HomeMy WebLinkAboutCivil Action 92-2494 Time Warner Entertainment Company LP against Federal Communications Commission and United States of America DUNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
)
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TIME WARNER ENTERTAINMENT COMPANY, )
L.P., )
)
Plaintiff, )
)
-against- ) Civil Action 9';)_-- a L/ g y
)
)
FEDERAL COMMUNICATIONS COMMISSION, )
)
and )
)
UNITED STATES OF AMERICA, )
Defendants. )
)
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AFFIDAVIT OF E. THAYER BIGELOW
STATE OF CONNECTICUT)
ss:
COUNTY OF FAIRFIELD )
E. Thayer Bigelow, being duly sworn, deposes and
states as follows:
1. I am President and Chief Executive Officer of
Time Warner Cable Programming ("TWCP"), a division of Time
Warner Cable ("TWC"), which itself is an unincorporated
division of Time Warner Entertainment Company, L.P. ("TWE").
I have been involved in the cable industry since 1970.
Indeed, at various times I have served as President of Home
Box Office, Inc. and Manhattan Cable Television. I make
a
this affidavit in support of TWE's motion for a preliminary
injunction.
2. TWC is a cable operator with cable programming
interests. The accompanying affidavit of Joseph J. Collins
discusses TWC generally in its role as a cable operator and
the injuries that the Cable Act will inflict on TWC and its
divisions, primarily in their roles as cable operators. I
will discuss TWC in its role as a programmer and the
injuries that the Cable Act will inflict on TWC and its
divisions, primarily in their roles as programmers. The
accompanying affidavit of Jeffrey Bewkes discusses HBO,
which is also an unincorporated division of TWE, and the
injuries that the Cable Act will inflict on HBO, a
programmer.
Programming Background
3. Many cable programmers produce their own
programming, devoted to such diverse subjects as news and
political events, religious subjects, education; music and
general entertainment. Such programming reflects its
originator's distinctive approach and point of view. In
addition, when they make use of programming created by
others, programmers exercise substantial editorial
discretion in determining what to include --and what not to
include --in the programming services that they offer. Cable
programmers also decide, as any speaker does, where, when,
by what means, to whom and on what terms they wish to
communicate the news, information and entertainment that
they offer.
4. Producing new programming is a very expensive
and risky endeavor. Recent programming ventures have
required expenditures of as much as $75 to $100 million
before achieving profitability. This is a substantial
amount of money in its own right. However, combined with
the unpredictability and changing tastes of the television
viewing public, it is even more of an investment risk.
5. To attract carriage of new programming,
programmers, including Courtroom Television Network, a cable
programmer managed and partially owned by TWC, have offered
exclusive licensing agreements to cable operators.
Exclusive licensing agreements are crucially important in
the distribution of news, information and entertainment.
Each media speaker, whether a newspaper, a broadcast
television station, or a cable operator, strives to
differentiate itself from other sources of news, information
and entertainment by entering into exclusive license
agreements to ensure that the material it offers will not be
duplicated by other outlets. An example of the benefits
that may be derived from advocating a strong policy of
exclusivity is the success of Turner Network Television
("TNT"). Time Warner Inc., an affiliate of TWE, and TWE are
investors in Turner Broadcasting Co., which operates TNT,
and therefore I am generally familiar with its development.
It is my belief that a portion of the great success that TNT
has enjoyed is due to its policy of entering into exclusive
license agreements with cable operators.
6. Exclusive agreements are also valuable in
spurring the development of new programming services. Such
licenses assure a prospective distributor that others will
not "free ride" on the distributor's efforts to promote and
sell the new service. They also encourage distributors to
make a greater investment in promotional and sales efforts
by holding out the possibility of greater returns that
exclusive distributorship of a popular product may. permit.
