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                           Before the
               Federal Communications Commission
                    Washington, D.C.  20554
In re Applications of                  )
                                        )
Motorola, Inc.; Motorola SMR, Inc.; and                               )              DA 00-2352
Motorola Communications and Electronics, Inc.                        )
Assignors;                              )              File Nos. 0000224876
                                        )                        0000224877
                                        )                        0000224878
and                                    )
                                       )
                                        )
FCI 900, Inc.                          )
Assignee,                              )
                                        )
                                        )
For Consent to Assignment of 900 MHz         )
Specialized Mobile Radio Licenses      )
                             ORDER
Adopted: April 16, 2001                            Released: April 17, 2001
By the Chief, Wireless Telecommunications Bureau:
                       TABLE OF CONTENTS
                                                      Paragraph
I. INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
II. BACKGROUND . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
III. Discussion. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
     A.   Statutory Authority . . . . . . . . . . . . . . . . . . . .6
     B.   Qualifications. . . . . . . . . . . . . . . . . . . . . . .7
     C.   Public Interest Impacts . . . . . . . . . . . . . . . . . .9
               1.                                           Competitive Framework . . . . . . 9
               2.                                           Relevant Markets. . . . . . 11
                    a.                                      Product Markets. . . . . . .11
                    b.                                      Geographic Markets . . . . .25
               3.                                           Market Analysis . . . . . . 26
                    a.                                      Interconnected Mobile Voice Services . . . . . .26
                    b.                                      Trunked Dispatch Services. . . . . . .27
                         i.                                 Urban Markets . . . . .27
                         ii.                                Rural Markets . . . . .34
               4.                                           Analysis of Public Interest Benefits. . . . . . 35
     D.   Roaming . . . . . . . . . . . . . . . . . . . . . . . . . 37
     E.   Conclusion. . . . . . . . . . . . . . . . . . . . . . . . 38
IV. Ordering clauses . . . . . . . . . . . . . . . . . . . . . . . .39
                        I.  INTRODUCTION
 1.  In this Order, we grant the above-referenced applications to assign various 900 MHz
Specialized Mobile Radio ("SMR") licenses from Motorola, Inc., Motorola SMR, Inc., and
Motorola Communications and Electronics, Inc. (collectively, "Motorola") to FCI 900, Inc. ("FCI
900"), a subsidiary of Nextel Communications, Inc. ("Nextel").  We deny the request of
Southern LINC ("Southern") that we deny these assignments.
                        II.  BACKGROUND
 1.  On September 25, 2000, pursuant to section 310(d) of the Communications Act of 1934,
as amended ("the Communications Act"), Motorola and Nextel filed applications seeking
Commission consent for Motorola to assign 59 900 MHz SMR licenses to Nextel.  Nextel has a
nationwide licensed-area footprint, and is the largest service provider using SMR frequencies,
with approximately 6.7 million subscribers in the United States at the end of 2000.  Nextel uses
its facilities in the 900 MHz band for analog dispatch service.  However, the vast majority of
Nextel's subscribers purchase any of a variety of services over a digital, wide-area SMR network
using Nextel's 800 MHz SMR licenses, provided by Nextel on a single handset.  On this handset,
Nextel offers a bundled service that provides a customer with interconnected mobile voice along
with trunked dispatch service (marketed under the brand name "Direct Connect ") that allows
instant, real-time conferencing on a one-to-one or one-to-many basis.  Customers can also
subscribe to other optional services, including paging, text/numeric messaging, and wireless
Internet access.  In addition to its 800 MHz and 900 MHz SMR holdings, Nextel holds licenses
in the 220 MHz band and Guard Band manager licenses in the 700 MHz band.  Nextel also has
an attributable interest in Nextel Partners, Inc., which provides digital wireless communications
services on its own 800 MHz SMR frequencies in mid-sized and smaller markets throughout the
United States.
      1.  Motorola is the sole supplier of Nextel's wide-area SMR handsets and owns
approximately 15 percent of Nextel.  Motorola provides the iDEN infrastructure and subscriber
unit equipment used throughout Nextel's domestic markets and most of its international markets.
Nextel works closely with Motorola to improve existing products and develop new technologies.  In
urban markets, Motorola, like Nextel, uses its 900 MHz SMR facilities to provide analog, non-
interconnected dispatch services.  In non-urban markets, Motorola has not yet built out its 900 MHz
systems.
