********************************************************
 NOTICE
********************************************************

This document was converted from
WordPerfect or Word to ASCII Text format.

Content from the original version of the document such as
headers, footers, footnotes, endnotes, graphics, and page numbers
will not show up in this text version.

All text attributes such as bold, italic, underlining, etc. from the
original document will not show up in this text version.

Features of the original document layout such as
columns, tables, line and letter spacing, pagination, and margins
will not be preserved in the text version.

If you need the complete document, download the
WordPerfect version or Adobe Acrobat version, if available.

*****************************************************************

 Before the
 Federal Communications Commission
 Washington, D.C. 20554

In the Matter of

Annual Assessment of the Status of
Competition in the Market for the Delivery
of Video Programming
)
)
)
)
)

CS Docket No. 00-132

 SEVENTH ANNUAL REPORT

 Adopted: January 2, 2001 Released: January 8, 2001

By the Commission: Commissioner Furchtgott-Roth dissenting and issuing a statement.

 Table of Contents

 Paragraph

I. Introduction . . . . . . . . . . . . . . . . . . . .. . 1

 A. Scope of this Report . . . . . . . . . . . . . . . 2
 B. Summary of Findings. . . . . . . . . . . . . . . . 5

II. Competitors in the Market for the Delivery of Video Programming . 16

 A. Cable Industry . . . . . . . . . . . . . . . . . .. 16
 B. Direct Broadcast Satellite Services . . . . . . . 60
C. Home Satellite Dishes . . . . . . . . . . . . . . . . . 83
D. Multichannel Multipoint Distribution Service. . . . . . 86
E. Satellite Master Antenna Television Systems . . . . . . 91
F. Broadcast Television Service. . . . . . . . . . . . . . 98
G. Other Entrants . . . . . . . . . . . . . . . . . . . . 107

 1. Internet Video . . . . . . . . . . . . . . . . . . 107
 2. Home Video Sales and Rentals . . . . . . . . . . . 114

H. Local Exchange Carriers . . . . . . . . . . . . . . . . 119
I. Electric and Gas Utilities. . . . . . . . . . . . . . . 132

III. Market Structure and Conditions Affecting Competition. 135

 A. Horizontal Issues in the Market for the Delivery of Video Programming 135

 1. Competitive Issues in the Market for the Delivery of Video Programming . . 137
 2. Competitive Issues in the Market for the Purchase of Video Programming . . 151

B. Vertical Integration and Other Programming Issues . . . 172

 1. Status of Vertical Integration . . . . . . . . . . 172
 2. Other Programming Issues . . . . . . . . . . . . . 177

C. Technical Advances. . . . . . . . . . . . . . . . . . . 205

 1. Interactive Television . . . . . . . . . . . . . . 206

 2. Navigation Devices . . . . . . . . . . . . . . . . 208
 3. Cable Modems . . . . . . . . . . . . . . . . . . . 211

IV. Competitive Responses . . . . . . . . . . . . . . . . .. 213

 A. New Case Studies . . . . . . . . . . . . . . . . .. 215

 1. Atlanta, Georgia, and Nearby Communities. . . 215
 2. Lexington and Davidson County, North Carolina. 219
 3. Wapakoneta, Ohio. . . . . . . . . . . . . . . 223
 4. Various Communities in Orange County, Florida. 228
 5. Laurens, Iowa . . . . . . . . . . . . . . . . 232

 B. Preliminary Findings . . . . . . . . . . . . . . . 235

V. Administrative Matters. . . . . . . . . . . . . . . . .. 239

Appendices

 A. List of Commenters
 B Cable Industry Tables
 C. Horizontal Issues
 D. Vertical Integration Tables

 I. introduction
1. This is the Commission's seventh annual report ("2000 Report") to Congress on the status of
competition in the market for the delivery of video programming. Section 628(g) of the Communications Act
of 1934, as amended ("Communications Act"), requires the Commission to report annually to Congress on the
status of competition in the market for the delivery of video programming. Congress imposed this annual
reporting requirement in the Cable Television Consumer Protection and Competition Act of 1992 ("1992
Cable Act") as a means of obtaining information on the competitive status of markets for the delivery of
video programming.
 A. Scope of this Report
2. The 2000 Report updates the information in our previous reports and provides data and
information that summarize the status of competition in markets for the delivery of video programming. The
information and analysis provided in this report are based on publicly available data, filings in various
Commission proceedings, and information submitted by commenters in response to a Notice of Inquiry
("Notice") in this docket. To the extent that information provided in previous annual reports is still relevant,
we do not repeat that information in this report other than in an abbreviated fashion, and provide references
to the discussions in prior reports.
3. In Section II, we examine the cable television industry, existing multichannel video programming
distributors ("MVPDs") and other program distribution technologies and potential competitors to cable
television. Among the MVPD systems or techniques discussed are direct broadcast satellite ("DBS") services
and home satellite dishes ("HSDs"), wireless cable systems using frequencies in the multichannel multipoint
distribution service ("MMDS"), private cable or satellite master antenna television ("SMATV") systems as
well as broadcast television service. We also consider other existing and potential distribution technologies
for video programming, including the Internet, home video sales and rentals, local exchange telephone carriers
("LECs"), and electric and gas utilities.
4. In Section III of this report, we examine market structure and competition. We evaluate
horizontal concentration in the multichannel video marketplace and vertical integration between cable
television systems and programming services. We also discuss competitors serving multiple dwelling unit
("MDU") buildings. We further address programming issues and technical advances. In Section IV, we
examine a limited number of cases where consumers have a choice between an incumbent cable operator and
another MVPD in a specific market and report on the effects of this entry.
 A. Summary of Findings
5. In the 2000 Report, we examine the status of competition in the market for the delivery of video
programming, discuss changes that have occurred in the competitive environment over the last year, and
describe barriers to competition that continue to exist. Overall, the Commission finds that competitive
alternatives and consumer choices continue to develop. Cable television still is the dominant technology for
the delivery of video programming to consumers in the MVPD marketplace, although its market share
continues to decline. As of June 2000, 80 percent all MVPD subscribers received their video programming
from a franchised cable operator, compared to 82 percent a year earlier.
6. The total number of subscribers to both cable and non-cable MVPDs continues to increase. A
total of 84.4 million households subscribe to multichannel video programming services as of June 2000, up
4.4 percent over the 80.9 million households subscribing to MVPDs in June 1999. This subscriber growth
accompanied a 2.4 percentage point increase in MVPDs' penetration of television households to 83.8 percent
as of June 2000.
7. Since the 1999 Report, the number of cable subscribers continued to grow, reaching 67.7 million
as of June 2000, up about 1.5 percent from the 66.7 million cable subscribers in June 1999. The total number
of non-cable MVPD subscribers grew from 14.2 million as of June 1999 to 16.7 million as of June 2000, an
increase of almost 18 percent.
8. The growth of non-cable MVPD subscribers continues to be primarily attributable to the growth
of DBS. DBS appears to attract former cable subscribers and consumers not previously subscribing to an
MVPD. Between June 1999 and June 2000, the number of DBS subscribers grew from 10.1 million
households to almost 13 million households, which is nearly three times the cable subscriber growth rate.
DBS subscribers now represent 15.4 percent of all MVPD subscribers. There also have been a number of
additional cable overbuilds in the last year. While the Commission has certified new open video systems,
some OVS operators have converted portions of their systems to franchised cable operations. Over the last
year, the number of subscribers to and market shares of HSD and MMDS subscribers continued to decline.
However, the number of SMATV subscribers has increased slightly this year.
9. During the period under review, cable rates rose faster than inflation. According to the Bureau of
Labor Statistics, between June 1999 and June 2000, cable prices rose 4.8 percent compared to a 3.2 percent
increase in the Consumer Price Index ("CPI"), which measures general price changes. Concurrently with
these rate increases, capital expenditures for the upgrading of cable facilities increased (up 89.3 percent over
1998), the number of video and non-video services offered increased, and programming costs increased
(license fees increased by 12.2 percent and programming expenses increased by 16.2 percent). We also note
that cable operators' pricing decisions may be affected where direct competition exists. Available evidence
indicates that when an incumbent cable operator faces "effective competition," as defined by the
Communications Act, it responds to such head-to-head competition in a variety of ways, including lowering
prices or adding channels without changing the monthly rate, as well as improving customer service and
adding new services such as interactive programming.
10. The Telecommunications Act of 1996 ("1996 Act") removed barriers to LEC entry into the video
marketplace in order to facilitate competition between incumbent cable operators and telephone companies.
At the time of the 1996 Act, it was expected that LECs would compete in the video delivery market and that
cable operators would provide local telephone exchange service. We previously reported that there had been
an increase in the amount of video programming provided to consumers by telephone companies, although the
expected technological convergence that would permit use of telephone facilities for video service had not yet
occurred. This year, we find that the rate of entry by LECs appears to be slowing even by the most aggressive
telephone companies, and several LECs have reduced or eliminated their MVPD efforts. Most incumbent
local telephone exchange carriers are seeking to sell their MVPD facilities (e.g., Ameritech and SNET's cable
assets now owned by SBC, GTE's assets now owned by Verizon), preferring to market DBS service to their
customers. BellSouth appeared to be the exception to this trend, offering MMDS service in an area covering
3.5 million homes and acquiring cable franchises in 21 areas with the potential to pass 1.4 million homes. In
December 2000, however, BellSouth announced that it will phase out its wireless cable service and transition
existing subscribers to EchoStar's DBS service, although it will continue to operate wireline cable systems.
While the 1996 Act created the OVS framework as a means of entry into the video marketplace by LECs, few
telephone companies have sought certification. Alternatively, only a limited number of cable operators have
begun to offer telephone service and their strategies for deployment remain varied. MSOs, such as Cox and
AT&T, continue to deploy traditional circuit-switched telephone service. Others, like Cablevision and
Comcast, are offering cable delivered telephony on a limited basis, waiting until Internet Protocol ("IP")
technology becomes available before accelerating their rollout of telephone service, or continuing to test such
service.
11. The most significant convergence of service offerings continues to be the pairing of Internet
service with other service offerings. There is evidence that a wide variety of companies throughout the
communications industries are attempting to become providers of multiple services, including data access.
Cable operators continue to expand the broadband infrastructure that permits them to offer high-speed Internet
access. Currently, the most popular way to access the Internet over cable is through the use of a cable modem
and personal computer. Virtually all the major MSOs offer Internet access via cable modems in portions of
their nationwide service areas. A small portion of cable Internet access is delivered through a television
receiver rather than a personal computer. Many cable operators also are planning to integrate telephony and
high-speed data access. Like cable, the DBS industry is developing ways to bring advanced services to their
customers. For example, DirecTV currently offers a satellite-delivered high-speed Internet access service with
a telephone return path called DirecPC. EchoStar now offers its subscribers an interactive program guide and
weather service from OpenTV, a company that produces interactive television technology, and will soon
launch Wink-enhanced TV, which allows viewers to use their remote controls to access program-related
information, request product samples or free coupons, or purchase merchandise directly from television.
Many SMATV operators offer local and long distance telephone service and Internet access along with video
service. In addition, digital technology makes it possible for MMDS operators, who provide video service in
only limited areas, to offer two-way services, such as high-speed Internet service and telephony. Sprint and
MCI WorldCom have acquired most of the larger MMDS operators with the intent to use the acquired
frequencies to provide two-way, non-video communications services.
12. Non-cable MVPDs continue to report that regulatory and other barriers to entry limit their ability
to compete with incumbent cable operators and to thereby provide consumers with additional choices. Non-
cable MVPDs also continue to experience some difficulties in obtaining programming from both vertically
integrated cable programmers and unaffiliated programmers who continue to make exclusive agreements with
cable operators. In multiple dwelling units ("MDUs"), potential entry may be discouraged or limited because
an incumbent video programming distributor has a long-term and/or exclusive contract. Other issues also
remain with respect to how, and under what circumstances, existing inside wiring in MDUs may be made
available to alternative video service providers.
13. Consumers historically reported that their inability to receive local signals from DBS operators
negatively affected their decision as to whether to subscribe to DBS. This year's significant increase in DBS
subscribership has been attributed, at least in part, to the authority granted to DBS providers to distribute
local broadcast television stations in their local markets by the Satellite Home Viewer Improvement Act of
1999 ("SHVIA") enacted on November 29, 1999. Under SHVIA, DBS operators can offer a programming
package more comparable to and competitive with the services offered by cable operators. DirecTV now
offers a package of local ABC, CBS, NBC, and Fox affiliates along with a national PBS feed in 38 markets
for $5.99 a month. EchoStar offers similar service in 34 markets. Moreover, in the last year, as required by
SHVIA, the Commission has adopted rules for satellite companies with regard to mandatory carriage of
broadcast signals, retransmission consent, and program exclusivity that closely parallel the requirements for
cable service.
14. Our findings as to particular distribution mechanisms operating in markets for the delivery of
video programming including the following:
  Cable Systems: Since the 1999 Report, the cable television industry has continued to grow in terms of
 subscribership (up to 67.7 million subscribers as of June 2000, a 1.5 percent increase from June 1999),
 revenues (an approximate 13 percent increase between year end 1998 and year end 1999), audience
 ratings (non-premium cable viewership rose from a 42 share at the end of June 1999 to almost a 46 share
 at the end of June 2000), and expenditures on programming (an approximate 12 percent increase in
 program license fees paid by cable system operators). However, the number of national satellite-delivered
 video programming services, which had been increasing steadily in recent years, decreased by two
 networks, from 283 to 281, between June 1999 and June 2000.
  The cable industry remains healthy financially, which has enabled it to invest in improved facilities, either
 through upgrades or rebuilding. As a result, there have been increases in channel capacity, the
 deployment of digital transmissions that provide better picture quality than can be offered through analog
 service, and non-video services, such as Internet access. Cable operators also offer telephony, although
 the use of integrated facilities remains primarily experimental with limited exceptions.
  Direct-to-Home ("DTH") Satellite Service (DBS and HSD): Video service is available from high power
 DBS satellites that transmit signals to small DBS dish antennas installed at subscribers' premises, and
 from low power satellites requiring larger satellite dish antennas. As reported last year, DirecTV acquired
 medium power satellite provider PrimeStar. Following a transition period for PrimeStar's subscribers to
 convert to DirecTV's service, PrimeStar ceased to exist on September 30, 1999. DBS has over ten
 million subscribers, an increase of approximately 29 percent since the 1999 Report. Between June 1999
 and June 2000, the number of HSD subscribers, measured as the number of HSD users that actually
 purchase programming packages, declined from 1.8 million to 1.5 million, a decrease of 17 percent, that
 is likely due to subscribers switching to DBS. DirecTV and EchoStar are among the ten largest providers
 of multichannel video programming service. In June 2000, DBS represented a 15.4 percent share of the
 national MVPD market and HSD represented another 1.8 percent of that market.
  Wireless Cable Systems: Currently, the wireless cable industry ("MMDS") provides competition to the
 cable industry in only limited areas. MMDS subscribership fell from 821,000 subscribers to 700,000
 subscribers between June 1999 and June 2000, a decrease of 14.7 percent. With the advent of digital
 MMDS and the Commission's authorization of two-way MMDS service, it appears that MMDS
 spectrum will be used to provide video services in limited areas, and that most MMDS spectrum will
 eventually be used to provide high-speed data services. Wireless cable represented a 0.8 percent share of
 the national MVPD market in June 2000.
  SMATV Systems: SMATV systems use some of the same technology as cable systems, but do not use
 public rights-of-way, and focus principally on serving subscribers living in multiple dwelling units
 ("MDUs"). SMATV subscribership has increased approximately 3.5 percent since the last report, with
 the industry representing approximately a 1.8 percent share of the national MVPD subscribership as of
 June 2000.
  Broadcast Television: Broadcast networks and stations are competitors to MVPDs in the advertising and
 program acquisition markets. They supply video programming directly to the approximately 20 percent
 of television households that are not MVPD subscribers. Additionally, broadcast networks and stations
 are suppliers of content for distribution by MVPDs. Since the 1999 Report, the broadcast industry has
 continued to grow in the number of operating stations (from 1599 in 1999 to 1663 in 2000) and in
 advertising revenues ($36.6 billion in 1999, a 5.7 percent increase over 1998). While audience levels
 continue to decline, the four major television networks still account for a 50 percent share of prime time
 viewing for all television households. Broadcast television stations continue to deploy digital television
 ("DTV") service. There are 173 television stations on the air broadcasting DTV signals, and digital
 simulcast of analog programming continues to increase.
  LEC Entry: The 1996 Act expanded opportunities for LECs to enter the market for the delivery of video
 programming. In the 1999 Report, we noted that it appeared that the rate of entry into the video
 marketplace by LECs might be slowing, even by the most aggressive LECs, and that several LECs had
 reduced or eliminated their MVPD efforts. This trend continued or accelerated this year. Most incumbent
 local exchange carriers are seeking to sell their MVPD facilities, preferring instead to market DBS service
 to their customers. One notable exception is BellSouth, which continues to pursue a number of methods
 for providing MVPD service. BellSouth has been the largest LEC investor in MMDS licenses, with its
 service area covering approximately 3.5 million homes. However, in December 2000, BellSouth
 announced that it was phasing out this service and transitioning existing subscribers to EchoStar's DBS
 service. It has acquired 21 cable franchises in its telephone service area with the potential to pass 1.4
 millions, provides service in 12 franchise areas, and is negotiating for additional franchises. Previously,
 Ameritech was the most significant LEC provider of in-region cable service, but recent reports indicate
 that SBC, its current owner, seeks to sell these cable assets. Verizon, which acquired GTE's 10
 competitive and one non-competitive cable franchises, is seeking to sell those cable assets. SNET, now
 also owned by SBC, currently offers service to 30,000 homes in 29 Connecticut localities, but is seeking
 permission from the state to discontinue this service. U S West continues to offer video, high-speed
 Internet access, and telephone service over existing copper lines using very high speed digital subscriber
 line ("VSDL") in Omaha and Phoenix.
  Open Video Systems: In the 1996 Act, Congress established a new framework for the delivery of video
 programming -- the open video system ("OVS"). Under these rules, a LEC or other entrant may provide
 video programming to subscribers, although the OVS operator must provide non-discriminatory access to
 unaffiliated programmers on a portion of its channel capacity. The Commission has certified 25 OVS
 operators to serve 50 areas. RCN owns the only operating open video systems and currently serves areas
 surrounding Boston, New York City, Washington, D.C, and San Francisco. In several areas for which it
 holds OVS certifications, or portions of these areas, RCN has converted its systems to franchised cable
 systems. The number of OVS subscribers has remained constant over the last year at approximately
 60,000 subscribers. OVS subscribers now represent slightly less than 0.1 percent of all MVPD
 subscribers.
  Internet Video: Currently, 56 percent of the U.S. population has Internet access. Real-time and
 downloadable video accessible over the Internet continues to become more widely available and the
 amount of content also is increasing. Despite the evidence of increased interest in Internet video
 deployment and use, the medium is still not seen as a direct competitor to traditional video services.
 Television quality Internet video requires a high-speed broadband connection, which most current
 broadband providers cannot guarantee. Also, deployment of broadband is far from ubiquitous. However,
 Internet users continue to download and use software for accessing Internet video and Web sites dedicated
 to streaming video continue to proliferate.
  Home Video Sales and Rentals: The home video marketplace includes the sale and rental of video
 cassettes, DVDs, and laser discs. As in past reports, we consider home video sales and rentals part of the
 video marketplace because they provide services similar to the premium and pay-per-view offerings of
 MVPDs. Almost 86 percent of all U.S. households have at least one VCR. The number of homes with
 DVD players has grown rapidly since their introduction into the market, with the number of homes with
 DVD players expected to reach between 10 and 12 million by the end of 2000. The newest home video
 technology, the personal video recorder ("PVR"), was introduced in 1999. A PVR is a device connected
 to a television set that uses a hard disk drive, software, and other technology to digitally record and access
 programming. In the last year, TiVo and ReplayTV, the two PVR companies, have joined with MVPDs,
 equipment manufacturers, advertisers, and programmers to incorporate PVR technology into set-top
 boxes and develop content specifically for PVRs.
  Electric Utilities: Since the 1999 Report, several electric and gas utilities have announced, commenced,
 or moved forward with ventures involving multichannel video programming distribution. Utilities are not
 yet major competitors in the telecommunications or cable markets, but they generally possess
 characteristics, such as ownership of fiber optic networks and access to public rights-of-way, that could
 potentially help them become competitively significant. Moreover, deregulation of utilities, accompanied
 by the advent of competition, is prompting more utilities to diversify and find new revenue streams.
 Starpower, a joint venture between RCN and PEPCO, continues to expand the area where it offers voice,
 video, and high-speed Internet access in the Washington, D.C., area. Last year, we reported that Seren,
 a wholly-owned subsidiary of Minneapolis-based Northern States Power, offered cable and high-speed
 data access as an overbuilder in several Minnesota communities. It also offers service in the San
 Francisco Bay area and plans to expand its service area. Siegecom, funded by Blackstone Capital and a
 joint venture of Southern Indiana Gas and Electric and Utilicom, is offering bundled voice, video and data
 access services in Evansville and Newburg, Indiana, and has approached other communities about
 obtaining franchises. Digital Union, a subsidiary of the local utility in Austin, Texas, plans to overbuild
 the incumbent cable operator. Braintree, Massachusetts, granted a franchise to the municipal utility and
 plans to begin cable service by the end of 2000.
12. We also find that:
  Consolidations within the cable industry continue as cable operators acquire and trade systems. The ten
 largest operators now serve close to 90 percent of all U.S. cable subscribers. However, in terms of one
 traditional economic measure, national concentration among the top MVPDs has increased since last year,
 although it remains below the levels reported in earlier years. DBS operators DirecTV and EchoStar
 rank among the ten largest MVPDs in terms of nationwide subscribership along with eight cable multiple
 system operators ("MSOs"). As a result of acquisitions and trades, cable MSOs have continued to
 increase the extent to which their systems form regional clusters. Currently, 44 million of the nation's
 cable subscribers are served by systems that are included in regional clusters. By clustering their systems,
 cable operators may be able to achieve efficiencies that facilitate the provision of cable and other services,
 such as telephony.
  The number of satellite-delivered programming networks has decreased by two from 283 in 1999 to 281
 in 2000. Vertical integration of national programming services between cable operators and
 programmers, measured in terms of the total number of services in operation, declined from last year's
 total of 37 percent to 35 percent this year, continuing a five year trend. In 2000, one or more of the top
 five cable MSOs held an ownership interest in each of 99 vertically integrated national programming
 services. Sports programming warrants special attention because of its widespread appeal and strategic
 significance for MVPDs. The 2000 Report identifies 75 regional networks, 27 of which are sports
 channels, many owned at least in part by MSOs. There are also 30 regional and local news networks that
 compete with local broadcast stations and national cable networks (e.g., CNN).
  The program access rules adopted pursuant to the 1992 Cable Act were designed to ensure that other
 MVPDs can have access to vertically-integrated satellite delivered programming on non-discriminatory
 terms. We recognize that the terrestrial distribution of programming, including in particular regional
 sports programming, could eventually have a substantial impact on the ability of alternative MVPDs to
 compete in the video marketplace. We will continue to monitor this issue and its impact on the
 competitive marketplace.
  Cable operators and other MVPDs continue to develop and deploy advanced technologies, especially
 digital compression techniques, to increase the capacities and to enhance the capabilities of their
 transmission platforms. These technologies allow MVPDs to deliver additional video options and other
 services (e.g., data access, telephony, and interactive services) to their subscribers. To access these wide
 ranging services, consumers use "navigation devices." Pursuant to section 629 of the Communications
 Act, which is intended to ensure commercial availability of these navigation devices, the Commission
 adopted rules that required MVPDs to unbundle security from other functions of digital set-top boxes by
 July 1, 2000. The cable industry reports that cable operators have met this deadline to have digital
 separate security modules available for consumers. Interface requirements and a certification process for
 the high-speed cable modems needed to access data services have also been developed. Cable modems are
 now for sale in selected markets. We expect these developments to increase competition in the market for
 equipment used by subscribers. In addition, in the last year, interactive television ("ITV") services are
 beginning to be offered through cable, satellite, and terrestrial technologies. ITV provides or has the
 potential to provide a wide range of services, including video on demand ("VOD"), e-mail, TV-based
 commerce, Internet access, and program-related content, using digital set-top boxes and other devices that
 interface with television receivers (e.g., WebTV).
 XVII. COMPETITORS IN THE MARKET FOR THE DELIVERY OF VIDEO PROGRAMMING
 A. Cable Industry
18. This section addresses the performance of franchised cable system operators during the past
year. We address five different areas of performance. First, we report on general performance in terms of
available basic services, subscriber levels, and viewership. Second, we discuss the cable industry's financial
performance, including its revenue, cash flow status, and stock valuations. Third, in the area of capital
acquisition and disposition, we examine the amount of funds raised and describe how these funds are being
used to upgrade physical plant and to acquire new systems. Fourth, we consider other performance indicators
such as system transactions, cable overbuilds, and rates charged by cable operators. Lastly, we address
advanced broadband services, including the growth of cable data access, digital broadband services, and
broadband telephony.
 1. General Performance
19. Since our last report, the cable industry has continued to grow in homes passed, basic cable
subscribership, premium service subscriptions, basic cable viewership, basic cable penetration, and
channel capacity. Deployment of broadband service offerings also grew during 1999 and the first half of
2000, including increased offerings of digital video, Internet access through cable, interactive cable, and
facilities-based broadband telephony.
20. Cable's Capacity to Serve Television Households. The number of U.S. homes with at least one
television ("TV households") was reported during the 1998-1999 television season as 99.4 million. During
the 1999-2000 television season the number of U.S. TV Households was reported as 100.8 million, and
increase of 1.4 percent over the prior year. The number of homes passed by cable was approximately 95.6
million at the end of 1998 and 96.6 million at the end of 1999, and by the end of June 2000 was estimated to
be 97.1 million, according to one source. The most widely used industry measurement of cable availability
is the number of homes passed expressed as a percentage of TV households. In June 2000, this statistic,
homes passed as a percentage of TV households, was 96.6 percent, unchanged from the previous year.
Some parties have proposed to use different measures of cable availability. The resulting statistic varies
depending on the estimate of homes passed and whether the comparison is based on TV households, all
households, all occupied housing units, or all housing units in the United States, as some have suggested.
For example, one source estimates the number of homes passed as 91 million homes, an estimate that is lower
than the one provided by the source the Commission has used in recent Reports. If this estimate for the
number of homes passed is compared to the number of all housing units, the largest number suggested for this
comparison, the estimate of cable availability could be as low as 81 percent.
21. Subscribership. Basic cable television subscribership grew from 66.1 million subscribers at the
end of 1998 to 67.3 million subscribers at the end of 1999, an increase of 1.8 percent. It continued to grow
to an estimated 67.7 million subscribers by June 30, 2000, a six month increase of approximately 0.6
percent. Basic cable penetration grew between 1998 and 1999, increasing from 69.1 percent at the end of
1998 to 69.7 percent at the end of 1999. Basic cable penetration remained unchanged at 69.7 percent at the
end of the first half of 2000. The percentage of TV households subscribing to cable continued to increase,
rising to 67.3 percent of all TV households by the end of 1999, and to 67.4 percent by the end of June 2000.
The number of homes subscribing to one or more premium cable services increased from 35.3 million homes
at the end of 1998 to 35.5 million homes at the end of 1999, an increase of 0.6 percent. For the first half of
2000, premium cable subscribers increased again, reaching 35.8 estimated subscribers, a six month increase
of about 0.8 percent. The number of premium services to which homes are subscribing (known as "premium
units") has decreased since the end of 1998, declining 8.5 percent by the end of 1999 to 53 units and by June
2000, decreasing to 52.7 units.
22. Channel Capacity. As we have reported in the past, channel capacity has become more difficult
to measure since the increased use of digital signal transmission. In October 1999, cable systems with a
capacity of 30 or more channels accounted for 85.4 percent of cable systems, or 8,236 systems. Cable
systems with channel capacities of 54 channels or more accounted for 22.4 percent of cable systems in
October 1999, or 2,164 systems. In addition, as of October 1999, 79 cable systems had a capacity of 91 or
more channels. In October 2000, it was reported that cable systems with a capacity of 30 or more channels
accounted for 86.6 percent of cable systems. This represents 8,032 systems nationwide. Systems with
channel capacities of 54 channels or more accounted for 24.2 percent of cable systems in October 2000, or
2,247 systems. And as of October 2000, over 100 cable systems had a capacity of 91 or more channels.
23. In October 1999, 98.6% percent of all cable customers subscribed to systems with capacities of
30 channels or more. Moreover, 64.2 percent of all subscribers were served by systems with capacities of
54 or more channels in October 1999. More than 4.7% of all cable subscribers subscribed to systems with
channel capacity of 91 channels or more. In October 2000, 99 percent of all cable customers subscribed to
systems with capacities of 30 channels or more, and 68.5 percent of all subscribers were served by systems
with capacities of 54 or more channels in October 2000. In addition, more than 6.5 percent of all
subscribers are served by systems with capacities of 91 or more channels.
24. Viewership. As reported last year, viewership shares of non-premium cable networks have
continued to grow over the past decade, while viewership shares of broadcast television stations have steadily
declined. This trend has continued over the past year. Audience share statistics for Monday through Sunday,
24 hours a day, show that non-premium cable audience shares rose 7.8 percent from an average 42.2 share
from July 1998 through June 1999, to an average 45.5 share between July 1999 and June 2000. Monday
through Sunday, 24 hours a day, broadcast television audience shares decreased 2.1 percent from an average
60.9 share from July 1998 through June 1999, to an average 59.6 share between July 1999 and June 2000.
25. Cable Networks. In 1999, the number of basic cable networks increased from 139 to 147, a 5.8
percent increase. The number of premium networks increased 139 percent in 1999 from 18 at the end of
1998 to 43 at the end of 1999. The number of pay-per-view ("PPV") networks decreased 11 percent in 1999
from ten to nine networks. Half-year figures for 2000 are not available.
26. Programming Costs. Programming networks incurred expenses of approximately $5.8 billion
for producing and acquiring programming in 1999, up 16.2 percent from 1998 expenses of $4.9 billion.
Reported estimates indicate that these programming network expenses will total $6.4 billion by year-end 2000,
a 10.3 percent increase over 1999. License fees paid by cable system operators to basic cable network
programmers increased 12.2 percent, from approximately $4.9 billion in 1998 to $5.5 billion in 1999.
Analysts estimate that in 2000 fees will increase by an additional 10.9 percent to reach $6.1 billion.
27. Other programming expenses incurred by cable operators include copyright fees for broadcast
signal carriage pursuant to Section 111 of the Copyright Act. As of December 12, 2000, copyright fees
paid by cable system operators for broadcast signal carriage for the period January 1, 1999, to June 30, 1999,
were $55.6 million. For the period July 1, 1999, through December 31, 1999, fees collected were $51.6
million, and for the period January 1, 2000, to June 30, 2000, fees collected were $53.1 million.
 1. Financial Performance
28. Data concerning cable industry revenue, cash flow, and stock prices indicate that the cable
industry remained strong in 1999 and in the first half of 2000.
29. Cable Industry Revenue. Annual cable industry revenue grew 12.5 percent in 1999 over 1998,
reaching $36.7 billion. By the end of 1999, revenue per subscriber grew 10.3 percent to $550.97 per
subscriber per year, or $45.91 per subscriber per month. Analysts estimate that 2000 year-end total revenue
will reach $41.7 billion, an estimated 13.6 percent increase over 1999, and that revenue per subscriber per
year will reach approximately $616.56, or $51.38 per subscriber per month.
30. When cable system revenue is classified by source, advanced video service revenue (analog and
digital) show the greatest amount of growth in 2000, as was also the case in 1999. Revenue from advanced
video services increased 337.6 percent in 1999, reaching almost $2 billion, as operators continued to roll out
new services. Analysts estimate that revenue from advanced services will more than double between year-
end 1999 and year-end 2000, reaching an estimated $4.2 billion by the end of 2000. In the more traditional
revenue-generating sectors of cable, the pay-per-view sector showed the greatest increase, generating almost
$1 billion in annual revenue in 1999, a 52 percent increase over the previous year. Industry analysts predict
that pay-per-view will generate an estimated $1.5 billion in revenue in 2000, an increase of almost 60
percent. Equipment and installation revenue increased 7.3 percent in 1999, from $2.6 billion in annual
revenue in 1998 to a little more than $2.8 billion in 1999. Industry analysts predict this revenue sector will
increase to an estimated $3 billion by year-end 2000. In 1999, home shopping revenue declined by 1.1
percent and revenue from premium channels decreased by 1.9 percent. Annual revenue from local
advertising increased from $1.8 billion in 1998 to $2.7 billion in 1999, a 45.1 percent increase, and is
expected to increase 16.5 percent to $3.1 billion by year-end 2000. Revenue from the basic service tier
("BST") and from the cable programming service tier ("CPST") combined grew from $21.8 billion in 1998
to $23.1 billion in 1999, a 6 percent increase, and is expected to increase to $24 billion by year-end 2000.
31. Cable Industry Cash Flow. Cash flow is used to assess the financial position of cable firms.
Cash flow is generally expressed as "EBITDA" (earnings before interest, taxes, depreciation, and
amortization). Financial analysts reported that industry-wide cash flow increased 6.8 percent between the end
of 1998 and the end of 1999, from $14.6 billion to $15.6 billion. Cash flow will increase an estimated 10
percent, reaching $17.2 billion by year-end 2000. In 1999, the cable industry generated $233.88 in annual
cash flow per subscriber, $8.01 higher than the $225.87 per subscriber generated in 1998. Analysts estimate
that in 2000, cash flow per subscriber per year will increase by $19.59, reaching $253.47. The ratio of cash
flow to revenue ("cash flow margin") decreased from 45.2 percent in 1998 to 42.4 percent in 1999, and is
expected to decrease again to 41.1 percent by year-end 2000.
32. Stock Prices. Cable stock values grew more modestly in 1999 and 2000 than in prior years.
This is due in part to investors' eagerness for a return on investments made over the past several years, and
increasing evidence of competition. For example, between February and May 2000, cable stocks stagnated
amid increasing visibility of video competition from DBS, head-to-head overbuilders, and LECs providing a
competitive data service product. Other factors contributing to the slow growth of cable stock values in
1999 and 2000 include psychological factors relating to rising interest rates and overall negative market
conditions.
 1. Capital Acquisition and Disposition
33. Industry Financing. The cable industry has typically relied on combinations of private and
public financing, with the exact distribution of these combinations varying greatly from year to year. These
year-to-year fluctuations in financing sources appear to be based on the availability of acceptable financing
rates through private investors or capital lending institutions.
34. Between January and June 1999, the cable industry acquired approximately $2.2 billion in public
equity offerings (i.e., sale of stock), $27 in private equity (i.e., financing from individuals, private
corporations, venture capital firms and investment banks), $13.6 billion in private debt (i.e., banks and other
borrowings), and $8.8 billion in public debt (i.e., sale of public bonds). By year-end, the cable industry had
obtained approximately $7.6 billion in public equity offerings, $5.4 billion in private equity financing, and the
remaining $16 billion in public debt markets. Between January 2000 and June 2000, the industry acquired
$225 million in private debt, $815 million in public debt, and $380 million in public equity offerings.
35. Capital Expenditures/Capital Investment. In 1999, the cable industry spent a total of $10.6
billion on the construction of new plant, upgrades, rebuilds, new equipment, and maintenance of new and
existing equipment. This represents an 89.3 percent increase over the $5.6 billion spent in 1998 for
investments in plant and equipment, and for the expense of maintaining these investments. Analysts expect
that operators will spend an estimated $12.4 billion in 2000, an increase of 17 percent over 1999. Of the
$10.6 billion spent in 1999, approximately $1 billion was for maintenance expense, $500 million for new
builds, $2.5 billion for rebuilds, $4.5 billion for upgrades, and $2.1 billion for equipment. An industry
association notes that cable operators have invested nearly $36 billion in upgrades since enactment of the 1996
Act.
36. Over the last several years, many of the large MSOs have invested more than a half a billion
dollars each on maintenance, upgrades, rebuilds, and new services. In the case of Time Warner, MediaOne,
and Comcast, some or all of the expenditures in 1999 and the first half of 2000 were associated with
commitments made by those MSOs pursuant to social contracts with the Commission. For example, Time
Warner reported capital expenditures of about $2.1 billion in 1999 and is expected to spend $1.8 billion in
2000. Prior to its acquisition by AT&T, MediaOne spent approximately $1 billion in 1999 upgrading and
rebuilding its systems. Comcast reported cable-related capital expenditures of $490 million in 1999, and is
expected to spend approximately $1.2 billion by the end of 2000. AT&T's cable unit (without MediaOne)
reported capital expenditures of $2.4 billion in 1999 and analysts expect AT&T's cable unit (including
MediaOne) to spend nearly $5.2 billion in total capital in 2000, $3.7 billion of which is expected to go toward
rebuilding and upgrading systems. Adelphia reported capital expenditures of approximately $850 million
in 1999 and is expected to spend approximately $830 million by year-end 2000. Cox reported capital
spending of $1.3 billion in 1999 and $914 million in the first half of 2000. Cox is expected to spend
approximately $1.8 billion by year-end 2000.
 1. Other Performance Indicators
37. Cable System Transactions. The number of mergers, acquisitions, and exchanges between
MSOs has fluctuated over the past few years. The number of systems sold decreased between 1998 and 1999
from 119 to 90 systems. From January 2000 through June 2000, there were 22 transactions. The total
number of subscribers affected by system transactions and the average size of systems sold (measured by the
number of subscribers per system) continues to vary greatly from year to year.
38. While the number of subscribers affected by system transactions decreased by almost 13 percent
between 1998 and 1999, from 22.4 million to 19.5 million, the system size average increased 14 percent from
approximately 190,000 subscribers per system sold in 1998 to approximately 217,000 subscribers per system
sold in 1999. Between January and June 2000, the number of subscribers affected by system transactions
reached over 8.7 million with an average number of subscribers per system transaction at approximately
396,000, a half-year, per-system increase of over 80 percent. The total dollar value of transactions
increased between 1998 and 1999 from $64.6 billion at year-end 1998 to 75.8 billion at the end of 1999.
The total dollar value of transactions between January 2000 and June 2000 was approximately $55 billion.

