Attachment Accepted for Filling

Accepted for Filling

PUBLIC NOTICE

Public Notice

2014-07-15

This document pretains to ITC-T/C-20140408-00116 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2014040800116_1054045

PUBLIC NOTICE Federal Communications Commission News Media Information 202 / 418-0500 445 12th St., S.W. Internet: http://www.fcc.gov Washington, D.C. 20554 TTY: 1-888-835-5322 DA 14-986 Released: July 10, 2014 COMMISSION SEEKS COMMENT ON APPLICATIONS OF COMCAST CORPORATION, TIME WARNER CABLE INC., CHARTER COMMUNICATIONS, INC., AND SPINCO TO ASSIGN AND TRANSFER CONTROL OF FCC LICENSES AND OTHER AUTHORIZATIONS MB Docket No. 14-57 Comments/Petitions Due: August 25, 2014 Responses to Comments/Oppositions to Petitions Due: September 23, 2014 Replies to Responses/Oppositions Due: October 8, 2014 On April 8, 2014, Comcast Corporation (“Comcast”) and Time Warner Cable Inc. (“TWC”) submitted joint applications to the Commission seeking consent to transfer control of various Commission licenses and other authorizations pursuant to Sections 214 and 310(d) of the Communications Act of 1934, as amended (“Act”).1 The proposed Comcast-TWC transfers, if completed, would effectuate the sale of certain cable systems and assets of TWC and its affiliates and related entities to subsidiaries or affiliates of Comcast. Additionally, in connection with the proposed Comcast-TWC transaction, Time Warner Entertainment–Advance/Newhouse Partnership (“TWE-A/N”) and Comcast have submitted applications for the transfer to Comcast of TWE-A/N’s interest in licenses and other authorizations held by Bright House Networks, LLC (“Bright House”).2 1 See 47 U.S.C. §§ 214, 310(d); Applications of Comcast Corp. and Time Warner Cable Inc. for Consent to Transfer Control of Licenses and Authorizations, Applications and Public Interest Statement (filed Apr. 8, 2014) (“Comcast- TWC Application”). 2 Id. at 173 n.468. According to the Comcast-TWC Application, TWC holds 66.67 percent of TWE-A/N, which in turn is the sole LLC member of Bright House. Id. Advance/Newhouse Partnership — an entity in which TWC holds no legal or economic interest — holds the remaining 33.33 percent of TWE-A/N. Id. According to the Comcast-TWC Application, TWC provides to Bright House certain services, such as programming and technology support, in exchange for an annual fee but does not share in its profits and losses. Id. By contrast, according to Comcast and TWC, Advance/Newhouse Partnership exercises exclusive day-to-day management responsibility for, and de facto control over, the operation of the Bright House systems. Id.

Subsequent to the filing of the Comcast-TWC Application, on June 4, 2014, Comcast, Charter Communications, Inc. (“Charter”), and SpinCo3 (collectively, the “Divestiture Applicants”) filed transfer applications pursuant to Sections 214 and 310(d) of the Act to effectuate a series of transactions between Comcast and Charter (collectively, the “Divestiture Transactions”).4 The Divestiture Transactions consist of the following three transactions: (i) a sale to Charter of cable systems serving approximately 1.5 million former TWC video customers; (ii) an exchange between Comcast and Charter of cable systems serving approximately 1.5 million former TWC video customers, as well as seven cable networks affiliated with those systems, and approximately 1.6 million Charter video customers and three cable networks affiliated with those systems; and (iii) a spinoff of cable systems serving approximately 2.5 million legacy Comcast video customers into SpinCo, which will operate as a new, publicly traded cable company.5 According to the parties, the Divestiture Transactions would result in a net reduction of approximately 3.9 million residential video customers for the combined Comcast and TWC.6 In addition, on June 5, 2014, Comcast and TWC submitted a joint letter updating figures, maps, tables, and statements in the Comcast-TWC Application in light of the proposed Divestiture Transactions.7 In the letter, the parties formally request that the Commission consider and process the applications for the proposed Divestiture Transactions contemporaneously with the Comcast-TWC Application in a single pleading 3 According to Divestiture Applicants, after the close of the Comcast-TWC transaction, Comcast intends to form SpinCo, transfer to it certain cable assets and liabilities, and then spin it off to Comcast shareholders, thereby establishing a new, publicly traded cable company. Public Interest Statement of SpinCo, Charter Communications, Inc., and Comcast Corporation, Spin Transaction, MB Docket No. 14-57 (June 4, 2014) (“SpinCo Public Interest Statement”) at 5. 4 See 47 U.S.C. §§ 214, 310(d); Public Interest Statement of Comcast Corporation and Charter Communications, Inc., Charter-to-Comcast Exchange Transaction, MB Docket No. 14-57 (June 4, 2014) (“Charter-to-Comcast Exchange Public Interest Statement”); Public Interest Statement of Charter Communications, Inc. and Comcast Corporation, Comcast-to-Charter Exchange and Sale Transactions, MB Docket No. 14-57 (June 4, 2014) (“Comcast-to-Charter Sale/Exchange Public Interest Statement”); SpinCo Public Interest Statement. 5 See Letter from Kathryn A. Zachem, Senior Vice President, Regulatory and State Legislative Affairs, Comcast Corp. and Steven Teplitz, Senior Vice President, Government Relations, Time Warner Cable Inc., to Marlene H. Dortch, Secretary, FCC, MB Docket No. 14-57 (June 5, 2014) (“Comcast-TWC Supplement Letter”) at 2. 6 Id. at 2-3. According to Comcast and TWC, the proposed Divestiture Transactions, if completed, would achieve Comcast’s stated intention in the Comcast-TWC Application to reduce its post-transaction national share of managed residential video subscribers below 30 percent. See id. at 1; Comcast-TWC Application at 7. Comcast’s calculation of its post-transaction share of managed residential video subscribers does not include its acquisition of TWC’s attributable interest in cable systems managed by Bright House or any other attributable ownership interests where Comcast does not manage the systems. See Letter from Kathryn A. Zachem, Senior Vice President, Regulatory and State Legislative Affairs, Comcast Corp., Catherine Bohigian, Executive Vice President, Government Affairs, Charter Communications, Inc., and Steven Teplitz, Senior Vice President, Government Relations, Time Warner Cable Inc., to Marlene H. Dortch, Secretary, FCC, MB Docket No. 14-57 (June 24, 2014) (“June 24, 2014 Supplement Letter”) at 9-12. In addition, Charter currently serves approximately 4.2 million residential video customers; however, following the Divestiture Transactions, it will own, or provide services under contract to, cable systems serving approximately 8.3 million video customers. Comcast-to-Charter Sale/Exchange Public Interest Statement at 1-2; June 24, 2014 Supplement Letter at 3. 7 See Comcast-TWC Supplement Letter at 3-8. According to Comcast and TWC, the Divestiture transactions “do not alter any material aspect of the Comcast-TWC transaction or the applications related to that transaction.” Id. at 1. 2

