3. The Corporate Entities

The primary corporate entities involved in this financial transaction are SBC and AT&T. The financial transaction is one that places AT&T under the control of SBC.

3.1. SBC

SBC is a corporation created and existing under the laws of the state of Delaware headquartered in San Antonio, Texas. SBC is a holding company and does not directly provide any services in California or elsewhere.

SBC, through its subsidiaries, offers a wide range of voice, data, broadband, and related services that it provides to consumers, businesses, and wholesale customers, primarily on a local and regional basis. SBC holds a 60% ownership interest in Cingular Wireless which provides wireless services in California and the United States.

SBC California is a regulated public utility and an incumbent local exchange carrier (ILEC) in California. It is one of various subsidiaries directly or indirectly owned and controlled by SBC. SBC California is not a party to the proposed merger transaction or to this Application.

3.2. AT&T

AT&T is a corporation created and existing under the laws of the state of New York headquartered in Bedminster New Jersey. AT&T is a holding company that directly or indirectly owns and controls various subsidiaries, including four California certificated public utilities: (1) AT&T California, (2) TCG-LA, (3) TCG-SD, and (4) TCG-SF.

AT&T, through its subsidiaries, is authorized to provide domestic and international telecommunications services throughout the United States. AT&T operates the world's largest communications network and offers a global presence in more than 50 countries, national and global IP-based networks, a portfolio of data and IP services, hosting, security and professional services, technology leadership through its AT&T Labs, skilled networking capabilities, and a highly significant base of government and large business customers.

AT&T California is a wholly owned, first-tier subsidiary of AT&T. AT&T California is a Nondominant Interexchange Carrier (NDIEC) and Competitive Local Exchange Carrier (CLEC). The three TCG entities are also NDIECs and CLECs.