**Before the**

**Federal Communications Commission**

Washington, D.C.

In re Application of )

)

GENERAL ELECTRIC CAPITAL )

CORPORATION, ) File Nos. SAT-T/C-20010402-00030,

Transferors, ) SAT-T/C-20010402-00031,

) SES-T/C-20010402-00736,

and ) SES-T/C-20010402-00740,

) SES-T/C-20010402-00741,

SES GLOBAL, S.A. ) SES-T/C-20010402-00742,

Transferees, ) SES-T/C-20010402-00743,

) SES-T/C-20010402-00744,

for Consent to Transfer Control of ) ITC-T/C-20010402-00178,

Licenses and Authorizations Pursuant ) 0000413466, and

to Sections 214(a) and 310(d) of the ) ISP-PDR-20010402-00017

Communications Act )

and )

Petition for Declaratory Ruling )

Pursuant to Section 310(b)(4) )

of the Communications Act )

#  {#section .unnumbered}

#  {#section-1 .unnumbered}

# ORDER AND AUTHORIZATION {#order-and-authorization .unnumbered}

**Adopted:** October 1, 2001 **Released:** October 2, 2001

By the Chief, International Bureau and the Chief, Wireless
Telecommunications Bureau:

I.  **[INTRODUCTION]{.smallcaps}**

```{=html}
<!-- -->
```
1.  In this Order, we grant the applications of General Electric Capital
    Corporation (GE Capital) and SES Global S.A. (SES Global)
    (collectively Applicants) for consent to transfer control of GE
    American Communications, Inc. (GE Americom) and Columbia
    Communications Corporation (Columbia) (collectively Americom
    Licensees) to SES Global.[^1] In accordance with the terms of the
    proposed transaction, and with our Order authorizing the
    transaction, the Americom Licensees, which currently operate as
    indirect, wholly owned subsidiaries of GE Capital, will become
    indirect, wholly owned subsidiaries of SES Global.

2.  As discussed below, we find that the proposed transfer is in the
    public interest, pursuant to our review under Sections 214(a) and
    310(d) of the Communications Act of 1934, as amended,
    (Communications Act or Act).[^2] Our approval will allow SES Global
    to combine the operations of the Americom Licensees, which are
    well-established providers of fixed satellite services in North
    America and the Caribbean and providers of transoceanic services
    between the United States and Asia and Europe, with other satellite
    operations that provide primarily direct-to-home satellite services
    in Europe, Asia, and Latin America. We find that the combination of
    these satellite operations and networks has the potential to create
    economies of scale and scope that will enhance competition in both
    the U.S. domestic and international communications services markets
    and thereby encourage lower prices and expanded service offerings.
    These services include the deployment of interactive, broadband
    multimedia services, and high speed Internet access to the
    residential and business markets in the United States. In addition,
    pursuant to our review under Section 310(b)(4) of the Act, we find
    that it will not serve the public interest to prohibit the proposed
    indirect foreign ownership of GE Americom by SES Global in excess of
    the statutory 25 percent benchmark.[^3] Finally, we grant the
    Applicants' request for an exemption from Section 25.116(c) of the
    Commission's rules in order to preserve the filing status of its
    pending satellite applications.[^4]

```{=html}
<!-- -->
```
II. **[BACKGROUND]{.smallcaps}**

## The Applicants

1\. GE Capital and the Americom Licensees

3.  GE Capital, based in Stamford, Connecticut, is a wholly owned
    subsidiary of GE Capital Services, Inc., a wholly owned subsidiary
    of General Electric Company.[^5] GE Capital provides a broad range
    of global financing services, and, through a number of intermediate
    subsidiaries, owns the Americom Licensees.[^6] Specifically, GE
    Subsidiary 22, Inc. (GE Sub-22), a GE Capital company, indirectly
    holds 100 percent of the issued and outstanding stock of the
    Americom Licensees.[^7] The common stock of GE Sub-22, in turn, is
    directly owned by two holding companies -- CFE, Inc., a Delaware
    corporation, wholly owned by GE Capital, and a wholly owned
    subsidiary of CFE, Inc., GE Capital Luxembourg Holdings Limited,
    incorporated under the laws of Gibraltar.[^8]

4.  As described below, the Americom Licensees -- GE Americom and
    Columbia -- hold numerous Commission licenses and authorizations
    that permit the operation of communications satellites and other
    supporting network facilities.[^9] Through these holdings, and those
    in which the Americom Licensees have partnership or investment
    interests, the Americom Licensees provide satellite capacity and
    transmission service, including supporting network facilities and
    services, to broadcast and cable television programmers, broadcast
    radio programmers, government and commercial customers, and private
    enterprises[^10] primarily in North America and the Caribbean.[^11]
    Their service offerings include cable programming access, broadcast
    television, and radio program distribution, high-speed Internet
    access, video teleconferencing, private business data networks, and
    spacecraft management services such as telemetry, tracking, and
    control for domestic and international satellites.[^12] The Americom
    Licensees do not provide Direct-to-Home satellite services, Direct
    Broadcast Satellite Service, or Digital Audio Radio Services.[^13]

5.  GE Americom, a Delaware corporation with headquarters in Princeton,
    New Jersey, holds Commission licenses to operate fourteen
    communications satellites on a non-common carrier basis using
    frequencies in the C- and Ku-bands to provide U.S. domestic and
    international satellite services.[^14] GE Americom also holds common
    carrier and non-common carrier licenses for various earth stations
    and Very Small Aperture Terminal (VSAT) networks,[^15] licenses for
    microwave facilities used to transport traffic to and from GE
    Americom earth stations,[^16] and Section 214 authorizations for
    telecommunication services.[^17] In addition, GE Americom has
    Commission authority to launch and operate a Ka-band global
    satellite system[^18] and has submitted an application to the
    Commission for authority to launch and operate a global satellite
    system to operate in the V-band.[^19]

6.  GE Americom also holds ownership interests in satellite operations
    outside the United States. An affiliate of GE Americom holds a 28.75
    percent ownership interest in Nahuelsat S.A., an Argentinean
    corporation that operates the Nahuelsat-1 Ku-band satellite located
    at 71.8° W.L., which provides service in Latin America.[^20] Through
    a joint venture with Lockheed Martin Global Telecommunications, GE
    Americom owns and operates the GE-1A satellite at 108º E.L., which
    provides service to Asia.[^21] An affiliate of GE Americom co-owns
    satellite transponders with Nordic Satellite AB (NSAB) on the
    Ku-band Sirius 2 satellite located at 5° E.L., which provides
    service to Europe.[^22] In addition, a subsidiary of GE Americom
    holds an 18.4 percent interest in Gilat Satellite Networks, Inc., an
    Israeli corporation that develops products and offers services using
    VSAT satellite network technology.[^23]

7.  Columbia, a wholly owned subsidiary of GE Americom, is a Delaware
    corporation with headquarters in Bethesda, Maryland.[^24] Columbia
    holds Commission licenses to operate six communications satellites
    on a non-common carrier basis and provides video, voice, and data
    communications through its operations in the Atlantic Ocean Region
    (AOR) and the Pacific Ocean Region (POR). In the AOR, Columbia holds
    Commission licenses to provide service over the Columbia 515
    satellite located at 37.7° W.L.,[^25] and is authorized to lease
    capacity from the National Aeronautics and Space Administration's
    (NASA's) Tracking and Data Relay Satellite (TDRS) System using the
    TDRS-6 satellite located at 47° W.L.[^26] In addition, Columbia
    holds authorizations to launch and operate a C-band and extended
    C-band satellite at 47° W.L. in the AOR and a hybrid C/Ku-band
    satellite (including frequencies in the extended C-band and extended
    Ku-band) at 172° E.L. in the POR.[^27] Also, in the POR, Columbia is
    authorized to provide service over NASA's TDRS-5 satellite located
    at 174.3° W.L. and holds authority to launch and operate a
    replacement satellite for the TRDS-5.[^28]

2\. SES Global

8.  SES Global is a newly formed Luxembourg company with its principal
    office in Betzdorf, Luxembourg. According to the Applicants, SES
    Global was created to acquire and indirectly hold 100 percent of the
    shares of the Americom Licensees.[^29] In addition to its
    acquisition of the Americom Licensees, SES Global will acquire and
    directly hold a minimum of 80 percent of the shares of Société
    Européenne des Satellites S.A. (SES).[^30]

9.  SES, created in 1985, is a Luxembourg company with its principal
    offices in Betzdorf, Luxembourg. Its principal business is the
    provision of satellite communication services. SES operates the
    ASTRA fleet of satellites providing transponder capacity and
    associated communications services through which television and
    radio broadcasters, and multimedia service providers, make available
    free and subscription programming, Internet services, mulitmedia
    services, and other telecommunications services to consumers in
    Europe.[^31] The ASTRA system is a direct-to-home satellite system
    consisting of 11 active geostationary satellites. Of the 11
    geostationary satellites, six Ku-band satellites and one Ku/Ka-band
    hybrid satellite are co-located at 19.2º E.L., and four Ku-band
    satellites are co-located at 28.2º E.L. Three additional ASTRA
    satellites, two Ku-band satellites and one Ku/Ka-band hybrid
    satellite, are under construction and due to be deployed before
    mid-2002.[^32]

10. SES also holds ownership interests in satellite companies based in
    Europe, Asia, and Latin America. SES owns 50 percent of NSAB, a
    Scandinavian provider of transponder capacity and associated
    services for television and radio broadcasting, data transmission,
    Internet, and multimedia services.[^33] SES also holds 34.13 percent
    of Asia Satellite Telecommunications Holdings Limited (AsiaSat)
    which operates three geostationary satellites providing transmission
    capacity for broadcast and telecommunication services throughout
    Asia.[^34] SES also owns a 19.99 percent interest in Star One, S.A.,
    a satellite company owned primarily by Empresa Brasileira de
    Telecomuncaçoes S.A. (Embratel).[^35] Star One operates five
    satellites that primarily provide transmission capacity for
    telecommunications and audio-visual services in Latin America.[^36]

11. SES wholly owns SES Multimedia, the entity that operates the
    ASTRA-NET platform. The ASTRA-NET platform enables service and
    content providers to transmit data directly, via satellite, to
    high-end servers and personal computer customers served by the ASTRA
    satellite system in Europe.[^37] SES is also planning to deploy the
    ASTRA Broadband Interactive System, a direct satellite return
    channel system designed to serve the market for two-way asymmetric,
    high-speed broadband collection and delivery of multimedia
    services.[^38]

## The Proposed Transaction

12. On March 27, 2001, SES Global, SES, GE Sub-22, and CFE, Inc. entered
    into a Business Combination Agreement and other related agreements
    concerning, among other things, the transfer of control of the
    Americom Licensees to SES Global.[^39] These agreements provide for
    SES Global, a new Luxembourg entity created to facilitate the
    proposed transaction, to acquire 100 percent of GE Sub-22, which
    indirectly wholly owns the Americom Licensees.[^40] In turn, GE
    Capital, which indirectly wholly owns GE Sub-22, will receive an
    aggregate of \$5 billion in consideration -- approximately \$2.7
    billion in cash and \$2.3 billion in SES Global stock.[^41] The
    Americom Licensees will remain wholly owned subsidiaries of GE
    Sub-22, and thus, following the acquisition of GE Sub-22 by SES
    Global, will operate as indirect, wholly owned subsidiaries of SES
    Global.[^42] Parallel to its acquisition of the Americom Licensees,
    SES Global will acquire SES, including SES Astra, SES Multimedia,
    and all other ownership interests and holdings of SES.[^43]

13. Upon consummation of the proposed transaction, it is anticipated
    that non-U.S. holdings will constitute a large percent of the equity
    and voting interests in SES Global.[^44] As discussed in detail
    below, these non-U.S. interests include: the State of Luxembourg and
    two Luxembourg government-owned financial institutions \-- the
    Banque et Caisse D'Epargne de L'Etat (BCEE) and Société Nationale de
    Crédit et d'Investisement (SNCI) \-- which combined will hold an
    equity interest of 16.67 percent and a voting interest of 33.33
    percent in SES Global;[^45] Deutsche Telekom, A.G. (Deutsche
    Telekom), a corporation organized under the laws of Germany, which
    will hold an equity interest of 12.6 percent and a voting interest
    of 10.1 percent in SES Global;[^46] and other non-U.S. entities and
    individuals.[^47] The only significant U.S. holding will be GE
    Capital, which will hold an equity interest of 25.1 percent and a
    voting interest of 20.1 percent in SES Global.[^48] The proposed
    transaction contemplates that while all the SES Global shares will
    have one vote, Class A and C shares will be entitled to a greater
    economic return than Class B shares.[^49]

14. The Board of Directors of SES Global is expected to consist of 21
    Directors, of whom 11 will be elected by Class A shareholders, seven
    by Class B shareholders, and three by Class C shareholders. The
    Board of Directors will establish a "Bureau" of the Board, which
    will prepare resolutions to be submitted for approval by the Board
    of Directors. The Bureau is to consist of seven members, including
    the Chairman of the Board, three representatives of Class A
    shareholders, two representatives of Class B shareholders, and one
    representative of Class C shareholders.[^50]

