Federal Communications Commission FCC 09-92
Before the
Federal Communications Commission
Washington, D.C. 20554
In the Matter of
Promoting Diversification of Ownership in the 
Broadcasting Services
2006 Quadrennial Regulatory Review – Review of 
the Commission’s Broadcast Ownership Rules and 
Other Rules Adopted Pursuant to Section 202 of 
the Telecommunications Act of 1996
2002 Biennial Regulatory Review – Review of the 
Commission’s Broadcast Ownership Rules and 
Other Rules Adopted Pursuant to Section 202 of 
the Telecommunications Act of 1996
Cross-Ownership of Broadcast Stations and 
Newspapers
Rules and Policies Concerning Multiple 
Ownership of Radio Broadcast Stations in Local 
Markets
Definition of Radio Markets
Ways to Further Section 257 Mandate and to Build 
on Earlier Studies
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
MB Docket No. 07-294
MB Docket No. 06-121
MB Docket No. 02-277
MM Docket No. 01-235
MM Docket No. 01-317
MM Docket 00-244
MB Docket No. 04-228
MEMORANDUM OPINION & ORDER AND 
FIFTH FURTHER NOTICE OF PROPOSED RULEMAKING
Adopted:  October 15, 2009 Released:  October 16, 2009
By the Commission:
Comment Date: [30 days after date of publication in the Federal Register]
Reply Comment Date: [45 days after date of publication in the Federal Register]
I. INTRODUCTION
1. In this Memorandum Opinion and Order, we consider petitions for reconsideration filed 
by the National Association of Broadcasters (“NAB”) and David Wilson1 of the Report and Order issued 
  
1 Petition for Reconsideration of the National Association of Broadcasters filed in MB Docket No. 07-294 , et al. 
(June 26, 2009) (“NAB Petition”) and Petition for Reconsideration of David Wilson, licensee of stations WHDX-
FM and WHDZ-FM, Buxton, North Carolina, filed in MB Docket No. 07-294, et al. (June 16, 2009) (“Wilson 
Petition”).  
Federal Communications Commission FCC 09-92
2
in the above-captioned proceeding (“323 Order”).2 The 323 Order adopted changes to the commercial 
broadcast ownership reporting requirements and delegated authority to the Media Bureau to revise FCC 
Form 323 accordingly.  The Commission adopted these changes to increase the accuracy and 
comprehensiveness of the minority and female ownership data collected3 and to address other flaws in the 
data collection process as identified by the United States Government Accountability Office (“GAO”) and 
by study authors who have attempted to use the current data to analyze broadcast ownership issues.4  
Among other things, the Commission required sole proprietors and partnerships composed of natural 
persons to file Form 323 biennially, and it expanded the reporting requirement to include interests that are 
not attributable because of: (a) the single majority shareholder exemption; and (b) the exemption for 
interests held in eligible entities that would be attributable but for the higher Equity/Debt Plus (“EDP”) 
thresholds adopted in the Diversity Order.5 The Commission also established a November 1 deadline for 
biennial filing of Form 323.6  
2. We grant NAB’s Petition to the extent that it requests that we reconsider the requirement 
that licensees report certain nonattributable interests and, as a result, we adopt herein a Fifth Further 
Notice of Proposed Rulemaking to invite comment on this issue.  Otherwise, we deny NAB’s Petition, 
specifically its request that we reconsider the requirement that sole proprietors file Form 323 ownership 
reports biennially.  We dismiss Wilson’s Petition for Reconsideration of the same requirement as 
repetitious.7
3. In addition, we ratify the Bureau’s action extending the date for commercial licensees to 
file their initial biennial ownership reports on the new Form 323 to a date that is no earlier than 30 days 
after public notice of approval by the Office of Management and Budget (“OMB”) of the revised Form, 
with data current as of November 1, 2009.8 In the 323 Order, the Commission adopted a November 1, 
2009 initial biennial filing date, requiring data to be current as of October 1, 2009.  We agree with the 
  
2 Promoting Diversification of Ownership in the Broadcasting Services, Report and Order and Fourth Further Notice 
of Proposed Rulemaking, MB Docket No. 07-294, et al., 24 FCC Rcd 5896 (2009).  See also 47 C.F.R. §§ 73.3615, 
73.6026, 74.797.
3 323 Order, 24 FCC Rcd at 5902-03 ¶ 12.  See also Promoting Diversification of Ownership in the Broadcasting 
Services, Report and Order and Third Notice of Proposed Rulemaking, MB Docket No. 07-294, et al., 23 FCC Rcd 
5922 (2008) (“Diversity Order” and “Third Further Notice”).
4 323 Order, 24 FCC Rcd at 5900 ¶ 7, 5901-02 ¶ 10.  In March 2008, the GAO released a report that identifies three 
weaknesses of the data submitted on Form 323:  (1) exemptions from the biennial filing requirement for certain 
types of broadcast stations, (2) inadequate data quality procedures, and (3) problems with data storage and retrieval.   
“Media Ownership: Economic Factors Influence the Number of Media Outlets in Local Markets, While Ownership 
by Minorities and Women Appears Limited and is Difficult to Assess,” Report to the Chairman of the  
Subcommittee on Telecommunications and the Internet, Energy and Commerce Committee, House of 
Representatives, GAO-08-383 (Mar. 2008) (“GAO Report”).
5 Diversity Order, 23 FCC Rcd at 5936 ¶ 31.
6 323 Order, 24 FCC Rcd at 5909 ¶ 22.
7 Wilson’s Petition states that the sole proprietor filing requirement is unnecessary because a person’s ethnicity does 
not change over time, and he proposes that sole proprietors be required to file a new Form 323 only upon a change 
in ownership.  Wilson Petition at 1.  The Commission has already considered and rejected the argument that it can 
collect the necessary information from Form 323 submissions filed in connection with changes in ownership, and 
the petition does not introduce any new facts or circumstances that the Commission did not previously consider.  See  
323 Order, 24 FCC Rcd at 5905 ¶¶ 14-16; see also Numbering Resource Optimization, 22 FCC Rcd 8050, 8052 
(2007) (dismissing petitions because they introduced no new facts and relied on arguments the Commission had 
previously considered and rejected).  Were we to consider the merits of the Petition, we would deny it for the same 
reasons that we deny NAB’s Petition on this issue.
8 Order, MB Docket No. 07-294, et al., DA 09-2165 (MB, Oct. 2, 2009).
Federal Communications Commission FCC 09-92
3
Bureau that deferral of those dates is necessary in order to provide licensees and other entities with 
sufficient time to review the new form and gather the necessary information.9 The extension of these 
deadlines will apply only to the initial filing.  Beginning with the 2011 filing, the form must be filed no 
later than November 1 with data current as of October 1 of the filing year.
II. DISCUSSION
4. Sole Proprietors.  In its Petition, NAB seeks reconsideration of two aspects of the Order.  
First, NAB asks the Commission to reconsider the requirement that sole proprietors file ownership reports 
biennially.  NAB is concerned that the biennial filing requirement will place a significant financial burden 
on sole proprietors, who may lack legal counsel or the personnel to track filing deadlines and other 
compliance matters.10 Instead, NAB proposes that the Commission incorporate in the database the most 
recently filed Form 323 for each licensee sole proprietor.  NAB contends that the ownership report on file 
will provide current information on race, ethnicity, and gender, as these characteristics would not change 
over time.  For the same reason, NAB also objects to the Commission requiring sole proprietors to 
biennially review or update ownership reports, after the initial filing of the new Form 323.11
5. In its Opposition to NAB’s Petition, UCC supports the Commission’s decision to collect 
data from sole proprietors.12 UCC disagrees with NAB that Form 323 creates a significant burden for 
sole proprietors, noting that sole proprietors already file an ownership report on other occasions, such as 
when they obtain a license.  UCC adds that preparation time, including assembling the material and filing 
the form, should be minimal for sole proprietors because their ownership data will not change.13 UCC 
does not oppose NAB’s suggestion that sole proprietors be allowed to link back to previously filed 
ownership reports, so long as the data “quality, accuracy, accessibility and ease of use” is not 
compromised.14 In response, NAB claims that UCC fails to provide sufficient rationale or facts to counter 
NAB’s arguments concerning the burden on sole proprietors and disagrees that the burden on sole 
  
