**Before the**

Federal Communications Commission

Washington, D.C. 20554

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| In the Matter of                 | * | MB Docket No. 08-120         |
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| Applications for Consent to the  | ) | WC Docket No. 08-157         |
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| Assignment and/or Transfer of    | * |                              |
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| Time Warner Inc., and its        | * |                              |
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| Time Warner Cable Inc., and its  | ) |                              |
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memorandum opinion and order

**Adopted: February 11, 2009 Released: February 11, 2009**

By the Chief, Media Bureau; Deputy Chief, Wireline Competition Bureau;
Acting Chief, Wireless Telecommunications Bureau; Acting Chief,
International Bureau:

Table of Contents

Heading Paragraph \#

I. introduction AND BACKGROUND 1

II\. discussion 10

A. Public Interest Framework 10

B. Program Access and Program Carriage Rules 14

C. Resolution of Carriage Complaints. 22

D. The Adelphia Conditions. 24

E. Adult Programming 27

III\. PROCEDURAL MATTERS 29

IV\. ORDERING CLAUSES 30

# introduction AND BACKGROUND

1.  In this Order, we grant the applications for the assignment and
    transfer of control of certain Commission licenses and
    authorizations ("Application") from Time Warner Inc. ("Time Warner")
    to Time Warner Cable, Inc. ("TWC" and together with Time Warner, the
    "Applicants"). [^1] We find that grant of the Application complies
    with the Commission's rules and policies and is consistent with the
    public interest. Currently, Time Warner, by and through its
    subsidiaries, controls TWC.[^2] Time Warner and TWC have entered
    into a Separation Agreement, which we describe below. In connection
    with the Separation Agreement, the Applicants filed with the
    Commission a series of applications to request authorization for the
    assignment and transfer of control of certain Commission licenses
    and authorizations from Time Warner and its subsidiaries to TWC.
    Post-separation, Time Warner will no longer have an ownership
    interest in TWC or its subsidiary licensees.

2.  *Time Warner, Inc.* Time Warner is a publicly traded Delaware
    corporation, headquartered in New York City, New York. Time Warner's
    major businesses encompass an array of media brands, including HBO,
    TNT, CNN, AOL, People, Sports Illustrated, Time, and Time Warner
    Cable. Time Warner produces and distributes television series and
    films.[^3] Time Warner classifies its operations into five
    reportable divisions: AOL, Publishing, Filmed Entertainment,
    Networks, and Cable.[^4]

3.  Time Warner's Filmed Entertainment division comprises Warner Bros.
    Entertainment Group and New Line Cinema Corporation. For the nine
    months ending September 30, 2008, the Filmed Entertainment division
    generated revenues of \$8.285 billion (22% of Time Warner's overall
    revenues) and \$552 million in operating income.[^5] The Filmed
    Entertainment division has diversified sources of revenues within
    its film and television businesses, including an extensive film
    library and a global distribution infrastructure. Warner Bros. is an
    industry leader in the television business. For the 2008-09
    broadcast season, Warner Bros. expects to produce approximately 20
    primetime series, with at least one series airing on each of the
    five broadcast networks, as well as original series for several
    cable networks.[^6] Time Warner's Networks division comprises Turner
    Broadcasting System, Inc. ("Turner") and HBO. The Turner networks
    (including TNT, TBS, CNN, Cartoon Network, truTV, and Headline News)
    are among the leaders in advertising-supported cable TV
    networks.[^7] HBO operates the HBO and Cinemax multichannel pay
    television programming services. According to Time Warner, the HBO
    service is the nation's most widely distributed premium pay
    television service. For the nine months ending September 30, 2008,
    the Networks division generated revenues of \$8.216 billion (22% of
    Time Warner's overall revenues) and \$2.532 billion in operating
    income. [^8] In addition, Time Warner has interests in the NBA TV
    Network, Si TV Network, and The CW, and owns the HTV musica
    network.[^9]

4.  *Time Warner Cable Inc*. TWC is the second largest cable operator in
    the United States and is located mainly in five geographic
    areas: (1) New York State (including New York City), (2) North and
    South Carolina, (3) Ohio, (4) southern California (including Los
    Angeles), and (5) Texas. As of September 30, 2008, TWC served
    approximately 14.7 million customers who subscribed to one or more
    of its video, high-speed data, and voice services. Time Warner owns
    approximately 84% of the common stock of TWC (representing a 90.6%
    voting interest), and also owns an indirect 12.43% non-voting equity
    interest in TW NY, a subsidiary of TWC. For the nine months ended
    September 30, 2008, TWC generated revenues of \$12.798 billion (37%
    of Time Warner's overall revenues) and \$2.162 billion in operating
    income. [^10] TWC principally offers three services over its
    broadband cable systems: video, high-speed data, and voice. Video is
    TWC's largest service in terms of revenues generated and, as of
    September 30, 2008, TWC had approximately 13.3 million basic video
    subscribers.[^11] In addition to these cable operations, TWC owns
    local and regional news networks, regional sports programming
    (including a minority interest in SportsNet New York), and interests
    in the MLB Network and inDEMAND.[^12]

5.  *Corporate Restructuring*. On May 20, 2008, Time Warner and its
    subsidiaries Warner Communications Inc. ("WCI"), Historic TW Inc.
    ("Historic TW"), and American Television and Communications
    Corporation ("ATC") entered into a separation agreement with TWC and
    its subsidiaries Time Warner Entertainment Company, L.P. ("TWE") and
    TW NY Cable Holding Inc. ("TW NY") (the "Separation Agreement"). The
    Separation Agreement provides that Time Warner will complete several
    initial, internal restructuring transactions prior to
    separation.[^13] At the end of the internal restructuring and
    pursuant to the Separation Agreement, TWC will declare a special
    cash dividend, of \$10.855 billion in the aggregate, to be
    distributed on a pro rata basis to the holders of the TWC Class A
    Common Stock and TWC Class B Common Stock in an amount equal to
    \$10.27 per share of TWC Common Stock (the "Special Dividend"),
    resulting in the receipt by Time Warner of approximately \$9.25
    billion from the dividend immediately prior to the separation.[^14]
    Pursuant to its recapitalization plan, TWC then will file with the
    Secretary of State of the State of Delaware a Second Amended and
    Restated Certificate of Incorporation of TWC to be effective
    immediately upon filing and pursuant to which each outstanding share
    of TWC Class A and Class B Common Stock will be automatically
    converted into one share of common stock (the "TWC Common
    Stock").[^15] Pursuant to the terms of the Separation Agreement,
    Time Warner will distribute all the issued and outstanding shares of
    TWC Common Stock then held by Time Warner to (a) its stockholders as
    a pro rata dividend in a spin-off, (b) to participating stockholders
    in an exchange offer constituting a split-off, or (c) a combination
    thereof.[^16] Time Warner has not yet made a decision as to the form
    of the separation. Upon consummation of these transactions, Time
    Warner's stockholders and/or former stockholders will hold
    approximately 85.2% of the TWC Common Stock, and TWC's stockholders,
    other than Time Warner, will hold approximately 14.8% of the issued
    and outstanding TWC Common Stock.[^17]

6.  *Transaction Financing.* TWC expects to fund the Special Dividend
    through its existing \$6 billion revolving credit facility; a
    two-year, \$2.07 billion bridge term loan from a syndicate of banks;
    and \$7.0 billion in senior unsecured notes and debentures ("Debt
    Offering"). [^18] Time Warner has agreed to provide a supplemental
    two-year term loan of up to \$1.535 billion to enable TWC to repay
    the third-party bridge loan at its maturity in the event that TWC
    has not replaced the bridge financing with long-term financing.[^19]

7.  *Ancillary Agreements.* In connection with the Separation Agreement,
    the Applicants have entered into a number of ancillary agreements.
    TWC states that some of the agreements, such as the Registration
    Rights Agreement, the Shareholder Agreement Amendment, and the
    Distribution Agreement, will have no further effect at the
    conclusion of the separation.[^20] In addition, TWC states that
    certain ancillary agreements necessary to facilitate the
    transaction, including a Transition Services Agreement, a
    Reimbursement Agreement Amendment, and the Tax Matters Agreement,
    "will have a relatively insignificant and short term prospective
    effect."[^21] The Applicants also have entered into intellectual
    property agreements allowing TWC to continue to use the "Time
    Warner" and "RoadRunner" trademarks post-separation.[^22] Finally,
    Time Warner and TWC have agreed to extend the term of existing
    program carriage agreements between TWC and (1) Home Box Office Inc.
    ("HBO") ("HBO Affiliation Agreement")[^23] and (2) Turner Network
    Sales ("Turner Network Affiliation Agreement" and, together with the
    HBO Affiliation Agreement, the "HBO/Turner Programming Agreements").
    [^24] The Applicants have modified the HBO/Turner Programming
    Agreements to extend their terms for a defined period beyond their
    previously specified termination dates. In most cases, the terms of
    the HBO/Turner Programming Agreements were extended by 30
    months.[^25]

8.  The Applicants contend that this transaction will enable each
    company to have "greater strategic, financial and operational
    flexibility," thereby increasing its competitiveness.
    Post-separation, the companies expect the management teams to be
    better able to "focus on realizing the full potential of th\[eir\]
    respective businesses and ... provide investors with greater choice
    in how they own this portfolio of assets."[^26] Time Warner will
    concentrate on "creating and distributing ... branded content across
    traditional and digital platforms," while TWC will strive to deliver
    "innovative telecommunications services."[^27] TWC will retain its
    programming assets as part of the separation. Specifically, TWC will
    continue to own its local and regional programming services, such as
    regional sports networks ("RSNs"), and will retain its minority
    interests in SportsNet New York (a New York-area RSN), MLB Network,
    and inDEMAND.[^28]

9.  In response to the Bureaus' Public Notices about this
    transaction,[^29] we received a petition and comments from RCN
    Corporation ("RCN"), and comments from DISH Network Corporation
    ("DISH"), WealthTV, and the National Association of Independent
    Networks ("NAIN"), along with roughly two thousand brief comments
    from the public. DISH and RCN express concern that the program
    access rules[^30] will not apply to Time Warner and TWC
    post-separation because Time Warner will no longer be affiliated
    with a cable operator.[^31] DISH and RCN assert that, if the rules
    do not apply, Time Warner could favor TWC post-restructuring
    vis-à-vis TWC's competitors with respect to agreements for the
    carriage of Time Warner's programming services.[^32] WealthTV and
    NAIN raise similar concerns regarding the nondiscrimination
    provision of the program carriage rules,[^33] arguing that if the
    rules do not apply there will be potential harm to programmers that
    compete with Time Warner.[^34] A number of comments from members of
    the public generally argue that we should condition our grant of the
    Application on TWC's removal of all adult pay-per-view programming
    from its service offerings.[^35]

# discussion

## Public Interest Framework 

10. *Standard of Review*. Pursuant to sections 214 and 310(d) of the
    Communications Act, the Commission must determine whether the
    Applicants, have demonstrated that the proposed transaction will
    serve the public interest, convenience, and necessity.[^36] In
    making this assessment, the Commission evaluates whether the
    proposed transaction complies with the specific provisions of the
    Act,[^37] other applicable statutes, and the Commission's
    rules.[^38] The Commission also considers whether the transaction
    could result in public interest harms by substantially frustrating
    or impairing the objectives or implementation of the Act or related
    statutes.[^39] The Commission employs a balancing process, weighing
    any potential public interest harms of the proposed transaction
    against any potential public interest benefits.[^40] Applicants bear
    the burden of proving, by a preponderance of the evidence, that the
    proposed transaction, on balance, will serve the public
    interest.[^41] If the Commission is unable to find that the proposed
    transaction serves the public interest, or if the record presents a
    substantial and material question of fact, it must designate the
    application for hearing under section 309(e) of the Act.[^42]

11. *Public Interest Standard.* The Commission's public interest
    evaluation encompasses the "broad aims of the Communications
    Act,"[^43] which include, among other things, a deeply rooted
    preference for preserving and enhancing competition in relevant
    markets,[^44] accelerating private sector deployment of advanced
    services,[^45] ensuring a diversity of information sources and
    services to the public,[^46] and generally managing the spectrum in
    the public interest.[^47] This public interest analysis may also
    entail assessing whether a transaction will affect the quality of
    communications services or will result in the provision of new or
    additional services to consumers.[^48] In conducting this analysis,
    the Commission may consider technological and market changes, and
    the nature, complexity, and speed of change of, as well as trends
    within, the communications industry.[^49]