      2.  On October 19, 2000, by delegated authority, the Wireless Telecommunications
Bureau ("Bureau") issued a Public Notice to announce that the applications for consent to assign
licenses to Nextel had been accepted for filing and to establish a pleading cycle to enable interested
parties to comment on the proposed transaction.  In response to this Public Notice, Southern filed
comments requesting that we deny the Applications.
                        II.  Discussion
 1.  As explained below, we find that the assignment of the licenses to Nextel does not pose
an undue risk of harm to competition in U.S. telecommunications markets.  In addition, we find
that these assignments should result in certain public benefits.  Accordingly, we conclude that,
pursuant to section 310(d) of the Communications Act, grant of the pending requests for
assignment of the licenses to FCI 900 would serve the public interest.  Hence, we deny the
Southern Petition and grant the specified applications.
     A.   Statutory Authority
 1.  Pursuant to Section 310(d) of the Communications Act, the Commission must determine
whether the proposed assignment will serve the public interest, convenience, and necessity.  Section
310(d) further requires that we consider the applications as if the proposed assignee were applying for
the licenses directly under section 308.  Thus, we must examine Nextel's qualifications to hold
licenses.  In discharging these statutory responsibilities, we weigh the potential public interest harms
of the proposed transactions against the potential public interest benefits to ensure that, on balance,
the assignments serve the public interest and convenience.
     A.   Qualifications
 1.  In evaluating assignment and transfer applications under section 310(d) of the
Communications Act, we generally do not re-evaluate the qualifications of the assignor or transferor
unless issues related to their basic qualifications have been designated for hearing by the Commission
or have been sufficiently raised in petitions to warrant the designation of a hearing.  In this case,
Southern has not challenged the basic qualifications of Motorola.
 1.  By contrast, as a regular part of our analysis, we determine whether the proposed
assignee is qualified to hold a Commission license.  Because Southern has not challenged the basic
qualifications of Nextel, and because we have determined in prior proceedings that Nextel is qualified
to hold Commission licenses, we see no reason to conclude otherwise here.
     B.   Public Interest Impacts
               1.   Competitive Framework
 1.  Southern contends that the overall effect of this transaction will be to decrease competition in
a trunked dispatch market such that approval of these applications is not in the public interest.  To
analyze Southern's claims, we first determine the markets potentially affected by the proposed
transaction.  Second, we assess the effects that the transaction may have on competition in these
markets.  Third, we consider whether the proposed transaction will result in transaction-specific
public interest benefits.  Ultimately, we must weigh any harmful and beneficial effects to determine
whether, on balance, the transaction is likely to enhance competition in the relevant markets.
      1.  In transactions involving the acquisition and aggregation of SMR spectrum through
assignment or transfer of control of licenses, we focus our competitive analysis initially on whether
the combination complies with our commercial mobile radio service ("CMRS") spectrum aggregation
rule.  Because, after this transaction, Nextel will hold only SMR spectrum, it is attributed with no
more than 10 MHz in every market, which does not exceed the limit.  Southern alleges that the
transaction will result in undue harm to consumers that is unrelated to compliance with the spectrum
aggregation limit.  Therefore, we analyze Southern's allegations of the competitive effect of the
transaction.
               1.   Relevant Markets
                    a.   Product Markets
 1.  In evaluating the competitive effects of this transaction, the Applicants and Southern employ
significantly different product market definitions.  As discussed further below, Southern would limit
the product market to trunked dispatch services being provided only by SMR operators at 800 MHz
and 900 MHz.  By contrast, the Applicants would employ a product market definition encompassing
all CMRS providers.
      1.  We will analyze this transaction with respect to its effects both on an interconnected
mobile voice market and on a trunked dispatch market.  We include, in this second market, at the very
least, service providers at 800 MHz, 900 MHz, 220 MHz, 217-219 MHz, and 450-470 MHz.  We
find it unnecessary to reach the issue of whether it is appropriate to define a market that includes all
CMRS providers because we conclude that the applications may be granted even assuming narrower
market definitions.  Nonetheless, we also recognize the increasing convergence of CMRS services
and may well adopt a broader market definition in reviewing future transactions.
