BEFORE the NEW YORK PUBLIC SERVICE COMMISSION Joint

BEFORE THE NEW YORK PUBLIC SERVICE COMMISSION

Joint Petition of ) ) CHARTER COMMUNICATIONS, INC. ) ) and ) Case ______) COMCAST CORPORATION ) ) For Approval of a Transfer of Control of ) Subsidiaries and Franchises )

JOINT PETITION

Michael R. Moore Brian A. Rankin Vice President, Associate General Senior Deputy General Counsel Counsel, Regulatory Affairs Vice President, Chief Regulatory Counsel - Cable Charter Communications, Inc. Comcast Corporation 12405 Powerscourt Dr. 1701 John F. Kennedy Boulevard, 55th Floor St. Louis, MO 63131 Philadelphia, PA 19103 (314) 543-2414 (215) 286-7325

Mark Brown Andrew M. Klein Vice President, State Governmental Affairs Allen C. Zoracki Charter Communications, Inc. KLEIN LAW GROUP PLLC 11720 Amber Park Drive, Suite 160 1250 Connecticut Ave. N.W., Suite 200 Alpharetta, GA 30009 Washington, D.C. 20036 (770) 754-5269 (202) 289-6955

Mary Ellen Callahan Jennifer L. Kostyu Jenner & Block LLP Wilkinson Barker Knauer, LLP 1099 New York Avenue, N.W., Suite 900 2300 N Street, N.W., Suite 700 Washington, DC 20001 Washington, D.C. 20037 (202) 639-6064 (202) 783-4141

Gardner F. Gillespie Wesley R. Heppler J. D. Thomas James F. Ireland Sheppard Mullin Richter & Hampton LLP Davis Wright Tremaine LLP 1300 I Street, N.W. 1919 Pennsylvania Avenue NW, Suite 800 Washington, D.C. 20005 Washington, DC 20006 (202) 218-0000 (202) 973-4246

Counsel for Charter Communications, Inc. Counsel for Comcast Corporation

BEFORE THE NEW YORK PUBLIC SERVICE COMMISSION

) Joint Petition of ) ) CHARTER COMMUNICATIONS, INC. ) ) and ) Case ______) COMCAST CORPORATION ) ) For Approval of a Transfer of Control of ) Subsidiaries and Franchises )

JOINT PETITION

Charter Communications, Inc. (“Charter”) and Comcast Corporation (“Comcast”)

(collectively, “Petitioners”) respectfully request New York Public Service Commission

(“Commission”) approval of a transaction under which control of the following Charter subsidiaries and franchises (collectively, the “Charter Subsidiaries”) will be transferred to

Comcast, as more fully described herein:

1. Charter Fiberlink NY-CCO, LLC (the “Fiberlink Subsidiary”), and

2. Cable franchises now held by Charter Communications Entertainment I, LLC, Ausable Cable TV, Inc., Plattsburgh Cablevision, Inc., and Falcon First Cable of New York, Inc. (the “Cable Franchisee Subsidiaries”).1

This transaction will follow regulatory approval and closing of the transaction between Comcast and Time Warner Cable Inc. (“TWC”) currently pending before the Commission in Case 14-M-

0183 (the “Comcast-TWC Transaction”). Petitioners file this Joint Petition pursuant to Sections

1 As explained herein, the Cable Franchisee Subsidiaries will change pursuant to a Charter internal pro forma restructuring (still remaining entirely under the ownership and control of Charter) immediately prior to the transfer of control of those restructured franchisees to Comcast.

99, 100 and 222 of the New York Public Service Law, and respectfully request expeditious

Commission approval in light of the significant public interest benefits that will inure to New York

State residents and businesses following consummation of the transaction.

As further discussed below, this transaction will enhance consumer welfare and competition and deliver substantial public interest benefits.2 The transaction will enhance the geographic contiguity and density of Comcast’s cable systems, which will produce economies of scale and scope and create other efficiencies that will, in turn, result in substantial public interest benefits for both consumers and businesses. Furthermore, the transaction will allow customers in the acquired Charter service areas to realize the demonstrated public interest benefits that will arise from the Comcast-TWC Transaction, including enhanced intermodal competition for residential and business voice services, improved provision of wireless backhaul, more extensive video programming, expansion of broadband to consumers at all income levels, enhanced offerings to schools and libraries, and an ongoing commitment to rural areas of New York State.

Comcast has the requisite financial, technical, and managerial qualifications to acquire control of the Charter Subsidiaries and provide reliable yet innovative service in New York. There will be no reduction in competition in any other segment because Charter and Comcast do not compete directly with one another in New York.

In support of their Joint Petition, Petitioners state further as follows:

2 Certain of the subjects and benefits discussed in this Joint Petition pertain to non-jurisdictional products and services. While those items are included herein in order to provide a comprehensive view of the public interest benefits of the proposed transaction, Petitioners respectfully reserve all rights relating to the inclusion of or reference to such information, including without limitation Petitioners’ legal and equitable rights relating to jurisdiction, filing, disclosure, relevancy, due process, review and appeal. The inclusion of or reference to non-jurisdictional information may not be construed as a waiver of any rights or objections otherwise available to Petitioners in this or any other proceeding, and may not be deemed an admission of relevancy, materiality or admissibility generally or with specific regard to the Commission’s actual public interest standard under applicable law.