15. The Applicants state that the proposed acquisition of the Americom
    Licensees by SES Global will enhance the ability of the Americom
    Licensees and SES to compete effectively in the U.S. domestic and
    international communications services markets by creating integrated
    satellite networks with worldwide coverage.[^51] According to the
    Applicants, the combined operations of the Americom Licensees and
    SES will permit economies of scale and scope in areas such as
    satellite control operations, procurement, and research and
    development, and will provide SES Global with the ability to better
    offer "one-stop shopping" for satellite services in direct
    competition with existing global satellite companies, thus
    encouraging expanded service offerings and lower prices.[^52]
    Moreover, the Applicants state that SES Global will bring SES's
    customer-driven priority residential and business broadband services
    to the U.S. markets, thereby helping to achieve the Commission's
    goal of deploying interactive, broadband multimedia services and
    high speed Internet access to under-served communities in the United
    States.[^53] The Applicants assert that, because the operations of
    the Americom Licensees and SES do not overlap at all in the United
    States, and do not overlap in any material way elsewhere, the
    proposed transaction will not decrease competition in any relevant
    market.[^54] Thus, the Applicants contend that the proposed
    transaction will serve the public interest, convenience, and
    necessity and request that we approve the transfer of control of the
    Americom Licensees to SES Global.

```{=html}
<!-- -->
```
III. **PUBLIC INTEREST ANALYSIS**

     **A. Framework For Analysis**

```{=html}
<!-- -->
```
16. In considering the proposed transfer of control, the Commission must
    determine, pursuant to Section 214(a) and Section 310(d) of the Act,
    whether the proposed transfer will serve the public interest.[^55]
    In addition, because of the foreign ownership interests presented in
    this case, we must also determine whether SES Global's ownership of
    the Americom Licensees is permissible under the foreign ownership
    requirements of Section 310.[^56]

17. The legal standards that govern our public interest analysis for
    transfers of licenses and authorizations under Sections 214(a) and
    310(d) require that we weigh the potential public interest harms
    against the potential public interest benefits to ensure that, on
    balance, the proposed transaction will serve the public interest,
    convenience, and necessity.[^57] Our analysis considers the likely
    competitive effects of the proposed transfer and whether such
    transfer raises significant anti-competitive issues.[^58] In
    addition, we consider the efficiencies and other public interest
    benefits that are likely to result from the proposed transfer.[^59]
    Further, we consider whether the transaction raises issues of
    national security, law enforcement, foreign policy and trade policy,
    including such concerns that may be raised by the Executive
    Branch.[^60]

    **B. Qualifications of the Applicants**

18. As a threshold matter, we must determine whether the Applicants meet
    the requisite qualifications to hold and transfer licenses under
    Section 310(d) of the Act and our rules. In general, when evaluating
    transfers of control under Section 310(d), we do not re-evaluate the
    qualifications of the transferor (GE Capital).[^61] The exception to
    this rule occurs where issues related to basic qualifications have
    been designated for hearing by the Commission or have been
    sufficiently raised in petitions to warrant the designation of a
    hearing.[^62] This is not the case here and no issues have been
    raised that would require us to re-evaluate the basic qualifications
    of GE Capital.

19. As to the qualifications of the transferee (SES Global), Section
    310(d) requires that the Commission consider the qualifications of
    the proposed transferee as if the transferee were applying for the
    license directly under Section 308 of the Act.[^63] We note that no
    party has challenged the basic qualifications of SES Global and our
    independent review finds no evidence to suggest that SES Global
    lacks financial, technical, legal or other basic qualifications
    necessary to qualify as the transferee in this case.[^64] Thus, we
    find SES Global possesses the requisite basic qualifications as the
    transferee. As discussed below, however, because of the foreign
    ownership interests in SES Global, we further examine whether the
    proposed transfer of control to SES Global is permissible under the
    foreign ownership provisions of Section 310 of the Act.

    **C. Foreign Ownership**

20. Sections 310(a), (b)(1), and (b)(2) of the Act prohibit radio
    licenses from being "granted to or held by" foreign governments and
    their representatives, aliens and their representatives, and foreign
    corporations.[^65] After the closing of the proposed transaction,
    the Americom Licensees will be wholly owned by GE-Sub 22, a U.S.
    company, which in turn will be wholly owned by SES Global, a foreign
    corporation organized under the laws of Luxembourg.[^66] SES Global
    will be owned in excess of 25 percent by non-U.S. individuals and
    entities, including the governments of Germany and Luxembourg.[^67]
    However, SES Global will not hold any radio licenses directly, nor
    will any foreign government or other foreign entity.[^68] Thus, we
    find that the proposed transaction is not inconsistent with the
    foreign ownership provisions of Sections 310(a), (b)(1) and (b)(2)
    of the Act.[^69]

21. The proposed transaction, under which the Americom Licensees will
    become indirect wholly owned subsidiaries of SES Global, entails
    indirect alien, foreign corporate, and foreign government ownership
    of the common carrier licenses held by GE Americom. As such, the
    Applicants have requested that we find permissible, under Section
    310(b)(4) of the Act, the indirect foreign ownership of the common
    carrier radio licenses held by GE Americom.[^70] The Applicants'
    request to exceed the foreign ownership benchmark in Section
    310(b)(4) was placed on public notice.[^71] Representative W.J.
    "Billy" Tauzin submitted a letter requesting vigorous Commission
    review of the proposed transaction and of the applicable foreign
    ownership framework under Section 310 of the Act.[^72]

22. As a threshold matter, Representative Tauzin urges the Commission to
    re-examine the conclusion that proposed transfers of control that
    involve indirect foreign ownership interests in a common carrier
    licensee should be considered only under Section 310(b)(4) and to
    consider whether it would be more appropriate to examine SES
    Global's proposed acquisition of GE Americom under other subsections
    of Section 310.[^73] The full Commission recently undertook an
    extensive review of these precise issues in the
    *VoiceStream/Deutsche Telekom Order*.[^74] First, the Commission
    specifically considered the proper relationship between the
    different subsections of Section 310.[^75] After extensive analysis
    of the legislative history and congressional policies underlying
    Sections 310(a) and 310(b) of the Act, the Commission ultimately
    concluded that Section 310(b)(4) was designed to address indirect
    ownership and control situations that were not covered by the
    prohibitions of Section 310(a) or 310(b)(1)-(3).[^76] The Commission
    also noted that when presented with the facts of a particular case
    the public interest provisions of the Act allow the Commission to
    balance concerns about national security and competition against the
    benefits of allowing foreign investment.[^77] In light of this
    transfer's analytical similarities to the Deutsche Telekom
    proceedingthere, as here, foreign entities will have only *indirect*
    interests in a U.S. licenseewe believe that a similar foreign
    ownership framework should apply.

23. Therefore, we have considered the Applicants' request under Section
    310(b)(4).[^78] We have also conducted a general public interest
    review of the competitive effect of the proposed transfer under
    Section 310(d) of the Act.[^79] For the reasons discussed below, we
    conclude that it will not serve the public interest to prohibit the
    proposed indirect foreign ownership at issue here.

24. Section 310(b)(4) states that:

    \(b\) No broadcast or common carrier or aeronautical en route or
    aeronautical fixed radio station license shall be granted to or held
    by --

    \(4\) any corporation directly or indirectly controlled by any other
    corporation of which more than one-fourth of the capital stock is
    owned of record or voted by aliens, their representatives, or by a
    foreign government, or representative thereof, or by any corporation
    organized under the laws of a foreign country, if the Commission
    finds that the public interest would be served by the refusal or
    revocation of such license.[^80]

25. Our review under Section 310(b)(4) takes into consideration the
    policies the Commission adopted in the *Foreign Participation
    Order*. In that proceeding, the Commission concluded that the public
    interest would be served by permitting greater investment by
    entities from World Trade Organization (WTO) Members in U.S. common
    carrier and aeronautical fixed and en route licensees.[^81]
    Therefore, with respect to indirect foreign investment from WTO
    Members, the Commission replaced its "effective competitive
    opportunities," or ECO, test with a rebuttable presumption that such
    investment generally raises no competitive concerns.[^82] However,
    in cases where entry by a foreign carrier would pose a high risk to
    competition in the U.S. market, the Commission may impose
    conditions.[^83] The Commission uses the "principal place of
    business" test to determine the nationality or "home market" of
    foreign investors when evaluating an applicant's request for
    approval of indirect, non-U.S. ownership interests in U.S.
    licensees.[^84] Thus, in light of the policies adopted in the
    *Foreign Participation Order*, our evaluation of the proposed
    transaction under Section 310(b)(4) begins with an examination of
    the indirect foreign investments in GE Americom and a determination
    of whether those investments are attributable to entities from WTO
    Member countries.

26. According to the Applicants, SES Global, a company incorporated in
    Luxembourg, will own indirectly 100 percent of the capital stock of
    GE Americom.[^85] SES Global, in turn, will have three classes of
    voting shares at the closing of the transaction: Class A, Class B,
    and Class C.[^86] GE Capital will be the primary holder of Class C
    shares.[^87] Deutsche Telekom, a German company, is expected to be
    the largest holder of Class A shares, holding an equity interest of
    12.6 percent and a voting interest of 10.1 percent in SES
    Global.[^88] The German government holds a 45 percent interest in
    Deutsche Telekom, which gives it an attributable 5.67 percent equity
    interest and a 4.54 percent voting interest in SES Global (based on
    multiplying the 45 percent German government interest in Deutsche
    Telekom by Deutsche Telekom's 12.6 percent equity interest and 10.1
    percent voting interest, respectively, in SES Global).[^89] The
    remainder of the Class A shares will be held by certain institutions
    and by the public, and will be traded on the Luxembourg, Frankfurt,
    and New York Stock Exchanges.[^90] The Applicants further represent
    that Class B shares will be held by the State of Luxembourg and two
    Luxembourg financial institutions, BCEE and SNCI (collectively
    referred to as "Class B shareholders").[^91] BCEE and SNCI are
    institutions created by acts of the Luxembourg Parliament and owned
    by the State of Luxembourg.[^92] Together the Class B shareholders
    will hold a 16.67 percent equity interest and a 33.33 percent voting
    interest in SES Global.[^93] Based on this information, we calculate
    SES Global's total proposed aggregate foreign ownership by
    particular named investors (Deutsche Telekom (including the German
    government), BCEE, SNCI and the State of Luxembourg) to be 29.27
    percent of equity interests and 43.43 percent of voting interests.

27. We next determine the home market of SES Global and each of the
    particular foreign named investors to assess whether the investment
    should be afforded WTO Member status. Our review applies the five
    factors of the Commission's principal place of business test.[^94]
    We base our findings, set forth below, on representations made by
    the Applicants.[^95]

28. Turning first to SES Global, we find that it has its principal place
    of business in Luxembourg, a WTO Member. The record demonstrates
    that it is incorporated in Luxembourg and has its world headquarters
    there.[^96] The directors of SES Global are all Luxembourg
    nationals, as will be its chief executive officer.[^97] The
    principal shareholders of SES Global, as specified above, include
    the State of Luxembourg and its financial institutions SNCI and
    BCEE.[^98] To the extent SES Global itself holds property directly
    (rather than through subsidiaries), all of the property and most of
    the employees will be located in Luxembourg.[^99] The source of most
    of SES Global's revenue will be from sales by its operating
    subsidiaries to customers located in WTO Member countries.[^100]

29. Next, we find that because the State of Luxembourg is a member of
    the WTO itself, it too entitled to treatment as a WTO Member. With
    respect to SNCI and BCEE, we also find that the home market of these
    entities is Luxembourg. The Applicants state that each institution
    was created by act of the Luxembourg Parliament and is owned by the
    State of Luxembourg.[^101] SNCI specializes in supporting financing
    of investment in Luxembourg and exports by companies established in
    Luxembourg.[^102] It has a staff of eight persons, all located in
    Luxembourg.[^103] SNCI currently has loans outstanding to more than
    1,800 Luxembourg companies.[^104] Similarly, BCEE provides banking
    and other financial services in Luxembourg only,[^105] and has 96
    branches in Luxembourg, with 1,742 employees.[^106] Applicants
    further represent that all of the directors and officers of SNCI and
    BCEE are Luxembourg nationals.[^107] Finally, we accord WTO status
    to Deutsch Telekom based on the Commission's recent findings in its
    order approving DT's acquisition of VoiceStream Wireless
    Corporation.[^108]

30. Under the *Foreign Participation Order*, therefore, SES Global, the
    Class B shareholders, Deutsche Telekom, and the German government,
    all entities from WTO Member countries, are entitled to a rebuttable
    presumption that no competitive concerns are raised by their
    proposed indirect foreign ownership of GE Americom. The Commission
    carefully considers any relevant factors and evidence that might
    tend to rebut the presumption. In this regard, Representative Tauzin
    asserts that the proposed transaction raises a broad range of
    competitive issues, noting the "particular sensitivity of foreign
    government involvement in this nation's multi-channel video
    programming marketplace."[^109] After careful review of the
    competitive issues raised by this transaction, we do not believe
    that the indirect foreign government ownership of GE Americom
    (through Luxembourg and Germany's partial ownership of SES Global)
    poses an anti-competitive threat in the provision of any satellite
    services to U.S. consumers, including fixed satellite services used
    to distribute cable programming and television broadcast
    services.[^110]

31. We first address Representative Tauzin's concern that the government
    of Luxembourg could exercise *de facto* control of SES Global.
    Specifically, Representative Tauzin contends that the Luxembourg
    government both owns a special class of shares that has
    supermajority veto power over major corporate actions and regulates
    SES.[^111] As the Commission recently acknowledged in the
    *VoiceStream/Deutsche Telekom Order*, the existence of *de facto*
    control is relevant along with other factors in determining the
    public interest under Section 310(b)(4).[^112]

32. In this case, the Applicants generally acknowledge the existence of
    supermajority provisions, but assert that the provisions are
    standard investor protections designed to protect all shareholders
    and, therefore, do not give *de facto* control to the Class B
    shareholders or any other shareholder group.[^113] In fact, the
    Applicants represent that the State of Luxembourg, SNCI and BCEE
    ultimately have limited governance rights in SES Global.[^114] At
    the Commission's request, the Applicants submitted SES Global's
    Articles of Incorporation, which ultimately govern the rights of its
    shareholders.