9 The Commission submitted the revised Form 323 and supporting statement to OMB on August 11, 2009.  OMB 
has not acted on the revised information collection as of the adoption date of this Order.  Therefore, the extension is 
appropriate to afford sufficient time to file.
10 NAB Petition at 3.  Wilson also seeks reconsideration of this requirement, stating that it is unnecessary for the 
Commission to collect this information biennially from sole proprietors because “[a] person’s ethnicity does not 
change over time and it is therefore a waste of resources to require these re-certifications.”  Wilson Petition at 1.  In 
its Petition, NAB further elaborates on its arguments raised in its comments to the Third Further Notice.  In its 
initial comments, NAB said the requirement might be burdensome and is not necessary because a sole proprietor’s 
race and gender would not change unless a license is assigned or transferred.  NAB Comments at 17.  In its Petition, 
NAB asserts that the requirement will “place[] a significant burden” on sole proprietors, claiming that the filing fee 
associated with the form and the time required to complete it would be burdensome for sole proprietors and that sole 
proprietors would be subjected to the risk of missing a filing deadline or submitting inaccurate information.  NAB 
Petition at 3.  While NAB does not explain why it could not have provided this level of detail earlier, we believe that 
the public interest in ensuring a complete record warrants consideration of NAB’s more detailed allegations.  See 47 
C.F.R. § 1.429(b); MTS and WATS Market Structure, Amendment of Part 36 of the Commission’s Rules and 
Establishment of a Joint Board, 6 FCC Rcd 547, 548 (1991). 
11 See Letter from Erin Dozier, Counsel for the NAB, to Marlene H. Dortch, Secretary, FCC (Sept. 18, 2009) (“NAB 
Ex Parte”).  See also Wilson Petition at 1.
12 Opposition to Petition for Reconsideration filed by the Office of Communication of the United Church of Christ, 
Inc., Benton Foundation, Common Cause, Media Alliance, and National Organization for Women Foundation in 
MB Docket No. 07-294 (Aug. 11, 2009) at 3 (“Opposition”).  See also Comments of Catherine J.K. Sandoval filed 
in MB Docket No. 07-294 (June 29, 2009) at 8-11(“Sandoval Comments”) (supporting decision to require sole 
proprietorships and partnerships comprised of natural persons to file biennial ownership reports). 
13 Opposition at 3.   
14 Id. at 4.
Federal Communications Commission FCC 09-92
4
proprietors would be minimal.15 NAB restates its position that demographic data on sole proprietors 
should be captured only at the licensing stage or when there is a change in ownership.16  
6. We are not persuaded by NAB’s arguments, and we affirm our decision to require sole 
proprietors to file Form 323 biennially.  In its Petition, NAB reiterates its arguments made in comments to 
the Third Further Notice that the Commission provide a link in its Form 323 database to each sole 
proprietor’s most recent Form 323.17 NAB asserts that the Commission failed to adequately explain in the 
323 Order “why its system for tracking this data” cannot link back to the most recent report on file.  
However, the issue is not whether the tracking system could link data from an old ownership report.  
Rather, as UCC correctly observes, the issue is whether such information is reliable, accurate, and 
accessible.  We do not believe it would be.    
7. The revised Form 323 is intended to improve the quality, accuracy, and reliability of the 
information gathered over that collected in the old form.  The GAO Report and researchers criticized the 
difficulty of aggregating and summarizing the data submitted on Form 323.  Specifically, the GAO 
Report criticized the Commission’s current procedures that allow respondents to provide attachments with 
their electronic filing that may include minority and female ownership data.   Because the data are not 
entered into the database, the data cannot be retrieved and evaluated by electronic query.  The GAO 
Report also criticized the Commission’s current data storage and retrieval system because it retains the 
ownership information from outdated forms, even if new forms have been filed.  Therefore, in the 323 
Order, in the Commission directed staff to modify Form 323 so that ownership data is incorporated into 
the database is searchable, and can be aggregated and cross-referenced electronically.18  
8. On delegated authority pursuant to the 323 Order, the Media Bureau made several 
revisions to the form to address the identified deficiencies.19 The Bureau revised and improved the 
instructions and questions in all sections of the form in order to: (1) clarify the information sought in the 
form; (2) ensure that the data are collected in formats that can be easily incorporated in database programs 
used to prepare economic and policy studies and are not provided in unusable narrative exhibits; and (3) 
simplify completion of the form by giving respondents menu-style or checkbox-style options to enter 
data.  To further improve the ability of researchers and other users of the data to cross-reference 
information and construct complete ownership structures, the Bureau is requiring each filing entity, 
including sole proprietors, to obtain a unique FCC Registration Number (FRN) and to report the FRNs of 
entities one step above and one step below it in the ownership chain.  It must also identify the FRNs of its 
attributable officers, directors, and shareholders.20  The revised form also has built-in edit checks and 
  
15 Reply to Opposition to Petition for Reconsideration filed by NAB in MB Docket No. 07-294 (Aug. 21, 2009) at 4 
(“NAB Reply”).
16 Id. at 8-9.
17 NAB Petition at 3.  On the same grounds, both NAB and American Women in Radio and Television (“AWRT”) 
in their comments in response to the Third Further Notice objected to biennial filing requirements for sole 
proprietors.  NAB Comments at 8-9, AWRT Comments at 5-6.  NAB stated that the Commission “should simply 
rely upon information provided in the initial FCC Form 323 filed by a new owner following consummation of a 
license transfer/assignment or grant of a permit to construct and operate a new station” in lieu of applying the 
biennial filing requirement to sole proprietors.”  NAB Comments at 8-9.
18 323 Order, 24 FCC Rcd at 5907-08 ¶ 20.
19 The revised Form (OMB Control No. 3060-0010) is currently under review at OMB.
20 In the 323 Order, the Commission stated that each filing entity must identify by FRN the entity below it 
in the chain.  323 Order, 24 FCC Rcd at 5908 ¶ 21.  It also delegated authority to the staff to revisit this 
issue to determine whether additional modifications of the form are necessary.  In the process of modifying 
Form 323 on delegated authority, the Bureau determined that it was necessary to expand the class of FRNs 
to be included to ensure the usefulness of the data. 
Federal Communications Commission FCC 09-92
5
prefill capabilities to assure greater accuracy and ease of completion.  In addition, in the 323 Order, the 
Commission replaced the staggered ownership report filing deadlines currently in effect with a uniform 
filing date and a uniform date “as of” which the data being reported must be accurate.  Allowing filing of 
information on a rolling basis does not allow for comparisons of snapshots of all firms at uniform points 
in time, which creates difficulties for statistical and regression analysis, and reduces the precision of the 
estimates. The Commission’s modifications to the filing requirements in the 323 Order, as well as the 
Bureau’s changes to the form and instructions will facilitate long-term comparative studies of ownership.  
9. Under NAB’s approach, none of the ownership data on sole proprietors that would be 
included in our database immediately following the initial filing date would be submitted in the research-
friendly format of the revised form, nor would it pass through the built-in quality control mechanisms in 
the revised form, and its submission would not be informed by the significantly improved instructions 
that are incorporated in the revised form.  Absent the biennial filing requirement, it could be literally 
years before some sole proprietors would submit an ownership report using the non-biennial form, and 
even then race, ethnicity, and gender data would not be reported because, as a result of revisions made to 
the form pursuant to the 323 R&O, non-biennial filers will not be required to provide this information.21  
In many cases, a sole proprietor would never be required to file a new form, without a biennial filing 
requirement.  The consequences of exempting sole proprietors from the initial biennial filing requirement 
would directly undermine core Commission objectives in undertaking to revise the form, including 
rendering our data uniform, comparable, reliable and accessible, and ensuring that the data acquired are as 
accurate as possible.  The previous version of the ownership report contains critical flaws, cited by the 
GAO and study authors.22 The GAO specifically identified the exemptions from the biennial filing 
requirement as one of the major weaknesses of our ownership data.23 The Commission stated that 
“exempting sole proprietors and partnerships composed of natural persons from the biennial filing 
requirement precludes us from obtaining a complete snapshot of female and minority ownership.”24 The 
older data on sole proprietors that are available in our databases, which were submitted in different 
formats, at varying times and pursuant to older instructions, simply do not offer a reasonable alternative to 
filing on the revised form, given the data improvement goals that are at the core of this proceeding.25  
Accordingly, we reject NAB’s argument. 
10. Nor would exempting sole proprietors from filing biennially after their first initial filing 
on the revised Form 323 achieve our goals.26 It is true that minority status and gender do not change over 
time.  However, the biennial filing requirement will ensure that sole proprietors, like other filers, review 
and verify that the data on file are current.  We believe that the verification process will greatly benefit 
our efforts to improve the accuracy and reliability of the data collection. Without requiring a sole 
proprietor to periodically certify that the information is accurate, the Commission must assume that a lack 
of a filing constitutes a licensee’s assurance that its information is current. However, the absence of a 
filing also could mean that the licensee failed to file a report, even though its ownership information had 
changed.  The information could be out of date, and the Commission and public would have no assurance 
to the contrary.  In addition, the biennial requirement is necessary to capture changes in attributable 
interests that do not require prior Commission approval.  For instance, a sole proprietor could have 
entered into an attributable local marketing agreement or joint sales agreement in a market in which it 
already owns a broadcast facility.  Although the Commission’s rules would require the licensee to 
  
