**Before the**

**FEDERAL COMMUNICATIONS COMMISSION**

**Washington, D.C. 20554**

In the Matter of )

> )

Lockheed Martin Corporation, ) File No. SAT-T/C-20000323-00078

COMSAT Government Systems, LLC, )

And COMSAT Corporation ) File No. SAT-STA-20000323-00073

> )

Applications for Transfer of Control of )

COMSAT Corporation and Its Subsidiaries, )

Licensees of Various Satellite, Earth Station )

Private Land Mobile Radio and Experimental )

Licenses, and Holders of International Section )

214 Authorizations )

# ORDER AND AUTHORIZATION

Adopted: July 27, 2000 Released: July 31, 2000

By the Commission: Commissioner Furchtgott-Roth concurring and issuing a
statement

# INTRODUCTION

1.  In this Order, we grant Comsat Corp. (Comsat) authority to assign
    its space and earth stations licenses to Comsat Government Systems,
    LLC (CGS-LLC), a wholly owned subsidiary of Lockheed Martin
    Corporation. Granting these applications will permit completion of
    the planned merger of Lockheed Martin and Comsat. Lockheed Martin
    has a *de minimis* presence in the U.S. international communications
    market, while Comsat serves primarily the U.S. international
    communications market. The merger will permit the merged company to
    compete more effectively in the global satellite telecommunications
    market. The resulting competition will promote wider service
    offerings and lower prices for consumers in the United States and
    abroad.

# II. BACKGROUND

### A. The Parties

2.  Lockheed Martin is a diversified enterprise principally engaged in
    the research, design, development, manufacture and integration of
    advanced-technology systems, products and services. Lockheed Martin
    is incorporated in Maryland, with its principal executive office in
    Bethesda, Maryland.[^1] Lockheed Martin does not currently operate
    any commercial communications satellites. It is, however, a provider
    of *de minimis* international telecommunications services through
    CGS-LLC, which it acquired from Comsat in 1999 as a result of the
    first phase of this merger.[^2]

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3.  Lockheed Martin has a 31 percent interest in Astrolink International
    LLC (AIL). AIL holds an FCC license to launch and operate a
    geostationary satellite orbit (GSO) fixed satellite service (FSS)
    called Astrolink in the Ka frequency bands.[^3] Additionally,
    Lockheed Martin has three applications pending before the Commission
    for communications satellite systems that, if authorized, would be
    operational in several years.[^4]

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4.  Lockheed Martin is also a participant in three joint ventures for
    provision of telecommunications services overseas through satellites
    licensed by other countries. Lockheed Martin and the Intersputnik
    International Organization of Space Communities formed Lockheed
    Martin Intersputnik, Ltd. ("LMI"). This venture provides service via
    a single satellite, launched to 75° E.L. on September 27, 1999, in
    the C-band (and intends to operate in the Ku-band as well) to remote
    and underserved areas of Russia, Eastern Europe, Asia, and
    Africa.[^5] LMI does not provide coverage of the United States or
    service to or from the United States.[^6] Lockheed Martin and GE
    American Communications, Inc. formed a joint venture to provide
    satellite communications services to businesses and consumers in the
    Asia-Pacific region via a Ku-band satellite to be located at 108°
    E.L The venture expects to launch the satellite in the third quarter
    of 2000 and does not plan to provide any services to or from the
    United States.[^7] Lockheed Martin also holds a 32.55 percent equity
    interest in the Asian Cellular Satellite ("AceS") System.[^8] This
    regional system will provide mobile-satellite services ("MSS")
    primarily via L-band transponders. AceS has launched one satellite
    that will provide coverage to Southeast Asia and nearby Pacific
    Island points. A second satellite is planned to provide MSS to
    western Asia, the Middle East, Mediterranean Europe, the United
    Kingdom and northern Africa. Neither satellite is expected to
    provide any service to or from the United States.[^9]