      2.  As background, we note that customers today may purchase any of a variety of
dispatch services.  The Motorola licenses that are in service involve spectrum and facilities currently
being used to provide analog trunked dispatch service in the 900 MHz frequency band.  The SMR
service was originally created to provide businesses with commercial dispatch service.  "Dispatch" is
commonly understood to refer to service that allows two-way, real-time, push-to-talk voice
communications between mobile units and fixed units, or between two or more mobile units.
Dispatch differs from mobile voice communications offered by personal communications services
("PCS") and cellular carriers because it is generally not interconnected with the public switched
telephone network and allows instant, real-time conferencing with groups, including both one-to-
many and many-to-one communications.  It has been described as "neither an industry nor a distinct
technology," but instead, simply an application that can be provided by various technologies.  The
term "trunked" refers to dispatch offered on systems allowing automatic sharing of multiple radio
channels.  Trunking may be employed either on analog or digital systems, and is more spectrally
efficient than conventional channel use because the ability of equipment to choose one radio channel
among many at the beginning of a call allows less blocking and provides service to more radios per
channel.  Because a trunked system is engineered so that other users wanting a radio channel will not
break in on a channel already in use, it also provides customers a greater degree of privacy than non-
trunked systems.
      3.  Commission policy permits flexible use of 800 and 900 MHz SMR spectrum,
permitting the provision of paging, dispatch, mobile voice, mobile data, facsimile, or combinations of
these services.  Like Motorola, Nextel provides trunked analog dispatch services with its 900 MHz
licenses.  Nextel has applied a digital technology to its 800 MHz frequencies, allowing it to offer a
bundled service on these frequencies that includes interconnected mobile voice, paging, and text
messaging, as well as trunked dispatch communications that allow instant conferencing.  The digital
technology (iDEN) allows Nextel to provide wide-area coverage and a nationwide network.  By
contrast, the analog service being provided on the 900 MHz band consists primarily of localized
instant group communications for small and mid-sized businesses, and is generally offered at lower
prices than digital service.  The 900 MHz frequency band also is well suited technically for the
provision of paging, dispatch, mobile voice, mobile data, or combinations of these services.  Although
technology is not presently available to provide the same digital services available at 800 MHz using
the 900 MHz SMR frequency, Nextel indicates that it is developing a 900 MHz iDEN service with
Motorola that will be integrated into its 800 MHz iDEN system.
 4.  Our prior cases have analyzed similar transfers and assignments with respect to two
product markets: interconnected mobile voice services and trunked dispatch services.  Most recently,
in the Geotek Order,  we stated that the relevant market participants in the interconnected mobile
voice market are firms providing commercially available two-way, mobile voice services that access
the public switched telephone network, such as those provided by cellular companies, PCS providers,
and interconnected trunked SMR carriers, such as Nextel and Southern.  We defined the relevant
market participants in the trunked dispatch market as firms offering, on a commercial basis, both one-
to-one and one-to-many calling services on either analog or digital trunked systems, and noted that
such services were provided primarily by carriers operating at 800 MHz, 900 MHz, and 220 MHz,
and also by qualified private land mobile operators.  The Applications now raise the issue whether
the market definitions employed in our analyses of these earlier transactions are still valid.
      5.  The Applicants and Southern present diametrically opposite views of the product
market.  Southern urges us to limit our analysis to the competitive effects of the acquisition on a
trunked dispatch market, and would confine this market to 800 and 900 MHz SMR licensees, which
is narrower even than our analysis set forth in the Geotek Order.  By contrast, Nextel maintains that
the time has come to broaden our product market analysis significantly in these types of transactions
to the entire CMRS marketplace, which would include all spectrum used for commercial mobile
services.  As explained below, for purposes of analyzing this transaction we do not agree entirely
with either Southern or the Applicants.
      6.  In defining a product market, we generally include firms offering services competing
with those offered by the assignor and assignee.  For the purposes of this transaction, we will
analyze such competition narrowly, and will limit our review to an interconnected mobile voice
market and a trunked dispatch market without foreclosing the possibility that we may adopt an
expanded market definition in a future transaction.  Motorola, the assignor, provides analog trunked
dispatch services with its 900 MHz licenses. In the Pittencrieff Order and the Geotek Order, we
described Nextel's services as straddling both the interconnected mobile voice and trunked dispatch
markets, and this description remains accurate.  Nextel is currently using its 900 MHz licenses to
provide analog trunked dispatch services, but has indicated its intention to convert this spectrum to
digital use so that it may offer additional services on this band.  Therefore, we analyze the
Applications as they affect both interconnected mobile voice and trunked dispatch services markets,
but we do not foreclose the possibility that we may adopt an expanded market definition in reviewing
a future transaction.