21 See infra ¶ 10.
22 See generally Sandoval Comments at 11-19 (describing limitations and flaws in current Form 323).
23 323 Order, 24 FCC Rcd at 5901-02 ¶ 10.
24 Id. at 5905 ¶ 16.
25 See Id. at 5897 ¶ 1.
26 See NAB Ex Parte; see also Wilson Petition at 1.  
Federal Communications Commission FCC 09-92
6
file such agreements, the licensee would not be required to update its ownership report.27 The biennial 
filing requirement is the only mechanism in which we could capture this information in a readily 
searchable format so that it can be used in studies to accurately determine the universe of broadcast 
ownership by minorities and women.
11. We also disagree that the biennial filing requirement places an undue burden on sole 
proprietors. At the outset, because these licensees each have only one principal, determination of the 
relevant information should be a simple process.  Moreover, after the initial filing, these licensees, with 
current reports on file, simply must recertify, once every two years that they have reviewed their current 
reports and that they are accurate.  Using the Commission’s electronic filing system, a filer will launch a 
pre-filled form that already contains the information from its previously submitted Form 323.  If all of the 
information is up to date, sole proprietors, would then simply sign and electronically submit the pre-filled 
form. No additional data must be entered. This certification process, which was already in effect prior to 
the adoption of the 323 Order, reduces the filing burden for sole proprietors.28 Accordingly, to the extent 
that NAB requests that the Commission include a mechanism that minimizes the burden on filers whose 
ownership information has not changed, the revised form already includes such a mechanism.  NAB does 
not provide any reasons why the Commission’s existing pre-fill and re-submission mechanism, which 
could be used to complete the biennial reporting obligation in the absence of an ownership change, would 
prove burdensome.  In addition, NAB’s apparent complaint that the filing fees create an excessive burden 
is without merit.  NAB has not adequately demonstrated that a $60 filing fee per license will create a 
hardship for sole proprietors.29 Therefore, we are not persuaded that this small filing burden, once every 
two years, is excessive.  In all events, as we stated in the 323 Order and affirm here, we believe that the 
additional filing requirements imposed on sole proprietors “are counterbalanced by the need to ensure the 
completeness and accuracy of our data collection efforts.”30  
12. Reportable Interests.  Second, NAB asks the Commission to reconsider its decision to 
obtain information from holders of certain nonattributable interests.  The Commission expanded biennial 
reporting to include two categories of non-attributable interest holders: (a) shareholders with a minority 
voting interest in corporations with a single majority shareholder that would be attributable but for the 
single majority shareholder exemption; and (b) interests that would be attributable but for an exemption 
accorded to investments in eligible entities.  NAB states that there was no clear notice on this issue in the 
Third Further Notice and that the record therefore lacks information as to potential harms or benefits of 
this new filing requirement.31 In addition, NAB expresses doubt that information from nonattributable 
entities will provide the Commission with any useful information on the current status of minority and 
female ownership of broadcast stations.  NAB states that, by excluding these interests from its attribution 
rules, the Commission has already determined that such interests fail to confer sufficient influence over a 
licensee’s operations.  Therefore, NAB questions how the ownership information will further the 
Commission’s stated goals.32 NAB also is concerned that the reporting requirement will deter investment 
in the broadcast industry by increasing investors’ administrative and financial burdens and by requiring 
disclosure of information that they would otherwise consider private.33  If the Commission affirms its 
  
27 Under Section 73.3613 of the Commission’s rules, 47 C.F.R. § 73.3613, radio and TV licensees are required to 
file a copy of attributable local marketing agreements and radio licensees are required to file a copy of attributable 
joint sales agreements with the Commission.
28 See 323 Order, 24 FCC Rcd at 5898-99 ¶ 4.
29 See NAB Petition at 3 n.7.  
30 323 Order, 24 FCC Rcd at 5905 ¶ 16.
31 NAB Petition at 6. 
32 Id. at 8-9.
33 Id. at 5, 7-8.
Federal Communications Commission FCC 09-92
7
decision, NAB asks that reporting be limited to race, gender, and ownership percentage of the 
nonattributable investors, rather than full reporting of their names, addresses, familial relationships, and 
other media holdings.34
13. UCC supports the Commission’s decision to obtain information from these two 
categories of nonattributable interest holders.35 It agrees with the Commission that the information will 
enable the Commission to determine how such types of investments affect future policy decisions.  UCC 
also states that collection of such information will not adversely affect capital investment because the 
form is relatively short and is filed only once every two years.36 Therefore, according to UCC, the filing 
requirement is not so burdensome as to dissuade potential investors from investing in broadcast 
operations.37 UCC also contests NAB’s view that the Commission failed to provide adequate notice that 
it would expand the Form 323 filing obligations to include reporting of such nonattributable interests.  
According to UCC, that decision is a logical outgrowth of the Commission’s request for comment on 
whether to expand the universe of parties required to file Form 323.38
14. In its Reply to UCC’s Opposition, NAB contends that UCC fails to show how collection 
of data on “involvement” of nonattributable investors can be used in connection with the Commission’s 
efforts to revise and revisit its ownership rules.39 NAB argues that the 323 Order “does not identify any 
specific potential regulatory purpose for the information it seeks, nor does the UCC Opposition.”40 NAB 
also disagrees with UCC’s arguments that the new burdens are relatively minor, citing the time it will take 
to gather the financial information.  NAB reiterates its proposal that the Commission adopt a less 
burdensome method of collecting information about nonattributable investors by restricting the types of 
data collected to general demographic information.41
15. Upon reconsideration, we will delete the requirement that these two types of 
nonattributable interests be reported.  Accordingly, we modify Section 73.3615 of the Commission’s 
rules, as set forth in Appendix A.  In the 323 Order, the Commission sought to revise Form 323 to “obtain 
an accurate, reliable, and comprehensive assessment of minority and female broadcast ownership in the 
United States.”42 As discussed in the Order, the Commission concluded that gathering race, ethnicity, 
  
34 Id. at 9-10.
35 Opposition at 6.
36 Id.
37 Id. at 4-6.  See also Sandoval Comments at 9-11 (supporting collection of nonattributable interest data).
38 Opposition at 5.  CBS Corporation filed a Reply to the Opposition to Petition for Reconsideration without having 
filed such a reconsideration petition.  While this pleading is procedurally defective under section 1.45(c) of our 
rules, 47 C.F.R. § 1.45(c),  we will treat CBS’s Reply as an ex parte filing and will consider its comments in the 
accompanying Fifth Further Notice in the interest of developing a full and complete record on our rulemaking 
proposals.  CBS claims that the Commission violated Section 553(b)(3) of the Administrative Procedure Act, 5 
U.S.C. § 553(b)(3), by failing to provide adequate notice of the new reporting obligation.  CBS Reply at 5.  CBS 
disagrees with UCC that the proposal to collect information on nonattributable interests is a logical outgrowth of the 
Third Further Notice “because potentially affected parties could not reasonably have anticipated that the FCC would 
require the disclosure of non-attributable ownership interests in broadcast station ownership reports.”  CBS Reply at 
7.  Because CBS’s Reply is unauthorized, we need not address its claims on the merits in this Order.  Nevertheless, 
we have considered and responded to substantially similar arguments raised by NAB in its Petition.
39 NAB Reply at 4.
40 Id.  
41 Id. at 5-6.
42 323 Order, 24 FCC Rcd at 5898 ¶ 3.
Federal Communications Commission FCC 09-92
8
and gender data on the holders of these two types of interests would be useful in achieving this goal.43  
And, while we also believe that this reporting requirement is a logical outgrowth of the Third Further 
Notice in this proceeding,44 we acknowledge that our intention to impose the requirement was not 
explicitly stated and note that there were no comments specifically addressing the reporting of 
nonattributable interests in response to our question as to whether the scope of reporting should be 
expanded.  Under these circumstances, we believe the better course is to issue a Further Notice to 
expressly invite additional comment on this issue in order to obtain a complete record.  Accordingly, we 
adopt the Fifth Further Notice that follows below.   
III. FIFTH FURTHER NOTICE OF PROPOSED RULEMAKING
16. In the 323 Order, the Commission determined that, in order to measure the extent of 
minority and female ownership of broadcast outlets and assess the need for and effectiveness of any 
policies designed to promote minority and female ownership, it is important to obtain information on 
holders of certain nonattributable interests, as well as on holders of attributable interests.45 The 
Commission concluded that while it considers only attributable interest holders in determining whether 
licensees are in compliance with our media ownership rules, the balance struck in defining what interests 
should be counted for purposes of implementing our ownership rules may not be appropriate for 
collecting data on interests held by minorities and women.  As noted above, we did not receive comments 
on this issue prior to adopting these conclusions.  Therefore, in order to obtain a complete record on this 
question, we are commencing a Further Rulemaking on whether to expand the reporting requirements to 
include certain nonattributable entities.  Specifically, we seek comment on whether to collect information
from holders of equity interests in a licensee that would be attributable but for the single majority 
shareholder exemption and from holders of interests that would be attributable but for the higher EDP 
thresholds adopted in the Diversity Order for purposes of determining attribution of certain interests in 
eligible entities.46  
17. The single majority shareholder exemption provides that a minority shareholder’s voting 
interests will not be attributed where a single shareholder holds more than 50 percent of the outstanding 
voting stock of the corporation in question.47 In the 323 Order, the Commission explained why reporting 
of information about minority shareholders in a corporation with a single majority shareholder is 
important: 
For purposes of assessing levels of minority ownership . . . we believe that we should err 
on the side of comprehensiveness based on criticisms of the current collection scheme. 
The minority interests that are exempt from attribution under the single majority 
shareholder exemption can be quite substantial – nearly 50%.  Including these interest 
holders would make the data set more complete and help determine whether 
nonattributable interests could be a source of attributable minority and female owners in 
the future.  Thus, collection of this information will be useful in assessing whether we 
  
