Attachment Attachment

This document pretains to ITC-T/C-20060524-00304 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2006052400304_504225

Voice | Data i Internet ! Wirelass I Entertainment EMBARQN Embarq Corporation Mailstop: KSOPENO212 6450 Sprint Parkway Overland Park, KS 66251 EMBARQ. com May 22, 2006 Marlene H. Dortch Secretary Federal Communications Commission 445 12"" Street, SW Washington, DC 20554 Re: Notification of Pro—Forma Transfer of Control of Embarqg Communications, Inc. (ITC—214—20050816—00337 E) and Embarq Communications of Virginia, Inc. (ITC—214—20050816—00336 E) Dear Ms. Dortch: This is to notify the Commission, pursuant to §63.24(f) of the Commission‘s Rules, of the pro forma transfer of control of the above—referenced holders of Section 214 international resale authorizations. More specifically, Embarg Communications of Virginia, Inc. is a wholly—owned subsidiary of Embarg Communications, Inc., which in turn is a direct, wholly—owned subsidiary of Embarq Corporation. Until May 17, 2006, Embarq Corporation was a direct, wholly—owned subsidiary of Sprint Nextel Corporation, but on May 17, 2006 Sprint Nextel Corporation distributed the stock of Embarq Corporation pro rata to its shareholders as a dividend. Since this was an assignment of Sprint Nextel Corporation‘s ownership of Embarq Communications, Inc. and Embarq Communications of Virginia, Inc., to its individual stockholders without effecting any substantial change in the disposition of their interests, it is a pro forma transfer of control under the Commission‘s Rules (see Sections 63.03(d)(l)and 63.24(d).‘ The additional information required by Section 63.24(f) of the Rules® follows below. ‘ Initially, Embarq Communications, Inc. was a direct wholly—owned subsidiary of Sprint Nextel Corporation. On or about April 12, 2006, Sprint Nextel Corporation transferred its ownership of Embarq Communications, Inc. to its subsidiary Embarq Corporation; that internal restructuring also constituted a pro forma transfer of control under Sections 63.03(d)(1)and 63.24(d) of the Rules. A timely notification of that transaction was filed on May 11, 2006. > Under section 63.03(d) of the Rules, no notification is required for the pro forma transfer of domestic Section 214 $A authority.

Name and Address of Parties: Sprint Nextel Corporation 2001 Edmund Halley Drive Reston, VA 20191 Telephone: 703—433—4000 Embarg Corporation Embarg Communications, Inc. Embarq Communications of Virginia, Inc. 5454 W 110°" Street Overland Park, KS 66211 Telephone: 913—323—4637 State in which each Party is organized: Sprint Nextel Corporation is a corporation organized under the laws of the State of Kansas. Embarq Corporation is a corporation organized under the laws of the State of Delaware. Embarq Communications, Inc. is a corporation organized under the laws of the State of Delaware. Embarqg Communications of Virginia, Inc. is a corporation organized under the laws of the Commonwealth of Virginia. Officers and Contact Points Officer: Claudia Toussaint, Vice President Embarq Corporation 5454 W. 110 Street Overland Park, KS 66211 Counsel to whom correspondence concerning this notification is to be addressed: Craig T. Smith, Senior Counsel Embarq Corporation 6450 Sprint Parkway Mailstop KSOPHNO214—2A671 Overland Park, KS 66251—6100 Telephone: 913—315—9172

Section 214 Authority Embarq Communications, Inc. has blanket domestic Section 214 authority under Section 63.01 of the Rules, and also has a Section 214 international resale authorization (ITC—214— 20050816—00337 E). Embarq Communications of Virginia, Inc. also has blanket domestic Section 214 authority under Section 63.01 of the Rules, and also has international resale authority under Section 214 (ITC—214—20050816—00336 E). Other Information Embarq Corporation, the immediate parent of Embarg Communications, Inc. and Embarq Communications of Virginia, Inc., was formerly a wholly—owned subsidiary of Sprint Nextel Corporation. At the time Sprint Nextel Corporation distributed its ownership of Embarq Corporation to its shareholders, no person or corporate entity owned a 10 percent share or more of Sprint Nextel Corporation, and Sprint Nextel Corporation had no interlocking directorates with any foreign carrier. The parties hereby certify that the transfers of control in question were pro forma and that, together with all previous pro forma transactions, did not result in a change in the actual controlling party. This letter is being filed electronically. Please direct any questions to the undersigned. puP» Respectfully submitted, Craig T. Smith Craig T. Smith SmNIOR COUNSEL Voice: (913) 315—9172


Document Created: 2006-05-24 13:58:15
Document Modified: 2006-05-24 13:58:15
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