011130aolbignet

[REDACTED VERSION] UNITED STATES OF AMERICA BEFORE THE FEDERAL TRADE COMMISSION In the Matter of AMERICA ONLINE, INC., and TIME WARNER INC.  Docket No. C-3989 # Motion for Approval of Non-Affiliated ISP and Alternative Cable Broadband ISP Service Agreement Pursuant to Paragraph II.A.2. of the Decision and Order ("the Consent Decree") finalized by the Federal Trade Commission (the "Commission") on April 17, 2001,¹ AOL Time Warner Inc. ("AOLTW") moves the Commission for approval of (1) Big Net Holdings, Inc. ("Big Net"), and (2) the Alternative Cable Broadband ISP Service Agreement entered into between Time Warner Cable ("TWC") and Big Net.² The agreement between TWC and Big Net covers all of TWC's cable divisions. CONFIDENTIAL REDACTED CONFIDENTIAL REDACTED [REDACTED VERSION] # I. Big Net. AOLTW seeks approval of Big Net and the Alternative Cable Broadband Agreement between TWC and Big Net dated November 9, 2001. That Agreement is based on the same economic model as the Agreement between TWC and EarthLink, Inc. ("EarthLink") that already has been approved by the Commission. Big Net is a privately held corporation based in Sterling Heights, Michigan. It is the parent company of three subsidiaries: Big Net Inc., an ISP; Big Net Retail, a retailer of wireless communications equipment; and US Midtel, a competitive local exchange carrier ("CLEC"). CONFIDENTIAL REDACTED Big Net describes itself as an Internet access, Web and e-commerce design, networking and telecommunications company.³ Big Net has been providing Internet access to consumers for more than five years. CONFIDENTIAL REDACTED In addition, Big Net ³ See <<http://www2.bignet.net/corporate/duane.asp>> CONFIDENTIAL REDACTED 2 [REDACTED VERSION] has amassed considerable experience in the wide-scale deployment of Internet-related technology through partnerships with corporations such as General Motors and Daimler Chrysler.⁵ Big Net has aggressively promoted its ISP service. CONFIDENTIAL REDACTED Big Net has asserted that it will focus considerable marketing and advertising funds and attention on the promotion of its cable broadband ISP service. In addition, Big Net's base of CONFIDENTIAL REDACTED customers provides an excellent opportunity to cross-sell cable broadband ISP service to customers that are already familiar with its reliability and commitment to customer service. There is ample reason to believe that Big Net will be an effective competitor on TWC's systems as a cable broadband ISP. Big Net's solid financial position, its substantial residential customer base, and its considerable expertise with large scale Internet and network-related ⁵ Specifically, Big Net has entered an agreement to provide Chrysler's National Training Centers with computers and data transmission services including inter-training center links that include T-1 and DSL lines. Big Net also has entered an agreement with General Motors to provide co-location of servers for General Motors' Sky Net project. 3 [REDACTED VERSION] projects should enable it to compete vigorously against other ISPs across TWC's divisions. CONFIDENTIAL REDACTED ### III. Conclusion. TWC believes that the addition of Big Net's service to the list of ISPs that will be launched across its divisions will benefit consumers by broadening the range of service and pricing options. Prompt approval by the CONFIDENTIAL REDACTED 4 [REDACTED VERSION] Commission of Big Net will permit Big Net to move quickly to begin offering cable broadband service to compete against AOL, Road Runner, EarthLink and regional ISPs at the earliest possible juncture. 5 [REDACTED VERSION] For the foregoing reasons, the approval of Big Net by the Commission is warranted and in the public interest. We and AOLTW's representatives are available to meet with the Staff of the Commission to answer questions and provide further information in connection with any of the foregoing matters. November 29, 2001. Respectfully submitted, CRAVATH, SWAINE & MOORE, Robert D. Joffe 825 Eighth Avenue New York, NY 10019 (212) 474-1000 Attorneys for AOL Time Warner Inc. 6