Federal Communications Commission DA 09-1012
Before the
Federal Communications Commission
Washington, D.C. 20554
In the Matter of
ARINC, Inc.
Licensee of Various Wireless and Common 
Carrier Authorizations
)
)
)
)
File No. EB-08-IH-1508
NAL/Acct. No. 200932080038
FRN No. 0007909054
ORDER
Adopted: May 14, 2009 Released: May 14, 2009
By the Investigations and Hearings Division, Enforcement Bureau: 
1. In this Order, we adopt the attached Consent Decree entered into between the 
Enforcement Bureau (“Bureau”) and ARINC, Inc. (“ARINC”).  The Consent Decree terminates an 
investigation by the Bureau against ARINC for possible violation of section 310(d) of the 
Communications Act of 1934, as amended (the “Act”),1 and Sections 25.119 and 1.948 of the 
Commission’s rules2 in connection with the unauthorized transfer of control of various licenses and 
authorizations held both directly and indirectly by ARINC. 
2. The Bureau and ARINC have negotiated the terms of the Consent Decree that resolve 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 and terminating the 
investigation.
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 ARINC 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 Act3 and sections 
0.111 and 0.311 of the Commission’s Rules,4 the Consent Decree attached to this Order IS ADOPTED.
6. IT IS FURTHER ORDERED that the above-captioned investigation IS 
TERMINATED.
  
1 47 U.S.C. § 310(d).
2 47 C.F.R. §§ 25.119, 1.948.
3 47 U.S.C. § 154(i).
4 47 C.F.R. §§ 0.111, 0.311.
Federal Communications Commission DA 09-1012
2
7. IT IS FURTHER ORDERED that a copy of this Order and Consent Decree shall be 
sent by first class mail and certified mail, return receipt requested, to James Barker, Latham & Watkins 
LLP, 556 11th Street, N.W., Suite 1000, Washington, DC 2 0004. 
FEDERAL COMMUNICATIONS COMMISSION
Hillary S. DeNigro
Chief, Investigations and Hearings Division,
Enforcement Bureau
Federal Communications Commission DA 09-1012
Before the
Federal Communications Commission
Washington, D.C. 20554
In the Matter of
ARINC, Inc.
Licensee of Various Wireless and Common 
Carrier Authorizations
)
)
)
)
File No. EB-08-IH-1508
NAL/Acct. No. 200932080038
FRN No. 0007909054
CONSENT DECREE
1. The Enforcement (“Bureau”) and ARINC Communications, Inc. (“ARINC” or the 
“Company”), by their authorized representatives, hereby enter into this Consent Decree for the purpose of 
terminating the Bureau’s investigation of ARINC’s compliance with Section 310(d) of the 
Communications Act of 1934, as amended (the “Act”),1 and Sections 25.119 and 1.9482 of the 
Commission’s rules3 relating to transfers of control of Commission licenses and authorizations. 
I.         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. § 151 et seq.
(b) “ARINC” means ARINC, Inc., its predecessors-in-interest and successors-in-interest, 
controlling entities, parent, subsidiaries, and affiliates, and each of their respective 
officers, directors, employees, agents, representatives, or other person acting or 
purporting to act on behalf of ARINC. 
(c) “Bureau” means the Enforcement Bureau of the Federal Communications Commission.
(d) “Carlyle” means Carlyle Partners IV Telecommunications L.P., TC Group IV, LP (the 
general partner of Carlyle Partners IV Telecommunications L.P.) and TC Group IV 
Managing G.P. LLC (the general partner of TC Group IV, LP), each of which is an 
indirect parent and controlling entity of ARINC.
(e) “Commission” and “FCC” mean the Federal Communications Commission and all of its 
bureaus and offices.  
(f) “Compliance Plan” means the program described in this Consent Decree at paragraph 15.
(g) “Effective Date” means the date on which the Commission releases the Adopting Order.
  
1 47 U.S.C. § 310(d).
2 47 C.F.R. §§ 25.119, 1.948.
3 47 C.F.R. § 25.119.
