Attachment Centennial Puerto Ri

This document pretains to SCL-ASG-20110131-00005 for Assignment on a Submarine Cable Landing filing.

IBFS_SCLASG2011013100005_865780

                                      Before the
                          Federal Communications Commission
                                 Washington, DC 20554

In the Matter of                                  )
                                                  )
Centennial Puerto Rico License Corp.              )   File No. SCL-__________________
                                                  )
and                                               )
                                                  )
AT&T Mobility Puerto Rico, Inc.                   )
                                                  )
Notification of Pro Forma Assignment              )
of Cable Landing License                          )

 To: Chief, International Bureau

      NOTIFICATION OF PRO FORMA ASSIGNMENT OF CABLE LANDING
                             LICENSE

        Pursuant to an Act Relating to the Landing and Operation of Submarine Cables in

 the United States, 47 U.S.C. §§ 34-39, and Section 1.767(g)(7) of the Commission’s

 Rules, 47 C.F.R. § 1.767(g)(7), AT&T Inc. (“AT&T”) hereby notifies the Commission of

 the pro forma assignment of Centennial Puerto Rico License Corp. (“Centennial Puerto

 Rico”) and its interest in a submarine cable landing license, SCL-LIC-19980429-00019,

 to AT&T Mobility Puerto Rico, Inc. (“Mobility Puerto Rico”). This pro forma

 assignment occurred in connection with an internal restructuring that occurred on

 December 31, 2010.

        In this restructuring, Centennial Puerto Rico merged into Mobility Puerto Rico.

 Both Centennial Puerto Rico and Mobility Puerto Rico are wholly owned indirect

 subsidiaries of AT&T Inc. (“AT&T”). This restructuring did not change the ultimate

 ownership or control of Centennial Puerto Rico or its license interests, as control remains




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with AT&T. Accordingly, the restructuring is pro forma in nature. Below is the

information required pursuant to Section 1.767 of the Commission’s Rules.

Assignor/Assignee Information in Response to Section 1.767(a)(1)-(3):

Correspondence concerning this notification should be sent to:

         Michael P. Goggin
         Assistant Secretary, AT&T Mobility Corp.
         1120 20th Street, NW
         Suite 1000
         Washington, DC 20036
         Telephone Number: (202) 457-2055

Place of Formation: Both Centennial Puerto Rico and Mobility Puerto Rico are organized
under the laws of Delaware.

Assignee’s Ownership

         Section 63.18(h). Mobility Puerto Rico is the assignee. The name, address,

citizenship, and principal business of each of Mobility Puerto Rico’s ten percent or

greater interest holders are:1


         Direct Ownership of AT&T Mobility Puerto Rico, Inc.

         Beach Holding Corporation
         5601 Legacy Drive, MS: A-3
         Plano, TX 75024
         Citizenship: Delaware
         Principal Business: Holding Company
         Direct Ownership Interest: 100% of AT&T Mobility Puerto Rico, Inc.

         Indirect Ownership of AT&T Mobility Puerto Rico, Inc.

         SBC Alloy Holdings, Inc.
         208 S. Akard Street
         Dallas, TX 75202
         Citizenship: Delaware


1
         The ownership interests provided herein are the actual direct ownership interests held in the next
disclosed subsidiary in the vertical ownership chain rounded to the nearest one percent.



                                                     2


       Principal Business: Holding Company
       Direct Ownership Interest: 53% of Beach Holding Corporation

       AT&T International, Inc.
       208 S. Akard Street
       Dallas, TX 75202
       Citizenship: Delaware
       Principal Business: Holding Company
       Ownership Interest: 47% of Beach Holding Corporation

       AWACS, Inc.
       208 S. Akard Street
       Dallas, TX 75202
       Citizenship: Pennsylvania
       Principal Business: Telecommunications
       Direct Ownership Interest: More than 99% of SBC Alloy Holdings, Inc.

       AT&T Teleholdings, Inc.
       208 S. Akard Street
       Dallas, TX 75202
       Citizenship: Delaware
       Principal Business: Holding Company
       Direct Ownership Interest: 100% of AWACS, Inc.

       AT&T Inc.
       208 S. Akard Street
       Dallas, TX 75202
       Citizenship: Delaware
       Principal Business: Holding Company
       Direct Ownership Interest: 100% of AT&T Teleholdings, Inc. and 100% of
       AT&T International, Inc.


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. No other

individual or entity has a ten percent or greater interest in AT&T Mobility Puerto Rico,

Inc.

       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,



                                            3


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, Puerto

Rico, the United States, and Uruguay.2 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. Telmex is a carrier or controls carriers in Mexico and the United States.3

George B. Goeke, Assistant Treasurer of AT&T Inc. and Treasurer of AWACS, Inc., is a

director and Treasurer of the following: AT&T Global Network Services International,

Inc. (“AT&T GNS International”), which is a carrier in Israel, New Zealand and

Pakistan; AT&T Global Network Services Norge LLC (“AT&T GNS Norge”), which is a

carrier in Norway; and AT&T Global Network Services Venezuela LLC (“AT&T GNS

Venezuela”), which is a carrier in Venezuela. Mr. Goeke is also Vice President and

Treasurer of BellSouth Long Distance, Inc., which is a carrier in Canada. Tod A. Clarno,

Assistant Vice President - Taxes of AT&T Teleholdings, Inc., is a director of AT&T

GNS International, AT&T GNS Norge, and AT&T GNS Venezuela.




2
          América Móvil, S.A.B. de C.V., Report of Foreign Private Issuer (Form 6-K), at 3 (Nov. 5, 2010);
América Móvil, S.A.B. de C.V., Annual Report (Form 20-F), at 23 (May 25, 2010). 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. For
instance, AT&T notes that América Móvil recently obtained a license to provide wireless services in Costa
Rica. 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.
3
        Teléfonos de México, S.A.B. de C.V., Annual Report (Form 20-F) at 15 (May 11, 2010).



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Pro Forma Certification

       The Applicants hereby certify that the assignment was pro forma and that,

together with all previous pro forma transactions, the assignment does not result in a

change in the actual controlling party of the relevant license interest.4

Additional Certifications

       The Applicants hereby certify that no party to this notification is subject to a

denial of federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988.

AT&T further certifies that it accepts and will abide by the routine conditions specified at

Section 1.767(g) of the Commission’s Rules. The undersigned certifies that all

statements made in this notification and in the exhibits, attachments, or documents

incorporated by reference are material, are part of this notification, and are true,

complete, correct, and made in good faith.



                                                    Respectfully submitted,

                                                    _/s/ Michael P. Goggin_________


                                                    Michael P. Goggin
                                                    Assistant Secretary
                                                    AT&T Mobility Puerto Rico, Inc.
                                                    1120 20th Street, NW
                                                    Suite 1000
                                                    Washington, DC 20036
                                                    (202) 457-2055




4
       See 47 C.F.R. §§ 1.767(g)(7), 63.24(f)(2)(ii).



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Document Created: 2011-01-31 15:45:57
Document Modified: 2011-01-31 15:45:57

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