BEFORE THE
NEW YORK PUBLIC SERVICE COMMISSION

)
)
)
CHARTER COMMUNICATIONS, INC.
)
)
and
)
)
TIME WARNER CABLE INC.
)
)
For Approval of a Transfer of Control of
)
Subsidiaries and Franchises; for Approval of
)
a Pro Forma Reorganization; for Approval of )
Assignment of 16 Franchises; and for Approval )
of Certain Financing Arrangements
)
)
Joint Petition of

Case 15-M-0388

CHARTER COMMUNICATIONS, INC.
BUILD-OUT COMPLIANCE REPORT

January 8, 2017
Adam Falk
Senior Vice President, State Government Affairs
Charter Communications
1099 New York Ave., NW, Suite 650
Washington, DC 20001
Phone: (202) 621-1910
Email: adam.falk@charter.com
Maureen O. Helmer
Ekin Senlet
Barclay Damon, LLP
Albany, NY 12207
80 State Street
Phone: (518) 429-4220
Email: mhelmer@barclaydamon.com
Counsel for Charter Communications, Inc.

 BEFORE THE
NEW YORK PUBLIC SERVICE COMMISSION

)
)
)
CHARTER COMMUNICATIONS, INC.
)
and
)
TIME WARNER CABLE INC.
)
For Approval of a Transfer of Control of
)
Subsidiaries and Franchises; for Approval of
)
a Pro Forma Reorganization; for Approval of )
Assignment of 16 Franchises; and for Approval )
of Certain Financing Arrangements
)
)
Joint Petition of

Case 15-M-0388

CHARTER COMMUNICATIONS, INC.
BUILD-OUT COMPLIANCE REPORT
Charter Communications, Inc. (“Charter” or the “Company”) is pleased to submit this
Build-out Compliance Report (the “Report”) to provide the New York Public Service
Commission (the “Commission”) with an update on the Company’s success in meeting the first
interim build target, out of the total 145,000 passings required to be completed under the Merger
Order by May 18, 2020.1 In the Report, Charter identifies 42,889 passings completed, exceeding
1

See Case 15-M-0388, Joint Petition of Charter Communications Time Warner Cable for Approval of a Transfer
Control of Subsidiaries and Franchises, Pro Forma Reorganization, and Certain Financing Arrangements, Order
Granting Joint Petition Subject to Conditions (Issued and Effective January 8, 2016) (the “Merger Order”
or “Order”). The Merger Order was modified by a Settlement Agreement, dated June 19, 2017, by and among the
New York State Department of Public Service, the Commission, and Charter, later approved by the Commission
in the Order Adopting Revised Build-Out Targets and Additional Terms of a Settlement Agreement (Issued and
Effective September 14, 2017) (the “Settlement Agreement”)
This filing should not be construed in any way as a waiver or a concession by Charter with respect to the
Commission’s jurisdiction to regulate Charter, impose conditions on the Merger, or otherwise compel Charter to
act (or refrain from acting) with respect to any activities Charter conducts in New York that are beyond the scope
of the Commission’s limited jurisdiction, including but not limited to Charter’s activities in New York related to
broadband service or infrastructure.
This filing should also not be construed in any way as a waiver or a concession by Charter that any provision or
condition of the Merger Order, including but not limited to Condition I of Appendix A of the Order, is lawful or
valid under the New York Constitution, the Federal Constitution, or any applicable New York or federal statutes,
caselaw and regulations. Charter reserves all of its rights, including its right to challenge any provision or
condition of the Merger Order, including but not limited to Condition I of Appendix A of the Order, in a state or
federal court of competent jurisdiction on the basis that the provision or condition is invalid because the

 the interim goal of 36,771 by 6,118. As part of this filing, the Company also provides its most
recent Bulk Address Update Report (“Bulk Address Update”).2
BUILD-OUT COMPLIANCE REPORT
A. Charter Has Demonstrated Significant Progress Under the Merger Order
The combination of Charter and Time Warner Cable has already brought substantial
benefits to New York and over the next few years will provide far more than the two billion
dollars in net benefits required in the Merger Order. Since the approval of the Merger Order,
Charter has demonstrated significant progress toward meeting the commitments, and is exceeding
a number of conditions in both substance and/or timing.
For example, the company delivered speeds throughout the portions of the state where it
offers broadband to 100 Mbps by March 2017, twenty-one months ahead of the commitment it
made to the State in the Merger Order. We increased broadband speeds again in December 2017
and upon completing our all-digital roll out in Upstate New York over the next few months,
customers will again see broadband speed offerings increase.
In December, Charter also made its New York City and Hudson Valley Systems some of
its first markets to have 1-gigabit broadband service available to its customers; the company now
delivers a minimum broadband speed of 200 Mbps, with 400 Mbps and 1-gigabit speed tiers also
offered. Over the course of the next year, the company intends to continue its roll-out of 1-gigabit
residential offerings in other parts of its service area.

Commission lacked statutory authority or jurisdiction to impose the condition, that enforcement of the provision
or condition and any associated penalty violates the Due Process or Commerce Clauses of the New York
Constitution or the Federal Constitution, or that the provision or condition is preempted by or otherwise
contravenes state or federal law.
2

The Bulk Address Data Update is filed pursuant to the Settlement Agreement.