12. The Commission's competitive analysis, which forms an important part
    of our public interest evaluation, is informed by traditional
    antitrust principles, but is not limited to them.[^50] In the
    communications industry, competition is shaped not only by antitrust
    law, but also by the regulatory policies that govern the
    interactions of industry participants.[^51] In addition to
    considering whether a transaction will reduce existing competition,
    therefore, the Commission also must focus on whether the transaction
    will accelerate the decline of market power by dominant firms in the
    relevant communications markets and the transaction's effect on
    future competition.[^52] The Commission's analysis recognizes that a
    proposed transaction may lead to both beneficial and harmful
    consequences. For instance, combining assets may allow a firm to
    reduce transaction costs and offer new products, but it may also
    create market power, create or enhance barriers to entry by
    potential competitors, and create opportunities to disadvantage
    rivals in anticompetitive ways.[^53]

13. Where appropriate, the Commission's public interest authority
    enables it to impose and enforce narrowly-tailored,
    transaction-specific conditions that ensure that the public interest
    is served by the transaction.[^54] Section 303(r) of the
    Communications Act authorizes the Commission to prescribe
    restrictions or conditions, not inconsistent with law, that may be
    necessary to carry out the provisions of the Act.[^55] Similarly,
    section 214(c) of the Act authorizes the Commission to attach to the
    certificate "such terms and conditions as in its judgment the public
    convenience and necessity may require."[^56] Indeed, unlike the role
    of antitrust enforcement agencies, the Commission's public interest
    authority enables it to rely upon its extensive regulatory and
    enforcement experience to impose and enforce conditions to ensure
    that a transaction will yield overall public interest benefits.[^57]
    Despite its broad authority, the Commission has held that it will
    impose conditions only to remedy harms that arise from the
    transaction (i.e., transaction-specific harms)[^58] and that are
    reasonably related to the Commission's responsibilities under the
    Communications Act and related statutes.[^59]

## Program Access and Program Carriage Rules

14. We discuss below the potential public interest harms and benefits
    that may result from the restructuring.[^60] Commenters are
    concerned that post-separation the program access and program
    carriage rules will not apply to programming contracts that were
    executed between Time Warner and TWC when the two entities were
    integrated, which, commenters contend, could foreclose remedies to
    competing MVPDs and programmers for unfair or discriminatory
    practices based on such contracts. Commenters therefore urge the
    Commission to condition the approval of the restructuring on the
    continued application of the program access and program carriage
    rules to programming agreements executed when the two entities were
    integrated. The Applicants disagree that the restructuring creates
    any potential harm and argue that the restructuring is in the public
    interest because it reduces vertical integration by separating Time
    Warner from TWC. For the reasons discussed below, we agree with the
    Applicants and conclude that the restructuring is in the public
    interest. We also conclude that there are no harms to the public
    interest warranting the imposition of any conditions on the approval
    of the transaction.

15. Congress has found that vertically integrated program suppliers have
    the incentive and ability to favor their affiliated cable operators
    over nonaffiliated cable operators and programming distributors
    using other technologies.[^61] As relevant here, Section 628 of the
    Communications Act is intended to foster the development of
    competition to traditional cable systems by facilitating competing
    MVPDs' access to cable programming services.[^62] The Commission's
    program access rules implementing Section 628, which apply to cable
    operators, prohibit price discrimination by programming networks
    that are vertically integrated with a cable operator unless the
    price discrimination is based on market conditions. [^63] A
    vertically integrated firm could also attempt to disadvantage its
    rivals by engaging in a foreclosure strategy, *i.e.*, by withholding
    a critical input from them. As the Commission has previously
    explained, its program access rules also generally prohibit
    exclusive dealing by programming networks that are vertically
    integrated with cable operators.[^64] The Commission's program
    carriage rules,[^65] implementing Section 616 of the Communications
    Act,[^66] address Congress' concerns that "vertically integrated
    cable operators have the incentive and ability to favor affiliated
    programmers over unaffiliated programmers with respect to granting
    carriage on their systems."[^67] Therefore, to prevent undue
    discrimination, our program carriage rules allow competing
    distributors to bring complaints against vertically integrated
    entities who may "restrain the ability of an unaffiliated video
    programming vendor to compete fairly by discriminating in video
    programming distribution on the basis of affiliation or
    non-affiliation of vendors in the selection, terms, or conditions
    for carriage of video programming provided by such vendors."[^68]

16. DISH and RCN express concern that the program access rules will not
    apply to Time Warner post-separation because Time Warner will no
    longer be affiliated with an MVPD, i.e. TWC.[^69] DISH and RCN
    assert that the pre-existing relationship between Time Warner and
    TWC could result in unfair favoritism by Time Warner toward TWC (or
    vice versa), to the detriment of other MVPDs. In addition, RCN
    contends that Time Warner and TWC will continue to have a
    "substantial, if not total, overlap in their ownership after the
    Transactions are completed and for the foreseeable future
    thereafter," to the detriment of other cable operators.[^70] RCN
    asserts that while TWC and Time Warner will no longer be "formally
    'vertically integrated' \[after the transaction is completed\] ...
    the common ownership and long-standing relationship between the
    companies, and continued personal and professional relationship
    among their management" will remain and result in "functional
    vertical integration."[^71] For example, RCN explains that Time
    Warner and TWC could engage in discriminatory rate structures for
    national "must have" programming.[^72]

17. As a remedy to this potential harm, DISH and RCN propose that the
    Commission condition its approval of the transaction on continued
    application of the program access rules post-separation.[^73]
    Further, DISH asks the Commission to apply program access rules to
    Time Warner until arms-length contracts are entered into with TWC
    for carriage of Time Warner's programming.[^74] DISH reasons that
    such a condition is appropriate because the existing programming
    agreements between TWC and Time Warner were executed while the
    companies were affiliated, and the companies "require time to
    develop independent corporate identities."[^75] RCN expresses
    similar concerns and asks the Commission to condition our approval
    on the continued application of the program access rules for six
    years after consummation.[^76]

18. The Applicants oppose such conditions, asserting that the
    transaction is consistent with all applicable laws and does not
    present any competitive concerns.[^77] The Applicants maintain that
    the transaction could not diminish competition because it does not
    involve the combination of assets or any acquisitions of new assets
    by Time Warner or TWC. The Applicants also claim that the Commission
    lacks the statutory authority to impose its program access rules on
    Time Warner programming networks post-separation, because the 1992
    Cable Act and its legislative history make clear that the rules
    apply only to affiliated programming networks.[^78] Therefore, the
    Applicants conclude that post-separation, Time Warner's programming
    networks will no longer be subject to the program access rules.[^79]
    Furthermore, the Applicants contend that there is no economic
    justification for the Commission to apply the rules post-transaction
    because Time Warner will no longer be vertically integrated.[^80]

19. NAIN raises concerns that if the nondiscrimination provision of the
    program carriage rules no longer applies to TWC post-separation, TWC
    will exploit this opportunity to favor Time Warner programming.[^81]
    NAIN urges the Commission to enforce its program carriage rules as
    long as there is a risk that the harms these rules seek to address
    will arise.[^82] WealthTV contends that the programming contracts
    between Time Warner and TWC that will remain in effect
    post-separation will inherently reflect TWC's and Time Warner's
    prior vertical integration.[^83] Accordingly, NAIN and WealthTV ask
    the Commission to continue to treat Time Warner and TWC as
    affiliated for program carriage purposes for five years after the
    close of the transaction.[^84] The Applicants claim a condition is
    unnecessary, pointing out that even if TWC has an incentive to favor
    Time Warner pre-separation, TWC's fiduciary duties to its
    shareholders will erase that incentive post-separation.[^85]

20. *Discussion*. We agree with the Applicants that the separation of
    Time Warner, a major supplier of national and regional programming,
    and TWC, the second largest cable operator, is likely to benefit the
    public interest. The transaction will lessen the extent to which TWC
    is vertically integrated with program providers and will eliminate
    the vertical integration of Time Warner by separating it from TWC.
    [^86] The Commission has made plain its concerns with vertical
    integration of content providers and cable operators, including
    concerns that affiliated entities may disfavor competing cable
    operators with respect to program access and competing programmers
    with respect to program carriage.[^87] The potential harms created
    by the type of integration that is being *undone* here are precisely
    the harms that we seek to remedy by the Commission's program access
    and program carriage rules. Moreover, Time Warner contends that
    separating the Time Warner media content businesses from the TWC
    content delivery platform will place both companies in a better
    position to improve the number and quality of products and services
    they provide to the public.[^88] Based on the record before us, we
    agree. For both of these reasons, we believe that this separation
    should allow for increased competition in the video programming
    marketplace, to the ultimate benefit of consumers.

21. We do not find it necessary to adopt a condition applying the
    program access or program carriage rules, as commenters
    suggest.[^89] The statutory provisions reflect Congress' concern
    that programming vendors and affiliated cable operators and other
    MVPDs may have an incentive and ability to discriminate in favor of
    each other. After Time Warner and TWC separate, that underlying
    premise no longer applies. Neither RCN nor any other commenter has
    provided any evidence to dispute Time Warner's assertions that the
    transaction will separate TWC from Time Warner and that the parties
    will not be affiliated or have attributable interests in each other
    after consummation of the transaction.[^90] And the record does not
    indicate that, after the Applicants' separation, either firm will be
    able to exert significant influence over the core operations of the
    other. Although Time Warner and TWC will have shareholders in
    common, there will be no overlap of officers or directors. The mere
    fact that TWC and Time Warner's stock will be widely held by common
    shareholders, without more, does not lead us to find that the firms
    should be deemed affiliated, as this fact does not provide evidence
    that either firm will have the potential for significant influence
    in the other.[^91] Absent such evidence, and the commenters have
    presented none, there is no reason to believe either firm will have
    the incentive to favor the other. We therefore conclude that after
    Time Warner and TWC separate, neither will have the incentive to
    favor the other or discriminate against the other's rivals.[^92] We
    note, however, that if an MVPD believes that Time Warner or TWC
    violated the program access or program carriage rules while they
    were vertically integrated, the program access and program carriage
    complaint provisions provide an avenue for relief.[^93]

## Resolution of Carriage Complaints 

22. NAIN and WealthTV contend that the Commission should resolve two
    pending program carriage complaints pending against TWC prior to
    taking any action on the Application, so as to foreclose Time Warner
    from "evad\[ing\] any remedial obligations that flow from these
    pending complaints."[^94] In response, TWC states the Commission has
    previously held that it is best to resolve pending rule violations
    in the adjudicative proceedings in which the allegations were
    raised, because the Commission has a complete record to review.[^95]
    Moreover, TWC argues that because it will remain subject to the
    program carriage rules post-transaction, those complaints can be
    resolved with respect to TWC without undue delay in acting on the
    Application.[^96]

23. The Commission has previously stated that the most appropriate forum
    to address an alleged rule violation is in the proceeding in which
    the allegations were raised.[^97] Moreover, the Commission has held
    that it will impose conditions only to remedy harms that arise from
    the transaction (*i.e*., transaction-specific harms).[^98] The
    commenters have not provided any reason why we should deviate from
    previous Commission decisions. Post-divestiture, TWC will continue
    to be subject to the program carriage rules with respect to the
    resolution of pending complaints. Thus, it is unnecessary to delay
    resolution of this matter in order to conclude these proceedings
    since they are not specific to this transaction.[^99]

## The Adelphia Conditions 

24. DISH asserts that the program access conditions adopted in the
    *Adelphia Order* concerning Time Warner's Regional Sports Networks
    (RSNs) should continue to apply to Time Warner and any RSNs acquired
    post-transaction.[^100] DISH contends that Time Warner, including
    its current and future RSNs, should continue to be subject to the
    *Adelphia* conditions[^101] until they sunset in 2012 or until the
    Applicants successfully petition for reconsideration.[^102] The
    Applicants respond that the conditions adopted in the *Adelphia
    Order* are inapplicable to Time Warner post-divestiture because the
    conditions apply only to "*Time Warner Cable, and its subsidiaries,
    affiliates, parents, successors, and assigns.*"[^103] Stating that
    Time Warner will no longer have any ownership interest in TWC, the
    Applicants argue that the conditions are inapplicable to Time
    Warner.[^104] Additionally, the Applicants argue that,
    post-divestiture, the competitive concerns underlying the *Adelphia*
    conditions will no longer exist because the conditions were
    motivated by the vertical integration of RSNs with geographically
    concentrated cable systems.[^105]

25. In the *Adelphia* transaction, the Commission conditioned the
    approval of Comcast's and Time Warner's swaps of cable systems and
    acquisition of Adelphia's cable systems, adopting arbitration and
    program access conditions with respect to Time Warner's current and
    future RSNs.[^106] The Commission found that an MVPD's ability to
    compete effectively with an incumbent cable operator is
    significantly harmed if it is denied access to "must have"
    vertically integrated programming, for which there is no good
    substitute.[^107] In the *Adelphia Order*, the Commission stated
    that, "the basis for the lack of adequate substitutes for regional
    sports programming lies in the unique nature of its core component:
    RSNs typically purchase exclusive rights to show sporting events,
    and sports fans believe that there is no good substitute for
    watching their local and/or favorite team play an important
    game."[^108] Thus, the Commission reasoned, an MVPD's ability to
    gain access to RSNs and the price and other terms of conditions of
    access can be important factors in its ability to compete with
    rivals.[^109] Accordingly, in *Adelphia*, to counteract potential
    harms whereby Time Warner could raise the price of access to RSNs,
    resulting in "increased retail rates and fewer choices for consumers
    seeking competitive alternatives to ... Time Warner," the Commission
    adopted arbitration conditions, as well as modified program access
    conditions that would apply to Time Warner's satellite- and
    terrestrially-delivered RSNs.[^110] Under these conditions, MVPDs
    that fail to reach mutually acceptable terms with Time Warner's RSNs
    for first-time carriage or for renewal of an expired agreement may
    submit a dispute to commercial arbitration. In addition, the
    Commission required Time Warner's RSNs to comply with the program
    access rules, regardless of the means of delivery (i.e., whether the
    RSNs are delivered to the cable headend via satellite or terrestrial
    facilities).[^111]

26. *Discussion.* As an initial matter, we note---and the Applicants
    concede---that the *Adelphia* conditions will continue to apply to
    TWC post-restructuring.[^112] Thus, TWC's competitors will continue
    to have access to the RSNs at issue in *Adelphia* under the terms
    and conditions set forth in that Order. We do agree with Time
    Warner, however, that post-divestiture, the *Adelphia* program
    access conditions, by their own terms, will no longer apply to Time
    Warner.[^113] Time Warner will no longer be the parent, or an
    affiliate, of TWC.