39. Overbuilding. Between 1995 and year-end 1999, competing franchises have been awarded for
service to 369 communities in 34 states, with the potential to serve more than 18.5 million homes.
However, not all of the franchises awarded are currently operational. After a franchise is awarded, it can take
a significant amount of time for the franchisee to build. An indication that an overbuilt system may be in
operation occurs when an incumbent provider asks the Commission to determine that effective competition
exists within its service area. Such a determination exempts the cable operator from regulation of its rates.
As of July 2000, the Commission has granted petitions for determination of effective competition status on the
basis of overbuild competition for approximately 330 individual communities.
40. As we have discussed in recent reports, the most notable overbuilders include Ameritech, now
owned by SBC, Knology, RCN, and BellSouth. In the 1999 Report, we indicated that Ameritech, now
SBC, had suspended deployment of new operations. Reports indicate that SBC may now be seeking to sell
its systems, though no final decision has been announced. RCN had approximately 350,000 video
subscribers and about 830,000 homes passed as of June 2000. However, as with most overbuilders, RCN
has not built out all of the homes for which it holds franchise awards. As of year-end 1999, RCN had an
estimated 4.5 million homes under franchise and, as of June 2000, RCN held open video system ("OVS")
certification for over 15 million homes. In early 2000, Microsoft co-founder Paul Allen invested $1.65
billion in RCN through his holding company Vulcan Ventures, which also owns cable operator Charter
Communications. This investment represented the first significant investment in a cable overbuilder made
by an incumbent franchised cable operator. Knology reported approximately 97,000 video subscribers and
335,000 homes passed as of June 2000. Analysts report that Knology has approximately 550,000 homes
under franchise, and continues to seek new franchise agreements. BellSouth currently holds 21 franchises
to provide cable overbuild service, and is providing service in 12 of these franchise areas with approximately
1.4 million homes passed.
41. As we have done in recent reports, we again provide a study of selected areas where incumbent
cable operators face head-to-head effective competition. Our case-by-case analysis shows that such
competition often results in lower prices, additional channels, improved services, or additional non-video
services.
 1. Provision of Advanced Broadband Services
42. Cable operators continue to upgrade their networks at a rapid pace in order to add new service
offerings. This year the industry began to see the commercial deployment of such new service offerings as
video-on-demand and increased trials of telephony over cable systems.
43. Digital Video Services. As discussed in last year's Report, cable systems using digital signal
transmission can provide customers with superior video picture quality, increased programming options,
and more advanced service offerings than customers can receive from cable systems using standard analog
signal transmission. Most major cable operators offer digital video services. All operators offering
digital video offer an increased number of basic and premium networks on a digital tier for an additional cost.
Some are beginning to incorporate such advanced programming options as video-on-demand ("VOD") or near
video-on-demand ("NVOD") into their digital tier. Such services allow subscribers to order pay-per-view
movies at any time or on a time-staggered basis from a library of options. In addition, many cable operators
are beginning to co-market personal video recorder ("PVR") services. As we discussed last year, PVRs
provide VCR-like functionality including fast-forward, rewind, and pause.
44. Subscriber reception of digital video requires a set-top device to decompress and decode incoming
digital signals and to translate the signals into the analog signals used by current television sets. In addition,
digital set-top boxes can allow cable operators to offer such additional services as PVRs. Presently, cable
operators provide set-top devices to the consumer for a monthly fee, though as we reported last year, the
Commission anticipates that these devices also will become available to consumers through retail outlets.
However, certain difficulties have delayed retail distribution. The Commission is currently assessing the
effectiveness of its navigation devices rules to determine whether changes are required to meet the statutory
objective of competition in the navigation devices market. Cable Television Laboratories ("CableLabs")
continues to work on its effort to resolve technical issues through its OpenCable project. As reported last
year, CableLabs was founded in 1988 by a consortium of cable operators in order to provide a clearinghouse
for technological information for cable-related devices. CableLabs created the OpenCable project in 1997
to enable distribution of digital set-top boxes competitively at the retail level by producing a set of interface
specifications that define technical specifications. OpenCable reached its initial goal of a common hardware
platform in late June, 2000. OpenCable now seeks to enable interoperable interactive services and
applications that can be offered by any cable system in North America through a common "middleware"
approach. CableLabs has been evaluating responses to the OpenCable Software Request for Protocol
("RFP") issued in September 1999.
45. As of year-end 1999, there were more than 4.5 million digital cable subscribers industry-wide.
As of June 2000, it is estimated that there were 5.5 million subscribers, an increase of 22 percent in just six
months. Analysts predict that by year-end 2000 there will be between 8.5 million and 9 million digital video
subscribers in the U.S.
46. Cox is marketing its digital product in 16 markets and has approximately 560,000 subscribers.
In September 2000, Cox began to offer VOD service for selected customers in San Diego, California. As
of August 2000, Comcast provided approximately one million subscribers with digital cable service, and
expects to offer that service to approximately 1.25 million customers the end of 2000. Comcast offers
digital video service to more than 90 percent of its subscribers. With its premier digital service offering,
"Comcast Digital Plus" Comcast offers customers a total of 250 channels with 45 premium channels.
Comcast anticipates that video-on-demand will be introduced in 2001. As of June 2000, Adelphia had
approximately 342,000 digital video subscribers with a target of 800,000 digital video subscribers by year-
end 2000. As of year-end 1999, Time Warner offered digital video service in 30 of its systems with nine
more systems anticipated by year-end 2000. Time Warner has 430,000 digital video subscribers. As of
March 31, 2000, AT&T had 1.9 million digital video subscribers, and analysts expect that by year-end 2000
AT&T will have over three million digital video customers. Charter Communications offers digital cable
in 23 states to an estimated 375,000 subscribers. As part of its digital video service, Charter offers a video-
on-demand product in some of its service areas, with broader deployment expected next year.
47. Internet and High-Speed Data Services. Most American households still access the Internet
using analog telephone dial-up modems at speeds of less than 56 kilobits-per-second ("kbps.") As of year-
end 1999, 98.2 percent of all Internet households were accessing the Internet using dial-up modems. It is
projected that telephone dial-up will remain the principal means of accessing the Internet until about 2004,
when it is expected that only 49.7 percent of Internet households will use dial-up access, with the remaining
50.3 percent accessing the Internet through broadband facilities.
48. As we reported in past years, the most popular way to access the Internet over cable broadband
infrastructure is through the use of a cable modem and personal computer, with information transmitted over
the cable system's wires. Cable modems allow users to access the Internet at speeds that range from fifty
to several hundred times faster than telephone dial-up.
49. CableLabs created the cable modem standard, DOCSIS (Data Over Cable Service Interface
Specification) in an effort to ensure the interoperability and retail sale of cable modem technologies.
Equipment conforming to the DOCSIS standard is eligible to be CableLabs Certified. There are now 38
cable modem suppliers whose products have been certified by CableLabs on the DOCSIS 1.0 standard.
According to CableLabs, certification for DOCSIS 1.1 has begun, although no modems have yet been
DOCSIS 1.1 approved.
50. Last year, we reported that as of July 1999, more than 32 million homes in the U.S. and Canada
were passed by Internet access service through cable modem technology, with approximately one million U.S.
subscribers. As of September 2000, cable modem service was available to approximately 62 million homes
in the United States and Canada with more than 3 million U.S. subscribers.
51. Virtually all the major MSOs offer Internet access via cable modems in portions of their
nationwide service areas. Unlike high-speed access offered through a telephone company where the
customer can select the ISP of his own choice, the cable Internet service provider ("ISP") is selected by the
cable provider and offered to customers in that cable operator's individual regions. Currently, most cable
operators offer only one ISP to customers in a given system, although there has been a move recently within
the industry to offer multiple ISPs to customers in a given cable system. On September 28, 2000 the
Commission released a Notice of Inquiry to determine what regulatory treatment, if any, should be accorded
to cable modem service and the cable modem platform used in providing this service. More specifically, the
Notice seeks comment on the parameters the Commission should use in determining the appropriate level of
access to cable networks for the provision of high-speed data services. Road Runner and Excite@Home are
still the leading cable ISPs. As of August 2000, @Home reported two million cable modem subscribers and
32 million cable homes passed. As of August 2000, Road Runner had one million subscribers. Other
ISPs offering access over cable infrastructure include High Speed Access Corporation, The ISP Channel,
Earthlink, Internet Ventures Inc., RCN, Befera Interactive Cablenet, and Convergence.com.
52. Among the MSOs offering high-speed Internet access are Cox, which as of June 1999, offered
@Home service to approximately 5.6 million homes, and was serving about 320,000 subscribers. Analysts
expect that Cox will have about 460,000 subscribers by year-end 2000. Comcast's @Home service
offering is available to more than 4.4 million households, in more than 20 markets. As of September 2000,
Comcast had 250,000 subscribers with an additional 100,000 subscribers expected by year-end 2000. As
of June 2000, AT&T (including the newly acquired MediaOne) had more than 690,000 @Home or Road
Runner cable data subscribers. Cablevision Systems Corporation offers @Home service to over 1.2 million
homes in Connecticut, Long Island, and other areas around New York City, with more than 93,000
subscribers. Charter offers Internet access through Charter Pipeline and High Speed Access Corporation.
As of June 2000, Charter had an estimated 144,000 high-speed data subscribers. As of June 2000, Time
Warner offers Road Runner Internet access service in ten states to over 10.5 million homes, with almost
890,000 subscribers.
53. Although wireless and satellite broadband technologies continue to be deployed, telephone
company DSL technologies remain the most significant competitors to Internet over cable. ADSL, the most
widely used form of DSL, offers data speeds from between 1.5 Mbps and 6.1 Mbps, less than cable's
maximum speed of 27 Mbps. As we reported last year, however, ADSL and DSL technologies in general
have several advantages over cable broadband technology including guaranteed speed, which cable's shared
network cannot offer.
54. Currently, the number of DSL subscribers is significantly less than the number of cable
broadband subscribers. By June 2000, there were 820,000 DSL subscribers compared to more than 2.3
million cable Internet access subscribers. The rollout of DSL and other broadband technologies, however,
is accelerating. Analysts predict that by year-end 2000, there will be over 1.7 million DSL subscribers,
compared to only 445,000 subscribers by year-end 1999. Some analysts predict that there will be more
residential DSL subscribers than cable modem subscribers by 2002.
55. While both cable Internet access providers and DSL operators offer services at around the same
price, the speed of the services offered by DSL providers and cable providers vary. For example Qwest offers
a service with downstream data transfer rates of up to 640 kbps for $19.95. Verizon (formerly Bell
Atlantic) offers a service with data transfer rates of 256 kbps to 640 kbps downstream and 90 kbps upstream
for $39.95 per month. By comparison, @Home cable Internet access is priced at $39.95-$44.95 per month
and offers transfer speeds of up to 2.9 Mbps downstream and 128 kbps upstream. However, as we reported
last year, because bandwidth on cable networks is shared among users, most @Home users experience data
transfer rates of approximately 128 kbps.
56. In addition, as we have reported in the past, a small portion of cable Internet access is delivered
through a television receiver rather than a personal computer. Using a dedicated browsing device that
communicates with the cable set-top box, these services typically do not provide complete access to the
Internet, but provide such basic applications as e-mail, Web browsing, and "hyperlinking" technology.
These services are priced as low as $9.95 per month, depending on type or service. Many of these services
are now considered by industry analysts to be interactive television ("ITV") services, instead of Internet access
providers. Nationwide providers of such service include WebTV, Worldgate, and America Online which
provides AOLTV. Wink Communications offers a similar product marketed primarily as an interactive tool
for the enhancement of multichannel video programming. Charter is planning to rollout an interactive
television service called Diego Broadband which will provide interactive television and limited Internet
functionality including e-mail, chat, and news and travel information.
57. Telephone Services Offered by MSOs. Strategies for the deployment of telephone services by
cable operators remains varied. Currently, only circuit-switched cable telephony is commercially deployed,
but trials have begun for cable-delivered IP telephony. MSOs, such as Cox and AT&T, continue to deploy
circuit-switched cable telephony. Others, like Cablevision and Comcast, are offering cable telephony on a
limited basis, waiting instead for IP technology to become widely available before accelerating rollout of
telephone services to customers. Several MSOs, including Comcast and AT&T, are currently testing IP
telephony, while others are planning such trials. A few MSOs have not publicly announced any telephone
strategy.
58. Before IP telephony can be commercially deployed, however, there are still several technical
obstacles. As we reported last year, CableLabs is managing a project, called PacketCable, aimed at
identifying, qualifying, and supporting products that support Internet over cable-based multimedia services
such as IP telephony. On May 8, 2000, CableLabs announced the release of the final feature set for
PacketCable residential IP voice service. The feature set was designed to give guidance to vendors in their
development of products. The list of basic features represents the priority set of features that should be
supported by IP voice equipment in order for cable operators to offer voice services commercially to
residential customers. The list of extended features represents the complete set of features deemed
necessary to sustain an ongoing IP-based voice service. On July 21, 2000, CableLabs announced
successful completion of its second round of PacketCable interoperability testing. As a result of this
testing, CableLabs released draft compliance test plans for PacketCable interface specifications.
59. As of year-end 1999, AT&T (including MediaOne subscribers) led the industry in cable
telephony deployment with over 133,000 cable telephone subscribers. By June 2000, AT&T nearly doubled
its subscribership to 234,000 cable telephone subscribers. In February and March 2000, AT&T entered
into agreements with Cablevision and Time Warner, respectively, which provide for joint marketing of
AT&T-branded telephony service on Cablevision and Time Warner systems. AT&T also signed an
agreement with Insight Communications to co-market AT&T-branded all-distance telephony over Insight
cable systems. In addition, AT&T signed an agreement with Comcast for the provision of AT&T-branded
telephony over Comcast systems.
60. As of year-end 1999, Cox had over 100,000 subscribers and, by June 2000, Cox reported an
estimated 167,000 cable telephone subscribers. Comcast provides local telephone service primarily through
telephony operations it has gained through system acquisitions. As such, it currently serves the majority of
its 12,000 circuit-switched telephony subscribers over the systems it acquired from Jones in Prince George's
County, Maryland, and Alexandria, Virginia. However, Comcast offers a portion of its cable telephony
service on its own systems in Ft. Lauderdale, Florida, and Baltimore, Maryland. Comcast is also
conducting an IP telephony trial in New Jersey. Cablevision offers residential telephone service on Long
Island and in Fairfield County, Connecticut. The service is a circuit-switched telephone offering over the
Cablevision's cable network. As of year-end 1999, Cablevision provided service to about 8,900 subscribers
and, by June 2000, had 11,000 subscribers. Charter has three trials planned for late 2000, with one trial
using IP technology and two using traditional circuit-switched technology.
61. Multi-Service Offerings. To enhance their value to the end-user, over the last several years cable
operators began to upgrade their networks in order to offer digital video, high-speed modem data services, and
cable telephony. As we reported last year, aside from adding the value of "one stop shopping" for the
consumer, the financial impact of offering multiple services (i.e., video, voice, and data) can lower an
operator's marginal risk. Analysts believe that the technology now exists to allow cable operators to
effectively provide multiple advanced residential broadband applications and that the equipment needed to
fully utilize the capabilities of the upgraded network will be available by the end of the year.
 A. Direct Broadcast Satellite Services
62. Direct broadcast satellite ("DBS") service is a nationally distributed subscription video service
that delivers programming via satellite to a small parabolic "dish" antenna located at the viewer's home.
There are currently four companies licensed by the Commission to provide DBS service: DirecTV, EchoStar
(marketed as the DISH Network), Dominion Video Satellite, Inc. (marketed as Sky Angel) and R/L DBS
Company. Of these, DirecTV, EchoStar and Dominion currently provide service. Last year we reported
a number of changes in ownership for the DBS industry. This year the DBS ownership landscape has
remained stable. However, it has been reported that General Motors, and its satellite subsidiary Hughes
Electronics, is weighing the sale, spin-off, or other options for DirecTV, which it now owns. In 1999,
Hughes acquired PrimeStar's medium powered satellite business and customers. The service was renamed
"Primestar by DirecTV" and began a strategy of converting approximately 1.5 million former Primestar
customers to its high powered DBS service. On September 30, 2000, the company announced that it had
converted approximately 1.2 million of the former Primestar by DirecTV customers and would discontinue the
medium power service.
63. Subscribership. DBS is the principal competitor to cable television service with 12,987,000
subscribers as of June 30, 2000, a gain of almost three million subscribers, and an increase of over 28 percent
since June 1999. DBS's share of MVPD households has grown to over 15 percent nationally.
64. DirecTV, which reported revenues of $2.1 billion for the first six months of 2000, is the nation's
leading DBS service and the third largest distributor of multichannel video programming. DirecTV had
over 8.7 million subscribers as of June 2000, an increase of almost 15 percent from the 7.6 million customers
reported as of June 1999. These figures include 705,000 former "Primestar by DirecTV" subscribers who
were transitioned to DirecTV's high-powered DBS service during the first six months of 2000.
65. As of June 2000, EchoStar reported a 65 percent increase in subscribers, from 2.6 million in June
1999 to more than 4.3 million subscribers as of June 2000. EchoStar is now the seventh largest MVPD in
the United States.
66. Dominion, under the brand name Sky Angel, is a self-described Christian and family oriented
DBS service. Sky Angel offers 16 video and 16 radio channels for $9 a month. While the company
currently serves fewer than one million subscribers, it estimates that the universe of television households with
an interest in its niche programming is upwards of 23 million and expects to add seven million new
subscribers in the next seven years. Because Dominion's transponders are currently located on an EchoStar
satellite, Sky Angel subscribers may also receive DISH Network programming using the same 18-inch DBS
antenna. Dominion estimates that 60 to 65 percent of its subscribers also subscribe to DISH Network
programming. In addition, many Sky Angel customers also subscribe to a local cable service.
67. SBCA, the national trade organization of the satellite television industry, notes that the period
between July 1, 1999, and July 1, 2000, has been significant because of the consistent pattern of new
subscriber acquisition by DBS providers. SBCA states that DBS is gaining over 8,000 subscribers per day,
with an annual subscriber growth rate of 31 percent. In comparison, the annual subscriber growth rate for
cable television is estimated to be between one and one and a half percent for 2000. Given this rate of
increase for DBS, SBCA predicts that the DBS industry could reach 16 million subscribers by the end of
2000.
68. DBS subscribership is growing in urban and suburban communities and is no longer viewed as
a predominately rural service. While DTH (both DBS and HSD service) penetration varies nationwide by
state from a low of less than six percent to a high of almost 40 percent, the trend is toward growth in all
geographic areas. Forty-four states now have penetration of more than 10 percent, as compared to the 40
states reported in 1999; 24 states have more than 20 percent penetration, compared to 10 states in 1999; and
three, mostly rural, states have more than 30 percent DTH penetration. According to DirecTV, its
subscribers are distributed evenly across the continental United States with approximately 50 percent residing
in urban counties and 50 percent living in smaller, rural counties. DirecTV also notes that approximately
two-thirds of its new subscribers live in urban counties.
69. In a related development, several very small and rural cable systems have used a variety of
schemes to add digital channels, expand their program offerings, and take preemptive action against
aggressive DBS marketing without costly expenditures such as headend upgrades. These actions range
from abandoning their cable plant and becoming authorized DBS dealers to forming partnerships whereby
cable subscribers receive both cable service and satellite service from DBS overlay vendors such as HITS and
WSNet.
70. Availability of Local Broadcast Stations. This year's significant increase in DBS
subscribership has been attributed in part to the authority granted to DBS providers in late 1999 to offer
"local-into-local" service. Previously, DBS providers were restricted by copyright law from retransmitting
local broadcast stations into the local television markets they served. On November 29, 1999 the Satellite
Home Viewer Improvement Act of 1999 ("SHVIA") was enacted, under which satellite providers are now
allowed to retransmit local and network affiliate signals into their local markets.
71. SBCA cites a Skytrends analysis of 13 designated market areas ("DMAs") where DirecTV and/or
EchoStar have introduced local-into-local service. The study found that, between June and December 1999,
prior to SHIVA, DBS operators added an average of 4,002 new subscribers per month within each DMA.
For the post-SHIVA period (January-June 2000), DBS operators added an average of 5,706 new subscribers
per month in each DMA, an increase of 43 percent over the pre-SHVIA period.
72. As of November 2000, DirecTV offers the local affiliates of ABC, CBS, NBC, and FOX in 38
markets for a package price of $5.99 a month. DirecTV also provides a national PBS feed with every
$5.99 local station package. DirecTV plans to offer local affiliates in additional markets by the end of
2000. According to DirecTV, more than 40 percent of its customers in those markets subscribe to the local
broadcast service and among new customers the subscription rate is 57 percent. Similarly, EchoStar
transmits a local network package to its subscribers in 34 markets for $4.99 a month and offers the national
PBS feed as an option for an additional one dollar per month.
73. The SHVIA also directed the Commission to undertake and complete rulemakings related to
satellite carriage of broadcast stations within one year of enactment on November 29, 2000. As required by
the SHVIA, the Commission established rules to implement mandatory carriage of broadcast signals ("must-
carry"), retransmission consent, and program exclusivity with respect to satellite carriage of broadcast
stations. Pursuant to the SHVIA, these rules are as comparable as possible to rules that govern cable carriage
of broadcast stations. As further required by the SHVIA, the Commission revised the Individual Location
Longley-Rice computer model used to predict subscriber eligibility to receive distant network stations and
offered recommendations on the Grade B signal standard as it applies to such eligibility determinations.
74. DBS versus Cable. Several commenters note that with the passage of SHVIA and the growth in
subscribership, many of the differences between DBS and cable service have been eliminated. Others
contend, however, that significant differences remain between the two services and they should not yet be
considered substitutes.
75. In its comments, AT&T states that because DBS has a 15.8 percent share of the MVPD market,
with subscriber growth 20 times as high as cable, plus exclusive sports programming and the ability to carry
local signals under SHVIA, it is now a powerful presence in the marketplace that the Department of Justice
has found to be a substitutable service for cable. On this basis, AT&T requests that the Commission relax
or eliminate existing regulations and avoid new regulations for cable.
76. Like AT&T, NCTA points to the rising MVPD market share of DBS (15.25 percent according
to their estimates) as evidence that DBS providers are competitive alternatives to cable in every market.
NCTA further states that there is evidence of a nationwide competitive threat from DBS to cable that has
spurred cable operators to compete vigorously for subscribers. NCTA also points to offers of free equipment
and free installation from DBS providers that have decreased high up-front costs and DBS monthly
subscription fees comparable to those of cable.
77. In contrast, EchoStar states that effective competition has yet to arrive in the MVPD marketplace,
although it concedes that DBS is perhaps the only true alternative to cable. According to EchoStar,
increases in DBS subscriber counts have not been accompanied by comparable decreases in the number of
cable subscribers or cable's market share. Therefore, the continuing market power of incumbent cable
operators leads to unfair advantages including preferential access to video programming.
78. Others contend that the failure of DBS to restrain cable rates demonstrates that the two industries
are competing for "a thin layer of affluent customers . not necessarily swayed by incremental price
differences." Finally, American Broadband notes a recent GAO study that suggests that DBS does not
exert significant pricing pressure on cable service prices and has not brought about the level of competition
between DBS and cable to conclude that the program access rules are no longer needed. GAO, which
studied 1998 cable rates, found that greater DBS penetration was correlated with somewhat higher cable rates
and that the presence of a nonsatellite competitor, such as another cable company or a wireless cable operator,
was more likely to result in lower cable rates.
79. Broadband Satellite Services. As with cable operators, satellite providers are developing ways
to bring advanced services to their customers. Currently, DirecTV offers a satellite-delivered high-speed
Internet access service with a telephone return path called DirecPC and a dual functioning (video and data)
DBS antenna called DirecDUO. Future services aim for true two-way interactivity by eliminating the
telephone return path.
80. A number of video providers and programmers have financial interests in WildBlue (formerly
called iSKY), a satellite company that intends to use Ka-band spectrum and spot-beam technology to deliver
two-way, high-speed data to residential markets beginning in late 2001. WildBlue plans to market its Ka-
band Internet service for $35-$40 per month and its set-top box for $200. EchoStar also has a 17.6 percent
stake in Starband (formerly called Gilat-2-Home). On November 7, 2000, StarBand Communications
launched a high-speed Internet service using a single antenna capable of receiving EchoStar's Dish Network
video signal as well as two-way, high-speed data. Starband is a joint venture whose partners include
Israel-based Gilat Satellite Networks, EchoStar and Microsoft.
81. In 1999, America Online ("AOL") and DirecTV partnered to develop a set-top box to provide
interactive and "web surfing" Internet services. The DirecTV/AOL partnership will soon begin marketing its
"AOL via DirecPC" broadband service. The company expects to start the service using a two-way connection
using Ku-band satellites. By 2003, DirecTV plans to switch to Ka-band technology for its new "Spaceway"
service, which would offer faster connections than DirecPC's Ku-band service. DirecTV also formed
partnerships with the TiVo Company to develop a PVR/set-top box with personalized television functions and
with Wink Communications to provide interactive multimedia services. Despite the rollout of DSL and
cable modems, analysts predict there will be a market for broadband satellite services principally in the
estimated 20 to 30 million homes in rural and suburban areas that may be unable to receive cable or DSL for
the foreseeable future.
82. Terrestrial Reuse of DBS Spectrum. In 1998, the Commission received a proposal by
Northpoint Technologies, Inc. to reuse the direct broadcast satellite band at 12.2-12.7 GHz for a terrestrial
service that would deliver multichannel video and one-way data services. On November 29, 2000, the
Commission concluded, among other things, that a new terrestrial multichannel video distribution and data
service ("MVDDS") can operate in the 12.2-12.7 GHz band with incumbent broadcasting satellite services
(including DBS) and voted to allow MVDDS services. Although the incumbent DBS licensees have agreed
internationally to a sharing criterion to allow some additional satellite operations in the band, they opposed
increased usage by terrestrial operations. According to SBCA, permitting such frequency sharing would
cause harmful interference and service disruption for DBS customers. Northpoint has performed three sets
of experimental testing that demonstrate that its technology can share spectrum with DBS and the DBS
