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International Section 214 Pro Forma Transaction Attachments 1-3 1 International Section 214 Pro Forma Transaction Attachments 1-3 ATTACHMENT 1 FOR THE PRO FORMA TRANSFER OF CONTROL OF INTERNATIONAL SECTION 214 AUTHORIZATIONS This filing notifies the Commission pursuant to Section 63.24(f) of the Commission’s rules of the pro forma transfer of control of international Section 214 authorizations from and to subsidiaries controlled by AT&T Inc. (“AT&T”).1 The transfers of control that are the subject of these notification filings resulted from an internal reorganization that occurred on June 30, 2011 and July 1, 2011.2 The internal reorganization involved the redistribution among AT&T subsidiaries of indirect ownership interests in AT&T Mobility LLC (“AT&T Mobility”), which is an indirect wholly owned subsidiary of AT&T and that owns or controls numerous subsidiaries that hold authorizations issued by the Commission.3 Specifically, the following changes in internal structure took place: • On June 30, 2011, BellSouth Enterprises, Inc. (“BellSouth Enterprises”) merged into its immediate parent company, BellSouth Corporation. As a consequence, BellSouth Mobile Data, Inc. (“BellSouth Mobile Data”), previously a wholly owned direct subsidiary of BellSouth Enterprises, became a wholly owned direct subsidiary of BellSouth Corporation. • On July 1, 2011, immediate ownership and control of BellSouth Mobile Data was transferred from BellSouth Corporation to AT&T.4 The restructuring did not change the ultimate ownership or control of the international Section 214 authorizations; AT&T continues to control the authorizations at issue.5 Accordingly, the restructuring steps were pro forma in nature. 1 See 47 C.F.R. § 63.24(f). 2 Prior to the internal organization, New Cingular Wireless PCS, LLC applied for and received consent to the pro forma transfer of its satellite earth station licenses (IB file number SES-T/C-20110621-00725, granted June 30, 2011), VSAT authorizations (IB file number SES- T/C-20110621-00734, granted June 30, 2011), private radio licenses (ULS file number 0004736840, granted June 28, 2011), and experimental licenses (OET file number 0006-EX-TU- 2011, granted June 28, 2011). Further, BellSouth Mobile Data, Inc. applied for and received consent to the pro forma transfer of its WCS licenses (ULS File No. 0004714918, granted June 6, 2011). 3 Notification is being filed separately with the Wireless Telecommunications Bureau for the radio licenses impacted by the internal reorganization. 4 Given the proximity in time of these two steps, BellSouth Enterprises and AT&T are filing these notifications as if there was a single transfer of control from BellSouth Enterprises to AT&T. The Applicants have listed July 1, 2011 as the date of consummation on the notification, as this was the date the reorganization was completed. However, this notification is timely regardless of whether June 30 or July 1 is designated as the date of consummation. 1 International Section 214 Pro Forma Transaction Attachments 1-3 RESPONSE TO ITEMS ON IBFS ELECTRONIC FORM Answer to Question 10 For the instant pro forma transfer of control filings, BellSouth Enterprises, Inc. has been designated as the transferor, while AT&T Inc. has been designated as the transferee. The name, title, address and telephone for the BellSouth Enterprises, Inc. officer follows: Mary Jo Peed Vice President & Secretary 675 W. Peachtree St. NW Room 4319 Atlanta, GA 30375 Telephone Number: (404) 335-0705 The name, title, address and telephone for the AT&T Inc. officer follows: William R. Drexel Senior Vice President and Assistant General Counsel 208 South Akard Street, Room 3305 Dallas, TX 75205 Telephone Number: (214) 757-3350 Correspondence concerning this notification should be sent to the following contact representative: Michael P. Goggin AT&T Mobility LLC 1120 20th Street, NW Suite 1000 Washington, DC 20036 Telephone Number: (202) 457-4055 Section 63.18(d). The Transferee, AT&T, has 48 subsidiaries that collectively hold global or limited global facilities-based or resale international Section 214 authorizations, including those for Cuba. These subsidiaries hold global authority under Section 214 to provide a range of facilities-based services, see, e.g., ITC-214-19960830-00414 (Previous File Number ITC-96- 487) (AT&T Corp. authority to provide global facilities-based services), including those originating in region and out of region, see, e.g., ITC-214-20001130-00713 (SBC Long Distance, 5 See Attachment 2 for a list of the various indirect subsidiaries of AT&T holding 214 authorizations impacted by the restructuring and charts showing the ownership of the 214 authorization holders before and after completion of the internal restructuring. 