I. DESCRIPTION OF THE PARTIES

A. Charter and the Charter Subsidiaries

Charter is a Delaware corporation, headquartered in Stamford, Connecticut, whose shares are publicly traded on the NASDAQ Global Select Market. Charter operates in 29 states, employs more than 21,000 people, and provides traditional cable video services (basic and digital), advanced video services, high-speed Internet services, and voice services to more than 6 million residential and business customers.3

Charter serves approximately 4.2 million residential video customers nationwide – 93 percent of whom subscribe to digital video service. Charter also serves approximately 4.5 million residential Internet customers and provides advanced voice over Internet protocol (“VoIP”) services to approximately 2.3 million residential customers. Charter also provides scalable, tailored communications solutions to approximately 581,000 commercial primary service units, including advanced video services, broadband Internet access, business voice services, data networking, and “last-mile” fiber connectivity to cellular towers and office buildings.

1. Voice and Competitive Carrier Services

Charter provides competitive carrier services in New York via its Fiberlink Subsidiary.

The Fiberlink Subsidiary holds an authorization from the Commission to operate as facilities-based common carrier and reseller of telecommunications service in New York, as granted in Case 03-

C-1765, and provides interexchange service pursuant to an authorization from the Federal

Communications Commission (“FCC”). Charter, through its VoIP operating subsidiary, Charter

3 The specific number of video and voice customers served by Charter in New York is competitively sensitive and will be filed separately under confidential seal.

Advanced Services (NY), LLC, provides voice services in New York.4 The Fiberlink Subsidiary does not provide end-user voice services itself, but facilitates the provision of VoIP service by its affiliate by providing network interconnection, telephone numbers, and other services. The

Fiberlink Subsidiary also provides interstate and intrastate telecommunications services to business customers, including private line and data/wide area network services, and switched exchange access services to interconnecting carriers who terminate calls on its network.5

2. Cable Systems and Video Services

Charter, one of the top cable and communications companies in the nation, provides cable television and other services in New York via the Cable Franchisee Subsidiaries, which operate cable systems in and around Plattsburgh and Chatham, New York. The Cable Franchisee

Subsidiaries provide service to approximately 14,000 residential and business customers in the

Plattsburgh service area and approximately 2,500 residential and business customers in the

Chatham service area.6

B. Comcast

Comcast is a publicly traded corporation organized under the laws of Pennsylvania. Its principal offices are located at One Comcast Center, 1701 JFK Boulevard, Philadelphia,

Pennsylvania 19103 and its telephone number is (215) 286-1700. Comcast is a global media and technology company with network facilities covering portions of 39 states and the District of

4 As the VoIP operating subsidiary is not a regulated entity under New York law, the Joint Petition does not seek Commission authorization for the transfer of that subsidiary. 5 The number of customers served by the Fiberlink Subsidiary in New York will be filed separately under confidential seal. 6 Charter’s divestiture of its New York operations, and other transactions that will result in its ownership and management of cable systems in other states in and contiguous to other Charter states of operation will result in the same sorts of efficiencies that will arise from the transactions contemplated by this petition.

Columbia. No individual or company holds, directly or indirectly, a ten percent or greater equity interest in Comcast.7 Comcast is a leading provider of video, high-speed Internet, digital voice, and other next-generation services and technologies to residential customers and small- and medium-sized businesses. Comcast currently owns and operates cable systems serving approximately 22.6 million video customers, including residential and business customers. It also delivers high-speed Internet service to approximately 21.1 million customers, including residential and business customers. Comcast also owns NBCUniversal, a global media, news, and entertainment company. Having consistently invented, developed, deployed, and improved a wide range of new technologies and services, Comcast has established a reputation as an industry leader in communications, technology, financial performance, and operational efficiency.

1. Voice and Competitive Carrier Services

Comcast, through its VoIP operating subsidiary, currently provides facilities-based, digital- quality phone service using VoIP technology to approximately 10.9 million customers, including residential and business customers.

At present, Comcast has a limited service territory in New York, and currently offers competitive VoIP services to residential and business customers in the state.8 Further, through its

New York operating subsidiary, Comcast Phone of New York, LLC, Comcast offers intrastate wholesale telecommunications services, including switched access service and local

7 Brian L. Roberts, Comcast’s Chairman and Chief Executive Officer, has or is attributed with the power to vote stock that represents 33-1/3 percent of the voting power of Comcast’s voting common stock. Mr. Roberts’s voting interest is held primarily through his control of BRCC Holdings, LLC, a Delaware limited liability company of which he is the sole Manager. No other individual or entity has or is attributed with, directly or indirectly, a ten percent or greater voting interest in Comcast. 8 Services are offered in 10 communities within Dutchess, Putnam, Washington and Westchester Counties.

interconnection service to retail VoIP providers.9 Comcast’s wholesale business also includes the provision of cellular backhaul services to wireless carriers, which helps such carriers manage their network bandwidth more efficiently by leasing fiber facilities from Comcast for the transmission of wireless traffic between their cell towers and mobile switching offices.