licensees have performed similar tests that refute Northpoint's claims of no interference. The Commission
decision requires that MVDDS services operate on a "non-harmful interference basis" with the incumbent
DBS services.
83. DBS Public Interest Obligation. Pursuant to the Cable Act of 1992, DBS service providers
must set aside a percentage of channel capacity for noncommercial programming of an educational or
informational nature. The effective date for implementation of the DBS public interest obligations was
December 15, 1999. EchoStar currently offers 19 channels of public interest programming under this
provision of the Commission's rules. DirecTV carries nine noncommercial networks under these rules.
84. The public interest programming being offered by DBS consists of national channels, rather than
the mostly locally produced content offered on cable public, educational, and government ("PEG")
channels. Nevertheless, members of the public interest community are reportedly "disappointed" that the
Commission's rules allow DBS operators to select the public interest programmers and the DBS industry's
practice of limiting public interest programmers to short-term contracts.
 A. Home Satellite Dishes
85. The home satellite dish ("HSD") or C-band segment of the satellite industry continues to
experience a decline in subscribership. Between June 1999 and June 2000, C-band subscribers fell from
1,783,411 to 1,476,717, an average loss of 840 subscribers per day. In November 1999, Netlink Group,
the leading provider of C-band programming sold its subscriber lists to EchoStar for $10 million, thus
enabling EchoStar to solicit Netlink's subscribers. Netlink will receive a cash payment if any of its former
subscribers actually converts to EchoStar.
86. Nevertheless, many current C-band subscribers remain loyal to the service and a small number
of new subscribers has been added. For example, Paul Dowgewicz, a consumer who filed comments in this
proceeding, states that he switched from cable to C-band because of the limited number of channels on his
cable system, the greater variety of program types on C-band, and the ability to purchase C-band
programming on a per channel basis.
87. It is expected that C-band will continue as a niche service for some time. As noted in the 1999
Report, many existing HSD transponder leases extend past 2010 and within the last year, six new satellites
have been launched to replace older satellites. In addition, new, digital equipment for C-band continues to
be developed and made available to subscribers.
 A. Multichannel Multipoint Distribution Service
88. MMDS systems, often referred to as "wireless cable," transmit video programming and other
services to subscribers through 2 GHz microwave frequencies, using Multipoint Distribution Service ("MDS")
and leased excess channel capacity on Instructional Television Fixed Service ("ITFS") channels. An
MMDS system must have a line-of-sight path between the transmitter or signal booster and the receiving
antenna. Because of capacity limitations when using analog signals, MMDS operators can offer a maximum
of 33 microwave channels available in each market, including 13 MDS channels and 20 ITFS channels.
Digital technology significantly increases the channel capacity, improves picture and audio quality, and makes
two-way services, such as high-speed Internet access and telephony, possible.
89. As we reported last year, the MMDS industry provides competition to the cable industry for
MVPD service only in limited areas. Sprint Corporation and MCI WorldCom, Inc. have acquired most of
the larger MMDS operators, with the intent of using the acquired frequencies to provide two-way non-video
communication services, and have begun trials of this service. WCA points out, however, that MMDS
provides the only local competition to many cable operators. Such competition is particularly important,
WCA indicates, in " smaller markets and rural areas where cable overbuilds and/or DBS 'local into local'
service [i.e., offering local over-the-air broadcast stations to subscribers] may not be available for the
foreseeable future." Thus, while it appears that most MMDS licenses will not be used in the future to
compete in the MVPD market, in some areas, MMDS constitutes the only competition to incumbent cable
operators. The MMDS industry is currently transitioning from offering video programming to offering data
services.
90. MMDS Households and Subscribership. In 1999, the number of homes with a serviceable line-
of-sight to an MMDS operator's transmission facilities was reported to be 62,500,000, and the number of
homes actually capable of receiving an MMDS operator's signal ("homes seen") was reported to be
35,750,000. WCA states that there are approximately one million MMDS video subscribers. Other
estimates indicate, however, that the number of MMDS subscribers has dropped to approximately 700,000.
At least one company, Nucentrix, is combining its MMDS spectrum with DBS service to offer a broader
array of video services, as we reported last year. BellSouth continues to operate its MMDS video
systems, as we report in more detail below. The combination of these trends indicates that companies will
continue to use MMDS spectrum to provide video services, but only in limited areas, especially rural ones.
It appears that most MMDS spectrum will eventually be used to provide high-speed data services.
91. Interexchange Carrier ("IXC") Investment. We previously reported on MCI WorldCom's and
Sprint's purchases of a significant number of MMDS operators. Over this past year, both MCI WorldCom
and Sprint have moved forward with their plans to offer two-way high-speed Internet access over the MMDS
licenses they acquired. MCI WorldCom began trials of the high-speed service in five cities (Boston, Jackson,
Mississippi, Baton Rouge, Memphis, and Dallas-Fort Worth) and has filed applications with the
Commission to offer the service in more than 60 cities. Sprint has launched service in eight areas (Phoenix,
Tucson, Houston, Silicon Valley, Denver, Colorado Springs, Salt Lake City, and Wichita, Kansas) and has
filed applications to offer service in 45 additional markets, with a potential reach of 24.8 million homes.
92. Barriers to Competition. BellSouth has indicated barriers to competition for MMDS operators.
First, BellSouth contends that the consolidation and clustering of cable systems gives cable MSOs leverage
vis--vis cable programming networks and broadcast networks, making them less willing to sell programming
to cable's competitors. BellSouth further maintains that this consolidation and clustering increases the
ability of vertically integrated MSOs to avoid program access obligations by delivering programming
terrestrially, and increases incumbent cable operators' leverage vis--vis non-vertically-integrated
programming networks. BellSouth therefore requests that the Commission extend the existing program
access rules beyond the 2002 sunset, and that the Commission: (1) recommend that Congress eliminate the
non-vertical integration and terrestrial delivery exceptions to the statute; and (2) either require strict
justification of volume discounts or ask Congress to clarify the language in the statute.
 A. Satellite Master Antenna Television Systems
93. SMATV systems, also known as private cable operators, are video distribution facilities that use
closed transmission paths without using any public right-of-way. SMATV systems are usually satellite-
based and distribute television signals to households located in one or more adjacent buildings, primarily
serving urban and suburban multiple dwelling units ("MDUs"). In general, SMATV operators are subject
to less regulatory oversight than traditional cable systems. Some SMATV systems use microwave
transmissions and wires to serve multiple buildings that are not commonly owned. Under the 1996 Act,
SMATV operators may use wires to connect separately owned buildings, as long as the wires do not traverse
public rights-of-way.
94. SMATV operators consist of hundreds of small and medium size firms throughout the nation.
Among the largest SMATV operators as of December 1999 were MidAtlantic Communications, Global
Interactive Communications, Pace Electronics, Future Trak, LyncStar Integrated Communications, and
OnePoint Communications Corp. These relatively large SMATV operators serve between 15,000 and
55,000 subscribers each. Most SMATV operators serve approximately 3,000-4,000 customers.
According to NCTA, as of July 2000, SMATV subscribership remained relatively unchanged from a year
earlier at 1.5 million subscribers.
95. Currently, many private cable operators offer the same services offered by franchised cable
operators, including local and long distance residential telephone service, Internet access, and digital video.
One source indicates that the average private cable operator offering SMATV video service usually delivers
about 30-45 channels. We have previously reported that SMATV operators are joining with satellite
providers to combine analog antenna and DBS systems in order to increase service offerings. As we
reported last year, this enables SMATV operators to offer as many as 200 channels. This trend continues.
As of year-end 1999, 43 percent of SMATV operators said they plan to add DBS services over the next
year. In addition, as many as 33 percent of private cable operators offer telephony as a licensed competitive
local exchange carrier ("CLEC").
96. On June 22, 2000, the Commission adopted a Report and Order addressing the allocation of the
18 GHz band. The 18 GHz band is the spectrum that SMATV operators use for microwave transmission
to serve multiple buildings that are not commonly owned. SMATV operators were concerned by a proposal
set forth in the foregoing Notice of Proposed Rulemaking that would have terminated their use of the 18 GHz
band. In the Report and Order, the Commission concluded that SMATV operators would not be able to
compete effectively if the 18 GHz band were redesignated and ruled that all current use of this spectrum by
SMATV operators may continue.
97. On July 13, 1999, the Commission adopted a Notice of Proposed Rulemaking seeking comment
on a proposal to allow SMATV operators to use Cable Television Relay Service ("CARS") 12 GHz band
channels to deliver video programming. Because SMATV systems do not use public rights-of-way, and
are technically not cable operators, they have been ineligible for CARS licenses. In addition, the
Commission sought comment on whether the CARS band should be expanded to include the frequency band
segment from 13.20-13.25 GHz, currently designated for television broadcast auxiliary service. This
proceeding is still pending.
98. Two years ago, we reported that on June 4, 1998, the Commission adopted a Memorandum
Opinion and Order granting a motion for declaratory ruling filed by Entertainment Connections Inc. ("ECI")
for a determination that it was not a cable operator and did not need a franchise under section 621 of the
Communications Act. At issue was ECI's use of Ameritech's facilities to transport video programming
across public rights-of-way to subscribers in MDUs. ECI's facilities are located solely on private property,
not crossing any public rights-of-way, and Ameritech's facilities that deliver signals from ECI's headend
facilities to the MDUs are not owned, managed, or controlled by ECI. In December 1999, the U.S. Court
of Appeals for the Seventh Circuit upheld the Commission's Order in full. In October 2000, the U.S.
Supreme Court declined to review the appellate decision.
99. On October 9, 1997, the Commission adopted a Report and Order and Second Further Notice
of Proposed Rulemaking that amended the cable inside wiring rules to provide opportunities for new entrants
seeking to compete in distributing video programming, particularly MVPDs seeking to provide service in
MDUs. Specifically, the Commission's rules establish procedures for the disposition of cable "home run"
wiring where the incumbent MVPD no longer has a legally enforceable right to remain in the building. The
Second Further Notice of Proposed Rulemaking seeks comments on the advantages or disadvantages of
exclusive contracts in promoting a competitive environment, and whether there are circumstances where the
Commission should adopt restrictions on exclusive contracts in order to further promote competition in the
MDU marketplace. The rules became effective on March 13, 1998, and the Commission is currently
reviewing the petitions for reconsideration and comments filed in this proceeding.
 A. Broadcast Television Service
100. Broadcast networks and stations are competitors to MVPDs particularly in the advertising
and program acquisition markets. Broadcast networks also compete with MVPDs by supplying video
programming over the air, particularly to those who do not subscribe to an MVPD service. Additionally,
broadcast networks and stations are suppliers of content for distribution directly to consumers and to
consumers through MVPDs. Since the 1999 Report, the number of commercial and noncommercial
television stations increased to 1663 as of September 30, 2000, from 1599 as of July 31, 1999. Total
broadcast advertising revenues reached $36.6 billion in 1999, a 5.7 percent increase over 1998. Advertising
revenues for the seven broadcast networks (ABC, CBS, Fox, NBC, PaxTV, UPN, and WB) alone reached
$18 billion in 1999. In comparison, cable programming networks earned $8.3 billion in advertising revenue
in 1999, an increase of 20 percent over 1998.
101. During the 1998-99 television season, ABC, CBS, Fox, and NBC accounted for a combined
average 50 percent share of prime time viewing among all television households, compared to 52 percent in
the previous year. UPN and WB achieved a combined eight percent share of prime time viewing, the same as
last year. The most recent data available for households subscribing to cable service indicate that
programming originating on local broadcast television stations accounted for a combined 50.7 percent share
of 24-hour viewing in the 1998-99 television season. Non-premium cable networks and pay cable services
achieved a combined 56 percent share of 24-hour viewing, down from 57 percent the previous season.
(Reported audience shares exceed 100 percent due to multiple set viewing.)
102. We reported previously on consolidation in the broadcast industry and on "repurposing" of
content. Repurposing of programming is becoming more common, and NBC and PaxTV in particular
appear to have expanded their relationship in this regard. NBC and PaxTV have already begun delayed
rebroadcasts of NBC shows on PaxTV, such as the game show Twenty One. The two also agreed for the
rebroadcast of NBC's Nightly News, but suspended implementation because of complaints from NBC
affiliates. ABC is also involved with repurposing deals, such as showing its drama Once and Again on
Lifetime and selling music-oriented made-for-television movies to VH1.
103. As we stated in the 1999 Report, DTV could potentially enhance the ability of broadcasters
to compete in the video marketplace. DTV allows broadcasters to transmit a very high quality signal (High
Definition Television or HDTV), several standard definition signals ("multicasting"), or ancillary services in
addition to broadcast signals. As of December 5, 2000, all of the top ten markets had at least two affiliates
of the top four networks broadcasting DTV service, and six of those markets had all of the affiliates of the top
four networks broadcasting DTV. One or more affiliates in Chicago, New York City, Dallas, and Boston
have been granted extensions to complete construction. November 1, 1999, was the deadline for the four
network affiliates in markets 11-30 (79 stations) to complete construction of their DTV facilities and to file
license applications. As of December 5, 2000, 19 of these DTV permittees have filed requests for extension
of time to construct their facilities; 57 have completed construction and are on the air; 9 have special
temporary authority to be on the air with DTV pending final action on their application. As of December 5,
2000, over 800 DTV construction permit applications had been acted upon. At present, 173 stations
broadcast DTV signals.
104. Current use of DTV spectrum involves simultaneous broadcast of standard definition signals.
For instance, 17 of the 18 comedy and drama series on CBS will be available in HDTV, with sponsorship by
the digital television set producer Panasonic. ABC broadcasts "The Wonderful World of Disney" and
"Monday Night Football" in HDTV, and NBC broadcasts "The Tonight Show with Jay Leno" and some
movies in HDTV. Possible new broadcasting services using DTV include HDTV, multicasting, combining
frequencies to provide packages of services, and interactive services such as delivering Internet content to
computers. We previously reported on Geocast's plans to use Hearst-Argyle DTV spectrum to deliver
Internet content to computers. In addition, broadcasters have formed two additional consortia to combine
DTV spectrum to allow third parties to deliver services to consumers, including content delivery to televisions
and computers.
105. Despite this potential, obstacles have impeded progress toward DTV transition. At the time
of the 1999 Report, among the four unresolved issues concerning DTV between the broadcast industry, the
cable industry, and the consumer electronics industry: (1) direct connection of DTV receivers to digital cable
televisions; (2) the provision of tuning and program schedule information to support on-screen program
guides; (3) the labeling of DTV receivers; and (4) copy protection. The first two issues were largely resolved
in an agreement embodied in a February 22, 2000, letter to the Commission from the heads of NCTA and the
Consumer Electronics Association. This agreement provided for technical specifications that permit the direct
connection of DTV receivers to cable television systems, including signal levels and quality, and video
formats. The agreement also selected the Program and System Information Protocol to support on-screen
program guides. The third issue was resolved by a Commission order adopted on September 14, 2000,
which established three categories of DTV receivers. The categories are designed to ensure that consumers
will be fully informed about the capabilities of DTV receivers to operate with cable television systems. The
fourth issue, copy protection, remains a point of contention, and the Commission continues to monitor
industry progress on its resolution. In addition, the Commission continues to examine digital broadcast
signal carriage issues, raised in the DTV Must Carry Notice.
106. We previously reported on disputes over the current DTV broadcasting standard (8-Level
Vestigial Side-Band Standard ("8-VSB")), and a petition by Sinclair to switch to another (Coded Orthogonal
Frequency Division Multiplex ("COFDM")). On February 4, 2000, the Commission rejected Sinclair's
petition to switch to the COFDM standard, stating that numerous studies support using 8-VSB for DTV
signals. Subsequently, the Advanced Television Systems Committee announced that it would form a task
force on DTV reception.
107. Barriers to Competition. Two commenters raise issues that relate to broadcasters' ability
to compete with other MVPD providers. The first, Fox, argues generally that the trend toward competition
and diversity in the video marketplace is continuing, but portions of the Commission's broadcast regulatory
framework are based on an "an archaic vision of the market that bears no resemblance to today's competitive
realities." Fox urges the Commission to accelerate and broaden the relaxation of its regulations so that they
reflect a more competitive marketplace. Paxson raises issues relating to the transition to DTV. Paxson
urges the Commission to take steps to ensure that the transition to DTV is successful, including " to
promote, protect, and facilitate digital video multicasting." Paxson also asks that the Commission, before
November 13, 2000, put in place digital cable compatibility and copyright protection standards, begin
adopting digital receiver standards, detail the technical requirements for digital must carry, and mandate that
all televisions be capable of receiving digital and analog broadcast signals. Also, Paxson requests that the
Commission determine that the existing DTV modulation standard will result in reliable reception, or permit
use of an alternative standard or dual modulation standards. Finally, Paxson asserts that "[a]ll DTV
broadcasters should have enforceable full digital must carry rights for cable, DTH, and all subscription-based
multichannel video providers."
108. The continuing disputes detailed above, and, possibly, the high cost of digital television sets,
have combined to slow consumer acceptance of and transition to DTV. As a result, broadcasters have only
engaged in limited tests of various possible DTV products, such as HDTV, ancillary services, or some
combination. It is therefore impossible to assess the competitive impact of DTV service on the MVPD
market, other than to observe that the potential for a positive competitive impact remains.
 A. Other Entrants
 1. Internet Video
109. Real-time and downloadable video accessible over the Internet ("Internet video") continues
to become more widely available. The number of homes with access to the Internet and the number of home
users accessing Internet video have both increased over the last year, as has the amount of available content.
As of November 2000, 56 percent of the U. S. population had Web access from home. By November 2000,
35 million residential Web users had accessed streaming media, up 67 percent from November 1999 when
only 21 million users had accessed streaming media However, despite the evidence of increased interest in
Internet video deployment and use, the medium is still not seen as a direct competitor to traditional video
services. Television-quality Internet video service requires a high-speed broadband connection of about 300
kbps or higher, which most current broadband providers cannot yet guarantee. In addition, deployment of
broadband is not yet ubiquitous. Nevertheless, there have been a number of significant legal, technological,
and business developments over the past year to report.
110. On June 8, 1999, Internet Ventures, Inc. and Internet On-Ramp, Inc. (collectively "IVI"),
filed a Petition for Declaratory Ruling, requesting that the Commission issue a ruling that Internet service
providers, such as IVI, are entitled to commercial leased access under section 612 of the Communications
Act. In its Petition, IVI contends that the availability over the Internet of television broadcast stations and
films through "streaming technology" demonstrates that the Internet provides the same video programming
that television broadcast stations provide, and as such, ISPs are providers of video programming under section
612.
111. On February 18, 2000, the Commission issued a Memorandum Opinion and Order, that
concluded that ISP Internet access service, such as that provided by IVI, does not constitute video
programming as contemplated by section 612 of the Communications Act (i.e., programming provided by, or
generally considered comparable to programming provided by, a television broadcast station). The
Commission noted that Congress did not expressly state that the leased access provisions require cable
operators to make channel capacity available for anything other than video programming and, accordingly,
section 612 cannot be read as requiring a cable operator to make channel capacity available to provide
services that are not video programming, such as the Internet access service provided by IVI and other ISPs.
The Commission declined to rule beyond the issue of whether the Internet provides the video programming
comparable to that provided by television broadcast stations.
112. Some Internet video firms have recently faced difficulties with U.S. copyright laws. In June
2000, a lawsuit was filed in a U.S. District Court of Los Angeles by a dozen entertainment companies
accusing the Web site, Record TV.com, of illegally using copyrighted television shows from a Los Angeles-
area cable signal. Among other things, the lawsuit seeks to shut down the Web site, which allows users to
record and replay shows online for free.
113. Canadian-based iCraveTV agreed to shut down in February 2000, in return for the
withdrawal of copyright infringement lawsuits against it in the United States. JumpTV, successor to
iCraveTV, has announced plans to stream U.S. television signals to Internet users in Canada using a new
technology designed to prevent American residents from accessing its Web content. JumpTV hopes the new
technology will help it avoid U.S. Copyright violations. However, JumpTV is currently facing copyright
issues in Canada.
114. Despite these obstacles, Internet users continue to download and use software for accessing
Internet video, and Web sites dedicated to streaming video continue to proliferate. For example,
RealNetworks' RealPlayer, the dominant software program for accessing Internet video, has over 25.3 million
users. Microsoft's Windows Media Player has more than 9.4 million users, and Apple's QuickTime has
more than 7.2 million users. In addition, Web sites continue to increase offerings. NBC, for example, is
planning to offer streaming video versions of daily newscasts from its owned-and-operated stations via its
Web sites. Partnerships and marketing agreements between Web sites and traditional video providers have
also emerged. Television.com has agreements with at least 10 broadcast and cable networks to test its plan
to carry promotional videos and other programming on its television portal site.
115. As Web sites designed to provide video over the Internet increase in number, technological
firms and services continue to facilitate streaming video and address its weaknesses. iBEAM Broadcasting's
specially designed network offers DSL and cable operators 100 percent streaming video availability for over
500,000 simultaneous Internet users, with one million simultaneous streams expected possible by year-end
2000. Arbitron has now joined Lariat Software in offering a service that measures and reports the
viewership of streaming video. In addition, ChannelSeek and The Media Channel continue to catalogue and
list available Internet video programming.
 1. Home Video Sales and Rentals
116. The home video marketplace includes the sale and rental of videocassettes, DVDs (formerly
called digital video or versatile discs) and laser discs. As in past reports, we consider home video sales and
rentals part of the video marketplace because they provide services similar to the premium and pay-per-view
offerings of MVPDs. The home video industry considers cable television, direct broadcast satellite services,
and broadcast television as its competition. It also views the developing near video on demand and video on
demand services of MVPDs and streaming video over the Internet as potential competition.
117. Almost 86 percent of all U.S. households have at least one VCR, with nearly half of these
homes owning at least two VCRs. By the end of 2000, the number of homes with DVD players is expected
to reach between 10 and 12 million, up from 4.5 million a year earlier. In addition, about two million
homes have laser disc players. U.S. consumers spent $17.36 billion renting and buying prerecorded video
in 1999, 2.4 percent more than in 1998. Total rental revenue increased from $8.10 billion in 1998 to $8.12
billion in 1999, with DVDs representing between five and ten percent of the overall rental business. Total
revenue from video sales increased to $9.24 billion in 1999, up from $8.86 billion in 1998, with DVDs
accounting for about 16 percent of that total.
118. There are between 24,000 and 25,000 video specialty stores selling or renting home video
programming. There also are another 8,000 to 10,000 retail outlets, primarily supermarkets and drug
stores, that rent videos, but their numbers are declining. Discount department stores, including Wal-Mart
and Target, and large electronic discount chains, such as Best Buy and Circuit City, compete with specialty
video stores in the sale of videos. Over the past two years, the video retail industry has undergone a period
of consolidation, with many independent operators selling to larger concerns or closing their businesses.
The five largest video store chains had a 41 percent market share of all video rentals in 1998. The largest
stores can carry as many as 8,000 titles and 15,000 videocassettes, DVDs, and video games. The video
retail industry is the largest source of revenue for movie studios, generating approximately $11.8 billion in
1999, three times the revenue received from theatrical distribution. In addition, since 1997, several video
retailers have entered into revenue sharing arrangements with major movie studios under which they lease
videos in return for a percentage of the rental revenue.
119. The Internet is opening up new possibilities for the video rental business by letting consumers
search a store's inventory and reserve a movie online before going to the store to pick it up, although it is
having a more noticeable impact on video sales. In particular, several of the largest video retailers sell
video programming through Internet sites. Approximately $400 million worth of videos (VHS and DVD)
were sold online in 1999. In addition, traditional video retailers are exploring various alternative forms of
electronic entertainment delivery, including video on demand.
120. Last year, we reported on a new home video technology, the personal video recorder
("PVR"), offered by two companies, TiVo, Inc. and Replay TV Inc. (formerly Replay Networks). A PVR
is a device connected to a television set that uses a hard disk drive, software, and other technology to digitally
record and access programming. PVR technology allows a consumer to pause, replay, rewind, fast forward
and otherwise time-shift even live television programs. While PVRs cannot play prerecorded videocassettes
or DVDs, they make it relatively simple to record pay-per-view signals from digital platforms, such as DBS,
and provide the user with the same level of control over the playback of a movie as home video provides.
One source reports that 95,000 PVRs have been sold thus far. Other sources provide widely varying
estimates, from 100,000 to 750,000, for the number of homes with PVRs by year end 2000. In the last
year, TiVo and ReplayTV have joined with MVPDs, equipment manufacturers, advertisers, and programmers
to incorporate PVR technology into set-top boxes and develop content specifically for PVRs. For example,
both PVR services have entered into agreements with major cable MSOs to offer their services to
subscribers. Universal Pictures is partnering with ReplayTV for an interactive advertising campaign and
TiVo established a program that allows advertisers to load up to 30 minutes of content onto the TiVo hard
drive. Also, a combined DBS/PVR receiver, developed by TiVo and DirecTV, became available in the fall
of 2000. In addition, EchoStar offers a set-top box, the DISHPlayer, with PVR capabilities. In this
regard, recently ReplayTV announced that it would no longer sell PVRs directly to consumers, and that it
would focus on licensing its technology to cable and other television-oriented companies.
 A. Local Exchange Carriers
121. The 1996 Act amended section 651 of the Communications Act in order to permit telephone
companies to provide video services in their telephone service areas. According to the statute, common
carriers may: (1) provide video programming to subscribers through radio communications under Title III of
the Communications Act; (2) provide transmission of video programming on a common carrier basis under
Title II of the Communications Act; (3) provide video programming as a cable system under Title VI of the
Communications Act; or (4) provide video programming by means of an open video system ("OVS").
122. In the 1999 Report, we noted that it appeared that the rate of entry might have been slowing
by even the most aggressive LECs, and that several LECs had reduced or eliminated their MVPD efforts.
This trend continued and accelerated this year. Most incumbent local exchange carriers ("ILECs") are
seeking to sell their MVPD facilities, preferring instead to market DBS services to their customers. The
exception to this trend is BellSouth, which continues to pursue a number of methods for providing MVPD