cycle.8 On June 24, 2014, Comcast, Charter, and TWC submitted a letter to provide additional data and information about Comcast, Charter, and SpinCo, as well as Bright House, following the Comcast-TWC transaction and the Divestiture Transactions.9 We seek comment from interested persons to assist the Commission in its independent review of all proposed transfers of licenses and other authorizations referred to in this Public Notice.10 The details of the proposed transfers and the procedures on how to file petitions to deny and comments are set forth below. DESCRIPTION OF THE PROPOSED TRANSACTIONS According to the Comcast-TWC Application, Comcast has entered into an agreement with TWC whereby Comcast will acquire 100 percent of TWC’s equity in exchange for shares of Comcast Class A stock.11 Comcast and TWC state that the proposed transaction is a straightforward acquisition of TWC, and that Comcast plans to retain all of TWC’s existing assets, subject to divestitures of cable systems totaling approximately 3.9 million video subscribers.12 According to the Comcast-TWC Application, at the closing of the transaction, Tango Acquisition Sub, Inc. (“TAS”), a new direct wholly owned subsidiary of Comcast, will merge with TWC under Delaware law.13 At that time, the separate corporate existence of TAS will cease and, thereafter, TWC will be a wholly owned subsidiary of Comcast.14 8 Id. at 2. Comcast and TWC note that the closing of the Comcast-TWC transaction is a pre-condition to the Divestiture Transactions and therefore request that the Commission grant approvals for the Comcast-TWC transaction and the Divestiture Transactions at the same time. Id. at 2 n.4. They also state that, should the closing of the Divestiture Transactions be delayed, or should it fail to occur, Comcast may need the ability to own all of the TWC systems for a period of 12 to 18 months following the closing of the Comcast-TWC transaction in order to complete divestiture in the least disruptive manner. Id. 9 See June 24, 2014 Supplement Letter. 10 A list of the licenses and authorizations subject to the filed applications is included in the Attachment to this Public Notice. 11 Comcast-TWC Application at 7. 12 Id.; Comcast-TWC Supplement Letter at 3. Comcast is currently the largest multichannel video programming distributor (“MVPD”) in the United States and owns and operates cable systems serving approximately 22.6 million video customers. See Comcast-TWC Application at 8; June 24, 2014 Supplement Letter at 2. TWC is the fourth- largest MVPD in the United States, serving approximately 11.4 million video customers. Comcast-TWC Application at 14. Following all of the proposed transactions, including divestitures, Comcast would serve approximately 29.8 million managed video subscribers (or less than 30 percent of MVPD subscribers nationwide). June 24, 2014 Supplement Letter at 2. Moreover, following the Divestiture Transactions, Comcast would operate in 16 of the top 20 Designated Market Areas, the same number as it does today. Comcast-TWC Supplement Letter at 3. In addition to its 29.8 million managed video subscribers post-transaction, as noted above, Comcast will acquire TWC’s attributable interest in cable systems managed by Bright House. According to the applicants, following the proposed transactions, Bright House will serve approximately 2.1 million video subscribers. June 24, 2014 Supplement Letter at 12. 13 Comcast-TWC Application at 7. 14 Id. 3

Contemporaneously with the merger, each TWC share will be converted into the right for TWC stockholders to receive 2.875 shares of Comcast Class A stock.15 In addition, TWE-A/N and Comcast have submitted applications in connection with the proposed Comcast-TWC transaction to transfer control from TWC to Comcast of certain licenses and other authorizations held by Bright House. According to Comcast and TWC, the Comcast-TWC transaction will technically effect a transfer of TWC’s indirect legal interest in Bright House to Comcast.16 Comcast states that it has yet to determine the exact parameters of its post-transaction relationship with Bright House;17 however, according to Comcast and TWC, Advance/Newhouse Partnership, and not TWC, currently has, and will retain, all day-to-day managerial control over, and all economic interest in, the licenses and other authorizations held by Bright House.18 As noted above, Comcast, Charter, and SpinCo have submitted the Divestiture Transactions, pursuant to which Comcast will sell, exchange, and spin off cable systems resulting in a net reduction of approximately 3.9 million residential video customers and the establishment of SpinCo as a new, publicly traded cable company.19 According to the SpinCo Public Interest Statement, SpinCo will operate as an independent cable company serving customers in eleven states.20 As part of the SpinCo transaction, Charter will form a holding company (“New Charter”) and, at the closing of the transaction, a direct, wholly owned subsidiary of New Charter (“Merger Sub 2”) will merge with SpinCo and then cease to exist as a separate corporate entity.21 As a result, Charter will acquire an approximate 33 percent interest in SpinCo, which it will obtain from Comcast shareholders (including former TWC shareholders) in exchange for Charter stock representing an approximate 13 percent stake in Charter (as of the time the SpinCo transaction was announced).22 Comcast shareholders (including former TWC shareholders) will hold the remaining 67 percent interest in SpinCo.23 According to the SpinCo Public Interest Statement, SpinCo will have a nine-person board of directors, with six independent directors and three directors designated by Charter.24 Comcast states that it will have no ownership interest in, or management or control of, SpinCo after the spinoff is complete.25 In addition, for the first eight years thereafter, Comcast 15 Id. 16 See supra note 2 (discussing the nature of TWC’s ownership interest in Bright House). 17 June 24, 2014 Supplement Letter at 11. 18 Comcast-TWC Application at 173 n.468. Comcast and TWC have therefore sought pro forma treatment for the Bright House transfer applications. 19 Comcast-to-Charter Sale/Exchange Public Interest Statement at 5. At least initially, SpinCo will be named “Midwest Cable LLC.” SpinCo Public Interest Statement at 1. 20 Id. at 5. 21 Id. at 6. 22 Id. at 3. 23 Id. at 3. 24 Id. at 3-4. 25 SpinCo Public Interest Statement at 1. 4

will be prohibited from owning more than one percent of SpinCo’s shares.26 The SpinCo Public Interest Statement states that Charter will be prohibited from increasing its stake in SpinCo for the first two years post-closing and, absent approval from SpinCo’s non-Charter directors or its non-Charter shareholders, Charter will be prohibited from owning more than 49 percent of the company for the first four years.27 Finally, Charter will make an array of services available to SpinCo pursuant to a three-year services agreement (with automatic one-year renewals unless terminated by either party), in exchange for which, SpinCo will make quarterly payments to Charter equal to 4.25 percent of SpinCo’s quarterly gross revenues, plus the cost of the services rendered.28 In their application, Comcast and TWC assert that the proposed Comcast-TWC transaction will generate substantial public interest benefits that would not occur as broadly or as rapidly absent the transaction.29 In particular, Comcast and TWC assert that efficiencies and synergies flowing from the transaction will allow the combined company to “forge a faster path to all-digital systems, higher broadband speeds, more advanced video and voice services, a more secure network, better system reliability, and other benefits to consumers, businesses, and the public interest generally.”30 According to Comcast and TWC, following completion of the several proposed transactions, Comcast will expand its video subscriber base by approximately seven million customers and will reach additional markets in which it previously had limited or no presence (e.g., New York City, Los Angeles, and Dallas-Fort Worth).31 Comcast and TWC assert that TWC customers, in particular, will benefit from the substantial upgrades that Comcast intends to make to the TWC network.32 In addition, Comcast commits to extending its low-income broadband adoption program — known as “Internet Essentials” — throughout the territories that it is acquiring.33 Moreover, Comcast also commits to extending to those territories many of the commitments and conditions that it is bound by under the Comcast-NBCU Order,34 26 Id. 27 Id. at 4. 28 Id. at 3-4. In conjunction with the services agreement between SpinCo and Charter, there will be a temporary transition services agreement between SpinCo and Comcast to ensure that customers moving from Comcast to SpinCo experience minimal service disruption. Id. at 3. 29 Comcast-TWC Application at 23-28. 30 Id. at 28. 31 Id. at 25-26; Comcast-TWC Supplement Letter at 3. Comcast and TWC also note that the acquisition of TWC systems will provide Comcast with access to several markets that are clustered near its existing markets (e.g., in Georgia, South Carolina, North Carolina, and Virginia). Comcast-TWC Application at 26. 32 Specifically, Comcast commits to “adding substantial incremental investment to what TWC had planned for broadband upgrades and enhancements over the next three years.” Id. at 28. 33 Id. at 59-66; Comcast-TWC Supplement Letter at 6. 34 See Applications of Comcast Corporation, General Electric Company and NBC Universal, Inc. for Consent to Assign Licenses and Transfer Control of Licensees, Memorandum Opinion and Order, 26 FCC Rcd 4238 (2011) (“Comcast-NBCU Order”). 5