2

 With the help of the Commission, Charter continues to make significant progress toward
meeting the commitment to build 145,000 broadband passings to unserved and underserved areas
of the State by May of 2020. Since the formation of the Project Management Team that includes
representatives of the company and the Department,3 Charter has been actively engaged in weekly
meetings with the staff and has provided detailed weekly tracking reports, as well as pole
attachment status updates. Charter’s commitment to its network expansion combined with the
diligent efforts of the Commission and Department staff to improve the Pole Owners’
responsiveness has resulted in a series of agreements negotiated between Charter and the Pole
Owners. Agreements facilitated by the Department with Pole Owners’ included the use of
alternative pole processing procedures and the appropriate employment of outside contractors
when the Pole Owners did not have sufficient internal resources to meet the demands. Although
these agreements took some time to effectuate, it has provided a framework for continued
cooperation between Charter and the Pole Owners that should facilitate the successful completion
of the ambitious buildout plan.4
B. Summary of the Update Plan and Completed Work
As a result of this cooperation and the involvement of the Department, Charter is able to
report that the Company has exceeded the first interim target of 36,771 passings. The total of
confirmed, qualifying passings under the Network Expansion Implementation Plan as of

3

The Settlement Agreement required the formation of a Project Management Team (“PM”), and that the PM meet at
least monthly to track Charter’s Network Expansion progress.

4

Notwithstanding the increased engagement by the Pole Owners, the vast majority of the poles needed for the
December 16 milestone were not provided until the fall, which still presented challenges for Charter and its crews.
Moreover, during the summer and fall of 2017 unprecedented natural disasters occurred in Texas, Florida and
Puerto Rico which diverted some Pole Owner employees and contractors, away from pole work in the State. If
pole applications had been processed in the timeframes required by the 2004 Pole Order, it is likely that Charter
would have constructed even more passings during this time period.

3

 December 16, 2017 was 42,889. Major areas of completed passings also include, but are not
limited to the following:


Albany County for approximately 1,720 passings, including the Cities of Albany
and Cohoes, the Towns of Bethlehem, Colonie, and New Scotland, and the Village
of Menands.



Broome County for approximately 552 passings, including the Towns of Lisle,
Union and Vestal, and the Village of Johnson City.



Chenango County for approximately 494 passings, including the Towns of Greene,
North Norwich and Smithville.



Erie County for approximately 4,357 passings, including areas such as the City of
Buffalo, the Towns of Angola, Eden, Grand Island, and the Village of
Williamsville.



Jefferson County for approximately 677 passings, including the Towns of
Ellisburg and Le Ray, and the Village of Antwerp.



Kings County for approximately 2,917 passings in Brooklyn.



Monroe County for approximately 3,395 passings, including the City of Rochester,
and the Towns of Perinton, Greece, Webster, Gates, and Henrietta.



New York County for approximately 5,118 passings in Manhattan.



Niagara County for approximately 669 passings, including the City of Niagara,
and the Towns of Lewiston, Pendleton and Wheatfield.



Oneida County for approximately 507 passings, including the Cities of Rome and
Utica, and the Town of Kirkland.



Onondaga County for approximately 1,890 passings, including the City of
Syracuse, the Towns of Spafford, Lysander, Clay, and Camillus, and the Village of
Baldwinsville.



Ontario County for approximately 609 passings, including the City of
Canandaigua and the Town of Canandaigua.



Orange County for approximately 1,149 passings, including the Towns of New
Windsor, Victor, Wallkill, Wawayanda, and the City of Middletown.



Oswego County for approximately 609 passings, including the Towns of Albion,
Constantia, Mexico and Schreoppel.

4

 

Queens County for approximately 3,954 passings in Queens.



Rensselaer County for approximately 2,185 passings, including the Cities of Troy
and Rensselaer, the Towns of Petersburgh and Schodack, and the Hamlet of
Cropseyville.



Saratoga County for approximately 2,675 passings, including the Cities of
Mechanicville and Saratoga Springs, the Towns of Clifton Park, Ballston, and
Malta, and the Villages of Ballston Spa and South Glens Falls.



Schenectady County for approximately 870 passings, including Schenectady, the
Town of Rotterdam, and the Village of Scotia.



Sullivan County for approximately 1,490 passings, including the Towns of
Thompson, Fallsburg, Liberty, Rockland, Neversink, and the Village of
Woodbridge.



Tompkins County for approximately 765 passings, including the City of Ithaca, the
Town of Ithaca, and the Village of Cayuga Heights.



Ulster County for approximately 802 passings, including the Towns of Rochester,
Wawarsing, and Ulster.



Westchester County for approximately 808 passings in the City of Mount Vernon.

C. Bulk Address Update
In order to provide further detail regarding the 42,889 passings completed by December
16, 2017, Charter hereby also provides a Bulk Address Update.5 Paragraph 18 of the Settlement
Agreement requires that Charter provide an excel spreadsheet which contains address level data
for each passing for each twelve-month period of the Agreement. These addresses plus the
completed passings total 145,000 passings to unserved and underserved locations.

See

Confidential Exhibit A- Explanation of Plan Adjustments and Confidential Exhibit B- Bulk
Address Update.

5

Pursuant to Paragraph 18(d) of the Settlement Agreement, a list of priority counties for Year One can be identified
through the bulk address list provided in Confidential Exhibit B.

5

 CONCLUSION
The merger of Charter and Time Warner has already brought substantial benefits to the
State and Charter has invested hundreds of millions of dollars complying with the conditions of
the Merger Order to fulfill its obligations. As a result of cooperation and the involvement of the
Department, Charter is able to report that the Company has exceeded the first interim target of
36,771 passings. Charter remains committed to the significant task of extending its network to
145,000 unserved or underserved homes and businesses in New York, as well as complying with
the Conditions of the Merger Order.

Dated: January 8, 2017

/s/ Adam Falk
Adam Falk
Senior Vice President, State Government Affairs
Charter Communications, Inc.
/s/ Maureen O. Helmer
Maureen O. Helmer
Ekin Senlet
Barclay Damon, LLP
Counsel for Charter Communications, Inc.

6