service. Overall, it appears that there is a diminished likelihood that ILECs will be a major competitive force
in the MVPD market, at least not over ILEC-owned and operated facilities. Some companies that function as
competitive local exchange carriers ("CLECs"), most notably RCN, however, continue to pursue MVPD
entry and competition aggressively.
123. MMDS. BellSouth had been the largest LEC investor in MMDS licenses and systems.
Since the 1999 Report, BellSouth has launched digital MMDS services in Jacksonville and Daytona Beach,
Florida. BellSouth's MMDS service areas cover approximately 3.5 million homes in Florida, Georgia,
Louisiana, and Kentucky. BellSouth announced in December 2000, however, that it would shut down its
MMDS systems, and transition its subscribers to EchoStar's DBS service. In addition, as previously
reported, GTE operates a digital MMDS system in Oahu, Hawaii. Following its merger with Bell
Atlantic, however, GTE (now Verizon) reportedly is seeking to sell all of its video programming assets.
124. In-Region Cable Franchises. Previously, Ameritech had been the most significant LEC
provider of in-region cable service. In the 1999 Report, we indicated that Ameritech, now owned by SBC,
had suspended deployment of new cable operations and suspended negotiation of new franchise agreements.
More recent news reports indicate that SBC is seeking to sell Ameritech's cable assets. These reports indicate
that SBC is considering three options: (1) selling the cable systems; (2) entering into a joint venture for the
cable operations and retaining some of the fiber for telecommunications uses; or (3) continuing operation of
the cable systems, but without signing new franchises. No final determination by SBC on these options has
been reported.
125. At the time of the 1999 Report, in addition to its MMDS properties, BellSouth had acquired
21 cable franchises with the potential to pass 1.4 million homes, was providing cable service in 12 of its
franchise areas, and was negotiating with localities for additional franchises. This remains the case. We
previously reported that GTE held ten competitive cable franchises, and one non-competitive franchise. As
stated above, however, Verizon is seeking to sell these assets.
126. SNET, now also owned by SBC Communications, holds a statewide cable franchise in
Connecticut, and currently offers service to 30,000 subscribers in 29 localities. We previously reported
that, on August 25, 1999, SNET applied for and received permission from the Connecticut Department of
Public Utility Control ("DPUC") to suspend construction of its statewide network. Subsequently, SNET
filed with the DPUC for permission to discontinue cable television service in Connecticut. This application
is currently unresolved, and it is unclear what will ultimately happen to SNET's existing video assets.
127. U S West offers video, high-speed Internet access, and telephone service over existing copper
telephone lines using very high speed digital subscriber line ("VDSL") in Omaha, Nebraska, and Phoenix,
Arizona. U S West remains the only company in the country using VDSL for video distribution, and
reportedly has 31,000 subscribers in Phoenix and 20,000 in Omaha. Following U S West's merger with
Qwest, however, Qwest CEO Joseph Nacchio indicated in an interview that the company would halt
expansion of VDSL service until the capital costs of setting up the service fall by 40 percent per subscriber.
128. OVS. Although OVS is one of four means for LEC entry into video, the OVS rules do not
preclude non-LECs from becoming OVS operators. Therefore some of the companies certified to provide
OVS service are not LECs. The Commission has certified 25 OVS operators to offer OVS service in 50
areas, with some of the areas overlapping.
129. RCN is by far the largest OVS operator in the country, both in terms of certifications and in
number of subscribers. RCN operates OVS facilities in New York City, Washington, D.C., Gaithersburg,
Maryland, South San Francisco, California, and some of the suburbs surrounding Boston. RCN has
additionally been certified as an OVS operator in the city of Boston, Northern New Jersey, Philadelphia, Los
Angeles, Chicago, Portland, Oregon, Seattle, Washington, and Phoenix, Arizona. RCN reports that it
prefers to initiate service as an OVS operator, but that it will switch to a traditional cable franchise if the local
franchising authority prefers. Thus, in some of the areas listed above, such as Boston, RCN started out as
an OVS operator, but subsequently became a Title VI franchisee after negotiations with the local franchising
authority. RCN reports that it has 292,000 video subscribers, but does not indicate how many of these
subscribers are served over OVS.
130. RCN reports that its business plan is unique in three ways. The first is that the networks that
RCN is building are the most advanced in the world. Second, RCN's business plan is dependent upon
delivering bundles of service (i.e., video, high-speed Internet, and local and long distance telephone together)
to customers as opposed to individual services, thus generating multiple revenue streams and higher
penetration rates. Third, RCN is concentrating on entering markets with high population densities, thus
lowering the per customer cost of offering service.
131. Satellite. We have previously reported on LEC efforts to market DBS services. These
cross-marketing efforts continue. In addition, this year BellSouth announced that it would begin its own
medium-power satellite service. BellSouth later indicated, however, that it would not launch the service.
132. Barriers to Competition. RCN reports that it is experiencing multiple barriers to competitive
entry. It claims that the major barriers are anticompetitive tactics of incumbent cable companies, delays in
gaining access to local rights-of-way, pole attachment delays and excessive rates, adverse or delayed
Commission decisions, and the inability to gain access to MDU inside wiring. Two examples given of
anticompetitive tactics are cable incumbents seeking sensitive information from RCN under the OVS rules and
denial of vital local programming, especially sports programming delivered terrestrially. RCN indicates
that an inability to carry local sports programming will, in some markets, lower potential penetration rates to
the point at which it will be unprofitable to enter. Delays in gaining access to local rights-of-way typically
are due to prolonged negotiations with local franchising authorities, particularly involving financial and
service obligations.
133. RCN urges the Commission to extend the program access exclusivity rules beyond their
scheduled sunset in 2002. RCN further requests that the process employed in the relevant proceeding
involve a more dynamic, "face-to-face" process than the traditional "notice-and-comment rulemaking"
procedure. Finally, RCN emphasizes the importance of access to sports programming to the survival of
entrants into the MVPD market.
 A. Electric and Gas Utilities
134. Since the 1999 Report, several electric and gas utilities have announced, commenced, or
moved forward with ventures involving multichannel video programming distribution. Utilities are not yet
major competitors in the telecommunications or cable markets. However, as previously reported, they
generally possess characteristics, such as ownership of fiber optic networks and access to public rights-of-
way, that potentially could make them competitively significant. Moreover, deregulation of utilities,
accompanied by the advent of competition, is prompting more utilities to diversify and find new revenue
streams.
135. Starpower, a joint venture between RCN and Potomac Electric and Power Company
("PEPCO") in the Washington, D.C., area continues to expand the area in which it offers service. We
previously reported on the activities of Seren, a wholly owned subsidiary of Minneapolis-based Northern
States Power. Both Seren and RCN offer voice, video, and high-speed Internet access services over
integrated networks. In addition to the communities Seren was serving, or had applied for franchises to serve
last year, comments indicate that Seren has begun offering cable and high-speed Internet access service as a
cable overbuilder in Sartell and Sauk Rapids, Minnesota. Seren is also offering service in the San
Francisco Bay area, and has a franchise in Walnut Creek, California. Finally, reports indicate that Seren
has expressed interest in offering service in Charlotte, North Carolina.
136. Siegecom, funded by Blackstone Capital and a joint venture of Southern Indiana Gas and
Electric and Utilicom, is offering service in Evansville and Newburg, Indiana. Siegecom currently has 14,000
subscribers and targets a total of 120,000. Siegecom offers a bundle of voice, video, and data access
services, and has approached 22 other Indiana cities about obtaining franchises. Digital Union, a subsidiary
of the local utility in Austin, Texas, plans to overbuild the incumbent cable operator. Finally, Braintree,
Massachusetts, granted a franchise to the municipal electric utility, Braintree Electric Light Department,
which is expected to begin offering cable service in December 2000.
 CXXXVII. Market Structure and conditions affecting competition
 A. Horizontal Issues in the Market for the Delivery of Video Programming
138. The video programming market is comprised of two separate but related markets: (a) the
market for the distribution of multichannel video programming to households, and (b) the market for the
purchase of video programming by MVPDs. As explained in earlier reports, the market for the distribution
of multichannel video programming is local in nature, while the market for the purchase of video programming
by MVPDs is regional and national in nature. In the distribution market, the buyers are individual
households as well as families living in multiple dwelling units ("MDUs"), and the sellers are MVPDs,
including cable operators and other video service providers such as DBS providers. In the market for the
purchase of video programming, the buyers are MVPDs, and the sellers are programming networks, studios
and programming packagers.
139. In this section, we first review changes in the market for the distribution of video
programming, including changes in the level of competition in that market between July 1999 and June 2000.
In our discussion of competition in the distribution of video programming to households, we also examine
developments unique to MDUs, a significant sub-set of the market. We then review the market for the
purchase of video programming by MVPDs, and examine the effects that changes in concentration among
MVPDs at the regional and national levels have had on this market in the last year.
 1. Competitive Issues in the Market for the Distribution of Video Programming
140. The market for the delivery of video programming to households continues to be highly
concentrated and characterized by substantial barriers to entry which serve to increase the cost of potential
entry into a rival's market. These barriers may include: (a) strategic behavior by an incumbent designed
to raise its rival's costs, e.g., limiting the availability of certain popular programming from rivals; (b) local
and state level regulations, e.g., causing rivals to incur a delay in gaining access to local public rights-of-way
facilities; and (c) technological limitations, e.g., DBS and MMDS line-of-sight problems.
141. While competitive alternatives to the incumbent "wireline" MVPDs are developing and
attracting an increasing proportion of MVPD subscribers, most consumers have limited choices among video
distributors. A relatively small percentage of consumers have a second wireline alternative, such as an OVS
or overbuild cable system, in addition to the traditional incumbent cable operator. While several "wireless"
technologies are used to provide video programming service, DBS is the one wireless technology available to
the majority of subscribers nationwide. Thus, homes are generally passed by only one wireline and one or
more wireless MVPDs. Of the 33,000 cable community units nationwide, 330, or 1 percent have been
certified by the Commission as having effective competition as a result of consumers having a choice of more
than one MVPD. In the Competitive Responses section of this Report, we describe the competitive
response of both the incumbent and the new entrant in several of these communities. Incumbent operators are
most likely to respond to competition by reducing their monthly charge for cable programming services and
equipment, by offering additional channels, or by offering Internet and other telecommunications services.
142. As of March 2000, Ameritech was the largest wireline overbuilder, offering video service to
approximately 300,000 subscribers. However, Ameritech's continued commitment to this market has become
uncertain following its acquisition by SBC. SBC suspended completion and operation of any new cable
franchises previously awarded to Ameritech that were not yet operational. RCN, another prominent
overbuilder, on the other hand, is increasing its presence in major metropolitan areas. As of March 2000,
RCN had approximately 300,000 video subscribers.
143. Several wireless MVPD technologies, including MMDS, SMATV, and DBS, deliver
programming to individual households and MDUs and provide consumers an alternative to incumbent cable
systems. While providing an alternative for some consumers, SMATV systems do not provide service
throughout a local cable franchise area, and MMDS, which often serves larger areas than SMATV service,
offers fewer channels than cable systems. The two principal DBS services are presumed to be technically
available nationwide, although they may not actually be available to subscribers in MDUs or in households
that are not within the line-of-sight of a DBS signal. Changes in the law enacted last year now permit DBS
operators to offer local broadcast network signals in their local television market. This coupled with changes
in DBS operators' marketing strategies are likely to make DBS even more viable as a competitor to cable.
In November 1999, SHVIA eliminated the prohibition on DBS delivery of local network signals into their
local television markets, and DBS operators have begun offering this service in a number of major television
markets. In addition, DBS operators have started to lease both the satellite dishes and set-top boxes, thus
reducing the large upfront costs previously associated with subscription to this service.
144. Recent Developments in the MDU Market. The MDU market is a significant segment of
many local MVPD markets. MDUs comprise a wide variety of high-density residential complexes, including
high and low-rise rental buildings, condominiums, and cooperatives. According to one estimate, there are
currently 21.4 million MDUs in the U.S. That number is expected to grow to 23.3 million by the year
2003. Historically, cable and SMATV operators were the primary providers of MVPD services to MDU
subscribers. More recently, however, DBS has begun to supply programming to operators that serve MDUs
and to MDU residents directly. SMATV operators, also known as private cable system operators, deliver
an integrated package of services to MDUs using a variety of delivery technologies, including one or more
microwave links. Traditional cable operators as well as the DBS providers, DirecTV and EchoStar, serve
this market. Several private cable system operators have joined with DBS operators to provide video
programming to MDUs. According to one report, DBS is projected to gain five million net new DBS MDU
subscribers by 2005 and a corresponding net revenue of $3.5 billion. DBS operators also have formed
marketing-distribution alliances with several LECs aimed at MDUs and the residential market. Such
alliances permit the LECs to offer "one-stop-shopping" for telecommunications services including voice, data,
and video. In May 2000, WSNet of Austin, Texas, announced the launch of a new satellite video service
designed for private cable and small and rural cable companies. Unlike DBS, WSNet provides over 190
digital channels only to SMATV and other small cable operators who in turn distribute these programming
services to their subscribers.
145. Recently, a number of large SMATV cable operators, including OpTel, SkyView, and Cable
Plus, have declared bankruptcy. In addition, SMATV operators, MidAtlantic Communications and
OnePoint Communications, were acquired by cable MSO Comcast and by a regional Bell operating company
("RBOC") Verizon Communications, respectively. According to some analysts these developments have
weakened SMATV's stature as a viable competitor to franchised cable operators in the MDU market.
146. A number of SMATV operators are offering bundled video, voice, and data services in order
to compete more effectively with the traditional cable operators in the MDU market. RCN is one such
company which uses a variety of technologies to serve MDUs, including cable, OVS, and traditional SMATV
systems. RCN is currently providing video programming services in the MDU market in Boston, New York,
Philadelphia, Chicago, San Francisco, and Washington D.C. areas. In the near future, RCN plans to expand
its services to New Jersey, Baltimore, Los Angeles, Portland, Seattle, south Florida, and Phoenix metropolitan
areas. In a majority of these areas, RCN offers a combination of video, high-speed Internet access, and
local and long distance telephone services.
147. Competitive Issues in the MDU Market. Commenters raise a number of issues that they
contend adversely affect their ability to serve the MDU market. These include their inability to gain access to
MDU inside wiring due to owners' objections for aesthetic, safety, or practical reasons, exclusive and/or
perpetual contracts between incumbents and MDU owners, and the failure of the Commission's over-the-air-
reception devices ("OTARD") rules which do not cover renters and owners who do not have exclusive use of
areas suitable for antenna installation.
148. Commenters suggest that exclusive or perpetual contracts between incumbent MVPDs and
MDU owners represent a barrier to entry into the MDU market. According to commenters, exclusive
contracts often were entered into before the arrival of alternative MVPDs in the MDU market, and the
continued existence of these contracts prevents the MDU owners and/or their tenants from having an
opportunity to select among competing providers. According to the Independent Cable Telecommunications
Association ("ICTA"), a significant portion of the MDUs in the U.S. are currently covered by perpetual
contracts with incumbent franchised cable operators.
149. DirecTV argues that MDU residents have limited choices among MVPD providers because
exclusive contracts or exclusive "rights of entry" between incumbents and property owners either discourage
new entrants or make it impossible for them to enter the market. ICTA, on the other hand, contends that
exclusive contracts give MDU residents bargaining power to collectively negotiate with several competing
MVPDs for a favorable deal in pricing and services. A single resident or household, however, may not be
able to demand very much in terms of services and pricing discount from MVPD providers.
150. RCN contends that a number of Commission decisions create barriers to entry to markets
including the MDU market. It contends that delayed Commission decisions regarding access to existing inside
cable wiring at a junction box when it is not practical to access the wiring at or near individual units have
thwarted RCN's entry into this market.
151. On October 9, 1997, the Commission adopted a Report and Order and Second Further
Notice of Proposed Rulemaking that amended the cable inside wiring rules to enhance competition in the
video distribution market. The Second Further Notice sought comments on several issues including: (a)
whether there are circumstances where the Commission should adopt restrictions on exclusive contracts in
order to further promote competition in the MDU market; (b) whether the Commission should preempt state
and local mandatory access laws in order to broaden the applicability of the Commission's inside wiring rules;
(c) whether the Commission should exempt small MVPDs from signal leakage reporting requirements; (d)
whether the Commission should extend its rules regarding customer access to cable inside wiring before
termination of service to cover all MVPDs in the same manner that they apply to cable operators; and (e)
whether to allow MDU owners to require that incumbent MVPDs share their wiring with competitive
MVPDs. The Commission action in this proceeding is pending.
152. In a related action, on October 12, 2000, the Commission adopted measures to enhance the
ability of competing telecommunications providers to provide services to customers in residential and
commercial buildings or other multiple tenant environments ("MTEs"). The adopted measures included a
determination that utilities, including LECs, must afford telecommunications carriers and cable service
providers reasonable and nondiscriminatory access to conduits and rights-of-way located in customer
buildings and campuses, to the extent such conduits and rights-of-way are owned or controlled by the utility.
The Commission also sought additional comments on whether it should extend its cable inside wiring rules to
facilitate the use of home run wiring by telecommunications service providers where an incumbent cable
provider no longer has a legal right to maintain its home run wiring in the building.
153. DirecTV asserts that the Commission's OTARD rules should be expanded to cover common
areas for MDU residents. On November 20, 1998, the Commission extended the OTARD rules to allow
renters to install antennas within their "exclusive use" areas, i.e., apartments, homes, gardens, patios, terraces,
and balconies. The rules, however, do not extend to the installation of antennas on common property or on
property to which a viewer does not have a right of access. DirecTV states that while the Commission's
OTARD rules have encouraged some MDU landlords and owners to use a single dish for reception to prevent
"dish clutter," the rule should be extended to renters and owners who do not have exclusive use of areas
suitable for satellite reception.
 1. Competitive Issues in the Market for the Purchase of Video Programming
154. As explained in the 1998 Report, buyers in the market for the purchase of video
programming are MVPDs, including cable operators and other video service providers, and the sellers are
primarily non-broadcast programming networks. This market tends to be regional or national since
programmers seek to develop networks much broader than local cable franchise areas. For example, some
programming services are intended for a nationwide audience (e.g., CNN, USA) while others seek a regional
audience (e.g., New England Sports Channel).
 a. The Regional Market
155. For the past several years, cable operators have engaged in a regional strategy called
"clustering." Many of the largest MSOs have concentrated their operations by acquiring cable systems in
regions where the MSO already has a significant presence, while giving up smaller holdings scattered across
the country. This strategy is accomplished through purchases and sales of cable systems, or by system
"swapping" among MSOs.
156. Competitive Issues Related to Clustering. Commenters contend that clustering of cable
systems can create greater economies of scale and scope. It enables cable operators to offer a wider variety of
broadband services at lower prices to customers in geographic areas that are larger than single cable franchise
areas. Clustering can thus make cable operators more effective competitors to LECs whose local service
areas are usually much larger than a single cable franchise area. The General Accounting Office, in its
report on the changing status of competition to cable television, also found that ownership ties and clustering
strategies may provide cost savings and possible competitive advantages. In addition, Commenters point
out that clustering enables cable operators to: (a) defray costs over a number of systems and a larger
subscriber base; (b) deliver a higher quality of signal to consumers; (c) offer more local and regional
programming for consumers; (e) provide better customer service and fewer outages; (f) create more efficient
interconnections which enhance educational and governmental uses; (g) develop more attractive joint
consumer promotions and discounts with area retailers and others; and (i) increase advertising revenues which
can, in turn, be used to offset a portion of programming and system upgrade expenses.
157. In the 1999 Price Survey Report, the Commission reported that cable operators that were
part of a cluster had, on average, higher monthly rates than operators that were not part of a cluster (i.e., a
positive relationship was found to exist between average monthly rates and clusters). AT&T contends that
the Commission's 1999 Price Survey Report incorrectly characterized the effects of clustering on average
monthly cable rates. More specifically, AT&T argues that the Commission in its study failed to account for
the number of subscribers by not weighting monthly prices paid for a package of service by the number of
subscribers taking such a package. AT&T further contends that the Commission failed to include pertinent
variables, such as the availability of Internet access and local telephony, in the regression equation estimating
effects of clustering on monthly rates. AT&T reported finding an inverse relationship between average
monthly rates and a clustering variable when it re-estimated the Commission's regression equation using 1999
Price Survey data but weighting average monthly rates by the number of subscribers. AT&T also estimated
a modified version of the Commission regression equation using 1999 Price Survey data which included four
additional variables: (a) the availability of Internet; (b) availability of telephony services; (c) number of
franchise subscribers; and (d) number of subscribers taking a particular package of services.
158. In order to test the validity of AT&T's assertions, we modified the regression equation
presented in the 1999 Price Survey Report and added a subscriber variable (reciprocal of system subscribers)
to the equation as AT&T suggested. This variable was similar to the subscriber variable used in earlier
Commission analyses of the demand for cable services. Using 1999 Price Survey data, we estimated the
modified regression equation and the results again showed a positive relationship between clustering and
average monthly rates. More specifically, the sign, magnitude, and statistical significance of the coefficient
for the cluster variable was similar to the coefficient reported in the 1999 Price Survey Report. While
clustering may help reduce programming and other costs as claimed by commenters, our findings show that
these lower costs are not being passed along to subscribers in the form of lower monthly rates.
159. Several commenters assert harmful effects of clustering and regional concentration on
program distribution. BellSouth argues that since a programming service cannot be successful without
access to a critical mass of subscribers, programmers are becoming more reliant on large, well-clustered
MSOs that effectively control distribution on a national or regional scale. Commenters also argue that
clustering can facilitate evasion of the Commission's program access rules. Specifically, it is likely that cable
systems in a large cluster will be linked through a fiber optic network enabling operators to offer
telecommunications services as well as a cost-efficient means of delivering programming to its systems.
However, if MSOs have an ownership interest in programming, fiber optic networks may give them an added
incentive to "migrate" programming from satellite delivery to terrestrial (fiber optic) delivery because only
satellite delivered programming is subject to the program access rules. Therefore, a vertically integrated
incumbent may be able to prevent competitors from gaining access to terrestrially delivered programming.
160. Recent Developments in Clustering. Since the previous report, cable MSOs have continued
to undertake or announce system mergers, acquisitions, divestitures, swaps, and joint ventures in order to
create regional clusters of contiguous cable systems. Most of these transactions resulted in the expansion
of existing regional clusters of cable systems. AT&T, for example, has major clusters in Chicago, San
Francisco/Oakland/San Jose, and Dallas, serving nearly 80 percent of the cable subscribers in those areas.
Similarly, Comcast's major clusters are in the Washington/Baltimore, Philadelphia, and Detroit areas.
Charter is building major clusters in the Los Angeles area and in the Pacific Northwest. Cablevision has a
very large cluster in the New York area. Clustering is not limited to incumbent cable MSOs. For example,
RCN, an overbuilder, generally builds its systems in clusters around major cities. In December 1999, RCN
announced acquisition of Chicago-based 21st Century Telecom Corporation creating a cluster in the Chicago
area.
161. Between July 1999 and June 2000, there were a total of 52 transactions having an aggregate
value of approximately $71 billion and involving 12.7 million subscribers, all intended to increase the size of
existing cable clusters. At the end of 1999, there were 114 clusters with approximately 44 million
subscribers compared to 106 clusters and approximately 40 million subscribers at the end of 1998. In the
largest cluster size category (over 500,000 subscribers), the number of clusters increased by 33.3 percent
between 1998 and 1999, and the number of subscribers in these clusters increased by 21.4 percent.
162. System Mergers and Acquisitions. Several notable mergers and acquisitions occurred
during period from June 1999 to June 2000. On June 5, 2000, the Commission gave a conditioned approval
to the transfer of control of licenses and authorizations from MediaOne Group, Inc. ("MediaOne") to AT&T
Corporation ("AT&T"). In a Memorandum Opinion and Order, the Commission ordered AT&T, within
six months of completion of the merger, to inform the Commission what interests it will divest in order to
come into compliance with the Commission's horizontal ownership and attribution rules. The Commission
concluded that the merged firm without divestitures would serve 41.8 percent of the nation's MVPD
subscribers. At about the same time the Commission approved the AT&T acquisition of MediaOne, GS
Communications announced its intention to sell all its assets to Adelphia Communications. Following this
acquisition, Adelphia will have 700,000 subscribers in its Virginia cluster.
163. In January 2000, America Online, Inc ("AOL"), a leading Internet service provider,
announced its intention to acquire Time Warner for approximately $51 billion. On February 11, 2000, AOL
and Time Warner Inc. ("Time Warner") filed joint applications under sections 214 and 310(d) of the
Communications Act requesting Commission approval of the transfer of control to AOL Time Warner of
licenses and authorizations controlled by AOL and by Time Warner or its affiliates or subsidiaries. The
Federal Trade Commission approved the merger on December 14, 2000, and the Commission is currently
reviewing AOL and Time Warner's petition for merger.
164. System Trades. System-for-system "swaps" or trades enable MSOs to increase their
regional clusters while minimizing financial outlays and avoiding capital gains taxes. Since our last report,
many of the largest proposed swaps, as measured by number of subscribers, involved AT&T and Comcast in
which AT&T agreed to sell 1.25 million of its Lenfest subscribers to Comcast for $5.7 billion in for a stock-
and-debt transaction. This transaction was part of a deal between Comcast and AT&T when the former
agreed to withdraw its bid to acquire MediaOne. In December 1999, Charter and AT&T announced a deal to
swap subscribers in Missouri, Illinois, Alabama, Georgia, and Texas in order to create regional clusters for
both companies. In April 2000, Cablevision swapped approximately 357,000 of its subscribers in Boston for
AT&T's approximately 125,000 subscribers in New York, $878 million in stock, and $284 million in cash.