43  Id. at 5905-07 ¶¶ 17-19. 
44 Under the “logical outgrowth” test applied by the courts, an additional round of rulemaking comments is not 
necessary where adopted rulemaking changes differing from the agency’s stated proposals represent a “logical 
outgrowth” of those proposals.  See Small Refiner Lead Phase-Down Task Force v. EPA, 705 F.2d 506, 547 (D.C. 
Cir. 1983).      
45 323 Order, 24 FCC Rcd at 5905 ¶ 17.
46 For non-biennial reports, we do not propose to require reporting of or filing by these interest holders. 
47 See former 47 C.F.R. § 73.3555 Note 2(b).
Federal Communications Commission FCC 09-92
9
need to take additional measures to increase minority ownership and in justifying any 
measures that we decide to take.48  
For these reasons, we propose to require that voting stock interests that would be attributable but for the 
single majority stockholder exemption be reported on the biennial Form 323.  
18. As is the case now, whether the holders of these direct or indirect interests in licensees 
that are held in vertical ownership chains will have to file a Form 323 themselves or will simply have 
their interest reported on a Form 323 filed by another entity would depend on the nature of the 
shareholder.  Individuals holding such interests in licensees or in entities that hold interests in licensees 
would be reported on the Form 323 filed by the entity in which they hold the interest and would not have 
to file a form themselves.  Corporations, partnerships, or other entities holding such interests in licensees 
or in entities that directly or indirectly hold interests in licensees, however, would both be reported on the 
Form 323 filed by the entity in which they hold the interest and would be required to file a Form 323 on 
their own behalf, using the same biennial Form 323 as all other filers would use and following the same 
format and instructions.49 The distinction made here between individuals and entities for purposes of the 
Form 323 filing obligation is the same distinction that applies under the current rules. 50 We seek 
comment on all aspects of this proposal.     
19. Under the Commission’s EDP standard, an interest is deemed attributable if, aggregating 
both equity and debt, the interest exceeds 33 percent of the total asset value (all equity plus all debt) of a 
broadcast station licensee, cable television system, daily newspaper or other media outlet subject to the 
Commission’s broadcast multiple ownership or cross-ownership rules – and the interest holder also: (1) 
holds an attributable interest in another media outlet in the same market that is subject to the multiple or 
cross-ownership rules; or (2) supplies over 15 percent of the total weekly broadcast programming hours 
of the station in which the interest is held.51 In the Diversity Order, the Commission adopted a 
mechanism to allow an interest holder to exceed the 33 percent threshold without triggering attribution if 
the investment would enable an “eligible entity” (as that term is defined in the Diversity Order) to acquire 
a broadcast station, provided that: (1) the combined equity and debt of the interest holder in the eligible 
entity is less than 50 percent; or (2) the total debt of the interest holder in the eligible entity does not 
exceed 80 percent of the asset value of the station being acquired by the eligible entity and the interest 
holder does not hold any equity interest, option, or promise to acquire an equity interest in the eligible 
entity or any related entity.52  
20. In order to obtain more complete ownership data, we propose that interests that would be 
attributable but for the recently adopted EDP exemption for certain investments in eligible entities be 
reported on the biennial Form 323.  In the 323 Order, the Commission noted that it “did not premise its 
relaxation of the EDP attribution rule on a finding that such an interest holder is unable to exert 
significant influence in the licensee but rather on a policy decision that relaxing the EDP rule is necessary 
to facilitate access to capital by eligible entities, including minority- and female-owned businesses.”53  
  
48 323 Order, 24 FCC Rcd at 5907 ¶ 18 (footnote omitted).
49 We note that we are discussing the issue of filing or reporting in the context of vertical ownership chains, and this 
distinction does not apply to sole proprietors.  As discussed above, pursuant to the Commission’s 323 Order, we are 
now requiring sole proprietors of broadcast stations to file ownership reports biennially.  By virtue of the fact that a 
licensee is a sole proprietor, there is no other person or entity that is authorized to certify and file the ownership 
report for that station.
50 See 47 C.F.R. § 73.3615(a)(3)(iv)(B).
51 47 C.F.R. § 73.3555 Note 2(i).
52 Diversity Order, 23 FCC Rcd at 5936 ¶ 31.
53 See 323 Order, 24 FCC Rcd at 5907 ¶ 19, Diversity Order at 5931-37 ¶¶ 17-34.
Federal Communications Commission FCC 09-92
10
The Commission also noted that it already has determined that interests that exceed the 33 percent EDP 
threshold confer on the interest holder an ability to influence a licensee’s operations.54 While we do not 
believe there are many ownership interests held pursuant to this exemption, they are clearly interests 
within the scope of our concern in this proceeding.  For this reason, we propose to require that they be 
reported.  With respect to which interest holders will be reported and which will also file Form 323, we 
propose to apply the same distinction discussed in paragraph 18.  Thus, individuals holding these interests 
would have to be reported by the entity in which the interest is directly held but would not themselves 
have to file a report, while entities in this category would have to file separate ownership reports and be 
reported by the entity in which the interest is directly held.  
21. Will collection of race, ethnicity, and gender data on the holders of these two 
nonattributable interests further the Commission’s goals to obtain reliable data on the precise status of 
minority and female ownership?  NAB suggests that information from nonattributable entities will not 
provide the Commission with any useful information on the current status of minority and female 
ownership of broadcast stations.55 We seek comment on this view.  NAB states that by excluding these 
interests from its attribution rules, the Commission has already determined that such interests fail to 
confer sufficient influence over a licensee’s operations.  Therefore, NAB questions how the ownership 
information will further the Commission’s stated goals.56 We seek comment on NAB’s position and on 
all aspects of our proposals.    
22. We also seek comment on any adverse consequences of requiring reporting of individuals 
holding these nonattributable interests and of requiring entities holding these nonattributable interests to 
file separate Form 323s.  We seek comment specifically on NAB’s concern that the reporting requirement 
will deter investment in the broadcast industry by increasing investors’ administrative and financial 
burdens and by requiring disclosure of information that they would otherwise consider private.57 CBS 
argues that the potential costs and other burdens of compliance with these reporting requirements could 
persuade nonattributable investors to invest elsewhere or even divest their existing ownership interests.58  
We seek comment on these contentions.  In the 323 Order, the Commission explained that our attribution 
rules seek to identify financial interests in licensees that convey the potential and incentive to exert 
significant influence over core licensee functions, and thus should be counted under the multiple 
ownership rules.59 At the same time, however, the Commission noted that it has sought to target the 
attribution rules precisely so as to avoid impeding capital flow to broadcasters.60  The Commission 
concluded that, in this instance, the concern about impeding capital flow does not apply, and noted that 
the Commission’s goal is to collect information so that we can accurately assess and effectively promote 
diversity of ownership in the broadcast industry.61 We seek comment on whether a reporting requirement 
of nonattributable interests would adversely affect capital investment in broadcasting.  
23. We seek comment on whether expanding the reporting requirements to include the two 
  
54 323 Order, 24 FCC Rcd at 5907 ¶ 19.
55 NAB Petition at 8-9.
56 Id.
57 Id. at 5, 7-8.
58 CBS Reply at 10.
59  323 Order, 24 FCC Rcd at 5905-06 ¶ 17.
60 Id. at 5906 ¶ 17.  As the Commission stated in its 1999 Attribution Order, “we must tailor the attribution rules to 
permit arrangements in which a particular ownership or positional interest involves minimal risk of influence, in 
order to avoid unduly restricting the means by which investment capital may be made available to the broadcast 
industry.” Id.  (footnote omitted).
61 Id.
Federal Communications Commission FCC 09-92
11
nonattributable interests we have identified will result in undue burdens on licensees, and in particular, 
small entities.  The Commission recognized that it must balance the goal of collecting more 
comprehensive and more accurate data with the goal of minimizing burdens on respondents.  In the 323 
Order, the Commission explained that broadcasters are familiar with and accustomed to keeping records 
in accordance with the Commission’s existing attribution rules, which provide useful, fairly bright-line 
criteria to determine which interests must be reported and which interests do not need to be reported.62  
CBS suggests that broadcasters often do not possess the reportable information because publicly traded 
companies may have limited knowledge of the demographic information of a majority of shareholders, 
and may not know the underlying beneficial owners when the stocks are held by banks or other financial 
institutions.63 We seek comment on whether licensees or other entities required to file revised Form 323 
currently possess information on minority shareholders of single majority shareholder corporations.  If 
not, what is the burden of collecting this information?  Will licensees, parent corporations, or other entity 
filers have to obtain specialized counsel and conduct additional surveys to comply with the reporting 
requirements, as suggested by CBS?64 We seek comment on whether the benefits of obtaining 
comprehensive minority and female ownership data outweigh the increased burden on respondents.  Are 
alternatives available to reduce the filing burden without reducing the accuracy or completeness of our 
data?
24. We also seek comment on NAB’s suggestion that, if the Commission adopts the reporting 
requirement discussed above, it should limit the reportable information to race, gender, and ownership 
percentage of the nonattributable investors, rather than full reporting of their names, addresses, familial 
relationships, and other media holdings.65 Would data thus limited provide the Commission and outside 
researchers with sufficient information to conduct studies?  If information on nonattributable media 
holdings is omitted, as suggested by NAB, would the Commission lack sufficient information to 
accurately determine the universe of minority and female ownership in broadcasting?
IV. PROCEDURAL MATTERS
A. Filing Requirements
25. Ex Parte Rules.  The Fifth Further Notice of Proposed Rulemaking in this proceeding 
will be treated as “permit-but-disclose” subject to the “permit-but-disclose” requirements under Section 
1.1206(b) of the Commission’s rules.66  Ex parte presentations are permissible if disclosed in accordance 
with Commission rules, except during the Sunshine Agenda period when presentations, ex parte or 
otherwise, are generally prohibited.  Persons making oral ex parte presentations are reminded that a 
memorandum summarizing a presentation must contain a summary of the substance of the 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.67 Additional rules pertaining to oral and written 
presentations are set forth in Section 1.1206(b) of the Commission’s rules.
26. Comments and Reply Comments.  Pursuant to sections 1.415 and 1.419 of the 
Commission’s rules, interested parties may file comments and reply comments on or before the dates 
indicated on the first page of this document.  Comments may be filed using (1) the Commission’s 
Electronic Comment Filing System (ECFS); (2) the Federal Government’s eRulemaking Portal; or (3) by 
  