33. Pursuant to the SES Global Articles of Incorporation, the votes of
    more than two-thirds of its shareholders, and in other cases, of its
    directors, are required to approve particular corporate
    actions.[^115] In addition, Article 9 of the Articles of
    Incorporation allows the Board of Directors to delegate its powers,
    including the daily management of the company, to one or more
    directors.[^116] Based on this authority, the Board of SES Global is
    expected to establish a management committee, composed of the chief
    executive officer, chief financial officer and other senior
    officials.[^117] Under Article 12, the vote of more than two thirds
    of directors is required to appoint or to terminate the members of
    this management committee.[^118]

34. The Applicants primarily contend that these provisions protect all
    minority shareholders,[^119] are consistent with investor
    protections that the Commission has approved in other
    contexts,[^120] and do not enable the Class B shareholders, or any
    other group of minority investors, to compel any particular
    corporate action or to dominate the management of corporate
    affairs.[^121] As the Commission has recently stressed, "there is no
    exact formula for determining control and . . . questions of control
    turn on the specific circumstances of the case . . . \[t\]hus . . .
    we examine the totality of the circumstances."[^122] In this case,
    while we acknowledge that the State of Luxembourg, which holds a
    33.33 percent voting interest, may be able to manipulate these
    supermajority provisions to its advantage, we need not decide
    whether it could exercise *de facto* control. Even assuming
    *arguendo* that the State of Luxembourg would control SES Global, we
    find, as explained below, that such control would not pose a high
    risk to competition in U.S. markets that would warrant special
    conditions.

35. First, the Commission stated in the *Foreign Participation Order*
    that, generally, the commitments made by WTO Members, the
    Commission's regulatory safeguards, and antitrust law should be
    sufficient to address competitive concerns resulting from investment
    by entities from WTO Members in the U.S. telecommunications
    market.[^123] In this regard, the Commission made no distinction
    between government and private foreign ownership.[^124] Thus, the
    same presumption in favor of market entry for private entities from
    WTO Member countries also applies in the instant analysis of whether
    denial of the investment by the governments of Luxembourg and
    Germany, through SES Global, in GE Americom would serve the public
    interest. We note that neither Representative Tauzin nor any
    commenters have alleged specific anti-competitive practices or
    harms.

36. Second, there is no evidence in the record suggesting that SES
    Global receives any special benefits, subsidies, grants, loans or
    loan guarantees as a result of its relationship with the governments
    of Luxembourg and Germany.[^125] We note that the governments of
    Luxembourg and Germany are bound by the law of the European Union,
    which prohibits "any aid granted by a member state or through state
    resources in any form whatsoever which distorts or threatens to
    distort competition" by favoring certain companies.[^126] While we
    recognize that a government-controlled company in a private sector
    market may choose for reasons other than commercial
    profit-maximization, *i.e*., political, nationalistic, or other
    reasons, to engage in predatory or other anti-competitive behavior
    as a strategic trade initiative, we note that no such allegations
    have been made in this case.

37. Third, even if SES Global enjoyed special financial advantages
    because of its foreign government ownership, the current levels of
    actual and potential competition in the relevant satellite markets
    as well as the fundamental characteristics of those markets would
    likely frustrate any predatory strategy to drive out rivals or
    exercise market power. As we discuss in greater detail in our
    evaluation of the competitive effects of the proposed transaction,
    the acquisition of GE Americom by SES Global poses no increase in
    concentration in the market for telecommunications services in the
    United States.[^127] It is also highly unlikely that the combined
    entity could achieve market power in the provision of any satellite
    services in the United States.

38. In this regard, we note that many authorized satellite systems are
    capable of carrying numerous types of signals, including those used
    for video, telephone, Internet, or data transmission in the United
    States. Geographic coverage and use of authorized frequency bands
    are the only limitations on the types of transmission services such
    satellite systems may provide. In fact, we understand that there is
    currently an abundance of satellite capacity.[^128]

39. GE Americom currently is licensed to operate fourteen C- and Ku-band
    satellites within the United States and is authorized to operate a
    global Ka-band system. GE Americom also has applied to operate a
    global V-band system.[^129] As Representative Tauzin suggests, many
    of the transponders on GE Americom satellites are currently used for
    the carriage of national cable television networks.[^130] We note,
    however, that users of satellite services, including national cable
    television networks, have a choice of competing providers. Indeed,
    PanAmSat, Loral, and New Skies Satellites each currently provide
    such services in the United States.[^131] A number of additional
    companies operate systems that are capable of providing similar
    services in the United States as well. The Commission recently
    authorized the newly privatized INTELSAT to provide domestic service
    into the United States.[^132] The Commission has also added certain
    foreign satellites licensed to countries such as Canada, Mexico and
    Brazil to the satellite "permitted list," which allows U.S.-licensed
    earth stations with an ALSAT license to access those
    satellites.[^133] The Commission has also recently authorized
    additional systems in the Ka-band which eventually may provide such
    services.[^134] Accordingly, we believe that competitive pressure by
    existing firms that already offer such services and by newly
    authorized systems that could offer similar services would likely
    prevent SES Global from exercising market power.

40. Moreover, as we have acknowledged in other cases involving indirect
    foreign government investment, a predation strategy is likely to be
    unprofitable and inconsistent with SES Global's fiduciary
    responsibility to private stockholders.[^135] Given the unique
    characteristics of the satellite services industry, any company
    seeking to drive out rivals by lowering its price must have
    sufficient supply capacity to provide services to the bulk of its
    rivals' customers. Without such capacity, the company's rivals would
    not need to match price reductions to preserve their respective
    customer bases. Radio frequency spectrum and satellite capacity are
    essential elements in the provision of fixed satellite services. As
    noted above, the supply of these inputs is dispersed among a number
    of competitors. Any attempt to consolidate spectrum or transponder
    capacity that accesses the United States would be subject to
    oversight and approval by the Commission, as well as antitrust
    review by the appropriate authorities. Further, satellite technology
    is characterized by high sunk costs related to the design,
    manufacture, and launch of satellites and relatively low operating
    costs.[^136] Therefore, rivals are unlikely to exit in response to a
    predatory price cut.

41. We also note that the Executive Branch has not raised any national
    security, law enforcement, foreign policy, or trade concerns with
    the proposed transfer of control.[^137] We therefore conclude,
    pursuant to Section 310(b)(4) of the Act and the Commission's open
    entry standards for indirect investment by WTO Members in U.S.
    common carrier licensees as set forth in the *Foreign Participation
    Order*, that it will not serve the public interest to prohibit the
    proposed indirect foreign ownership of GE Americom in excess of the
    statutory 25 percent benchmark.

42. Specifically, this ruling permits the requested indirect foreign
    ownership of GE Americom by SES Global (100 percent); Deutsche
    Telekom and its German shareholders (12.6 percent of equity and 10.1
    percent of voting shares); BCEE, SNCI, and the State of Luxembourg
    (16.67 percent of equity and 33.33 percent of voting shares, which
    aggregate shares may be held in any amount by any one or more of
    these named Luxembourg entities). GE Americom may accept up to and
    including an additional, aggregate 25 percent indirect equity and/or
    voting interests from the above foreign investors or other non-U.S.
    investors and entities, including investors that receive shares in
    SES Global pursuant to the exchange offer or that purchase shares of
    SES Global in the public markets, without seeking further Commission
    approval under Section 310(b)(4).[^138] However, no single non-U.S.
    investor or entity, including Deutsche Telekom and its German
    shareholders, as well as BCEE, SNCI, and the State of Luxembourg,
    may acquire indirect ownership in excess of 25 percent without
    further Commission approval under Section 310(b)(4). Moreover, GE
    Americom shall seek approval under Section 310(b)(4) before it
    accepts any additional indirect interest by BCEE, SNCI and the State
    of Luxembourg in excess of the permitted 33.33 percent voting
    interest.

    **D. Competitive Effects**

43. Our public interest analysis under Section 214(a) and 310(d)
    includes an evaluation of the competitive effects of the proposed
    transaction in both the relevant product markets and the relevant
    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 United States and foreign telecommunications
    markets.[^139]

44. SES Global does not provide any domestic telecommunications services
    within the United States,[^140] either directly or through its
    ownership interests in SES, NSAB, AsiaSat and Star One.[^141] Thus,
    SES Global's acquisition of the Americom Licensees would not
    increase concentration or market power in the provision of
    communication services within the United States.

45. With respect to U.S. international telecommunications markets, the
    Commission has evaluated the competitive effects on a
    country-by-country basis, for service between the United States and
    specific foreign countries, where U.S. billed service[^142] between
    the United States and each foreign country from the United States
    represents a separate geographic market.[^143] In those analyses, we
    considered whether the proposed transaction would lessen or enhance
    competition in the provision of international services to or from
    the United States. We need not analyze the impact of the proposed
    transaction on competition in the provision of satellite services to
    foreign countries that do not involve service to or from the United
    States.

46. After reviewing the record, 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
    SES Global and the Americom Licensees. As noted above, SES Global,
    either directly or through its ownership interests in SES, NSAB,
    AsiaSat, and Star One, provides services in Europe, Asia and Latin
    America. SES Global does not provide service to or from the United
    States.[^144] Since these SES Global 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 SES Global interests with the Americom
    Licensees' business operations.

    **E**. **Dominant Carrier Safeguards**

47. As part of our public interest analysis under Section 214(a), we
    also consider whether, as a result of its acquisition by SES Global,
    GE Americom will become affiliated with a foreign carrier that has
    market power on the foreign end of a U.S. international route served
    by GE Americom.[^145] Under rules adopted in the *Foreign
    Participation Order*, we classify a U.S. carrier as a "dominant"
    international carrier on a particular route if it is affiliated with
    a foreign carrier that controls essential facilities on that
    route.[^146] A U.S. carrier presumptively is classified as
    non-dominant on an affiliated route if the U.S.-authorized carrier
    demonstrates that its foreign carrier affiliate lacks 50 percent
    market share in the international transport and local access markets
    on the foreign end of that route.[^147]

48. A carrier classified as dominant is subject to dominant carrier
    safeguards.[^148] These safeguards are designed to address the
    possibility that a foreign carrier with control over facilities or
    services that are essential inputs for the provision of U.S.
    international services could discriminate against rivals of its U.S.
    affiliates (*i.e*., vertical harms). In the *Foreign Participation
    Order*, the Commission concluded that these safeguards, in
    conjunction with our generally applicable international safeguards,
    are sufficient to protect against vertical harms by carriers from
    WTO Member countries in virtually all circumstances.[^149] In the
    exceptional case where an application poses a very high risk to
    competition in the U.S. market, and where our standard safeguards
    and additional conditions would be ineffective, the Commission
    reserves the right to deny the application.[^150] In circumstances
    where an affiliated foreign carrier possesses market power in a
    non-WTO Member country, the Commission applies the effective
    competitive opportunities (ECO) test as part of its public interest
    inquiry under Section 214(a).[^151]

49. As a result of the proposed transaction, GE Americom will acquire
    affiliations with SES, AsiaSat, NSAB, and Luxembourg PTT.[^152]
    Because GE Americom is not authorized to provide U.S. international
    service on the U.S.-Luxembourg route, we need not examine whether
    Luxembourg PTT possesses sufficient market power to adversely affect
    competition in the U.S. market.[^153] The Applicants assert that
    SES, AsiaSat and NSAB do not possess market power in the
    international transport and local access markets in any of the
    countries they serve.[^154] In addition, as previously discussed,
    SES, AsiaSat, and NSAB, currently have no presence in the
    international transport market on the foreign end of any U.S.
    international route.[^155] The carriers' international transport
    facilities and services are provided only on routes within Europe,
    Asia and Latin America. Thus, these carriers do not control
    essential inputs for the provision of U.S. international service
    that can be used to discriminate against rivals of GE Americom.
    Based on our review of the record, including the certified
    statements made by the Applicants, we conclude that the foreign
    carriers with which GE Americom will become affiliated as a result
    of the proposed acquisition do not possess sufficient market power
    in any relevant foreign telecommunications market to affect
    competition adversely in the United States. Accordingly, we find
    that GE Americom may continue to hold its current Section 214
    authorizations as a non-dominant U.S. international carrier on the
    routes it is currently authorized to serve after the proposed
    transfer of control is consummated.[^156]

    **F. National Security, Law Enforcement, Foreign Policy and Trade
    Policy Concerns**

50. In acting on transfer of control applications that involve issues of
    foreign ownership, we also consider any national security, law
    enforcement, foreign policy and trade policy concerns raised by the
    Executive Branch.[^157] We recognize that there are significant
    national security and law enforcement issues that are uniquely
    within the expertise of the Executive Branch, and in addition to our
    own independent public interest review, we take into account the
    legitimate concerns raised by the Executive Branch regarding these
    issues.[^158]

51. In exchanges between the Applicants and the Executive Branch on
    matters relevant to law enforcement and national security issues
    surrounding the proposed transfer, GE Americom provided information
    to the Executive Branch about its service offerings and Commission
    authorizations. It further made certain commitments to the Executive
    Branch.[^159] Specifically, GE Americom stated that it does not
    provide common carrier *switched* services either in its
    international offerings or in its domestic offerings. Moreover, GE
    Americom stated that it does not provide, and has no plans to
    provide, *switched* communications services via equipment authorized
    under its current or anticipated future Title III (radio)
    licenses.[^160] GE Americom has, moreover, made a commitment to
    notify the Executive Branch at least 30 days before providing
    *switched* services, including any such provision of services via
    equipment authorized under Title III (radio) licenses.[^161] Based
    on these statements and the commitments made by GE Americom, the
    Executive Branch has not filed comments or objections to the
    proposed transaction. Rather, the FBI states that in reliance on
    representations made by GE Americom and SES Global in the *GE/FBI
    June 4 Letter*, the FBI and the Department of Justice "have decided
    not to file an objection or other comments" concerning the FCC
    applications filed in connection with the proposed transfer of
    control. [^162] No other party has raised national security or law
    enforcement concerns. Thus, based on the record before us and the
    commitments made by the Applicants to the Executive Branch, we
    conclude that the proposed transaction poses no national security,
    law enforcement, foreign policy or trade concerns.