 a. The National Market
165. Cable operators may have incentives to coordinate their decisions in the market for the
purchase of programming on a national level. Concentration of ownership among buyers in this market is one
indicator that coordinated behavior among buyers will be successful. Economic theory suggests that the level
of competition is positively correlated to the number of firms in the relevant market, provided that there are no
barriers to entry in the market. Concentration alone is not sufficient to determine whether a market is
noncompetitive. If it is easy for new participants to enter the market, for example, highly concentrated
markets may behave competitively.
166. Competitive Issues. Several commenters raise concerns about the anticompetitive effects of
horizontal concentration of ownership on the purchase of programming. BellSouth, for example, contends
that programmers offer steep volume discounts exclusively to large MSOs that do not compete with each
other. EchoStar argues that the significant bargaining power of large MSOs in obtaining programming
presents a barrier to entry.
167. Another concern is that the excessive concentration of ownership may create "media
gatekeepers" that could potentially bar entry of new programmers and reduce the number of media voices
available to consumers. In the 1992 Cable Act, Congress recognized the potential harm of excessive
concentration of ownership on new programming, and directed the Commission to place limits on the
concentration of ownership of cable systems at the national level. At the same time, Congress also
recognized the potential benefits to subscribers resulting from the size and scale of MSOs. In 1993, the
Commission adopted a horizontal ownership limit prohibiting any person from having an attributable interest
in cable systems that in the aggregate reach more than 30 percent of cable homes passed nationwide. The
30 percent rule was intended to strike a balance between: (a) limiting the possibility that large cable MSOs
might exercise excessive market power in the purchase of video programming; and (b) ensuring that cable
operators could continue to benefit from economies of size in order to encourage investment in new video
programming delivery technology and the deployment of other advanced technologies and services.
168. Recognizing changes in the MVPD market, the Commission amended its horizontal
ownership and related attribution rules in October 1999. The revised cable horizontal ownership rules went
into effect on May 19, 2000, the date that the United States Court of Appeals for the District of Columbia
Circuit upheld the constitutionality of section 613(f)(1)(A) of the Communications Act. Under these rules,
calculation of the horizontal limit is based on MVPD subscribers served rather than cable homes passed. In
addition, the calculation of ownership limits in the new rules is based on all MVPD subscribers and not solely
on the number of cable subscribers. For example, although DBS providers pass almost every home in the
country, DBS provides service to approximately 15 percent of all MVPD subscribers. This change reflects
the changing nature of the national market for the purchase of video programming and, specifically, the
growing importance of DBS in that market.
169. The Commission's new horizontal ownership rules prohibit any person from having an
attributable interest in cable systems that in the aggregate reach more than 30 percent of MVPD subscribers
(as opposed to cable homes passed) in the U.S. The 30 percent limit on ownership balances the interests of
new cable programming networks and cable operators. Although a lower ownership limit would likely reduce
the chances of collusion among cable operators and thereby increase a new cable network's chances of
carriage, an ownership limit of 30 percent permits cable operators to acquire and cluster systems in order to
gain efficiencies related to economies of scale and scope resulting in lower administrative costs, enhanced
deployment of new technologies and services, and encouraging the extension into previously unserved areas.
170. In the Horizontal Ownership Limits Order Third Report and Order, the Commission held
that all parties in violation of the rules on May 19, 2000, must come into compliance with the rules within 180
days of that date. The Consumer Federation of America filed a petition for reconsideration of the Horizontal
Ownership Limits Order on January 3, 2000. The comment period on the petition is now closed, and a
decision is pending. The D.C. Circuit heard oral argument on petitions for review of the Horizontal
Ownership Limits Order on October 17, 2000.
171. Concentration in the National Market for the Purchase of Video Programming. Over the
past year, cable operators continue to be the primary purchasers in the national market for the purchase of
multichannel video programming. Since MVPDs pay for the programming they purchase on a "per-
subscriber" basis, we used publicly available MVPD subscriber data to determine level of concentration in
this market. We found that cable operators controlled 80.19 percent of the total MVPD subscribers. At the
same time, non-cable MVPDs continued to increase their share of the MVPD market which translates into
increased program purchasing in that market. For example, DirecTV's share of the MVPD market increased
from 9.23 percent in 1999 to 10.28 percent in 2000. Similarly, the share of EchoStar, another non-cable
MVPD, increased from 3.23 percent in 1999 to 5.11 percent in 2000.
172. The top four purchasers of video programming for distribution to the household or MDU
market are AT&T (with a share of 19.07 percent of all MVPD subscribers), Time Warner (with a share of
14.92 percent), DirecTV (with a share of 10.28 percent), and Comcast (with a share of 8.43 percent). The
share of subscribers of these top four MVPDs has declined slightly over the past year. In 1999, the four
MVPDs with the largest subscribership served 53.94 percent of all MVPD subscribers. In 2000, the top
four MVPDs served 52.70 percent of all MVPD subscribers nationwide. However, the share of subscribers
served by the top ten MVPDs increased by more than eight percentage points between 1999 and 2000 from
74.95 percent in 1999 to 83.90 percent in 2000.
173. To assess the potential for market power resulting from concentration in the market for the
purchase of programming, we employ the Herfindahl-Hirschman Index ("HHI"). We used the reported
MVPD shares to calculate HHI figures. The nationwide purchaser MVPD HHI is 954 considered
"unconcentrated" under the Merger Guidelines. The HHI for 2000 is 31 points higher than the HHI of 923
reported last year.
174. To summarize, our examination of national MVPD concentration currently reveals that the
market for the purchase of video programming by MSOs is less concentrated than the market for the
distribution of video programming to consumers which remains highly concentrated. In the regional and
national markets for the purchase of video programming, a number of large MSOs are consolidating their
subscriber base, although the share of the two largest MSOs (AT&T and Time Warner) has declined during
the past year. For example, AT&T's share of MVPD subscribers fell from 20.50 percent in 1999 to 19.07
percent in 2000. Time Warner's share changed slightly from 15.95 percent in 1999 to 14.92 percent in 2000.
Although, shares of the top four largest MSOs have declined slightly since last year, shares of MSOs ranked
5th to 10th increased relatively sharply between 1999 and 2000. Overall share of the top 10 largest MSOs
increased from 74.95 percent in 1999 to 83.90 percent in 2000. This explains a slight increase in HHI
between 1999 and 2000.
 A. Vertical Integration and Other Programming Issues
 1. Status of Vertical Integration
175. This section updates the status of vertically integrated video programming networks in the
MVPD market. Vertical integration occurs where a video programming distributor has an ownership interest
in a video programming supplier or vice versa. These vertical relationships may have beneficial effects,
or they may deter competitive entry in the video marketplace and/or limit the diversity of programming.
176. The total number of programming networks has grown and cable operators continue to
consolidate and develop new ownership interests. The proportion of vertically integrated channels however,
continues to decline. In 2000, there were 281 satellite delivered national programming networks, a decrease
of two channels since 1999. Of the 281 networks, 99 networks, representing 35 percent, were vertically
integrated with at least one cable MSO. This is a decrease of two percent from 1999 when 104 of 283, or
37 percent, of national programming networks were vertically integrated.
177. One or more of the top five cable MSOs holds ownership interests in each of the 99 vertically
integrated services. AT&T, the nation's largest MSO, has interests in 64 national programming networks
through its subsidiaries AT&T Broadband and Liberty Media, or 23 percent of all programming networks.
In 1999, MediaOne held ownership interests in 12 national programming networks, representing four percent
of programming networks. In June 2000, AT&T and MediaOne merged and MediaOne became integrated
with AT&T Broadband. Cox Communications has interests in 28, or ten percent of all programming
networks. Time Warner has an ownership interest in 34, or 12 percent of all programming networks.
Comcast has ownership interests in 19 networks, which account for seven percent of all programming
networks. Cablevision, through its programming subsidiary, Rainbow Media, owns 10 national programming
networks, approximately four percent of all programming networks.
178. Vertical integration is not only associated with the largest cable system operators, but also the
programming networks with the largest number of subscribers. Currently, nine of the top 20 video
programming networks ranked by subscribership are vertically integrated with a cable MSO. In 1999, eight
of the top 20 were vertically integrated. However, it appears that a significant amount of video programming
is controlled by only 11 companies, including cable MSOs, broadcasters, and other media entities. Of the
top 20 programming networks in terms of subscribership, more than half (i.e., 12) are owned by one or more
of these 11 companies, with nine of these networks vertically integrated with cable MSOs. In addition, 11
out of the top 20 video programming networks ranked by prime time ratings are vertically integrated with
cable MSOs.
179. This year we found 66 programming services that have been planned but are not yet
operational, an eight percent decrease from the 1999 Report's count of 72 planned services. According to
some sources, analog channel capacity is becoming scarce and may account for the slow down in the
launching of new programming networks. The planned services count includes some overlap from previous
years because it can often take several years from the announcement of a new programming network to its
launch and initiation of service. For example, several of the 72 planned services counted in previous Reports
have been launched during the past year and are now operating, while others have been aborted for various
reasons.
 1. Other Programming Issues
180. As in previous years, this year's Notice requested comment on a number of programming
issues apart from vertical integration and the status of existing and planned programming services. The
Notice sought comment on the effectiveness of our current program access rules and whether the current scope
of the program access rules are appropriate. The Commission also requested comment on the requirement that
the Commission begin a proceeding to review cable programming exclusivity and cable program access rules
and determine whether to preserve these rules or allow them to sunset. The Notice also asked if there are
specific types of programming (e.g., movie, sports, or news channels) considered essential to the success of a
programming distributor. Finally, the Commission sought new information about public educational and
government ("PEG") access channels, a la carte offerings, and the effect of increased programming costs on
rates charged to subscribers among other programming issues.
181. Program Access. The Commission's rules on competitive access to cable programming
prohibit unfair and discriminatory practices by vertically integrated cable operators. The rules seek to
promote competition and diversity in the multichannel video programming market by preventing vertically
integrated programming suppliers from favoring affiliated video distributors over unaffiliated MVPDs in the
sale of satellite-delivered programming. The program access rules apply to cable operators and to
programming vendors that are affiliated with cable operators and deliver video programming via satellite to
an MVPD. The rules prohibit any cable operator that has an attributable interest in a satellite cable
programming vendor from improperly influencing the decisions of the vendor with respect to the sale or
delivery, including prices, terms, and conditions of sale or delivery, of satellite delivered programming to any
unaffiliated MVPD. The rules also prohibit vertically integrated satellite programming distributors from
discriminating in the prices or terms and conditions of sale of satellite-delivered programming to cable
operators and other MVPDs. In addition, cable operators generally are prohibited from entering into exclusive
distribution arrangements with affiliated programming vendors. DBS providers, however, are not subject to
most of the program access rules and are allowed to enter into exclusive programming arrangements.
182. The prohibition on cable exclusivity in the program access rules ceases to be effective on
October 5, 2002, unless the Commission finds the prohibition continues to be necessary to preserve and
protect competition and diversity in the distribution of video program. The Commission is required to begin
a proceeding to review these rules in 2001. In the Notice, the Commission sought comment on the required
review of the rules' sunset.
183. DirecTV and others urge the Commission to carefully examine this law in the context of the
sunset provision, particularly in light of technical advances that have diminished the costs of terrestrial
delivery and clustering that facilitates terrestrial delivery that allows cable operators to insulate themselves
from the program access requirements. NCTA notes that the rules were intended to prevent incumbent
cable operators from denying programming to new entrants and thereby ensure that consumers have a choice
of providers. NCTA asserts that the current MVPD landscape is competitive and surpasses anything that
Congress or the Commission could have imagined in 1992. Therefore, they argue, sunset of the rules is
justified.
184. Several commenters maintain that, despite the presence of the program access rules, lack of
access to programming, especially sports programming, remains a significant barrier to entry and an
impediment to the successful development of a competitive MVPD business. According to these
commenters, vertically integrated cable operators maintain a high degree of market power that enables them
to dominate the programming market. NCTA disputes these assertions and points to the success and
continued growth of DBS and other competitive MVPDs as evidence that the program access rules have
served their purpose and should be allowed to sunset.
185. NCTA opposes any change in the scope of the current rules and dismisses concerns related
to the so-called "terrestrial migration" of channels from satellite delivery to terrestrial delivery. The
Commission has declined to apply the program access rules or equivalent restrictions to terrestrially delivered
programming. In the Program Access Order, the Commission maintained that there were "no indications
at this time that terrestrial delivery of programming formerly delivered by satellite is a significant competitive
problem." The Commission indicated, however, that if a trend developed where vertically integrated
programmers began to switch from satellite delivery to terrestrial delivery for the purpose of evading the
Commission's rules, it would "consider an appropriate response to ensure continued access to
programming." Nevertheless, several commenters assert that terrestrial migration weakens the intent of
program access rules and threatens the development of a competitive MVPD market. In addition, EchoStar
recommends that the Commission use a more general provision of the program access rules, the unfair
practices provision, as an umbrella under which the actions and contracts of unaffiliated programmers or
programming delivered terrestrially may be covered.
186. Sports Programming. Regional sports programming, continues to be an important segment
of programming for video distributors. The comments of RCN, in particular, stress the importance of sports
programming to video competitors. According to a survey commissioned by RCN, between 40 and 58 percent
of cable subscribers would be less likely to subscribe to cable service if it lacked local sports. Of the 75
regional cable channels counted in this year's report, 27, or 36 percent, are sports channels.
187. The largest sports programming network, ESPN, owned by Disney, reaches 76 million
television households. While ESPN dominates national sports programming, regional sports distribution is
dominated by Fox Sports Net, which owns 67 percent (18 of 27) of the current regional sports networks. Fox
Sports Net, jointly owned by News Corp and cable MSO Cablevision Systems, reaches 68 million television
households. Both News Corp. and Disney also have interests in sports teams and sports venues making them
vertically integrated at all levels of the sports industry.
188. Commenters assert that such vertical integration, especially with important sports
programming, gives these programmers incentives to act as gatekeepers and engage in unfair strategies to
control access to sports programming. Commenters note that vertically integrated entities may have an
incentive to shift regional sports networks from satellite to terrestrial distribution and thereby avoid program
access requirements. In addition, where a regional sports network is non-vertically integrated, a video
distributor may enter into an exclusive contract with the program provider and, thus, deprive rivals of the
programming.
189. DirecTV, in its comments, listed 23 regional sports networks (including 16 Fox Sports
Networks) that are carried on its system. DirecTV carries regional sports networks in every regional sports
market except Philadelphia were it was refused access to Comcast's SportsNet. Comcast, in its annual
reports, remarks that its regional sports channel, SportsNet, provides a significant marketing advantage
against satellite and other competitors.
190. EchoStar states that exclusivity deals between video programming distributors and sports
leagues constitute a "significant impediment" to the promotion of stronger competition in the video distribution
marketplace. Where a regional sports channel is non-vertically integrated, a cable MSO may enter into an
exclusive contract with the program provider.
191. Clustering is also said to have an impact on access to sports programming. In the 1999
Report, we noted that because most sports programming affiliate fees are based on subscriber volume, only
well clustered, large MSOs can take full advantage of programming discounts.
192. Finally, it appears that more and more sports programming is distributed via cable in lieu of
other outlets. Broadcasting & Cable magazine, in its annual survey of sports programming, notes that an
increasing number of baseball games are being shown on cable rather than on broadcast television. The
number of regular season baseball games on regional cable networks grew 5.5 percent over last year
according to Broadcasting & Cable. The industry magazine estimates that cable will air 123 more baseball
games in 2000 than it did in 1999 and that cable networks will carry 760 more baseball games (2,310 versus
1,550) than broadcast television will air. This migration of games to cable is seen as an ongoing trend. Fox
Sports Net, through an agreement with major league baseball, now has the cable rights to 27 of the 30 major
league baseball teams.
193. News Programming. Local news channels have been on cable since at least 1986, when
Cablevision Systems launched News 12 Long Island. This year, of the 75 regional programming networks
counted, 40 percent (30 networks) are regional news networks. Unlike sports programming, regional and local
news networks have a more diverse ownership. A number of regional news networks are vertically integrated
with cable MSOs but many are not.
194. Most regional news networks cover a single city or other limited geographic market, or
subsections of that market (the New York City metropolitan area alone has six news channels). A handful
of regional news networks, however, have elected to broaden their coverage. Statewide news channels are
operating in Massachusetts, Texas, and Ohio. New England Cable News ("NECN"), is the oldest and most
successful regional news network. NECN reaches almost 2.5 million households, approximately 64 percent
of cable homes in the six-state region it serves. In the Boston market, the channel can be seen in 92 percent
of cable homes.
195. PEG Programming. Public, educational, and government ("PEG") channel set-asides are
often required on cable systems by local franchising authorities. Approximately 15 percent of all cable
systems carry PEG programming. Cable operators do not have ownership interests in PEG access
programming, although some franchise agreements require that they provide services, production facilities,
and equipment for the production of local programming. PEG programming is not, therefore, considered
vertically integrated.
196. 70/70 Benchmark. Section 612(g) of the Communications Act provides for the Commission
to promulgate rules necessary to provide diversity of information sources when cable systems with 36 or more
channels are available to, and subscribed to by, 70 percent of U.S. households. In the Notice, we asked
whether the so-call "70/70" benchmark had been met and sought comment on how the Commission should
implement this requirement. NCTA argues that the benchmark has not been met because, while cable systems
with 36 or more channels are available to more than 70 percent of household in the US, only 65.5 percent of
households subscribe to those systems.
197. Citing the legislative history, NCTA further states that section 612(g) was intended solely to
authorize the Commission to regulate the rates, terms, and conditions of leased access channels and not cable
rules generally. AT&T supports NCTA's conclusions with respect to the 70/70 benchmark asserting that
the statute applies solely to modifications to the leased access requirements and cannot be the basis for
promulgating rules unrelated to leased access.
198. Paxson, however, disputes the arguments of NCTA and AT&T and urges the Commission to
take advantage of the broad authority of the 70/70 benchmark to adopt rules to remove and/or limit access to
adult programming on cable in order to promote diversified, family programming.
199. A La Carte/Unbundling of Cable Programming Services Tiers. In the Notice, we sought
information on the extent to which MVPDs offer or plan to offer consumers programming choices on an "a la
carte" or individual channel basis rather than in tiers of channels. Currently, the majority of programming
networks are offered in tiers. Premium channels, such as HBO and Showtime, and some sporting events, such
as boxing, are offered on an a la carte basis.
200. Unbundling of programming tiers is sometimes thought to provide more subscriber choice and
greater competition among program services. However, operators maintain that tiering enables delivery of
MVPD programming at the lowest per channel costs. In addition, if a cable subscriber does not have an
addressable set-top box, a la carte delivery is not always technically feasible. It is also thought that
subscribers are more likely to view new programming channels that are bundled on a tier with established
programming.
201. In the 1999 Report, we reported that some parties thought that the sunset of cable rate
regulation and the growth in digital channels would serve as an incentive for cable operators to be more
flexible in their packaging of programming channels. While this trend has not developed, the effect of
digital upgrades, and the resulting ability to deliver more channels of programming, on how programming is
packaged continues to be discussed. NBC President Bob Wright, for example, asserts that digital technology
will allow programming distributors to package programs and even portions of programs, e.g. a music video,
as data bundles that can be sold on a pay-per-view basis or as a la carte service.
202. SAP Channel. The second audio program ("SAP") channel allows a video distributor to
transmit an additional soundtrack. When the SAP channel is being used, a viewer can choose between the
primary soundtrack and the additional, or second, audio track transmitted with the program. The SAP
channel is most frequently used for alternative languages and video description. Video description is the
description of key visual elements in programming inserted into natural pauses in the audio of the
programming. It is designed to make television programming more accessible to the many Americans who
have visual disabilities. On July 21, 2000, the Commission adopted rules that provide for the use of the SAP
channel by large broadcast and cable television networks to provide programming with video description.
In the Notice, we sought comment on SAP channel capacity in order to assess how this technology is being
deployed.
203. Although we did not receive specific information about SAP channel capacity resulting from
upgrades, we have found that some video programming distributors currently use the SAP to offer the choice
between simultaneous English and Spanish audio. Each of the top four commercial broadcast TV networks
has provided a Spanish language soundtrack as a second audio program, on at least an occasional basis.
For example, ABC simulcasts its evening news and Monday Night Football in Spanish. HBO uses its SAP
channel to provide a Spanish soundtrack for many of its programs and movies. There has been some limited
use of the SAP channel for video described programming. PBS currently distributes a variety of regularly
scheduled programming with video description, including Arthur, Mister Rogers' Neighborhood, Mystery!,
Nova, Masterpiece Theatre, and Nature. Turner Classic Movies offers video described movies every
Sunday evening and other described programming throughout the week. In addition to Spanish language
and video description, the Weather Channel recently announced plans to use the SAP to add audio segments
to the local weather inserts that appear during its programming.
204. Electronic Programming Guides. Electronic Programming Guides ("EPG"s) continue to
raise concerns because of their potential to influence channel selection and facilitate current and future
interactive television functions. In addition, recent law suits between Gemstar-TV Guide, the leading EPG
firm, and DBS operator EchoStar have raised antitrust and copyright infringement issues. The Commission
has stated that it is "committed to encouraging the development of the market for electronic programming
guide services."
205. On February 22, 2000, an agreement was reached between the Consumer Electronics
Association ("CEA") and NCTA concerning the provision of program schedule and other information to
support the navigation function of DTV receivers, including on-screen program guides or EPGs. The
Commission anticipates that the implementation of the agreement will result in the adoption of certain
standards for EPGs and will continue to monitor the progress made in implementing the agreement.
206. Programming Costs. The Commission's most recent report on cable industry prices ("1999
Price Survey Report") asked cable operators to describe factors that led to changes in their rates. Both
competitive and noncompetitive cable operators attributed more than half, 53 percent and 51 percent,
respectively, of their rate increases to increases in programming costs.
207. Cable networks are projected to spend almost $6.5 billion on programming in 2000. This
figure includes all categories of programming - originals, acquisitions, movies and sports - and is double the
expenditures made five years ago. Increased costs for sports programming and increasing competition for
off-network acquisitions are said to be the driving factors in rising programming costs. ESPN, for example,
recently raised its license fees to operators by 20 percent. As a result, ESPN will reportedly cost operators
$1 to $1.20 per subscriber per month. By comparison, most non-sports channels have a licensing fee of less
than 20 cents per subscriber per month.
 A. Technical Advances
208. Cable operators and other MVPDs continue to develop and deploy advanced technologies,
especially digital compression techniques, to increase the capacities and to enhance the capabilities of their
transmission systems. These technologies allow MVPDs to deliver additional video options and other
services (e.g., data access, telephony) to their subscribers. In addition, cable operators continue to rebuild
their cable plants and to upgrade their facilities for bandwidth expansion through other technical means, such
as the electronic component upgrading of existing amplifiers, in order to offer more video programming and
other services. In the last year, there have been a number of developments concerning navigation devices
and cable modems that are used to access the wide range of services offered by MVPDs. In this section, we
address interactive television technologies and update the information provided in the 1999 Report regarding
navigation devices and cable modems.
 1. Interactive Television
209. Interactive television ("ITV") services are beginning to be offered through cable, satellite, and
terrestrial technologies. ITV provides or has the potential to provide a wide range of services, including
video on demand ("VOD"), e-mail, TV-based commerce ("e-commerce"), Internet access, personal video
recorder ("PVR") functionality, programming-related content, and electronic couponing. A cable
subscriber accesses ITV services through a digital set-top box in the home and a content server at the cable
headend. The latest digital set-top boxes cable operators have been deploying to add programming, which
closely resemble mini-PCs, offer enough storage capacity to allow for feature and graphic rich interactive
services. In order to offer interactive services, the cable operator chooses an operating system on the set-top
box and service options. Among the first uses of ITV is VOD. The largest cable operators are beginning
to deploy or are testing VOD, which qualifies as interactive because the consumer chooses when to buy the
programming and gets a personal session with full control. VOD is currently being offered on at least six
large cable systems: Cox systems in San Diego and Phoenix; Time Warner systems in Tampa Bay, Honolulu,
and Austin; and the Charter system in Los Angeles. In addition to movies, the on-demand platform can be
used to offer other specialized programming services (e.g., music videos, children's programming, ethnic
programming) on a subscription or per program basis. One VOD service, Concurrent, is developing a
personal video channel that will offer functionalities similar to a PVR. Beyond VOD, three types of ITV
services are being developed or deployed by companies such as OpenTV. These services are (1) an overlay
on the broadcast channel content, which will be available for free and will look like traditional television
content, (2) a virtual channel that will be used for e-commerce and e-mail, and (3) a service that will allow the
user to access Internet content through television.
210. DBS operators and broadcasters also are entering the ITV market. EchoStar offers its
subscribers an interactive program guide and weather service from OpenTV and will soon launch Wink-
enhanced TV, which allows viewers to use their remote controls to access program-related information,
request product samples or free coupons, or purchase merchandise directly from television. DirecTV is
introducing an ITV-enabled receiver using Microsoft technology and the Wink service that will allow viewers
to record programming for later viewing, respond to on-air promotions using a remote, and use e-mail. Of
the four major television networks, ABC is offering "enhanced TV" for some of its programming that allows
viewers to use their personal computers to access interactive content synchronized with its network
programming (e.g., play along with Who Wants to Be a Millionaire?). NBC offers WebTV enhanced
broadcasts, primarily for news and sports, and plans to introduce a Saturday morning programming block for
teens enhanced with interactive features, such as TV-based chats, message boards, and e-mails. CBS has
partnered with WebTV to offer on-demand access via remote control for program-related information and e-
commerce, live polling, and chat capabilities. Fox plans to launch Wink-enhanced technology to add
interactive features to its entertainment programs, including program-specific information and interactive
advertising capabilities, that can be accessed through a remote control.
 1. Navigation Devices
211. Section 629 of the Communications Act directed the Commission to adopt rules that allow
consumers to obtain "navigation devices," such as cable set-top boxes, remote control units, and other
equipment, from commercial sources other than their cable providers. The purpose of section 629 and the
Commission's rules adopted to implement it are to further the goal of providing competition in the
communications marketplace by facilitating consumers' ownership of the equipment used to access video
programming and other services. Specifically, in 1998, the Commission adopted rules that require MVPDs
to unbundle security from other functions of the navigation device and by July 1, 2000, make available point-
of-deployment modules ("PODs") to perform this function. On reconsideration, the Commission deferred
application of the rules requiring a separate security module for analog-only devices. Thus, an MVPD
subscriber will be able to obtain a set-top box without the security features ("host device") from retailers and
only remain reliant on the MVPD to provide a POD for security functions.
212. When the navigation device rules were adopted, the Commission stated that it would monitor
the development of the commercial availability of navigation devices and, in 2000, commence a proceeding to
review of the effectiveness of the rules and to consider any necessary changes. In this regard, on September
18, 2000, the Commission released a Further Notice seeking comment on: (a) whether the interface
specifications developed by CableLabs allow consumer electronic manufacturers to build equipment that
provides consumers a viable alternative to equipment provided by their cable operator; (b) the effect operator
provision of integrated equipment has had on achieving a competitive market and whether the 2005 date for
the phase-out of integrated boxes remains appropriate; (c) obstacles or barriers preventing or deterring the
development of a retail market for navigation devices; and (d) what actions, if any, the Commission should
initiate to achieve the statutory objective of competition in the navigation devices market. In addition, the
Commission issued a Declaratory Ruling addressing a copy protection licensing agreement under
development by CableLabs, the Dynamic Feedback Arrangement Scrambling Technique ("DFAST"). In
various proceedings, interested parties alleged that this agreement violated the Commission rules because it
requires that a copy protection encryption system be located in host devices contrary to the requirement that
a cable operator's conditional access, or security, functions must be located in a separate POD device. In the
Declaratory Ruling, the Commission noted that in the initial Navigation Devices Report and Order we
contemplated the inclusion of copy protection measures in host devices and that such measures would not
violate the security separation requirement. The Commission directed industry participants to finalize their
negotiations and to report on the status of the DFAST license within 30 days of release of the Declaratory
Ruling, including a final version of a completed DFAST license agreement. On October 18, 2000, CableLabs
and its members reported that substantial progress had been made regarding the specific terms of the copy
protection requirements. On December 15, 2000, CableLabs submitted a final version of the DFAST
license (now referred to as the POD-Host Interface, or PHI license).
213. Through the OpenCable project of CableLabs, cable industry groups have produced a set of
interface specifications for digital set-top boxes, including the definition of a removable security function.
As part of the standards setting process, the cable industry was required to file semi-annual reports with the
Commission to assure that there is steady progress in meeting the schedule for development of specifications
for a digital security POD module and for a digital security module interface. In its most recent report,
submitted on July 7, 2000, the industry reports that cable operators met the July 1, 2000, deadline to have
digital separate security modules available for consumers who obtain their digital host set-top boxes at retail
stores because digital separate security modules from two manufacturers were verified as interoperable by
CableLabs. The cable industry maintains that manufacturers of retailer-supplied boxes have all of the
"build to" specifications they need to build a first generation, OpenCable compliant set-top box, although
apparently no retailer has placed orders for such boxes. In addition, CableLabs is continuing its efforts to
develop next generation navigation devices with "middleware" designed to enhance the portability of
OpenCable products across brands and operating systems. The industry also reports that cable operators
have undertaken a number of approaches to come into compliance with the navigation devices rules, including
the duplication of analog scramble programming on digital tiers. The Consumer Electronics Retailers
Coalition ("CERC"), however, maintains that the OpenCable project has failed to produce specifications that
allow the manufacture of competitive products.
 1. Cable Modems
214. A cable modem allows cable subscribers to access high speed data services and interactive
television, including the Internet, Internet Protocol ("IP") telephony, video conferencing, and telecommuting.
Cable modem deployment continues to increase. As we previously reported, the CableLabs Certified Cable
Modem Project (formerly known as Data Over Cable Service Interface Specification or DOCSIS) defines
interface requirements for high speed cable modems and provides a method for certifying that cable modems
available for retail sale are in compliance with the DOCSIS specifications. As of October 2000, CableLabs
had certified 38 companies for about 100 cable high speed data devices. This includes two peripheral
component interconnect ("PCI") modems that are built inside personal computers. DOCSIS certified cable
modems are now being sold at retail in some markets. For example, DOCSIS certified modems are
available for sale to Cox Cable customers at a Circuit City store in Fort Walton Beach, Florida, its own
branded store in New Orleans, and CompUSA stores in Oklahoma City, New England, Phoenix, New
Orleans, and Northern Virginia. However, widespread retail availability has not yet occurred.
215. PacketCable, another CableLabs project, is intended to develop interoperable interface
specifications for delivering advanced, real-time multimedia services over two-way cable plant. PacketCable
will use IP technology to enable a wide range of services, including IP telephony, multimedia conferencing,
interactive gaming, and general multimedia applications. In July 2000, CableLabs announced that it had
successfully completed the second round of the PacketCable interoperability test and has begun releasing the
compliance test plans that will provide a tool for gauging conformance of vendors' products with the
PacketCable interface specifications.
 CCXVI. COMPETITIVE RESPONSES
217. In this section, we describe the initial responses of both incumbents and new entrants in
several local franchise areas where the incumbent cable operator is facing competition from a new entrant.
Generally, we find that in communities where head-to-head competition is present, the incumbent cable
operator has responded to competitive entry in a variety of ways, such as lowering prices, providing additional
channels at the same monthly rate, improving customer service, adding new services including high speed
Internet and telephone services, or by challenging the legality of the entrant's activities.
218. We first examine several cases where the incumbent cable operator faced competition from
new entrants. In each of these cases, the Commission has made a determination that "effective competition"
exists. We then summarize our preliminary findings based on the case studies and examine the nature and
duration of competitive responses of incumbents and new entrants.
 A. New Case Studies
 1. Atlanta, Georgia, and Nearby Communities
219. In June 1998, BellSouth Entertainment ("BSE"), a wholly owned subsidiary of BellSouth
Corporation and an affiliate of BellSouth Telecommunications, Inc., began providing digital MMDS service
to Atlanta and its surrounding areas. These communities around Atlanta are all served by MediaOne, the
incumbent. BSE's MMDS transmitter sites provided a 35-mile predicted contour around Atlanta. This
overlapped the incumbent cable operator's service areas and provided approximately 700,000 Atlanta area
subscribers with the ability to choose between subscribing to the incumbent cable operator or BSE for their
multiple video programming service.
220. BSE aggressively marketed its wireless digital services in Atlanta and the surrounding area
in newspaper advertisements and billboards. It intended to lure cable subscribers, not through price
competition, but with the promise of clear digital pictures and an array of choices, including up to 50 pay-per-
view channels. As an initial promotional offer, BSE offered 160 digital channels, which included a number
of premium channels as well as local broadcast stations, for $49.98 for two months. Initially, BSE also
charged $64.99 for installation. Subsequently, BSE began offering its 160 channel "premium pack,"
including local broadcast stations, for $36.49 per month. For a limited time, BSE offered a rebate of one
month's subscription fee, or the equivalent of the first month free to its premium pack subscribers, and
lowered the charge for installation to $29.99. BSE offered a two-year rate guarantee to its "preferred
customers" if they would agree to a 24 or 36 months commitment to buy video service from BSE. It also
promoted "one-stop-shopping" by offering mobile telephone service, Internet service, and combined billing for
home telephone, cellphone, and Internet and business telephone service to its subscribers. As of February
1999, BSE gained approximately 18,500 subscribers for its MMDS service, or 4.3 percent of all households
in the Atlanta area.
221. MediaOne of Colorado, Inc. ("MediaOne") is the incumbent cable television operator in
Atlanta, Georgia, and 56 surrounding communities, all of which overlap BSE's service area. After BSE's
entry into the Atlanta area, MediaOne spent $350 million to upgrade its Atlanta area systems, reconfigure its
channel line-up to create more competitive product offerings, launch digital cable, and increase its marketing
budget. MediaOne contended that it did not want to engage in a "price war" with its rival. Instead,
MediaOne discontinued its new product tier and moved those channels to its expanded basic programming
tier, thus delivering more channels at the same price. MediaOne offered digital services for less than $10 per
month with free upgrade installation and a new 17 channel movie package free for three months.
222. In July 1999, MediaOne filed a Petition for Determination of Effective Competition for its
systems operating in Atlanta and the surrounding area. The Cable Services Bureau granted the petition on
July 28, 2000. The Bureau found that 56 MediaOne communities lie within the interference-free contours
of BSE's MMDS transmitters. Also, BSE's extensive marketing efforts ensure that potential subscribers are
reasonably aware of its services.
 1. Lexington and Davidson County, North Carolina
223. Lexcom Cable Services ("Lexcom"), a wholly-owned subsidiary of Lexington
Communications, Inc., an independent local exchange carrier, received a local cable franchise from the City
of Lexington on May 17, 1997, and from Davidson County on May 27, 1997. Lexcom began providing cable
services in Lexington and Davidson County in October 1997. Lexcom offered 11 basic channels for $6.05
per month, 47 expanded basic channels for $24.90 per month, and HBO, Cinemax, Showtime and The Movie
Channel for $8 each per month. Lexcom also offered two pay-per-view channels. Since Lexcom
distributed cable services without a converter or "set-top" box, its subscribers were able to use the "picture-in-
picture" function of their TV sets while watching cable programming.
224. TWI Summit Communications/Summit Cable Services of Thom-a-Lex, Inc., and TW Fanch-
One Co. ("Time Warner") is the incumbent cable television operator in the City of Lexington, North Carolina,
and the two contiguous communities of Davidson and Rocky Mount. Two days after Lexcom began
operating, Time Warner filed suit against Lexcom accusing its competitor of damaging its lines and
trespassing. In its suit, Time Warner alleged that Lexcom moved its line illegally, without permission, and
while doing so damaged Time Warner's lines and equipment. Time Warner lost approximately 225 of its
subscribers to Lexcom within Lexcom's first few months of service. In response to Lexcom's entry, Time
Warner proposed adding 32 channels to its video programming services. Recently, Time Warner
completed its system upgrade. In addition to its basic service, it began providing digital service to its
subscribers at an additional cost.
225. In March 2000, Lexcom launched cable modem service. Lexcom also added a new parental
control feature to its service that allows parents to block adult-oriented programs from their children. It
reduced the monthly charge for expanded basic service from $30.95 per month to $28.95 per month. Time
Warner launched its cable modem service in October 2000. As of October 2000, Time Warner was charging
$30.95 for its expanded basic service.
226. In February 1998, Time Warner filed a Petition for Determination of Effective Competition
for its systems operating in Lexington, Davidson and Rocky Mount. The Bureau granted the Petition in July
2000. The Bureau found that Lexcom is able to provide cable service that overlaps both Time Warner's
service and service areas.
 1. Wapakoneta, Ohio
227. On May 6, 1998, the City of Wapakoneta awarded a franchise for cable television service in
Wapakoneta to TSC Communications, Inc., d/b/a/ TSC Television ("TSC"). TSC is a wholly-owned
subsidiary of Telephone Service Company, an independent telephone company which provides local exchange
service to the city. Prior to beginning its cable service in Wapakoneta, TSC promoted its planned service to
potential subscribers through advertising, an Internet web site, local seminars, and tours of its cable facilities.
TSC was also featured in a number of local newspaper articles and advertised its services on the local
telephone company's home page. TSC also made it possible for potential subscribers to sign up for service
on line by using the local telephone company's Internet site.
228. TSC began providing cable service to Wapakoneta on March 22, 1999. TSC's system
used advanced hybrid fiber coaxial technology to distribute cable programming. It offered more than 70
channels of non-broadcast cable programming services such as ESPN, HBO, and CNN, as well as local
television broadcast channels. TSC charged $28.65 per month for its 60 channel basic service tier. Its
basic tier included channels such as Disney Channel and ESPN. TSC employed a new interdiction system
which eliminated the need for the cable set-top box. As of April 2000, TSC had 150 subscribers and it was
expected to serve 3,000 additional subscribers in Wapkoneta and surrounding areas by year's end.
229. Time Warner Entertainment Company, L.P. ("Time Warner") is the incumbent cable
television operator in Wapakoneta, Ohio. It passes 100 percent of the households in Wapakoneta. The
territorial boundaries of each cable television franchise holder, both the entrant and the incumbent, encompass
the same territorial boundaries in the Wapakoneta area.
230. Prior to TSC's entry, Time Warner offered 30 channels on its basic tier. Upon TSC's entry,
Time Warner, began offering 29 additional channels to its basic tier subscribers. Its basic tier, like TSC's
basic tier, also included channels such as Disney Channel and ESPN. Time Warner was charging $27.87 for
its basic tier of programming. According to Time Warner it had lost approximately 80 subscribers to TSC
at the time it filed its Petition with the Commission.
231. In May 1999, Time Warner filed its Petition for Determination of Effective Competition
arguing that it faced effective competition from TSC. The Bureau granted the Petition on May 9, 2000,
recognizing that potential subscribers were reasonably aware of the availability of TSC's services, and that
TSC is able to provide cable service that overlaps Time Warner's service.
 1. Various Communities in Orange County, Florida
232. In 1998, two DBS providers, DirecTV and EchoStar, and an unaffiliated cable operator,
Telesat Acquisition Limited Partnership ("Adelphia"), began providing cable programming services,
comparable to those provided by the incumbent, Time Warner, in six communities in Orange County,
Florida.
233. According to local advertisements, DirecTV offered up to 55 pay-per-view movie choices per
night, 14 different premium channels, 13 sports channels, and over 40 of "your favorite channels" for as little
as $19.99 per month. EchoStar offered services for $19 per month including local channels and 12 free
months of a premium channel, 160 digital channels for about "$1 a day", two free months of service, various
other incentive packages, and equipment systems priced at anywhere between $89 and $179 with free
delivery. Adelphia offered one free month of "value service", one free month of HBO and Showtime, and
free installation for up to three outlets. Rates for its packaged services ranged from $27.45 to $47.35 per
month. Along with its programming services, Adelphia also offered pager and long distance telephone
service.
234. According to Time Warner, out of 155,874 households in its service area, Adelphia and the
DBS providers serve 38,750 subscribers, i.e., approximately 25 percent of the households. In the affected
Orange County communities, Time Warner responded to the newly introduced competition by offering various
service packages ranging from $22.01 to $36.49 per month. It also offered separate premium packages
ranging from $9.95 to $24.95 per month and reduced its basic service tier price to $8.05 per month.
235. In September 1998, Time Warner filed a petition challenging the certification of Orange
County, Florida, to regulate its basic cable service and equipment rates in the six affected Orange County
communities. In May 2000, the Bureau granted Time Warner's petition. The Bureau found that
Adelphia and the two DBS providers provide service to 25 percent of the households in Time Warner's service
area and that Adelphia is able to provide MVPD service to households in Time Warner's service area without
any regulatory, technical, or other impediments.
 1. Laurens, Iowa
236. In January 1997, the citizens of Laurens, Iowa, voted to have Laurens Municipal
Communications Utility ("LCMU") operate a cable system in Laurens. That cable system began operating
in December 1998. LMCU is owned and operated by the City of Laurens. LMCU charged $20.95 per
month for a 43 channel basic service tier. Premium packages, each package consisting of several channels,
were offered at $10.95 per month. LCMU also offered free cable service through the end of January 1999
to those who signed up before December 31, 1998. As of February 1999, LCMU's cable system passed 100
percent of the 715 households in the City of Laurens, and was providing cable service to 495 of those
households. According to one report, a majority of LCMU's subscribers formerly subscribed to the
incumbent cable system.
237. TCI of the Heartlands ("TCI") is the incumbent cable television operator in Laurens. As of
March 1999, TCI provided service to 139 of the 715 potential subscribers in Laurens. Prior to LMCU's
entry, TCI had 23 channels on its basic service tier. In response to LCMU's entry into the Laurens franchise
area, TCI upgraded its system, added 22 new channels to its basic service, split its basic-only line up into
separate basic and expanded basic tiers, and launched a digital tier. TCI was charged $21.25 per month for
its 45 channel extended basic service. TCI also offered digital service for $10 with an additional charge of
$3.55 for equipment. LCMU did not offer any digital tier.
238. In March 1999, TCI filed a Petition for Revocation of Certification of the City of Laurens to
Regulate Basic Cable Service and Equipment Rates because TCI, in Laurens, was subject to effective
competition. In May 2000, the Bureau granted TCI's Petition. The Bureau found that LCMU's
municipally owned cable system passed more than 50 percent of the households in the area and that LCMU
and TCI have similar program offerings.
 A. Preliminary Findings
239. The case studies of communities where the Commission has found "effective competition"
suggest that subscribers have benefited from "head-to-head" competition. Generally, in the communities
studied, subscribers have seen decreased monthly charges for services and equipment. They have received
additional program offerings and have access to "bundled" telecommunications services. Subscribers also
have new digital services available.
240. It appears that the incumbent operators in the localities described above have made use of
both "price" and "non-price" competitive responses. The cases described above also indicate that one of the
new entrants in Orange County sought to attract subscribers by providing "bundled" pager and long distance
service. To counter these service offerings, the incumbent operator in Orange County responded by reducing
the rate for its basic service tier and increasing the number of service packages available at widely varied
rates. In Lexington, both the entrant and the incumbent added cable modem to their service offerings.
241. In some cases, the incumbents have resorted to non-market responses. For example, in the
City of Lexington and in Davidson County, North Carolina, the incumbent operator filed suit alleging that the
entrant illegally moved connected lines and equipment which belong to the incumbent without permission. The
incumbent also claimed that the entrant damaged such lines and equipment.
242. A majority of the new entrants discussed above are affiliated with local exchange carriers.
This may be the result of the capital intensive nature of the cable television industry. LECs not only have
relatively "deep pockets" with which to undertake such capital-intensive investment but they also have a
customer base that is already familiar with their telephone and Internet services. From July 1, 1999, through
June 30, 2000, the Bureau granted 12 petitions for effective competition, representing more than 150
communities, from entrants affiliated with LECs. Despite the presence of a large number of LEC-related
entrants in the local markets for the distribution of multichannel programming, the future of such competition
has become increasingly uncertain following SBC's acquisition of Ameritech, the largest LEC overbuilder.
Similarly, other large LEC affiliated overbuilders are also considering selling there overbuild cable systems.
The future of head-to-head competition and the extent of competitive benefits to consumers also depends on
the successful penetration of DBS in local markets for the distribution of multichannel programming.
 CCXLIII. administrative matters
244. This 2000 Report is issued pursuant to authority contained in sections 4(i), 4(j), 403, and
628(g) of the Communications Act of 1934, as amended, 47 U.S.C.  154(i), 154(j), 403, and 548(g).
245. It is ORDERED that the Office of Legislative and Intergovernmental Affairs shall send
copies of this 2000 Report to the appropriate committees and subcommittees of the United States House of
Representatives and the United States Senate.
246. It is FURTHER ORDERED that the proceeding in CS Docket No. 00-132 IS
TERMINATED.
 FEDERAL COMMUNICATIONS COMMISSION