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5.  Finally, Lockheed Martin holds a passive 13.5 percent fully diluted
    interest in Loral Space and Communications Ltd. ("Loral"). Loral is
    a satellite communications company operating in four distinct
    segments: fixed satellite services, broadband data services,
    satellite manufacturing & technology, and global mobile telephone
    services. Loral Global Alliance consists of Loral Skynet, Loral
    CyberStar, Inc., (formerly Orion Network Systems), a 49 percent
    owned affiliate SatMex, and a 47 percent owned affiliate
    Europe\*Star Limited. Loral Global Alliance offers fixed satellite
    services through ten high-powered geosynchronous
    satellites[^10][^11] A February 2000 agreement between Lockheed
    Martin and Loral would facilitate Lockheed Martin's ability to
    divest this interest. A shareholder's agreement between Lockheed
    Martin and Loral restricts Lockheed Martin's ability to exercise any
    influence or control over Loral.[^12]

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6.  CGS-LLC is a single member Delaware limited liability company
    wholly-owned by Lockheed Martin with executive offices in Bethesda.
    CGS-LLC was formed to effectuate the first phase of the proposed
    merger between Lockheed Martin and Comsat. At the time it was
    created, CGS-LLC was named Regulus, LLC ("Regulus\"). As a result of
    the Commission's approval of the first phase of the merger, CGS-LLC
    holds nearly 49 percent of Comsat's common stock. CGS-LLC provides
    international satellite resale services and related capabilities to
    U.S. government agencies.[^13] It holds an authorization to provide
    international common carrier services, including a Section 214
    authorization and two earth station licenses from the FCC.

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7.  Deneb Corporation is a Delaware corporation wholly-owned by Lockheed
    Martin and incorporated for the purpose of effecting the merger with
    Comsat. Deneb engages in no other business.[^14]

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8.  Comsat is incorporated under the laws of the District of Columbia,
    with headquarters in Bethesda, Maryland. Comsat's incorporation was
    authorized by the Communications Satellite Act of 1962 (Satellite
    Act), which called for the formation of a private, for-profit U.S.
    communications satellite corporation (Comsat) that would participate
    in the planning, construction, ownership, management and operation
    of a global commercial telecommunications system.[^15] The
    International Telecommunications Satellite Organization
    (\"INTELSAT\") was established on August 20, 1971.[^16] INTELSAT is
    now a 143-member intergovernmental cooperative that operates 17
    satellites providing telecommunications services to over 99 percent
    of the globe. Comsat serves as the U.S. Signatory to the INTELSAT
    with a total ownership of 20.4 percent as of March 1, 2000.[^17]
    Until September 1999, Comsat was the only company permitted to
    access INTELSAT satellites and distribute its services in the United
    States. In 1999, we permitted users and service providers in the
    United States to obtain access to INTELSAT space segment capacity
    via contracts for services directly with INTELSAT.[^18]

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9.  Comsat previously served as the U.S. Signatory to the International
    Mobile Satellite Organization ("Inmarsat"), INTELSAT's sister
    organization, prior to Inmarsat's privatization on April 15, 1999.
    Comsat now holds a 22.2 percent equity interest in the privatized
    company, a corporation incorporated and headquartered in the United
    Kingdom.[^19]

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10. In 1999, Comsat had total revenues of more than \$600 million and
    approximately 1,700 employees.[^20] Comsat has four business
    segments: COMSAT World Systems (CWS), COMSAT Mobile Communications
    (CMC), COMSAT International (CI), and COMSAT Laboratories (CL). CWS
    provides satellite capacity for voice, data, Internet, video and
    audio communications services between the United States and other
    countries using the global satellite networks operated by INTELSAT
    and New Skies Satellites, N.V. (New Skies), a privatized spin-off of
    INTELSAT. CI operates an integrated group of telecommunications
    companies providing individualized digital network solutions and
    value-added services to business clients and carriers in selected
    emerging markets. CMC provides voice, data, fax, telex and
    information services for maritime, aeronautical and land mobile
    applications, primarily through Inmarsat. CL provides technical
    consulting services and develops advanced communications
    technologies and products for satellite access and networking
    applications.[^21]