including, among others, its commitment to comply with the Commission’s Open Internet rules and its commitment to offer broadband service on a standalone basis.35 Divestiture Applicants assert that the Divestiture Transactions will not reduce — and in some cases will enhance — the public interest benefits detailed in the Comcast-TWC Application.36 In particular, they assert that the Divestiture Transactions will allow them to better rationalize their geographic footprints by filling in gaps within the existing Comcast and Charter footprints.37 Divestiture Applicants contend that such clustering of systems will, among other things, facilitate investment in and deployment of advanced services,38 produce opportunities for operational and marketing efficiencies,39 improve their ability to provide customer service,40 and strengthen their ability to compete with incumbent local exchange carriers and other competitors that operate on a regional or super-regional scale.41 Moreover, they contend that Charter’s acquisition of cable systems will provide it with increased scale that is likely to enhance many of these benefits for Charter customers.42 In addition, Divestiture Applicants assert that Charter customers being acquired by Comcast will enjoy many of the same benefits as TWC customers being acquired in the Comcast-TWC transaction, including, among others, the 35 Comcast-TWC Application at 106-20; Comcast-TWC Supplement Letter at 6. Comcast and TWC state that Comcast is now the only company legally bound by the no-blocking and non-discrimination rules in the Open Internet Order, following the recent court decision vacating those rules, and that the transaction therefore will spread the reach of those protections to millions of additional customers. Id. at 59; see also Preserving the Open Internet, Report and Order, 25 FCC Rcd 17905 (2010) (“Open Internet Order”), aff'd in part, vacated and remanded in part sub nom. Verizon v. FCC, 740 F.3d 623 (D.C. Cir. 2014). 36 In their supplemental declaration filed with the Charter-to-Comcast Exchange Public Interest Statement, Drs. Gregory L. Rosston and Michael D. Topper conclude that the public interest benefits related to scale that were identified in the Comcast-TWC Application remain valid because the divestitures are only “slightly larger” than the level (3 million) they previously assumed and calculated into their original analysis. See Rosston and Topper, An Economic Analysis of the Proposed Comcast Divestiture Transactions with Charter (June 4, 2014) at 2, ¶ 5. 37 Charter-to-Comcast Exchange Public Interest Statement at 5-10; Comcast-to-Charter Sale/Exchange Public Interest Statement at 7-10; SpinCo Public Interest Statement at 10-14. Specifically, Comcast will fill gaps in its footprint in portions of the Northeast (New England and New York), the Southeast (Virginia, Tennessee, North Carolina, and Georgia), Texas, and the West Coast (California, Oregon, and Washington). Charter-to-Comcast Exchange Public Interest Statement at 5. By contrast, post-transaction Charter and SpinCo will each have a sizeable presence in parts of the Midwest and the Southeast not served by Comcast. Comcast-to-Charter Sale/Exchange Public Interest Statement at 7; SpinCo Public Interest Statement at 1, 5. 38 Charter-to-Comcast Exchange Public Interest Statement at 7-8; Comcast-to-Charter Sale/Exchange Public Interest Statement at 9-10; SpinCo Public Interest Statement at 12, 15-16. 39 Charter-to-Comcast Exchange Public Interest Statement at 9-10; Comcast-to-Charter Sale/Exchange Public Interest Statement at 8-9; SpinCo Public Interest Statement at 10-12. 40 Charter-to-Comcast Exchange Public Interest Statement at 8; Comcast-to-Charter Sale/Exchange Public Interest Statement at 10; SpinCo Public Interest Statement at 12. 41 Charter-to-Comcast Exchange Public Interest Statement at 8-9; Comcast-to-Charter Sale/Exchange Public Interest Statement at 7-9, 14-16; SpinCo Public Interest Statement at 16-17. 42 Comcast-to-Charter Sale/Exchange Public Interest Statement at 10-17. Charter states that it “anticipates investing substantially in the TWC infrastructure” to bring advanced services to the acquired TWC systems. Id. at 12-14. 6

extension of Comcast’s conditions and commitments from the NBCUniversal transaction.43 Divestiture Applicants further assert that SpinCo — with nearly 2.5 million video subscribers — will have sufficient scale post-transaction to compete as a standalone company, and through its services agreement with Charter, it will provide its customers with access to Charter’s industry-leading broadband products and services.44 In addition to the affirmative public interest benefits set forth in their application, Comcast and TWC assert that the proposed Comcast-TWC transaction will not result in any public interest harms. Comcast and TWC contend that, because their two companies serve almost entirely distinct geographic areas, the transaction will reduce neither competition nor consumer choice among broadband, video, or voice providers.45 In addition, Comcast and TWC contend that Comcast’s increased scale as a buyer of video programming will not cause competitive harm because, following the Divestiture Transactions, Comcast will manage systems serving fewer than 30 percent of the total MVPD subscribers in the United States.46 Comcast and TWC further argue that, given consumer demand for edge provider offerings, as well as the competitive nature of the broadband market, the combined company will have neither the incentive nor the ability to restrict access to its high-speed Internet customers.47 Finally, Comcast and TWC assert that the transaction complies fully with the Communications Act and all Commission rules.48 Divestiture Applicants similarly contend that the Divestiture Transactions will not create any public interest harms. In particular, they assert that Comcast, TWC, and Charter each serve distinct geographic markets today, and therefore the Divestiture Transactions — like the Comcast-TWC transaction — will not reduce the number of competitive choices for consumers.49 In addition, they assert that the Divestiture Transactions do not pose any vertical integration concerns as no national 43 Charter-to-Comcast Exchange Public Interest Statement at 10-12. 44 SpinCo Public Interest Statement at 14. 45 Comcast-TWC Application at 138. Comcast and TWC state that, after taking into account the Divestiture Transactions, there is an overlap of approximately 780 residential or small- or medium-sized business customers, and approximately 190 business customers, in the two companies’ service areas. Comcast-TWC Supplement Letter at 4-5. 46 Comcast-TWC Application at 143; Comcast-TWC Supplement Letter at 3. Comcast and TWC note that 30 percent had previously been identified by the Commission as the appropriate threshold for its cable ownership cap, but that the U.S. Court of Appeals for the District of Columbia twice rejected a 30 percent cap, most recently in 2009. Comcast-TWC Application at 143-44 (citing Comcast Corp. v. FCC, 579 F.3d 1 (D.C. Cir. 2009); Time Warner Entm’t Co. v. FCC, 240 F.3d 1126 (D.C. Cir. 2001)). 47 Comcast-TWC Application at 156-64. 48 Id. at 171-73. 49 Charter-to-Comcast Exchange Public Interest Statement at 12-13; Comcast-to-Charter Sale/Exchange Public Interest Statement at 18; SpinCo Public Interest Statement at 20. Divestiture Applicants note that approximately 2,800 Comcast residential or small- or medium-sized business customers are located in Charter’s service areas (and the number of Charter customers in Comcast service areas is similar), as well as approximately 1,500 TWC residential or small- or medium-sized business customers located in Charter’s service areas (and 790 Charter customers in TWC service areas). Charter-to-Comcast Exchange Public Interest Statement at 13 n.31. 7