Following approval and consummation of the Comcast-TWC Transaction, control of the

TWC subsidiaries that provide voice services in New York will be transferred to Comcast. These prospective Comcast subsidiaries currently serve over 2.2 million customers in approximately

1,150 New York communities. Prospective Comcast subsidiary Time Warner Cable Information

Services (New York), LLC (“TWCIS”) is authorized in New York to provide all forms of telecommunications services pursuant to a Certificate of Public Convenience and Necessity

(“CPCN”) granted in Case 98-C-0593, issued on April 23, 1998, and has been designated by the

Commission as an eligible telecommunications carrier (“ETC”) for purposes of receiving federal universal service support for offering Lifeline service.10 Prospective Comcast subsidiary Time

Warner Cable Business, LLC (“TWCB”) is authorized in New York to provide facilities-based and resold telephone service (excluding local exchange service) pursuant to a CPCN granted in

Matter No. 13-01705 issued on November 6, 2013, and updated on November 27, 2013.

2. Cable Systems and Video Services

Comcast currently owns and operates cable systems serving approximately 22.6 million video customers nationwide, including residential and business customers. Since 1996, Comcast and its predecessors-in-ownership have invested tens of billions of dollars to upgrade network

9 Case 08-C-0727. Comcast also offers interstate transport services, including Metro Ethernet services, to retail and wholesale customers pursuant to its interstate authority. 10 Case 12-C-0510, Petition of Time Warner Cable Information Services (New York), LLC for Modification of Its Existing Eligible Telecommunications Carrier Designation, Order Approving Designation as a Lifeline-Only Eligible Telecommunications Carrier (Issued and Effective March 18, 2013).

infrastructure by installing fiber optics and other technological enhancements. Comcast led the industry in transitioning to digital and has already implemented an all-digital platform across its systems.

Comcast provides a variety of video services with access to tens of thousands of entertainment choices under the XFINITY brand. Customers enjoy a full array of both traditional and advanced video products, including hundreds of channels of linear video programming from local broadcast stations, premium cable programmers, and national, regional, and local cable networks; programming packages tailored for diverse audiences; pay-per-view services; an impressive range of high-definition (“HD”) programming; approximately 50,000 video-on- demand (“VOD”) choices on XFINITY On Demand, most of which are available to digital video customers at no additional charge; digital video recorder (“DVR”) services; and interactive programming guides. In addition, Comcast recently began to offer its customers the option to purchase and own digital copies of movies and television shows.

Through XFINITY.com/TV and the XFINITY TV Go app, Comcast customers can stream over the Internet to their PCs and mobile devices over 50 linear cable networks and thousands of hours of the latest TV shows and popular movies, and, with the XFINITY TV Go app, Comcast customers can even download movies and shows to their mobile device to take anywhere. The most striking example of Comcast’s efforts to provide its customers with cutting-edge services is

Comcast’s next-generation entertainment operating system, the X1 platform, which is now available across Comcast’s entire footprint.

II. DESIGNATED CONTACTS

Questions, correspondence, or other communications concerning this Joint Petition should be directed to the following contacts:

For Comcast: 6

Brian A. Rankin Senior Deputy General Counsel Vice President, Chief Regulatory Counsel – Cable Comcast Corporation 1701 John F. Kennedy Boulevard, 55th Floor Philadelphia, PA 19103 215-286-7325 (tel.) 215-286-5039 (fax) [email protected]

With copies to:

Andrew M. Klein Jennifer L. Kostyu Allen C. Zoracki Wilkinson Barker Knauer, LLP KLEIN LAW GROUP PLLC 2300 N Street, N.W., Suite 700 1250 Connecticut Ave. N.W., Suite 200 Washington, D.C. 20037 Washington, D.C. 20036 202-783-4141 (tel.) 202-289-6955 (tel.) 202-783-5851 (fax) [email protected] [email protected] [email protected] Wesley R. Heppler James F. Ireland Davis Wright Tremaine LLP 1919 Pennsylvania Avenue NW, Suite 800 Washington, D.C. 20006 (202) 973-4246 [email protected] [email protected]

For Charter:

(Fiberink Subsidiary) (Cable Franchisee Subsidiaries) Michael R. Moore Mark Brown Vice President, Associate General Vice President, State Governmental Counsel Affairs Charter Communications, Inc. Charter Communications, Inc. 12405 Powerscourt Dr. 11720 Amber Park Drive, Suite 160 St. Louis, MO 63131 Alpharetta, GA 30009 (314) 543-2414 (tel.) (770) 754-5269 (314) 965-6640 (fax) [email protected]

With copies to:

Gardner F. Gillespie Mary Ellen Callahan

J. D. Thomas Jenner & Block LLP Sheppard Mullin Richter & 1099 New York Ave., NW Hampton LLP Suite 900 1300 I Street, N.W. Washington, D.C. 20001 Washington, D.C. 20005 (202) 639-6000 (tel.) (202) 218-0000 (202) 661-4921 (fax) [email protected]

III. DESCRIPTION OF THE TRANSACTION

This transaction is part of a multi-state transaction between Charter and Comcast under which various cable and communications systems will be exchanged. Pursuant to an Agreement between the Petitioners, dated as of April 25, 2014 (the “Agreement”),11 whereby, contingent upon and following approval and consummation of the Comcast-TWC Transaction, three separate transactions will occur impacting the ownership of certain cable systems currently owned by

Comcast, TWC and Charter in various parts of the United States:

(1) Comcast will sell former TWC systems serving approximately 1.5 million customer to

Charter;

(2) Charter and Comcast will exchange cable systems and related assets, resulting in

approximately 1.5 million former TWC customers going to Charter and 1.6 million

customers going to Comcast;

(3) Comcast will spin off a new, independent company that will operate systems serving

approximately 2.5 million former Comcast customers.

This transaction is designed to enhance the geographic rationalization of each company’s cable systems, and create other efficiencies, following approval and closing of the Comcast-TWC

11 A copy of the Agreement is available at http://corporate.comcast.com/twctransaction/official-filings- together under “Official Filings.” In addition, Comcast filed a Securities and Exchange Commission Form S-4A Registration Statement on May 23, 2014, which is available at http://corporate.comcast.com/twctransaction/official-filings-together under “Official Filings” or via hard copy upon request.

Transaction. Overall, Comcast will divest systems resulting in a net reduction of approximately

3.9 million residential video customers nationwide following consummation of the Comcast-TWC

Transaction.

While the lion’s share of the Comcast-Charter transaction relates to cable systems in other

States, both of the Charter New York cable systems are included in the second part of the transaction described above, and thus will be transferred to Comcast. By combining these transferred systems with Comcast’s retained systems (including the systems to be acquired by

Comcast upon approval of the Comcast-TWC Transaction), this transaction (along with the transactions in other states) will close geographical gaps in both companies’ operations that would otherwise remain and will consequently result in far more efficient contiguous service areas in the post-Comcast-TWC Transaction footprint in New York.12 It is anticipated that the transaction will be seamless to Charter’s New York customers. The specifics of the transaction to take place in

New York are discussed below.

A. Transfer of Fiberlink Subsidiary

Charter currently is the ultimate owner and controlling entity of the Fiberlink Subsidiary, through intermediate subsidiaries. In the transaction, the Fiberlink Subsidiary’s immediate parent,

CCO Fiberlink, LLC, will transfer control of the Fiberlink Subsidiary, through a series of tax- efficient intermediate corporate steps, to a Comcast subsidiary, TWCIS HoldCo, LLC, such that

Comcast will become the ultimate owner and controlling entity of the Fiberlink Subsidiary.

Corporate organizational charts showing the ownership structure for the Fiberlink Subsidiary before and after the transaction are attached to this application as Exhibit A. Immediately,

12 The closing of Comcast’s acquisition of TWC will occur prior to the closing of this transaction. Thus, at the time the instant transaction closes, TWC will already be a wholly-owned subsidiary of Comcast. The instant transaction is planned to take place only if Comcast’s acquisition of TWC is approved and closes.

Comcast will then assign the regulated customers of the Fiberlink Subsidiary in New York from the Fiberlink Subsidiary to TWCB.

B. Transfer of Cable Franchisee Subsidiaries

Charter currently is the ultimate owner and controlling entity of the Cable Franchisee

Subsidiaries, through intermediate subsidiaries. The Cable Franchisee Subsidiaries are comprised of the following entities which serve the communities identified on Attachment A to the FCC Form

394:13

 Charter Communications Entertainment I, LLC;

 Ausable Cable TV, Inc. (“Ausable”);

 Plattsburgh Cablevision, Inc., and

 Falcon First Cable Of New York, Inc (“Falcon”).

The transfer of the Cable Franchisee Subsidiaries to Comcast will consist of two distinct but immediately sequential steps for each of the entities identified above.

In Step One, Charter will transfer the franchises held by the four existing franchisees to three new indirect, wholly-owned subsidiaries of Charter.14

In Step Two of the proposed transaction, a new Comcast subsidiary (following the consummation of the Comcast-TWC Transaction) Time Warner Cable Enterprises LLC (“TWC

13 The Form 394 is Exhibit B to this Joint Petition. 14 The franchises held by Charter Communications Entertainment I, LLC will be assigned to a newly formed, indirect Charter subsidiary named CCO Transfers, LLC. The franchises held by Ausable will be assigned to a newly formed, indirect Charter subsidiary named ACTV Transfers V, LLC (“ACTV”). The franchises held by Plattsburgh Cablevision, Inc. and Falcon (following Falcon’s merger into Plattsburgh Cablevision) will be assigned to a newly formed, indirect Charter subsidiary named PCI Transfers VI, LLC (“PCI”). Accordingly, at closing, these newly formed, Charter controlled subsidiaries will be the Cable Franchisee Subsidiaries.