Federal Communications Commission DA 09-1012
2
(h) “Investigation” means the investigation commenced by the Bureau’s November 4, 2008, 
Letter of Inquiry regarding whether ARINC violated section 310(d) of the Act and 
Sections 25.119 and 1.948 of the Commission’s rules in connection with the transfer of 
control of certain licenses held by ARINC.
(i) “Order” or “Adopting Order” means an Order of the Commission adopting the terms of 
this Consent Decree without change, addition, deletion, or modification.
(j) “Parties” means ARINC and the Bureau.
(k) “Rules” means the Commission’s rules and regulations found in Title 47 of the Code of 
Federal Regulations.
II. BACKGROUND
3. Section 310(d) of the Act requires that holders of FCC licenses or authorizations obtain a 
certificate of public convenience and necessity from the Commission before “transferr[ing], assign[ing] or 
dispos[ing] of [such licenses] in any manner, voluntarily or involuntarily, directly or indirectly, or by 
transfer of control of any corporation holding such permit or license. . . .”4 In accordance with Sections 
25.119 and 1.948 of the Commission’s rules, a transfer of a station license or wireless authorization by 
transfer of control of any corporation or any other entity holding such license requires application to and 
prior approval from the Commission.5  
4. ARINC provides communications, engineering and integration solutions for commercial, 
defense and government customers worldwide.  It holds or controls a non-common carrier earth station 
license/authorization, an international Section 214 authorization, seven private fixed microwave licenses 
and 154 private land mobile radio licenses.  ARINC is ultimately controlled by Carlyle, which, on 
February 13, 2008, effectuated a corporate reorganization.  As a result, an intermediate holding company 
indirectly controlling ARINC was replaced.  The reorganization resulted in a pro forma transfer of control 
of licenses and authorizations held by ARINC requiring prior Commission consent pursuant to Section 
310(d) of the Act and of Section 25.119 and 1.948 of the Commission’s Rules.  ARINC did not request or 
obtain such prior consent.  Approximately two months later, in April 2008, ARINC discovered and 
voluntarily disclosed the matter to the Commission.  ARINC subsequently filed appropriate remedial 
applications with the Commission, all of which have since been granted. 
5. Thereafter, the Bureau initiated its Investigation by directing a letter of inquiry to Carlyle 
requesting information about the February 13, 2008, transaction.6 Carlyle responded on November 19, 
2008.7  
  
4 47 U.S.C. § 310(d).
5 47 C.F.R. §§ 25.119(d), 1.948.
6 See Letter from Ben Bartolome, Deputy Chief, Investigations and Hearings Division, Enforcement Bureau, 
Federal Communications Commission, to Jennifer Hindin, Esq., Wiley Rein LLP, counsel for ARINC, dated 
November 4, 2008.  
7 See Letter from James Barker, Esq., Latham and Watkins LLP, counsel for Carlyle, to Gary 
Oshinsky and Gary Schonman, Investigations and Hearings Division, Enforcement Bureau, 
Federal Communications Commission, dated November 19, 2008.
Federal Communications Commission DA 09-1012
3
III. 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. ARINC 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 date on which the Bureau releases the Adopting Order.  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 Commission 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.  In consideration for the termination of the Investigation, ARINC 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 of the Consent Decree, 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 ARINC concerning the 
matters that were the subject of the Investigation.  The Bureau also agrees that it will not use the facts 
developed in the Investigation through the Effective Date of this Consent Decree, 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 against ARINC with respect to ARINC’s basic qualifications, including its character 
qualifications to be a Commission licensee or authorized common carrier or hold Commission 
authorizations.  
