V. The Parties

The parties involved in the proposed transfer before us are AT&T, Meteor, and MediaOne Group.

AT&T, a New York corporation, on its own and through a number of subsidiaries, is authorized to provide domestic and international telecommunications services throughout the United States.

AT&T's California operating subsidiary, AT&T Communications of California, Inc. (AT&T-C) provides local exchange service on a limited basis and interexchange telecommunications services, pursuant to Certificates of Public Convenience and Necessity (CPCN) granted by this Commission and in accordance with tariffs approved and regulated by the Commission. Most recently, AT&T-C began a market trial of facilities-based local exchange telephone service in Fremont, California. The corporate identification number assigned by this Commission to AT&T-C is U-5002-C.

AT&T provides cellular telecommunications services within California through four of its wireless subsidiaries. These wireless subsidiaries are Airsignal (U-2028), AT&T Wireless Services of California, Inc. (U-2010-C), Redding Cellular Partnership (U-3020), and Santa Barbara Cellular Systems Limited (U-3015-C).

AT&T also provides a wide range of video products, including broadcast stations; national, regional and local cable programming services; premium movie and pay-per-view services; and sports programming services to homes and businesses nationwide through its subsidiary, TCI. AT&T's merger with TCI gave it control over TCI's indirect subsidiary, TCI Telephony Services of California, Inc. (TCI Telephony). TCI Telephony holds a CPCN to operate in California as a competitive local exchange facilities-based carrier, and to provide inter- and intra-local access and transport area services in California as a nondominant interexchange carrier (NDIEC). The corporate identification number assigned by this Commission to TCI Telephony is U-5698-C.

In addition, AT&T's merger with TCG provided AT&T with three additional subsidiaries authorized by this Commission to provide facilities-based and resold local exchange and intrastate interexchange telecommunications services. These subsidiaries are TCG San Francisco (U-5454), TCG Los Angeles (U-5462-C), and TCG San Diego (U-5389-C).

Meteor, a wholly owned subsidiary of AT&T, was formed by AT&T solely for purposes of effectuating the transaction now before us. A copy of Meteor's articles of incorporation was attached to the application as Exhibit G.

MediaOne Group, a Delaware corporation, is a broadband communications company that operates primarily through MediaOne, MediaOne International, and MediaOne Multimedia Ventures. MediaOne offers video, Internet access, and phone services in the United States; MediaOne International offers broadband and wireless communications in the international markets in continental Europe, the United Kingdom, and Asia; and MediaOne Multimedia Ventures manages MediaOne Group's interest in Time Warner Entertainment, including Warner Bros. and HBO. A copy of MediaOne Group's certificate of qualification to transact intrastate business in California was attached to the application as Exhibit D.

MediaOne Group provides California telecommunications services through its subsidiaries MediaOne of Delaware, Inc. (MediaOne-Delaware) and MediaOne of Colorado, Inc. (MediaOne-Colorado).

MediaOne-Delaware, a wholly owned Delaware subsidiary of MediaOne Group, operates MediaOne Group's domestic cable and broadband services. MediaOne-Delaware delivers a wide range of video products, including local broadcasting stations, programming services, premium movie and pay-per-view services, and sports programming services, to homes and businesses in portions of California and the nation. California customers receive cable television service from MediaOne-Delaware's video subsidiaries and telecommunications services from its subsidiary MediaOne Telecom.

MediaOne Telecom is authorized to provide facilities-based local, intrastate intraLATA toll, and intrastate interLATA toll telecommunications services in California under the U-5549-C corporate identification number. Currently, MediaOne Telecom provides facilities-based local telephone service to residential customers in Los Angeles, California. Its total California revenue for telecommunications services is under $500 million.

MediaOne-Colorado, a Colorado subsidiary of MediaOne Group, has a subsidiary MediaOne TWE. MediaOne TWE, a Delaware corporation, owns a 19% interest in TWT. Time Warner Inc. holds approximately 61% of TWT's common shareholders' voting rights. Another 16% of the common shareholders' voting rights are held by the Advance/Newhouse Partnership. MediaOne TWE has approximately 18.5% of such voting rights, the smallest nonpublic share. The remaining TWT shares are publicly traded.

TWT provides competitive local exchange and exchange access services to large business customers in approximately 20 urban areas through subsidiaries. TWT's California telecommunications services are provided by its subsidiary, TWT-California.

TWT-California has the necessary CPCN to provide facilities-based telecommunications services within California. The corporate identification number for TWT-California is U-5549-C. TWT-California currently operates in the San Diego area in accordance with tariffs approved and regulated by the Commission. Its total California revenue for telecommunications services is under $500 million.

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