### B. The Proceeding

11. On October 16, 1998, Lockheed Martin, Regulus, and Comsat submitted
    applications for consent to transfer control of CGSI to Lockheed
    Martin and for consent to acquire Comsat stock as an \"authorized
    carrier\" under the Satellite Act.[^22] These requests were based on
    an agreement between Lockheed Martin and Comsat, concluded on
    September 18, 1998 (the \"Merger Agreement\").[^23] Under the
    Satellite Act, no common carrier could own more than 50 percent of
    Comsat's stock.[^24] Therefore the Merger Agreement detailed a
    two-step process for completing the merger. The October 1998
    requests represented the first phase of the proposed transaction. In
    that phase, Regulus sought to acquire CGSI, a subsidiary of Comsat,
    in order for Lockheed Martin to become a common carrier. As a common
    carrier, Regulus then sought authorization from the Commission under
    the Satellite Act to purchase up to 49 percent of Comsat\'s
    stock.[^25] On September 15, 1999, the Commission granted these
    requests.[^26]

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12. The Open-Market Reorganization for the Betterment of International
    Telecommunications Act (the ORBIT Act) was enacted on March
    17, 2000. The ORBIT Act eliminated the ownership restrictions in the
    Satellite Act that prevented Lockheed Martin from acquiring control
    of Comsat.[^27] Consequently, after passage of the ORBIT Act, the
    parties filed the present application.

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13. With this application, the parties seek authority to complete the
    second phase of the proposed merger by transferring control of the
    remaining 51 percent of Comsat stock to Lockheed Martin through the
    process set forth in the Merger Agreement.[^28] The completion of
    the merger will not affect the FCC licenses and authorizations held
    by Comsat subsidiaries as those licenses and authorizations will
    continue to be held by the same entities after the merger.[^29]
    These licenses and authorizations include satellite service
    authorizations, earth station facilities licenses, temporary
    authority to operate two space stations, 214 authorizations and
    certain Private Land Mobile Radio and Experimental
    authorizations.[^30]

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14. The applicants state that combination of the strengths and
    capabilities of their companies would create a satellite services
    company that could compete more effectively in the international
    telecommunications marketplace.[^31] They state that grant of their
    application will serve the public interest by enhancing competition
    in satellite services and advancing other important U.S. policy
    goals.[^32] The applicants also state that the merger poses no risk
    of harm to competition.[^33] The application was unopposed.

# III. DISCUSSION

### A. Legal Standard 

15. Under Section 310(d) of the Communications Act, we must find that
    the proposed assignment serves the public interest, convenience, and
    necessity before we can approve the assignment of authorizations or
    licenses.[^34] To make this finding, we must weigh any potential
    public interest harms against any potential public interest
    benefits, considering competitive effects and other public interest
    factors such as rapid delivery of service to the public.[^35] In
    conducting our analysis of potential public interest harms and
    public interest benefits, we first take note of the fact that no
    party has opposed this application. We then begin our analysis by
    identifying the relevant product markets that are affected by the
    proposed transaction and the competitive effects of the proposed
    transaction in these markets.

### B. Effects on Competition and Public Interest Benefits

16. In evaluating the competitive effects of the proposed transaction,
    the Commission considers both the relevant product and geographic
    markets. For telecommunications service providers, the Commission
    has determined that the relevant product markets can include both
    service to U.S. domestic telecommunications markets and service
    between the U.S. and international telecommunications markets.[^36]
    Comsat does not provide any domestic telecommunications services
    within the U.S.. Thus, Lockheed Martin's acquisition of Comsat would
    not increase concentration or market power in the provision of
    satellite services within the domestic U.S.

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17. A number of companies provide domestic U.S. satellite service,
    international satellite service to and from the U.S., or both. In
    addition to Comsat, we note that there are two other major U.S.
    satellite providers of domestic U.S. or international or both
    telecommunications services. In December 1999, PanAmSat reported
    that it was operating a global satellite network consisting of 20
    geostationary earth orbit communications satellites with global
    coverage, and that it expected to have 24 satellites by
    mid-2001.[^37] GE Americom currently operates 14 satellites
    providing primarily domestic U.S. services, has authority to launch
    and operate a Ka-band global satellite system and has applications
    pending for authority for a V-band global satellite system.[^38] In
    addition, for some services in some markets, satellite providers
    compete with terrestrial systems. As noted above, in 1999, we
    permitted users and service providers in the United States to obtain
    access to INTELSAT space segment capacity via contracts for services
    directly with INTELSAT.[^39] In 2000, the ORBIT Act specifically
    provided for direct access.[^40] The availability of direct access
    to the INTELSAT space segment may further limit Comsat's ability to
    exercise market power in thin route markets.[^41]

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18. For the international telecommunications markets, the Commission has
    evaluated the competitive effects on a country-by-country basis, for
    service between the U.S. and specific foreign countries, where
    service to each foreign country from the U.S. represents a separate
    geographic market.[^42] In those analyses, we considered whether the
    proposed transaction will lessen or enhance competition in the
    provision of communications services in, to or from the United
    States. We need not analyze the impact of the merger on competition
    in the provision of satellite services to foreign countries that
    does not involve service to or from the United States.

