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Before the
Federal Communications Commission
Washington, D.C. 20554
)
In the Matter of )
File No. EB-10-IH-0557
TURNER BROADCASTING SYSTEM, INC. )
Account No.
Parent Company of CNN America, Inc. and ) 201032080036
Courtroom Television Network LLC,
Holders of Various Licenses in the ) FRN 0006873228
Wireless and International Services
)))
)
ORDER
Adopted: February 8, 2011 Released: February 8, 2011
By the Chief, Enforcement Bureau:
1. In this Order, we adopt the attached Consent Decree entered into
between the Enforcement Bureau of the Federal Communications
Commission ("Bureau") and Turner Broadcasting System, Inc. ("Turner").
The Consent Decree terminates an investigation and cancels a proposed
forfeiture by the Bureau against Turner for possible violation of
section 310 of the Communications Act of 1934, as amended, sections
25.119 and 1.948 of the Commission's rules, in connection with an
internal reorganization.
2. The Bureau and Turner have negotiated the terms of a Consent Decree
that resolves this matter. A copy of the Consent Decree is attached
hereto and incorporated by reference.
3. After reviewing the terms of the Consent Decree and evaluating the
facts before us, we find that the public interest would be served by
adopting the Consent Decree, terminating the investigation and
cancelling the proposed forfeiture.
4. In the absence of material new evidence relating to this matter, we
conclude that our investigation raises no substantial or material
questions of fact as to whether Turner possesses the basic
qualifications, including those related to character, to hold or
obtain any Commission license or authorization.
5. Accordingly, IT IS ORDERED that, pursuant to section 4(i) of the Act,
and sections 0.111 and 0.311 of the Commission's rules, the Consent
Decree attached to this Order IS ADOPTED.
6. IT IS FURTHER ORDERED that the above-captioned investigation IS
TERMINATED and the proposed forfeiture IS CANCELLED.
7. IT IS FURTHER ORDERED that a copy of this Order and Consent Decree
shall be sent by Certified Mail - Return Receipt Requested to Louise
Sams, Executive Vice President, General Counsel and Secretary, Turner
Broadcasting System, Inc., One CNN Center, Atlanta, GA 30303.
FEDERAL COMMUNICATIONS COMMISSION
P. Michele Ellison
Chief, Enforcement Bureau
Before the
Federal Communications Commission
Washington, D.C. 20554
)
)
In the Matter of
) File No. EB-10-IH-0557
TURNER BROADCASTING SYSTEM, INC.
) Account No.
Parent Company of CNN America, Inc. and 201032080036
Courtroom Television Network LLC, Holders )
of Various Licenses in the Wireless and FRN 0006873228
International Radio Services )
)
)
CONSENT DECREE
I. INTRODUCTION
1. The Enforcement Bureau of the Federal Communications Commission
("Commission" or "FCC") and Turner Broadcasting System, Inc. hereby
enter into this Consent Decree for the purpose of terminating the
Bureau's investigation of Turner's compliance with section 310(d) of
the Communications Act of 1934, as amended, and sections 25.119 and
1.948 of the Commission's Rules, relating to a corporate
reorganization.
II. DEFINITIONS
2. For the purposes of this Consent Decree, the following definitions
shall apply:
a. "Act" means the Communications Act of 1934, as amended, 47 U.S.C.
S: 151 et seq.
b. "Adopting Order" or "Order" means an order of the Bureau adopting the
terms of this Consent Decree without change, addition, deletion, or
modification.
c. "Bureau" means the Enforcement Bureau of the Federal Communications
Commission.
d. "Commission" and "FCC" mean the Federal Communications Commission and
all of its bureaus and offices.
e. "Compliance Plan" means the program described in this consent decree
at paragraph 10.
f. "Effective Date" means the date on which the Bureau releases the
Adopting Order.
g. "Investigation" means the Bureau's investigation of Turner
Broadcasting System, Inc.'s compliance with section 310(d) of the Act
and sections 25.119 and 1.948 of the Commission's Rules, relating to a
corporate reorganization on December 31, 2006.
h. "NAL" means Turner Broadcasting System, Inc., Notice of Apparent
Liability for Forfeiture, DA 10-1648 (EB, rel. Sept. 10, 2010).
i. "Parties" means Turner Broadcasting System, Inc. and the Enforcement
Bureau of the Federal Communications Commission, and each a Party.
j. "Rules" means the Commission's regulations found in Title 47 of the
Code of Federal Regulations.
k. "Turner" means Turner Broadcasting System, Inc. and its
predecessors-in-interest and successors-in-interest.