      7.  While we examine these Applications in the context of a trunked dispatch market, we
reject, for several reasons, Southern's limited definition of such a market, which would confine our
analysis solely to services being provided at 800 and 900 MHz.  First, trunked dispatch service is now
available on the 220 MHz band in addition to the 800 and 900 MHz bands.  Southern asserts that
the 220 MHz spectrum is not a reasonable alternative to 800 MHz and 900 MHz SMR trunked
dispatch services, arguing that the quality of the spectrum is poor, there is insufficient incentive to
provide service on this frequency, and there is a chronic equipment supply problem.  We disagree.
We have previously found that quality of this spectrum is not a concern.   Further, there is evidence
that entry into a trunked dispatch market using the 220 MHz frequency band is continuing, primarily
in major metropolitan areas. Although growth of this segment has not been as rapid as initially
expected, we believe this is not due to a lack of incentive to provide service on this frequency or a
chronic problem with the spectrum or equipment.  While there is evidence that delivery of equipment
necessary to provide trunked dispatch service at 220 MHz has experienced short-term delays, the pace
of orders placed during 2000 indicates that there is continued demand for such equipment, and we
expect an increase in the provision of trunked dispatch services at 220 MHz as licensees continue to
build out their licensed areas.  Industry analysts also predict that growth will continue.  The present
and anticipated development of the 220 MHz band for the provision of dispatch services therefore
warrants its inclusion in a trunked dispatch market.
      8.  Second, trunked dispatch services currently are being provided on the 217-219 MHz
frequency band, commonly referred to as Automated Maritime Telecommunications System
("AMTS") spectrum.  The Commission in 1997 adopted a rule permitting current AMTS public coast
stations to serve units on land, and land-based service is now becoming available on that spectrum.
Furthermore, the Commission is required to auction additional spectrum at 218-219 MHz by
September 30, 2002.  AMTS signals propagate far inland and, therefore, may be able to serve major
population centers located on or near the coast.   Though the service has certain technical constraints
(i.e., call times may be limited to short duration), AMTS trunked dispatch is a viable alternative for
at least some inland customers.
 9.  Third, some commercial providers in the 450 MHz frequency band offer trunked
dispatch service.  Nextel argues that 450 MHz spectrum should be included in an analysis of a
trunked dispatch market because all 450 MHz licensees are authorized to provide commercial
dispatch service.  While neither the Applicants nor Southern have provided us with specific
information regarding how many 450 MHz systems have been trunked, we note that at least one
industry report notes that migration by Nextel's former 800 MHz trunked dispatch customers has
spurred growth in the 450 MHz band.  Trunked dispatch service has been slow to develop in the 450
MHz band because the band is licensed on a shared basis, meaning that multiple co-channel licenses
may be granted in the same service area.  However, there has been a generally high rate of growth of
dispatch subscribers on 450 MHz systems.  Subscribership increased by 49 percent from 1999 to
2000, reflecting a continued demand for low-priced analog dispatch services.  It is reasonable to
assume that, if there is an increase in demand for trunked dispatch services at 450 MHz, additional
licensees may find it beneficial to trunk their systems.  We therefore find that trunked dispatch service
offered at 450 MHz is a viable substitute for some customers and should be included as part of our
market analysis.
 10. For these reasons, we believe that Southern's proposed product market analysis is too
narrow, and thus we include, at the very least, trunked dispatch services provided at 220 MHz, 217-
219 MHz (land-based AMTS), and 450 MHz in addition to those provided at 800 MHz and 900 MHz
in an analysis of such a product market.
 11. For the following reasons, we do not include group calling plans offered by cellular
and PCS carriers in a trunked dispatch market for purposes of this transaction.  There is evidence
that dispatch-like group services to businesses are emerging in the service offerings of cellular and
PCS carriers, and that some cellular and PCS companies appear to be positioning themselves to
compete specifically with Nextel's Direct Connect  service.  We find that cellular and PCS group
calling and conferencing features may appeal to some customers with dispatch needs, even if these
plans do not offer the same degree of one-to-many functionality found in dispatch services.