## Adult Programming 

27. The Commission received approximately two thousand brief comments
    from individuals and groups generally arguing that it should
    condition its grant of the Application on TWC's removal of all adult
    pay-per-view programming from its service offerings. We decline to
    adopt such a condition.

28. Commission rules do not forbid the airing of sexually explicit
    programming on subscription video services, unless the material is
    deemed obscene. No commenter has submitted factual evidence
    demonstrating that the material at issue is obscene sufficient to
    constitute a *prima facie* case, or filed a petition to deny on the
    basis of obscenity that would meet the criteria applicable to
    petitions to deny.[^114] Nor has any commenter alleged that the
    adult pay-per-view programming at issue is obscene or subject to
    Title 18, Section 1464 of the United States Code, which prohibits
    obscene programming.[^115] Moreover, commenters have not alleged any
    legal basis on which the Commission could impose a condition
    prohibiting the distribution of adult-oriented programming on TWC's
    cable systems and there is no contention that any statute or rule
    has been violated. Finally, as explained above, the Commission's
    public interest authority enables it to impose and enforce narrowly
    tailored, transaction-specific conditions that ensure that the
    public interest is served by the transaction.[^116] This issue is
    not transaction-specific and accordingly our review of the proposed
    transaction is not the appropriate forum to request such a
    condition.[^117]

# PROCEDURAL MATTERS

29. On January 28, 2009, TWC notified the Commission that, on December
    31, 2008, some of TWC's subsidiaries that hold Commission licenses
    and authorizations involved in this transaction were merged into
    their respective corporate parents or dissolved, resulting in a
    consummated assignment of those Commission licenses and
    authorizations ("Roll-Up Assignments").[^118] Although the
    Applicants sought authority to assign the Roll-Up Assignments as
    part of the Application, the Roll-Up Assignments were consummated
    without prior Commission consent.[^119] In this Order, we grant the
    Application without prejudice to any enforcement action by the
    Commission for non-compliance with the Communications Act of
    1934,[^120] as amended, or the Commission's rules.[^121]

# ORDERING CLAUSES

30. Accordingly, having reviewed the applications and the record in this
    matter, IT IS ORDERED, pursuant to sections 1, 4(i), 4(j), 214,
    303(r), 309, and 310(d) of the Communications Act of 1934, as
    amended, 47 U.S.C. §§ 151, 154(i), 154(j), 214, 303(r), 309, 310(d),
    that this *Memorandum Opinion and Order* IS ADOPTED, and that the
    Application for Authority to Transfer Control and/or Assignment of
    various Commission licenses and authorizations held by subsidiaries
    of Time Warner Inc., as detailed in Appendix A, to Time Warner Cable
    Inc., and its subsidiaries (collectively "Time Warner Cable"), IS
    GRANTED, subject to the terms discussed herein, without prejudice to
    any enforcement action by the Commission for non-compliance with the
    Communications Act of 1934, as amended, or the Commission's rules.

31. IT IS FURTHER ORDERED that pursuant to the authority granted by
    sections 1, 4(i), 4(j), and 214 of the Communications Act of 1934,
    as amended, 47 U.S.C. §§ 151, 154(i), 154(j), and 214, and pursuant
    to the authority delegated in section 0.291 of the Commission's
    rules, 47 C.F.R. § 0.291, the domestic section 214 application for
    consent to a transfer of control of Time Warner Cable, Inc.,
    referenced in Appendix B, IS GRANTED.

32. IT IS FURTHER ORDERED that the above grants shall include authority
    for Time Warner Cable, consistent with the terms of this Order, to
    acquire control of (a) any license or authorization for any system
    that is part of these transactions issued during the Commission's
    consideration of the Applications or the period required for
    consummation of the transactions, (b) construction permits held by
    such systems that mature into licenses after closing, (c) any
    license or authorization issued pursuant to applications filed by
    such systems that are pending at the time of consummation of the
    transfers of control or assignments, and (d) licenses or
    authorizations that are held by such systems that may have been
    inadvertently omitted from the Applications.

33. IT IS FURTHER ORDERED that pursuant to sections 4(i), 4(j), and
    310(d) of the Communications Act of 1934, as amended, 47 U.S.C. §§
    154(i), 154(j), 310(d), the "Petition to Condition Consent or Deny
    Application" filed by RCN Corporation IS DENIED.

34. This action is taken pursuant to delegated authority under Sections
    0.204, 0.261, 0.283, 0.291, and 0.331, of the Commission's Rules, 47
    C.F.R. §§ 0.204, 0.261, 0.283, 0.291, 0.331.

    FEDERAL COMMUNICATIONS COMMISSION

    Monica Shah Desai

    Chief, Media Bureau

    Julie A. Veach

    Deputy Chief, Wireline Competition Bureau

    James D. Schlichting

    Acting Chief, Wireless Telecommunications Bureau

    John V. Giusti

    Acting Chief, International Bureau

**APPENDIX A**

**Licenses and Authorizations**

The application filed by Time Warner Inc.'s subsidiaries includes
Commission authorizations and licenses listed below. They are separated
by the type of authorization or license, and, within each category,
listed by licensee name, application or ULS or IBFS file number, call
sign or lead call sign (for ULS filings), and/or other service-specific
information, as appropriate. Interested parties should refer to the
applications for a more detailed listing of the authorizations or
licenses. Each of the Applicants' subsidiaries or affiliates may hold
multiple authorizations or licenses of a particular type.

**Part 78 -- Cable Television Relay Service (CARS)**

  -------------------------------------------------------------------------------------------------------------
  **[File                                     **[Licensee]{.underline}**        **[Call               
  No.]{.underline}**                                                            Sign]{.underline}**   
  -------------------- ---------------------- --------------------------------- --------------------- ---------
  20080701AA-09        NY1 News                                                 KD-55028              

  20080701AB-09        Time Warner                                              WAE-470               
                       Entertainment Co. LP                                                           

  20080701AC-09        Time Warner                                              WAE-478               
                       Entertainment Co. LP                                                           

  20080701AD-09        Sun Cablevision                                          WAV-644               

  20080701AE-09        Time Warner                                              WAX-743               
                       Entertainment Co. LP                                                           

  20080701AF-09        Time Warner                                              WBK-510               
                       Entertainment Co. LP                                                           

  20080701AG-09        Time Warner                                              WBM-742               
                       Entertainment Co. LP                                                           

  20080701AH-09        Time Warner                                              WBM-744               
                       Entertainment Co. LP                                                           

  20080701AJ-09        Time Warner                                              WLY-376               
                       Entertainment Co. LP                                                           

  20080701AK-09        Time Warner                                              WLY-402               
                       Entertainment Co. LP                                                           

  20080701AL-09        Oceanic Cablevision                                      WLY-415               

  20080701AM-09        Time Warner                                              WLY-678               
                       Entertainment Co. LP                                                           

  20080701AN-09        Oceanic Cablevision                                      WLY-683               

  20080701AO-09        Oceanic Cablevision                                      WLY-684               

  20080701AP-09        Time Warner                                              WLY-685               
                       Entertainment Co. LP                                                           

  20080701AQ-09        Time Warner                                              WLY-713               
                       Entertainment Co. LP                                                           

  20080701AR-09        Time Warner NY Cable,                                    KB-60101              
                       LLC                                                                            

  20080701AS-09        Time Warner NY Cable,                                    KD-55007              
                       LLC                                                                            

  20080701AU-09        Time Warner NY Cable,                                    WAD-626               
                       LLC                                                                            

  20080701AV-09        Pullman TV Cable Co.,                                    WAE-605               
                       Inc.,                                                                          
                       Debtor-in-Possession                                                           

  20080701AW-09        Pullman TV Cable Co.,                                    WAE-606               
                       Inc.,                                                                          
                       Debtor-in-Possession                                                           

  20080701AX-09        Yuma Cablevision,                                        WAJ-458               
                       Inc.,                                                                          
                       Debtor-in-Possession                                                           

  20080701AY-09        Time Warner NY Cable,                                    WLY-609               
                       LLC                                                                            

  20080701AZ-09        Time Warner NY Cable,                                    WAX-28                
                       LLC                                                                            

  20080701BA-09        Highland Carlsbad                                        WGV-957               
                       Operating Subsidiary,                                                          
                       Inc.                                                                           

  20080701BC-09        Time Warner NY Cable,                                    WGZ-335               
                       LLC                                                                            

  20080701BD-09        Frontiervision                                           WGZ-433               
                       Operating Partners,                                                            
                       L.P.,                                                                          
                       Debtor-in-Possession                                                           

  20080701BF-09        Southwest Colorado                                       WHZ-293               
                       Cable, In.c,                                                                   
                       Debtor-in-Possession                                                           

  20080701BG-09        Southwest Colorado                                       WHZ-301               
                       Cable, In.c,                                                                   
                       Debtor-in-Possession                                                           

  20080701BH-09        Frontiervision                                           WHZ-446               
                       Operating Partners,                                                            
                       L.P.,                                                                          
                       Debtor-in-Possession                                                           

  20080701BJ-09        Century-TCI                                              WLY-269               
                       California, L.P.,                                                              
                       Debtor-in-Possession                                                           

  20080701BL-09        Time Warner NY Cable,                                    WLY-662               
                       LLC                                                                            

  20080701BM-09        Time Warner NY Cable,                                    WLY-807               
                       LLC                                                                            

  20080701BN-09        Time Warner NY Cable,                                    WLY-809               
                       LLC                                                                            

  20080701BO-09        Time Warner NY Cable,                                    WLY-852               
                       LLC                                                                            

  20080701BP-09        Time Warner NY Cable,                                    WSJ-903               
                       LLC                                                                            

  20080701BQ-09        Time Warner Cable LLC                                    WGZ-435               

  20080701BR-09        Time Warner Cable of                                     WLY-745               
                       Southeaster Wisconsin,                                                         
                       LP                                                                             

  20080701BS-09        Time Warner                                              KB-60127              
                       Entertainment -                                                                
                       Advance/Newhouse                                                               
                       Partnership                                                                    

  20080701BT-09        Time Warner                                              KD-55003              
                       Entertainment -                                                                
                       Advance/Newhouse                                                               
                       Partnership                                                                    

  20080701BU-09        Time Warner                                              KD-55017              
                       Entertainment -                                                                
                       Advance/Newhouse                                                               
                       Partnership                                                                    

  20080701BV-09        Time Warner                                              KD-55024              
                       Entertainment -                                                                
                       Advance/Newhouse                                                               
                       Partnership                                                                    

  20080701BW-09        Time Warner                                              KD-55026              
                       Entertainment -                                                                
                       Advance/Newhouse                                                               
                       Partnership                                                                    

  20080701BX-09        Time Warner                                              KD-55027              
                       Entertainment -                                                                
                       Advance/Newhouse                                                               
                       Partnership                                                                    

  20080701BY-09        Time Warner                                              KD-55031              
                       Entertainment -                                                                
                       Advance/Newhouse                                                               
                       Partnership                                                                    

  20080701BZ-09        Time Warner                                              KYX-61                
                       Entertainment -                                                                
                       Advance/Newhouse                                                               
                       Partnership                                                                    

  20080701CA-09        Time Warner                                              KYX62                 
                       Entertainment -                                                                
                       Advance/Newhouse                                                               
                       Partnership                                                                    

  20080701CB-09        Time Warner                                              WAF-861               
                       Entertainment -                                                                
                       Advance/Newhouse                                                               
                       Partnership                                                                    

