*Pages 1--2 from  Microsoft Word - 58325.doc*
 NEWS  Federal  Communications  Commission  445  12  th  Street,  S.  W.  Washington,  D.  C.  20554  This  is  an  unofficial  announcement  of  Commission  action.  Release  of  the  full  text  of  a  Commission  order  constitutes  official  action.  See  MCI  v.  FCC.  515  F  2d  385  (D.  C.  Circ  1974).  News  Media  Information  202  /  418-  0500  Internet:  http://  www.  fcc.  gov  TTY:  1-  888-  835-  5322 
 For  Immediate  Release  News  Media  Contact:  July  13,  2006  Rebecca  Fisher  (202)  418-  2359 
 FCC  Approves  Adelphia/  Time  Warner/  Comcast  License  Transfer 
 Washington,  DC  –  The  Federal  Communications  Commission  (FCC)  today  approved  the  sale  of  substantially  all  of  the  cable  systems  and  assets  of  Adelphia  Communications  Corporation  to  Time  Warner 
 Inc.  and  Comcast  Corporation,  the  exchange  of  certain  cable  systems  and  assets  between  affiliates  or  subsidiaries  of  Time  Warner  and  Comcast,  and  the  redemption  of  Comcast’s  interests  in  Time  Warner 
 Cable  and  Time  Warner  Entertainment  Company. 
 In  reaching  its  decision,  the  FCC  found  that  the  transactions,  as  conditioned,  serve  the  public  interest  and  comply  with  all  applicable  statutes  and  Commission  rules.  The  Commission  also  found  that 
 the  potential  public  interest  harms  of  the  transactions,  as  conditioned,  are  outweighed  by  the  potential  public  interest  benefits. 


 With  respect  to  benefits,  the  Commission  determined  that  subscribers  would  benefit  from  the  resolution  of  the  Adelphia  bankruptcy  proceeding  in  the  form  of  new  investment  and  upgrades  to  the 
 network.  Additionally,  the  transactions  would  accelerate  deployment  of  VoIP  and  other  advanced  video  services,  such  as  local  VOD  programming,  to  subscribers. 


 With  respect  to  the  potential  harms,  the  Commission  found  that  the  proposed  transactions  may  increase  the  likelihood  of  harm  in  markets  in  which  Time  Warner  or  Comcast  has,  or  may  in  the  future 
 have,  an  ownership  interest  in  Regional  Sports  Networks  (“  RSNs”).  The  Commission  imposed  remedial  conditions,  the  same  as  those  imposed  in  the  News  Corp.-  Hughes  order  to  address  its  concerns. 


 The  Commission  adopted  further  conditions  to  ensure  that  the  transactions  will  not  harm  the  supply  of  programming  to  MVPDs.  Specifically,  the  Commission  adopted  a  condition  allowing 
 unaffiliated  RSNs  unable  to  reach  a  carriage  agreement  with  Time  Warner  or  Comcast  to  seek  commercial  arbitration.  In  addition,  the  Commission  adopted  a  condition  allowing  unaffiliated  programmers  unable  to 
 reach  a  leased  access  agreement  with  Time  Warner  or  Comcast  to  seek  commercial  arbitration. 
 The  item  will  be  available  online  at  www.  fcc.  gov. 
 Action  by  the  Commission,  July  13,  2006,  by  Memorandum  Opinion  and  Order  (FCC  06-  105).  Chairman  Martin,  Commissioners  Tate  and  McDowell  with  Commisisoner  Copps  dissenting  and 
 Commissioner  Adelstein  approving  and  dissenting  in  part.  Separate  statements  issued  by  Chairman  Martin,  Commissioners  Copps,  Adelstein,  Tate,  and  McDowell. 


 -FCC- 
1
 Media  Bureau  staff  contact:  Julie  Salovaara  -  (202)  418-  0783 
2