**STATEMENT OF**

**COMMISSIONER DEBORAH TAYLOR TATE**

Re: *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; Comcast
Corporation, Transferor, to Time Warner Inc., Transferee; Time Warner
Inc., Transferor to Comcast Corporation, Transferee*, Memorandum Opinion
and Order (MB Docket No. 05-192).

The Communications Act requires the parties in these applications to
demonstrate that allowing this transaction to go forward will serve the
public interest, convenience, and necessity. I have carefully reviewed
the thoughtful comments provided by numerous parties -- from the America
Channel to the Urban League of Greater Hartford and everyone in between.
Based on this review, I have concluded that the applicants have met the
standards dictated by the statute, and I therefore support this Order.

In proceedings such as this, the burden is on the Applicants to show by
a preponderance of the evidence that the proposed transactions would
benefit the public interest more than it would harm it. The Commission's
review is limited to the transaction presented, and it should not
attempt to use this Order to conduct an industry-wide rulemaking.
Accordingly, the conditions that we impose today are limited to
merger-specific issues that remedy identified harms that might otherwise
occur. That said, many of the concerns raised in the comments implicate
serious questions about the underlying cable ownership rules that I hope
we can address on an industry-wide basis in other proceedings pending at
the Commission in the near future.

With regard to this item, I have met with the Applicants and received
numerous assurances about how they will behave following the completion
of the proposed transaction. Let me respond to those assurances with one
of my own: I intend to see that promises made are promises kept.

The FCC -- following the lead of the President of the United States --
has made deployment of broadband to all Americans a top priority. This
deployment is critical to our nation's competitiveness in the global
economy and to our national security. It implicates every aspect of our
lives -- from health to education to public safety. All consumers should
expect to benefit from this technology. I have been repeatedly assured
that broadband and other services will be deployed on a fair, equitable,
and expedited basis to the areas served by these companies. Given the
importance of this deployment, let me make it absolutely clear that
so-called redlining -- the distribution of services based solely on the
ethnicity or income level of an area -- will not be tolerated. Period.

I am also troubled by the continued reports of the difficulty that
smaller, independent channels have in getting carriage on cable systems.
The names Comcast and Time Warner frequently are invoked by these
smaller programmers as -- and I'll put it diplomatically here -- being
difficult to work with on this issue. It is in the public interest to
have a diversity of voices on the air. When the America Channel is seen
by more people outside the United States than in it, when
Hispanic-focused channels have trouble getting carriage in Los Angeles
and other large Hispanic markets -- when I hear these and other similar
reports I am far from convinced that cable providers are doing an
adequate job in promoting a diversity of voices on television.

Nonetheless, I am not willing to combat allegations of unfairness with
an unfair act of our own. Addressing industry-wide problems on a
case-by-case basis only undermines the development of a truly
competitive marketplace, and such onerous conditions have no place in an
Order by a Commission committed to helping American businesses stay
ahead in an increasingly competitive world. The Commission once again
takes steps in line with my own philosophy of regulatory humility and
resists the temptation to burden the market with rules and regulations
that would stifle innovation and growth.

I do, however, think the time has come to reenergize the cable ownership
discussion at the FCC. The Act requires us to develop meaningful
protections through our rulemaking process to ensure that the incentives
created by vertical integration of cable systems with affiliated
programming do not unreasonably restrict the flow of independent
programming to consumers. The comments that have come to my attention --
comments including statements like "unlawful refusal," "intimidation,"
and "coercion" -- are serious allegations. I call on the parties that
have raised these allegations to refresh the record with updated filings
and to join us in a renewed dialog about how the FCC can promote the
public interest in a diversity of voices while still allowing cable
operators the freedom to make sound business decisions.

I know that there are many people from across this country who are
concerned about this transaction. Many have filed comments and been
extremely helpful in shaping the discussions related to these
transactions. I hope that they will continue to be helpful by assisting
the FCC in monitoring the implementation of this Order. The Order notes
many of the ways that parties can seek redress for the specific concerns
that have been raised in this process:

-   Victims of alleged anticompetitive pricing schemes can file
    complaints with the Commission or in court.

-   Disputes between Local Franchising Authorities and cable operators
    can be resolved in court or in other forums as designated by state
    and local law.

-   Sections 613 and 616 of the Telecommunications Act allow complaints
    to be raised in the event that cable operators attempt to use their
    market power to limit the amount of programming available to the
    public or to coerce networks into exclusive arrangements as a
    condition of carriage.

-   Parties can (and should) file comments in relevant open proceedings
    addressing industry-wide solutions to particular issues.

-   Parties and interested consumers should contact other officials to
    register concerns -- whether they be Members of Congress or other
    agencies such as the FTC and the Department of Justice.

I encourage consumers and programmers and anyone else to avail
themselves of those mechanisms if they feel they have been treated
unfairly by these or any other service providers out there.

I am pleased to note that this proceeding has also led to some
resolution of the issue concerning access to PBSKids Sprout. PBS creates
publicly-funded, noncommercial programming, which makes it unique among
programming providers in America. Its unique nature and inherent public
interest value should not and can not be allowed to be used by *any*
company as leverage in negotiations with another company that wants to
provide this programming to its subscribers. By making PBS Sprout
available to other Video-on-Demand platforms, Comcast has committed to
making this important children's programming as widely available as
possible. The FCC should not be in the business of writing contracts
between private companies, and the resolution of this issue through
private rather than regulatory means recognizes the unique nature of PBS
programming, but does not impose onerous burdens on Comcast's ability to
make business decisions.

Finally, I want to take a moment to recognize that while there are
concerns and criticisms of the cable industry that have taken a center
stage in this proceeding, the parties to this proceeding -- and many
others in the industry -- have been good corporate citizens. These
companies dedicate considerable amounts of time, money, and energy to
the communities they serve. Their charitable endeavors have made a
difference to thousands of lives. Moreover, they have, in some cases,
worked to use the power of the media to make a positive difference in
people's lives. From educating the public on how to control the content
that enters their homes to the enormously successful Cable in the
Classroom program to support for public affairs programming like C-SPAN,
these companies have worked to inform, educate, and inspire the American
people through the power of media. Yes, I would like to see them do
more, and I have and will continue to say so. But by expressing that
desire, I do not in any way mean to suggest that they do not deserve
credit for all that they have already accomplished.

I thank the Chairman, my fellow Commissioners, and the dedicated FCC
staff for their hard work on this item. I particularly want to thank all
those who filed thoughtful comments and excellent legal analysis which
contributed to this important debate. I look forward to a continuing
dialog with all parties in the coming months.