  20080701CC-09        Time Warner                                              WBF-574               
                       Entertainment -                                                                
                       Advance/Newhouse                                                               
                       Partnership                                                                    

  20080701CD-09        Time Warner                                              WGI-757               
                       Entertainment -                                                                
                       Advance/Newhouse                                                               
                       Partnership                                                                    

  20080701CE-09        Time Warner                                              WGZ-450               
                       Entertainment -                                                                
                       Advance/Newhouse                                                               
                       Partnership                                                                    

  20080701CF-09        Time Warner                                              WGZ-452               
                       Entertainment -                                                                
                       Advance/Newhouse                                                               
                       Partnership                                                                    

  20080701CG-09        Time Warner                                              WGZ-464               
                       Entertainment -                                                                
                       Advance/Newhouse                                                               
                       Partnership                                                                    

  20080701CH-09        Time Warner                                              WHZ-339               
                       Entertainment -                                                                
                       Advance/Newhouse                                                               
                       Partnership                                                                    

  20080701CI-09        Time Warner                                              WHZ-548               
                       Entertainment -                                                                
                       Advance/Newhouse                                                               
                       Partnership                                                                    

  20080701CJ-09        Time Warner                                              WHZ-780               
                       Entertainment -                                                                
                       Advance/Newhouse                                                               
                       Partnership                                                                    

  20080701CL-09        Time Warner                                              WLY-235               
                       Entertainment -                                                                
                       Advance/Newhouse                                                               
                       Partnership                                                                    

  20080701CM-09        Time Warner                                              WLY-306               
                       Entertainment -                                                                
                       Advance/Newhouse                                                               
                       Partnership                                                                    

  20080701CN-09        Time Warner                                              WLY-449               
                       Entertainment -                                                                
                       Advance/Newhouse                                                               
                       Partnership                                                                    

  20080701CO-09        Time Warner                                              WLY-451               
                       Entertainment -                                                                
                       Advance/Newhouse                                                               
                       Partnership                                                                    

  20080701CP-09        Time Warner                                              WLY-786               
                       Entertainment -                                                                
                       Advance/Newhouse                                                               
                       Partnership                                                                    

  20080701CQ-09        Time Warner                                              WLY-787               
                       Entertainment -                                                                
                       Advance/Newhouse                                                               
                       Partnership                                                                    

  20080701CR-09        Time Warner                                              WLY-788               
                       Entertainment -                                                                
                       Advance/Newhouse                                                               
                       Partnership                                                                    

  20080701CS-09        Time Warner                                              WLY-843               
                       Entertainment -                                                                
                       Advance/Newhouse                                                               
                       Partnership                                                                    

  20080701CT-09        Time Warner                                              WGZ-451               
                       Entertainment -                                                                
                       Advance/Newhouse                                                               
                       Partnership                                                                    

  20080701CU-08        CAC Exchange I LLC                                       WHZ-879               

  20080701CV-08        CAC Exchange I LLC                                       WHZ-880               

  20080701CW-08        CAC Exchange I LLC                                       WHZ-886               

  20080701CX-08        C-Native Exchange I,                                     WLY-893               
                       LLC                                                                            

  20080701CY-08        C-Native Exchange III,                                   KA-80623              
                       LLC                                                                            

  20080701CZ-08        C-Native Exchange III,                                   WGV-990               
                       LLC                                                                            

  20080701DB-08        C-Native Exchange III,                                   WLY-812               
                       LLC                                                                            

  20080701DC-08        C-Native Exchange III,                                   WLY-815               
                       LLC                                                                            

  20080701DD-08        C-Native Exchange III,                                   WLY-816               
                       LLC                                                                            

  20080701DE-08        C-Native Exchange III,                                   WLY-817               
                       LLC                                                                            

  20080701DG-08        KCCP Trust                                               KD-55034              

  20080701DF-08        Staten Island Cable,                                     WHZ-455               
                       LLC                                                                            
  -------------------------------------------------------------------------------------------------------------

**Part 25 -- Earth Station Licenses**

  -------------------------------------------------------------------------------------------------------------
                           **[File               **[Licensee]{.underline}**       **[Call                
                           Nos.]{.underline}**                                    Signs]{.underline}**   
  ------------------------ --------------------- -------------------------------- ---------------------- ------
  SES-ASG-20080616-00781                         KCCP Trust dba Time Warner Cable E040257 E020130         

  SES-T/C-20080616-00782                         Time Warner Entertainment        E010308                 
                                                 Company, L.P.                                           

  SES-T/C-20080616-00783                         Time Warner                      E030142 E020046         
                                                 Entertainment-Advance/Newhouse   E040258 E020012        
                                                 Partnership                      E020045 E050260        
                                                                                  E990041 E050253        
                                                                                  E020162 E040450        

  SES-T/C-20080611-00756                         Home Box Office, Inc.            E930422 E4063 E930421   
                                                                                  E910207                
  -------------------------------------------------------------------------------------------------------------