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19. After reviewing the Joint Application, we find that there does not
    appear to be any significant overlap in the provision of services in
    the same product and geographic markets in, to or from the United
    States by Lockheed Martin with Comsat. As noted above, Lockheed
    Martin acquired CGS-LLC from Comsat as part of the first phase of
    this merger. CGS-LLC provides U.S. international satellite resale
    services and related capabilities to U.S. government agencies. We
    find that this constitutes a *de minimis* presence in the U.S.
    international communications market and does not significantly
    increase the level of concentration in any relevant product or
    geographic market. Thus, we do not believe that the combination of
    Lockheed Martin and Comsat will increase significantly the level of
    concentration or decrease the level of competition in any relevant
    product or geographic market.[^43] In addition, we have determined
    that the Lockheed Martin joint ventures with Intersputnik
    International Organization of Space Communities ("LMI") and with GE
    American Communications do not provide or plan to provide services
    to or from the United States.[^44] In addition, the Lockheed Martin
    investment in Asian Cellular Satellite is not expected to involve
    service in the United States and Lockheed Martin's pending
    applications for satellite systems are not expected to become
    operational for several years.[^45] Since these Lockheed Martin
    investments do not involve services in, to or from the United
    States, we conclude that competition for services in, to or from the
    United States in relevant product or geographic markets would not be
    lessened by the combination of these Lockheed Martin interests with
    Comsat's business operations.

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20. Lockheed Martin also holds a passive interest representing
    approximately a 13.5 percent fully diluted interest in Loral Space
    and Communications Ltd., subject to a shareholders' agreement which
    restricts Lockheed Martin's ability to exercise any influence or
    control over Loral. Given the small share size of this investment,
    Lockheed Martin would not have an incentive to alter Comsat's
    business operations in an anticompetitive manner in order to provide
    Loral with the ability to increase profitably its prices in any
    market in which they might compete. In addition, given the
    restrictions in the shareholders' agreement on Lockheed Martin's
    ability to influence Loral operations, Lockheed Martin would not
    have the ability to alter Loral's business operation to provide
    Comsat with the ability to increase profitably its prices. We have
    also noted the existence of the agreement to facilitate the
    divestiture of Lockheed Martin's interest in Loral. Therefore, we
    find that the combination of Lockheed Martin's limited interest in
    Loral with Comsat's business operations would not adversely affect
    competition.

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21. In evaluating the public interest benefits, we reviewed the
    Applicants' claims of public interest benefits based on a
    combination of complementary strengths and capabilities. We note the
    applicants' uncontested assertion that the combination of Lockheed
    Martin's technological skills and resources with Comsat's
    long-standing expertise in providing international satellite
    services will increase operational efficiencies necessary to compete
    in the international telecommunications marketplace. In addition,
    the applicants assert that combining the capabilities of Lockheed
    Martin's research operations with Comsat Labs will facilitate the
    development of advanced communications technologies.[^46] Given that
    we have found no evidence of potential harm to competition resulting
    from the proposed transaction, and in view of these stated benefits,
    we find that based on the claimed benefits, the proposed transaction
    would be in the public interest.