10. Compliance Plan. ARINC agrees that it will develop, within thirty (30) calendar days from 
the Effective Date, an internal Compliance Plan to ensure ARINC’s future compliance with the Act, the 
Commission’s rules, and the Commission’s orders governing the assignment or transfer of control of FCC 
licenses and authorizations.  The Compliance Plan shall include the following components: 
(a) Compliance Training Program.  ARINC will establish an FCC compliance training 
program for any employee who engages in activities related to the purchase, sale, 
acquisition, assignment or transfer of control of companies, entities or assets subject to 
FCC regulation by or involving ARINC.  Training sessions will be conducted at least 
annually for such employees to ensure compliance with the Act and the FCC’s 
regulations and policies pertaining to assignments and transfers of control and, for new 
employees who are engaged in such activities, within the first sixty (60) days of 
employment.  The Compliance Training Program will contain information for ARINC 
personnel regarding the need to conduct thorough due diligence regarding potential FCC 
licenses of any company in a potential merger or acquisition transaction, the need to 
monitor any corporate reorganization for potential license assignment or transfer issues, 
and the need to obtain prior FCC approval for all assignments and transfers of control of 
FCC licenses or authorizations.
(b) Review and Monitoring.  ARINC management will review the FCC Compliance Training 
Program annually to ensure that it addresses the objectives set forth herein.
Federal Communications Commission DA 09-1012
4
(c) Parent Companies. ARINC will work with Carlyle to institute internal controls that 
ensure future transactions that contemplate a change in control of ARINC companies are 
communicated to ARINC management in advance of any actual transfer of control and 
ensure the requirements of all appropriate regulatory authorities are timely satisfied.
(d) Annual Report.  Twelve months and twenty-four months after the Effective Date, ARINC 
shall submit an affidavit or declaration under penalty of perjury, signed and dated by an 
authorized officer of ARINC with personal knowledge of the representations therein, 
verifying that ARINC has complied with the terms of this Consent Decree.  The 
declaration shall be submitted to the Chief, Investigations and Hearings Division, 
Enforcement Bureau, Federal Communications Commission, 445 12th Street, S.W., 
Washington, D.C.  20554.  The declaration or affidavit must comply with section 1.16 of 
the Commission’s rules, 47 C.F.R. § 1.16, and be substantially in the form set forth 
therein.
(e) Termination.  ARINC’s obligations under this Paragraph shall expire twenty-four (24) 
months after the Effective Date.
11. Voluntary Contribution.  ARINC agrees that it will make a voluntary contribution to the 
United States Treasury in the amount of Fifteen Thousand Dollars ($15,000.00).  The payment will be 
made within 30 days after the Effective Date of the Adopting Order.  The payment must 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 the 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.  Payment 
by wire transfer may be made to ABA Number 021030004, receiving bank Federal Reserve Bank of New 
York, and account number 27000001.  ARINC will also send electronic notification within forty-eight 
(48) hours of the date said payment is made to Gary.Oshinsky@fcc.gov.  
12. Waivers.  ARINC 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 Order adopting this Consent Decree, provided the Commission issues an Order adopting 
the Consent Decree without change, addition, modification, or deletion.  ARINC 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 ARINC nor the Commission shall contest the validity of the Consent Decree or 
the Adopting Order, and ARINC shall waive any statutory right to a trial de novo.  ARINC hereby agrees 
to waive any claims it may otherwise have under the Equal Access to Justice Act, 5 U.S.C. § 504 and 47 
C.F.R. § 1.1501 et seq., relating to the matters addressed in this Consent Decree.
13. 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 ARINC does not expressly consent) that 
provision will be superseded by such Commission rule or Order.
14. Successors and Assigns. ARINC agrees that the provisions of this Consent Decree shall be 
binding on its successors, assigns, and transferees.  
15. 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 
Federal Communications Commission DA 09-1012
5
any compliance or noncompliance with the requirements of the Act or the Commission’s Rules and 
Orders.  
16. Modifications. This Consent Decree cannot be modified without the advance written 
consent of both Parties.
17. 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.
18. Authorized Representative.  Each party represents and warrants to the other that it has full 
power and authority to enter into this Consent Decree.
19. Counterparts. This Consent Decree may be signed in any number of 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.
________________________________
Hillary S. DeNigro
Chief
Investigations and Hearings Division, Enforcement 
Bureau 
________________________________
Date
________________________________
John M. Belcher
Chairman and Chief Executive Officer
ARINC, Inc.
________________________________
Date