programming assets will be changing hands.50 Moreover, they argue that Comcast’s enhanced regional presence following its acquisition of Charter systems will not increase its incentive or ability to withhold programming, or to demand higher prices, because Comcast will see only modest increases in subscriber share within the footprints of its affiliated O&O broadcast stations and its English-language RSNs.51 The Divestiture Applicants also state that the Divestiture Transactions will not result in the violation of any provision of the Communications Act or the Commission’s rules.52 In addition, Comcast notes that Charter has received a waiver of the Commission’s navigation device “integration ban,” which expires on April 18, 2015, with respect to the navigation devices currently deployed on the Charter cable systems that Comcast is acquiring.53 Comcast requests that the Commission grant it the benefit of the waiver through April 18, 2016 to give Comcast sufficient time to integrate the systems into its network and to migrate them to a new security solution.54 Comcast explains that its waiver request is limited to the integrated set-top boxes that Charter will have already deployed at the time of the transaction and Comcast commits that it “will not deploy any new integrated set-top boxes in the acquired systems or in any other Comcast system after the transaction is completed.”55 ASSIGNMENT AND TRANSFER OF CONTROL APPLICATIONS The file numbers and call signs of the Comcast, TWC, and Charter facilities that are the subject of the assignment and transfer of control applications are listed in the Attachment to this Public Notice.56 Interested parties should refer to the assignment and transfer of control applications for a listing of the licenses. Parties should be aware that additional applications may have to be filed to identify any additional licenses and other authorizations in the services noted. Comcast and TWC have requested that the 50 Id. at 13; Comcast-to-Charter Sale/Exchange Public Interest Statement at 19-20; SpinCo Public Interest Statement at 21. Divestiture Applicants note that a total of twelve local or regional programming networks — including four regional sports networks (“RSNs”) — will be changing hands but argue that the potential loss of subscriber revenue, along with the Commission’s program access rules, should adequately address any theoretical concerns that they would withhold such programming. Id. 51 Charter-to-Comcast Exchange Public Interest Statement at 14-15. In addition, Divestiture Applicants assert that the modest share of Charter subscribers that Comcast will acquire in certain large DMAs (e.g., New York, Los Angeles, and Dallas-Fort Worth) will not significantly increase Comcast’s purchasing power. Id. at 16. 52 Id. at 18; Comcast-to-Charter Sale/Exchange Public Interest Statement at 20; SpinCo Public Interest Statement at 21. 53 See Charter-to-Comcast Exchange Public Interest Statement at 18 (citing Charter Commc’ns, Inc., Request for Waiver of Section 76.1204(a)(1) of the Commission’s Rules, Memorandum Opinion and Order, 28 FCC Rcd 5212 (2013)). 54 Charter-to-Comcast Exchange Public Interest Statement at 18. 55 Letter from Kathryn A. Zachem, Senior Vice President, Regulatory and State Legislative Affairs, Comcast, to Marlene H. Dortch, Secretary, FCC, MB Docket No. 14-57 (July 2, 2014), at 1. Comcast notes that a waiver will give it “sufficient time to migrate the integrated boxes at issue to a compliant security solution consistent with Comcast’s security plans across its footprint, or pursue other measures to achieve compliance in the acquired system, by April 18, 2016.” Id. at 2. 56 File numbers and call signs for Bright House facilities that are subject to applications for pro forma transfer of control also are listed in the Attachment. 8

Commission’s grant of consent to the transfer of control of the licenses and other authorizations include the authority for Comcast to acquire control of: (1) any licenses and other authorizations issued to TWC or to its subsidiaries or affiliates during the Commission’s consideration of the applications and the period required for the consummation of the proposed transaction following approval; and (2) applications that will have been filed by TWC or its subsidiaries or its affiliates and that are pending at the time of consummation of the proposed transaction.57 EX PARTE STATUS OF THIS PROCEEDING Pursuant to section 1.1200(a) of the Commission’s rules,58 the Commission may in its discretion modify the ex parte procedures in particular proceedings if the public interest so requires. As we have previously announced, these applications will be governed by the permit-but-disclose ex parte procedures that are applicable to non-restricted proceedings under section 1.1206 of the Commission’s rules.59 Parties making oral ex parte presentations are reminded that they must file notices of the presentations which must contain, with regard to material already in the written record, either a succinct summary of the matters discussed or a citation to the page or paragraph number in the party’s written submission(s) where the matters discussed can be found, and with regard to any new information, a summary of the new data and arguments presented. Memoranda must contain a summary of the substance of the ex parte presentation and not merely a listing of the subjects discussed. More than a one or two sentence description of the views and arguments presented is generally required. All of the disclosure requirements pertaining to oral and written ex parte presentations are set forth in section 1.1206(b).60 Requests for exemptions from the disclosure requirements pursuant to section 1.1204(a)(9)61 may be made to Jonathan Sallet at (202) 418-1700 or Hillary Burchuk (202) 418-1719. REQUESTS FOR EX PARTE MEETINGS All requests for meetings with Commission staff regarding this Docket should be made on- line, using the link at http://transition.fcc.gov/transaction/comcast-twc_exparte-meeting-request. Those who lack Internet access may direct their requests to Vanessa Lemmé, Media Bureau, (202) 418-2611. GENERAL INFORMATION The applications for assignment and transfer of control of the licenses and other authorizations referred to in this Public Notice have been accepted for filing upon initial review. The Commission reserves the right to return any application if, upon further examination, it is determined to be defective and not in conformance with the Commission’s rules, regulations, or policies. 57 Comcast-TWC Application at 174. Likewise, Divestiture Applicants have made equivalent requests with respect to the Divestiture Transactions. See Comcast-to-Charter Sale/Exchange Public Interest Statement at 20-21; SpinCo Public Interest Statement at 22. 58 47 C.F.R. § 1.1200(a). 59 Id. § 1.1206; see also Commission Announces That the Applications Proposing the Transfer of Control of the Licenses and Authorizations Held by Time Warner Cable, Inc. and Its Subsidiaries to Comcast Corporation Have Been Filed and Permit-But-Disclose Ex Parte Procedures Now Apply, Public Notice, 29 FCC Rcd 3741 (2014). 60 47 C.F.R. § 1.1206(b). 61 Id. § 1.1204(a)(9). 9