7. Exclusive licensing agreements are attractive
to cable operators because they allow them to differentiate
their programming from that of their competitors, whether
they be other cable operators, broadcasters, satellite
master antenna television ("SMATV") systems, multichannel,
multipoint distribution systems ("MMDS") or direct broadcast
satellite ("DBS") systems. Exclusive licensing agreements
are attractive to programmers because they not only allow
programmers to attract investors, but also to maximize their
profits.. Courtroom Television Network has entered into
exclusive licenses for such reasons. As the United States
Department of Commerce found:
"Both buyer and seller can benefit from the
availability and enforceability of exclusive rights.
For the buyer, exclusivity may differentiate the
programming, making it more marketable. For the
seller, by using exclusivity as a concept to divide the
range of possible licensees into different markets, the
seller can arrange a sequence of distribution that will
maximize revenue from the licensing of that product
through several uses."
U.S. Department of Commerce, Video Program Distribution and
Cable Television: Current Policy Issues and
Recommendations, NTIA Report 88-233, at 109-10 (1988)
(relevant pages attached hereto as Exhibit A).
8. TWC cable systems
are themselves
active
production of original programming that is offered to
local subscribers. In New York City, the Time Warner
in the
their
New
York City Cable Group recently launched a 24-hour all -news
channel, called "New York 1", which offers continuous
coverage of local news and events in New York City. The TWC
systems located in Ithaca and Rochester, New York, also
produce and offer local news programs to their subscribers.
Several TWC systems also offer local news segments produced
exclusively for them by others, including local
broadcasters. Many of TWC's cable systems also engage in
the creation and production of other original programming to
some extent.
The Must Carry and Retransmission Consent
Provisions of the 1992 Cable Act and the PEG and.
Leased Access Provisions of the 1984 Cable Act
I. The Statutory Scheme
A. The Must -Carry and Retransmission Consent
Provisions of the 1992 Cable Act
9. Sections 4 and 5 of the 1992 Cable Act amend
the Communications Act of 1934 by creating, respectively,
new Sections 614 and 615 (the "must carry provisions").
Sections 614 and 615 impose upon cable operators onerous
"must carry" obligations which require operators to offer to
their subscribers certain commercial and noncommercial
broadcast television stations, regardless of whether
operators wish to carry such stations or their subscribers
wish to receive them. Under Section 6 of the 1992 Cable
Act, which amends Section 325 of the. Communications Act of
1934, cable operators must negotiate with commercial
television stations for retransmission consent. If they
choose not to, commercial television stations may elect to
have their signals carried under the must carry provisions.
If they make such an election, cable operators must carry
these stations on the same channel on which they are
broadcast over the air, unless a station requests otherwise
under the statute. In addition, Section 614 prohibits the
cable operator from receiving "valuable consideration" for
carrying a station's signal even though the cable operator
does not wish to carry the signal and even though normal
negotiations might have resulted in the station paying to
have its
stations
signal retransmitted, as television networks pay
to broadcast their programming.
B. The PEG Provisions of the 1984 Cable Act
10. Section 611 of the 1984 Cable Act (codified at
47 U.S.C. § 531) permits municipal franchising authorities
to require the cable operators they regulate to set aside
channel capacity for public, educational or governmental
("PEG") uses (the "PEG provisions"). There is no statutory
limitation upon the number of PEG channels that a
franchising authority may require.
C. The Leased Access Provisions of the 1984 Cable
Act
11. Section 612 of the 1984 Cable Act (codified at
47 U.S.C. § 532) requires cable operators to set aside a
substantial portion --up to 15 percent --of their channels for
lease to unaffiliated programmers (the "leased access
provisions").
II. Injury As a Result of the Must Carry. PEG,
and Leased Access Provisions of the Cable
Acts
12. Individually and together, the must carry,
retransmission consent, PEG and leased access provisions
threaten especially severe and irreparable injury to Comedy
Central, Courtroom Television Network and other recently
developed non -premium program services in which TWE has an
interest. Such services obtain revenues from license fees
paid by distributors such as cable operators for the right
to exhibit the programming to their subscribers and from
fees paid by advertisers who sponsor programs on the
service. Because license fees and advertising revenues
depend upon the number of persons who are able to view the
service, it is crucial to the viability of such a service
that it persuade as many operators as possible to offer the
service to their subscribers.