However, we do not have information in the record as to the nature of customer dispatch usage to
make a determination regarding the extent to which cellular and PCS group calling plans should be
included in a trunked dispatch market.  We concluded in the Geotek Order, and continue to believe,
that cellular and PCS firms have the ability to increase their presence in a trunked dispatch market
easily and significantly because they hold spectrum licenses, have relevant physical assets in place,
have expertise in wireless technologies and markets, are ongoing businesses with recognizable brand
names, and have adequate capital resources to offer new products and services.  As explained below,
therefore, such group calling plans, even though not in the product market, do place some constraints
on possible exercise of market power by Nextel.
      12. The Applicants would also include services to be provided using the recently
auctioned 700 MHz guard band spectrum in analyzing a trunked dispatch market.  However, none
of the license holders of this spectrum is currently providing service, and Nextel anticipates that it will
not be marketing its own services over this spectrum for 12 to 18 months after it places an order for
equipment.  Furthermore, there are incumbent broadcasters on portions of this spectrum, and current
FCC rules do not require these incumbents to move off the spectrum until December 31, 2006, at the
earliest.  Accordingly, we do not believe that it is appropriate, at this time, to include services
expected to be offered using the 700 MHz guard band spectrum in a trunked dispatch market.
      13. Therefore, we will analyze the assignment of Motorola's 900 MHz licenses to Nextel
for its effects on two separate markets:  (a) interconnected mobile voice and (b) trunked dispatch,
where trunked dispatch includes, at the very least, services provided at 800 MHz, 900 MHz, 220
MHz, 217-219 MHz (land-based AMTS spectrum) and commercial 450 MHz.  We recognize that
these product markets continue to evolve so that the dividing line between these two markets is
becoming less clear, but we need not consider a significantly expanded market definition in this
transaction, because we approve these applications even under the narrower market analysis.
                    a.   Geographic Markets
 1.  Properly defined geographic markets aggregate consumers that face similar choices regarding
vendors of a particular product or service.  There is no dispute regarding Applicants' proposal to
separate the geographic market into urban and rural areas for purposes of analyzing these
Applications.  For an interconnected mobile voice market, urban areas tend to have a greater number
of providers and, therefore, more competition than rural areas because most providers have chosen to
build out urban areas first.  This means that the choices available to urban consumers differ from
those currently available to rural consumers, therefore we agree with the Applicants that urban and
rural areas may be viewed as separate geographic markets for purposes of analyzing the effect of this
transaction on an interconnected mobile voice market.   For trunked dispatch operators, the types of
services that can be supplied economically also tends to vary between urban and rural areas.  In urban
areas, demand has been high relative to available capacity, which has resulted in limited dispatch
service offerings.  In rural areas, by contrast, dispatch service providers do not face capacity
shortages, and therefore, are able to offer a broader range of services (i.e., interconnected mobile
telephony service).   Therefore, dispatch consumers also have available different types of services in
urban and rural areas, and we will analyze this product market also by separate urban and rural
geographic markets.
               1.   Market Analysis
                    a.   Interconnected Mobile Voice Services
 1.  U.S. interconnected mobile voice markets are characterized by six carriers with nationwide or
near nationwide licensed areas: Verizon Wireless, Cingular Wireless, AT&T Wireless, Sprint PCS,
Nextel, and VoiceStream Wireless.  There are also a large number of regional carriers, including
ALLTEL and U.S. Cellular, and medium or smaller regional carriers, such as Southern.  Of the total
U.S. population, 88 percent live in a county where at least three different providers offer
interconnected mobile voice services.  Motorola, however, does not provide interconnected mobile
voice services with its 900 MHz licenses.  Therefore, our competitive analysis of this transaction
yields the identical conclusion in both urban and rural interconnected mobile voice markets.  The
number of significant competitors will not be reduced due to the assignment of these licenses.
Consequently, the assignment of Motorola's licenses to Nextel will not harm competition.  Moreover,
the transaction may have pro-competitive effects in interconnected mobile voice markets.  Although
Nextel is currently not offering interconnected mobile voice services with its 900 MHz licenses in
either urban or rural areas, it has recently indicated that technology to make this possible will soon be
available.  This transaction will increase, by a small amount, the capacity held by Nextel, a firm that
currently has less spectrum than other large rivals providing interconnected mobile voice services,
enabling it to better compete in this product market.  In sum, approval of these applications may
further the development of competition in relevant interconnected mobile voice markets.