 Magalie Roman Salas
 Secretary

  APPENDIX A

Initial Comments

American Broadband, Inc. ("American Broadband")
AT&T Corp. ("AT&T")
BellSouth Corporation, BellSouth Entertainment, Inc., BellSouth Interactive Media Services, Inc.
 and BellSouth Wireless Cable, Inc. ("BellSouth")
DirecTV, Inc. ("DirecTV")
Paul Dowgewicz ("Dowgewicz")
EchoStar Satellite Corporation ("EchoStar")
Fox Television Stations, Inc. ("Fox")
National Cable Television Association ("NCTA")
National Rural Telecommunications Cooperative ("NRTC")
RCN Corporation ("RCN")
Satellite Broadcasting and Communications Association ("SBCA")
Wireless Communications Association International, Inc. ("WCA")

Reply Comments

Association of America's Public Television Stations, the Public Broadcasting Service, and
 the Corporation for Public Broadcasting ("APTS")
AT&T Corp. ("AT&T")
Comcast Corporation ("Comcast")
DirecTV, Inc. ("DirecTV)
National Association of Broadcasters ("NAB")
National Cable Television Association ("NCTA")
Paxson Communications Corporation ("Paxson")
RCN Corporation ("RCN")
State of Hawaii ("Hawaii")
Viacom Inc. ("Viacom")

 APPENDIX B

 TABLE B-1

 Cable Television Industry Growth: 1992 - June 2000
 (in millions)

 Year

 Television
 Households
 ("TH")

 Homes Passed
 ("HP")

 Basic Cable
 Subscribers
 ("Subs")

 HHs Passed
 by Cable
 (HP/TH)

 HHs
 Subscribing
 (Subs/TH)

 U.S.
 Penetration
 (Subs/HP)

 Total
 %
 Change

 Total
 %
 Change

 Total
 %
 Change

1992
93.1
1.1%
89.7
1.5%
55.2
3.4%
96.3%
59.3%
61.5%

1993
94.0
1.0%
90.6
1.0%
57.2
3.6%
96.4%
60.9%
63.1%

1994
94.9
1.0%
91.6
1.1%
59.7
4.4%
96.5%
62.9%
65.2%

1995
95.9
1.1%
92.7
1.2%
62.1
4.0%
96.7%
64.8%
67.0%

1996
97.0
1.1%
93.7
1.1%
63.5
2.3%
96.6%
65.5%
67.8%

1997
98.0
1.0%
94.6
1.0%
64.9
2.2%
96.5%
66.2%
68.6%

1998
99.0
1.0%
95.6
1.1%
66.1
1.8%
96.6%
66.8%
69.1%

1999
100.0
1.0%
96.6
1.0%
67.3
1.8%
96.6%
67.3%
69.7%

June 00(e)
100.5
0.5%
97.1
0.5%
67.7
0.6%
96.6%
67.4%
69.7%

(e) June data based on year-end estimate by Paul Kagan Associates.

Sources:

1992 to 1997: U.S. Television Households: Paul Kagan Assocs., Inc., Basic Cable Network Economics (1983-
2007), Cable Program Investor, Mar. 13, 1998, at 2; Homes Passed and Basic Cable Subscribers: Paul Kagan
Assocs., Inc., History of Cable and Pay-TV Subscribers and Revenues, Cable TV Investor, Apr. 14, 1998, at 3.

1998 to 1999: U.S. Television Households, Homes Passed, and Basic Cable Subscribers: Paul Kagan Assocs., Inc.,
 Paul Kagan's 10-Year Cable TV Industry Projections (1998-2009), The Cable TV Financial Databook 1999, Aug.
1999, at 10.

June 2000(e): U.S. Television Households, Homes Passed, and Basic Cable Subscribers: Paul Kagan Assocs., Inc.,
Paul Kagan's 10-Year Cable TV Industry Projections (1999-2010), The Cable TV Financial Databook 2000, Aug.
2000, at 10.
 TABLE B-2

 Premium Cable Services: 1992 - June 2000
 (in millions)

 Year End
 Premium Cable
Service Subscribers1

 Premium Units2

 Year End Total
 % Change
 Year End Total
 % Change

 1992
 24.7
 2.9%
 46.5
 7.9%

 1993
 26.4
 6.9%
 47.0
 1.1%

 1994
 28.1
 6.4%
 47.4
 0.9%

 1995
 29.8
 6.0%
 51.6
 8.9%

 1996
 31.0
 4.0%
 54.6
 5.8%

 1997
 31.5
 1.6%
 56.0
 2.6%

 1998
 35.3
 12.1%
 57.9
 3.4%

 1999
 35.5
 0.6%
 53.0
 -8.5%3

 June 00(e)
 35.8
 0.8%
 52.7
 -0.6%

(e) June data based on year-end estimate by Paul Kagan Associates.

1 Premium Cable Services Subscribers refers to the total number of homes subscribing to one or more premium
services. Each home is counted once, regardless of the number of premium services to which it subscribes.

2 Premium Units refers to the total number of premium subscriptions. Each subscription is counted separately, thus
may exceed the number of premium subscribers.

3 The decrease in the number of premium units is due to the migration of certain pay services to other tier categories.
As such, the number of units sold by those services are no longer counted here.

Sources:

1992 to 1997: Paul Kagan Assocs., Inc., History of Cable and Pay-TV Subscribers and Revenues, Cable TV
Investor, Apr. 14, 1998, at 3.

1998 to 1999: Paul Kagan Assocs., Inc., Paul Kagan's 10-Year Cable TV Industry Projections (1998-2009), The
Cable TV Financial Databook 1999, Aug. 1999, at 10.

2000(e): Paul Kagan Assocs., Inc., Paul Kagan's 10-Year Cable TV Industry Projections (1999-2010), The Cable
TV Financial Databook 2000, Aug. 2000, at 10.

 Table B-3
 Channel Capacity by Cable Systems: October 1999 and October 2000

1999
2000
99-00

Channel Capacity
Number of
Systems
Percent of
Systems
Number of
Systems
Percent of
Systems
Percent
Change

125+
8
0.08%
14
0.15%
75.0%

91 to 124
71
0.74%
88
0.95%
23.94%

54 to 90
2,085
21.62%
2,145
23.13%
2.88%

30 to 53
6,072
62.96%
5,785
62.37%
-4.72%

20 to 29
833
8.64%
756
8.15%
-9.24%

13 to 19
254
2.63%
219
2.36%
-13.78%

6 to 12
309
3.21%
256
2.76%
-17.15%

5 or less
12
0.12%
12
0.13%
0%

Total
9,644
-
9,275
-
-

Sys. w/ 54+ channels
2,164
22.44%
2,247
24.23%
7.98%

Sys. w/ 30+ channels
8,236
85.40%
8,032
86.60%
1.41%

Sys. w/ less than
30 channels
1,408
14.60%
1,243
13.40%
-8.22%

All figures exclude systems for which channel capacity information was not provided.

Sources:

1999: Warren Publishing, Inc., Channel Capacity of Existing Cable Systems, Television & Cable Factbook: Services
Volume No. 68, 2000 Edition, at I-98.

2000: Warren Publishing, Inc., Channel Capacity of Existing Cable Systems, (unpublished figures subject to
change).

  Table B-4
 Channel Capacity by Cable Systems: October 1999 and October 2000

1999
2000
99-00

Channel Capacity
Number of
Subscribers
(millions)
Percent of
Subscribers
Number of
Subscribers
(millions)
Percent of
Subscribers
Percent
Change

125+
0.20
0.31%
0.86
1.39%
330%

91 to 124
2.84
4.44%
3.20
5.15%
12.68%

54 to 90
37.99
59.4%
38.46
61.93%
1.24%

30 to 53
21.99
34.4%
19.00
30.60%
-13.60%

20 to 29
0.74
1.16%
0.48
0.08%
-35.13%

13 to 19
0.07
0.11%
0.04
0.06%
-42.86%

6 to 12
0.08
0.13%
0.06
0.10%
-25.00%

5 or less
0.004
0.01%
0.004
0.01%
0%

Total
63.91
-
62.10
-
-

Sys. W/ 54+ channels
41.03
64.20%
42.52
68.47%
6.65%

Sys. w/ 30+ channels
63.02
98.61%
61.52
99.07%
0.47%

Sys. w/ less than
30 channels
0.89
1.40%
0.58
0.93%
-33.09%

All figures exclude systems for which channel capacity information was not provided.

Sources:

1999: Warren Publishing, Inc., Channel Capacity of Existing Cable Systems, Television & Cable Factbook: Services
Volume No. 68, 2000 Edition, at I-98.

2000: Warren Publishing, Inc., Channel Capacity of Existing Cable Systems, (unpublished figures subject to
change).

  TABLE B-5

 Growth By Network Type: 1998 - June 1999

1998

97-98

1999

98-99

Network Type

Number of
Networks

Percent of
Networks

Percent
Change

Number of
Networks

Percent of
Networks

Percent
Change

Basic/No-Chg
139
80.0%
6.1%
147
68.7%
5.8%

Premium
18
10.3%
28.6%
43
20.1%
138.9%

Pay Per View
10
5.7%
66.7%
9
4.2%
-10.0%

Combination*
7
4.0%
-46.2%
15
7.0%
114.3%

Total
174

 6.1%
214

 23.0%

Note:

 * Combination refers to cable networks that fall under more than one service category. For example, the Disney
Channel, which is part of the basic tier in some systems, and is sold as a premium service on other systems, is
considered a "combination" network.

Source:

1998 to 1999: National Cable Television Association, National Cable Video Networks By Type of Service: 1980 -
1999, Cable Television Developments, 1999/2000, at 6.

 TABLE B-6

 Cable Industry Revenue and Cash Flow: 1996 2000

1996
 1997
 1998
 1999
 2000

 Total

Total
 %
 Change

Total
 %
 Change

Total
 %
 Change
 Estimated
 Year-End
 Total
 %
 Change

 Avg Basic Subscribers (mil)
 62.8
 64.2
 2.2%
 65.4
 1.9%
66.7
 2.0%
 67.7
 1.5%

 Revenue Segments (mil.)

 Basic Service and CPST Tiers
 $18,395
 $20,008
 8.8%
$21,830
 9.1%
 $23,135
 6.0%
 $24,445
 5.7%

 Pay Tiers
 $4,955
 $4,952
 -0.1%
 $5,084
 2.7%
 $4,989
 -1.9%
 $5,177
 3.8%

 Local Advertising
 $1,662
 $1,925
 15.8%
 $1,850
 -3.9%
 $2,685
 45.1%
 $3,128
 16.5%

 Pay-Per-View
 $647
 $823
 27.2%
 $627
 -23.8%
 $954
 52.2%
 $1,522
 59.5%

 Home Shopping
 $145
 $152
 4.8%
 $187
 23.0%
 $185
 -1.1%
 $202
 9.2%

 Advanced Svcs (Ana./Dig.)1
 $91
 $208
 128.6%
 $452
 117.3%
 $1,978
 337.6%
 $4,238
 114.3%

 Equipment and Install
 $2,055
 $2,320
 12.9%
 $2,631
 13.4%
 $2,824
 7.3%
 $3,029
 7.3%

 Total Revenue (mil.) (Residential)
 $27,950
 $30,388
 8.7%
 $32,661
7.5%
$36,750
12.5%
 $41,741
 13.6%

 Revenue Per Subscriber
 $445.06
 $473.33
 6.4%
 $499.40
5.5%
$550.97
10.3%
 $616.56
 11.9%

 Operating Cash Flow (mil.)2
 $11,972
 $13,369
 11.7%
 $14,602
9.2%
$15,600
6.8%
 $17,160
 10.0%

 Cash Flow per Subscriber
 $190.64
 $208.24
 9.2%
 $225.87
8.5%
$233.88
3.5%
 $253.47
 8.4%

 Cash Flow/Total Revenue
 42.8%
 44.0%
 2.8%
 45.2%
2.7%
42.4%
-6.2%
 41.1%
 -3.1%

Notes:
1 Includes advanced analog, digital video, high-speed data, cable telephony, interactive services, and games.
2 Cash flow and its proxies (e.g. EBITDA) are often used to value the operations of a communications firm without regard to
the firm's capital structure. Cash flow from operations is the net result of cash inflows from operations (revenue) and cash
outflows from operations (expenses), thus ignoring non-cash charges to net income such as depreciation and amortization.
Cash flow from operations indicates a firm's ability to meet its net finance and investment obligations.

