STATEMENT OF
COMMISSIONER MICHAEL J. COPPS, DISSENTING
Re:  In the Matter of Applications for Consent to the Transfer of Control of Licenses, 
XM Satellite Radio Holdings Inc., Transferor, to Sirius Satellite Radio Inc., 
Transferee, MB Docket No. 07-57.
The majoritys own findings provide a compelling case for rejecting this merger:
(1) We must assume that this is a merger to monopoly;1
(2) The merged company will possess the incentive and ability to impose 
monopoly price hikes on consumers;2
(3) Consumers will need protection for the foreseeable future because (a) the 
merged companys incentive and ability to impose monopoly price hikes will 
only grow over time,3 and (b) the emergence of another satellite radio 
competitor is unlikely;4 and
(4) The pricing restrictions imposed on the merged company will expire in three 
years.5  
The inescapable logic of the majoritys findings is that by 2011 satellite radio 
subscribers will face monopoly price hikes by a company with the incentive and ability to 
impose them.6 No one has been able to explain to me how this could possibly serve the 
public interest.7
The majoritys argument is that it can stack up enough conditions on the 
merged entityspectrum set-asides, price controls, manufacturing mandates, etc.to tip 
the scale in favor of approval.  In essence, the majority asserts that satellite radio 
consumers will be better served by a regulated monopoly than by marketplace 
competition.  I thought that debate was settledas did a unanimous Commission in 2002 
when it declined to approve the proposed merger between DirecTV and Echostar:
  
1 See Order at  47-50 (finding that the Commission must presume that satellite radio constitutes a single, 
national product market, and that the proposed merger is a merger to monopoly).
2 Id. at  5, 50.
3 Id. at  54, 104.
4 Id. at  5, 49.
5 Id. at  107.  The majoritys statement that the FCC will review the price cap before the three-year period 
expires is little more than a fig leaf.  It permits the majority to imply that it is not leaving consumers 
completely unprotected in 2011, while leaving all of the difficult decisions to a future Commission.  That 
Commission will scarcely appreciate the Hobsons choice we are bestowing on them:  let the price caps 
expire in the face of a monopoly provider or impose a new system of rate regulation on an industry that has 
never had one in the past.
6 The price cap adopted by the majority permits certain costs to be passed through to consumers even 
during the three-year period.  To the extent that occurs, even the three-year price controls could prove 
illusory.
7 None of the remaining conditions address this fundamental consumer harm and I therefore do not address 
them at length.  I would note, however, that many of them are chock-full of holes and/or limitations that 
could render them meaningless. 
In essence, what Applicants propose is that we approve the replacement of viable 
facilities-based competition with regulation. This can hardly be said to be 
consistent with either the Communications Act or with contemporary regulatory 
policy and goals, all of which aim at replacing, wherever possible, the regulatory 
safeguards needed to ensure consumer welfare in communications markets served 
by a single provider, with free market competition, and particularly with facilities-
based competition. Simply stated, the Applicants proposed remedy is the 
antithesis of the 1996 Acts pro-competitive, de-regulatory policy direction.8
That preference for competition is why the Commission has almost never 
permitted a single commercial licensee to hold all of the spectrum allocated to a 
particular service, and why (until today) the Commission required that there always be at 
least two satellite radio licensees.  I understand why the companies would prefer to 
escape the rigors of competition.  What I cannot understand is why the majority thinks 
consumers will be better off without it. 
Some may say that the majority isnt really permitting a merger-to-monopoly 
because satellite radio is part of a larger audio entertainment market that includes iPods, 
terrestrial radio, and a plethora of new technologies that everyone knows are just 
around the corner.  But that is not the majoritys position.  The majority finds that no one 
has proved that the relevant product market includes anything other than satellite radio 
and that competitive entry is unlikely for the foreseeable future.  So the majority itself 
takes the argument away.
Others may say that whether the combined entity is a monopoly is beside the 
point because one or both of them would not survive anywayso theres no harm in 
letting them merge.  But the merging companies do not seek approval on the basis of 
financial distress and the majority makes no findings in that regard.  So this claim is not 
before us.  I have said many times that I am willing to consider mergers where financial 
viability is at stake.  But thats not this merger.  We must assume that the marketplace 
can support two financially viable competitors.
I have said from the outset that approving this merger would be a steep climb for 
me.  It proved to be just that.  In the end, after cutting through all the heat and noise and 
lobbying this proceeding has generated, we are left with the unshakable reality of a 
merger-to-monopoly in a market that could sustain competition.  I can find no precedent 
or public interest justification for that outcome.  I dissent.
  
8 Application of EchoStar Communications Corporation, General Motors Corporation, and Hughes 
Electronics Corporation; and EchoStar Communications Corporation, 17 FCC Rcd 20559, 20665 (2002).