III. BACKGROUND
3. Section 310(d) of the Act provides that no station license shall be
assigned without prior Commission consent. Sections 25.119 and 1.948
of the Commission's Rules similarly require prior Commission consent
to a transfer of control or assignment of license.
4. Turner is an Atlanta-based corporation that provides programming for
the cable industry. It holds a number of licenses for wireless and
international services. Among Turner's wholly-owned subsidiaries in
late 2006 was Cable News Network, LP, LLLP ("CNN-LP"), holder of 49
licenses in various wireless and international radio services. On
December 31, 2006, Turner underwent an internal reorganization whereby
its controlling 10 percent general partnership interest in CNN-LP was
contributed to Turner's wholly owned subsidiary, CNN Investment
Company, Inc., which at the time held the remaining 90 percent limited
partnership interest. Immediately thereafter, CNN-LP was merged into
CNN Investment Company, Inc., the latter of which was the surviving
entity. CNN Investment Company, Inc. simultaneously changed its name
to Cable News Network, Inc. ("CNN-Inc."). All of these events occurred
on the same day and effectuated a pro forma transfer of control of
CNN-LP, immediately followed by a pro forma assignment of the 49
subject licenses, to CNN-Inc. Turner did not file applications for
Commission consent to these related transactions until September 2009,
nearly three years later.
5. After the applications were granted, the matter was referred to the
Bureau which promptly commenced the Investigation. As a result of the
Investigation, the Bureau released the NAL proposing a forfeiture in
the amount of $16,000 for Turner's apparent failure to comply with
section 310(d) of the Communications Act of 1934, as amended, and
sections 25.119 and 1.948 of the Rules. The Parties thereafter entered
into settlement discussions.
IV. TERMS OF AGREEMENT
6. Adopting Order. The Parties agree that the provisions of this Consent
Decree shall be subject to final approval by the Bureau by
incorporation of such provisions by reference in the Adopting Order
without change, addition, modification, or deletion.
7. Jurisdiction. Turner agrees that the Bureau has jurisdiction over it
and the matters contained in this Consent Decree and has the authority
to enter into and adopt this Consent Decree.
8. Effective Date; Violations. The Parties agree that this Consent Decree
shall become effective on the Effective Date. Upon release, the
Adopting Order and this Consent Decree shall have the same force and
effect as any other order of the Bureau. Any violation of the Adopting
Order or of the terms of this Consent Decree shall constitute a
separate violation of a Bureau order, entitling the Bureau to
exercise any rights and remedies attendant to the enforcement of a
Bureau order.
9. Termination of Investigation. In express reliance on the covenants and
representations in this Consent Decree and to avoid further
expenditure of public resources, the Bureau agrees to terminate its
Investigation and to cancel the proposed forfeiture on the Effective
Date. In consideration for the termination of the Investigation and
cancellation of the proposed forfeiture, Turner agrees to the terms,
conditions, and procedures contained herein. The Bureau further agrees
that, in the absence of new material evidence, the Bureau will not use
the facts developed in the Investigation through the Effective Date,
or the existence of this Consent Decree, to institute, on its own
motion, any new proceeding, formal or informal, or take any action on
its own motion against Turner concerning the matters that were the
subject of the Investigation. The Bureau also agrees that in the
absence of new material evidence, it will not use the facts developed
in this Investigation through the Effective Date , or the existence of
this Consent Decree, to institute on its own motion any proceeding,
formal or informal, or take any action on its own motion or refer to
the Commission, any action against Turner with respect to Turner's
basic qualifications, including its character qualifications to be a
Commission licensee or hold Commission authorizations.