# IV. OTHER MATTERS

22. The only comment filed in response to the application is styled as a
    "Petition for Protective Orders" filed by Litigation Recovery Trust
    (LRT). LRT represents certain individuals and entities that have
    been pursuing claims against Comsat over several years in various
    fora, including the Commission.[^47] LRT alleges in its petition
    that Comsat has committed various violations of the Satellite Act
    and requests, as a condition to granting the application before us,
    imposition of a number of protective orders. According to LRT, the
    protective orders are designed to require Comsat to operate under
    specific procedures and restrictions that purportedly would prevent
    the behavior alleged by LRT to be illegal. CGS-LLC and Comsat
    opposed LRT's petition.[^48]

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23. We deny LRT's petition. We find LRT's petition procedurally
    defective. The pleading schedule established in the Public Notice
    required comments or petitions to deny to be filed on May 4, 2000,
    reply comments or opposition to petitions to deny to be filed on May
    19, 2000 and responses on May 26.[^49] LRT\'s petition was not
    received by the Commission until May 30, 2000, well after the
    deadline for filing comments. Further, the petition can not be
    considered a reply or response rather than initial comments. Since
    there are no previously filed pleadings to which LRT petition
    responds, we characterize the petition as late-filed comments. Even
    if LRT's petition could be considered a response comment, LRT failed
    to file it on a timely basis. The petition was not received by the
    Commission on May 26 when responses were due. Rather, it was mailed
    on that date, and not received by the Commission until May 30. Nor
    did LRT ever file a motion for acceptance of late-filed pleading or
    motion for extension of time to file.[^50] LRT's petition,
    therefore, is procedurally defective.

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24. We address LRT's petition nevertheless and deny it. Many of the
    allegations raised by LRT either have previously been addressed and
    rejected by this Commission or are unsubstantiated. In 1998, we
    denied, in a *Consolidated Order*, a variety of petitions and
    complaints filed against Comsat by LRT or the individuals or LRT
    entities that comprise LRT.[^51] LRT repeats several allegations in
    this proceeding that were previously disposed of in our
    *Consolidated Order*.[^52] LRT also makes new allegations in its
    petition that it fails to substantiate.[^53] In either case, because
    we find that the issues raised are not appropriately within the
    scope of this transfer of control application, we will not address
    them here.

# V. CONCLUSION

25. In view of the forgoing, we find that granting the applications will
    serve the public interest, convenience, and necessity by increasing
    competition in the satellite services market to the benefit of U.S.
    consumers. For this reason and the reasons described in the Order
    and Authorization, we grant the application of Lockheed Martin,
    CGS-LLC, and Comsat for consent to transfer control of Comsat to
    Lockheed Martin.

# VI. ORDERING CLAUSES 

26. Accordingly, IT IS ORDERED that File No. SAT-ISP-19981016-00072,
    Application Transfer of Control of Comsat Corporation and Its
    Subsidiaries, Licensees of Various Satellite, Earth Station, Private
    Land Mobile Radio and Experimental Licenses, and Holders of
    International Section 214 Authorizations IS GRANTED.

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27. IT IS FURTHER ORDERED that the Petition for Protective Orders filed
    by Litigation Trust Recovery is DENIED.

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28. This Order is effective upon release.

> FEDERAL COMMUNICATIONS COMMISSION
>
> Magalie Roman Salas

Secretary

# SEPARATE STATEMENT OF 

# COMMISSIONER HAROLD FURCHTGOTT-ROTH

#  

*Re: Lockheed Martin Corporation, COMSAT Government Systems, LLC, and
COMSAT Corporation, Applications for Transfer of Control of COMSAT
Corporation and Its Subsidiaries, Licensees of Various Satellite, Earth
Station Private Land Mobile Radio and Experimental Licenses, and Holders
of International Section 214 Authorizations.*

I fully support today's decision to grant transfer of these licenses,
and concur with the final judgement. Nonetheless, I cannot endorse the
majority's decision to subject these applications to a "market analysis"
presumably designed to assess the impact of these transfers on the
satellite services market. As I have stressed elsewhere, I believe such
concerns are outside the scope of our public interest review and
duplicative of the work of other agencies.[^54] So long as license
transfers comport with our rules, I believe our approval should be swift
and sure. Culling out certain transactions for special treatment
undermines predictability, diminishes transparency, delays resolution,
and ultimately harms the public interest. I once again urge my
colleagues to support my efforts to curb these unnecessary intrusions
into market analyses.

[^1]: *Applications of Lockheed Martin Corporation, Comsat Government
    Systems, LLC and Comsat Corporation for Transfer of Control of
    Comsat Corporation and Its Subsidiaries, Licensees of Various
    Satellite, Earth Station, Private Land Mobile Radio and Experimental
    Licenses, and Holders of Section 214 Authorizations*, March 23, 2000
    at 5 ("Joint Application").

