PENNSYLVANIA PUBLIC UTILITY COMMISSION

HARRISBURG, PENNSYLVANIA 17105-3265

Joint Application of The United Telephone Public Meeting March 16, 2006

Company of Pennsylvania d/b/a Sprint, and MAR-2006-ALJ-0536

Of Sprint Long Distance, Inc., for all

Approvals Required under the Pennsylvania Docket No. A-313200F0007

Public Utility Code in Connection with Changes Docket No. A-311379F0002

Of Control of The United Telephone Company

Of Pennsylvania d/b/a Sprint and of Sprint

Long Distance, Inc.

MOTION OF CHAIRMAN WENDELL F. HOLLAND

Before the Commission is the February 15, 2006 Recommended Decision of Administrative Law Judge Susan Colwell approving the Joint Petition for Settlement filed in this proceeding. On August 26, 2005, The United Telephone Company of Pennsylvania (“United PA”) d/b/a Sprint and Sprint Long Distance, Inc. (collectively “Sprint” or “Joint Applicants”) filed a Joint Application pursuant to Chapter 11 of the Public Utility Code, 66 Pa. C.S. § 1101-1103, seeking all Commission approvals necessary to effectuate the transfers of control of United PA and LTD Long Distance from Sprint to a holding company, LTD Holding Company. The stock of United PA, as well as other Sprint ILECs[1], will belong to LTD Holding Company as well as other assets and liabilities related to the local wireline telecommunications business. This “spin-off” would separate the wireline and wireless businesses.

On November 30, 2005, Sprint, the Office of Consumer Advocate, Office of Small Business Advocate and the Commission‘s Office of Trial Staff filed the subject Joint Petition for Settlement seeking resolution of a number of contested issues in the Joint Application proceeding. The Parties reached agreement on a number of issues relating to, among other things, rates, broadband availability, capital structure, dividend issuances, external debt, and service quality reporting. However, I am concerned particularly about the following stipulation of the Joint Settlement, which states:

Upon execution of this Settlement, Joint Applicants agree to provide to all parties a letter executed by Michael Fuller, Chief Operating Officer of LTD Holding Company, setting forth LTD Holding Company’s commitment to employ adequate resources and investment to ensure that United PA maintains adequate service quality to its retail customers in Pennsylvania.

While the Commission encourages settlements, it is in the public interest that this stipulation be clarified before the Commission issues a final order approving the Joint Settlement. Accordingly, I move that the Commission tentatively approve the Joint Settlement with the condition that the referenced commitment letter specifically identify adequate resources as it relates to Pennsylvania workforce numbers. This commitment letter should specify whether adequate resources would include Pennsylvania job cuts and how adequate resources in Pennsylvania can be maintained with contemplated job cuts. Such conditions are not the Commission’s attempt to manage a utility but rather mechanisms of ensuring that the proposed transaction is in the public interest as required by City of York[2] and that the post-merger entity will be able to furnish and maintain adequate, safe, efficient and reliable service to the public as required by 66 Pa. C.S. § 1501. I further move that the commitment letter referenced in paragraph 25 of the Joint Settlement be filed within ten days.

In the event that the Joint Signatories elect to reject the Commission’s conditioned approval of the Joint Settlement within ten days, the proceeding will be remanded to the Administrative Law Judge for further action as appropriate.

THEREFORE, I MOVE THAT:

1. The Office of Special Assistants shall prepare the appropriate Tentative Order, consistent with this Motion.

2. The Joint Applicants file a commitment letter with the Commission within ten days of the entry of this Tentative Order.

3. The Joint Petition for Settlement is tentatively approved as modified herein.

4. If the Parties elect to reject the Commission’s modification of the Joint Settlement, this proceeding be remanded to the Office of Administrative Law Judge for further action as appropriate.

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DATE WENDELL F. HOLLAND, CHAIRMAN

3

[1] Incumbent Local Exchange Companies.

[2] See e.g., Joint Application of the Merger of GPU et al., Docket No. A-110300F0095 et al. (June 20, 2001).