Enterprises”) will acquire all of the equity of franchise holders CCO Transfers, LLC, ACTV and

PCI.

TWC Enterprises is a limited liability company organized in Delaware and is currently a direct, wholly-owned subsidiary of TWC. Upon the consummation of the Comcast-TWC

Transaction, TWC will become a direct, wholly-owned subsidiary of Comcast. As a result, upon the completion of the instant transaction, Comcast will be the indirect ultimate parent of TWC

Enterprises and of the Cable Franchisee Subsidiaries.

Accordingly, upon the completion of the proposed transaction, the Cable Franchisee

Subsidiaries will own and operate the cable systems serving their customers in New York.

Ultimate control of the Cable Franchisee Subsidiaries will change from Charter to Comcast.

Charter will no longer operate any cable systems in New York.

IV. COMCAST POSSESSES THE REQUISITE FINANCIAL, TECHNICAL, AND MANAGERIAL QUALIFICATIONS TO PROVIDE RELIABLE SERVICE AND ACQUIRE CONTROL OF THE CHARTER SUBSIDIARIES

Comcast is a financially strong, publicly traded corporation well positioned to effectively manage the Charter Subsidiaries in New York. In 2013, the company saw an increase in consolidated revenue of 3.3 percent to $64.7 billion and an increase in consolidated operating income of 11.4 percent to $13.6 billion; revenues from voice services increased 2.8 percent to $3.6 billion.15 The Charter Subsidiaries will therefore still be part of an organization with a solid balance sheet and the financial capabilities to undertake the transaction and provide innovative, high-quality services in New York.

15 See Comcast Corporation, Form 10-K Annual Report, (Feb. 12, 2014), available at http://files.shareholder.com/downloads/CMCSA/3017552850x0xS1193125-14-47522/1166691/filing.pdf. Further information regarding Comcast’s finances also is available at http://cmcsk.com/financials.cfm.

Comcast also has expert technological capabilities as a communications provider.

Comcast’s experience includes an array of communications and broadband services, including local and long distance voice (using VoIP technology), broadband data and video, as well as other service offerings. In particular, Comcast has significant managerial capability and experience as a top-tier communications service provider, which will benefit the Charter Subsidiaries’ customers. And, as an experienced service provider, Comcast also has long-established relationships with peers, partners, suppliers, regulators, and customers.

Moreover, Comcast invests heavily in talent, research and development, and the infrastructure needed to facilitate creativity and invention, creating a culture of innovation within the company. Comcast’s technological capabilities and experience will ensure that the Charter

Subsidiaries’ customers will continue to receive the same or higher quality products and services than they currently enjoy. The company’s history and actions demonstrate a commitment to making the investment necessary to ensure that its network is not only robust for today's needs but capable of evolving to meet tomorrow’s consumer and business demands. Finally, Comcast’s management is intensely focused on innovation, competition, customer service and service quality.

Detailed information regarding Comcast’s leadership team is available at http://corporate.comcast.com/our-company/leadership.

Pursuant to NYCRR Section 897.4(e), this Joint Petition includes an FCC Form 394, which is attached as Exhibit B. As the Commission is aware, the Form 394 is designed to provide the relevant information the Commission needs to assess the financial, legal, and technical qualifications of Comcast to be the ultimate parent entity of the Cable Franchisee Subsidiaries.

The information provided in the attached Form 394 demonstrates that Comcast is financially, legally, and technically qualified to acquire control of the Cable Franchisee Subsidiaries.

V. APPROVAL OF THE TRANSACTION IS IN THE PUBLIC INTEREST

This transaction will generate substantial public interest benefits and thus warrants expeditious approval. As illustrated by the map in Exhibit C, by combining Charter's transferred system with Comcast's retained New York systems and those to be acquired in the Comcast-TWC

Transaction, the proposed transaction will result in the creation of additional contiguous service areas in Comcast’s New York footprint. The enhanced geographic contiguity of Comcast's New

York cable systems will produce economies of scale and scope and other efficiencies for Comcast, which will ultimately redound to the benefit of Comcast's residential and business customers, including those former Charter customers acquired in the proposed transaction. Furthermore, the proposed transaction will allow Charter’s former New York customers to realize the demonstrated public interest benefits that will arise from the Comcast-TWC Transaction, including net benefits to core voice, video and broadband services (through ongoing enhancements to the expanded

Comcast network), new tools for technicians to quickly and correctly diagnose and address issues, security and risk management improvements, innovative partnerships with educational and governmental entities, and other public interest benefits.16

16 See Case No. 14-M-0183, Joint Petition of Time Warner Cable Inc. and Comcast Corporation, at 12-30. Among other things, through the acquisition, of TWC’s customers and markets, Comcast will expand its video subscriber base by approximately 7 million (after divesting systems serving approximately 3.9 million customers). After the divestitures, the combined company will serve approximately 29 percent of multichannel video provider distributor subscribers nationwide. The incremental scale will promote continued innovation by providing a broader base of customers across which to spread the high fixed costs of research and development. A few powerful economic mechanisms will drive the core competitive benefits from the transaction: (a) economies of scale, (b) expanded geographic reach, and (c) sharing of technologies and services.