[^2]: In the Matter of *Lockheed Martin Corporation, Regulus LLC, and
    Comsat Corporation Application for Transfer of Control of Comsat
    Government Systems, Inc., Holder of an International Section 214
    Authorization and Earth Station Licenses E960186 and E960186;* In
    the Matter of *Lockheed Martin Corporation/Regulus LLC Application
    for Authority to Purchase and Hold Shares of Stock in Comsat
    Corporation*, File No. SAT-ISP-19981016-00072, Memorandum, Order and
    Authorization (Rel. Sept. 15, 1999), sub nom. PanAmSat Corporation
    v. FCC, et al. Nos. 99-1384 and 99-1385, 2000 WL 621421 appeal
    dismissed with partial vacatur (D.C. Cir. April 20, 2000) (grant by
    court of joint request for dismissal on the basis that the ORBIT Act
    mooted underlying complaints) ("Phase 1 Order").

[^3]: Joint Application at 5-6. AIL is licensed to operate in the
    following frequency ranges: 19.7-20.2 GHz
    (space-to-earth)/28.35-28.6 GHz and 29.25-29.5 GHz (earth-to-space).

[^4]: Joint Application at 6.

[^5]: Joint Application at 6. LMI's filing with the ITU was filed by
    Belarus on behalf of Intersputnik for the following frequency
    ranges: C-band at 3400-4200 MHz (space-to-earth)/5725-7075 MHz
    (earth-to-space), and Ku-band at 13.75-14 GHz/ 12.5-12.75 GHz.

[^6]: Joint Application at 6.

[^7]: Joint Application at 7. The joint venture filed under the name
    Americom Asia Pacific LLC and was licensed by Gibraltar and filed
    with the ITU in the following frequency ranges: 10.7-12.75 GHz,
    13.75-14.75 GHz, 17.3-18.1 GHz.

[^8]: Joint Application at 7.

[^9]: Joint Application at 7.

[^10]: ^.^

[^11]: Loral Space & Communications, Ltd., Annual Report for the Fiscal
    Year ended December 31, 1999, Form 10-K.
    http://www.sec.gov/Archives/edgar/data/1006269/0000950123-00-003001-index.html

[^12]: Joint Application at 8.

[^13]: Joint Application at 8.

[^14]: Joint Application at 8.

[^15]: *See* 47 U.S.C. §§ 731 and 701.

[^16]: In 1964, the U.S. and other nations formed the organization that
    became INTELSAT. *See* Agreement Establishing Interim Arrangements
    for a Global Commercial Communications Satellite System, dated Aug.
    20, 1964. 15 U.S.T. 1705. In 1971, the Agreement Relating to the
    International Telecommunications Satellite Organization
    \"INTELSAT,\" dated Aug. 20, 1971, was concluded forming the
    INTELSAT organization. 23 U.S.T. 3813 (the \"INTELSAT Agreement\").
    The INTELSAT Agreement entered into force on February 12, 1973.

[^17]: Each Signatory contributes capital to INTELSAT and receives
    capital repayments and compensation for the use of capital in
    proportion to its investment share. The investment share of a
    Signatory is approximately equal to its usage of capacity on the
    system. Signatories also have certain opportunities to invest beyond
    their percentage of their usage of INTELSAT system capacity.

[^18]: *Direct Access to the INTELSAT System*, Report and Order, 14 FCC
    Rcd 15703 (1999).

[^19]: Joint Application at 9-10.

[^20]: http://www.sec.gov/Archives/edgar/data/22698/0000928385-00-001038.txt.

[^21]: Id. pp. 35-38.

[^22]: *Applications of Lockheed Martin Corporation, Regulus, LLC and
    Comsat Corporation for Consent to Transfer of Control of Comsat
    Government Systems, Inc. and of Regulus, LLC for Consent to Acquire
    Comsat Corporation Stock as an Authorized Carrier* (Oct. 16,
    1998)("Phase 1 Application").