13. Since they were launched. in April and July
1991, respectively, Comedy Central has attracted
approximately 22 million and Courtroom Television Network
has attracted approximately 6.2 million subscribers. Each
needs millions of additional subscribers to attain economic
viability. By requiring cable operators to devote to
must -carry broadcast stations, PEG channels and leased
access programming substantial channel capacity that would
otherwise be available to Comedy Central, Courtroom
Television Network and/or other non -premium programming
services in which TWE has an interest, the challenged
legislation deprives such services of vital opportunities to
gain additional distribution. By giving broadcast
television stations preferred status both as to coverage and
as to channel position, the must -carry provisions will also
deprive such services of opportunities to gain additional
advertising revenues, and they will instead divert such
revenues to broadcast interests.
The Standardized Terms and Conditions Provisions,
Exclusive License and Vertically Integrated
Service Provisions of the 1992 Cable Act
I. The Statutory Scheme
A. The Standardized Terms and Conditions
Provisions
14. Section 19 of the 1992 Cable Act amends the
Communications Act of 1934 by creating a new Section 628
(the "standardized terms and conditions provisions"). Among
other things, Sections 628(b) and (c) purport to require the
FCC to establish regulations to govern the licensing of
programming by programmers in which a cable operator has an
attributable interest. These standardized terms and
conditions provisions and the regulations they require do
not apply to other programmers.
15. The regulations to be promulgated by the FCC
pursuant to Section 628 would deprive cable programming
vendors that are affiliated with cable operators of the
ability to freely determine the prices, terms and conditions
on which they will disseminate their programming; would
subject such prices, terms and conditions to extensive
federal regulations; and could potentially require them to
sell their services to cable operators and other
distributors even if they do not wish to sell their services
to, or offer their services to subscribers through, such
persons. Neither Section 628(b) nor the regulations that
the FCC is directed to promulgate apply to a satellite cable
programming vendor that is unaffiliated with a cable
operator.
B. The Exclusive License Provisions
16. Section 628 also directs the FCC to prohibit a
programmer in which any cable operator has•an attributable
interest from entering into an exclusive agreement with any
cable operator, except that if the programming is to be
distributed to areas currently receiving cable, they may
enter into such an agreement if the FCC finds that it is in
the "public interest".
C. The Vertically Integrated Service Provisions
17. Section 11(c) of the 1992 Cable Act amends
Section 613 of the Communications Act of 1934 by adding
subsection 613(f)(1). Section 613(f)(1)(B) directs the FCC
to conduct a proceeding "to prescribe rules and regulations
establishing reasonable limits on the number of channels on
a cable system that can be occupied by a video programmer in
which a cable operator has an attributable interest" (the
"vertically integrated service provision").
18. However ultimately framed by the FCC, the
rules and regulations required to be promulgated under
Section 613(f)(1) will limit the ability of cable operators
to offer particular programming services to their subscrib-
ers merely because a cable operator has an "attributable
interest" in such programming service. They will also limit
the ability of cable programming services in which a cable
operator has an "attributable interest" to disseminate their
program services to cable operators and their subscribers
who would otherwise be willing and able to receive such
communications.
II. Injury to TWE as a Result of the Standardized
Terms and Conditions Provisions, Exclusive License and
Vertically Integrated Services Provisions
19. TWE is a vertically integrated programmer in
that it owns both cable systems and programming services.
However, many of TWE's principal competitors in the
production and distribution of video programming are not
vertically integrated. For example, The Disney Channel,
Arts & Entertainment, CNBC, ESPN, The Nashville Network, the
Playboy Channel and USA Network are all popular programming
services owned by companies which, as indicated by publicly
available data, do not have any corporate affiliation with
any cable operator within the meaning of the Cable Act. See
Cable Network Ownership Chart, Cable TV Programming
(April 30, 1992) (attached hereto as Exhibit B). Such
programmers will be able to compete with the program
services that TWE owns or in which it or an affiliate has an
interest (including Sunshine Network, Black Entertainment
Television ("BET"), Turner Broadcasting System (TNT, CNN,
Headline News), Comedy Central, Courtroom Television Network
(managed by TWCP), the Cinemax Service, the Home Box Office
Service, and E! Entertainment Television) free of the
challenged restrictions and will thereby gain competitive
advantages over such services, irreparably injuring TWE.