62 323 Order, 24 FCC Rcd at 5906 ¶ 17. 
63 CBS Reply at 8.  
64 Id. at 9.
65 NAB Petition at 9-10.
66 47 C.F.R. § 1.1206(b).
67 47 C.F.R. § 1.1206(b)(2).
Federal Communications Commission FCC 09-92
12
filing paper copies.68  
27. Electronic Filers:  Comments may be filed electronically using the Internet by accessing 
the ECFS:  http://www.fcc.gov/cgb/ecfs/ or the Federal eRulemaking Portal:  http://www.regulations.gov.  
Filers should follow the instructions provided on the website for submitting comments.  For ECFS filers, 
if multiple docket or rulemaking numbers appear in the caption of this proceeding, filers must transmit 
one electronic copy of the comments for each docket or rulemaking number referenced in the caption.  In 
completing the transmittal screen, filers should include their full name, U.S. Postal Service mailing 
address, and the applicable docket or rulemaking number.  Parties may also submit an electronic comment 
by Internet e-mail.  To get filing instructions, filers should send an e-mail to ecfs@fcc.gov, and include 
the following words in the body of the message, “get form.”  A sample form and directions will be sent in 
response.
28. Paper Filers:  Parties that choose to file by paper must file an original and four copies of 
each filing.  If more than one docket or rulemaking number appears in the caption of this proceeding, 
filers must submit two additional copies for each additional docket or rulemaking number.  Filings can be 
sent by hand or messenger delivery, by commercial overnight courier, or by first-class or overnight U.S. 
Postal Service mail (although we continue to experience delays in receiving U.S. Postal Service mail).  
All filings must be addressed to the Commission’s Secretary, Office of the Secretary, Federal 
Communications Commission.
29. The Commission’s contractor will receive hand-delivered or messenger-delivered paper 
filings for the Commission’s Secretary at 236 Massachusetts Avenue, NE, Suite 110, Washington, DC  
20002.  The filing hours at this location are 8:00 a.m. to 7:00 p.m.  All hand deliveries must be held 
together with rubber bands or fasteners.  Any envelopes 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 should be addressed to 445 12th Street, SW, Washington DC  20554.
30. 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).
31. Availability of Documents.  Comments, reply comments, and ex parte submissions will 
be available for public inspection during regular business hours in the FCC Reference Center, Federal 
Communications Commission, 445 12th Street, S.W., CY-A257, Washington, D.C., 20554.  Persons with 
disabilities who need assistance in the FCC Reference Center may contact Bill Cline at (202) 418-0267 
(voice), (202) 418-0432 (TTY), or bill.cline@fcc.gov.  These documents also will be available from the 
Commission’s Electronic Comment Filing System.  Documents are available electronically in ASCII, 
Word 97, and Adobe Acrobat.  Copies of filings in this proceeding may be obtained from Best Copy and 
Printing, Inc., Portals II, 445 12th Street, S.W., Room CY-B402, Washington, D.C., 20554; they can also 
be reached by telephone, at (202) 488-5300 or (800) 378-3160; by e-mail at fcc@bcpiweb.com; or via 
their website at http://www.bcpiweb.com.  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 and Governmental Affairs Bureau at (202) 418-1400 (voice), (202) 418-0432 (TTY).
32. Information.  For additional information on this proceeding, contact Mania Baghdadi, 
Amy Brett, or Kristi Thompson at (202) 418-2330.  Press inquiries should be directed to David Fiske at 
(202) 418-0513.
B. Initial and Supplemental Final Regulatory Flexibility Analyses
33. Supplemental Final Regulatory Flexibility Analysis.  We note that the Supplemental 
  
68 See Electronic Filing of Documents in Rulemaking Proceedings, 63 Fed. Reg. 24121 (1998).
Federal Communications Commission FCC 09-92
13
FRFA addresses only the matters considered on reconsideration in this Memorandum Opinion & Order. 
Therefore, the Supplemental FRFA attached as Appendix C addresses only the decision that this Order on 
reconsideration reverses.
34. Initial Regulatory Flexibility Analysis.  As required by the Regulatory Flexibility Act of 
1980, as amended (“RFA”),69 the Commission has prepared an Initial Regulatory Flexibility Analysis  
(“IRFA”) of the possible significant economic impact on a substantial number of small entities of the 
proposals addressed in the Fifth Further Notice of Proposed Rulemaking.  The IRFA is set forth in 
Appendix B.  Written public comments are requested on the IRFA.  These comments must be filed in 
accordance with the filing deadlines on the first page of this document. 
C. Paperwork Reduction Act Analysis
35. Initial Paperwork Reduction Act Analysis.  The Further Notice of Proposed Rulemaking 
has been analyzed with respect to the Paperwork Reduction Act of 1995 (“PRA”),70 and contains 
proposed information collection requirements.  The Commission, as part of its continuing effort to reduce 
paperwork burdens, invites the general public and the Office of Management and Budget (OMB) to 
comment on the proposed information collection requirements contained in this Notice, as required by the 
PRA.
36. Written comments on the PRA proposed information collection requirements must be 
submitted by the public, the OMB, and other interested parties on or before 60 days after publication of 
the Notice in the Federal Register Comments should address: (a) whether the proposed collection of 
information is necessary for the proper performance of the functions of the Commission, including 
whether the information shall have practical utility; (b) the accuracy of the Commission’s burden 
estimates; (c) ways to enhance the quality, utility, and clarity of the information collected; and (d) ways to 
minimize the burden of the collection of information on the respondents, including the use of automated 
collection techniques or other forms of information technology.  In addition, pursuant to the Small 
Business Paperwork Relief Act of 2002,71 we seek specific comment on how we might “further reduce the 
information collection burden for small business concerns with fewer than 25 employees.”
37. Direct all PRA comments to Nicholas A. Fraser, Office of Management and Budget, via 
Internet at Nicholas_A._Fraser@omb.eop.gov or via fax at (202) 395-5167 and to Cathy Williams, 
Federal Communications Commission, Room 1-C823, 445 12th Street, SW., Washington, DC or via 
Internet at Cathy.Williams@fcc.gov or PRA@fcc.gov. For additional information concerning the PRA 
proposed information collection requirements contained in the Further Notice of Proposed Rulemaking, 
contact Cathy Williams at (202) 418-2918, or via the Internet at PRA@fcc.gov.
38. Final Paperwork Reduction Act Analysis.  This document contains revised information 
collection requirements subject to the Paperwork Reduction Act of 1995, Public Law 104-13.  On August 
11, 2009, the Commission submitted to the Office of Management and Budget (OMB) for review under 
Section 3507(d) of the PRA, the modified information collections pursuant to the 323 Order.  The 
Commission published a notice in the Federal Register seeking comments on the August 11 submission.  
The proposed modification and the supporting statement are pending at OMB.  Due to public comments 
that were received with respect to FCC Form 323, the Commission in this Order has further revised the 
information collection requirements that were contained in the 323 Order.  The Commission will amend 
the supporting statement and adjust the burden hours and costs of the pending submission based on the 
  