**Parts 90 and 101 -- Wireless Licenses**

+---------------------+--------------------------------+--------------+
| **[File             | **[Licensee]{.underline}**     | **[Call      |
| No.]{.underline}**  |                                | Sign]{.      |
|                     |                                | underline}** |
+=====================+================================+==============+
| 0003467890          | Time Warner Cable LLC          | KBE579       |
|                     |                                |              |
|                     |                                | KFI554       |
|                     |                                |              |
|                     |                                | KXL770       |
|                     |                                |              |
|                     |                                | KYD420       |
|                     |                                |              |
|                     |                                | KZG687       |
|                     |                                |              |
|                     |                                | WNZV590      |
|                     |                                |              |
|                     |                                | WPKX512      |
|                     |                                |              |
|                     |                                | WPOD376      |
|                     |                                |              |
|                     |                                | WPPT945      |
|                     |                                |              |
|                     |                                | WPRJ821      |
|                     |                                |              |
|                     |                                | WPXN359      |
|                     |                                |              |
|                     |                                | WYW409       |
+---------------------+--------------------------------+--------------+
|                     |                                |              |
+---------------------+--------------------------------+--------------+
| 0003467964          | Time Warner Cable of Maine,    | WPMF361      |
|                     | L.P.                           |              |
|                     |                                | WPRJ819      |
+---------------------+--------------------------------+--------------+
|                     |                                |              |
+---------------------+--------------------------------+--------------+
| 0003468012          | Time Warner Entertainment Co., | KCG802       |
|                     | L.P.                           |              |
|                     |                                | KD51495      |
|                     |                                |              |
|                     |                                | KKY765       |
|                     |                                |              |
|                     |                                | KMM421       |
|                     |                                |              |
|                     |                                | KNCT853      |
|                     |                                |              |
|                     |                                | KNGZ955      |
|                     |                                |              |
|                     |                                | KRK440       |
|                     |                                |              |
|                     |                                | KTC582       |
|                     |                                |              |
|                     |                                | KUB374       |
|                     |                                |              |
|                     |                                | KWE967       |
|                     |                                |              |
|                     |                                | KWI239       |
|                     |                                |              |
|                     |                                | KXI775       |
|                     |                                |              |
|                     |                                | KZA314       |
|                     |                                |              |
|                     |                                | KZM402       |
|                     |                                |              |
|                     |                                | KZS468       |
|                     |                                |              |
|                     |                                | WAJ419       |
|                     |                                |              |
|                     |                                | WNBH251      |
|                     |                                |              |
|                     |                                | WNDG716      |
|                     |                                |              |
|                     |                                | WNQJ943      |
|                     |                                |              |
|                     |                                | WNWE827      |
|                     |                                |              |
|                     |                                | WPGQ804      |
|                     |                                |              |
|                     |                                | WPMD511      |
|                     |                                |              |
|                     |                                | WPPS493      |
|                     |                                |              |
|                     |                                | WPRT915      |
|                     |                                |              |
|                     |                                | WPUQ862      |
|                     |                                |              |
|                     |                                | WQGJ785      |
|                     |                                |              |
|                     |                                | WRJ898       |
|                     |                                |              |
|                     |                                | WSI431       |
+---------------------+--------------------------------+--------------+
|                     |                                |              |
+---------------------+--------------------------------+--------------+
| 0003468103          | Warner Bros. Studios           | KC7450       |
|                     | Facilities, a division of WB   |              |
|                     | Studio Enterprises Inc.        | KD28151      |
|                     |                                |              |
|                     |                                | WPLD733      |
|                     |                                |              |
|                     |                                | WPXB369      |
+---------------------+--------------------------------+--------------+
|                     |                                |              |
+---------------------+--------------------------------+--------------+
| 0003468173          | Warner Bros. Studios           | WQCE400      |
|                     | Facilities, a division of WB   |              |
|                     | Studio Enterprises Inc.        |              |
+---------------------+--------------------------------+--------------+
|                     |                                |              |
+---------------------+--------------------------------+--------------+
| 0003468183          | Home Box Office, Inc.          | KB51583      |
|                     |                                |              |
|                     |                                | WPDV459      |
|                     |                                |              |
|                     |                                | WPLP425      |
|                     |                                |              |
|                     |                                | WPLY449      |
|                     |                                |              |
|                     |                                | WQDP537      |
+---------------------+--------------------------------+--------------+
|                     |                                |              |
+---------------------+--------------------------------+--------------+
| 0003468228          | TWFanch-one Co.                | WPYX606      |
+---------------------+--------------------------------+--------------+
|                     |                                |              |
+---------------------+--------------------------------+--------------+
| 0003468235          | Time Warner Cable of           | WQGH689      |
|                     | Southeastern Wisconsin, L.P.   |              |
+---------------------+--------------------------------+--------------+
|                     |                                |              |
+---------------------+--------------------------------+--------------+
| 0003468245          | Time Warner NY Cable LLC       | KBL655       |
|                     |                                |              |
|                     |                                | KEY243       |
|                     |                                |              |
|                     |                                | KDV713       |
|                     |                                |              |
|                     |                                | KNEP681      |
|                     |                                |              |
|                     |                                | KNEP792      |
|                     |                                |              |
|                     |                                | KNEW327      |
|                     |                                |              |
|                     |                                | KNFK741      |
|                     |                                |              |
|                     |                                | KNHB711      |
|                     |                                |              |
|                     |                                | KST750       |
|                     |                                |              |
|                     |                                | KVE273       |
|                     |                                |              |
|                     |                                | KVH831       |
|                     |                                |              |
|                     |                                | KVP226       |
|                     |                                |              |
|                     |                                | KXO480       |
|                     |                                |              |
|                     |                                | KYA708       |
|                     |                                |              |
|                     |                                | KYT511       |
|                     |                                |              |
|                     |                                | KZL214       |
|                     |                                |              |
|                     |                                | WNJQ722      |
|                     |                                |              |
|                     |                                | WNJQ723      |
|                     |                                |              |
|                     |                                | WNKN324      |
|                     |                                |              |
|                     |                                | WNKS662      |
|                     |                                |              |
|                     |                                | WNKW791      |
|                     |                                |              |
|                     |                                | WNMD682      |
|                     |                                |              |
|                     |                                | WNSG819      |
|                     |                                |              |
|                     |                                | WNTM202      |
|                     |                                |              |
|                     |                                | WNTP502      |
|                     |                                |              |
|                     |                                | WNTP503      |
|                     |                                |              |
|                     |                                | WNTZ483      |
|                     |                                |              |
|                     |                                | WPAA343      |
|                     |                                |              |
|                     |                                | WPAJ330      |
|                     |                                |              |
|                     |                                | WPCI360      |
|                     |                                |              |
|                     |                                | WPCZ429      |
|                     |                                |              |
|                     |                                | WPHV911      |
|                     |                                |              |
|                     |                                | WPJD443      |
|                     |                                |              |
|                     |                                | WPJD444      |
|                     |                                |              |
|                     |                                | WPJF315      |
|                     |                                |              |
|                     |                                | WPNA608      |
|                     |                                |              |
|                     |                                | WPNB364      |
|                     |                                |              |
|                     |                                | WPNC608      |
|                     |                                |              |
|                     |                                | WPNI666      |
|                     |                                |              |
|                     |                                | WPNJ491      |
|                     |                                |              |
|                     |                                | WPNJ860      |
|                     |                                |              |
|                     |                                | WPOT691      |
|                     |                                |              |
|                     |                                | WPOU242      |
|                     |                                |              |
|                     |                                | WPQR366      |
|                     |                                |              |
|                     |                                | WPUJ297      |
|                     |                                |              |
|                     |                                | WQCW526      |
|                     |                                |              |
|                     |                                | WRW654       |
|                     |                                |              |
|                     |                                | WSV238       |
+---------------------+--------------------------------+--------------+
|                     |                                |              |
+---------------------+--------------------------------+--------------+
| 0003468319          | Time Warner Entertainment -    | KEU343       |
|                     | Advance/Newhouse Partnership   |              |
|                     |                                | KFC257       |
|                     |                                |              |
|                     |                                | KGG771       |
|                     |                                |              |
|                     |                                | KJO371       |
|                     |                                |              |
|                     |                                | KKO393       |
|                     |                                |              |
|                     |                                | KLE540       |
|                     |                                |              |
|                     |                                | KLG713       |
|                     |                                |              |
|                     |                                | KNAA980      |
|                     |                                |              |
|                     |                                | KNAG471      |
|                     |                                |              |
|                     |                                | KNAO831      |
|                     |                                |              |
|                     |                                | KNCQ213      |
|                     |                                |              |
|                     |                                | KNDJ878      |
|                     |                                |              |
|                     |                                | KNEM219      |
|                     |                                |              |
|                     |                                | KNFH709      |
|                     |                                |              |
|                     |                                | KNFS485      |
|                     |                                |              |
|                     |                                | KNFX911      |
|                     |                                |              |
|                     |                                | KNGD681      |
|                     |                                |              |
|                     |                                | KNGQ432      |
|                     |                                |              |
|                     |                                | KNGQ592      |
|                     |                                |              |
|                     |                                | KNHG678      |
|                     |                                |              |
|                     |                                | KNHV455      |
|                     |                                |              |
|                     |                                | KNNP318      |
|                     |                                |              |
|                     |                                | KP3939       |
|                     |                                |              |
|                     |                                | KQQ669       |
|                     |                                |              |
|                     |                                | KRE807       |
|                     |                                |              |
|                     |                                | KRU568       |
|                     |                                |              |
|                     |                                | KSP492       |
|                     |                                |              |
|                     |                                | KST683       |
|                     |                                |              |
|                     |                                | KSX886       |
|                     |                                |              |
|                     |                                | KTB466       |
|                     |                                |              |
|                     |                                | KTK417       |
|                     |                                |              |
|                     |                                | KTT329       |
|                     |                                |              |
|                     |                                | KUM850       |
|                     |                                |              |
|                     |                                | KVI746       |
|                     |                                |              |
|                     |                                | KVI925       |
|                     |                                |              |
|                     |                                | KXO253       |
|                     |                                |              |
|                     |                                | KXU777       |
|                     |                                |              |
|                     |                                | KXW245       |
|                     |                                |              |
|                     |                                | KXW246       |
|                     |                                |              |
|                     |                                | KYB324       |
|                     |                                |              |
|                     |                                | KZM401       |
|                     |                                |              |
|                     |                                | KZW413       |
|                     |                                |              |
|                     |                                | WAN551       |
|                     |                                |              |
|                     |                                | WDY834       |
|                     |                                |              |
|                     |                                | WNBD741      |
|                     |                                |              |
|                     |                                | WNBT764      |
|                     |                                |              |
|                     |                                | WNDF692      |
|                     |                                |              |
|                     |                                | WNEW367      |
|                     |                                |              |
|                     |                                | WNEW368      |
|                     |                                |              |
|                     |                                | WNEW370      |
|                     |                                |              |
|                     |                                | WNHR511      |
|                     |                                |              |
|                     |                                | WNLI265      |
|                     |                                |              |
|                     |                                | WNMR964      |
|                     |                                |              |
|                     |                                | WNMS621      |
|                     |                                |              |
|                     |                                | WNMS967      |
|                     |                                |              |
|                     |                                | WNQK499      |
|                     |                                |              |
|                     |                                | WNTB802      |
|                     |                                |              |
|                     |                                | WNZF562      |
|                     |                                |              |
|                     |                                | WPAC931      |
|                     |                                |              |
|                     |                                | WPDM936      |
|                     |                                |              |
|                     |                                | WPFE250      |
|                     |                                |              |
|                     |                                | WPFV417      |
|                     |                                |              |
|                     |                                | WPFZ212      |
|                     |                                |              |
|                     |                                | WPGS403      |
|                     |                                |              |
|                     |                                | WPHM787      |
|                     |                                |              |
|                     |                                | WPJT583      |
|                     |                                |              |
|                     |                                | WPLI586      |
|                     |                                |              |
|                     |                                | WPLL555      |
|                     |                                |              |
|                     |                                | WPMQ877      |
|                     |                                |              |
|                     |                                | WPPN885      |
|                     |                                |              |
|                     |                                | WPPT340      |
|                     |                                |              |
|                     |                                | WPVQ709      |
|                     |                                |              |
|                     |                                | WPVR884      |
|                     |                                |              |
|                     |                                | WPWE580      |
|                     |                                |              |
|                     |                                | WQAS388      |
|                     |                                |              |
|                     |                                | WQCH652      |
|                     |                                |              |
|                     |                                | WQDW614      |
|                     |                                |              |
|                     |                                | WQT492       |
|                     |                                |              |
|                     |                                | WRN321       |
|                     |                                |              |
|                     |                                | WRS860       |
|                     |                                |              |
|                     |                                | WSY900       |
|                     |                                |              |
|                     |                                | WXC411       |
|                     |                                |              |
|                     |                                | WXF579       |
|                     |                                |              |
|                     |                                | WXQ208       |
|                     |                                |              |
|                     |                                | WYJ530       |
|                     |                                |              |
|                     |                                | WYK776       |
|                     |                                |              |
|                     |                                | WZH437       |
+---------------------+--------------------------------+--------------+
|                     |                                |              |
+---------------------+--------------------------------+--------------+
| 0003468351          | Erie Telecommunications Inc.   | KNCA620      |
+---------------------+--------------------------------+--------------+
|                     |                                |              |
+---------------------+--------------------------------+--------------+
| 0003469667          | CAP Exchange I, LLC            | KFM729       |
|                     |                                |              |
|                     |                                | KNFB326      |
|                     |                                |              |
|                     |                                | KNJH360      |
|                     |                                |              |
|                     |                                | WNAU571      |
|                     |                                |              |
|                     |                                | WNNQ605      |
|                     |                                |              |
|                     |                                | WYQ717       |
+---------------------+--------------------------------+--------------+
|                     |                                |              |
+---------------------+--------------------------------+--------------+
| 0003469675          | CAT Holdings, LLC              | KRU795       |
+---------------------+--------------------------------+--------------+
|                     |                                |              |
+---------------------+--------------------------------+--------------+
| 0003469680          | C-Native Exchange I, LLC       | WSU819       |
+---------------------+--------------------------------+--------------+
|                     |                                |              |
+---------------------+--------------------------------+--------------+
| 0003469684          | C-Native Exchange III, L.P.    | WNYE223      |
+---------------------+--------------------------------+--------------+
|                     |                                |              |
+---------------------+--------------------------------+--------------+
| 0003469688          | Staten Island Cable, LLC       | WPOB447      |
+---------------------+--------------------------------+--------------+
|                     |                                |              |
+---------------------+--------------------------------+--------------+
| 0003469693          | Warner Bros. Studios           | WPSE434      |
|                     | Facilities, a division of WB   |              |
|                     | Studio Enterprises Inc.        |              |
+---------------------+--------------------------------+--------------+
|                     |                                |              |
+---------------------+--------------------------------+--------------+
| 0003469796          | Time Warner Entertainment      | WNWE827      |
|                     | Company, LP                    |              |
+---------------------+--------------------------------+--------------+
|                     |                                |              |
+---------------------+--------------------------------+--------------+
| 0003494827          | Time Warner NY Cable LLC       | WAT979       |
|                     |                                |              |
|                     |                                | WAT980       |
|                     |                                |              |
|                     |                                | WAT982       |
|                     |                                |              |
|                     |                                | WAU277       |
|                     |                                |              |
|                     |                                | WBA757       |
|                     |                                |              |
|                     |                                | WBA758       |
|                     |                                |              |
|                     |                                | WBA759       |
|                     |                                |              |
|                     |                                | WBA760       |
|                     |                                |              |
|                     |                                | WBA868       |
|                     |                                |              |
|                     |                                | WBA869       |
|                     |                                |              |
|                     |                                | WBA979       |
|                     |                                |              |
|                     |                                | WBB360       |
|                     |                                |              |
|                     |                                | WCG255       |
|                     |                                |              |
|                     |                                | WCU212       |
|                     |                                |              |
|                     |                                | WLN795       |
|                     |                                |              |
|                     |                                | WMJ750       |
|                     |                                |              |
|                     |                                | WPNJ386      |
+---------------------+--------------------------------+--------------+
|                     |                                |              |
+---------------------+--------------------------------+--------------+
| 0003494842          | Time Warner Cable LLC          | KAY61        |
|                     |                                |              |
|                     |                                | KCM71        |
|                     |                                |              |
|                     |                                | KCM72        |
|                     |                                |              |
|                     |                                | KCM73        |
|                     |                                |              |
|                     |                                | KCM74        |
|                     |                                |              |
|                     |                                | KCM75        |
|                     |                                |              |
|                     |                                | KOC70        |
|                     |                                |              |
|                     |                                | KPR32        |
|                     |                                |              |
|                     |                                | KPR33        |
|                     |                                |              |
|                     |                                | KPZ25        |
|                     |                                |              |
|                     |                                | KYC43        |
|                     |                                |              |
|                     |                                | KYC44        |
|                     |                                |              |
|                     |                                | KYC45        |
|                     |                                |              |
|                     |                                | KZS97        |
|                     |                                |              |
|                     |                                | WAH469       |
|                     |                                |              |
|                     |                                | WAN96        |
|                     |                                |              |
|                     |                                | WBB351       |
|                     |                                |              |
|                     |                                | WBB352       |
|                     |                                |              |
|                     |                                | WBO58        |
|                     |                                |              |
|                     |                                | WBO60        |
|                     |                                |              |
|                     |                                | WCG290       |
|                     |                                |              |
|                     |                                | WCG291       |
|                     |                                |              |
|                     |                                | WDU371       |
|                     |                                |              |
|                     |                                | WDU487       |
|                     |                                |              |
|                     |                                | WHA531       |
|                     |                                |              |
|                     |                                | WHA532       |
|                     |                                |              |
|                     |                                | WHC954       |
|                     |                                |              |
|                     |                                | WHC955       |
|                     |                                |              |
|                     |                                | WHO382       |
|                     |                                |              |
|                     |                                | WLB832       |
|                     |                                |              |
|                     |                                | WLC250       |
|                     |                                |              |
|                     |                                | WLM267       |
|                     |                                |              |
|                     |                                | WLN481       |
|                     |                                |              |
|                     |                                | WLU282       |
|                     |                                |              |
|                     |                                | WLU363       |
|                     |                                |              |
|                     |                                | WLU364       |
|                     |                                |              |
|                     |                                | WLU649       |
|                     |                                |              |
|                     |                                | WLV612       |
|                     |                                |              |
|                     |                                | WLW657       |
|                     |                                |              |
|                     |                                | WML930       |
|                     |                                |              |
|                     |                                | WMN600       |
|                     |                                |              |
|                     |                                | WMN847       |
|                     |                                |              |
|                     |                                | WMQ559       |
|                     |                                |              |
|                     |                                | WMW651       |
|                     |                                |              |
|                     |                                | WPJD844      |
|                     |                                |              |
|                     |                                | WPNL677      |
|                     |                                |              |
|                     |                                | WPQM209      |
|                     |                                |              |
|                     |                                | WPRU461      |
|                     |                                |              |
|                     |                                | WPRU462      |
|                     |                                |              |
|                     |                                | WPST350      |
+---------------------+--------------------------------+--------------+

**Section 214 Authorization**

**Part 63 -- International Section 214**

  ------------------------------------------------------------------------------------
  **[File                   **[Licensee]{.underline}**        **[Authorization
  No.]{.underline}**                                          Number]{.underline}**
  ------------------------- --------------------------------- ------------------------
  ITC-T/C-20080718-000326   TWC Communications, LLC           ITC-214-20030117-00043

  ------------------------------------------------------------------------------------

**APPENDIX B**

**Section 214 Authorization**

**Part 63 -- Domestic Section 214**

Applicants filed a domestic section 214 application for consent to a
transfer of control of Time Warner Cable, Inc. from Time Warner Inc., WC
Docket No. 08-157.

[^1]: *See* Cable Television Relay Service Applications for Assignment
    of Licenses and Ultimate Transfer of Control from Time Warner Inc.
    to Time Warner Cable Inc. (filed June 13, 2008) ("Application"). The
    licenses affected by the applications and their respective file
    numbers are listed in Appendix A. *See also Time Warner Seeks FCC
    Consent to Assign or Transfer Control of Licenses and Authorizations
    in Connection With Time Warner Cable Separation*, MB Docket 08-120,
    Public Notice, 23 FCC Rcd 10349, DA 08-1574 (MB rel. July 1, 2008);
    *Domestic Section 214 Application Filed for the Transfer of Control
    of Time Warner Cable Inc. from Time Warner Inc.*, WC Docket 08-157,
    Public Notice, DA 08-1975, 23 FCC Rcd 12859, (WCB rel. Aug. 26,
    2008); *Assignment of License Authorization Applications, Transfer
    of Control of Licensee Applications, and De Facto Transfer Lease
    Applications, and Designated Entity Reportable Eligibility Event
    Applications Accepted for Filing*, WTB Report 4330 (WTB rel. Aug.
    27, 2008); *Streamlined International Applications Accepted for
    Filing*, Report No. TEL-01292S (IB rel. July 25, 2008) (initial
    International Bureau public notice); *Streamlined International
    Applications Accepted For Filing*, Report No. TEL-01296S (IB rel.
    Aug. 8, 2008) (subsequent International Bureau public notice
    removing application from streamlined processing).