Sources:
1996 to 1997: Average Number of Basic Subscribers: Paul Kagan Assocs., Inc., History of Cable and Pay-TV Subscribers and
Revenues, Cable TV Investor, Apr. 14, 1998, at 3; Revenue Segments: Paul Kagan Assocs., Inc., Paul Kagan's 10-
YearProjections, Cable TV Investor, May 20, 1997, at 9; Paul Kagan Assocs., Inc., Total Cable TV Advertising Revenue
(1980-2007), Cable TV Financial Databook, Aug. 1998, at 15; Operating Cash Flow: Paul Kagan Assocs., Inc., Estimated
Capital Flows In Cable TV, Cable TV Finance, May 31, 1998, at 1.

1998 : Average Number of Basic Subscribers and Revenue Segments: Paul Kagan Assocs., Inc., Paul Kagan's 10-Year Cable
TV Industry Projections (1998-2009), The Cable TV Financial Databook 1999, Aug. 1999, at 10-11; Operating Cash Flow:
Paul Kagan Assocs., Inc., Estimated Capital Flows in Cable TV, The Cable TV Financial Databook 1999, Aug. 1999, at 149.

1999 to 2000(e): Average Number of Basic Subscribers and Revenue Segments: Paul Kagan Assocs., Inc., Paul Kagan's 10-
Year Cable TV Industry Projections (1999-2010), The Cable TV Financial Databook 2000, Aug. 2000, at 10; Operating Cash
Flow: Paul Kagan Assocs., Inc., Estimated Capital Flows in Cable TV, The Cable TV Financial Databook 2000, Aug. 2000,
at 150.

 TABLE B-7

 Acquisition of Capital: 1992 - June 2000
 ($ in million)

 Year

Private Debt

Public Debt 2

Private Equity

Public Equity

 Total
 Capital
 Raised 3

 Sum
 Raised
 % of
 Total 1
 Sum
Raised
 % of
 Total
 Sum
Raised
 % of
 Total
 Sum
Raised
 % of
 Total

 1992
 $(1,842)
 -77.2%
 $2,493
 104.5%
 $1,711
 71.7%
 $23
 1.0%
 $2,385

 1993
 $(3,584)
 -186.4%
 $5,280
 274.6%
 $62
 3.2%
 $165
 8.6%
 $1,923

 1994
 $ 4,803
 87.0%
 $155
 2.8%
 $100
 1.8%
 $461
 8.4%
 $5,519

 1995
 $(714)
 -8.5%
 $4,495
 53.6%
 $1,191
 14.2%
 $3,419
 40.7%
 $8,391

 1996
 $1,287
 23.4%
 $2,355
 42.7%
 $49
 0.9%
 $1,818
 33.0%
 $5509

 1997
 $103
 1.2%
 $6,252
 73.3%
 $1,942
 22.8%
 $230
 2.7%
 $8527

 1998
 $194
 2.3%
 $6,174
 72.7%
 $200
 2.4%
 $1,927
 22.7%
 $8495

 1999
 $(320)
 -1.1%
 $16,115
 55.9%
 $5,385
 18.7%
 $7,648
 26.5%
 $28,828

 June 00
 $225
 15.8%
 $815
 57.4%
 $0
 0.0%
 $380
 26.8%
 $1,420

Total: 1992
through June 00

$152

$44,134

$10,640

$16,071

$70,997

Avg Raised Per
Year

$18

$5,192

$1,252

$1,891

$8,353

1Column entitled "% of total" represents the percent of total capital raised from financing sources for that given year.

2Public Debt is expressed in terms of net new public debt.

3Total Capital Raised equals private debt plus public debt plus private equity plus public equity.

Sources:

1992: Paul Kagan Assocs., Inc., Discussion with Elaine Blaisdell Taylor, Research Associate, Aug. 28, 1998.

1993: Paul Kagan Assocs., Inc., Estimated Capital Flows in Cable TV, Cable TV Finance, May 31, 1998, at 1.

1994: Paul Kagan Assocs., Inc., Estimated Capital Flows in Cable TV, The Cable TV Financial Databook 1999, Aug. 1999,
at 149.

1995 to 1999: Paul Kagan Assocs., Inc., Estimated Capital Flows in Cable TV, The Cable TV Financial Databook 2000,
Aug. 2000, at 150.

June 2000: Paul Kagan Assocs., Inc., Cable Financing Snapshot - June, Cable TV Finance, Sept. 8, 2000, at 10.
 TABLE B-8

 System Transactions: 1997 - June 2000

1997
1998
97-98
% Change
1999
98-99
% Change
Jan-June
2000

Number of Systems Sold
109
119
9.2%
90
-24.4%
22

Total Number of Subscribers
10,582,265
22,466,200
112.3%
19,511,206
-13.2%
8,713,975

 System Size Average
97,085
188,792
94.5%
216,791
14.8%
396,090

Number of Homes Passed
16,918,571
36,397,730
115.1%
30,285,516
-16.8%
14,294,571

No. of Homes Passed Average
155,216
305,863
97.1%
336,506
10.0%
649,753

Total Dollar Value (mil.)
$21,568
$64,601
199.5%
$75,773
17.3%
$54,545

Dollar Value (mil.) Average
$197.9
$542.9
174.3%
$841.9
55.1%
$2,479.3

Dollar Val. Per Subscriber
$2,038
$2,875
41.1%
$3,884
35.1%
$6,259

Dollar Val. Per Home Passed
$1,275
$1,775
39.2%
$2,502
41.0%
$3,816

Cash Flow Multiple
9.2x
13.1x
42.4%
16.2x
23.7%
20.3x

Sources:

1997 to 1998 - Paul Kagan Assocs., Inc., Cable System Sale Summary (through December annually), Cable TV
Investor, Jan. 29, 2000, at 7.

Jan 2000 to June 2000 - Paul Kagan Assocs., Inc., Cable System Sale Summary (through June annually), Cable
TV Investor, Aug 11, 2000, at 9.

 Table B-9

 Examples of Cable Modem Deployments as of July 2000

 System
Location of Offering
Monthly Rate 1
Installation
Fee 1
Service Provider2
Type of Service

Adelphia

FL, KY, MA, NJ, NY,
OH, PA, SC, VA, VT
$29.95-$39.95
$49.95
Adelphia PowerLink
 ISP Channel
 Telco-return
 Two-way

AT&T BIS
(includes former
MediaOne)
CA, CO, CT, FL, GA,
IA, IL, LA, MA, MI,
MN , ND, NH, OH, OR,
PA, TX, UT, VA, WA
$34.95-$45.00
includes modem
rental
$99.95-
$150.00
@Home
Road Runner
 Two-way
 Telco-return

Bresnan
MI, MN, WI
$39.95 includes
modem rental
N/A
BresnanLink
@Home
 Two-way

Cablevision
Systems
CT, NY
$29.95
$150.00
@Home
 Two-way

Century
NY
$39.95
N/A
@Home
 Two-way

Charter
AL, CA, CT, GA, MO,
NC, TN,
$29.95-$49.95
$99.00-
$175.00
 Charter Pipeline
High Speed Access Corp.
 500 kbps Svc.
 Two-Way
 Telco-return

Comcast
AL, CA, DE, FL, GA, IN,
KS, MD, MI, MO, NJ,
PA, SC, VA
$29.95 $64.95
$149.00
@Home
 Expressnet
 Two-way

Cox
AZ, CA, CT, FL, KS,
LA, MO, MS, NE, NM,
NV, OK, RI, TX, VA
$29.95-$44.95
$149.95
@Home
 Internet Venutres
 Road Runner
 Cox Express
 ISP Channel
 Two-way
 Telco-return

InterMedia

GA, KY, NC, SC, TN
$29.95 -$39.95
N/A
@Home
 Two-way

Jones Intercable
VA
$29.95-43.90
N/A
@Home
Jones
 Two-way
 Telco-return

Marcus
TX,WI
$49.95
N/A
@Home
 High Speed Access Corp.
 Two-way

Time Warner

CA, FL, HI, ME, MS,
NC, NY, OH, TN, TX
$39.95-$44.95
$100.00
 Road Runner
 Two-way

Notes:
1 Monthly rate and installation fees vary based on the type of service and hardware received.
2 As of July 2000, all service providers are exclusive to a particular location.

Sources:
Paul Kagan Assocs., Inc., Cable Modem Deployments, The Cable TV Financial Databook 2000, Aug. 2000, at 75-83.

Michael Harris, Commercial Cable Modem Launches in North America, Kinetic Strategies, Aug, 2000. See
http://www.cabledatacomnews.com/cmic/cmic7.html.
 APPENDIX C

 TABLE C-1

 Assessment of Competing Technologies(i)

Technology Used
December
96
June 97
June 98
June 99
June 00

 (1) TV Households(ii)
 Percent Change
97,000,000
1.15%
97,000,000
0.00%
98,000,000
1.03%
99,400,000
1.43%
100,801,720
1.41%

 (2) MVPD Households(iii)
 Percent Change
 Percent of Households

72,370,950
5.67%
74.61%
73,646,970
1.76%
75.92%
76,634,200
4.06%
78.20%
80,882,411
5.54%
81.37%
84,423,717
4.38%
83.75%

 (3) Cable Subscribers
 Percent Change
 Percent of MVPD Total

63,500,00
2.25%
87.74%
64,150,000
1.02%
87.10%
65,400,000
1.95%
85.34%
66,690,000
1.97%
82.45%
67,700,000
1.51%
80.19%

 (4) MMDS Subscribers
 Percent Change
 Percent of MVPD Total

1,180,000
38.66%
1.63%
1,100,000
-6.78%
1.49%
1,000,000
-9.09%
1.30%
821,000
-17.90%
1.02%
700,000
-14.74%
0.83%

 (5) SMATV Subscribers
 Percent Change
 Percent of MVPD Total

1,126,000
17.05%
1.56%
1,162,500
3.24%
1.58%
940,000
-19.14%
1.23%
1,450,000
54.26%
1.79%
1,500,000
3.45%
1.78%

 (6) HSD Subscribers
 Percent Change
 Percent of MVPD Total

2,277,760
-3.71%
3.15%
2,184,470
-4.10%
2.97%
2,028,200
-7.15%
2.65%
1,783,411
-12.07%
2.20%
1,476,717
-17.20%
1.75%

 (7) DBS Subscribers
 Percent Change
 Percent of MVPD Total

4,285,000
94.77%
5.92%
5,047,000
17.78%
6.85%
7,200,000
42.66%
9.40%
10,078,000
39.97%
12.46%
12,987,000
28.86%
15.38%

 (8) OVS Subscribers(iv)
 Percent Change
 Percent of MVPD Total

2,190
0.00%
0.00%
3,000
36.99%
0.00%
66,000
2100.00%
0.09%
60,000
-9.09%
0.07%
60,000
0.0%
0.07%

Notes:
 (i) Some numbers have been rounded.
 (ii) The year-end 1996 and June 1997 figures are the same because Nielsen's annual update does not take effect until
 September, the beginning of the new television season.
 (iii) The total number of MVPD households is likely to be somewhat less than the given figure since some households
 subscribe to the services of more than one MVPD. See 1994 Report, 9 FCC Rcd at 7480  74. However, the number
 of households subscribing to more than one MVPD is expected to be low. Hence the given total can be seen as a
 reasonable estimate of the number of MVPD households.
 (iv) The decline in OVS subscribers between 1998 and 1999 reflects the conversion of portions of some OVS systems to
 franchised cable systems over the last year.
  Sources:

 (1) Television households: 1996 from Nielsen Media Research as cited in TV Column, Washington Post, August 26, 1997,
 at E4; 1998 from Nielsen Media Research as cited in Broadcasting & Cable, June 29, 1998, at 70; 1999 from Nielsen
 Media Research as cited in Broadcasting & Cable, June 28, 1999, at 26; and 2000 from Nielsen Media Research.

 (2) Total MVPD households: The sum of the total number of subscribers listed under each of the categories of the various
 technologies. See note (ii) above.

 (3) Cable subscribers: 1996-97 from Paul Kagan Associates, Inc., Paul Kagan's 10-Year Cable TV Industry Projections,
 Cable TV Investor, May 20, 1997, at 9; 1998 from Paul Kagan Associates, Inc., Paul Kagan's 10-Year Cable TV Industry
 Projections, Cable TV Investor, August 10, 1998, at 4; 1999 from Paul Kagan Associates, Inc., Cable Industry 10-
 YearProjections, Cable TV Investor, June 25, 1999, at 6; and 2000 from Paul Kagan Associates, Inc., Cable Industry 10-
 YearProjections, Cable TV Investor, June 19, 2000, at 6.

 (4) MMDS subscribers: 1996 from Paul Kagan Associates, Inc., Wireless Cable Futures, Wireless Cable Investor, December
 31, 1996, at 10-11; 1997 from WCA Comments for the 1997 Report at 8. The 1998 and 1999 subscribers estimated by
 the FCC; 2000 from NCTA Comments at 9.

 (5) SMATV subscribers: 1996 from Private Cable Growth, Private Cable Investor, July 1997, at 3; 1997 subscribers were
 estimated by the FCC based on data from Paul Kagan Associates, Inc., Private Cable Growth, Private Cable Investor, July
 1997, at 3; 1998 subscribers from NCTA 1998 Comments at 6; 1999 subscribers from NCTA 1999 Comments at 5; and
 2000 subscribers from NCTA Comments at 9.

 (6) HSD subscribers: 1996-1997 from DTH Subscribers, SkyREPORT, November 1999, at 10; 1998-2000 from
 SkyReport.com at http://www.skyreport.com/dth_us.htm.

 (7) DBS subscribers: 1995 from DTH Subscribers, SkyREPORT, January 1997, at 8; 1996-97 from DTH Subscribers,
 SkyREPORT, November 1997, at 10; 1998 from Minal Damani and Jennifer E. Sharpe, U.S. DBS Marketplace: 1998,
 The Strategis Group, July, 1998 at 6; and 1999-2000 from SkyReport.com at http://www.skyreport.com/dth_us.htm.

 (8) OVS subscribers: 1996 from Bell Atlantic Comments for 1996 Report at 5. OVS subscriber count for 1997 through 2000
 estimated by the FCC.

 TABLE C-2

 Number and Subscriber Size of Major Cable System Clusters
 (Cumulative Figures)

 Range of
 Clustered
 Subscribers
 (thousands)
 1996
 1997
 1998
 1999

 Clusters
 Subscribers
 (millions)
 Clusters
 Subscribers
 (millions)
 Clusters
 Subscribers
 (millions)
 Clusters
 Subscribers
 (millions)

 100-199

 76
 10.3
 49
 6.7
 33
 4.6
 41
 5.4

 200-299

 34
 8.3
 33
 8.2
 25
 6.3
 16
 4

 300-399

 11
 3.7
 11
 3.8
 20
 6.7
 20
 6.8

 400-499

 8
 3.6
 8
 3.7
 7
 3.2
 9
 3.9

 >500

 10
 7.7
 16
 11.9
 21
 19.6
 28
 23.8

 Total

 139
 33.6
 117
 34.3
 106
 40.4
 114
 43.9

 Sources:

Paul Kagan Associates, Inc., Major Cable TV Systems/Clusters, The Cable TV Financial Databook, 1996, at 38-40;
 1997, at 39-41; 1998, at 38-42; 1999, at 50-55; and 2000 at 40-42.

  TABLE C-3

1999 Concentration in the National Market for Purchase of Video Programming(1)

Rank
Company
Percent of Subscribers(2)

1
AT&T

19.07

2
Time Warner

14.92

3
DirecTV

10.28

4
Comcast

8.43

 Top 4

 52.70

 5
 Charter

 7.36

 6
 Cox

 7.27

 7
 Adelphia

 5.94

 8
 EchoStar

 5.11

 Top 8

 78.38

 9

 Cablevision
 4.29

 10

 Insight
 1.23

 Top 10

 83.90

 Top 25

 89.75

 Top 50

 92.14

 HHI
 954(3)

 Notes:

 (1) MSO subscriber totals as of June 1999, and reported in Top Cable System Operators as of June 2000, Paul Kagan
 Associates, Inc., Cable TV Investor, October 10, 2000, at 12-13. There is no double counting of subscribers. If a
 cable operator is partially owned by more than one MSO, its subscribers are assigned to the largest MSO. Subscribers
 for DirecTV and EchoStar are based on SkyReport.com at http://www.skyreport.com/dth_us.htm.

 (2) The total number of MVPD subscribers used to calculate the HHI is 84,423,717 from Table C-1.

 (3) The HHI is calculated on the basis of market shares for the top 67 companies. Because all of the remaining MVPDs have
 very small shares of the market, an HHI calculation that included all cable system operators could only be slightly higher
 (no more than 2-3 points) than the given HHI.

 TABLE C-4

Concentration in the National Market for the Purchase of Video Programming

1997-2000

 Market Share
Percent of MVPD Subscribers

1997
1998
1999
2000

Top Share

25.54
26.48
20.50
19.07

Top 2

41.51
42.62
36.45
33.99

Top 3

48.46
48.94
45.68
44.27

Top 4

54.30
54.63
53.94
52.70

Top 10

72.26
71.04
74.95
83.90

Top 25

84.96
80.99
84.92
89.75

Top 50

89.92
86.08
89.58
92.14

HHI

1166
1096
923
954

 Sources:

 Data for 1997 through 1999 were taken from Reports, 1997-99. Data for 2000 are from Table C-2.

  TABLE C-5

 Announced Cable Transactions

 July 1999 June 2000

 YEA
 R
 BUYER
 SELLER
 SYSTEMS
 PRIC
 E*
 (Millio
 ns)
 SUBS
 (Actua
 l)
 PRIC
 E/
 SUB.**
 C
 AS
 H
 FL
 O
 W
 M
 UL
 T.

 July
 1999
 Cox
 AT&T
 Oklahoma, Louisiana,
 Arkansas, Nevada,
 2,094
 495,000
 4,230
 18.
 1

 July
 1999
 Cox
 Multimedia
 Topeka, Oklahoma City
 2,350
 522,000
 4,502
 15.
 6

 July
 1999
 Benchmark
 King Comm.
 King City, NC
 8.6
 5,800
 1,483
 10.
 8

 July
 1999
 TW Fanch one
 ARH, Ltd.
 Texas, West Virginia
 45.7
 18,300
 2,497
 15.
 2

 July-
 1999
 TCA Cable
 Cablev./Lean
 der
 Pflugerville &
 Williamson
 Cty.
 Leander, Georgetown,
 Williamson County,
 Pflaugerville, TX
 87.5
 23,000
 3,806
 14.
 6

 July
 1999
 TCA Cable
 Carthage, MO
 SW MO Cable TV
 28.6
 12,300
 2,325
 13.
 3

 July
 1999
 Harron
 Chain Lakes
 Old Forge, et. al., NY
 4.3
 2,900
 1,509
 9.1

 Aug-
 1999
 MediaOne
 Cox
 Taunton, et al., MA
 145.8
 54,000
 2,700
 14.
 4

 Aug
 1999
 Cox
 MediaOne
 Enfield, CT; Westerly, RI;
 Holland, MA
 137.7
 51,000
 2,700
 13.
 4

 Aug-
 1999
 Adelphia
 Citizens
 Cable
 Diamond Bar et. al., CA
 157.5
 45,900
 3,431
 14.
 4

 Aug-
 1999
 Galaxy
 Cencom
 Ptnrs.
 Northeast MO
 2.0
 1,600
 1,220
 7.1

 Aug-
 1999
 Bresnan
 Fairmont
 Cable
 Fairmont et. al., MN
 10.0
 4,400
 2,284
 14.
 1

 Sept-
 1999
 Bresnan
 Midwest
 Cable
 Bemidji/Case Lake, MN
 16.0
 7,100
 2,269
 11.
 3

 Oct-
 1999
 Classic
 Star Cable
 PA
 127.7
 57,000
 2,241
 10.
 7

 Oct
 1999
 Cable One
 Harmon
 West Fargo, ND
 14.6
 7,700
 1,896
 9.5

 Oct-
 1999
 American
 Media Group
 Harmon
 Nebraska and New Mexico
 10.5
 7,500
 1,400
 11.
 2

 Oct-
 1999
 Adelphia
 Coaxial
 Cincinnati, OH
 175.0
 53,000
 3,302
 16.
 5

 Oct-
 1999
 TCI Cable/NM
 White Sands
 White Sands, NM
 2.0
 1,400
 1,459
 9.3

 Nov-
 1999
 Comcast
 AT&T
 PA
 5,665.9
 1,259,1
 00
 4,500
 19.
 2

 Nov
 1999
 AT&T
 Chambers
 Chico, CA; Edmunds, WA;
 Ontario, OR; Payette, ID
 240.0
 80,000
 3,000
 16.
 9

 Dec-
 1999
 Charter
 AT&T
 St.Louis, MO; Mascoutan, IL;
 Birmingham, AL; GA
 2,408.0
 704,000
 3,421
 15.
 0

 Dec-
 1999
 AT&T
 Charter
 Ft. Worth, TX; Boston, MA;
 Clarksville, TN; Santa Cruz,
 CA; Willimantic, CT
 2,300.0
 632,000
 3,639
 15.
 0

 Dec-
 1999
 Adelphia
 Cablevision
 Cleveland, OH
 1,530
 306,000
 5,000
 20.
 6

 Dec-
 1999
 RCN
 21st Century
 Chicago, IL
 500.0
 37,000
 13,730
 Not
 rep
 orte
 d

 Dec-
 1999
 Cable USA
 Julian
 Cablevision
 Julian, CA
 1.1
 800
 1,467
 9.3

 Dec-
 1999
 Comcast
 CalPRES
 Various MI/NJ/FL systems
 750.0
 288,900
 2,596
 9.2

 Dec-
 1999
 USA Media
 Pacific Sub
 Cable
 Eastern Washington and
 Northwest Oregon
 8.6
 6,000
 1,425
 7.5

 Dec-
 1999
 Time Warner
 Hunters
 Creek
 Orange City, FL
 10.5
 3,400
 3,088
 14.
 6

 Jan-
 2000
 America
 Online
 Time Warner
 Various systems
 50,688.
 0
 7,800,0
 00
 6,499
 20.
 5

 Jan-
 2000
 Centennial
 Pegasus
 Mayaguez, PR
 170.0
 55,500
 3,063
 13.
 1

 Jan-
 2000
 Metrocast
 New England
 Cablevision
 Rochester, NH; Sanford, ME
 80.0
 25,500
 3,137
 15.
 6

 Jan-
 2000
 Omega
 Bresnan
 Various Michigan systems
 55.0
 26,000
 2,115
 10.
 2

 Jan-
 2000
 Bresnan
 Midwest
 Video
 Rhinelander, et al, WI
 27.5
 8,400
 3,290
 16.
 2

 Jan-
 2000
 Galaxy
 Cable TV
 Assoc.
 Various South Dakota
 and Nebraska systems
 6.6
 6,000
 1,100
 6.5

 Feb-
 2000
 Adelphia
 Liberty cable
 South Gate et al., CA
 30.0
 12,700
 2,362
 20.
 9

 Mar-
 2000
 Sandler Capital
 James Cable
 Various Michigan systems
 142.0
 64,100
 2,222
 12.
 1

 Mar-
 2000
 Charter
 Cablevision
 Kalamazoo, MI
 172.5
 49,400
 3,491
 17.
 6

 Mar-
 2000
 Mediacom
 Mid-
 American
 Various Illinois systems
 8.0
 5,000
 1,600
 8.8

 Apr-
 2000
 AT&T
 Cablevision
 Boston, MA
 1,789.6
 357,900
 5,001
 22.
 9

 Apr-
 2000
 Cablevision
 AT&T
 Westchester et al., NY
 627.6
 125,500
 5,001
 22.
 9

 Apr-
 2000
 Mallard
 Cablevision
 Blackstone
 Cable
 Various systems in Montana,
 Georgia, Wyoming, Idaho,
 Washington, Utah, Oregon, and
 California
 54.0
 41,800
 1,292
 8.5

 Apr-
 2000
 Mediacom
 Rapid Comm.
 Various Kentucky and
 Illinois systems
 8.0
 6,000
 1,333
 8.5

 Apr-
 2000
 Mallard
 Cablevision
 B&L Cable
 Comm
 Various Florida, Utah, and
 Alabama systems
 5.4
 4,900
 1,092
 9.0

 Apr-
 2000
 Mallard
 Cablevision
 Alltech Cable
 TV/Hurst
 Cable
 West Central US
 2.8
 2,600
 1,070
 8.2

 Apr-
 2000
 Mediacom
 Tri-Cable
 Montgomery, et al., MN
 1.8
 1,300
 1,385
 8.9

 Apr-
 2000
 Mallard
 Cablevision
 High
 Mountain
 Comm
 Systems in ten Montana cities
 2.3
 1,800
 1,260
 8.9

 May-
 2000
 Cox Classic
 Cable
 Rapid Comm
 Branson et al., MO
 30.0
 12,000

 Not
 rep
 orte
 d

 May-
 2000
 Mallard
 Cablevision
 Plentywood
 Cable
 Plentywood, MT
 .8
 700
 1,155
 7.9

 May-
 2000
 Mallard
 Cablevision
 Baker Cable
 Baker, MT
 .8
 700
 1,166
 7.9

 Jun-
 2000
 Adelphia
 CATV/
 Kennebunksp
 ort
 Kennebunksport et al., ME
 35.0
 9,500
 3,684
 17.
 0

 Jun-
 2000
 Adelphia
 GS Comm
 Frederick, MD; Culpepper
 County, VA; Inwood, WV;
 Adams County, PA
 661.7
 122,700
 5,394
 14.
 8

 Grand Total
 $73,431
 .5
 $13,427
 ,100

 Notes:

* The transaction prices are from Paul Kagan Assocs. The transaction price is dependent upon the terms of
each transaction and may or may not include debt.

** The calculation of Price/Basic Subscriber are from Paul Kagan Assocs. These calculations are subject to
rounding and reporting inconsistencies.

Source:

Kagan Assocs., Inc., Announced/Proposed Cable System Sales, Cable TV Investor, July 26, 1999 at 9; Aug Paul. 20,
1999, at 8; Sept. 10, 1999, at 6; Nov. 24, 1999, at 8; Dec. 23, 1999, at 8; Jan. 29, 2000, at 7; March 24, 2000, at 6;
Apr. 30, 2000, at 8; June 19, 2000, at 8; Aug. 11, 2000, at 9; and Oct. 10, 2000, at 8.

