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 SEPARATE  STATEMENT  CHAIRMAN  MICHAEL  K.  POWELL 
 Re:  In  the  Matter  of  Applications  for  Consent  to  the  Transfer  of  Control  of  Licenses  from  Comcast  Corporation  and  AT&  T  Corp.,  Transferors,  to  AT&  T  Comcast  Corporation, 
 Transferee 


 Today  the  Commission  has  approved  the  transfer  of  certain  licenses  from  Comcast  Corporation  and  AT&  T  Corp.,  Transferors  (“  AT&  T”),  to  AT&  T  Comcast 
 Corporation,  Transferee  (“  AT&  T  Comcast”).  The  benefits  of  this  transaction  are  considerable;  the  potential  harms  negligible.  We  therefore  conclude  that  the  merger 
 serves  the  public  interest,  convenience,  and  necessity. 
 The  Commission  has  conditioned  its  approval  on  the  sale  of  AT&  T  Comcast’s  27.64%  ownership  interest  in  Time  Warner  Entertainment,  L.  P.  (“  TWE”).  This  is  the 
 most  significant  public  interest  benefit  of  the  transaction.  By  the  action  we  take  today,  the  Commission  finally  severs  a  complex  relationship  of  intertwining  programming  and 
 distribution  assets  that  has  plagued  the  Commission  for  years.  The  placement  of  the  TWE  interest  in  a  disposition  trust  on  the  day  the  merger  closes  ensures  a  result  that  is 
 definite,  immediate  and  final. 
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