September 23, 1999 Ms. To-Quyen Truong Associate Chief Cable Services Bureau Federal Communications Commission 445 12th Street, SW Washington, DC 20554 Re: In the Matter of Applications for Transfer of Control to AT&T Corp. ("AT&T") of Licenses and Authorizations Held by MediaOne Group, Inc. (MediaOne") Dear Ms. Truong: This letter responds to your request for information regarding the business structures or "corporate trees" of AT&T Corp. and Liberty Media Group. Documents providing the corporate information on both AT&T and Liberty Media Group were filed previously in this proceeding. This narrative is intended to more specifically provide an overview of the two companies' business organizations. Upon completion of the AT&T/TCI merger transaction in March 1999, TCI's cable business and certain other operations, including its investment in Excite@Home1 but excluding Liberty Media Group, became AT&T Broadband and Internet Services (ABIS). The newly acquired cable operations of ABIS, combined with AT&T, form the "AT&T Group." Liberty Media Group was formed through the combination of the Liberty Media Group and TCI Ventures Group, formerly TCI's programming and technology-investment units, respectively. In connection with the merger of TCI and the formation of Liberty Media Group from TCI's former operations, AT&T issued a separate tracking stock designed to reflect the separate economic performance of Liberty Media Group. The intent and purpose of the parties when structuring the merger transaction were to insulate Liberty's interests from the remainder of AT&T's business, and vice versa. Thus, Liberty Media Group was established as a financially and operationally autonomous entity, to the extent possible. AT&T Group Overview AT&T Group is made up of the following business organizations: AT&T Business Services, AT&T Consumer Services, AT&T Broadband & Internet Services, AT&T Solutions and AT&T Wireless Services. AT&T Business Services The business services unit is responsible for the provision of long distance and local voice and data services to business customers, including domestic and international, inbound and outbound, intra-LATA toll, calling card and operator-handled services and other products such as video and teleconferencing capabilities. Services also include electronic commerce and Internet-protocol (IP) for business customers such as Web site hosting and AT&T WorldNet business Internet access. AT&T has separately provided you and your staff with information on AT&T WorldNet and its operations. AT&T Consumer Services The consumer services segment provides telecommunications services to residential customers including domestic and international long distance services, intra-LATA toll services, calling-card and operator-handled calling services, and prepaid calling cards. In addition, the group is responsible for AT&T WorldNet residential Internet access service, non-cable local services provided to residential customers and the development of fixed wireless technology. AT&T Broadband and Internet Services (ABIS) ABIS is comprised of the operations associated with providing services through the broadband network acquired through AT&T's merger with TCI. These products include traditional analog video service as well as new services, such as Digital Cable and AT&T@Home, a high-speed cable Internet access service. Also included in this segment are the operations associated with developing and refining the infrastructure that will support broadband telephony. Leo J. Hindery Jr., formerly the President of TCI, now serves as President & CEO of AT&T Broadband & Internet Services. The group's leadership team also includes J. Curt Hockemeier, Executive Vice President/Chief Operating Officer of cable telephony operations, and Terry Davis, ABIS Chief Counsel. AT&T Solutions AT&T Solutions is an outsourcing, network-management and professional-services business. The IBM Global Network, which was acquired in the second quarter of 1999 and renamed the AT&T Global Network Services business, or AGNS, will join the AT&T Solutions Group to provide customers worldwide managed network services, advanced IP solutions and custom network outsourcing. AT&T Wireless Services The wireless segment is comprised primarily of sales of wireless services and products to customers in connection with AT&T's 850 MHz (cellular) and 1900MHz (PCS) licenses. Additional information regarding the services provided by AT&T Group is available in the AT&T Corp. 10-Q for the quarterly period ending June 30, 1999, which was provided to the Commission on September 3, 1999. Liberty Media Group Overview Liberty Media Group is a diverse investment portfolio of interests (for the most part, minority interests) in cable and satellite programming companies. Many of the companies in which Liberty Media Group and its subsidiaries and affiliates hold interests produce, acquire and distribute entertainment, sports and informational programming services, as well as electronic retailing services. Led by a small core management team, Liberty Media Group employs approximately 35 individuals. On a day-to-day basis, Liberty Media Group is operated by its current management, which includes Dr. John C. Malone, Liberty's Chairman, and Mr. Robert R. Bennett, formerly President and Chief Executive Officer of the consolidated Liberty. The management of Liberty Media Group was discussed in more detail in our August 4 letter to you as filed in this proceeding. Liberty Media Group's largest investments include interests in Encore Media Group, Discovery Communications, Inc., Time Warner, Inc., QVC Inc., USA Networks, Inc., and Fox/Liberty Networks. Additional details of Liberty Media Group's programming investments held directly or indirectly through partnerships, joint ventures, common stock investments and instruments convertible or exchangeable into common stock can be found in Liberty Media Corporation's May 1999 Report to Investors, AT&T Corp. 10-K (fiscal year ending December 31, 1998), and Liberty Media's Affiliate List, all which were filed with the Commission on September 3, 1999. I hope this explanation will satisfy your request for information on both AT&T's and Liberty Media Group's corporate tree. Sincerely, Joan Marsh cc: Sunil Daluvoy 1 On May 28, 1999, At Home Corporation consummated a merger agreement with Excite, Inc. (Excite), a global Internet media company that offers consumers and advertisers comprehensive Internet navigation services with extensive personalization capabilities. Under the terms of the merger agreement, At Home Corporation issued approximately 116 million shares of its common stock (as adjusted for a June 1999 stock split) for all of the outstanding common stock of Excite based on an exchange ratio of 2.083804 shares of At Home Corporation's common stock (as adjusted for a June 1999 stock split) for each share of Excite's common stock. As a result of the merger, AT&T's economic interest in At Home Corporation (Excite@Home) decreased from 38.8% to 26.5%. 1 Page 4