 APPENDIX D

 TABLE D-1

 MSO Ownership in National Video Programming Services

 Programming Service
Launch Date
MSO Ownership (%)

American Movie Classics (AMC)
Oct-84
Cablevision (75)

Animal Planet
Oct-96
AT&T (39.2), Cox (19.7)

BET (Black Entertainment Television)
Jan-80
AT&T (35)

BET Action Pay-Per-View
Sept-90
AT&T (35)

BET Gospel
Nov-98
AT&T (35)

BET Movies
Feb-97
AT&T (35)

BET on Jazz
Jan-96
AT&T (35)

Bravo
Feb-80
Cablevision (75)

Canales  (6 digital channels)
Oct-98
AT&T (100)

Cartoon Network
Oct-92
Time Warner (100)

Cinemax
Aug-80
Time Warner (100)

CNN
Jun-80
Time Warner (100)

CNN Headline News
Jan-82
Time Warner (100)

CNN International
Jan-95
Time Warner (100)

CNN/SI
Dec-96
Time Warner (100)

CNNfn (The Financial Network)
Dec-95
Time Warner (100)

Comedy Central
Apr-91
Time Warner (50)

Court TV
Jul-91
AT&T (50), Time Warner (50)

Discovery Channel
Jun-85
AT&T (49), Cox (24.6)

Discovery Civilization
Oct-96
AT&T (49), Cox (24.6)

Discovery En Espanol
Aug-98
AT&T (49), Cox (24.6)

Discovery Health
Jul-98
AT&T (49), Cox (24.6)

Discovery Home & Leisure
Oct-96
AT&T (49), Cox (24.6)

Discovery Kids
Oct-96
AT&T (49), Cox (24.6)

Discovery People
Dec-98
AT&T (49), Cox (24.6)



Programming Service

Launch Date
MSO Ownership (%)

Discovery Science
Oct-96
AT&T (49), Cox (24.6)

Discovery Wings
Jul-98
AT&T (49), Cox (24.6)

E! Entertainment
Jun-90
Comcast (40), AT&T (20)

Encore
Apr-91
AT&T (100)

Encore Action
Sept-94
AT&T (100)

Encore Love Stories
Jul-94
AT&T (100)

Encore Mysteries
Jul-94
AT&T (100)

Encore True Stories and Drama
Sept-94
AT&T (100)

Encore WAM! America's Youth Network
Sept-94
AT&T (100)

Encore Westerns
Jul-94
AT&T (100)

Food Network
Nov-93
AT&T(5.5), Cox (1),
TimeWarner(1)

FOX Sports Net (5 channels)
various
Cablevision (50)

GEMS International Television
Apr-93
Cox (50)

Golf Channel
Jan-95
AT&T (14.4), Comcast (43.3)

Great American Country
Dec-95
Comcast (100)

HBO (Home Box Office)
Nov-72
Time Warner (100)

HBO Plus
Dec-75
Time Warner (100)

HBO Signature
Oct-93
Time Warner (100)

HBO Comedy
May-99
Time Warner (100)

HBO Family
Dec-96
Time Warner (100)

HBO Zone
May-99
Time Warner (100)

Home Shopping (Spree!)
Sep-86
AT&T (19.7)

Home Shopping Network
Jul-85
AT&T (19.7)

Independent Film Channel
Sep-94
Cablevision (75)

International Channel
Jul-90
AT&T (90)

Kaleidoscope
Sep-90
AT&T (12)

Knowledge TV
Nov-87
Comcast (97)

MoreMAX
Aug-91
Time Warner (100)

MuchMusic USA
Jul-94
Cablevision (75)



Programming Service
Launch Date
MSO Ownership (%)

Multimax: ActionMax
June-98
Time Warner (100)

Multimax: ThrillerMax
June-98
Time Warner (100)

Odyssey Channel
Oct-93
AT&T (32.5)

Outdoor Life Network
Jul-95
Cox (33.3), Comcast (17),
AT&T (15.4)

Ovation: The Arts Network
Apr-96
Time Warner (4.2)

PIN (Product Information
Network)
Apr-94
Cox (45)

Prevue Channel
Jan-88
AT&T (51)

QVC
Nov-86
Comcast (57), AT&T (43)

Sci-Fi Channel
Sept-92
AT&T (19.7)

Sneak Prevue
May-91
AT&T (12)

Speedvision
Dec-95
Cox (33.3), Comcast (15), AT&T (13.3)

Starz!
Feb-94
AT&T (100)

Starz! Cinema
May-99
AT&T (100)

Starz! Family
May-99
AT&T (100)

Starz!2
Mar-96
AT&T (100)

Style
May-99
Comcast (40), AT&T (20)

TBS
Dec-76
Time Warner (100)

Telemundo
Jan-87
AT&T (50)

The Box Worldwide
Dec-85
AT&T (78)

TLC (The Learning Channel)
Nov-80
AT&T (49), Cox (24.6)

TNT (Turner Network Television)
Oct-88
Time Warner (100)

Travel Channel
Feb-87
AT&T (49), Cox (24.6)

Turner Classic Movies
Apr-94
Time Warner (100)

USA Network
Apr-80
AT&T (19,7)

Viewers Choice 1-10 and Hot
Choice (11 multiplexed channels)
Nov-85
Cox (20), Time Warner (17), AT&T
(11.7), Comcast (11)

Women's Entertainment (formerly
Romance Classics)
Jan-97
Cablevision (75)

Notes:

 The sale of BET and its programming channels to Viacom is pending. The sale is expected to be
 completed early next year. Communications Daily, November 6, 2000, at 2.

AT&T has a 28% equity interest (6.9% voting) in Cablevision Systems and a 25.5% ownership interest in TWE.

 Canales , AT&T Liberty's digital package of Spanish-language channels,
consists of FoxSportsAmericas, CBS Telenoticias, CineLatino, BoxTejano, BoxExitos, and Canal 9.

Sources:

 National Cable Television Association, Directory of Cable Networks, Cable Television
 Developments, Spring/ Summer 2000 at 32 through 135.

 Kim McAvoy, AOL TW Has Lock on the Top, Broadcasting and Cable, August 28, 2000 at 32.

 BET Web site, http://www.bet.com.

 Letter from Mark Hollinger, Executive Vice President and General Counsel, Discovery Communications
 Inc., to Marcia Glauberman, FCC Staff, February 3, 2000.

 Leslie Cauley and Sally Beatty, Cable Channel Oxygen Looks for Investors, The Wall Street Journal,
 October 20, 2000.

 Comcast Web site, http://www.comcast.com/companies/default.asp.

 Cox Web site, http;//www.cox.com/corporate/factsheet.asp.
  TABLE D-2

 National Video Programming Services
 Not Affiliated With a Cable Operator

 Programming Service
 Launch Date

 A&E (Arts & Entertainment)
 Feb-84

 Adultvision
 Jul-95

 All News Channel
 Nov-89

 America's Voice
 Dec-93

 ANA Television Network
 Dec-91

 Asian American Satellite TV
 Jan-92

 BBC America
 Mar-98

 Biography Channel
 Dec-98

 Bloomberg Information Television
 Jan-95

 B-Movie Channel
 May-98

 BoyzChannel
 Oct-99

 Cable Video Store
 Apr-86

 Canal de Noticias NBC
 Mar-93

 Canal Sur
 Aug-91

 CBS TeleNoticias
 1997

 CelticVision
 Mar-95

 Channel America Television Network
 Jun-88

 Channel Earth
 Mar-97

 Children's Cable Network
 May-95

 Cine Latino
 Dec-94

 Classic Arts Showcase
 May-94

 Classic Movie Channel
 Nov-99

 CMT (Country Music Television)
 Mar-83

 CNBC
 Apr-89

 CNET: The Computer Network
 Jan-95

 Consumer Resource Network
 Dec-94

 Crime Channel
 Jul-93

 

 Programming Service
 Launch Date

 C-SPAN
 Mar-79

 C-SPAN2
 Jun-86

 Deep Dish TV
 Jan-86

 Disney Channel
 Apr-83

 Do-It-Yourself Channel
 Sep-99

 Dream TV Network
 Nov-96

 Ecology Channel
 Nov-94

 Employment Channel
 Feb-92

 ESPN
 Sep-79

 ESPN Classic Sports (formerly Classic Sports Network)
 May-95

 ESPN2
 Oct-93

 ESPNEWS
 Nov-96

 Ethnic-American Broadcasting Co.
 1992

 EWTN: Global Catholic Network
 Aug-81

 Fashion Network
 Jul-96

 Fifth Avenue
 Mar-00

 Filipino Channel
 Apr-91

 Flix
 Aug-92

 Fox Family Worldwide
 Apr-77

 Fox News Channel
 Oct-96

 Fox Sports Americas
 Dec-93

 Fox Sports Direct
 1989

 Fox Sports World
 1997

 FX
 Oct-94

 FXM: Movies from Fox
 Oct-94

 Galavision
 Oct-79

 Game Show Network
 Dec-94

 Games and Sports
 Mar-99

 Gay Entertainment Television
 Nov 95

 GirlzChannel
 Oct-99

 Goodlife Television Network (formerly Nostalgia Channel)
 Jun-98

 

 Programming Service
 Launch Date

 History Channel
 Jan-95

 History Channel International
 Dec-98

 Home & Garden Television
 Dec-94

 HTV
 Aug-95

 Inspirational Network
 Apr-78

 International Channel Network (7 channels)
 Various

 Jewish Television Network
 1981

 Ladbroke Racing Channel
 Nov-84

 Las Vegas Television Network
 Nov-91

 Lifetime Movie Network
 Jun-98

 Lifetime Television
 Feb-84

 Lottery Channel
 Nov-95

 M2: Music Television
 Aug-96

 MBC Gospel Network
 Nov-98

 Military Channel
 Jul-98

 Mor Music TV
 Aug-92

 MSNBC
 Jul-96

 MTV "S"
 Aug-98

 MTV "X"
 Aug-98

 MTV Networks Latin America (formerly MTV Latino)
 Oct-93

 MTV: Music Television
 Aug-81

 Music Zone
 Apr-95

 My Pet TV
 Sep-96

 NASA Television
 Jul-91

 National & International Singles Television Network
 Apr-95

 NBA.comTV
 Jan-99

 NET - Political NewsTalk Network
 Dec-93

 Network One
 Dec-93

 Newsworld International
 Sep-94

 Nick at Nite's TV Land
 Apr-96

 

 Programming Service
 Launch Date

 Nick Too
 Jan-99

 Nickelodeon/Nick at Nite
 Apr-79

 Noggin
 Feb-99

 Oasis TV
 Sept-97

 Outdoor Channel
 Apr-93

 Oxygen
 Feb-00

 Planet Central Television
 May-95

 Playboy TV
 Nov-82

 Pleasure Channel
 Jun-99

 Praise Television
 Dec-96

 Recovery Network
 Feb-97

 SCOLA
 Aug-87

 Shop at Home
 Jun-86

 Showtime
 Jul-76

 Showtime Beyond
 Sep-99

 Showtime Extreme
 1998

 SingleVision
 Jun-94

 SiTV
 Aug-00

 Soap Channel
 Jul-98

 Spice
 May-89

 Spice Hot
 1998

 Student Film Network
 Nov-94

 Sun TV
 Aug-96

 Sundance Channel
 Feb-96

 Telemundo
 Jan-87

 The Erotic Network (TEN)
 Aug-98

 The Health Network
 May-99

 TMC (The Movie Channel)
 Dec-79

 TNN: The National Network (formerly The Nashville Network)
 Mar-83

 Toon Disney
 Apr-98

 Total Communications Network
 Nov-95

 Trinity Broadcasting Network
 Apr-78

 TRIO
 Sep-94

 

 Programming Service
 Launch Date

 Tropical Television Network
 Aug-96

 TV 5 - La Television Internationale
 Jan-98

 TV Asia
 Apr-93

 TV Games Network
 unknown

 TV Japan
 Jul-91

 TVN Digital Cable (32 digital pay-per-view channels)
 Feb-98

 U Network
 Oct-89

 Univision
 Sep-76

 ValueVision
 Oct-91

 VH-1
 Jan-85

 VH1 Smooth
 Aug-98

 VH1 Soul
 Aug-98

 VHI Country
 Aug-98

 Via TV Network
 Aug-93

 Video Catalog Channel
 Oct-91

 Weather Channel
 May-82

 Weatherscan
 April-98

 Weatherscan Local
 May-99

 Weatherscan Plus
 Sep-99

 Weatherscan Radar
 Jun-99

 WorldJazz
 Jul-95

 Worship Network
 Sep-92

 Z Music
 Mar-93

 ZDTV: Your Computer Channel
 May-98

 Notes:
Cable affiliates provide 95% of funding for C-SPAN and C-SPAN2, but have no ownership or program control
interests. DBS licensees provide the other 5% of funding and also have no ownership or program control interests.

 Sources:
 National Cable Television Association, Directory of Cable Networks, Cable Television
 Developments Spring/Summer 2000 at 32 through 135.

 Leslie Cauley and Sally Beatty, Cable Channel Oxygen Looks for Investors, The Wall Street Journal,
 October 20, 2000 at 25.

 Fifth Avenue Corporation, 5th Avenue Channel Corp. Launches TV Channel, Press Release, March
 6, 2000.

 SiTV Web site, http:/www.sitv.com.

 USA Networks Web site, http://www.usanetworks.com/companies/usa.network.html.

 News Corporation Web site, http://www.newscorp.com/body/html.

  TABLE D-3

 Regional Video Programming Services

 Programming Services
 Launch Date
 MSO Ownership (%)

 Arabic Channel
 Apr-91

 Arizona News Channel
 Nov-96

 Automotive Television Network (ATN)
 Sep-95

 Bay News 9
 Jul-94
 AT&T (49)

 BAYTV
 Jul-94
 AT&T (49)

 Cable TV Network of New Jersey
 Jul-93

 California Channel
 Feb-91

 Casa Club TV
 Jul-97

 Central Florida News 13
 Oct-97

 ChicagoLand Television News (CLTV)
 Jan-93

 CN8 - The Comcast Network
 1996
 Comcast (100)

 Comcast SportsNet
 Oct-97
 Comcast (46)

 County Television Network San Diego
 Jul-96

 Ecumenical Television Channel
 1983

 Empire Sports Network
 Dec-90

 Florida's News Channel
 Sep-98

 Fox Sports Arizona
 Sep-96

 Fox Sports Bay Area
 Apr-90

 Fox Sports Chicago
 Jan-84
 Cablevision (45)

 Fox Sports Cincinnati
 1989
 Cablevision (45)

 Fox Sports Detroit
 Sep-97

 Fox Sports Intermountain West
 1990

 Fox Sports Midwest
 1989

 Fox Sports New England
 Nov-81
 Cablevision (22.5), AT&T (50)

 Fox Sports New York
 1982
 Cablevision (41.5)

 Fox Sports Northwest
 Nov-88

 Fox Sports Ohio
 Feb-89
 Cablevision (45)

 Fox Sports Pacific
 Unknown
 Cablevision (45)

 

 Programming Services
 Launch Date
 MSO Ownership (%)

 Fox Sports Pittsburgh
 Apr-86

 Fox Sports Rocky Mountain
 Nov-88

 Fox Sports South
 Aug-90

 Fox Sports Southwest
 Jan-83

 Fox Sports West
 Oct-85

 Fox Sports West 2
 Jan-97

 Hip Hop Network
 Jan-97

 Home Team Sports (HTS)
 Apr-84
 AT&T (17)

 International Television Broadcasting (ITV)
 Apr-86

 Las Vegas One News
 Apr-98

 Local News on Cable
 Feb-97

 Madison Square Garden Network (MSG)
 Oct-69
 AT&T (18), Cablevision (41.5)

 MediaOne News
 Dec-95
 AT&T (100)

 Midwest Sports Channel
 Mar-89

 MSG Metro Guide
 Aug-98
 Cablevision (100)

 MSG Metro Learning Channel
 Aug-98
 Cablevision (100)

 MSG Traffic and Weather
 Aug-98
 Cablevision (100)

 Neighborhood News L.I.
 Unknown
 Cablevision (75)

 New England Cable News
 Mar-92
 AT&T (50)

 New England Sports Network (NESN)
 Mar-84

 New York 1 News
 Sep-92

 News 12 Connecticut
 Jun-95
 Cablevision (75)

 News 12 Long Island
 Dec-86
 Cablevision (75)

 News 12 New Jersey
 Mar-96
 Cablevision (75)

 News 12 The Bronx
 Jun-98
 Cablevision

 News 12 Westchester
 Nov-95
 Cablevision (75)

 News 8 Austin
 Sep-99

 News Channel 5+
 Sept-96

 News Now 53
 Jun-97

 News on One
 Oct-97

 

 Programming Services
 Launch Date
 MSO Ownership (%)

 News Watch 15
 Oct-99

 Newschannel 8
 Oct-91

 Nippon Golden Network
 Jan-82

 NorthWest Cable News
 Dec-95

 Ohio News Network
 May-97

 Orange County NewsChannel
 Sep-90

 PASS Sports (Pro-Am Sports System)
 Apr-84

 Pennsylvania Cable Network (PCN)
 Sep-79

 Pittsburgh Cable News Channel (PCNC)
 Jan-94

 PRISM
 Sep-76

 San Diego's News Channel 15
 Jan-97

 Six News Now
 Jul-95

 South Florida News Channel
 1998

 SportsChannel Florida
 Dec-87
 AT&T (6), Cablevision (13.5)

 SportsChannel New York
 1976

 Sunshine Network
 Mar-88
 AT&T (34.5), Comcast (16), Cox (5.3)

 Texas Cable News
 Jan-99

 Sources:
 National Cable Television Association, Regional Video Services, Cable Television Developments,
 Spring/Summer 2000, at 136 through 168.

Rainbow Media Holdings Web site, http://www.cablevision.com/cvhome/cvrainb/rainbow.htm.

 Fox Web site, http://foxsports.com/direct/index.sml.

  TABLE D-4

 Planned Programming Services

 Programming Service
 Planned Launch Date, If Announced

 American Legal Network
 TBA

 American West Network
 TBA

 Anti-Aging Network
 TBA

 Applause
 TBA

 Arts & Antiques Network
 TBA

 Auto Channel
 TBA

 Baby TV
 TBA

 Beauty Channel
 4th Qtr 2000

 BET Rap/Hip Hop
 TBA

 BET World Music Beat
 TBA

 Black Women's Television
 2000

 Boating Channel
 TBA

 Booknet
 2000

 Bravo World Cinema
 TBA

 Children's Fashion Network
 2000

 Chop TV
 TBA

 Collectors Channel
 TBA

 ComedyNet
 Jan 2001

 Crime Beat
 2001

 Documentary Channel
 1st Qtr 2001

 Eurocinema
 TBA

 Fad TV (Fashion & Design Television)
 3rd Qtr 2001

 Fanfare (The Classical Music Channel)
 TBA

 Fashion Network
 TBA

 GETv Network
 TBA

 Global Village Network
 TBA

 Hobby Craft Interactive
 TBA

 

 Programming Service
 Planned Launch Date, If Announced

 Inspirational Network Digital Digiplex (6 channels)
 2000

 Investment TV
 TBA

 Local News Network
 TBA

 Love Network
 TBA

 Martial Arts Action Network
 TBA

 Museum Channel
 TBA

 Museum World
 TBA

 National Geographic Channel
 Jan-2001

 Native American Nations Program Network
 2001

 Noah's World International
 2001

 Opportunity Television Network
 TBA

 Orb TV
 TBA

 Parents Television
 TBA

 Performance Showcase
 TBA

 Planet Central Television
 TBA

 Premiere Horse Network
 TBA

 Puppy Channel
 2001

 RadioTV Network
 3rd Qtr 2001

 Real Estate Network (TREN)
 TBA

 Seminar TV Network (Seminar TV)
 1st Qtr 2001

 Senior Citizens Television Network
 1st Qtr 2001

 Showtime FamilyZone
 1st Qtr 2001

 Showtime Next
 1st Qtr 2001

 Showtime Women
 1st Qtr 2001

 Skywatcher Channel
 TBA

 Spanish Shopping Channel
 TBA

 TBD (Gen Y emphasis)
 2000

 Starz Comedy
 2002

 Starz Kids
 2002

 The Catalogue Channel
 TBA

 The CEO Channel
 TBA

 

 Programming Service
 Planned Launch Date, If Announced

 The Enrichment Channel
 TBA

 The Football Channel (TFN)
 TBA

 The Gospel Network
 TBA

 The Recovery Network
 TBA

 The World Cinema Channel
 TBA

 Theater Channel
 TBA

 Weatherscan Espanol
 TBA

 Youth Sports Broadcasting Channel
 TBA

 Sources:

 National Cable Television Association, Planned Services, Cable Television Developments,
 Spring/Summer 2000 at 169 through 186.

 The Martial Arts Network Web site, http://www. Martia-arts-network.com/inves._pg.htm.
  TABLE D-5

 MSO Ownership in National Programming

 Services

 Subs.(Mil.)

 AT&T

 Time Warner

 Media
 One

 Comcast

 Cox

 Cablevision
 Systems

 Jones(1)

 AMC
 71.9

 75%

 Animal Planet
 54
 39.2%

 19.7%

 BET
 58.5
 35%

 BET Action PPV
 10
 35%

 BET Gospel
 *
 35%

 BET Movies
 6.2
 35%

 BET on Jazz
 5
 35%

 Bravo
 50.1

 75%

 Canales 
 *
 100%

 Cartoon Network
 60

 100%

 Cinemax(2)

 100%

 CNN
 77

 100%

 CNN Headline News
 72.4

 100%

 CNN Int'l
 10

 100%

 CNN/SI
 15.4

 100%

 CNNfn
 11.7

 100%

 Comedy
 Central
 62

 50%

 Court TV
 44.7
 50%
 50%

 Discovery
 77.8
 49%

 24.6%

 Discovery Civilization
 *
 49%

 24.6%

 Discovery En Espanol
 *
 49%

 24.6%

 Discovery Health
 *
 49%

 24.6%

 

 Services

 Subs. (Mil.)

 AT&T

 Time Warner

 Media
 One

 Comcast

 Cox

 Cablevision
 Systems

 Jones(1)

 Discovery Home&Leisure
 *
 49%

 24.6%

 Discovery Kids
 *
 49%

 24.6%

 Discovery People
 11
 49%

 24.6%

 Discovery Science
 *
 49%

 24.6%

 Discovery Wings
 *
 49%

 24.6%

 E!
 60
 20%

 40%

 Encore
 13.1
 100%

 Encore Action
 *
 100%

 Encore Love Stories
 *
 100%

 Encore Mysteries
 *
 100%

 Encore True Stories/Drama
 *
 100%

 Encore WAM!
 *
 100%

 Encore Westerns
 *
 100%

 Food Network
 39.7
 5.5%
 1%

 1%

 Fox Sports Net
 68

 50% *5

 GEMS Intn'l TV
 5.5

 50%

 Golf Channel
 26.2
 14.4%

 43.3%

 Great American Country
 12

 100%

 HBO
 35.7

 100%

 HBO Plus

 100%

 HBO Signature

 100%

 HBO Comedy

 100%

 HBO Family

 100%

 HBO Zone

 100%

 Spree!
 *
 19.7%

 HSN
 52.6
 19.7%

 Independent Film Channel
 14

 75%

 Int'l Channel
 8.7
 90%

 Kaleidoscpe
 *
 12%

 

 Services

 Subs. (Mil.)

 AT&T

 Time Warner

 Media
 One

 Comcast

 Cox

 Cablevision
 Systems

 Jones(1)

 Knowledge TV
 20

 97%

 More Max

 100%

MuchMusic
USA
 19.1

 75%

 Multimax:Actio
 n

 100%

 Multimax:Thril
 l

 100%

 Odyssey
 28.3
 32.5%

 Outdoor Life
 13.5
 15.4%

 17%
 33.3%

 Ovation
 7

 4.2%

 PIN
 23.4

 45%

 Prevue Channel
 *
 51%

 QVC
 65.4
 43%

 57%

 WE (formerly
 Romance
 Classics)
 24.7

 75%

 Sci-Fi
 46.9
 19.7%

 Sneak Prevue
 34
 12%

 Speedvision
 28
 13.3%

 15%
 33.3%

 Starz!
 9.7
 100%

 Starz! Cinema
 3.3
 100%

 Starz! Family
 3
 100%

 Starz!2
 3
 100%

 Style
 6
 20%

 40%

 TBS
 78.6

 100%

 Telemundo
 17.6
 50%

 The Box
 24.5
 78%

 TLC
 72
 49%

 24.6%

 TNT
 77.1

 100%

 Travel Channel
 31.5
 49%

 24.6%

 TCM
 40.2

 100%

 USA
 77.2
 19.7%

 Viewers Choice
 1-10
 *
 11.7%
 17%

 11%
 20%

 Notes:

In addition to cable, other services such as MMDS (wireless cable), SMATV (satellite master antenna
television),satellite, including HSD (home satellite dish) and DBS (direct broadcast satellite), broadcast television
and LPTV\(low power television) may distribute these signals. Subscriber figures may include these non-cable
 services.

 *Indicates that subscribership count is unknown or not available.

In April 1999, Glenn Jones, founder of Jones International, sold controlling interest in cable MSO, Jones
Intercable,to Comcast Cable Communications. See Comcast Announces Filing of Registration Statement
Relating to Partial Exchange Offer for Jones Intercable, Inc. (press release) August 23, 1999. See also Frank
Witsil, Augusta, Ga.-Based Cable Firm to Adopt Comcast Name, The Augusta Chronicle, September 29, 1999.

CNN International subscribership of 12.5 million includes domestic US subscribers only. CNN international has
 129 million subscribers outside the U.S.

HBO subscriber numbers include HBO Plus, HBO Signature, HBO Comedy, HBO Family, HBO Zone, and
 Cinemax , MoreMax, ActionMax, and Thriller Max.

 Sources:

National Cable Television Association, Directory of Cable Networks, Cable Television Developments,
 Spring/Summer 2000 at 31 through 158.

Cablevision Online: Database, Network Subscriber Counts, http://www.cablevisionmag.com/database.

  TABLE D-6

 Top 20 Programming Services by Subscribership

 Rank
 Programming Network
 (Top 20)
 Number of Subscribers (Millions)
 MSO Ownership Interest in
 Network (%)

 1
 TBS
 78.0
 Time Warner (100)

 2
 Discovery Channel
 77.4
 AT&T (49), Cox (24.6)

 3
 USA Network
 77.2
 AT&T (18.6)

 4
 ESPN
 77.1

 5
 C-SPAN
 77.0

 6
 CNN
 77.0
 Time Warner (100)

 7
 TNT
 76.8
 Time Warner (100)

 8
 Nickelodeon/Nick at Nite
 76.0

 9
 Fox Family Channel
 75.7

 10
 TNN
 75.0

 11
 Lifetime Television
 75.0

 12
 A&E
 75.0

 13
 Weather Channel
 74.0

 14
 MTV
 73.2

 15
 CNN Headline News
 72.4
 Time Warner

 16
 QVC
 72.2
 Comcast (57), AT&T (43)

 17
 TLC
 72.0
 AT&T (49), Cox (24.6)

 18
 AMC
 71.0
 Cablevision (75)

 19
 CNBC
 71.0

 20
 VH1
 68.3

Notes:
In addition to cable, other services such as MMDS (wireless cable), SMATV (satellite master antenna television),
satellite, including HSD (home satellite dish) and DBS (direct broadcast satellite), broadcast television and LPTV
(low power television) may distribute these signals. Subscriber figures may include these noncable services. Cable
affiliates provide 95% of funding for C-SPAN and C-SPAN2, but have no ownership or program control interests.
DBS licensees provide the other 5% of funding and also have no ownership or program control interests.

 Source:
National Cable Television Association, Top 20 Cable Networks, Cable Television Developments, Spring/Summer
2000 at 20, 21.
  TABLE D-7

 Top 15 Programming Services by Prime Time Rating

 Rank
 Programming Service
 MSO with Ownership Interest (%)

 1
 USA Network
 AT&T (19.7)

 2
 TBS
 Time Warner (100)

 3
 TNT
 Time Warner (100)

 4
 Nick at Night

 5
 Cartoon Network
 Time Warner (100)

 6
 Lifetime Television

 7
 A&E

 8
 MTV

 9
 History Channel

 10
 TLC (The Learning Channel)
 AT&T (49), Cox (24.6)

 11
 Sci Fi Channel
 AT&T (19.7)

 12
 FX

 13
 TV Land

 14
 HGTV

 15
 Fox Family

 16
 Comedy Central
 Time Warner (50)

 17
 Court TV
 AT&T (50), Time Warner (50)

 18
 CNN
 Time Warner (100)

 19
 E!
 Comcast (40), AT&T (20)

 20
 APL
 AT&T (39.2), Cox (19.7)

 Source:
Paul Kagan Assocs., Inc., Day Part Ratings Averages, Prime Time (2nd Quarter), Cable Program Investor, Aug.
10, 2000, at 6.
  Dissenting Statement of Commissioner Harold Furchtgott-Roth

Annual Assessment of the Status of Competition in the Market for the
Delivery of Video Programming, CS Docket No. 00-132

I must respectfully dissent from the 2000 "Annual Assessment of the Status of Competition in Markets for
the Delivery of Video Programming." As I have previously made clear, I do not believe that the Competition Report,
in its traditional form, fulfills our duties under the Communications Act. See generally Dissenting Statement of
Commissioner Harold Furchtgott-Roth, Annual Assessment of Competition in Markets for the Delivery of Video
Programming, 15 FCC Rcd. 978 (2000); Dissenting Statement of Commissioner Harold Furchtgott-Roth, Annual
Assessment of Competition in Markets for the Delivery of Video Programming, 13 FCC Rcd 24284 (1998).

In particular, instead of examining the state of competition "in the market for the delivery of video
programming," 47 USC section 628(g), the Report artificially limits its analysis to the delivery of "multichannel video
programming." Furthermore, the plain language of section 628(g) suggests that the business of delivering video
programming constitutes a single "market," see id. section 628(g) (referring to "the market" for video programming
delivery), not a conglomeration of analytically discrete markets, as this report presumes. Because I believe the
definition of the relevant market to be in error, I cannot sign on the ensuing analysis of that market.