[^2]: Time Warner owns approximately 84% of the common stock of TWC
    (representing a 90.6% voting interest), and also owns an indirect
    12.43% non-voting equity interest in TW NY Cable Holding Inc. ("TW
    NY"), a subsidiary of TWC. Time Warner, SEC Form 10-Q (Nov. 5,
    2008), at 5 ("Time Warner 11/5/08 10-Q").

[^3]: Time Warner 11/5/08 10-Q, at 2.

[^4]: We limit our detailed description to Time Warner's Filmed
    Entertainment, Networks, and Cable segments because commenters in
    this proceeding have focused on these businesses. Time Warner's AOL
    segment provides online advertising services on the AOL Network and
    third-party Internet sites, and it develops and operates the AOL
    Network, which is a network of web brands and free client software
    and services for Internet consumers. In addition, through its Access
    Services business, AOL operates one of the largest Internet access
    subscription services in the United States. Time Warner's publishing
    segment consists principally of magazine publishing and related
    websites, as well as a number of direct-marketing and direct-selling
    businesses. Time Warner 11/5/08 10-Q, at 2-3, 6.

[^5]: Time Warner 11/5/08 10-Q, at 5.

[^6]: *Id*.

[^7]: Time Warner 11/5/08 10-Q, at 6.

[^8]: *Id.*

[^9]: *See* SNL Interactive: Time Warner Inc. Briefing Book: TV Networks
    (last visited Jan. 28, 2009).

[^10]: Time Warner 11/5/08 10-Q, at 4.

[^11]: *Id*.

[^12]: Application at Exhibit B-2, n.9; SNL Interactive: Time Warner
    Cable Inc. Briefing Book: TV Networks (last visited Jan. 28, 2009).

[^13]: First, Time Warner Companies, Inc. will merge with and into
    Historic TW, with Historic TW surviving the merger. Second, ATC will
    merge with and into Historic TW, with Historic TW surviving the
    merger. As a result of these two pro forma transfers of control, WCI
    will become a direct subsidiary of Historic TW. Third, WCI will
    transfer all of its shares of TWC to Historic TW in exchange for a
    portion of the shares of WCI currently held by Historic TW.
    Accordingly, TWC will become a direct majority-owned subsidiary of
    Historic TW. Historic TW will then transfer all of the shares of TWC
    held by it (including those received by Historic TW in connection
    with the TW NY Exchange, as described below) to Time Warner in
    exchange for a portion of the shares of Historic TW held by Time
    Warner. As a result, Time Warner will become the direct corporate
    parent of TWC and will hold all of its issued and outstanding equity
    not already held by the public. Historic TW then will exchange its
    12.43% interest in TW NY for 80 million shares of TWC Class A Common
    Stock (the "TW NY Exchange"). The shares received by Historic TW in
    connection with the TW NY Exchange will (prior to the Separation
    Transaction) be transferred to Time Warner as described above.
    Application at Exhibit B-2, at 1-2.

[^14]: Time Warner Inc., SEC Form 8-K (May 27, 2008), Item 1.01 ("Time
    Warner 5/27/08 8-K"); *see also* *id.* at Separation Agreement, Sec.
    2.05. The separation of TWC from Time Warner is termed the
    "Distribution," which is defined as "the distribution by Time Warner
    to some (or all) of its stockholders of all of the shares of TWC
    Capital Stock held by Time Warner after the TW NY Exchange, the
    Internal Restructuring and the Recapitalization, as a Spin-Off,
    Split-Off, or combination thereof." *Id.* at Separation Agreement,
    Article I.

[^15]: Time Warner 5/27/08 8-K, Item 1.01; *Id.* at Separation
    Agreement, Sec. 2.06.

[^16]: Time Warner 5/27/08 8-K, Item 1.01. If a spin-off is elected,
    Time Warner will distribute to all of its shareholders a *pro rata*
    number of shares of TWC. If a split-off is elected, Time Warner will
    offer its shareholders the opportunity to exchange their shares of
    Time Warner stock for a specified number of shares of TWC stock.
    Following the split-off, any shares of TWC not distributed pursuant
    to the exchange would be distributed on a pro rata basis to all Time
    Warner shareholders. Application at Exhibit B-2, at 2.

[^17]: Time Warner 5/27/08 8-K, Item 1.01.

[^18]: Time Warner Inc., *Time Warner & Time Warner Cable Agree to
    Separation* (press release), May 21, 2008 ("Time Warner May 21, 2008
    Press Release"); Time Warner Inc., SEC Form 8-K (Dec. 12, 2008),
    Item 1.01 ("Time Warner 12/12/08 8-K").

[^19]: Time Warner 12/12/08 8-K, Item 1.01.

[^20]: Letter from Arthur H. Harding, Fleischman and Harding LLP,
    Counsel for TWC, to Marlene H. Dortch, Secretary, FCC (Oct. 9, 2008)
    at 1 ("TWC Oct. 9, 2008 Ex Parte"). The Registration Rights
    Agreement provides that TWC will file an SEC registration statement
    required in the event that Time Warner elects to conduct a
    split-off. The Shareholder Agreement Amendment terminates the
    existing Shareholder Agreement as of the consummation date of the
    separation. The Distribution Agreement is between Time Warner and a
    third-party agent, and governs the actual distribution and/or
    exchange of TWC shares that will effectuate the proposed separation.
    *Id.*

[^21]: TWC Oct. 9, 2008 Ex Parte at 1-2. The Transition Services
    Agreement outlines procedures for negotiating Time Warner's
    continued provision of certain services to TWC for a limited time
    following the divestiture. The Applicants contemplate that the
    transition services will be limited to assistance from Time Warner
    with an executive recruiting function for a period of three months
    post-divestiture. The Reimbursement Agreement Amendment clarifies
    and makes reciprocal an existing arrangement under which TWC
    reimburses Time Warner when TWC employees exercise Time Warner stock
    options or upon vesting of restricted stock units that certain
    employees were granted as part of their compensation. The Tax
    Matters Agreement defines how basic tax matters will be addressed by
    the companies as they relate to the time prior to completion of the
    separation. *Id*.

[^22]: TWC Oct. 9, 2008 Ex Parte at 2.

[^23]: Time Warner Nov. 17, 2008 Response to Document Request at
    TW0169-218 (HBO Affiliation Agreement) and TW0219-272 (Cinemax
    Affiliation Agreement).

[^24]: Time Warner Nov. 17, 2008 Response to Document Request at
    TW0001-0013.

[^25]: TWC Oct. 9, 2008 Ex Parte at 2; Time Warner Nov. 17, 2008
    Response to Document Request at TW0001, TW0017.

[^26]: Time Warner May 21, 2008 Press Release.

[^27]: *Id*.

[^28]: Application at Exhibit B-2, n.9; SNL Interactive: Time Warner
    Cable Inc. Briefing Book: TV Networks (last visited Jan. 28, 2009).

[^29]: *See* *supra* note 1.

[^30]: *See* 47 C.F.R. §§ 76.1001-76.1003.

[^31]: RCN Corporation Petition to Condition Consent or Deny Application
    at 1-2 ("RCN Petition"); DISH Network Corporation Comments at 1-2
    ("DISH Comments").

[^32]: RCN Petition at 6-11; DISH Comments at 2-3.

[^33]: 47 C.F.R. § 76.1301(c); *see also* 47 C.F.R. § 76.1301(a)
    (prohibiting cable operator or other MVPD, regardless of vertical
    integration, from requiring a financial interest in any program
    service as a condition for carriage) and 47 C.F.R. § 76.1301(b)
    (prohibiting a cable operator or other MVPD, regardless of vertical
    integration, from coercing any video programming vendor to provide,
    or retaliate against such a vendor for failing to provide, exclusive
    rights against any other MVPD as a condition for carriage on a
    system).

[^34]: Reply of National Association of Independent Networks to RCN's
    Petition to Condition Consent or Deny Application at 2 ("NAIN
    Reply"); Reply of WealthTV to RCN's Petition to Condition Consent or
    Deny Application at 1 ("WealthTV Reply").

[^35]: *See, e.g.,* Letter from Beth Brown (Jan. 15, 2009); Letter from
    Robert A. Atkinson (Nov. 25, 2008); Letter from Rev. Daniel J.
    Lemke, Ashley Wesleyan Church (Nov. 24, 2008).

[^36]: 47 U.S.C. §§ 214, 310(d).

[^37]: Section 310(d) requires that the Commission consider the
    applications as if the proposed transferee were applying for the
    licenses directly. 47 U.S.C. § 310(d). *See SBC Communications Inc.
    and AT&T Corp. Applications for Approval of Transfer of Control*, 20
    FCC Rcd 18290, 18300, ¶ 16 (2005) ("*SBC-AT&T Order*"); *Verizon*
    *Communications, Inc. and MCI, Inc. Applications for Approval of
    Transfer of Control*, 20 FCC Rcd 18433, 18442-43, ¶ 16 (2005)
    ("*Verizon-MCI Order*"); *Applications of Nextel Communications,
    Inc. and Sprint Corporation*, 20 FCC Rcd 13967, 13976, ¶ 20 (2005)
    ("*Sprint-Nextel Order*"); *General Motors Corp. and Hughes
    Electronics Corp., Transferors, and The News Corp. Ltd, Transferee,*
    19 FCC Rcd 473, 483, ¶ 15 (2004) ("*News Corp.-Hughes Order"*);
    *Applications for Consent to the Transfer of Control of Licenses
    from Comcast Corp. and AT&T Corp., Transferors, to AT&T Comcast
    Corp., Transferee,* 17 FCC Rcd 23246, 23255, ¶ 26 (2002)
    ("*Comcast-AT&T Order"*).

[^38]: *See, e.g., SBC-AT&T Order*, 20 FCC Rcd at 18300, ¶ 16;
    *Verizon-MCI Order*, 20 FCC Rcd at 18442-43, ¶ 16; *Assignment of
    Licenses Pursuant to Section 310(d) of the Communications Act from
    NextWave Personal Communications, Inc., Debtor-in-Possession, and
    NextWave Power Partners, Inc., Debtor-in-Possession, to Subsidiaries
    of Cingular Wireless LLC*, 19 FCC Rcd 2570, 2580-81, ¶ 24 (2004);
    *EchoStar Communications Corp., General Motors Corp. and Hughes
    Electronics Corp., and EchoStar Communications Corp*., Hearing
    Designation Order, 17 FCC Rcd 20559, 20574, ¶ 25 (2002)
    ("*EchoStar-DIRECTV HDO*").

[^39]: *See News Corp. and DIRECTV Group, Inc. and Liberty Media Corp.
    for Authority to Transfer Control*, 23 FCC Rcd 3265, 3276-77, ¶ 22
    (2008) ("*Liberty Media-DIRECTV Order*"); *SBC-AT&T Order*, 20 FCC
    Rcd at 18300, ¶ 16; *Verizon-MCI Order*, 20 FCC Rcd at 18433, ¶ 16;
    *Sprint-Nextel Order*, 20 FCC Rcd 13976, ¶ 20.

[^40]: *See Liberty Media-DIRECTV Order*, 23 FCC Rcd at 3277, ¶ 22;
    *SBC-AT&T Order*, 20 FCC Rcd at 18300, ¶ 16; *Verizon-MCI Order*, 20
    FCC Rcd at 18443, ¶ 16; *Sprint-Nextel Order*, 20 FCC Rcd at 13976,
    ¶ 20; *News Corp.-Hughes Order*, 19 FCC Rcd at 483, ¶ 15;
    *Comcast-AT&T Order*, 17 FCC Rcd at 23255, ¶ 26.

[^41]: *See Liberty Media-DIRECTV Order*, 23 FCC Rcd at 3277, ¶ 22;
    *SBC-AT&T Order*, 20 FCC Rcd at 18300, ¶ 16; *Verizon-MCI Order*, 20
    FCC Rcd at 18443, ¶ 16; *Comcast-AT&T Order*, 17 FCC Rcd at 23255, ¶
    26; *EchoStar-DIRECTV HDO*, 17 FCC Rcd at 20574, ¶ 25.