A. The Transaction Will Provide Benefits to New York Consumers Through Improved Geographic Rationalization

As the FCC has repeatedly recognized, contiguous regional service areas can provide benefits to consumers as they (1) “increase economies of scale and size, and thus enable cable operators to offer an increased variety of broadband services at reduced prices to customers in geographic areas that are larger than single cable franchise areas;” (2) “make cable operators more effective competitors to LECs whose local service areas are usually much larger than a single

[cable] franchise area;” and (3) “provide a means of improving efficiency, reducing costs, and attracting increased advertising.”17 The Federal Trade Commission has likewise concluded that efficient geographic footprints “enable[] cable firms to realize economies of scale associated with providing cable service in contiguous areas” and “lower several categories of costs, such as management, administrative and marketing costs, as well as the expense of providing system upgrades.”18 Creating more contiguous, comprehensive footprints also better positions cable

17 Annual Assessment of the Status of Competition in the Market for the Delivery of Video Programming, Thirteenth Annual Report, 24 FCC Rcd. 542180 (2009); see also Applications Filed for Transfer of Control of Insight Commc’ns Co. to Time Warner Cable Inc., Memorandum Opinion and Order, 27 FCC Rcd. 497 ¶ 24 (2012); Applications for Consent to the Assignment and/or Transfer of Control of Licenses Adelphia Commc’ns Corp. to Time Warner Cable Inc. et al., Memorandum Opinion and Order, 21 FCC Rcd. 8203 ¶¶ 271, 276 (2006) (“[T]o the extent that the transactions, through clustering or through the proposed upgrades and deployment schedules, result in the addition of competitive, facilities-based telephony service in Adelphia service areas or to unserved areas where Applicants currently operate cable systems, we find that consumers could benefit.”); Annual Assessment of the Status of Competition in the Market for the Delivery of Video Programming, Eighth Annual Report, 17 FCC Rcd. 1244 ¶ 14 (2002); Annual Assessment of the Status of Competition in the Market for the Delivery of Video Programming, Seventh Annual Report, 16 FCC Rcd. 6005 ¶ 153 (2001). 18 Sports Programming and Cable Distribution: The Comcast Time Warner/Adelphia Transaction: Hearing Before the S. Comm. on the Judiciary, 109th Cong. 4 (2006) (statement of Michael Salinger, Dir. Bureau of Economics, Federal Trade Commission), available at http://www.ftc.gov/sites/default/files/documents/public_statements/prepared-statement-federal-trade- commission-sports-programming-and-cable- distribution/p052103sportsprogrammingandcabledistributiontestimonysenate12062006.pdf.

companies “to compete with local telephone companies and other providers in the delivery of video and telephone service.”19

The proposed transaction will produce these same demonstrable efficiencies for Comcast and will drive numerous benefits for residential and business customers, including the former

Charter customers in New York:

Benefits to Residential Customers. By filling in gaps in Comcast’s regional service footprint, the proposed transaction will create efficiencies that will facilitate (1) accelerated deployment of innovative services and improvements in network reliability; (2) improved Wi-Fi access; and (3) better, more efficient customer service.

First, deploying advanced services to customers – such as the X1 platform and DVR with cloud technology, DOCSIS 3.1, and faster broadband speeds – requires network infrastructure upgrades, which entail large fixed cost investments at the regional level. An expanded, contiguous regional presence allows Comcast to better leverage its investments in local network infrastructure

– such as VOD and high-speed data infrastructure and other equipment – and makes additional investment more likely.

Second, the proposed transaction will provide Comcast with even greater incentives to invest further in its already robust XFINITY Wi-Fi network in the regions where Comcast is filling in its footprint.20 In particular, Comcast has made Wi-Fi deployment a priority and is likely to

19 Id. 20 Comcast currently has over one million Wi-Fi hotspots across the United States and plans to reach eight million hotspots by the end of 2014. Press Release, Comcast Corp., Comcast to Reach Eight Million XFINITY WiFi Hotspots in 2014 (Apr. 30, 2014), http://corporate.comcast.com/news- information/news-feed/comcast-to-reach-8-million-xfinity-wifi-hotspots-in-2014.

deploy additional Wi-Fi hotspots in these regions, including New York. As a result of the proposed transaction, therefore, customers across Comcast's expanded New York service area will enjoy more prevalent Wi-Fi coverage.21

Third, enhanced geographic rationalization as a result of the proposed transaction will mean that Comcast should be able to deploy customer service centers, retail stores, and truck fleets in more central locations and thus potentially closer to the newly-acquired customers, enabling

Comcast to provide better, more convenient customer service at lower costs.