[^23]: Http://www.sec.gov/Archives/edgar/data/[22698/0000950109-98-004611.txt]{.underline}
    Exhibit 2: Agreement and Plan of Merger , dated as of September 18,
    1998, Among Comsat Corporation, Lockheed Martin Corporation and
    Deneb Corporation)(\"Merger Agreement\").

[^24]: 47 U.S.C. § 734.

[^25]: Phase 1 Application.

[^26]: Phase 1 Order.

[^27]: Pub. L. No. 106-180, 114 Stat. 48, §645 (2000).

[^28]: The Merger Agreement specifies two potential paths to effectuate
    the merger. The decision as to which path to pursue is to be made
    just prior to the closing of the merger. One path, a "reverse"
    merger, would merge a Lockheed Martin subsidiary with and into
    Comsat, with Comsat remaining as the surviving corporation. The
    other path, a "forward" merger, would merge Comsat with and into the
    Lockheed Martin subsidiary, with the subsidiary, then renamed Comsat
    Corporation, remaining as the surviving corporation. In either case,
    Lockheed Martin will be the ultimate owner of Comsat as it exists
    today, including all of its subsidiaries. Consequently, the ultimate
    choice of path does not affect the decisions made in this Order and
    Authorization. Letter from Raymond G. Bender, Jr., Counsel for
    Lockheed Martin Corporation and COMSAT Government Systems, LLC, to
    Magalie Roman Salas, Esq., Secretary, Federal Communications
    Commission (July 26, 2000).

[^29]: Joint Application at 10.

[^30]: Joint Application at 11.

[^31]: Joint Application at 12-13.

[^32]: Joint Application at 12-16.

[^33]: Joint Application at 16-34.

[^34]: 47 U.S.C. § 310(d).

[^35]: ^?^ *GE American Communications, Inc., CCC Merger Sub, Inc., and
    Columbia Communications Corp. Application for Consent to Transfer of
    Space Stations Licenses of Columbia Communications; Application for
    Consent to Transfer of Earth Station License of Columbia
    Communications Corporation*, Order and Authorization, DA-00-1332
    (Intl. Bur. rel. June 27, 2000). The Commission evaluates whether an
    applicant has met its burden of proof that the transfer will advance
    the public interest by considering four factors: 1) whether the
    transaction would result in a violation of the Communications Act or
    any other applicable statutory provision; 2) whether the transaction
    would result in a violation of Commission rules; 3) whether the
    transaction would substantially frustrate or impair the
    Commission\'s implementation or enforcement of the Communications
    Act, or would interfere with the objectives of the Communications
    Act or other statutes; and 4) whether the merger promises to yield
    affirmative public interest benefits. *Applications for Consent to
    the Transfer of Control of Licenses and Section 214 Authorizations
    from MediaOne Group, Inc., Transferor, to AT&T Corp., Transferee*,
    Memorandum Opinion and Order, CC Docket No. 99-251 (paras. 8-9)
    (rel. June 6, 2000).

[^36]: *Application of WorldCom, Inc., and MCI Communications
    Corporation for Transfer of Control of MCI to WorldCom*, 13 FCC Rcd
    18025, 18039, 18070 (1998).

[^37]: PanAmSat Corporation, Annual Report for the Fiscal Year ended
    December 31, 1999,
    http://www.sec.gov/Archives/edgar/data/1037388/0000950130-00-001701.txt

[^38]: *GE American Communications, Inc., CCC Merger Sub, Inc., and
    Columbia Communications Corp. Application for Consent to Transfer of
    Space Stations Licenses of Columbia Communications; Application for
    Consent to Transfer of Earth Station License of Columbia
    Communications Corporation*, Order and Authorization, DA-00-1332
    (Intl. Bur. rel. June 27, 2000).

[^39]: *Direct Access to the INTELSAT System***,** Report and Order, 14
    FCC Rcd 15703 (1999).

[^40]: Pub. L. No. 106-180, 114 Stat. 48, §641 (2000).

[^41]: *See Policy and Rules for the Alternative Incentive-Based
    Regulation of Comsat,* 14 FCC Rcd 3065 (1999). As required by
    section 641(b) of the ORBIT Act, the Commission initiated a
    rulemaking proceeding to determine if users or providers of
    telecommunications services have sufficient opportunity to access
    INTELSAT space segment capacity directly to meet their service or
    capacity requirements. *Availability of INTELSAT Space Segment
    Capacity to Users and Service Providers Seeking to Access INTELSAT
    Directly*, Notice of Proposed Rulemaking, IB 0091, FCC 00-186 (rel.
    May 24, 2000).