    **G.** **Public Interest Benefits**

52. In evaluating the public interest benefits of the proposed
    transaction, we consider the Applicants' claims that the proposed
    acquisition will provide the merged entity with efficiencies and
    enhanced opportunities to compete more effectively in U.S. domestic
    and international communications markets.[^163] The combination of
    SES's operations with the Americom Licensees' operations will
    provide SES Global with the ability to provide satellite
    communications services throughout most of the world and could
    potentially enable the merged entity to realize economies of scale
    and scope in areas such as satellite control operations and research
    and development. The combination may also provide the merged entity
    with resources to better compete with other operators that can offer
    services throughout the world, and thus, strengthen competition in
    the satellite telecommunications services industry. Therefore, we
    find that the proposed transaction will likely not result in harm to
    competition in any relevant market and will likely yield tangible
    public interest benefits to U.S. consumers.

```{=html}
<!-- -->
```
IV. **OTHER ISSUES**

```{=html}
<!-- -->
```
53. **Waiver of Cut-Off Rules.** The proposed transaction includes the
    transfer of current, as well as pending applications for, earth and
    space station licenses. GE Americom has pending before the
    Commission an application in a space station processing round that
    was established pursuant to a public notice in which the Commission
    set filing deadlines for applications to be considered
    simultaneously.[^164] In that processing round, applications filed
    after the stated cut-off date are not entitled to comparative
    consideration with other applications filed by the established
    deadline.

54. Section 25.116(c) of the Commission\'s rules provides generally that
    if a pending application is amended by a "major amendment" after a
    cut-off date, the application will be considered to be a newly filed
    application.[^165] This means the application would lose its status
    in the processing group. Section 25.116(b)(3) specifies that an
    amendment to an application will be considered "major" if it
    involves a "substantial change in beneficial ownership or
    control."[^166] Section 25.116(c)(2) provides an exception to this
    approach, however, where the amendment reflects a change in
    ownership found by the Commission to serve the public interest and
    for which a requested exemption from the "cut-off" date is
    granted.[^167]

55. The proposed transfer of control in this case constitutes a major
    amendment involving a significant change in ownership of the
    Americom Licensees. Consistent with Section 25.116(c)(2), the
    Applicants have requested exemption from the cut-off dates with
    respect to their pending application in order to preserve the status
    of their application in the processing group.[^168] They ask that we
    find that the proposed transfer of control is in the public interest
    and grant their request for exemption from the "cut-off" rules.

56. In previous decisions where we considered whether to grant an
    exception to the cut-off rules, we have consider two factors: (1)
    whether the proposed transaction has a legitimate business purpose;
    and (2) whether the change in ownership otherwise serves the public
    interest.[^169] We find that both these factors are met in this
    case. First, the Applicants state that the business purpose of the
    proposed acquisition is to permit the Applicants "to compete more
    effectively in the global communications services market by creating
    integrated satellite networks with worldwide coverage,"[^170] and
    also note that the acquisition involves satellites already licensed.
    We find that the acquisition of the Americom Licensees by SES Global
    serves an independent business purpose, and is not primarily being
    undertaken for the purpose of acquiring pending applications.[^171]
    Second, as discussed above, under Sections 214(a) and 310(d) of the
    Act, we have determined that the proposed transaction serves the
    public interest, convenience and necessity.

57. Accordingly, the change in control and ownership of the Americom
    Licenses falls within the provisions of Section 25.116(c)(2). Thus,
    we will exempt GE Americom's pending application from our cut-off
    rules, and will continue to consider this application concurrently
    with others in the processing group. GE Americom should amend its
    pending application to reflect the transaction approved by this
    Order and Authorization consistent with Section 1.65 of our
    rules.[^172]

```{=html}
<!-- -->
```
V.  **CONCLUSION**

```{=html}
<!-- -->
```
58. In view of the forgoing, we find that granting the *Transfer
    Application* will serve the public interest, convenience, and
    necessity by increasing competition in the satellite services market
    to the benefit of U.S. consumers. Accordingly, we grant the
    application of GE Capital and SES Global for consent to the transfer
    of control of the Americom Licensees' space and earth station
    licenses, VSAT licenses, microwave licenses, and Section 214
    authorizations to SES Global. We also find that the transfers of
    control are consistent with Section 310(b)(4) and grant the petition
    for declaratory ruling regarding foreign ownership of GE Americom in
    excess of the 25 percent foreign ownership benchmark in Section
    310(b)(4). Finally, we grant the Applicants' request for waiver of
    Section 25.116(c) of the Commission's rules.

```{=html}
<!-- -->
```
VI. **ORDERING CLAUSES**

```{=html}
<!-- -->
```
59. Accordingly, IT IS ORDERED that, pursuant to Section 310(d) of the
    Communications Act of 1934, as amended, 47 U.S.C. § 310(d), the
    application for transfer of control of licenses held by GE Americom
    and Columbia from GE Capital to SES Global IS GRANTED to the extent
    specified in this Order and Authorization.

60. IT IS FURTHER ORDERED that, pursuant to Section 214(a) of the
    Communications Act of 1934, as amended, 47 U.S.C. § 214(a), the
    application for transfer of the Section 214 authorizations for the
    provision of international and domestic telecommunications services
    held by GE Americom from GE Capital to SES Global IS GRANTED to the
    extent specified in this Order and Authorization.

61. IT IS FURTHER ORDERED that, pursuant to Section 214(a) of the
    Communications Act of 1934, as amended, 47 U.S.C. § 214(a), and
    Section 63.10 of the Commission's rules, 47 C.F.R. § 63.10, GE
    Americom shall continue to be regulated as a non-dominant
    international carrier on its authorized routes after the transfer of
    control is consummated in accord with this Order and Authorization.

62. IT IS FURTHER ORDERED that, pursuant to Section 310(b)(4) of the
    Communications Act of 1934, as amended, 47 U.S.C. § 310(b)(4), that
    GE Americom is authorized to accept indirect foreign ownership in
    excess of the 25 percent benchmark in Section 310(b)(4) of the Act
    only to the extent specified in this Order and Authorization.

63. Accordingly, having reviewed the applications, the petitions and the
    record in this matter, IT IS ORDERED that, pursuant to Sections 4(i)
    and (j), 214(a) and (c), 309, and 310(b) and (d) of the
    Communications Act of 1934, as amended, 47 U.S.C. §§154(i) and (j),
    214(a) and (c), 309, and 310(b) and (d), that the applications filed
    by GE Capital for authority to transfer control of licenses and
    authorizations to SES Global, and the petitions for declaratory
    ruling filed by the Applicants ARE GRANTED, to the extent specified
    in this Order and Authorization.

64. IT IS FURTHER ORDERED that the Applicants are exempt from our
    cut-off rules under Section 25.116(c), 47 C.F.R. § 25.116(c), for
    applications that are currently pending and considered in connection
    with the instant Transfer Application.

65. IT IS FURTHER ORDERED that pursuant to Section 1.65 of the
    Commission's Rules, 47 C.F.R. § 1.65, GE Capital and SES Global are
    afforded thirty days from the date of release of this Order and
    Authorization to amend all such pending applications in connection
    with the instant Transfer Application to reflect the new ownership
    structure approved in this Order and Authorization.

66. This action is taken under delegated authority pursuant to Sections
    0.51, 0.261, 0.131, 0.331 of the Commission's Rules, 47 C.F.R. §§
    0.51, 0.261, 0.131, 0.331, and SHALL BE EFFECTIVE upon release.

    FEDERAL COMMUNICATIONS COMMISSION

    Donald Abelson

    Chief, International Bureau

    Thomas J. Sugrue

    Chief, Wireless Telecommunications Bureau

**Appendix A**

**List of GE Americom and Columbia Licenses and Authorizations**

**Subject to Transfer by GE Capital**

# I. Space Station Licenses: Held on Non-Common Carrier Basis {#i.-space-station-licenses-held-on-non-common-carrier-basis .unnumbered}

+----------------+-----------------+--------------+------------------+
| [GE            | 87°W.L.,        | *Ka-Band*    | [Colum           |
| Americo        | C/Ku-band -     |              | bia]{.underline} |
| m]{.underline} | GE-3            | *Au          |                  |
|                |                 | thorization* | 174.3°W.L.,      |
| 139°W.L.,      | 85°W.L.,        |              | C-band - TDRS-5  |
| C-band - GE-8  | C/Ku-band- GE-2 | (Orbital     |                  |
|                |                 | Locations)   | 174.3°W.L.,      |
| 137°W.L.,      | 81°W.L.,        |              | C-band - TDRS-5R |
| C-band - GE-7  | Ku-band --      | 105° W.L.    |                  |
|                | Satcom K-2      |              | 47°W.L.,         |
| 135°W.L.,      |                 | 85° W.L      | C-band - TDRS-6  |
| C-band --      | 79°W.L.,        |              |                  |
| Satcom C-4     | Ku-band -- GE-5 | 17° W.L.     | 47°W.L.,         |
|                |                 |              | C-band - GE-1i   |
| 131°W.L.,      | 79°W.L., C-band | 56° E.L      |                  |
| C-band --      | -- Satcom C-1   |              | 37.7°W.L.,       |
| Satcom C-3     |                 | 114.5° E.L   | C-band -         |
|                | 72°W.L.,        |              | Columbia 511     |
| 105°W.L.,      | C/Ku-band -     |              |                  |
| Ku-band --     | GE-6            |              | 172°E.L.,        |
| GSTAR 4        |                 |              | C-band - GE-2i   |
|                | 172°E.L.,       |              |                  |
| 103°W.L.,      | C-band --       |              |                  |
| C/Ku-band --   | Satcom SN-4     |              |                  |
| GE-1           |                 |              |                  |
|                |                 |              |                  |
| 101°W.L.,      |                 |              |                  |
| C/Ku-band --   |                 |              |                  |
| GE-4           |                 |              |                  |
+----------------+-----------------+--------------+------------------+

# GE Americom Earth Station Licenses: Held on Common Carrier^\*^ or Non-Common Carrier Basis

*Call Signs*:

+------+------+-------+-------+------+------+------+------+-------+
| [Tr  | E43  | E873  | E940  | E98  | K    | [T   | E    | E8876 |
| ansm | 21\* | 912\* | 106\* | 0008 | A288 | rans | 4242 |       |
| it/] |      |       |       |      |      | mit] |      | E8    |
| {.un | E44  | E880  | E940  | E98  | KA2  | {.un | E    | 90393 |
| derl | 11\* | 958\* | 141\* | 0086 | 92\* | derl | 4243 |       |
| ine} |      |       |       |      |      | ine} |      | E9006 |
|      | E    | E881  | E940  | E98  | KA2  |      | E    |       |
| [    | 4630 | 180\* | 156\* | 0162 | 93\* | [O   | 4788 | E9    |
| Rece |      |       |       |      |      | nly] |      | 20169 |
| ive] | E50  | E881  | E940  | E98  | KA3  | {.un | E    |       |
| {.un | 05\* | 303\* | 471\* | 0313 | 14\* | derl | 4789 | E9    |
| derl |      |       |       |      |      | ine} |      | 20244 |
| ine} | E63  | E8832 | E940  | E98  | KA3  |      | E    |       |
|      | 99\* |       | 472\* | 0315 | 15\* | E    | 5040 | E9    |
| E00  |      | E8    |       |      |      | 8700 |      | 30055 |
| 0056 | E65  | 90383 | E9    | E98  | K    | 07\* | E    |       |
|      | 72\* |       | 494\* | 0347 | A318 |      | 6068 | E9    |
| E00  |      | E8    |       |      |      | E    |      | 30104 |
| 0268 | E    | 90537 | E9    | E98  | KA3  | 8709 | E    |       |
|      | 7169 |       | 50006 | 0352 | 77\* | 04\* | 6079 | E9    |
| E00  |      | E890  |       |      |      |      |      | 40032 |
| 0275 | E    | 950\* | E9    | E98  | KB   | E    | E    |       |
|      | 8501 |       | 50373 | 0490 | 27\* | 8733 | 6494 | E9435 |
| E00  | 54\* | E9    |       |      |      | 57\* |      |       |
| 0289 |      | 00448 | E9    | E99  | KD   |      | E    | E9    |
|      | E    |       | 50496 | 0136 | 26\* | E    | 6860 | 50331 |
| E00  | 8596 | E9    |       |      |      | 9102 |      |       |
| 0313 | 58\* | 10001 | E9    | E99  | KD   | 83\* | E    | E9    |
|      |      |       | 60034 | 0401 | 42\* |      | 7368 | 50332 |
| E00  | E    | E920  |       |      |      | E    |      |       |
| 0322 | 8597 | 683\* | E9    | E99  | KE   | 9102 | E    | E9    |
|      | 26\* |       | 60207 | 0421 | 27\* | 84\* | 7532 | 70057 |
| E00  |      | E9    |       |      |      |      |      |       |
| 0323 | E    | 20698 | E9    | E99  | KF   | E    | E    | E9    |
|      | 8603 |       | 60490 | 0427 | 24\* | 9203 | 8331 | 80209 |
| E00  | 17\* | E930  |       |      |      | 54\* |      |       |
| 0324 |      | 073\* | E9    | E01  | KF   |      | E85  | E9    |
|      | E    |       | 60491 | 0093 | 40\* | E    | 9718 | 80283 |
| E00  | 8609 | E930  |       |      |      | 9304 |      |       |
| 0664 | 42\* | 090\* | E9    | E01  | KG   | 51\* | E86  | E9    |
|      |      |       | 60492 | 0094 | 72\* |      | 0551 | 80489 |
| E20  | E    | E930  |       |      |      | E98  |      |       |
| 37\* | 8610 | 289\* | E9    | E01  | KH   | 0164 | E86  | E9    |
|      | 56\* |       | 70142 | 0097 | 80\* |      | 0951 | 80491 |
| E25  |      | E930  |       |      |      | WE   |      |       |
| 94\* | E    | 436\* | E9    | E01  | KM   | 60\* | E    | E9    |
|      | 8721 |       | 70198 | 0142 | 57\* |      | 8671 | 90015 |
| E    | 22\* |       |       |      |      | [    |      |       |
| 2643 |      |       | E970  | KA2  | WB   | Rece | E87  | E9    |
|      | E    |       | 336\* | 04\* | 74\* | ive] | 0014 | 90016 |
| E26  | 8726 |       |       |      |      | {.un |      |       |
| 72\* | 52\* |       | E970  | K    | WB   | derl | E88  | E9    |
|      |      |       | 428\* | A272 | 81\* | ine} | 0114 | 90017 |
| E32  | E87  |       |       |      |      |      |      |       |
| 06\* | 3528 |       |       |      | WE   | [O   | E88  | KA    |
|      |      |       |       |      | 87\* | nly] | 0115 | 367\* |
| E33  |      |       |       |      |      | {.un |      |       |
| 89\* |      |       |       |      | WP   | derl | E88  |       |
|      |      |       |       |      | 75\* | ine} | 1145 |       |
| E    |      |       |       |      |      |      |      |       |
| 3554 |      |       |       |      |      | E00  |      |       |
|      |      |       |       |      |      | 0267 |      |       |
|      |      |       |       |      |      |      |      |       |
|      |      |       |       |      |      | E    |      |       |
|      |      |       |       |      |      | 3524 |      |       |
|      |      |       |       |      |      |      |      |       |
|      |      |       |       |      |      | E    |      |       |
|      |      |       |       |      |      | 3660 |      |       |
|      |      |       |       |      |      |      |      |       |
|      |      |       |       |      |      | E    |      |       |
|      |      |       |       |      |      | 3920 |      |       |
|      |      |       |       |      |      |      |      |       |
|      |      |       |       |      |      | E    |      |       |
|      |      |       |       |      |      | 3939 |      |       |
|      |      |       |       |      |      |      |      |       |
|      |      |       |       |      |      | E    |      |       |
|      |      |       |       |      |      | 3940 |      |       |
+------+------+-------+-------+------+------+------+------+-------+

# GE Americom VSAT Licenses: Held on Common Carrier^\*^ or Non-Common Carrier Basis

*Call Signs*:

+-------------+-----------+---------+---------+-----------+-----------+
| E871856\*   | E880973\* | E890533 | E890254 | E900004\* | E900006\* |
|             |           |         |         |           |           |
| E871857\*   | E890531   | E890253 | E890255 | E900005\* | E900007\* |
+-------------+-----------+---------+---------+-----------+-----------+

# GE Americom Microwave Licenses: Held on a Common Carrier^\*^ Basis, Fixed Point-to-Point

*Call Signs:*

+----------+-----------+----------+-----------+----------+----------+
| WLB201\* | WBA835\*  | WBA837\* | WDU471\*  | WAS488\* | WAS490\* |
|          |           |          |           |          |          |
| WAH584\* | WBA836\*  | WFY662\* | WAS487\*  | WAS489\* |          |
+----------+-----------+----------+-----------+----------+----------+

# GE Americom Section 214 Authorizations: Held on a Common Carrier^\*^ Basis

> *[Int'l. File No]{.underline}. [Routes Between]{.underline}:*
> *[Domestic Service]{.underline}*

+----------+----------------------------------------+-----------------+
| ITC-     | Colorado Springs, Co. and Thule,       | Offerings       |
| 83-029\* | Greenland                              | posted at       |
|          |                                        | www             |
| ITC-     | Satcom K-2 and terrestrial stations in | .geamericom.com |
| 86-176\* | Canada and Mexico                      |                 |
|          |                                        |                 |
| ITC-     | U.S. and Bahamas                       |                 |
| 88-119\* |                                        |                 |
|          | U.S. and points in Caribbean and Latin |                 |
| ITC-     | America                                |                 |
| 85-147\* |                                        |                 |
|          | U.S. and Bermuda                       |                 |
| ITC-     |                                        |                 |
| 92-187\* |                                        |                 |
+----------+----------------------------------------+-----------------+

\* denotes Common Carrier Basis

**Appendix B**

**List of GE Americom and Columbia Pending Applications**

# Pending Space Station Applications {#pending-space-station-applications .unnumbered}

  ---------------------------- ---------------------------------------------------------------------
  **[GE                        
  Americom]{.underline}**      

                               Application for authorization to construct, launch and operate a
                               satellite system consisting of two extended Ku-band communications
                               satellites at 85°W.L. and 87°W.L. and one ground spare, filed
                               November 3, 1995. File Nos. 18/19-SAT-P/LA-96 & 20-SAT-P-96 (IBFS
                               File Nos. SAT-LOA-19951103-00176/177 & SAT-A/O-19951103-00175). *See*
                               Public Notice dated January 24, 1996 (Report No. SPB-34).

                               Application for authorization to launch and operate a system of
                               eleven V/Ku-band satellites at nine orbital locations, filed
                               September 27, 1997. File Nos. 139 through 147-SAT-P/LA-97; IBFS File
                               Nos. SAT-LOA-19970925-00110/118.

                               Application for special temporary authority to operate GE-6 at
                               80.95°W.L., filed February 2, 2001. File No. SAT-STA-20010202-00007.

                               

  **[Columbia]{.underline}**   

                               Application for authorization to launch and operate a C-band
                               replacement satellite at 37.5°W.L., filed April 7, 2000. File No.
                               SAT-LOA-20000407-00080.
  ---------------------------- ---------------------------------------------------------------------

Pending Earth Station Applications:

  ------------------------- ---------------------------------------------------------------------
  **[GE                     
  Americom]{.underline}**   

                            Application for authorization to modify station WB81 to add authority
                            for extended C-band operations, filed November 29, 2000. File No.
                            SES-MOD-20001129-02219.
  ------------------------- ---------------------------------------------------------------------

[^1]: General Electric Capital Corporation and SES Global S.A.,
    *Application for Consent to Transfer Control*, Application File No.
    SAT-T/C-20010402-00030 (filed April 2, 2001) (*Transfer
    Application*). The *Transfer Application* was placed on public
    notice on April 20, 2001. Public Notice, Report No. SAT-00071, April
    20, 2001. No petitions to deny were filed in this proceeding. On
    August 30, 2001, a letter from the Honorable W.J. "Billy" Tauzin was
    received by the Commission regarding the *Transfer Application*.
    This letter has been placed in the record and made part of this
    proceeding.

[^2]: 47 U.S.C. §§ 214(a), 310(d).

[^3]: ^?^ 47 U.S.C. § 310(b)(4).

[^4]: ^?^ 47 C.F.R. § 25.116(c).

[^5]: General Electric Company (GE) is a U.S. corporation engaged in
    developing, manufacturing and marketing a wide variety of products
    for the generation, transmission, distribution, control and
    utilization of electricity, and products and services developed from
    the application of related new technologies. Through affiliates, GE
    offers an array of products and services, including aircraft
    engines, major appliances, lighting, transportation systems,
    industrial systems, plastics, power systems, medical systems,
    financing and insurance services, network television services,
    satellite communications, and information technology products and
    services. *See* *Transfer Application* at 7. *See also* General
    Electric Company, SEC Form 10-K, Annual Report for the fiscal year
    ended December 31, 2000 (*GE 10-K 2000 Annual Report*).

[^6]: GE Capital is a wholly owned subsidiary of GE Capital Services
    Corporation, Inc., which in turn is directly owned by GE. GE Capital
    Services Corporation, Inc. is a global, diversified financial
    services company providing a broad range of services to consumers
    and businesses, including consumer credit cards, life and auto
    insurance, commercial and industrial financing, real estate
    financing, asset management and leasing, mortgage services, consumer
    and specialty insurance service, and satellite communications. *See
    Transfer Application* at 7-8*. See also GE 10-K 2000 Annual Report*
    at 7-9.

[^7]: GE Sub-22 is a Delaware corporation with headquarters in
    Princeton, New Jersey. It wholly owns other GE subsidiaries that
    have equity interests in the Americom Licensees.

[^8]: ^?^ The Commission recently approved a *pro forma* transfer of
    control of the Americom Licensees to the Gibraltar subsidiary. *See*
    Letter from Cassandra C. Thomas, Deputy Chief, Satellite and
    Radiocommunication Division, International Bureau to Peter A.
    Rohrbach, Hogan & Hartson, June 25, 2001. *See also* Public Notice,
    Report No. SES-00301, June 27, 2001.

[^9]: ^?^ A list of current licenses and authorizations held by the
    Americom Licensees is provided in Appendix A. A list of pending
    requests for licenses and authorizations is provided in Appendix B.

[^10]: ^?^ Television companies, for example, use GE Ameriom satellites
    for one-way video traffic. Included in this traffic are network
    feeds that are distributed to local television stations for
    subsequent retransmission to the public, and cable television
    programming services that are distributed to cable headends for
    retransmission to subscribers. Telecommunications carriers also use
    GE Americom's satellite facilities and services to form a portion of
    their telecommunications networks. *See* Letter from Mark R.
    O'Leary, Senior Vice President and General Counsel, GE American
    Communications, Inc., to James Lovelace, Supervisory Special Agent,
    Office of the General Counsel, Federal Bureau of Investigation, June
    4, 2001 (*GE/FBI June 4 Letter*).

[^11]: The Americom Licensees also provide transoceanic services in the
    Atlantic and Pacific Ocean Regions using facilities operated by
    Columbia. *See Transfer Application* at 13. According to the
    parties, key customers of the Americom Licensees include ABC Radio
    Networks, AT&T Alascom, British Telecom, Cidera, Deutsche Welle,
    Discovery, Disney, Gannett, ICG, Merlin, NBC, the New York Times,
    NHK, PaxNet, PBS, TELE Greenland, TV Europa, Viacom and
    AOL/TimeWarner. *See* Joint Statement Announcing the Proposed
    Transaction Between GE Capital and SES Global, released March 28,
    2001. *See* \<http://www.gecapital.com/news/press/03282001.html\>.

[^12]: ^?^ *See* \<www.geamericom.com\> providing information on GE
    Americom's services and its global satellite fleet. *See also*
    *Transfer Application* at 8-10, 13.

[^13]: ^?^ *Transfer Application* at 8-10. *See also* Letter from
    Phillip L. Spector, Laura B. Sherman, Attorneys for SES Global S.A.,
    to Magalie Roman Salas, Secretary, Federal Communications
    Commission, September 12, 2001 (*SES Global September 12 Letter*) at
    4, and attached Declaration of Mark R. O'Leary, Senior Vice
    President and General Counsel, GE Americom.

[^14]: *Transfer Application* at 8, and Attachment C. The conventional
    C-band generally refers to space-to-Earth (or downlink) frequencies
    at 3.7-4.2 GHz and corresponding Earth-to-space (or uplink)
    frequencies at 5.925-6.425 GHz. The conventional Ku-band generally
    refers to space-to-Earth frequencies at 11.7 -12.2 GHz and
    corresponding Earth-to-space frequencies at 14.0-14.5 GHz.

[^15]: *Transfer Application*, Attachments A and B. GE Americom
    currently holds 159 earth station licenses; 64 on a common carrier
    basis and 95 on a non-common carrier basis. Subsequent to filing the
    *Transfer Application*, GE Americom surrendered certain earth
    station licenses and obtained new earth station licenses. *See*
    Public Notice, Report No. SES-00291, May 23, 2001; Public Notice,
    Report No. SES-00297, June 13, 2001; Public Notice, Report No.
    SES-00305, July 11, 2001; Public Notice, Report No. SES-00309, July
    25, 2001; Public Notice, Report No. SES-00317, August 22, 2001. GE
    Americom holds 12 VSAT licenses; seven on a common carrier basis and
    five on a non-common carrier basis. Appendix A reflects the earth
    station and VSAT licenses now held by GE Americom.