69 See 5 U.S.C. § 603. The RFA, see 5 U.S.C. §§ 601-612, has been amended by the Small Business Regulatory 
Enforcement Fairness Act of 1996 (“SBREFA”), Pub. L. No. 104-121, Title II, 110 Stat. 857 (1996). 
70 The Paperwork Reduction Act of 1995 (“PRA”), Pub. L. No. 104-13, 109 Stat. 163 (1995) (codified in Chapter 35 
of title 44 U.S.C.).
71 The Small Business Paperwork Relief Act of 2002 (“SBPRA”), Pub. L. No. 107-198, 116 Stat. 729 (2002) 
(codified in Chapter 35 of title 44 U.S.C.); see 44 U.S.C. § 3506(c)(4).
Federal Communications Commission FCC 09-92
14
revised information collection requirements contained in this Order.  We are submitting this revised 
information collection as an amendment to the pending submission, in response to the public comments 
that were received with respect to the form.  The revised information collection requirements will have 
the effect of reducing the paperwork burden.72  
D. Congressional Review Act
39. The Commission will send a copy of this Memorandum Opinion and Order and Fifth 
Further Notice of Proposed Rulemaking in a report to be sent to Congress and the Government 
Accountability Office pursuant to the Congressional Review Act, see 5 U.S.C. § 801(a)(1)(A).
V. ORDERING CLAUSES
40. Accordingly, IT IS ORDERED that, pursuant to the authority contained in sections 1, 
2(a), 4(i)-(j), 257, and 303(r) of the Communications Act of 1934, as amended, 47 U.S.C. §§ 151, 152(a), 
154(i)-(j), 257, and 303(r), this Memorandum Opinion and Order and Fifth Further Notice of Proposed 
Rulemaking IS ADOPTED. 
41. IT IS FURTHER ORDERED that the rule amendment attached hereto as Appendix A, 
will become effective upon publication of a notice in the Federal Register announcing approval by the 
Office of Management and Budget.
42. IT IS FURTHER ORDERED that, pursuant to the authority contained in sections 1, 
2(a), 4(i, j), 257, and 303(r) of the Communications Act of 1934, as amended, 47 U.S.C. §§ 151, 152(a), 
154(i, j), 257, 303(r), NOTICE IS HEREBY GIVEN of the proposals described in this Fifth Further 
Notice of Proposed Rulemaking.
43. IT IS FURTHER ORDERED that the Petition for Reconsideration filed by National 
Association of Broadcasters IS GRANTED to the extent discussed herein AND is otherwise DENIED.  
44. IT IS FURTHER ORDERED that the Petition for Reconsideration filed by David 
Wilson IS DISMISSED. 
45. IT IS FURTHER ORDERED that the Reply to Opposition to Petition for 
Reconsideration filed by CBS Corporation IS DISMISSED, see 47 C.F.R. § 1.45(c), and will be treated as 
an ex parte filing.
46. IT IS FURTHER ORDERED that the Commission’s Consumer and Governmental 
Affairs Bureau, Reference Information Center, SHALL SEND a copy of the Memorandum Opinion and 
Order, including the Supplemental Final Regulatory Flexibility Analysis, and a copy of the Fifth Further 
Notice of Proposed Rulemaking, including the Initial Regulatory Flexibility Analysis, to the Chief 
Counsel for Advocacy of the Small Business Administration.
  
72 We have responded to the OMB concerning PRA-related comments filed with that Office.
Federal Communications Commission FCC 09-92
15
47. IT IS FURTHER ORDERED that the Commission SHALL SEND a copy of this 
Memorandum Opinion and Order and Fifth Further Notice of Proposed Rulemaking in a report to be sent 
to Congress and the Government Accountability Office pursuant to the Congressional Review Act, see 5 
U.S.C. § 801(a)(1)(A).
FEDERAL COMMUNICATIONS COMMISSION
Marlene H. Dortch
Secretary
Federal Communications Commission FCC 09-92
16
APPENDIX A
Rule Changes
PART 73 – RADIO BROADCAST SERVICES
1. The authority citation for Part 73 continues to read as follows:
Authority: 47 U.S.C. 154, 303, 334, 336 and 339.
2.  Amend § 73.3615 by revising paragraph (a) introductory text to read as follows:
§ 73.3615 Ownership reports.
(a) The Ownership Report for Commercial Broadcast Stations (FCC Form 323) must be 
electronically filed every two years by: (1) each licensee of a commercial AM, FM, or TV broadcast 
station (a “Licensee”); and (2) each entity that holds an interest in the licensee that is attributable for 
purposes of determining compliance with the Commission’s multiple ownership rules (see Notes 1-3 to 
47 C.F.R. § 73.3555) (a “Respondent”).  The initial filing deadline shall be set by Public Notice issued by 
the Media Bureau.  Thereafter, the Form shall be filed biennially by November 1, 2011, and every two 
years thereafter.  A Licensee or Respondent with a current and unamended Report on file at the 
Commission, which was filed on or by the initial filing date or thereafter, using the Form revised pursuant 
to the Commission’s Orders in MB Docket Nos. 07-294, et al., 24 FCC Rcd 5896 (2009) and ___ FCC 
Rcd ___ (FCC 09-92, rel. Oct. 16, 2009), and which is still accurate, may electronically validate and 
resubmit its previously filed Form 323.  Ownership Reports shall provide the following information as of 
October 1 of the year in which the Report is filed, except that the Form filed by the initial filing date shall 
provide the following information as of November 1, 2009:
*  *  *  *  *
Federal Communications Commission FCC 09-92
17
APPENDIX B
Initial Regulatory Flexibility Analysis
1. As required by the Regulatory Flexibility Act of 1980, as amended (“RFA”),1 the 
Commission has prepared this Initial Regulatory Flexibility Analysis (“IRFA”) of the possible economic 
impact on small entities by the policies and rules proposed in this Fifth Further Notice of Proposed 
Rulemaking (“Notice”).  Written public comments are requested on this IRFA.  Comments must be 
identified as responses to the IRFA and must be filed by the deadlines for comments on the Notice.  The 
Commission will send a copy of the Notice, including this IRFA, to the Chief Counsel for Advocacy of 
the Small Business Administration (“SBA”).2 In addition, the Notice and IRFA (or summaries thereof) 
will be published in the Federal Register.3
A. Need for, and Objectives of, the Proposed Rules
2. The Notice invites comment on proposed revisions to FCC Form 323 that would require 
entities that hold  financial interests that would constitute attributable interests in the licensee (1) but for 
the single majority shareholder attribution exemption or (2) the higher Equity/Debt Plus threshold 
adopted in the Diversity Order for purposes of attributing certain interests in eligible entities to file 
ownership reports biennially and would require reporting in biennial ownership reports of individuals that 
hold such interests.  Consistent with current filing requirements, an individual holding an ownership 
interest is not required to file Form 323.  The objective of the information collection is to obtain 
comprehensive ownership data to further the Commission’s goal to design policies to advance diversity in 
the broadcast industry. 
B. Legal Basis
3. This Notice is adopted pursuant to sections 1, 2(a), 3, 4(i)-(j), 257, and 303(r), of the 
Communications Act of 1934, as amended, 47 U.S.C. §§ 151, 152(a), 153, 154(i, j), 257, 303).
C. Description and Estimate of the Number of Small Entities to Which the Proposed Rules 
Will Apply
4. The RFA directs agencies to provide a description of, and, where feasible, an estimate of 
the number of small entities that may be affected by the proposed rules, if adopted.4 The RFA defines the 
term “small entity” as having the same meaning as the terms “small business,” “small organization,” and 
“small governmental entity” under Section 3 of the Small Business Act.5 In addition, the term “small 
business” has the same meaning as the term “small business concern” under the Small Business Act.6 A 
small business concern is one which: (1) is independently owned and operated; (2) is not dominant in its 
  
1 See 5 U.S.C. § 603.  The RFA, see 5 U.S.C. §§ 601-612, was amended by the Small Business Regulatory 
Enforcement Fairness Act of 1996 (“SBREFA”), Pub. L. No. 104-121, Title II, 110 Stat. 857 (1996).
2 See 5 U.S.C. § 603(a).  
3 See id.
4 5 U.S.C. § 603(b)(3).
5 5 U.S.C. § 601(6).
6 5 U.S.C. § 601(3) incorporates by reference the definition of “small business concern” in 15 U.S.C. § 632.  
Pursuant to the RFA, the statutory definition of a small business applies, “unless an agency, after consultation with 
the Office of Advocacy of the [SBA] and after opportunity for public comment, establishes one or more definitions 
of such term which are appropriate to the activities of the agency and publishes the definition(s) in the Federal 
Register.” 5 U.S.C. § 601(3).
Federal Communications Commission FCC 09-92
18
field of operation; and (3) satisfies any additional criteria established by the SBA.7
5. Television Broadcasting. In this context, the application of the statutory definition to 
television stations is of concern.  The Small Business Administration defines a television broadcasting 
station that has no more than $14 million in annual receipts as a small business.  Business concerns 
included in this industry are those “primarily engaged in broadcasting images together with sound.”8
According to Commission staff review of the BIA Financial Network, Inc. Media Access Pro Television 
Database as of August 14, 2009, 923 (72 percent) of the 1,289 commercial television stations in the 
United States have revenues of $14 million or less.  We note that in assessing whether a business entity 
qualifies as small under the above definition, business control affiliations9 must be included.  Our 
estimate, therefore, likely overstates the number of small entities that might be affected by any changes to 
the filing requirements for FCC Form 323, because the revenue figures on which this estimate is based do 
not include or aggregate revenues from affiliated companies.  
6. An element of the definition of “small business” is that the entity not be dominant in its 
field of operation.  The Commission is unable at this time and in this context to define or quantify the 
criteria that would establish whether a specific television station is dominant in its market of operation.  
Accordingly, the foregoing estimate of small businesses to which the rules may apply does not exclude 
any television stations from the definition of a small business on this basis and is therefore over-inclusive 
to that extent.  An additional element of the definition of “small business” is that the entity must be 
independently owned and operated.  It is difficult at times to assess these criteria in the context of media 
entities, and our estimates of small businesses to which they apply may be over-inclusive to this extent.  
7. Radio Broadcasting. The Small Business Administration defines a radio broadcasting 
entity that has $7 million or less in annual receipts as a small business.10 Business concerns included in 
this industry are those “primarily engaged in broadcasting aural programs by radio to the public.”11  
According to Commission staff review of the BIA Financial Network, Inc. Media Access Radio Analyzer 
Database as of August 14, 2009, about 10,660 (96 percent) of 11,100 commercial radio stations in the 
United States have revenues of $7 million or less.  We note that in assessing whether a business entity 
qualifies as small under the above definition, business control affiliations12 must be included.  Our 
estimate, therefore, likely overstates the number of small entities that might be affected by any changes to 
the ownership rules, because the revenue figures on which this estimate is based do not include or 
aggregate revenues from affiliated companies. 
8. In this context, the application of the statutory definition to radio stations is of concern.  
An element of the definition of “small business” is that the entity not be dominant in its field of operation.  
We are unable at this time and in this context to define or quantify the criteria that would establish 
whether a specific radio station is dominant in its field of operation.  Accordingly, the foregoing estimate 
of small businesses to which the rules may apply does not exclude any radio station from the definition of 
  
