Attachment Attachment 1

This document pretains to ITC-T/C-20170317-00038 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2017031700038_1201596

                                     Telefonica USA, Inc.

  Notification of Pro Forma Transfer of Control of Section 214 Authority to Operate as a
 Global Facilities-Based and Resale Carrier Between the U.S. and All International Points

         Pursuant to Section 214 of the Communications Act of 1934, as amended, and Section
63.24(f) of the Commission’s rules, Telefonica USA, Inc. (“TUSA”) notifies the Commission of
a pro forma transfer of control of TUSA’s authority under Section 214 of the Communications
Act of 1934, as amended, to provide international telecommunications services on both a
facilities-based and a resale basis between the United States and all international points (the
“Transfer”).

        Prior to the Transfer, TUSA was directly wholly owned by Telefonica Data Corp, SA
(“TDC”). Pursuant to the Transfer, Telefonica International Wholesale Services, S.L. (“TIWS”)
purchased all of TUSA’s issued share capital from TDC. Both TDC and TIWS are wholly
owned subsidiaries of Telefonica S.A. The Transfer was completed on February 20, 2017.
TUSA certifies that the Transfer was pro forma and that, together with all previous pro forma
transactions, the Transfer did not result in a change in the actual controlling party of TUSA.

       Pursuant to Section 63.24(f), TUSA provides the following information called for in
Section 63.18(a)-(d) and (h) of the Commission’s rules.

Applicant Contact Information (63.18(a)-(c))

         Applicant

         Telefonica USA, Inc.
         1111 Brickell Ave.
         10th Floor
         Miami, FL 33131
         (305) 925-5300
         Jurisdiction of Organization: Florida

         Contact for Correspondence Concerning This Notice

         Yaron Dori
         Michael Beder
         Covington & Burling LLP
         One CityCenter
         850 Tenth Street, N.W.
         Washington, D.C. 20001
         (202) 662-6000

         Counsel to TUSA




DC: 6337760-3                                    1


Existing Section 214 Authority (63.18(d))

        TUSA holds International Section 214 authorization ITC-214-20000602-00336, which
authorizes TUSA to provide international telecommunications services on both a facilities-based
and a resale basis between the United States and all international points.

Ownership Information (63.18(h))

        The following entities hold a ten percent or greater interest in TUSA, directly or
indirectly, following the Transfer. TUSA’s direct and indirect ownership is illustrated in the
organizational chart attached as Exhibit A.

       Direct Owner

       Telefonica International Wholesale Services, S.L. (“TIWS”)
       Distrito Telefónica, Edificio Oeste 3, Planta 3, Ronda de la Comunicación s/n, 28050,
       Madrid, Spain
       Citizenship: Spain
       Principal Business: Holding company
       Relationship: Holds 100 percent of TUSA

       Indirect Ownership

       Telefonica S.A.
       Gran Vía 28, 28013 Madrid, Spain
       Citizenship: Spain
       Principal Business: Holding company
       Relationship: Holds 100 percent of TIWS

       No other entity holds a direct or indirect interest in TUSA greater than 10 percent.

       Interlocking Directorates

      Two directors of TUSA also serve as a director of TIWS, a foreign carrier: José Juan
Cerdán Ibañez and José Luis Gamo Cuadrado.

      To the best of TUSA’s knowledge, no other officer or director of TUSA or the transferee,
TIWS, is an officer or director of any foreign carrier.




                                                 2


                      Exhibit A




                  Telefonica SA



                   Telefonica
                  International
                Wholesale Services,
                       S.L.



                 Telefonica USA,
                       Inc.




DC: 6337760-3             1



Document Created: 2017-03-16 16:43:52
Document Modified: 2017-03-16 16:43:52

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