[^16]: *Transfer Application*, FCC Form 603. GE Americom holds 11
    microwave licenses on a common carrier basis. Subsequent to filing
    the *Transfer Application*, GE Americom surrendered certain
    microwave licenses. *See* FCC File Nos. 0000562270, 0000562276, and
    0000562277, cancellation letter, August 17, 2001.

[^17]: *Transfer Application*, Attachment E. Effective June 26, 2001, GE
    Americom relinquished two unused international Section 214
    authorizations to serve the U.S.-Luxembourg route. *See* Letter from
    Mark R. O'Leary, Senior Vice President and General Counsel, GE
    American Communications, Inc. to Magalie Roman Salas, Secretary,
    Federal Communications Commission, June 26, 2001 (*GE Americom June
    26 Letter*). *See also* Letter from Phillip L. Spector and Laura B.
    Sherman, Attorneys for SES Global, S.A., to Magalie Roman Salas,
    Secretary, Federal Communications Commission, August 28, 2001 (*SES
    Global August 28 Letter)*. GE Americom's domestic interstate
    telecommunications services are posted on its web site pursuant to
    Commission requirements. *See* GE Americom Service Schedule at
    \<www.geamericom.com/services/index.html\>.

[^18]: Generally, Ka-band refers to space-to-Earth frequencies at
    17.7-20.2 GHz and corresponding Earth-to-space frequencies at
    27.5-30.0 GHz. GE Americom is authorized to launch and operate a
    geostationary satellite system consisting of nine satellites in five
    orbital locations of 56° E.L., 114.5° W.L., 105° W.L., 85° W.L., and
    17° W.L, using downlink frequencies in the 19.7-20.2 GHz band and
    uplink frequencies in the 28.35-28.6 GHz and 29.25-30.0 GHz bands.
    *See* GE American Communications, Inc., Application for Authority to
    Construct, Launch, and Operate a Ka-band Satellite System in the
    Fixed Satellite Service, *Order and Authorization*, 12 FCC Rcd 6475
    (1997); modified in *Order and Authorization*, 16 FCC Rcd 2461
    (2001).

[^19]: *See* Application For Authorization to Launch and Operate a
    System of Eleven V/Ku-band Satellites at Nine Orbital Locations,
    filed September 27, 1997. File Nos. 139 through 147-SAT-P/LA-97;
    IBFS File Nos. SAT-LOA-19970925-00110/118. Generally, the V-band
    refers to frequencies in the 36.0-51.4 GHz band. GE Americom seeks
    authorization to operate downlink frequencies in the 39.5-42.5 GHz
    band and uplink frequencies in the 47.2-50.2 GHz band. GE Americom
    also seeks to operate 500 MHz within the extended Ku-band, using
    downlink frequencies in the 10.7-10.95 GHz, 11.20-11.45 GHz, and
    uplink frequencies in the 12.75-13.25 GHz bands.

[^20]: *Transfer Application* at 8-9. Nahuelsat provides service
    primarily to Latin American countries. Prior to exercising its
    option to sell 23 percent of Nahuelsat in July 2001, the GE Americom
    affiliate held 51.75 percent.

[^21]: ^?^ *Transfer Application* at 9. Americom Asia-Pacific (AAP),
    headquartered in Singapore, is a 50/50 joint venture company of
    Lockheed Martin Global Telecommunications and GE Americom. AAP
    provides high-powered capacity and advanced services to Internet
    companies and their customers, programmers, and telecommunications
    carriers throughout the Asia-Pacific region.

[^22]: ^?^ *Transfer Application* at 9. Sirius 2 is owned by Nordiska
    Satellitaktiebolaget, Nordic Satellite, AB (NSAB) and provides
    service to Scandinavian countries, the Baltic states, Poland, and
    Russia. Capacity on the satellite is marketed in Europe under GE-1E.
    *See also infra* note 33.

[^23]: ^?^ *Transfer Application* at 9.

[^24]: ^?^ The Commission approved the transfer of Columbia's
    authorizations to GE Americom in June 2000. *See* GE American
    Communications, Inc., CCC Merger Sub, Inc., and Columbia
    Communications Corporation, Application for Consent to Transfer of
    Space Station and Earth Station Licenses of Columbia Communication
    Corporation, *Order and Authorization,* 15 FCC Rcd 11590 (2000) (*GE
    Americom/Columbia Order*).

[^25]: ^?^ Columbia Communications Corporation, *Memorandum Opinion,
    Order and Authorization*, 13 FCC Rcd 17772 (1998). Columbia holds
    authority to operate the Columbia 515 at 37.7° W.L. in the
    conventional C-band. Columbia has also been granted temporary
    authority to provide Ku-band service in the Southern Hemisphere
    using the downlink frequency bands of 11.7-11.95 GHz in ITU Region 2
    and 12.5-12.75 GHz in ITU Region 1, and the uplink frequency band of
    14.0-14.5 GHz in both Regions. *See* Columbia Communications
    Corporation, *Memorandum Opinion and Order*, DA 01-1426 (June 19,
    2001). An application seeking a replacement for Columbia 515 is
    currently pending. *See* Application for Authorization to Launch and
    Operate a C-band Replacement Satellite at 37.5° W.L., File No.
    SAT-LOA-20000407-00080, filed April 7, 2000.

[^26]: ^?^ Columbia Communications Corporation, *Order*, 11 FCC Rcd 8639
    (1996). Columbia has regular authority to lease C-band capacity on
    NASA's TDRS-6 satellite until the Columbia satellite licensed to
    that location is launched. *See* Columbia Communications
    Corporation, *Order and Order on Reconsideration*, DA 01-1241 (May
    22, 2001). *See also infra* note 27.

[^27]: Columbia Communications Corporation, *Order and Authorization*,
    14 FCC Rcd 3318 (1999). Columbia is authorized to launch and operate
    a geostationary satellite at 47° W.L. to provide services in the
    conventional C-band, and in the extended C-band using uplink
    frequencies of 6.425-6.725 GHz and downlink frequencies of 3.4-3.7
    GHz. (This satellite will replace Columbia's use of transponders on
    TDRS-6.) Columbia is also authorized to launch and operate a
    geostationary satellite at 172° E.L. to provide services in the
    conventional C-band; the extended C-band using uplink frequencies of
    6.425-6.725 GHz and the downlink frequencies of 3.4-3.7 GHz; and the
    Ku-band using uplink frequencies of 14.0-14.5 GHz and the downlink
    frequencies of 11.7-12.2 GHz in Region 2, and downlink frequency
    bands of 10.95-11.2 GHz, 11.45-11.7 GHz, and 12.25-12.75 GHz in
    Region 3. Both authorizations require that Columbia not permit any
    earth station in the United States and its possessions to operate
    with these satellites in the 3.4-3.6 GHz frequency band and requires
    that Columbia inform customers and operators in foreign territories
    using this band of the potential for interference from U.S.
    Government operations worldwide. For frequencies in the 3.6-3.7 GHz
    band in the United States, Columbia is subject to compliance with
    applicable rules, *e.g*., footnotes US245, US348 and NG169 to the
    U.S. Table of Frequency Allocations. *See* 47 C.F.R.§ 2.106.

[^28]: Columbia Communications Corporation, *Memorandum Opinion, Order
    and Authorization*, 7 FCC Rcd 122 (1991). Columbia has authority to
    provide service in the conventional C-band on NASA's TDRS-5
    satellite. Columbia also has authority to launch and operate a
    replacement satellite for the TDRS-5 satellite at 174.3° W.L. using
    the conventional C-band frequencies in the United States and
    extended C-band frequencies elsewhere. Columbia may transmit in the
    frequency band 3.4-3.6 GHz to earth stations in foreign territories,
    but must inform customers receiving such downlink transmissions of
    the potential for interference from U.S. Government operations
    worldwide. Columbia is not authorized to transmit in the frequency
    band 3.4-3.6 GHz to any earth station in the United States. *See*
    Columbia Communications Corporation, *Order and Authorization*, 16
    FCC Rcd 4725 (2001).

[^29]: According to the Applicants, SES, SES Global, GE Sub-22, and CFE,
    Inc. entered into a Business Combination Agreement, dated March 27,
    2001, and related agreements, pursuant to which SES Global is to
    hold indirectly 100 percent of the Americom Licenses, and is to
    become the parent company of SES conditioned upon approval by
    shareholders representing 80 percent of the voting rights of SES.
    *See* *Transfer Application* at 10. *See infra* para. 12.

[^30]: ^?^ *Transfer Application* at 4, 10.

[^31]: ^?^ *Id.* at 5-6.

[^32]: ^?^ *Id.* at 6. Of these, one will be located at 23.5º E.L., one
    at 19.2º E.L., and one at 28.2º E.L.

[^33]: ^?^ *Id. See also* \<www.nsab.se.\> NSAB is owned 50 percent by
    SES and 50 percent by Swedish Space Corporation, a state-owned
    limited company with operations in Stockholm and Kiruna, Sweden.
    NSAB operates three geostationary satellites, SIRIUS 1, SIRIUS 2,
    and SIRIUS W, at the 5º E.L. and 13º W.L. orbital locations,
    providing VSAT, audiovisual, multimedia, and other
    telecommunications services in Scandinavia, the Baltic states,
    Poland, and western Russia.

[^34]: ^?^ *Transfer Application* at 6. *See also* \<www.asiasat.com.\>
    AsiaSat's two major shareholders are China International Trust and
    Investment Corporation (CITIC) and SES. AsiaSat has three
    operational satellites: AsiaSat, located at 122º E.L.; AsiaSat 2,
    located at 105.5º E.L.; and AsiaSat 3S located at 100.5º E.L. In the
    first half of 2002, AsiaSat plans to launch AsiaSat 4, to the
    orbital location presently occupied by AsiaSat 1. AsiaSat 4 will
    offer extensive C-band coverage across the Asia Pacific region and
    focused Ku-band service in selected areas.

[^35]: ^?^ *Transfer Application* at 6-7. *See also*
    \<www.starone.com.br\>. Star One is based in Rio de Janeiro, Brazil
    and is owned by Embratel (approximately 80 percent ownership
    interest) and SES/Astra (approximately 20 percent ownership
    interest). The controlling shareholder of Embratel is Embratel
    Participações S.A., created in May 1998 as a result of the
    privatization of Telebrás. The controlling shareholder of Embratel
    Participações SA is WorldCom, Inc., a U.S. company incorporated in
    Georgia and headquartered Mississippi. WorldCom operates in more
    than 65 countries, providing facilities-based and fully integrated
    local, long distance, international, and Internet services.

[^36]: ^?^ Star One operates the Brasilsat fleet of satellites over
    Latin America providing audiovisual broadcasts primarily to
    customers in Brazil. Star One is currently planning to provide
    broadband Internet services via satellite to all areas in Latin
    America. *Id*.

[^37]: ^?^ *Transfer Application* at 6.

[^38]: ^?^ *Id.*

[^39]: *Id.* at 10.

[^40]: *Id.* To accomplish the acquisition of GE Sub-22, SES Global will
    create a Delaware subsidiary corporation, which will be merged with
    and into GE Sub-22, with GE Sub-22 surviving.

[^41]: *Id*. The consideration payable under the Business Combination
    Agreement is subject to adjustment at closing, based upon the
    weighted average trading price of SES shares immediately prior to
    closing. In addition, SES Global may elect at closing to increase
    the portion of the consideration paid in SES Global shares. *Id.* at
    10-11, n. 21.

[^42]: ^?^ *Id.* at 10.

[^43]: ^?^ *Id*. Under the Business Combination Agreement, SES Global
    will become the parent company of SES. Shareholders holding a
    minimum of 80 percent of the voting interest of SES must exchange
    their shares in SES for equivalent shares of SES Global in order for
    the transaction to proceed.

[^44]: ^?^ *Id.* at 4. SES Global will issues Class A, B, and C shares.
    As noted in the *Transfer Application*, the percentage interests of
    Class A and Class C shareholders are based on the assumption that
    SES Global will offer for sale approximately 7.5-8 percent of its
    equity in a U.S. public offering. If the public offering does not
    occur, the percentage interests of Class A and Class C shareholders
    will increase. *Id.* at n. 4.

[^45]: ^?^ *Id.* at 5. The combined Luxembourg interests will hold all
    Class B shares.

[^46]: *Id.* at 4, n. 6. Deutsche Telekom is expected to be the largest
    shareholder of Class A shares. It currently holds a 20.83 percent
    equity and 16.67 percent voting interest in SES Astra, so its
    interest will be diluted by the transaction.

[^47]: *Id.* at 4-5. The Class A shares not held by Deutsche Telekom are
    expected to be held by certain institutions and by the public in the
    form of depositary receipts or shares traded on the Luxembourg and
    Frankfurt Stock Exchanges. It is also anticipated that shares will
    be traded on the New York Stock Exchange.

[^48]: *Id.* at 4, n. 5. GE Capital will hold all of the Class C shares
    with minor exceptions.

[^49]: *Id.* at 4, 5. Following the proposed transaction, GE Capital
    will own approximately 15.4 million Class C shares; Deutche Telekom
    will own approximately 7.8 million Class A shares; SNCI will own
    approximately 7.8 million Class B shares; BCEE will own
    approximately 7.8 million Class B shares; and the State of
    Luxembourg will own approximately 1.1 million Class B shares. *See*
    Ownership Disclosure Information Form, FCC Form 602, filed in
    conjunction with the *Transfer Application*. In addition, SES Global
    will publicly offer shares on two foreign exchanges and may also
    make a U.S. public offering. *Id.* at 4.