Interested persons must file comments or petitions to deny the applications no later than August 25, 2014. Responses to comments or oppositions to petitions must be filed no later than September 23, 2014. Replies to responses or oppositions must be filed no later than October 8, 2014. Persons and entities that file comments or petitions to deny may participate fully in the proceeding, including seeking access to any confidential and/or highly confidential information that may be filed under a protective order.62 Persons and entities that do not file petitions to deny, however, even if they file comments, generally may not seek reconsideration of the Commission’s decision regarding the transfer of control of the licenses or other authorizations at issue or appeal a final decision to the courts.63 To allow the Commission to consider fully all substantive issues regarding the applications referred to in this Public Notice in as timely and efficient a manner as possible, petitioners and commenters should raise all issues in their initial filings. New issues may not be raised in responses or replies. 64 A party or interested person seeking to raise a new issue after the pleading cycle has closed must show good cause why it was not possible for it to have raised the issue previously. Submissions after the pleading cycle has closed that seek to raise new issues based on new facts or newly discovered facts should be filed within 15 days after such facts are discovered. Absent such a showing of good cause, any issues not timely raised may be disregarded by the Commission. All filings concerning matters referenced in this Public Notice should refer to MB Docket No. 14- 57, and if they pertain only to specific applications or matters, to the specific file numbers of the individual applications or matters as well. Comments may be filed using the Commission’s Electronic Comment Filing System (ECFS). See Electronic Filing of Documents in Rulemaking Proceedings, 63 FR 24121 (1998).  Electronic Filers: Comments may be filed electronically using the Internet by accessing the ECFS: http://fjallfoss.fcc.gov/ecfs2/.  Paper Filers: Parties who choose to file by paper must file an original and one copy of each filing. Filings may be sent by hand or messenger delivery, by commercial overnight courier, or by first-class or overnight U.S. Postal Service mail. All filings must be addressed to the Commission’s Secretary, Office of the Secretary, Federal Communications Commission.  All hand-delivered or messenger-delivered paper filings for the Commission’s Secretary must be delivered to FCC Headquarters at 445 12th St., SW, Room TW-A325, 62 On April 4, 2014, the Media Bureau released a Joint Protective Order governing the review of both confidential information and highly confidential information submitted by applicants and others in this proceeding. Applications of Comcast Corp. and Time Warner Cable Inc. for Consent to Assign or Transfer Control of Licenses and Authorizations, Joint Protective Order, 29 FCC Rcd 3688 (2014). 63 47 U.S.C. § 405(a); 47 C.F.R. § 1.106(b)(1) (“If the petition is filed by a person who is not a party to the proceeding, it shall state with particularity the manner in which the person's interests are adversely affected by the action taken, and shall show good reason why it was not possible for him to participate in the earlier stages of the proceeding.”); 47 C.F.R.. § 1.106(m); Shareholders of Tribune Co., Transferors & Sam Zell, et al. Transferees, 29 FCC Rcd 844, 847-48 ¶¶ 10-15 (2014) (discussing prerequisites for petitions to deny). 64 See Section 1.45(c) of the Commission’s Rules, 47 C.F.R. § 1.45(c). 10

Washington, DC 20554. The filing hours are 8:00 a.m. to 7:00 p.m. All hand deliveries must be held together with rubber bands or fasteners. Any envelopes and boxes must be disposed of before entering the building.  Commercial overnight mail (other than U.S. Postal Service Express Mail and Priority Mail) must be sent to 9300 East Hampton Drive, Capitol Heights, MD 20743.  U.S. Postal Service first-class, Express, and Priority mail must be addressed to 445 12th Street, SW, Washington DC 20554. In addition, one copy of each submission must be sent to the following: 1. The Commission’s duplicating contractor, Best Copy and Printing, Inc., at fcc@bcpiweb.com, or (202) 488-5563 (facsimile); 2. Vanessa Lemmé, Media Bureau, at Vanessa.Lemme@fcc.gov, or (202) 418-2053 (facsimile); 3. Marcia Glauberman, Media Bureau, at Marcia.Glauberman@fcc.gov, or (202) 418-2053 (facsimile); 4. William Dever, Wireline Competition Bureau, at William.Dever@fcc.gov, or (202) 418-1234 (facsimile); and 5. Jim Bird, Office of General Counsel, at TransactionTeam@fcc.gov, or (202) 418-1234 (facsimile). Any submission that is e-mailed to Best Copy and Printing and the persons listed above should include in the subject line of the e-mail: (1) MB Docket No. 14-57; (2) the name of the submitting party; and (3) a brief description or title identifying the type of document being submitted (e.g., MB Docket No. 14-57, Comcast Corporation, Ex Parte Notice). People with Disabilities. To request materials in accessible formats for people with disabilities (braille, large print, electronic files, audio format), send an e-mail to fcc504@fcc.gov or call the Consumer & Governmental Affairs Bureau at 202-418-0530 (voice), 202-418-0432 (TTY). Availability of Documents. Documents in this proceeding will be available for public inspection and copying during business hours at the FCC Reference Information Center, Portals II, 445 12th Street, S.W., Room CY-A257, Washington, D.C. 20554. The documents may also be purchased from BCPI, telephone (202) 488-5300, facsimile (202) 488-5563, TTY (202) 488-5562, e-mail fcc@bcpiweb.com. The Application is also available electronically through the Commission’s ECFS, which may be accessed on the Commission’s Internet website at http://www.fcc.gov. Additional information regarding the proposed transaction will be available on the FCC’s Office of General Counsel’s transaction website, http://www.fcc.gov/transaction/comcast-twc, which will contain an unofficial listing and electronic copies of materials in this Docket. Further Information. For further information, contact Marcia Glauberman, Media Bureau, (202) 418-7046, or Matthew Warner, Wireline Competition Bureau, (202) 418-2419. Press inquiries should be directed to Janice Wise, Media Bureau, (202) 418-8165. TTY: (202) 418-2555 or (888) 835-5322. -FCC- 11

ATTACHMENT COMCAST/TIME WARNER CABLE TRANSACTION Part 78 – Cable Television Relay Service (CARS) File No. Licensee Call Sign CAR-20140422AC-09 Oceanic Time Warner Cable LLC WAE-470 CAR-20140422AD-09 Oceanic Time Warner Cable LLC WAE-478 CAR-20140422AE-09 Oceanic Time Warner Cable LLC WAX-743 CAR-20140422AF-09 Oceanic Time Warner Cable LLC WBM-742 CAR-20140422AG-09 Oceanic Time Warner Cable LLC WBM-744 CAR-20140422AH-09 Oceanic Time Warner Cable LLC WLY-376 CAR-20140422AI-09 Oceanic Time Warner Cable LLC WLY-402 CAR-20140422AJ-09 Oceanic Time Warner Cable LLC WLY-415 CAR-20140422AK-09 Oceanic Time Warner Cable LLC WLY-713 CAR-20140422AR-09 Time Warner Cable Pacific West LLC KB-60101 CAR-20140422AS-09 Time Warner Cable Pacific West LLC KD-55007 CAR-20140422AT-09 Time Warner Cable Pacific West LLC WAE-606 CAR-20140422AU-09 Time Warner Cable Pacific West LLC WHZ-293 CAR-20140422AV-09 Time Warner Cable Pacific West LLC WHZ-301 CAR-20140422AW-09 Time Warner Cable Pacific West LLC WLY-269 CAR-20140422AX-09 Time Warner Cable Pacific West LLC WLY-662 CAR-20140422AY-09 Time Warner Cable Pacific West LLC WLY-893 CAR-20140422AZ-09 Time Warner Cable Pacific West LLC WSJ-903 CAR-20140422AB-09 Time Warner Cable Midwest LLC KD-55034 CAR-20140422BD-09 Time Warner Cable Texas LLC KA-80623 CAR-20140422AL-09 Time Warner Cable Northeast LLC KB-60127 CAR-20140422AM-09 Time Warner Cable Northeast LLC KD-55003 CAR-20140422AN-09 Time Warner Cable Northeast LLC KD-55027 CAR-20140422AO-09 Time Warner Cable Northeast LLC KD-55031 CAR-20140422AP-09 Time Warner Cable Northeast LLC WLY-609 CAR-20140422AQ-09 Time Warner Cable Northeast LLC WLY-852 CAR-20140422AA-09 Time Warner Cable New York City LLC KD-55028 CAR-20140422BA-09 Time Warner Cable Southeast LLC KD-55024 CAR-20140422BB-09 Time Warner Cable Southeast LLC KD-55026 CAR-20140422BC-09 Time Warner Cable Southeast LLC WLY-235 Listed below are Bright House licenses subject to applications for pro forma transfer of control: File No. Licensee Call Sign CAR-20140422BF-09 Bright House Networks, LLC WHZ-396 CAR-20140422BG-09 Bright House Networks, LLC KA-80616 CAR-20140422BH-09 Bright House Networks, LLC KD-55009 CAR-20140422BI-09 Bright House Networks, LLC WHZ-652 CAR-20140422BJ-09 Bright House Networks, LLC KD-55011 12