20. The vertically integrated services provisions
will irreparably injure TWC (i) by creating uncertainty,
pending the conclusion of the mandated FCC rulemaking, as to
the extent to which cable operators, including those that do
not have any corporate affiliation with TWE, may carry HBO
and other TWE services simply because they are offered by a
vertically integrated programmer; (ii) once FCC rules are
promulgated, by limiting the ability of cable operators to
continue to offer, or to add to their line-ups, the
programming services offered by HBO and other TWE affiliated
program services; (iii) by creating uncertainty, pending the
conclusion of the mandated FCC rulemaking, as to the extent
to which TWC's cable systems may do business with vertically
integrated services (whether or not such services have any
corporate affiliation with TWC); and (iv) once FCC rules are
promulgated, by limiting the ability of TWC's cable systems
to continue offering, or to add to their channel line-ups,
services of vertically integrated programmers, including
program services of, or affiliated with, TWE.
21. The exclusive license provisions will
irreparably injure TWC. In particular, the requirement of
FCC approval will impair Courtroom Television Network's
ability to use exclusive licenses. In addition, the
exclusive license provisions may abrogate some of Courtroom
Television Network's existing contracts, all to its and
TWE's irreparable injury.
Rate Rectulation Provisions of the 1992 Cable Act
I. The Statutory Scheme
22. Section 3 of the 1992 Cable Act amends
Section 623 of the Communications Act of 1934. As amended,
Section 623 submits cable operators not subject to
"effective competition" to FCC and municipal regulation of
the rates they may charge for their most widely subscribed
to service tier, basic cable service.
II. Injury toTWC as a Result of the Rate
Regulation Provisions
23. During the interim period between the 1984
Cable Act deregulation and the 1992 Cable Act reregulation,
cable operators could offer new programming with the
expectation that they could adjust their rates to reflect
the cost of that programming if necessary. This expectation
resulted in a burst of creation of new programming services.
Renewed rate regulation will most certainly chill the
creation of new programming services and further investment
in existing programming services because the ability of
cable operators and programmers to profit from such
expressive activities will be determined by the governments'
views of what are reasonable profits rather than the
open-ended potential rewards of the marketplace. Indeed, in
the new Cable Act, Congress seems to have chosen to fulfill
its purpose of halting broadcasters' decline in the
marketplace by using regulation to cripple their cable
competitors' ability to continue to create new programming
and new programming formats.
24. The rate regulation provisions will also
discourage cable operators from investing in new programming
•for• the same reasons. Since operators face limits in their
ability to recoup their investment costs, they will be
reluctant to invest in new programming. This reluctance is
heightened by the vertical integration provisions, which
would subject cable programming services to their
restrictions as soon as cable operators invest in them.
Sworn to before me this
`T th day of November, 1992.
Notary Public
State of Connecticut
County of Fairfield
On this 4th day of November, 1992, Elyse Egleston, the undersigned
officer, personally appeared E. Thayer Bigelow, known to me to be
the person whose name is subscribed to the within instrument and
acknowledged that he executed the same for the purposes therein
contained.
In witness whereof I hereunto set my hand.
ELYSE S. EGLESTON
Notary Public
My Commission Expires Aug. 31, 1997
e
r
NTIA REPORT 88-233
Video Program Distribution
and Cable Television:
Current Policy Issues
and Recommendations
ANITA WALLGREN
Project Manager
U.S. DEPARTMENT OF COMMERCE
C. William Verity, Secretary
Alfred C. Sikes, Assistant Secretary
for Communications and Information
JUNE 1988
109
importance of exclusivity for broadcasters/ and,
increasi gly, for cable networks and program distributors as
well. Problems arise when technologies -are -capable of
shifting programming from one geographic region to another,
from one time period to another, and from one media to
another. The holder of exclusive rights may find "its"
program being viewed on another outlet in the same market.