Benefits to Business Customers. Comcast’s greater presence in several regional markets, including New York and New England (among others), will enhance Comcast’s ability to compete with incumbent local exchange carriers (“ILECs”) and serve regional, super-regional, and enterprise businesses located in these markets through increased investment and deployment of advanced broadband facilities and services. Geographic constraints have hindered Comcast,

Charter, and other cable companies from competing effectively against the large ILECs with the scale and scope to serve larger business customers that have multiple office locations spanning various regions. For such customers, the only alternative to an ILEC is to rely on an “aggregator” that cobbles together multiple providers’ offerings across many regions. By expanding the regional geographic reach and increasing the regional density of Comcast’s network, this transaction will enable Comcast to serve more of the businesses with locations concentrated in these regions on an “on net” basis (i.e., utilizing its own network). This will bring much-needed competition to the business services market and also translate into lower prices (through reduced

21 See In the Matter of Applications of Comcast Corp. and Time Warner Cable Inc. For Consent to Transfer Control of Licenses and Authorizations, FCC, MB Docket No. 14-57, Applications and Public Interest Statement, at 71-72 (filed Apr. 8, 2014).

costs and the elimination of double marginalization) and higher quality service for business customers.

The Comcast-TWC Transaction, along with more contiguous regional footprints resulting from this transaction, will also spur competition in the business services sector. Improved economies of scale and scope – both at the national and regional level – following the transactions will better position Comcast to drive fiber and other high-speed capacity technology into its network and to build out Metro Ethernet facilities to meet the needs of larger businesses. These efficiencies also will allow Comcast to offer better options, lower prices, and higher quality service to businesses of all sizes, particularly those regional, super-regional, and enterprise businesses. In addition, it will strengthen Comcast’s ability to be a significant option in the competitive wireless backhaul market, which continues to grow in importance.

B. The Transaction Will Provide Benefits to the Charter System Realized from the Comcast-TWC Transaction

In addition to the benefits that will flow from improvements in Comcast’s regional presence as a result of the proposed transaction, customers in the acquired Charter New York systems will also enjoy the following key benefits, among others, that will arise from the Comcast-

TWC Transaction:

1. Greater Investment in, and Deployment of, Industry-Leading Products and Services

Comcast has extensive experience in providing some of the industry’s fastest broadband speeds, expansive Wi-Fi options, next-generation video technologies and services (including

Comcast’s cutting-edge X1 platform and DVR with cloud technology), a robust and ever-growing

VOD library and TV Everywhere experience, service innovations like self-installation options and a focus on network reliability and customer service, and advanced voice services. Comcast is eager to bring its own vision to these new Charter areas. In addition, the increased scale, greater

geographic reach, and synergies afforded by the Comcast-TWC Transaction will provide the combined company with greater ability to invest in and deploy even more advanced broadband, video and voice services in the acquired TWC and Charter systems in New York.

2. Enhanced Competition and Choice for Business Customers

As noted above, the more contiguous regional footprint resulting from this transaction and the Comcast-TWC Transaction will foster intermodal competition in the business services sector.

Through the improved economies of scale and scope, and other efficiencies, Comcast will be better positioned to drive fiber and other high-speed capacity into the network, offer superior packages, lower prices, and higher quality service to businesses of all sizes, and enhance Comcast’s ability to serve the wireless backhaul market. Businesses, and the customers they serve, will experience a wide array of benefits.

3. Enhanced Intermodal Competition in the Voice Marketplace

Following consummation of the transaction, Comcast will continue to offer highly competitive services to customers in Charter’s New York service areas. The transaction will allow

Comcast to integrate the best features of its voice offerings with the best features of both TWC’s and Charter’s offerings.22 Across its current footprint, Comcast offers its XFINITY Voice customers several enhanced features, combining traditional features such as call waiting, three- way calling, and voicemail with newer offerings such as caller ID provided over television, laptop, or mobile device, and Readable Voicemail. Comcast also offers customers the ability to send and receive unlimited text messages to and from their XFINITY Voice telephone numbers. As system

22 Due to variances in the capability of the network and plant in the existing service territories, the precise level and types of services to be made available following closing of the transaction will vary accordingly.

integration and upgrades are completed, New York residents will benefit from access to these cutting-edge products and services.

By integrating Comcast’s service offerings into the services currently offered by the

Charter Subsidiaries, the competitive landscape will be enhanced through a wider and expanding set of residential voice services and additional intermodal competition. The Commission’s longstanding interests in intermodal competition and universal service are thus served by approval of this transaction.

4. Benefits of the X1 Platform

Comcast’s launch of its X1 platform and successor X2 user interface are key examples of the video technology that Comcast has deployed to its customers, representative of the technology

Comcast hopes to extend to customers in Charter’s current New York service areas. Comcast’s scale, commitment to innovation, research and development, and huge infrastructure investments led to the development and deployment of the Comcast X1 platform. The X1 platform gives customers unmatched interactive TV functionality featuring a state-of-the-art user interface and other product features that revolutionize customers’ viewing experiences:

 Integrated search (across TV, XFINITY On Demand, and DVR) with instant play;

 Access to the Internet and apps like Facebook and Pandora, as well as integrated TV apps like weather and traffic;

 Cross-product integration, including access to voicemail from the TV;

 Enhanced personalization and recommendations;

 A “Last 9” feature that enables customers to easily access the last nine channels, VOD programs, and apps that were viewed or used;

 The X1 remote app, which offers a new remote control experience by letting customers use their iPhones and iPads to control their TVs with a simple gesture, or use voice commands to easily navigate the programming guide, and

 The X1’s network-based user interface, which enables Comcast to implement upgrades without swapping out customer equipment, thereby leading to faster innovation cycles.