Part 25 – Satellite Communications Licenses and Registrations Transmit/Receive Earth Station Licenses – Temporary-Fixed File No. Licensee Call Sign SES-T/C-20140408-00254 Time Warner Cable Midwest LLC E020130 E040257 SES-T/C-20140408-00257 Oceanic Time Warner Cable LLC E080200 SES-T/C-20140408-00259 Time Warner Cable Northeast LLC E020046 E020162 E030142 E040258 E040450 E050253 SES-T/C-20140408-00261 Time Warner Cable New York City LLC E010308 SES-T/C-20140408-00264 Time Warner Cable Southeast LLC E020012 E020045 E070058 E070059 E070060 SES-T/C-20140408-00267 Time Warner Cable Texas LLC E120088 Listed below are Bright House licenses subject to applications for pro forma transfer of control: File No. Licensee Call Sign SES-T/C-20140421-00306 Bright House Networks, LLC E060061 E060137 E060138 E070009 E980521 E990035 Receive-Only Earth Station Registrations File No. Registration Holder Call Sign SES-T/C-20140408-00249 Insight Communications Midwest, LLC E5828 E5921 E990037 WV66 SES-T/C-20140408-00250 Time Warner Cable Southeast LLC E080034 E2084 E2362 E2442 13

E5204 E5489 E6407 E860365 E890880 E890887 E890889 E890947 E900387 E900388 E920351 WB59 WD41 WE97 WF74 WG32 WG36 WG86 WG89 WH21 WH89 WN63 WN78 WR95 WS37 SES-T/C-20140408-00251 Insight Kentucky Partners II, L.P. E2091 E3703 E5074 E6334 SES-T/C-20140408-00253 Time Warner Cable Enterprises LLC E860675 SES-T/C-20140408-00255 Time Warner Cable Pacific West LLC E050104 E080189 E2187 E2321 E2480 E2983 E3015 E3075 E3118 E3198 E3199 E3201 E3238 E3293 E4930 E5019 E5048 14

E5057 E5404 E5961 E6438 E6474 E6756 E860336 E860337 E874223 E880022 E880393 E880841 E880852 E881085 E890025 E890603 E950223 E960066 E960176 E960320 KB62 KB97 KK46 KK81 KM99 KP64 KP72 KW80 SES-T/C-20140408-00256 Time Warner Cable Midwest LLC E040017 E2018 E2425 E2426 E2427 E2679 E2685 E2985 E3145 E3436 E3458 E3505 E3506 E3550 E3551 E3952 E4172 E4198 E4338 E4341 E4478 15

E5020 E5437 E5498 E6449 E7300 E860321 E865184 E870893 E872136 E873416 E873418 E873420 E873614 E880468 E880888 E890798 E890832 E900073 E900577 E9046 E910224 E9194 E920186 E920188 E930031 E930144 E930196 E940078 E9472 E950468 E960299 E980458 KF37 KY95 KZ28 WB50 WD20 WE47 WF88 WG76 WK50 WN46 WN89 WP20 WQ55 WR73 WS44 WT29 WV36 16

SES-T/C-20140408-00258 Oceanic Time Warner Cable LLC E6736 SES-T/C-20140408-00260 Time Warner Cable Texas LLC E2889 E890831 E950214 E950394 E9530 KP85 KT59 KU69 KU72 KY61 SES-T/C-20140408-00262 Time Warner Cable Northeast LLC E000249 E2075 E2573 E2632 E3283 E3533 E3542 E3560 E3571 E3824 E4158 E4217 E4261 E4384 E4385 E4474 E5897 E5905 E6333 E6338 E8309 E860969 E870043 E870127 E870272 E873722 E8796 E8842 E8856 E890026 E890152 E900146 E900679 E940490 E950014 E950081 E950084 17

E950097 E960052 E960055 E970250 WG21 WG77 WH47 WL33 WN29 WQ80 WR92 WT85 WT93 WV84 WY82 WZ42 SES-T/C-20140408-00265 Time Warner Cable New York City LLC E860649 E865064 E874282 E881207 E881208 E900314 E930246 SES-T/C-20140408-00266 Time Warner Entertainment–Advance/Newhouse E100101 Partnership E4381 E920572 KJ59 WQ21 Section 214 Authorizations Part 63 – Domestic Section 214 Authority Comcast and TWC have filed an application for consent to the transfer of control of domestic section 214 authority in connection with the Comcast-TWC transaction described above.65 Applicants do not request streamlined treatment for this application under section 63.03(b) of the Commission’s rules.66 65 Applications of Comcast Corp. and Time Warner Cable Inc. for Consent Pursuant to Section 214 of the Communications Act of 1934, as Amended, to Transfer Control of Subsidiaries of Time Warner Cable Inc., MB Docket No. 14-57, Joint Application (filed Apr. 8, 2014) (TWC is authorized to provide interstate and intrastate telecommunications services in 33 states). 66 47 C.F.R. § 63.03(b). 18

Part 63 – International Section 214 Authorizations File No. Authorization Holder Authorization Number ITC-T/C-20140408-00116 TWCIS HoldCo LLC ITC-214-20030117-00043 ITC-T/C-20140408-00117 Insight Midwest Holdings, LLC ITC-214-20040723-00514 Parts 87, 90 and 101 – Private Wireless Licenses File No. Licensee Lead Call Sign 0006184861 Time Warner Cable Enterprises LLC WQJU341 0006184863 Oceanic Time Warner Cable LLC WQQS791 0006184865 Time Warner Cable Pacific West LLC KBL655 0006184868 Time Warner Cable Midwest LLC KSP492 0006184872 Time Warner Cable Texas LLC WPPN885 0006184876 Time Warner Cable Northeast LLC KP3939 0006184882 Time Warner Cable New York City LLC WPOB447 0006184885 Time Warner Cable Southeast LLC KTK417 Listed below are Bright House licenses subject to applications for pro forma transfer of control: File No. Licensee Lead Call Sign 0006210354 Bright House Networks, LLC KBR969 19

COMCAST/CHARTER/SPINCO DIVESTITURE TRANSACTIONS Part 78 – Cable Television Relay Service (CARS) Listed below are Charter licenses to be transferred to Comcast: File No. Licensee Call Sign CAR-20140613AN-09 CCO SoCal I, LLC WAM-603 CAR-20140613AO-09 CCO SoCal I, LLC WAM-609 CAR-20140613AP-09 CCO SoCal I, LLC WHZ-899 CAR-20140613AQ-09 CCO SoCal I, LLC WSA-52 CAR-20140613AR-09 CCO SoCal I, LLC WSJ-78 CAR-20140613AS-09 CCO SoCal I, LLC WGV-505 CAR-20140613AT-09 CCO SoCal I, LLC WHZ-511 CAR-20140613AU-09 CCO SoCal I, LLC WHZ-662 CAR-20140613AV-09 CCO SoCal I, LLC WHZ-764 CAR-20140613AW-09 CCO SoCal I, LLC WBW-21 CAR-20140613BF-09 Falcon Cable Systems Co. II, LP WHZ-856 CAR-20140613BG-09 Falcon Cable Systems Co. II, LP WLY-695 CAR-20140613BD-09 Falcon Telecable, a California Limited Partnership WHZ-632 CAR-20140613BE-09 Falcon Telecable, a California Limited Partnership WHZ-645 CAR-20140613AX-09 Falcon Community Ventures I, LP WAY-753 CAR-20140613AY-09 Falcon Community Ventures I, LP WHZ-908 CAR-20140613AZ-09 Falcon Community Ventures I, LP WLY-441 CAR-20140613BA-09 Falcon Community Ventures I, LP WLY-446 CAR-20140613BB-09 Falcon Video Communications, L.P. WGJ-868 CAR-20140613BC-09 Rifkin Acquisition Partners, LLC WGZ-305 Listed below are Comcast licenses to be assigned to SpinCo: File No. Licensee Call Sign CAR-20140612AB-08 Comcast of Alabama, Inc. WBG-892 CAR-20140612AA-08 Comcast of Kentucky/Tennessee/Virginia, LLC WLY-894 Listed below are Charter licenses subject to applications for pro forma restructuring: File No. Licensee Call Sign CAR-20140613AB-08 Falcon Telecable, a California Limited Partnership WGV-576 CAR-20140612AC-09 CC VIII Operating, LLC WLY-689 CAR-20140613AA-09 CC VIII Operating, LLC KQQ-26 CAR-20140612AD-09 CC VIII Operating, LLC WLY-669 CAR-20140613AC-09 Charter Cable Partners, LLC WGJ-444 CAR-20140613AD-09 Charter Cable Partners, LLC WLY-637 CAR-20140613AE-09 Bresnan Communications, LLC WBH-637 CAR-20140613AF-09 Bresnan Communications, LLC WHZ-634 CAR-20140613AG-09 Bresnan Communications, LLC WHZ-748 CAR-20140613AH-09 Bresnan Communications, LLC WLY-332 CAR-20140613AI-09 Bresnan Communications, LLC WLY-563 CAR-20140613AJ-09 Bresnan Communications, LLC WLY-838 CAR-20140613AK-09 Bresnan Communications, LLC WLY-839 20