[^42]: *Comsat Corporation Petition Pursuant to Section 10(c) of the
    Communications Act of 1934, as amended, for Forbearance from
    Dominant Carrier Regulation and for Reclassification as a
    Non-Dominant Carrier*, Order and Notice of Proposed Rulemaking, 13
    FCC Rcd 14083, 14099 (para. 27) (1998).

[^43]: Since we find no significant overlap in the provision of services
    in, to or from the United States that would result from this
    proposed merger, we have determined that it is unnecessary to
    further describe a specific set of product and geographic markets
    that would be relevant to the analysis of competition today.

[^44]: Joint Application at 6-7.

[^45]: Joint Application at 5-7.

[^46]: Joint Application at 12-16.

[^47]: According to the petition, LRT represents claims by William L.
    Whitley, Scott Robb, John T. Whitely and William H. Hallenbeck, and
    includes the Committee to Restructure the International Satellite
    Organizations (CRISCO) and Belcom Minority Shareholders and
    Claimants Committee (Belcom Committee). The core of petitioners'
    dispute with Comsat is over its operation of Belcom Inc. in which
    petitioners are former shareholders. Comsat had successfully brought
    legal action against one of the shareholders in Delaware Chancery
    Court for breach of his fiduciary duty to Belcom. Belcom, Inc. v.
    Scott Robb, Del. Civil. Action. No. 14663 (April 28, 1998). The
    Petitioners state that they are appealing that decision.

[^48]: Letter from Raymond G. Bender, Counsel for Comsat and Lockheed
    Martin, to Magalie Roman Salas, Secretary, FCC (June 27, 2000);
    Letter from Keith H. Fagan, Attorney for Comsat, to Magalie Roman
    Salas, Secretary, FCC (June 26, 2000).

[^49]: FCC Public Notice Request No. SAT-00040, April 4, 2000.

[^50]: *See* 47 CFR 1.46.

[^51]: *In re Comsat Corporation,* 13 FCC Rcd 2714 (1998)*(Consolidated
    Order).*

[^52]: Specifically, LRT repeats allegations that Comsat (1) violated
    Commission's structure policy (1-SAT-ISP-96); failed to obtain
    Commission approval under Section 201(c) of the Satellite Act of its
    acquisition of Belcom stock and other subsidiaries (117 SAT DR-96
    and 118-SAT-DR-96); (2) should be enjoined from payment of dividends
    on retained earnings (64-SAT-DR-97 and 65-SAT-DR-97); and (3) should
    be subject to an alternative dispute resolution process with small
    businesses (73-SAT-DR-99). Our 1998 *Consolidated Order* disposed of
    all of these issues. Petitioners also reference the 1995 petition
    that asks us to initiate a rulemaking proceeding to adopt rules
    concerning cable systems serving hotels and other public venues with
    adult programming. We have not initiated such a proceeding.

[^53]: ^?^ LRT alleges without substantiation or any specificity that
    Comsat has engaged in improper *ex parte* contacts in unidentified
    proceedings.

[^54]: *See* Separate Statement of Commissioner Harold Furchtgott-Roth
    in *Re: Voicestream Wireless Corporation or Omnipoint Corporation,
    and Voicestream Wireless Holding Company, Cook Inlet/VS GSM II PCS,
    LLC or Cook Inlet/VS GSM II PCS, LLC, and various subsidiaries and
    affiliates of Omnipoint Corporation, and Cook Inlet/VS GSM II PCS,
    LLC or Cook Inlet/VS GSM III PCS, LLC Application for Consent to
    Transfer of Control and Assignment of Licenses and Authorizations*
    15 FCC Rcd. 334. *See also,* Statement of Commissioner Harold
    Furcthgott-Roth in *Re: GTE Corporation and Bell Atlantic
    Corporation, Applications for Transfer of Control of Domestic and
    International Section 214 and 310 Authorizations and Application to
    Transfer Control of a Submarine Cable Landing License, Memorandum
    Opinion and Order* (rel. June 16, 2000).