[^50]: ^?^ *Id.* at 5.

[^51]: *Id*. at 13-19.

[^52]: *Id.* at 13. The Applicants state that as providers of integrated
    global satellite services, they will directly compete with companies
    such as INTELSAT, New Skies, PanAmSat, and Loral.

[^53]: *Id.* at 14. The Applicants state that the combined operations
    will provide SES Global with a global presence which is necessary
    for the anticipated future demand for global connectivity for new
    broadband multimedia and Internet data services. *Id.* at 15.

[^54]: *Id.* at 16-19.

[^55]: 47 U.S.C. §§ 214(a) and 310(d).

[^56]: 47 U.S.C. §§ 310(a), (b)(1)-(4).

[^57]: *See e.g*., Application of VoiceStream Wireless Corporation,
    Powertel, Inc., Transferors, and Deutsche Telekom AG, Transferee,
    for Consent to Transfer Control of Licenses and Authorizations
    Pursuant to Sections 214 and 310(d) of the Communications Act and
    for Declaratory Ruling Pursuant to Section 310 of the Communications
    Act, *Memorandum Opinion and Order*, 16 FCC Rcd 9779, 9789 (2001)
    (*VoiceStream/Deutsche Telekom Order*). *See* *also* AT&T Corp.,
    British Telecommunications, plc, VLT Co. L.L.C., Violet License Co.
    LLC, and TNV \[Bahamas\] Limited Applications For Grant of Section
    214 Authority, Modification of Authorizations and Assignment of
    Licenses in Connection with the Proposed Joint Venture Between AT&T
    Corp. and British Telecommunications, plc, FCC 99-313, *Memorandum
    Opinion and Order*, 14 FCC Rcd 19140, 19147 (1999) (*AT&T/BT
    Order*).

[^58]: *See e.g., AT&T/BT Order*, 14 FCC Rcd at 19148.

[^59]: ^?^ *See e.g.*, *VoiceStream/Deutsche Telekom Order,* 16 FCC Rcd
    at 9789.

[^60]: *See* Rules and Policies on Foreign Participation in the U.S.
    Telecommunications Market, *Report and Order and Order on
    Reconsideration*, 12 FCC Rcd 23891, 23919-21 (1997) (*Foreign
    Participation Order*); *Order on Reconsideration*, 15 FCC Rcd 18158
    (2000). *See also* Amendment of the Commission\'s Regulatory
    Policies to Allow Non-U.S. Licensed Satellites Providing Domestic
    and International Service in the United States, *Report and Order*,
    12 FCC Rcd 24094, 24170 (1997) (*DISCO II Order*).

[^61]: *See e.g., VoiceStream/Deutsche Telekom Order*, 16 FCC Rcd at
    9790.

[^62]: *Id*.

[^63]: Section 308 requires that applicants for Commission licenses set
    forth such facts as the Commission may require as to citizenship,
    character, and financial, technical, and other qualifications. *See*
    47 U.S.C § 308. Our rules implementing the provisions of Section 308
    regarding an applicant's qualifications to hold Commission licenses
    are set forth in Parts 25 and 101. *See* 47 C.F.R. Part 25, Part
    101.

[^64]: With respect to foreign eligibility requirements, *see infra*
    Section III. C.

[^65]: *See* 47 U.S.C. §§ 310(a), 310(b)(1) and (b)(2). Specifically,
    Section 310(a) prohibits foreign governments and their
    representatives from holding any U.S. license, while Sections
    310(b)(1)-(b)(2) prohibit aliens and their representatives and
    foreign corporations from holding any broadcast, common carrier,
    aeronautical fixed or en route license.

[^66]: ^?^ *Transfer Application* at 7, 10.

[^67]: *Id.* at 4-5.

[^68]: ^?^ *VoiceStream/Deutsche Telekom Order*, 16 FCC Rcd at 9808,
    n.142 (noting that Section 310(a) was not intended to govern matters
    specifically addressed by Section 310(b)(4), but reserving the right
    to consider under Section 310(a) a variety of issues related to *de
    facto* control in factual settings that do not implicate the
    provisions of Section 310(b)(4)).

[^69]: ^?^ In addition, because the proposed transaction does not
    involve direct foreign ownership of GE Americom, it does not trigger
    Section 310(b)(3) of the Act which places a 20 percent limit on
    direct alien, foreign corporate, or foreign government ownership of
    entities that hold common carrier, broadcast and aeronautical fixed
    or en route Title III licenses. *See* 47 U.S.C. § 310(b)(3).

[^70]: ^?^ *Transfer Application* at 20.

[^71]: ^?^ *See supra* note 1.

[^72]: *See* Letter from W. J. "Billy" Tauzin, Chairman, Committee on
    Energy and Commerce, U.S. House of Representatives, to The Honorable
    Michael K. Powell, Chairman, Federal Communications Commission,
    August 29, 2001 (*Representative Tauzin Letter*).

[^73]: *Representative Tauzin Letter* at 2.

[^74]: ^?^ In the *Deutsche Telekom* proceeding, the transfer of control
    of licenses from VoiceStream and Powertel to Deutsche Telekom
    resulted in indirect foreign and government ownership of common
    carrier wireless licensees. *See* *VoiceStream/Deutsche Telekom
    Order*, 16 FCC Rcd at 9800-01.

[^75]: *Id.* at 9800.

[^76]: *Id.* at 9804-05 (explaining the rationale for declining to adopt
    the view that Section 310(a) is an absolute prohibition against any
    indirect control by a foreign government or its representatives as
    well as the argument that the plain language of Section 310(a) only
    prohibits a government or its representative from actually holding a
    license in its own name).

[^77]: *Id.* at 9809.

[^78]: ^?^ We note that Section 310(b)(4) governs only common carrier,
    broadcast, and aeronautical en route or fixed radio licenses.
    Therefore, we do not consider the proposed transfer of non-common
    carrier licenses, other than aeronautical licenses, under Section
    310(b)(4). There is no evidence in the record that raises national
    security concerns (*see infra* Section III. F), and we have
    determined that the proposed transaction does not pose risks to
    competition in the United States (*see infra* Sections III. D and
    E). Further, under Section 310(b)(4), we have made a public interest
    determination for the common carrier licenses (*see infra* paras.
    30-41). These findings, we believe, collectively suffice to resolve
    any public interest implications, outside our review under
    310(b)(4), to the extent there are any, for the non-common carrier
    licenses.

[^79]: *See infra* paras. 43-49, and 52.

[^80]: 47 U.S.C. § 310(b)(4).

[^81]: ^?^ *See Foreign Participation Order*, 12 FCC Rcd at 23896,
    23913, and 23940.

[^82]: ^?^ *Id.*

[^83]: *Id.* at 23914, para. 52.

[^84]: ^?^ *Id.* at 23941, para. 116.

[^85]: *Transfer Application* at 4.

[^86]: ^?^ *Id.* at 4. GE Capital, a U.S. corporation, will be the
    largest single shareholder of SES Global, holding 25.1 percent of
    the equity interest and 20.1 percent of the voting interest.

[^87]: *Id.* at 4-5.

[^88]: ^?^ *Id.* at 4.

[^89]: ^?^ Assuming *arguendo* that the German government's interest in
    Deutsche Telekom constitutes *de facto* control, an issue we need
    not decide, the German government would have a 5.67 percent equity
    interest in SES Global (based on attributing Deutsche Telekom's
    entire interest in SES Global to the German government). *See* BBC
    License Subsidiary, L.P*.*, *Memorandum Opinion and Order*, 10 FCC
    Rcd 10968, 10973-74 (1995). *See also VoiceStream/Deutsche Telekom
    Order*, 16 FCC Rcd at 9815 (finding that the Commission need not
    decide the issue of whether the German government interest in
    Deutsche Telekom is controlling).

[^90]: ^?^ *Transfer Application* at 4-5.

[^91]: ^?^ *Id.* at 5.

[^92]: ^?^ *Id.*

[^93]: ^?^ *Id.* The percentage ownership interests in SES Global are
    based on the assumption that SES Global will offer for sale
    approximately 7.5-8 percent of its equity in a U.S. public offering.
    If the public offering does not occur, GE Capital's ownership
    interest and the interest of the other SES Global shareholders
    (other than the Class B Shareholders) will increase. *Id.* at 4, n.
    4. We note that the foreign ownership ruling herein permits GE
    Americom to accept up to and including an additional 25 percent
    indirect foreign ownership from various identified entities, which
    should provide considerable flexibility in the event that foreign
    ownership levels are higher because a public offering does not occur
    as anticipated. *See infra* para. 42.

[^94]: Specifically, in determining a foreign entity's home market for
    purposes of the public interest determination under Section
    310(b)(4), the Commission will identify and balance the following
    factors: (1) the country of its incorporation, organization or
    charter; (2) the nationality of all investment principals, officers,
    and directors; (3) the country in which its world headquarters is
    located; (4) the country in which the majority of its tangible
    property, including production, transmission, billing, information,
    and control facilities, is located; and (5) the country from which
    it derives the greatest sales and revenues from its operations*. See
    Foreign Participation Order*, 12 FCC Rcd at 23941, para. 116 (citing
    Market Entry and Regulation of Foreign-Affiliated Entities, *Report
    and Order*, 11 FCC Rcd 3873, 3951, para. 207 (1995)); *see also*
    DiGiPH PCS, Inc. and Eliska Wireless Ventures License Subsidiary I,
    L.L.C., *Memorandum Opinion and Order*, 15 FCC Rcd 24501, 24506-07
    (2000) (citing Global Crossing Ltd. and Frontier Corporation,
    *Memorandum Opinion and Order*, 14 FCC Rcd 15911, 15918-19 (1999)
    (applying the five-factor "principal place of business" test)).

[^95]: Applicants' demonstration is supported by reference to publicly
    available documents as well as a certified statement provided for
    the record by Roland Jaeger, the Chairman of the Board of Directors
    of SES Global. *See SES Global September 12 Letter,* *supra* note
    13, at 1-3.

[^96]: *See SES Global September 12 Letter* at 2, and attached
    Certificate of SES Global S.A.

[^97]: *Id.*

[^98]: *See supra* paras. 13 and 26.

[^99]: *SES Global September 12 Letter* at 2, and attached Certificate
    of SES Global S.A.

[^100]: *Id.*

[^101]: *Id.* at 2; *Transfer Application* at 5.

[^102]: *SES Global September 12 Letter* at 3 (citing
    \<www.snci.lu/instruments\>).

[^103]: *Id*. (citing Thomas Bank Directory, World: J-Z, p. 2627
    (June-November 2001)).

[^104]: *Id*. (citing April 26, 2001 Press Release at
    \<[www.gouvernement.lu/gouv/fr/act/0104/26snci/26snci.html](http://www.gouvernmement.lu/gouv/fr/act/ 0104/26snci/26snci.html)\>).

[^105]: *Id*. (citing Banque et Caisse d'Epargne de l'Etat, as published
    in The Banker's Almanac, c. 2000, Reed Business Information Ltd.,
    available at Lexis/Nexis, Company Library, All Company File).

[^106]: *Id*. (citing \<www.bank.lu/html-en/banks/id.list\>).

[^107]: *Id*., and attached Certificate of SES Global S.A.

[^108]: *See* *VoiceStream/Deutsche Telekom Order*, 16 FCC Rcd at 9789,
    9810, 9818, paras. 18, 51, 66 (applying to Deutsche Telekom's
    proposed acquisition of VoiceStream the rebuttable presumption,
    adopted in the *Foreign Participation Order*, that competitive
    concerns are not raised by common carrier wireless applications that
    propose indirect ownership by entities from WTO Members).

[^109]: *Representative Tauzin Letter* at 2.

[^110]: We note that the United States' market-opening commitments in
    the WTO Basic Telecom Agreement do not cover Direct-to-Home (DTH),
    Direct Broadcast Satellite (DBS), and Digital Audio Radio Service
    (DARS), (*DISCO II Order*, 12 FCC Rcd at 24104), and the rebuttable
    presumption in favor of foreign entry does not apply to these
    services. Our review in this case does not encompass these services
    -- the transferors do not provide such services (*supra* note 13)
    and the Applicant's have not requested such authorization. SES
    Global is therefore not authorized to provide these services to,
    from, or within the United States without first obtaining further
    Commission authorization.

[^111]: *Representative Tauzin Letter* at 2.

[^112]: *VoiceStream/Deutsche Telekom Order*, 16 FCC Rcd at 9813.

[^113]: Letter from Phillip L. Spector and Laura B. Sherman, Attorneys
    for SES Global, S.A. to Magalie Roman Salas, Secretary, Federal
    Communications Commission, September 17, 2001 (*SES Global September
    17 Letter*) at 5.

[^114]: *SES Global September 12 Letter* at 3. The Applicants further
    represent that the role of the Luxembourg government as the
    licensing authority for the orbital positions and associated
    frequencies held by SES Global's subsidiary, SES, is similar to the
    role of the FCC as a licensing authority, noting that both the FCC
    and Luxembourg government must approve direct and indirect transfers
    of control in a satellite licensee. *Id.* As the licensing
    authority, the Luxembourg government also has the right to
    participate in SES Global's shareholder and Board of Directors
    meetings, but has no voting rights. *Id.*

[^115]: Specifically, the vote of more than two thirds of the SES Global
    shareholders is required to (i) elect new directors; (ii) determine
    the directors' terms of office, number and remuneration; and (iii)
    amend the Articles of Incorporation. *SES Global Articles of
    Incorporation*, Articles 23 and 24. The vote of more than two thirds
    of SES Global directors is required to (i) issue shares within the
    authorized capital; (ii) elect the Chairman of the Board; and (iii)
    for certain transfers of shares of SES Global. *SES Global Articles
    of Incorporation*, Article 12.