[^42]: 47 U.S.C. § 309(e); *see also Liberty Media-DIRECTV Order,* 23
    FCC Rcd at 3277, ¶ 22; *News Corp.-Hughes Order,* 19 FCC Rcd at 483
    n.49; *EchoStar-DIRECTV HDO*, 17 FCC Rcd at 20574, ¶ 25.

[^43]: *Applications of AT&T Wireless Services, Inc. and Cingular
    Wireless Corp. for Consent to Transfer Control of Licenses and
    Authorizations*, 19 FCC Rcd 21522, 21544, ¶ 41 (2004)
    ("*Cingular-AT&T Wireless Order*"); *News Corp.-Hughes Order*, 19
    FCC Rcd at 483, ¶ 16; *Comcast-AT&T Order*, 17 FCC Rcd at 23255, ¶
    27; *EchoStar-DIRECTV HDO*, 17 FCC Rcd at 20575, ¶ 26; *Applications
    to Consent to the Transfer of Control of Licenses and Section 214
    Authorizations from Media One Group, Inc. Transferor, to AT&T Corp.,
    Transferee,* 15 FCC Rcd 9816, 9821, ¶ 11 (2000) ("*AT&T-MediaOne
    Order*"); *Applications of VoiceStream Wireless Corporation or
    Omnipoint Corporation, Transferors, and VoiceStream Wireless Holding
    Company, Cook Inlet/VS GSM II PCS, LLC, or Cook Inlet/VS GSM III
    PCS, LLC, Transferees*, 15 FCC Rcd 3341, 3346-47, ¶ 11 (2000); *AT&T
    Corp., British Telecommunications, PLC, VLT Co. L.L.C., Violet
    License Co. LLC, and TNV \[Bahamas\] Limited Applications*, 14 FCC
    Rcd 19140, 19146, ¶ 14 (1999) ("*AT&T Corp.-British Telecom.
    Order*"); *Application of WorldCom, Inc., and MCI Communications
    Corp. for Transfer of Control of MCI Communications Corp. to
    WorldCom, Inc*., 13 FCC Rcd 18025, 18030, ¶ 9 (1998) ("*WorldCom-MCI
    Order*").

[^44]: 47 U.S.C. § 521(6) (one purpose of statute is to "promote
    competition in cable communications and minimize unnecessary
    regulation"); 47 U.S.C. § 532(a) (purpose of section is "to promote
    competition in the delivery of diverse sources of video programming
    and to assure that the widest possible diversity of information
    sources are made available to the public from cable systems in a
    manner consistent with growth and development of cable systems");
    *see also Applications for Consent to the Transfer of Control of
    Licenses and Authorizations by Time Warner, Inc. and America Online,
    Inc. to AOL Time Warner Inc*., 16 FCC Rcd 6547, 6555-56, ¶ 22 (2001)
    ("AOL-*Time Warner Order*").

[^45]: *See, e.g*., Telecommunications Act of 1996, Pub. L. No. 104-104,
    110 Stat. 56 § 706 (1996) (providing for the deployment of advanced
    telecommunications capabilities).

[^46]: 47 U.S.C. § 521(4); *see also* 47 U.S.C. § 532(a).

[^47]: *See, e.g., Liberty Media-DIRECTV Order,* 23 FCC Rcd at 32784, ¶
    24; *Applications for Consent to the Assignment And/Or Transfer of
    Control of Licenses Adelphia Communications Corporation, (and
    Subsidiaries, Debtors-In-Possession), Assignors, to Time Warner
    Cable Inc. (Subsidiaries), Assignees, Adelphia Communications
    Corporation, (And Subsidiaries, Debtors-In-Possession), Assignors
    and Transferors, to Comcast Corporation (Subsidiaries), Assignees
    and Transferees*, 21 FCC Rcd 8203, 8218, ¶ 24 (2006) ("*Adelphia
    Order*").

[^48]: *See Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21544, ¶ 41;
    *Comcast-AT&T Order*, 17 FCC Rcd at 23255 ¶ 27; *AT&T-MediaOne
    Order*, 15 FCC Rcd at 9821-22, ¶ 11; *WorldCom-MCI Order*, 13 FCC
    Rcd at 18031, ¶ 9.

[^49]: *See Comcast-AT&T Order*, 17 FCC Rcd at 23255, ¶ 27;
    *AT&T-MediaOne Order*, 15 FCC Rcd at 9821-22, ¶ 11; *WorldCom-MCI
    Order*, 13 FCC Rcd at 18031, ¶ 9.

[^50]: *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21544, ¶ 42*; News
    Corp.-Hughes Order*, 19 FCC Rcd at 484, ¶ 17; *EchoStar-DIRECTV
    HDO*, 17 FCC Rcd at 20575, ¶ 27; *Application of GTE Corporation and
    Bell Atlantic Corporation for Consent to Transfer Control of
    Domestic and International Authorizations and Application to
    Transfer Control of a Submarine Cable Landing License*, 15 FCC Rcd
    14032, 14046, ¶ 23 (2000) ("*Bell Atlantic-GTE Order*");
    *Comcast-AT&T Order*, 17 FCC Rcd at 23256, ¶ 28; *WorldCom-MCI
    Order*, 13 FCC Rcd at 18033, ¶ 13.

[^51]: *Sprint-Nextel Order*, 20 FCC Rcd at 13978, ¶ 22; *Cingular-AT&T
    Wireless Order*, 19 FCC Rcd at 21545, ¶ 42; *Comcast-AT&T Order*, 17
    FCC Rcd at 23256, ¶ 28; *AT&T-MediaOne Order*, 15 FCC Rcd at 9821, ¶
    10.

[^52]: *Bell Atlantic-GTE Order*, 15 FCC Rcd at 14047, ¶ 23; *AT&T
    Corp.-British Telecom. Order*, 14 FCC Rcd at 19147-48 ¶ 15;
    *Comcast-AT&T Order*, 17 FCC Rcd at 23256, ¶ 28.

[^53]: *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21545, ¶ 42;
    *AOL-Time Warner Order*, 16 FCC Rcd at 6550, 6553, ¶¶ 5, 15.

[^54]: *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21545, ¶ 43; *Bell
    Atlantic-GTE Order*, 15 FCC Rcd at 14047-48, ¶ 24; *AT&T
    Corp.-British Telecom. Order*, 14 FCC Rcd at 19148, ¶ 15; *see also
    WorldCom-MCI Order*, 13 FCC Rcd at 18032, ¶ 10 (stating that the
    Commission may attach conditions to the grant of its approval);
    *Applications of VoiceStream Wireless Corp., Powertel Inc. and
    Deutsche Telekom AG for Consent to Transfer Control of Licenses and
    Authorizations*, 16 FCC Rcd 9779, 9782, ¶ 1 (2001) (conditioning
    approval on compliance with agreements with Department of Justice
    and Federal Bureau of Investigation addressing national security,
    law enforcement, and public safety concerns).

[^55]: 47 U.S.C. § 303(r). *See Cingular-AT&T Wireless Order*, 19 FCC
    Rcd at 21545, ¶ 43; *Bell Atlantic-GTE Order*, 15 FCC Rcd at 14047,
    ¶ 24; *WorldCom-MCI Order*, 13 FCC Rcd at 18032, ¶ 10 (citing *FCC
    v. Nat'l Citizens Comm. for Broadcasting*, 436 U.S. 775 (1978)
    (upholding broadcast-newspaper cross-ownership rules adopted
    pursuant to section 303(r)); *U.S. v. Southwestern Cable Co*., 392
    U.S. 157, 178 (1968) (holding that section 303(r) permits the
    Commission to order a cable company not to carry a broadcast signal
    beyond station's primary market); *United Video, Inc. v. FCC*, 890
    F.2d 1173, 1182-83 (D.C. Cir. 1989) (affirming syndicated
    exclusivity rules adopted pursuant to section 303(r) authority)).

[^56]: *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21545, ¶ 43; *Bell
    Atlantic-GTE Order*, 15 FCC Rcd at 14047, ¶ 24; *AT&T Corp.-British
    Telecom. Order*, 14 FCC Rcd at 19148, ¶ 15.

[^57]: *See, e.g., Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21545, ¶
    43; *News Corp.-Hughes Order*, 19 FCC Rcd at 477, ¶ 5; *Bell
    Atlantic-GTE Order*, 15 FCC Rcd at 14047-48, ¶ 24; *WorldCom-MCI
    Order*, 13 FCC Rcd at 18034-35, ¶ 14.

[^58]: *Sprint-Nextel Order*, 20 FCC Rcd at 13978-79, ¶ 23;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21545-46, ¶ 43; *News
    Corp.-Hughes Order*, 19 FCC Rcd at 534, ¶ 131; *Comcast-AT&T Order*,
    17 FCC Rcd at 23302, ¶ 140; *AOL-Time Warner Order*, 16 FCC Rcd at
    6550, ¶¶ 5-6.

[^59]: *See Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21545-46, ¶ 43;
    *AOL-Time Warner Order*, 16 FCC Rcd at 6609-10, ¶¶ 146-47.

[^60]: This transaction does not involve a vertical or horizontal
    merger, but rather the decoupling of an existing vertically
    integrated entity into two separate corporate entities. The record
    in this proceeding focuses on the transaction's likely effects on
    the Commission's public policy goal of fostering competition among
    MVPDs and programmers, rather than on a formal analysis of the
    transaction's effects on competition in a particular product or
    geographic market. Although we do not here conduct a traditional
    antitrust analysis to determine what products are substitutes (the
    "product market"), or where those substitute products are available
    (the "geographic market"), we note that the Commission has
    determined that the relevant product market for MVPD services is no
    broader than the entire MVPD market, but may well be narrower. *See,
    e.g., EchoStar-DIRECTV HDO*, 17 FCC Rcd at 20609, ¶ 115; *Liberty
    Media-DIRECTV Order*, 23 FCC Rcd at 3280-81, ¶ 31. The Commission
    has determined that the relevant geographic market for MVPD services
    is local because consumers subscribe to MVPD services based on the
    choices available to them at their residences. However, to simplify
    the analysis, the Commission aggregates consumers that face the same
    choice in MVPD products into larger relevant geographic markets.
    *See, e.g., Liberty Media-DIRECTV Order*, 23 FCC Rcd at 3281, ¶ 32*;
    News Corp.-Hughes Order*, 19 FCC Rcd at 505, ¶ 62; *Comcast-AT&T
    Order*, 17 FCC Rcd at 23282, ¶ 90; *EchoStar-DIRECTV HDO*, 17 FCC
    Rcd at 20610, ¶ 119.

[^61]: Cable Television Consumer Protection and Competition Act of 1992,
    47 U.S.C. § 521, nt. 1, § 2(a)(5) ("*1992 Cable Act*").

[^62]: 47 U.S.C. § 548(a).

[^63]: 47 C.F.R. §§ 76.1001 and 76.1002 (describing prohibited unfair
    practices under the Commission's program access rules).

[^64]: 47 C.F.R. § 76.1002; *see e.g. Liberty Media-DIRECTV Order*, 23
    FCC Rcd at 3295, ¶ 68.

[^65]: 47 C.F.R. § 76.1301(c).

[^66]: 47 U.S.C. § 536.

[^67]: *Implementation of Sections 12 and 19 of The Cable Television
    Consumer Protection And Competition Act Of 1992 -- Development of
    Competition and Diversity in Video Programming Distribution and
    Carriage*, MM Docket 92-265, Second Report and Order, 9 FCC Rcd
    2642, 2643, ¶ 2 (1993) ("*Program Carriage Order*").

[^68]: 47 C.F.R. § 76.1301(c).

[^69]: *See* RCN Petition at 7-10; DISH Comments at 1-3. RCN also filed
    comments in the Wireline Competition Bureau docket reiterating the
    arguments it made in its Media Bureau docket petition, and adding
    that, "\[a\]lthough the primary impact of the transaction relates to
    its potential for direct and substantial harm to competition in the
    video programming arena, to the extent that competitive providers of
    bundled voice/video/broadband services are less able to compete with
    Time Warner Cable, competition in the telecommunications market will
    also be negatively impacted." RCN Comments in WC Docket No. 08-157
    at 1; *see also* Time Warner Reply in WC Docket No. 08-157 at 1. We
    find that RCN's comments in the Wireline Competition Bureau docket
    are adequately addressed by our treatment of the petition RCN filed
    in the Media Bureau docket. *See, e.g*.*, infra* paras. 20-21.

[^70]: RCN Petition at 5-6.

[^71]: *Id.* at 7.

[^72]: *Id.* at 6.

[^73]: RCN Petition at 8; DISH Comments at 3.

[^74]: DISH Comments at 1-2.

[^75]: *Id.* at 2.

[^76]: RCN Petition at 2-3, 11.

[^77]: Applicants' Reply at 2.

[^78]: *Id.* at 10.

[^79]: *Id.* at 10-11.

[^80]: *Id.* at 11.