Through this transaction, customers in New York will be able to experience the benefits of this revolutionary video experience.

5. Increased Availability of Broadband to Schools and Libraries

Comcast provides high-speed connectivity to thousands of schools and libraries across its footprint and competes aggressively in the business services market, which includes Comcast’s E- rate business. Through the efficiencies attained through the Comcast-TWC Transaction and this transaction, Comcast expects to be a stronger, more cost-efficient competitor than it is today, which will potentially enable it to win more competitive bids, including bids to serve schools and libraries. Comcast looks forward to working with the Commission and other State agencies to identify and attempt to fulfill currently unmet school and library needs, and to expanding the company’s relationships with community organizations to extend the reach of the Internet

Essentials program.23

6. Other Public Interest Benefits

This transaction will also extend a variety of other public interest benefits to more New

Yorkers, including benefits resulting from the extension of conditions and commitments from

Comcast’s acquisition of NBCUniversal. These include Open Internet protections and standalone broadband offerings, as well as Comcast’s commitment to its Internet Essentials broadband adoption program, diversity, accessibility and cybersecurity.

23 See Case 14-M-0183, Joint Petition of Time Warner Cable Inc. and Comcast Corporation, at 26 (providing a description of Comcast’s Internet Essentials program).

C. The Transaction Will Result in No Public Interest Harms

Comcast is financially, legally and technically qualified to be the ultimate parent of the

Charter Subsidiaries. In addition, the proposed transaction raises no competitive concerns and poses no harm to the New York voice or video markets. Since Comcast and Charter serve distinct geographic markets in New York and do not compete today, there will be no reduction in competitive choices for consumers or harm to either the voice or cable service markets as a result of the proposed transaction. The marketplace for such services is highly competitive, and, post- transaction, consumers in the areas served by the acquired Charter system will continue to have as many providers to choose from as they do today. Indeed, as discussed above, intermodal competition in the Charter service areas will be enhanced by this transaction.

VI. CONCLUSION

The proposed transaction will generate substantial public interest benefits for New York in a variety of areas, including core voice, video and broadband services, operations and offerings, intermodal competition, and economic development. Comcast and Charter respectfully submit that the public interest, convenience, and necessity will be furthered by grant of this Joint Petition, and respectfully request that such grant be provided on an expeditious basis.

Respectfully submitted,

Allen C. Zoracki KLEIN LAW GROUP PLLC 1250 Connecticut Ave. N.W., Suite 200 Washington, D.C. 20036 (202) 289-6955 [email protected] [email protected] Counsel to Comcast Corporation

21 Mary Ellen Callahan Jenner & Block LLP 1099 New York Avenue, N.W., Suite 900 Washington, DC 20001 Telephone: (202) 639-6064 Fax: (202) 661-4921 E-mai I: M ECa llahan(ij';jenner.com Counselfor Charter Communications, inc.

Dated: June 17,2014

LIST OF EXHIBITS

EXHIBIT A – Pre- and Post-Transaction Illustrative Charts

EXHIBIT B – FCC Form 394

EXHIBIT C – Map of Exchanged and Divested Service Areas

PHILADELPHIA § § STATE OF PENNSL YV ANIA §

VERIFICATION

I, Lynn R. Charytan, state that I am Senior Vice President, Legal Regulatory Affairs for

Comcast Corporation ("Comcast"); that I am authorized to make this Verification on behalf of

Comcast; that the foregoing filing was prepared under my direction and supervision; and that the contents are true and correct to the best of my knowledge, information, and belief.

Sworn and subscribed before me thi s /.1_~ ay of June, 2014.

·- -~~ OMMONWEALTH OF PENNSYLVANIA ()I My commission expires WCUJ ch d ,0! 8 NOTARIAL SEAL '-- : c;1.HISTIN~ KLUMPP, Notary Public : • C1,ty of Phl!adelphia, Phila. County '--~Y CommissiOn Expires March 2. 201S STATE OF MISSOURI § § CITY OF ST. LOUIS §

VERIFICATION

I, Michael R. Moore, state that I am Vice President & Associate General Counsel,

Regulatory Affairs, of Charter Communications, Inc. ("Charter"); that I am authorized to make this Verification on behalf of Charter; that the foregoing filing was prepared under my direction and supervision; and that the contents are true and correct to the best of my knowledge, information, and belief

Michael R. Moore

Sworn and subscribed before me this 13th day of June, 2014.

JANEEN DOMAGALSKI My Commission Expires April25, 2017 St. Louis County ~~' Commission #1340536 0 tJotary Public t1

My commission expires t..tlus--;f;0/7 I I