7 15 U.S.C. § 632.
8 See 13 C.F.R. § 121.201, 2008 NAICS Code 515120.  This category description states: “This industry comprises 
establishments primarily engaged in broadcasting images together with sound.  These establishments operate 
television broadcasting studios and facilities for the programming and transmission of programs to the public.”  U.S. 
Census Bureau 2007 NAICS Definitions, Television Broadcasting, available at
http://www.census.gov/econ/census02/data/industry/E515120.htm.
9 “[Businesses] are affiliates of each other when one [business] controls or has the power to control the other or a 
third party or parties controls or has the power to control both.”  13 C.F.R. § 121.103(a)(1).
10 See 13 C.F.R. § 121.201, 2008 NAICS code 515112.
11 Id.
12 “[Businesses] are affiliates of each other when one [business] controls or has the power to control the other, or a 
third party or parties controls or has the power to control both.”  13 C.F.R. § 121.103(a)(1).  
Federal Communications Commission FCC 09-92
19
a small business on this basis and is therefore over-inclusive to that extent.  An additional element of the 
definition of “small business” is that the entity must be independently owned and operated.  We note that
it is difficult at times to assess these criteria in the context of media entities, and our estimates of small 
businesses to which they apply may be over-inclusive to this extent.
9. Class A TV and LPTV stations. The rules and policies adopted herein apply to 
licensees of Class A TV stations and low power television (“LPTV”) stations, as well as to potential 
licensees in these television services.  The same SBA definition that applies to television broadcast 
licensees would apply to these stations. The SBA defines a television broadcast station as a small business 
if such station has no more than $14.0 million in annual receipts.13 As of June 30, 2009, there are 
approximately 553 licensed Class A stations and 2,386 licensed LPTV stations.  Given the nature of these 
services, we will presume that all of these licensees qualify as small entities under the SBA definition.  
We note, however, that under the SBA’s definition, revenue of affiliates that are not LPTV stations 
should be aggregated with the LPTV station revenues in determining whether a concern is small.  Our 
estimate may thus overstate the number of small entities since the revenue figure on which it is based 
does not include or aggregate revenues from non-LPTV affiliated companies. 
D. Description of Projected Reporting, Recordkeeping, and Other Compliance Requirements  
10. We anticipate that changes in recording or recordkeeping requirements for commercial 
broadcast entities would result from the changes in the Commission’s Form 323 necessary to implement 
the proposal to collect additional investor information.  See, generally, paragraphs 12, 17-18, supra.  
Entities holding two types of nonattributable interests, as described in the Further Notice, see paragraphs 
17-18, would be required to file Form 323, and individuals holding these interests would have to be 
reported on Form 323.   
E. Steps Taken to Minimize Significant Impact on Small Entities, and Significant Alternatives 
Considered
11. The RFA requires an agency to describe any significant alternatives that might minimize 
any significant economic impact on small entities.  Such alternatives may include the following four 
alternatives (among others): (1) the establishment of differing compliance or reporting requirements or 
timetables that take into account the resources available to small entities; (2) the clarification, 
consolidation, or simplification of compliance and reporting requirements under the rule for small 
entities; (3) the use of performance, rather than design, standards; and (4) an exemption from coverage of 
the rule, or any part thereof, for small entities.14
12. As noted, we are directed under law to describe any such alternatives we consider, 
including alternatives not explicitly listed above.15 The Notice seeks comment on the tentative conclusion 
that obtaining certain nonattributable financial interests would further our goal to design policies to 
advance diversity in the broadcast industry.  In the alternative, the Commission could defer until a later 
time collection of such information or not require reporting of such information.  The Notice also seeks 
  
13 See 13 C.F.R. § 121.201, 2008 NAICS Code 515120.
14 5 U.S.C. § 603(c).
15 5 U.S.C. § 603(b).
Federal Communications Commission FCC 09-92
20
comment on whether the proposed data collection would impose a significant reporting, recordkeeping, or 
other compliance burden on commercial broadcast entities, especially smaller entities, and whether there 
are alternative ways to minimize burdens from this proposed reporting requirement.16  
F. Federal Rules that May Duplicate, Overlap, or Conflict With the Proposed Rules
13. None.
  
16 See, e.g., paragraph 23.
Federal Communications Commission FCC 09-92
21
APPENDIX C
Supplemental Final Regulatory Flexibility Analysis
1. As required by the Regulatory Flexibility Act of 1980, as amended (RFA),1 an Initial 
Regulatory Flexibility Analysis (IRFA) was incorporated in the Third Further Notice of Proposed 
Rulemaking (Third Further Notice) in MB Docket No. 07-294.2 The Commission sought written public 
comment on the proposals in the Third Further Notice, including comment on the IRFA.  The 
Commission also prepared a Supplemental Initial Regulatory Flexibility Analysis in the Further Notice of 
Proposed Rulemaking (Further Notice),3 a Second Supplemental Initial Regulatory Flexibility Analysis 
(Second Supplemental IRFA) in the Second Further Notice of Proposed Rulemaking (Second Further 
Notice),4 and an Initial Regulatory Flexibility Analysis in the Fourth Further Notice of Proposed 
Rulemaking (Fourth Further Notice).5 A Final Regulatory Flexibility Analysis (FRFA) was published in 
the Report and Order in this docket.6 This present Supplemental FRFA, which conforms to the RFA,7
supplements that FRFA.8  
A. Need for, and Objectives of, the Memorandum Report and Order (MO&O)
2. The MO&O reaffirms its earlier conclusions in the Report and Order, except for one 
decision.  In the Report and Order, the Commission decided to require broadcasters to report on Form 323 
certain nonattributable interests and to require entities holding nonattributable interests to file Form 323. 
Specifically, the Commission required broadcasters to report every two years on Form 323 information on 
entities with financial interests that would be attributable (1) but for the single majority shareholder 
attribution exemption or (2) the higher Equity/Debt Plus threshold adopted in the Diversity Order for 
purposes of attributing certain interests in eligible entities,.  In addition, every two years, entities holding 
these interests would have to file Form 323.  The Report and Order revised 47 C.F.R. § 73.3615 to 
implement this change.  On reconsideration, the Commission determined that because no comments were 
filed on this issue, the record may not be complete.  Therefore, the Commission will not require 
broadcasters to report these interests and will not require entities holding these interests to file Form 323.  
Instead, the Commission is issuing a further notice of proposed rulemaking to seek comment on this 
issue.  
  