10. Compliance Plan. Turner agrees that it shall implement within sixty
(60) calendar days a comprehensive Compliance Plan for purposes of
ensuring its compliance with sections 310(d) of the Act, and sections
25.119 and 1.948 of the Rules. The Compliance Plan shall include, at a
minimum, the following components:
a. FCC Compliance Officer. Within sixty (60) calendar days of the
Effective Date, Turner shall designate an FCC Compliance Officer who
will administer the Compliance Plan, supervise Turner's compliance
with the Act and the Commission's Rules, and serve as the point of
contact on behalf of Turner for all FCC-related compliance matters.
b. Compliance Manual. Within sixty (60) calendar days of the Effective
Date, the FCC Compliance Officer shall develop and distribute a
Compliance Manual to employees and others who perform duties at Turner
that trigger or may trigger compliance-related responsibilities. The
Compliance Manual shall include (i) an overview of the Commission's
requirements, including the need for prior approval for license
assignments and transfers of control, and the requirements set forth
in the Rules at issue in the Investigation; (ii) a description of the
regulatory requirements applicable to the accurate reporting of
information in FCC applications; and (iii) instructions regarding due
diligence for FCC applications. Turner shall update the Compliance
Manual from time to time to reflect changes to relevant sections of
the Act, Rules, and Commission orders, and as otherwise needed.
c. Compliance Training Program. Within ninety (90) calendar days of the
Effective Date, Turner shall begin administering a Compliance Training
Program for employees and others who perform duties at Turner that
trigger or may trigger compliance-related responsibilities. This
Compliance Training Program shall be completed for all current
employees within one hundred and twenty (120) days of the Effective
Date. This Compliance Training Program shall also be presented to new
employees who are engaged in such activities, within the first sixty
(60) calendar days of employment. This Compliance Training Program
shall track the Compliance Manual, focusing on proper implementation
of the Compliance Manual.
d. Compliance Reports. Turner shall submit a Compliance Report to the
Commission 90 days after the Effective Date and annually thereafter on
the anniversary of the Effective Date until the Termination Date. Each
Compliance Report will include a certification by the Compliance
Officer, as an agent of and on behalf of Turner, stating that he/she
has personal knowledge that: (i) Turner has established operating
procedures intended to ensure compliance with the terms and conditions
of this Consent Decree and with sections 310(d) of the Act and
sections 25.119 and 1.948 of the Commission's Rules, together with an
accompanying statement explaining the basis for the certification;
(ii) Turner has been utilizing those procedures since the previous
Compliance Report was submitted; and (iii) Turner is not aware of any
instances of non-compliance with the Consent Decree or those specified
sections of the Act and Rules. The certification must comply with
section 1.16 of the Commission's Rules and be subscribed to as true
under penalty of perjury in substantially the form set forth therein.
If the FCC Compliance Officer cannot provide the requisite
certification, he/she shall provide the Commission with a detailed
explanation of: (i) any instances of non-compliance with this Consent
Decree and the Act or Rules, and (ii) the steps that Turner has taken
or will take to remedy each instance of non-compliance and ensure
future compliance, and the schedule on which proposed remedial actions
will be taken. All Compliance Reports shall be directed to the Chief,
Investigations & Hearings Division, Enforcement Bureau, Federal
Communications Commission, 445 12th Street, S.W., Room 4-C320,
Washington, D.C. 20554.
e. Termination. The requirements relating to the Compliance Plan shall
expire thirty-six months after the Effective Date.
