a Colorado corporation qualified to do business in California, is headquartered in Denver Colorado. It possesses the necessary CPCN to offer non-facilities based resale of interexchange, intrastate telecommunications service within California under the U-5798-C corporate identification number.

2. Interprise

Interprise, a Colorado corporation qualified to do business in California, is headquartered in Denver, Colorado. It possesses the necessary CPCN to offer digital private line interLATA service, and both facilities-based and resold local exchange telecommunications services as a CLC under the U-5619-C corporate identification number.