[^81]: NAIN Reply at 2-3.

[^82]: *Id.* at 3; *see* 47 U.S.C. § 536.

[^83]: WealthTV Reply at 1.

[^84]: NAIN Reply at 2; WealthTV Reply at 1.

[^85]: Letter from Arthur H. Harding, Fleischman and Harding LLP,
    Counsel for TWC, to Marlene H. Dortch, Secretary, FCC (Aug. 28,
    2008) at 2 ("TWC Aug. 28, 2008 Ex Parte").

[^86]: We also disagree with RCN's argument that Time Warner's public
    interest statement inadequately describes how a separation between
    media content and delivery businesses will ultimately benefit
    consumers. RCN Petition at 4-5. The Application, along with the
    evidence submitted in the record, provided sufficient information
    that adequately describes the transaction and enables the Commission
    to act on the assignment and transfer of licenses request.

[^87]: *See Implementation of the Cable Television Consumer Protection
    and Competition Act of 1992; Development of Competition and
    Diversity in Video Programming Distribution: Section 628(C)(5) of
    the Communications Act: Sunset of Exclusive Prohibition, Renewal of
    the Commission's Program Access Rules and Examination of Programming
    Tying Arrangements, Report and Order and Notice of Proposed
    Rulemaking,* 22 FCC Rcd 17791, 17835, ¶ 63 (2007) ("*2007 Program
    Access Order and NPRM*"); *Program Carriage Order*, 9 FCC Rcd at
    2643, ¶ 2.

[^88]: Application, Exhibit B-2, at 3-4; Applicants' Reply at 6. *See
    also* discussion at *supra* para. 8.

[^89]: *See* RCN Petition at 7; DISH Comments at 2; NAIN Reply at 2;
    WealthTV Reply at 1.

[^90]: Further, based on our review of the ancillary and other
    agreements that will continue to exist between TWC and Time Warner
    after separation, we see no evidence in the record that the firms
    will continue to have attributable interests or other connections
    conferring significant ability to influence each other such that
    they would warrant a finding of attribution.

[^91]: Thus, this transaction is distinguishable from *Liberty
    Media-DIRECTV* where a common shareholder had a controlling interest
    and served as the chairman of the board of directors of two
    competing entities. In addition, there was other evidence that the
    two firms had the potential to significantly influence each other,
    including, for example, other overlapping directors. To address
    these competitive concerns, the Commission required that all
    attributable interests connecting the two firms be severed. *See*
    *Liberty Media/ DIRECTV Order*, 23 FCC Rcd at 3284-3294, ¶¶ 41-63.

[^92]: Therefore, we are not adopting RCN's suggestion that we impose a
    condition for six years to all program carriage agreements between
    Time Warner and TWC or WealthTV's proposal that we consider Time
    Warner and TWC to be vertically integrated for the duration of the
    existing contracts and renewals thereof, or for a period of five
    years, whichever is greater. *See* RCN Petition at 2-3, 11; WealthTV
    Reply at 1.

[^93]: 47 C.F.R. §§ 76.1003(g), 76.1302. Provided that an MVPD or
    programming vendor submits a complaint within the period specified
    by the Commission's program access or program carriage complaint
    provisions, the MVPD or programmer can obtain remedies for
    violations of the program access and program carriage rules even
    after this transaction closes (including, for example, violations
    relating to the HBO/Turner Programming Agreements and the
    modifications thereto referenced in the Separation Agreement). *See
    Liberty Media-DIRECTV Order*, 23 FCC Rcd at 3325, ¶ 126 *and* n.417.

[^94]: NAIN Reply at 7 (citing *Applications for Consent to the Transfer
    of Control of Licenses XM Satellite Radio Holdings Inc., Transferor
    To Sirius Satellite Radio Inc., Transferee*, MB Docket 07-57,
    Memorandum Opinion and Order and Report and Order, 23 FCC Rcd 12348
    (2008) as precedent ("*XM/Sirius Order*")); WealthTV Reply at 2.

[^95]: TWC Aug. 28, 2008 Ex Parte at 3 (citing *EchoStar-DIRECTV HDO*,
    17 FCC Rcd at 20578, ¶ 33 *and* *Adelphia Order*, 21 FCC Rcd at
    8306, ¶ 240).

[^96]: *Id*.

[^97]: *See*, *e.g*., *News Corp.-Hughes Order*, 19 FCC Rcd at 607, ¶
    309 (license transfer review is not the proper forum to address
    broadcaster\'s complaint); *Applications of Cellco Partnership
    d/b/a/ Verizon Wireless and Atlantis Holdings LLC for Consent to
    Transfer of Control*, WT Docket No. 08-95, Memorandum Opinion and
    Order and Declaratory Ruling, FCC 08-258, ¶ 185 (rel. Nov. 10, 2008)
    (transaction-related harms alleged in transfer of control proceeding
    are more appropriately addressed in the rulemaking docket).

[^98]: *Liberty Media-DIRECTV Order,* 23 FCC Rcd at 3279, ¶ 26*; see
    also Applications of Nextel Communications, Inc. and Sprint
    Corporation,* 20 FCC Rcd 13967, 13978-79, ¶ 23 (2005); *Applications
    of AT&T Wireless Services, Inc. and Cingular Wireless Corp. for
    Consent to Transfer Control of Licenses and Authorizations*, 19 FCC
    Rcd 21522, 21545-46, ¶ 43 (2004); *News Corp.-Hughes Order,* 19 FCC
    Rcd at 534, ¶ 131; *Applications for Consent to the Transfer of
    Control of Licenses from Comcast Corporation and AT&T Corp.,
    Transferors, to AT&T Comcast Corporation, Transferee*, 17 FCC Rcd
    23246, 23302, ¶ 140 (2002); *Applications for Consent to the
    Transfer of Control of Licenses and Authorizations by Time Warner,
    Inc. and America Online, Inc. to AOL Time Warner Inc.*, 16 FCC Rcd
    6547, 6550, ¶¶ 5-6 (2001).

[^99]: *See* *Adelphia Order*, 21 FCC Rcd at 8288, ¶ 192. The
    Commission's decision in XM/Sirius to resolve pending enforcement
    issues concurrently with the transfer of control application was
    based on the systemic nature of the allegations, which raised
    potential licensee qualification issues of both Applicants.
    *XM/Sirius Order,* 23 FCC Rcd at 12423-12426, ¶¶ 164-173; *see* NAIN
    Reply at 7-8 *and* WealthTV Reply at 3. The commenters did not raise
    qualification issues, nor is there evidence that the pending
    carriage complaints rise to that level.

[^100]: *See* DISH Comments at 2-3.

[^101]: *Adelphia Order*, 21 FCC Rcd at 8336-39, App. B (Remedies and
    Conditions).

[^102]: DISH Comments at 3. DISH also argues that TWC should continue to
    be considered a vertically integrated media company subject to the
    *Adelphia* conditions post-separation. DISH Comments at 2.

[^103]: Applicants' Reply at 15.

[^104]: *Id*. As noted below, the Applicants concede that TWC will
    continue to be vertically integrated after the transaction and will
    therefore continue to be subject to the *Adelphia* conditions. *See*
    *infra* para. 26; Applicants' Reply at 17.

[^105]: Applicants' Reply at 15-16.

[^106]: *Adelphia Order,* 21 FCC Rcd at 8274, ¶ 156.

[^107]: *Id.* at 8227, ¶ 42 (*citing 2002 Program Access Order*, 17 FCC
    Rcd at 12156 ¶ 69; *see also 2007 Program Access Order and NPRM,* 22
    FCC Rcd at 17819-17820, ¶ 41. []{.mark}

[^108]: *Id.* at 8258-59, ¶ 124.

[^109]: *Id.* at 8259, ¶ 124.

[^110]: *Id.* at 8258, 8276, ¶¶ 123, 162.

[^111]: Terrestrially delivered programming would not otherwise have
    been subject to the program access rules. *See* *Adelphia Order*, 21
    FCC Rcd at 8276, ¶ 162; 47 C.F.R. § 76.1001.

[^112]: Applicants' Reply at 17. Although the *Adelphia* *Order* imposed
    additional conditions, the record in this proceeding addresses only
    the program access condition. *See* *Adelphia Order*, 21 FCC Rcd at
    8253-54, ¶¶ 108-110 (discussing leased access condition), *id*. at
    8287-88, ¶¶ 190-191 (discussing program carriage condition); *but
    see* *Comcast Corporation Petition for Declaratory Ruling That The
    America Channel is Not a Regional Sports Network*, 22 FCC Rcd 17938,
    17946-47, ¶ 24 (suspending the *Adelphia* program carriage
    condition).

[^113]: *Adelphia Order*, 21 FCC Rcd at 8336-39, App. B.

[^114]: *See* 47 U.S.C. § 309(d)(1); 47 C.F.R. §§ 1.45, 1.939.

[^115]: 18 U.S.C. § 1464; *see also* 47 U.S.C. § 559 ("\[w\]hoever
    transmits over any cable system any matter which is obscene or
    otherwise unprotected by the Constitution of the United States shall
    be fined under Title 18 or imprisoned not more than 2 years, or
    both").

[^116]: *See supra* para. 13.

[^117]: Concerns about sexually explicit adult programming on
    subscription video services are more appropriately resolved in a
    rulemaking proceeding.

[^118]: Letter from John R. Wilner, Bryan Cave, Counsel for Time Warner
    Cable Inc., to Marlene H. Dortch, Secretary, FCC (Jan. 28, 2009) at
    2 ("TWC Jan. 28, 2009 Ex Parte"). We note that TWC alleges that
    these license assignments do not result in a change in ultimate
    control of the licensee and therefore constitute pro forma
    assignments pursuant to the Commission's rules. *Id.* TWC states
    that the following licenses were involved in the Roll-Up Assignments
    (File No. / Licensee / Call Sign): *CARS* -- 20080701CY-08 /
    C-Native Exchange III, LLC / KA-80623; 20080701CZ-08 / C-Native
    Exchange III, LLC / WGV-990; 20080701DB-08 / C-Native Exchange III,
    LLC / WLY-812; 20080701DC-08 / C-Native Exchange III, LLC / WLY-815;
    20080701DD-08 / C-Native Exchange III, LLC / WLY-816; 20080701DE-08
    / C-Native Exchange III, LLC / WLY-817; 20080701DG-08 / KCCP Trust /
    KD-55034; 20080701DF-08 / Staten Island Cable, LLC / WHZ-455. *Earth
    Station* -- SES-ASG-20080616-00781 / KCCP Trust dba Time Warner
    Cable / E040257, E020130. *Land Mobile* -- 0003469667 / CAP Exchange
    I, LLC /KFM729, KNFB326, KNJH360, WNAU571, WNNQ605, WYQ717;
    0003469675 / CAT Holdings, LLC / KRU795; 0003469684 / C-Native
    Exchange III, L.P. / WNYE223; 0003469688 / Staten Island Cable, LLC
    / WPOB447. *See also* Letter from John R. Wilner, Bryan Cave,
    Counsel for Time Warner Cable Inc., to Marlene H. Dortch, Secretary,
    FCC (Feb. 4, 2009) at 2 (removing CARS license WHZ-677 from list of
    Roll-Up Assignments).

[^119]: *See id*.; *see also* 47 C.F.R. § 78.35(a); 47 C.F.R. § 1.948;
    47 C.F.R. § 25.119. We note that TWC argues that the assignment of
    certain private land mobile radio licenses in the Roll-Up
    Assignments was permissible under Section 90.159(c) of the
    Commission's Rules, 47 C.F.R. § 90.159(c). TWC Jan. 28, 2009 Ex
    Parte at 3, n.2.

[^120]: 47 U.S.C. § 310(d).

[^121]: We do not grant the Roll-Up Assignments *nunc pro tunc.* *See*
    TWC Jan. 28, 2009 Ex Parte at 3. *See* *also Applications of
    Satamatics, Inc., Satamatics Worldwide Limited, and Satamatics
    Global Limited for Consent to Transfer Control of Licenses and
    Authorizations and Petition for Declaratory Ruling on Foreign
    Ownership*, Public Notice, DA 07-3472 (IB rel. July 30, 2007) at 4;
    *BCE Inc. and Loral Skynet Corporation, Transferors/Assignors, and
    4363205 Canada Inc., 4363213 Canada Inc., and Skynet Satellite
    Corporation, Transferees/Assignees, For Consent to Transfer of
    Control or Assignment of Licenses and Authorizations held by Telesat
    Canada, Able Infosat Communications, Inc., Loral Skynet Corporation,
    and Loral Skynet Network Services, Inc., and Petitions for
    Declaratory Ruling that the Transaction Is Consistent with Section
    310(b)(4) of the Communications Act,* IB Docket No. 07-44,
    Memorandum Opinion and Order and Declaratory Ruling, 22 FCC Rcd
    18049, 18060, para. 33 (2007).