11. Voluntary Contribution. Turner agrees that it shall make a voluntary
contribution to the United States Treasury in the total amount of
$16,000. The payment shall be made within 10 days after the Effective
Date of the Adopting Order. The payment shall be made by check or
similar instrument, payable to the Order of the Federal Communications
Commission. The payment must include the Account Number and FRN
Number referenced in the caption to the Adopting Order. Payment by
check or money Order may be mailed to Federal Communications
Commission, P.O. Box 979088, St. Louis, MO 63197-9000. Payment by
overnight mail may be sent to U.S. Bank - Government Lockbox #979088,
SL-MO-C2-GL, 1005 Convention Plaza, St. Louis, MO 63101. Payments by
wire transfer may be made to ABA Number 021030004, receiving bank
TREAS/NYC, and account number 27000001. For payment by credit card,
an FCC Form 159 (Remittance Advice) must be submitted. When
completing the FCC Form 159, enter the NAL/Account number in block
number 23A (call sign/other ID), and enter the letters "FORF" in block
number 24A (payment type code). Turner shall also send electronic
notification on the date said payment is made to Gary Schonman at
Gary.Schonman@fcc.gov and to Pam Slipakoff at Pam.Slipakoff@fcc.gov.
12. Waivers. Turner waives any and all rights it may have to seek
administrative or judicial reconsideration, review, appeal or stay, or
to otherwise challenge or contest the validity of this Consent Decree
and the Adopting Order, provided the Consent Decree is adopted without
change, addition, modification, or deletion. Turner shall retain the
right to challenge Commission interpretation of the Consent Decree or
any terms contained herein. If either Party (or the United States on
behalf of the Commission) brings a judicial action to enforce the
terms of the Adopting Order, neither Turner nor the Commission shall
contest the validity of the Consent Decree or the Adopting Order, and
Turner shall waive any statutory right to a trial de novo. Turner
hereby agrees to waive any claims it may otherwise have under the
Equal Access to Justice Act, 5 U.S.C. S: 504 and 47 C.F.R. S: 1.1501
et seq., relating to the matters addressed in this Consent Decree.
13. Invalidity. In the event that this Consent Decree in its entirety is
rendered invalid by any court of competent jurisdiction, it shall
become null and void and may not be used in any manner in any legal
proceeding.
14. Subsequent Rule or Order. The Parties agree that if any provision of
the Consent Decree conflicts with any subsequent rule or order adopted
by the Commission (except an order specifically intended to revise the
terms of this Consent Decree to which Turner does not expressly
consent), that provision will be superseded by such Commission rule or
Order.
15. Successors and Assigns. Turner agrees that the terms and conditions of
this Consent Decree shall be binding on its successors, assigns, and
transferees.
16. Final Settlement. The Parties agree and acknowledge that this Consent
Decree shall constitute a final settlement between the Parties. The
Parties further agree that this Consent Decree does not constitute
either an adjudication on the merits or a factual or legal finding or
determination regarding any compliance or noncompliance with the
requirements of the Act or the Commission's Rules and Orders.
17. Modifications. This Consent Decree cannot be modified without the
written consent of both Parties.
18. Paragraph Headings. The headings of the Paragraphs in this Consent
Decree are inserted for convenience only and are not intended to
affect the meaning or interpretation of this Consent Decree.
19. Authorized Representative. Each party represents and warrants to the
other that it has full power and authority to enter into this Consent
Decree.
20. Counterparts. This Consent Decree may be signed in counterparts
(including by facsimile), each of which, when executed and delivered,
shall be an original, and all of which counterparts together shall
constitute one and the same fully executed instrument.
By: _________________________________ By: __________________________
P. Michele Ellison Louise Sams
Chief, Enforcement Bureau Executive Vice President,
Federal Communications Commission General Counsel and Secretary
Turner Broadcasting System, Inc.
Date: ________________________________ Date: ________________________
47 U.S.C. S: 310.
47 C.F.R. S:S: 25.119, 1.948.
47 U.S.C. S:S: 154(i)
47 C.F.R. S:S: 0.111, 0.311.
47 U.S.C. S: 310(d).
47 C.F.R. S:S: 25.119 and 1.948.
Federal Communications Commission DA 11-213
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Federal Communications Commission DA 11-213
Federal Communications Commission DA 11-213
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Federal Communications Commission DA 11-213