[^116]: *SES Global September 17 Letter*, Declaration of Roland Jaeger,
    Director and Chairman of the Board of SES Global S.A.

[^117]: *Id.*

[^118]: *Id. See also* *SES Global Articles of Incorporation*, Article
    12*.*

[^119]: *SES Global September 17 Letter* at 4.

[^120]: *Id.* at 5 (citing Request of MCI Communications Corporation,
    British Telecommunications plc, Joint Petition for Declaratory
    Ruling Concerning Section 310(b)(4) and (d) of the Communications
    Act of 1934, as amended, *Declaratory Ruling and Order*, 9 FCC Rcd
    3960, 3962 (1994)).

[^121]: *Id.* at 6.

[^122]: *VoiceStream/Deutsche Telekom Order*, 16 FCC Rcd at 9815, para.
    59 (citing In re Application of Ellis Thompson Corporation,
    *Memorandum Opinion and Order and Hearing Designation Order*, 9 FCC
    Rcd 7138, 7139 (1994) and In re Application of Baker Creek
    Communications, L.P.*, Memorandum Opinion and Order*, 13 FCC Rcd
    18709, 18715 (1998)).

[^123]: *Foreign Participation Order*, 12 FCC Rcd at 23905-09.

[^124]: *VoiceStream/Deutsche Telekom Order*, 16 FCC Rcd at 9811.

[^125]: *SES Global September 17 Letter* at 3 (noting that SES Global
    will not enjoy any special financial advantages and that the
    Luxembourg government has never guaranteed SES' borrowings).

[^126]: Consolidated Version of the Treaty Establishing the European
    Community, Art. 87(1) (ex Art. 92(1)).

[^127]: *See infra* Sections III. D and E (discussing the competitive
    effects of the transaction and the applicability of dominant carrier
    safeguards).

[^128]: According to a recent report, "satellite operators \[have\]
    booked only 55 percent of their fixed service satellite capacity,
    compared with 68 percent last year." *Communications Daily*,
    September 19, 2001.

[^129]: *See supra* para. 5.

[^130]: *Representative Tauzin Letter* at 2. We note that the GE
    Americom is not itself a supplier of video content. Representative
    Tauzin also states that SES is currently the leading satellite
    distribution company in Europe and enjoys a 79 percent share of the
    European digital satellite television market. *Id.* While we
    recognize that the proposed transaction could potentially affect the
    market power of SES Global in foreign markets, our competitive
    analysis is limited to the impact of the merger on U.S. customers.
    In this case, we do not see how the indirect ownership of GE
    Americom by SES Global would give it additional market power in the
    U.S. market.

[^131]: *See e.g.,* PanAmSat SEC Form 10K, Item 1, Business, and
    http://www.panamsat.com/sat/system.htm; *see also* www.loral.com;
    New Skies Satellites N.V., *Prospectus*, dated October 3, 2000, at
    1.

[^132]: *See* Applications of INTELSAT LLC for Authority to Operate, and
    to Further Construct, Launch and Operate C-band and Ku-band
    Satellites that Form a Global Communications System in Geostationary
    Orbit, *Memorandum Opinion Order and Authorization*, FCC 00-287
    (rel. Aug. 8, 2000), *Order on Reconsideration*, FCC 00-437 (rel.
    Dec. 14, 2000). *See also* In the Matter of the Applications of
    INTELSAT LLC For Authority to Operate, and to Further Construct,
    Launch and Operate C-band and Ku-band Satellites that Form a Global
    Communications System in Geostationary Orbit, *Memorandum Opinion
    Order and Authorization*, FCC 01-181 (rel. May 29, 2001).

[^133]: Originally, \"ALSAT\" was an abbreviation for \"all
    U.S.-licensed satellites.\" Under an ALSAT earth station license, an
    earth station operator providing fixed-satellite service in the
    conventional C- and Ku-bands could access any U.S.-licensed
    satellite without additional Commission action, provided that those
    communications fall within the same technical parameters and
    conditions established in the earth station license. *See* Amendment
    of the Commission\'s Regulatory Policies to Allow Non-U.S. Licensed
    Space Stations to Provide Domestic and International Satellite
    Service in the United States, *First Order on Reconsideration*, 15
    FCC Rcd 7207, 7210-11 (1999) (*DISCO II First Reconsideration
    Order*). The *DISCO II First Reconsideration Order* expanded ALSAT
    earth station licenses to permit ALSAT-designated earth stations to
    access any satellite on the Permitted Space Station List. *Id.* at
    7215-16. *See also* Permitted Space Station List, at
    \<www.fcc.gov/ib/srd/se/premitted.html\>.

[^134]: *See e.g.,* Pegasus Development Corp., Application for Authority
    to Construct, Launch and Operate a Ka-band Satellite System in the
    Fixed Service, *Order and Authorization*, DA 01-1652 (rel. Aug. 3,
    2001); Echostar Satellite Corporation, Application for Authority to
    Construct, Launch and Operate a Ka-band Satellite System in the
    Fixed Service, *Order and Authorization*, DA 01-1684 (rel. Aug. 3,
    2001).

[^135]: *VoiceStream/Deutsche Telekom Order*, 16 FCC Rcd at 9821, para.
    72.

[^136]: Sunk costs are the costs of plant and other investments that
    cannot be recovered by firms that cease operations. Operating costs,
    on the other hand, are the day-to-day costs of serving customers
    that can be terminated by firms that cease operation. The operating
    costs establish an operator's pricing floor, because any price above
    such costs defrays the day-to-day costs of doing business and makes
    at least some contribution to sunk costs, which would be
    unrecoverable if the operator ceased operations.

[^137]: *See infra* Section III. F.

[^138]: ^?^ For this purpose, non-U.S. ownership of GE Capital and
    non-German foreign ownership of Deutsche Telekom would be included
    in the total indirect foreign ownership of GE Americom.

[^139]: *See e.g., VoiceStream/Deutsche Telekom Order*, 16 FCC Rcd at
    9824, 9833 (citing Application of WorldCom, Inc., and MCI
    Communications Corporation for Transfer of Control of MCI
    Communications Corporation to WorldCom, Inc., *Memorandum Opinion
    and Order*, 13 FCC Rcd 18025, 18070-71 (1998) (*MCI/WorldCom
    Order*)). *See also* *MCI/WorldCom Order* at 13 FCC Rcd 18038-39;
    and Lockheed Martin Corporation, COMSAT Government Systems, LLC, and
    COMSAT Corporation, Application 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*, 15 FCC Rcd 22910, 22915 (2000) (*Lockheed/COMSAT
    Order*).

[^140]: Although SES Global's acquisition of SES will not occur until
    the closing of the transaction (and parallel to its acquisition of
    the Americom Licensees), we have considered SES Global's anticipated
    affiliation with SES for purposes of our competitive analysis. *See
    e.g*., *Transfer Application* at 10.

[^141]: SES is based in Luxembourg and provides service in Europe; NSAB
    is based in Sweden and provides service in Scandinavia, the Baltic
    States, Poland and Russia; AsiaSat is based in Hong Kong and
    provides service throughout Asia and the Pacific; StarOne is based
    in Brazil, and provides service in Latin America. *See supra* paras.
    9-10.

[^142]: The Commission has stated that U.S. international services
    comprise all U.S. -billed services, including calls that originate
    in the United States and terminate at a foreign point and calls that
    originate at a foreign point but are billed by a U.S. carrier, such
    as international calling card calls. *See e.g., VoiceStream/Deutsche
    Telekom Order*, 16 FCC Rcd at 9833, n. 283.

[^143]: *See* *Lockheed/COMSAT Order*, 15 FCC Rcd at 22916. *See also*
    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 (1998).

[^144]: Brasilsat A2, which is owned by StarOne, was added to the list
    of non-U.S. licensed satellites authorized to serve the United
    States on January 21, 2001. According to the Application, it is "SES
    Global's understanding that Star One does not today derive any U.S.
    revenues from, or provide transmissions to or from the United States
    via Brasilsat A2 or any other Star One satellite." *Transfer
    Application* at 7.

[^145]: *See* Appendix A, which lists GE Americom's current
    international Section 214 authorizations. Subsequent to the filing
    of the *Transfer Application*, GE Americom relinquished its
    authority to provide service on the U.S.-Luxembourg route effective
    June 26, 2001. *See* *GE Americom June 26 Letter*. *See also supra*
    note 17.

[^146]: *See Foreign Participation Order*, 12 FCC Rcd at 23987,
    23991-99. SES Global is affiliated with Luxembourg PTT, a foreign
    carrier in Luxembourg. *See SES Global August 28 Letter.*

[^147]: *See* 47 C.F.R. § 63.10(a)(3). In the *Foreign Participation
    Order*, the Commission determined that the relevant markets on the
    foreign end of a U.S. international route generally include:
    international transport facilities or services, inter-city
    facilities or services, and local access facilities or services on
    the foreign end of the route. *See Foreign Participation Order*, 12
    FCC Rcd at 23959, n. 312.

[^148]: ^?^ *See* 47 C.F.R. § 63.10(c), (e).

[^149]: ^?^ *See Foreign Participation Order*, 12 FCC Rcd at 23913-14.

[^150]: ^?^ *Id.*

[^151]: ^?^ *Id.* at 23944-45.

[^152]: *See* *Transfer Application*, Attachment E at 6. *See also* *SES
    Global August 28 Letter* (certifying that SES Global is affiliated
    with Luxembourg PTT). We note that because SES Global's ownership
    interest in Star One does not exceed 25 percent, GE Americom would
    not be considered "affiliated" with Star One within the meaning of
    Section 63.09(e) of our rules, 47 C.F.R. § 63.09(e). *See also* 47
    C.F.R. § 63.10(a).

[^153]: ^?^ GE Americom has relinquished its Section 214 authority on
    this route. *See supra* notes 17 and 145.

[^154]: ^?^ As discussed earlier, SES provides satellite communications
    services throughout Europe; AsiaSat provides satellite
    communications services throughout Asia and the Pacific; and NSAB
    provides satellite communications services in Scandinavia, the
    Baltic States, Poland and Russia. *See supra* note 141. The
    Applicants note that not all the countries served by these foreign
    carriers are WTO Member countries. *Transfer Application*,
    Attachment E at 6. *See also* *SES Global August 28 Letter*
    (certifying that these carriers do not control local access
    facilities on the foreign end of any U.S. international route that
    GE Americom is authorized to serve).

[^155]: ^?^ *See supra* Section III. D (discussing the competitive
    effects of the transaction) and *supra* Section III. E (discussing
    the applicability of dominant carrier safeguards).

[^156]: ^?^ GE Americom also provides domestic common carrier service
    within the United States. *See e.g., supra* note 17. In a letter to
    the Federal Bureau of Investigation (FBI), GE Americom provided
    information about its domestic common carrier services, stating that
    "GE Americom provides domestic dedicated private line service via
    satellite, but does not itself provide any domestic switched
    services." *See* *GE/FBI June 4 Letter* at 1. According to GE
    Americom, it "simply provides its customers with access to satellite
    transponders." *Id.* at 2. For domestic common carrier services that
    GE Americom provides via satellite using microwave facilities under
    Title III of the Act, a separate Title II, Section 214(a) public
    interest finding is not necessary.

[^157]: ^?^ *Foreign Participation Order*, 12 FCC Rcd at 23918-21. These
    factors are relevant public interest factors in evaluating
    applications from parties affiliated with foreign entities when
    considering whether to grant or deny Section 214 and Section
    310(b)(4) applications.

[^158]: *Id.* at 23919. *See also* *Disco II Order,* 12 FCC Rcd at
    24170.

[^159]: *GE/FBI June 4 Letter*, *supra* note 10.

[^160]: *GE/FBI June 4 Letter* at 1-3.

[^161]: ^?^ *Id.* at 3.

[^162]: ^?^ *See* Letter from Patrick W. Kelley, Deputy General Counsel,
    U.S. Department of Justice, to Mark R. O'Leary, Senior Vice
    President and General Counsel, GE American Communications, Inc.,
    June 12, 2001.

[^163]: *Transfer Application* at 13-19. *See also supra* para. 15.

[^164]: *Public Notice*, Applications Accepted for Filing: Cut-Off
    Established for Additional Space Station Applications and Letters of
    Intent in the 36-51.4 GHz Frequency Band. DA-97-1551, Report No.
    SPB-89 (July 22, 1997).

[^165]: 47 C.F.R. § 25.116(c).

[^166]: 47 C.F.R. § 25.116(b)(3). Section 25.116(b)(3) states that an
    amendment specifying a substantial change in beneficial ownership of
    an applicant that requires an application under Section 310(d) of
    the Act is a major amendment.

[^167]: 47 C.F.R. § 25.116(c)(2).

[^168]: *Transfer Application* at 29-30.

[^169]: ^?^ *See Loral/Orion Order,* 13 FCC Rcd at 4599.

[^170]: ^?^ *See supra* para. 15.

[^171]: *See Loral/Orion Order*, 13 FCC Rcd at 4599, citing Airsignal
    International Inc., 81 FCC 2d 472 (1980).

[^172]: ^?^ 47 C.F.R. § 1.65.