CAR-20140613AL-09 Bresnan Communications, LLC WLY-861 CAR-20140613AM-09 Bresnan Communications, LLC WLY-914 Part 25 – Satellite Communications Registrations Receive-Only Earth Station Registrations Listed below are Charter registrations subject to applications for assignment or transfer of control to Comcast: File No. Registration Holder Call Sign SES-ASG-20140604-00428 Renaissance Media LLC E7061 SES-ASG-20140604-00473 Charter Communications VI, LLC E5824 E7475 E7992 E880118 E880175 KQ32 WG59 SES-ASG-20140604-00478 Robin Media Group, Inc. E2380 E8172 E870847 E890917 WF25 WK73 SES-ASG-20140604-00479 Charter Communications, LLC E010328 E050294 E070116 E110071 E110074 E110076 E110077 E7233 E7385 E940159 WE80 WR42 WS56 SES-ASG-20140604-00480 Charter Communications Entertainment I, LLC E4255 E6392 E980448 E990507 E990508 E990509 E990511 SES-ASG-20140604-00481 Charter Communications, LLC E3518 21

SES-ASG-20140604-00483 HPI Acquisitions Co., LLC WH33 SES-ASG-20140604-00491 Plattsburgh Cablevision Inc. E6784 SES-ASG-20140604-00492 Tennessee, LLC E050329 SES-T/C-20140604-00397 The Helicon Group, L.P. E040177 WZ93 SES-T/C-20140604-00398 Marcus Cable Associates, L.L.C. E000185 E000199 E4191 E872103 E940402 E940404 E940407 KQ79 WR33 SES-T/C-20140604-00402 Falcon Cable Media, a California Limited Partnership WU58 SES-T/C-20140604-00413 Falcon Video Communications, L.P. E090183 E110006 E5158 E880890 E920551 E920553 E940432 KT50 SES-T/C-20140604-00414 Falcon Telecable, a California Limited Partnership E3573 SES-T/C-20140604-00415 Falcon Community Cable, LP E2578 KM70 SES-T/C-20140604-00416 Falcon Cable Systems Co. II, LP E030157 E910119 E910243 E910245 E930082 KJ20 SES-T/C-20140604-00417 CCO SoCal I, LLC E020286 E030011 E030069 E2182 E2183 E2186 E2675 22

E5916 E7431 E8495 E860375 E881108 E890360 E891006 E920601 E960504 E980463 KF76 KG33 KR30 KV61 KZ51 SES-T/C-20140604-00418 Falcon Community Ventures I, LP KP47 SES-T/C-20140604-00419 Cable Equities of Colorado, LLC E050001 WU60 Listed below are Comcast/TWC registrations subject to applications for assignment or transfer of control to Charter: File No. Registration Holder Call Sign SES-ASG-20140604-00470 Time Warner Cable Midwest LLC E2685 E2985 E3458 E4198 E5437 E872136 E880468 E9046 E930196 E940078 E9472 E950468 E980458 KF37 WF88 WN46 WQ55 SES-ASG-20140604-00471 Time Warner Cable Midwest LLC E2425 E2426 E2427 E3436 E3505 E3506 E3550 23

E3551 E3952 E4172 E4338 E4341 E4478 E5020 E5498 E6449 E7300 E865184 E870893 E873416 E873418 E873420 E873614 E880888 E890798 E890832 E900073 E900577 E910224 E9194 E920186 E920188 E930031 E930144 E960299 WB50 WD20 WE47 WG76 WK50 WN89 WP20 WR73 WS44 WT29 WV36 SES-ASG-20140604-00472 Time Warner Entertainment–Advance/Newhouse E4381 Partnership SES-ASG-20140604-00482 Time Warner Cable Midwest LLC E3145 SES-ASG-20140604-00495 Time Warner Cable Midwest LLC E2018 SES-T/C-20140604-00395 Insight Kentucky Partners II, L.P. E2091 E3703 E5074 24

E6334 SES-T/C-20140605-00412 Insight Communications Midwest, LLC E5828 E5921 E990037 WV66 Listed below are Comcast registrations subject to applications for assignment or transfer of control to SpinCo: File No. Registration Holder Call Sign SES-ASG-20140604-00430 Comcast of Minnesota, Inc. E8076 E860401 E860402 E860403 E860457 E860458 E860459 E990063 SES-ASG-20140604-00431 Comcast of Arkansas/Florida/Louisiana/ E3387 Minnesota/Mississippi/Tennessee, Inc. SES-ASG-20140604-00442 Comcast of California/Connecticut/Michigan E2010 E6448 E860753 WE61 WG48 WZ62 SES-ASG-20140604-00443 Comcast of Connecticut/Georgia/Massachusetts/ WP39 New Hampshire/New York/North Carolina/ Virginia/Vermont, LLC SES-ASG-20140604-00446 Comcast of Wisconsin, Inc. E040405 E7596 SES-ASG-20140604-00447 Comcast of Mt. Clemens E2353 SES-ASG-20140604-00455 Comcast of Minnesota/Wisconsin, Inc. E859629 E8818 SES-ASG-20140604-00457 Comcast of California/Massachusetts/ E960287 Michigan/Utah, Inc. WK40 SES-ASG-20140604-00458 Comcast of Alabama, Inc. E100049 E5497 WB48 WB49 WB52 WB63 25

WE41 WS94 WY90 WY91 SES-ASG-20140604-00459 Comcast of Colorado/Florida/Michigan/ E2172 New Mexico/Pennsylvania/Washington, LLC E2613 E3204 E6740 SES-ASG-20140604-00460 Comcast of the South E980265 E980267 E980268 SES-ASG-20140604-00461 Comcast of Illinois/Indiana/Ohio, LLC E000266 SES-ASG-20140604-00462 Comcast of Indiana/Kentucky/Utah WH40 SES-ASG-20140604-00463 Comcast of Shelby, Inc. E3926 SES-ASG-20140604-00464 Comcast of Sterling Heights, Inc. E5457 SES-ASG-20140604-00465 Comcast of Clinton E3925 SES-ASG-20140604-00466 Comcast of Warren E3928 SES-ASG-20140604-00468 Comcast of Georgia/Michigan, LP E5265 SES-ASG-20140604-00474 Comcast of Indiana/Kentucky/Utah E5525 E6291 E940406 SES-ASG-20140604-00477 Comcast of Illinois/Indiana/Ohio, LLC E2020 E3236 E3950 E4173 E4720 E5417 E6738 E870436 WL32 WU52 WX23 WX28 SES-ASG-20140604-00484 Comcast of Flint Inc. E880402 SES-ASG-20140604-00485 Comcast of Colorado/Florida/Michigan/ WK65 New Mexico/Pennsylvania/Washington, LLC 26