1 See 5 U.S.C. § 603.  The RFA, see 5 U.S.C. §§ 601-612, has been amended by the Small Business Regulatory 
Enforcement Fairness Act of 1996 (SBREFA), Pub. L. No. 104-121, Title II, 110 Stat. 857 (1996).
2 Promoting Diversification of Ownership in the Broadcasting Services, Report and Order and Third Notice of 
Proposed Rulemaking, MB Docket No. 07-294, et al., 23 FCC Rcd 5922, Appendix B (2008)
3 2006 Quadrennial Regulatory Review – Review of the Commission’s Broadcast Ownership Rules and Other Rules 
Adopted Pursuant to Section 202 of the Telecommunications Act of 1996, Further Notice of Proposed Rule Making, 
21 FCC Rcd 8834 (2006).  
4 2006 Quadrennial Regulatory Review – Review of the Commission’s Broadcast Ownership Rules and Other Rules 
Adopted Pursuant to Section 202 of the Telecommunications Act of 1996, Second Further Notice of Proposed Rule 
Making, 22 FCC Rcd 14215 (2007).
5 Promoting Diversification of Ownership in the Broadcasting Services, Report and Order and Fourth Further Notice 
of Proposed Rulemaking, MB Docket No. 07-294, et al., 24 FCC Rcd 5896, Appendix B (2009). 
6 Promoting Diversification of Ownership in the Broadcasting Services, Report and Order and Fourth Further Notice 
of Proposed Rulemaking, MB Docket No. 07-294, et al., 24 FCC Rcd 5896, Appendix C (2009).
7 See 5 U.S.C. § 604.
8 We note that we could, instead, have written a certification here, under 5 U.S.C. § 605, because our action removes 
a requirement and therefore will not have “a significant economic impact on a substantial number of small entities.”
Federal Communications Commission FCC 09-92
22
B. Legal Basis
3. This MO&O is adopted pursuant to Sections 1, 2(a), 4(i, j), 257, and 303(r) of the 
Communications Act of 1934, as amended, 47 U.S.C. §§ 151, 152(a), 154(i, j), 257, and 303(r).  
C. Summary of Significant Issues Raised by Public Comments in Response to the IRFA 
4. The Commission did not receive any comments specifically in response to the IRFA.  No 
commenters addressed the impact of this reporting requirement on small entities in their comments 
generally.                  
D. Description and Estimate of the Number of Small Entities to Which the Rules Will Apply
5. The RFA directs agencies to provide a description of, and, where feasible, an estimate of 
the number of small entities that may be affected by the proposed rules, if adopted.9 The RFA defines the 
term “small entity” as having the same meaning as the terms “small business,” “small organization,” and 
“small governmental entity” under Section 3 of the Small Business Act.10 In addition, the term “small 
business” has the same meaning as the term “small business concern” under the Small Business Act.11 A 
small business concern is one which: (1) is independently owned and operated; (2) is not dominant in its 
field of operation; and (3) satisfies any additional criteria established by the SBA.12
6. Television Broadcasting. In this context, the application of the statutory definition to 
television stations is of concern.  The Small Business Administration defines a television broadcasting 
station that has no more than $14 million in annual receipts as a small business.  Business concerns 
included in this industry are those “primarily engaged in broadcasting images together with sound.”13
According to Commission staff review of the BIA Financial Network, Inc. Media Access Pro Television 
Database as of August 14, 2009, about 923 (72 percent) of the 1,289 commercial television stations in the 
United States have revenues of $14 million or less.  We note that in assessing whether a business entity 
qualifies as small under the above definition, business control affiliations14 must be included.  Our 
estimate, therefore, likely overstates the number of small entities that might be affected by any changes to 
the filing requirements for FCC Form 323, because the revenue figures on which this estimate is based do 
not include or aggregate revenues from affiliated companies.  
7. An element of the definition of “small business” is that the entity not be dominant in its 
field of operation.  The Commission is unable at this time and in this context to define or quantify the 
criteria that would establish whether a specific television station is dominant in its market of operation.  
  
9 5 U.S.C. § 603(b)(3).
10 5 U.S.C.§ 601(6).  
11 5 U.S.C. § 601(3) incorporates by reference the definition of “small business concern” in 15 U.S.C. § 632.  
Pursuant to the RFA, the statutory definition of a small business applies, “unless an agency, after consultation with 
the Office of Advocacy of the [SBA] and after opportunity for public comment, establishes one or more definitions 
of such term which are appropriate to the activities of the agency and publishes the definition(s) in the Federal 
Register.” 5 U.S.C. § 601(3).
12 15 U.S.C. § 632.
13 See 13 C.F.R. § 121.201, 2008 NAICS Code 515120.  This category description states: “This industry comprises 
establishments primarily engaged in broadcasting images together with sound.  These establishments operate 
television broadcasting studios and facilities for the programming and transmission of programs to the public.”  U.S. 
Census Bureau 2007 NAICS Definitions, Television Broadcasting, available at
http://www.census.gov/econ/census02/data/industry/E515120.htm.
14 “[Businesses] are affiliates of each other when one [business] controls or has the power to control the other or a 
third party or parties controls or has the power to control both.”  13 C.F.R. § 121.103(a)(1).
Federal Communications Commission FCC 09-92
23
Accordingly, the foregoing estimate of small businesses to which the rules may apply does not exclude 
any television stations from the definition of a small business on this basis and is therefore over-inclusive 
to that extent.  An additional element of the definition of “small business” is that the entity must be 
independently owned and operated.  It is difficult at times to assess these criteria in the context of media 
entities, and our estimates of small businesses to which they apply may be over-inclusive to this extent.  
8. Radio Broadcasting. The Small Business Administration defines a radio broadcasting 
entity that has $7 million or less in annual receipts as a small business.15 Business concerns included in 
this industry are those “primarily engaged in broadcasting aural programs by radio to the public.”16  
According to Commission staff review of the BIA Financial Network, Inc. Media Access Radio Analyzer 
Database as of August 14, 2009, about 10,6600 (96 percent) of 11,100 commercial radio stations in the 
United States have revenues of $7 million or less.  We note that in assessing whether a business entity 
qualifies as small under the above definition, business control affiliations17 must be included.  Our 
estimate, therefore, likely overstates the number of small entities that might be affected by any changes to 
the ownership rules, because the revenue figures on which this estimate is based do not include or 
aggregate revenues from affiliated companies. 
9. In this context, the application of the statutory definition to radio stations is of concern.  
An element of the definition of “small business” is that the entity not be dominant in its field of operation.  
We are unable at this time and in this context to define or quantify the criteria that would establish 
whether a specific radio station is dominant in its field of operation.  Accordingly, the foregoing estimate 
of small businesses to which the rules may apply does not exclude any radio station from the definition of 
a small business on this basis and is therefore over-inclusive to that extent.  An additional element of the 
definition of “small business” is that the entity must be independently owned and operated.  We note that 
it is difficult at times to assess these criteria in the context of media entities, and our estimates of small 
businesses to which they apply may be over-inclusive to this extent.
10. Class A TV and LPTV stations. The rules and policies adopted herein apply to 
licensees of Class A TV stations and low power television (“LPTV”) stations, as well as to potential 
licensees in these television services.  The same SBA definition that applies to television broadcast 
licensees would apply to these stations. The SBA defines a television broadcast station as a small business 
if such station has no more than $14.0 million in annual receipts.18 As of June 30, 2009, there are 
approximately 553 licensed Class A stations and 2,386 licensed LPTV stations.  Given the nature of these 
services, we will presume that all of these licensees qualify as small entities under the SBA definition.  
We note, however, that under the SBA’s definition, revenue of affiliates that are not LPTV stations 
should be aggregated with the LPTV station revenues in determining whether a concern is small.  Our 
estimate may thus overstate the number of small entities since the revenue figure on which it is based 
does not include or aggregate revenues from non-LPTV affiliated companies.
E. Description of Projected Reporting, Recordkeeping and Other Compliance Requirements
11. The MO&O eliminates one of the reporting, recordkeeping and compliance requirements 
adopted in the Order.  Licensees will not be required to report holders of two classes of nonattributable 
ownership interests: (1) equity interests in a licensee that would be attributable but for the single majority 
shareholder exemption and (2) interests that would be attributable but for the higher Equity/Debt Plus 
thresholds adopted in the Diversity Order for purposes of determining attribution of certain interests in 
  
15 See 13 C.F.R. § 121.201, 2008 NAICS code 515112.
16 Id.
17 “[Businesses] are affiliates of each other when one [business] controls or has the power to control the other, or a 
third party or parties controls or has the power to control both.”  13 C.F.R. § 121.103(a)(1).  
18 See 13 C.F.R. § 121.201, 2008 NAICS Code 515120.
Federal Communications Commission FCC 09-92
24
eligible entities.  Thus, we have reduced the reporting and recordkeeping requirements associated with 
this form.   
F. Steps Taken to Minimize Significant Impact on Small Entities and Significant Alternatives 
Considered
12. The RFA requires an agency to describe any significant alternatives that it has considered 
in reaching its proposed approach, which may include the following four alternatives (among others):  (1) 
the establishment of differing compliance or reporting requirements or timetables that take into account 
the resources available to small entities; (2) the clarification, consolidation, or simplification of 
compliance and reporting requirements under the rule for small entities; (3) the use of performance, rather 
than design, standards; and (4) an exemption from coverage of the rule, or any part thereof, for small 
entities.19
13. On reconsideration, the Commission reversed its decision in the Report and Order to 
require reporting of certain nonattributable interests.  We believe that it is preferable to seek additional 
comment on this issue in a further notice of proposed rulemaking to develop a full record on this issue, 
and not require broadcasters to file this information based on the current record in this proceeding.  We 
believe this is the fairest course of action.  The MO&O reduces the burdens on small entities because 
these entities will not have to report on certain nonattributable interests and holders of those interests will 
not have to file Form 323 every two years.  See the Initial Regulatory Flexibility Analysis, paragraph 12, 
which discusses alternative approaches considered in connection with the Fifth Further Notice of
Proposed Rulemaking.
G. Report to Congress
14. The Commission will send a copy of this Order, including this FRFA, in a report to 
Congress and the Government Accountability Office, pursuant to the Congressional Review Act.20 In 
addition, the Commission will send a copy of this Order, including this FRFA, to the Chief Counsel for 
Advocacy of the Small Business Administration.  A copy of this Order and FRFA (or summaries thereof) 
will also be published in the Federal Register.21
  
19 5 U.S.C. § 603 (c).
20 See 5 U.S.C. § 801(a)(1)(A).
21 See 5 U.S.C. § 604(b).