Usually, activities which violate contractual rights can and
are enforced through lawsuits.324/ In the case of satellite
and cable retransmission, or "secondary transmission" of
broadcast programming, however, certain provisions in the
copyright law I have precluded copyright owners and
licensees from usual enforcement powers, as described more
fully below.
Both buyer326/ and seller327/ can Denefit from the
322/ "WTNH-TV New Haven Socks Fox With Suit Over 'Mash'
Contract", Variety, Sept. 18, 1985, at 68.
Communications Daily., March 4, 1988, at 6-7 [PBS trying
to arrest "migration" of public TV shows to non -PTV
outlets.]
222/ Communications Daily., Oct. 9, 1986, at 10; "Pay Cable
Emphasizing Exclusivity in Schedules," Electronic Media,
Sept. 22, 1986, at N18; "USA Aims at Ratings Increase
with $30 million Program Buy," Cablevision, Aug. 4,
1986, at 16. Multichannel News, May 12, 1986, at 1;
Sept. 15, 1986, at 13.
324 Exclusive rights to syndicated TV programsdo not
violate antitrust laws: "Although restraint may be the
'essence' of every contract, under the rule of reason
standard only those agreements that unreasonably
restrain trade violate the Sherman Act." Ralph C. Wilson
Industries. Inc. v. Chronicle Broadcasting, 794 F.2d
1359, 1363 (9th Cir. 1986)(citation omitted).
•
325/ Under the Copyright Act of 1909, cable system
retransmission of broadcast signals was not held to be a
"performance." Fortnightly Corp. v. United Artists
Corp., 392 U.S. 390 (1968); Teleprompter Corp. v.
Columbia Broadcasting System. Inc., 415 U.S. 394
(1974). In 1976, the Congress imposed copyright
liability for cable retransmissions, 17 U.S.C. 5 111
(1982 and Supp. III 1985).
326/ e.g., broadcaster, cable networks, videocassette
distributor, etc.
110
availability and enforceability of exclusive rights. For the
buyer, exclusivity may differentiate the programming, making
it more marketable. For the seller, by using exclusivity as
a concept to divide the range of possible licensees into
different markets, the seller can arrange a sequence of
distribution that will maximize revenue from the licensing of
that product through several uses. In fully competitive
markets, these benefits should be passed on to consumers.
The exclusive rights concept is central to the copyright
scheme established in the Constitution. Article I, Sec. 8,
empowers the Congress "[t]o promote the progress of science
and useful arts, by securing for limited times to authors and
inventors the exclusive right to their respective writings
and discoveries." 28 The. copyright to any work is composed
of a bundle of exclusive rights defined by statute to include
the right to reproduce the work in copies or phonorecords, to
prepare derivatives, to distribute copies or phonorecords,
and to control the public display or public performance of
the work.329/ Most rights acquired in the video distribution
fields are performance rights.330/
The Communications Act also gave enforcement power to
broadcasters to control retransmissions of their signals.331/
In 1979, NTIA proposed the FCC extend this "retransmission
327/ e.g., motion picture studio, television syndicator,
sports league, etc.
328/ U.S. Const. art. I, 0 8.
329/ 17 U.S.C. 4 106 (1982).
330/ The Copyright Act of 1976, Pub. L. 94-553, 90 Stat. 2541
("the Act" or "the 1976 Act") made significant changes
in the definition of "public performance", eliminating
any reference to a "for profit" element. Prior to the
1976 Act, whether a use of the work was a public
performance sometimes turned on whether the use was "for
profit." Today performance rights must be "cleared" or
acquired for any public performance of a copyrighted
work (with some statutory exceptions.)
331/ ("[No] broadcasting station [shall] rebroadcast the
program or any part thereof of another broadcasting
station without the express authority of the originating
station.") See 47 U.S.C. S 325(a) (1982).
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8 3o E 'd/C66T 'or