SES-ASG-20140604-00487 Comcast Cable Investors, LP WJ72 SES-ASG-20140604-00490 Comcast of Florida/Washington, LLC E010103 SES-ASG-20140604-00493 Comcast of Paducah Inc. WE64 SES-ASG-20140604-00494 Comcast of Quincy Inc. E020124 SES-ASG-20140604-00496 Comcast of Indiana/Kentucky/Utah E920423 SES-ASG-20140619-00534 Comcast of Michigan III, Inc. WE77 SES-ASG-20140630-00549 Comcast of Michigan I, Inc. E6003 SES-T/C-20140604-00423 Comcast of Michigan, LLC WH97 WT78 SES-T/C-20140604-00424 Comcast of Fort Wayne Limited Partnership E4367 E4437 WM32 SES-T/C-20140604-00426 Comcast of Indianapolis, L.P. E3025 E3026 E3027 Listed below are Comcast registrations subject to applications for pro forma restructuring: File No. Registration Holder Call Sign SES-ASG-20140604-00429 Comcast of Missouri, Inc. E970151 E970337 KG58 SES-ASG-20140604-00449 Comcast of Arizona, Inc. E010330 SES-ASG-20140604-00450 Comcast of Georgia/South Carolina, Inc. E3565 E3651 E860298 E9427 E950125 E960021 WB89 SES-ASG-20140604-00452 Comcast of California/Massachusetts/ E950219 Michigan/Utah, Inc. SES-ASG-20140604-00453 Comcast of New Mexico, Inc. E8529 E8918 E990538 KH33 27

SES-ASG-20140604-00454 Comcast MO Group, Inc. E3953 SES-ASG-20140604-00456 Comcast of Georgia/Virginia, Inc. E5908 E870846 E950482 E960093 E980300 WL86 WR87 SES-ASG-20140604-00475 Comcast of California/Colorado/Florida/Oregon, Inc. E920431 WF81 WT77 WT94 WU38 SES-ASG-20140604-00476 Comcast of Arkansas/Florida/Louisiana/ E2481 Minnesota/Mississippi/Tennessee, Inc. E3561 E4281 E6144 E920573 E920598 E940517 KD80 KR31 WL84 WR53 WZ34 SES-ASG-20140604-00488 Comcast of Miami, Inc. E5845 SES-ASG-20140604-00489 Comcast of Georgia/Massachusetts, Inc. WJ82 SES-T/C-20140604-00401 Comcast of New Jersey II, LLC E860651 E890641 SES-T/C-20140604-00403 Comcast of Connecticut/Georgia/Massachusetts/ E2364 New Hampshire/New York/North Carolina/ E3193 Virginia/Vermont, LLC E4438 E4439 E4853 E5674 E6301 E6617 E859862 E860184 E9003 E9004 E9005 28

E9032 E910437 E960172 WF57 WF73 WH56 WJ42 WM93 WR89 WS39 WT81 WU55 SES-T/C-20140604-00404 Comcast of Boston, Inc. E6510 E8220 SES-T/C-20140604-00405 Comcast of Fresno, Inc. E060385 E070090 SES-T/C-20140604-00406 Comcast of Brockton, Inc. E6064 SES-T/C-20140604-00407 Comcast of Maine/New Hampshire, Inc. E890810 SES-T/C-20140604-00408 Comcast of Massachusetts I, Inc. E5699 WD52 SES-T/C-20140604-00409 Comcast of Massachusetts/New Hampshire, LLC E7227 SES-T/C-20140604-00410 Comcast of Massachusetts III, Inc. E070236 E920565 E920566 E920567 E920568 E920569 E920571 SES-T/C-20140604-00420 Comcast of Sacramento II, LLC E030056 SES-T/C-20140604-00421 Comcast of Southern New England, Inc. E7627 SES-T/C-20140604-00422 Comcast of California/Illinois, LP E4709 SES-T/C-20140604-00425 Comcast of Central NJ II, LLC E3130 E3712 E3727 E859857 E8685 E890528 E950465 29

Section 214 Authorizations Part 63 – Domestic Section 214 Authority The Divestiture Applicants have filed applications for consent to the transfer of control of domestic section 214 authorities in connection with the Divestiture Transactions described above.67 Applicants do not request streamlined treatment for these applications under section 63.03(b) of the Commission’s rules.68 Part 63 – International Section 214 Authorizations Listed below are authorizations requested for SpinCo: File No. Authorization Holder Authorization Number ITC-214-20140604-00166 Midwest Cable Phone, LLC (Requesting new Section 214 authorization) Parts 90 and 101 – Private Wireless Licenses Listed below are Charter licenses to be transferred to Comcast: File No. Licensee Lead Call Sign 0006307076 CCO SoCal I, LLC WQKG921 0006307974 Charter Communications VI, LLC WQKG925 0006307978 Charter Communications, LLC KLP528 0006306926 Charter Communications, LLC WQSZ994 0006307080 Falcon Cable Systems Co. II, LP WQKG920 0006309990 Plattsburgh Cablevision, Inc. KVE945 Listed below are Comcast/TWC licenses subject to applications for assignment to Charter: File No. Licensee Lead Call Sign 0006309092 Time Warner Cable Midwest LLC WNJQ722 0006309110 Time Warner Cable Midwest LLC WQGH689 67 Application of Charter Communications, Inc., Transferor, and Comcast Corporation, Transferee, for Consent to Transfer Control of Domestic Authority Pursuant to Section 214 of the Communications Act of 1934, as Amended, MB Docket No. 14-57 (filed June 5, 2014); Application of Comcast Corporation, Transferor, and Charter Communications, Inc., Transferee, for Consent to Transfer Control of Domestic Authority Pursuant to Section 214 of the Communications Act of 1934, as Amended, MB Docket No. 14-57 (filed June 5, 2014); Application of Comcast Corporation, for Itself and Its Subsidiaries, Assignors, and Midwest Cable, Inc. for Itself and Its Subsidiaries, Assignees, for Consent to the Assignment of Certain Customers and Assets of Authorized Domestic Carriers Pursuant to Section 214 of the Communications Act of 1934, as Amended, MB Docket No. 14-57 (filed June 5, 2014). 68 47 C.F.R. § 63.03(b). 30

Listed below are Charter licenses subject to applications for pro forma restructuring: File No. Licensee Lead Call Sign 0006309479 Charter Communications Operating, LLC WQRJ762 0006309529 Bresnan Communications, LLC WNKK403 0006309555 CC Michigan, LLC WQLA501 0006309577 Charter Communications, LLC WQLA212 0006309579 CC VIII Operating, LLC WQMP777 Listed below are Comcast licenses subject to applications for pro forma restructuring: File No. Licensee Lead Call Sign 0006313774 Comcast of California/Massachusetts/Michigan/ WQQU401 Utah, Inc. 0006313789 Comcast of Georgia/Virginia, Inc. WNES554 0006307815 Comcast of Massachusetts I, Inc. WQPZ810 31


Document Created: 2014-07-15 15:03:26
Document Modified: 2014-07-15 15:03:26
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