2 International Section 214 Pro Forma Transaction Attachments 1-3 LLC authority to provide facilities-based and resale services originating in Kansas and Oklahoma); ITC-214-19971108-00689 (SBC Long Distance, LLC authority to provide facilities- based services originating out of region). AT&T subsidiaries also have global authority under Section 214 to provide various resale services. See, e.g., ITC-214-19960223-00083 (SNET America, Inc. authority to resell private line services); ITC-214-19970814-00493 (Previous File Number ITC-97-506) (TC Systems, Inc. global authority to resell international switched services). Other AT&T subsidiaries hold authority to provide services on particular routes or over particular facilities. See, e.g., ITC-89-060 (AT&T of Puerto Rico, Inc. and AT&T of the Virgin Islands, Inc. authority to operate additional capacity in St. Thomas-Tortola and Eastern Caribbean DCMS for use in providing services to various Caribbean points). AT&T’s subsidiaries do not provide services to any of the countries in which they have an affiliate solely through the resale of the international switched services of an unaffiliated United States facilities-based carrier. The various international Section 214 authorizations held by all AT&T- controlled subsidiaries, including those impacted by the instant reorganization, are identified and described in Attachment 3. Answer to Question 11 AT&T is a publicly traded corporation whose stock is widely held by the public with no person or entity holding a ten percent or greater ownership interest in AT&T. Answer to Question 12 The following persons are officers or directors of AT&T Inc. and are also officers or directors of one or more foreign carriers: Rayford Wilkins, Jr., Chief Executive Officer - AT&T Diversified Businesses of AT&T Inc., is a director of América Móvil, S.A.B. de C.V. (“América Móvil”). América Móvil is a carrier or controls carriers in Argentina, Brazil, Chile, Colombia, the Dominican Republic, Ecuador, El Salvador, Guatemala, Honduras, Jamaica, Mexico, Nicaragua, Panama, Paraguay, Peru, the United States, and Uruguay.6 Michael J. Viola, Senior Vice President - Finance of AT&T Inc., is a director of both Teléfonos de México, S.A.B. de C.V. (“Telmex”) and América Móvil. Michael Bowling, President - Mexico of AT&T Mexico, Inc. is on the Board of Directors of Telmex. Telmex is a carrier or controls carriers in Mexico and the United States.7 6 América Móvil, S.A.B. de C.V., Annual Report (Form 20-F), at 15 (May 13, 2011). América Móvil recently entered into an agreement with Digicel Group Limited and its affiliates (“Digicel”), to acquire all of Digicel’s operations in El Salvador and Honduras. As part of this agreement, América Móvil will sell its operations in Jamaica to Digicel. See América Móvil, S.A.B. de C.V., Report of Foreign Private Issuer (Form 6-K) at 1 (Mar. 11, 2011). AT&T has relied upon América Móvil’s and Telmex’s SEC filings to identify the countries where América Móvil or Telmex is a carrier or controls carriers. There may be subsequent developments not reflected in those SEC filings. See Press Release, América Móvil, S.A.B. de C.V., América Móvil Obtains License in Costa Rica, Jan. 7, 2011, http://www.americamovil.com/amx/en/cm/news/2011/2011_01_07.pdf. 7 Teléfonos de México, S.A.B. de C.V., Annual Report (Form 20-F) at 16 (May 11, 2011). 3 International Section 214 Pro Forma Transaction Attachments 1-3 The following persons are officers or directors of one or more of the following: New Cingular Wireless PCS, LLC, AT&T Mobility II LLC, AT&T Mobility LLC, AT&T Mobility Corporation, AT&T Teleholdings, Inc., SBC Long Distance, LLC, SBC Telecom, Inc., BellSouth Mobile Data, Inc., and AT&T Inc. and are also officers or directors of one or more of the following foreign carriers: BellSouth Long Distance, Inc., which is a carrier in Canada; AT&T Global Network Services International, Inc., which is a carrier in Israel, New Zealand, and Pakistan; AT&T Global Network Services Norge LLC, which is a carrier in Norway; and AT&T Global Network Services Venezuela LLC, which is a carrier in Venezuela. Richard P. Resnick is President and Manager of SBC Long Distance, LLC, President and a Director of SBC Telecom, Inc., and President of BellSouth Long Distance, Inc. Denise Iverson is Director – Operations of SBC Long Distance, LLC, SBC Telecom, Inc., and BellSouth Long Distance, Inc. Gary L. Long is Controller and Manager of SBC Long Distance, LLC, Controller and a Director of SBC Telecom, Inc., and Vice President & Comptroller of BellSouth Long Distance, Inc. George Goeke, Assistant Treasurer of AT&T Inc., is Vice President and Treasurer of BellSouth Long Distance, Inc and Treasurer of AT&T Global Network Services International, Inc., AT&T Global Network Services Norge LLC, and AT&T Global Network Services Venezuela LLC. Elaine Lou is Assistant Treasurer of SBC Long Distance, LLC, SBC Telecom, Inc., BellSouth Long Distance, Inc., AT&T Global Network Services International, Inc., AT&T Global Network Services Norge LLC, and AT&T Global Network Services Venezuela LLC. Jeston Dumas is Treasurer of SBC Long Distance, LLC and SBC Telecom, Inc.
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