                    a.   Trunked Dispatch Services
                    i.   Urban Markets
 1.  We also find that Nextel's acquisition of these licenses will not result in competitive harms to
urban markets for trunked dispatch services.  For the competition analysis in urban areas, Southern
provides calculations suggesting very highly concentrated trunked dispatch markets, while the
Applicants provide calculations suggesting that concentration is not problematic.  As explained
below, while we find the calculations offered by each side are flawed, we believe that the Applicants'
approach is more reasonable.  Even if the Applicants' calculations were adjusted to yield a more
conservative estimate of market concentration, we find that the assignment of the Motorola licenses to
Nextel will not unduly increase concentration or otherwise cause competitive harm in urban markets
because there exist:  (1) a number of alternatives for trunked dispatch service; (2) the potential for
additional entry into this market fostered by recent Commission rule changes; and (3) other
dispatch-like services that we have not included in the market will nonetheless be effective
competitive alternatives for some trunked dispatch consumers.  As explained in more detail below,
we find that all of these factors prevent Nextel from charging supracompetitive prices to customers or
otherwise behaving anticompetitively.
      1.  We first find that Southern's analysis is flawed, yielding an unreasonably high picture
of concentration.  Southern maintains that the trunked dispatch market is already highly concentrated
and will become even more dominated by Nextel should the Commission grant an assignment of
Motorola's licenses.  Southern calculates market concentration at both the national and local levels
using Herfindahl-Hirschman Indices ("HHIs"), and shows very high market concentration for the
top nine urban markets.  Southern's analysis adopts the trunked dispatch market definition from the
Geotek Order, which included trunked dispatch services provided at 800 MHz, 900 MHz, and 220
MHz.  While Southern argues that we should not include the 220 MHz spectrum in the product
market its HHI analysis includes that spectrum making the market appear less concentrated.
Southern's analysis, however, does exclude 800 MHz site licensees, non-SMR 800 MHz licensees
that are providing commercial trunked dispatch service, commercial trunked 450 MHz, and land-
based AMTS at 217-219 MHz.  Essentially, Southern argues that the trunked dispatch market should
be limited to SMR spectrum at 800 and 900 MHz.  Conversely, Southern overstates Nextel's position
by including all of Nextel's 800 MHz spectrum in the trunked dispatch market.  Because this
spectrum is used for both trunked dispatch and interconnected mobile voice services, it is not
appropriate to assign Nextel's 800 MHz capacity entirely to the trunked dispatch market as Southern
urges.  Overall, we believe that Southern's HHI calculations are significantly inflated.
29.  While the Applicants' analysis somewhat understates concentration in a trunked
dispatch market, we find the Applicants' approach in analyzing trunked dispatch market concentration
more defensible than that of Southern.  The Applicants furnish HHI analyses that show a much lower
level of concentration in the top nine urban markets under its trunked dispatch definition.  The
Applicants' analysis shows an unconcentrated trunked dispatch market based on an estimate of
Nextel's and Southern's portion of spectrum that is used for trunked dispatch service, other 800 MHz
and 900 MHz spectrum, 220 MHz spectrum, 450 MHz spectrum, and 700 MHz spectrum.  We
generally agree that their approach on this point is reasonable.  The Applicants' analysis, however,
prematurely assumes that iDEN is available on the 900 MHz band and, consequently, allocates some
portion of Nextel's 900 MHz licenses to an interconnected mobile voice market, when, at this time,
the 900 MHz licenses are only being used to provide trunked dispatch services.  Further, the
Applicants' analysis overstates the spectrum input markets by including the entire 220 MHz spectrum
allocation and the entire 450-470 MHz spectrum allocation, both of which should only be included in
part, and the entire 700 MHz guard band spectrum, which should not be included at all.  On the
other hand, Applicants did not include AMTS spectrum, which would have slightly lowered their
market concentration calculation.
30.  Given our various adjustments to the Applicants' numbers, we conclude that their
overall analysis is more reasonable than that of Southern.  While we believe that the parties' HHI
submissions have limitations as a means of analyzing the proposed transaction, we conclude that the
Applicants' HHI calculations are more convincing than Southern's.  When we apply the same HHI
methodology used by both parties to a trunked dispatch market as we have defined it above, the
result is that six of the affected markets show both pre- and post-transfer HHIs of less than 1000,
indicating no market concentration either before or after the transaction.  The three remaining markets
show pre-and post-assignment HHIs in the 1000 to 1800 range, indicating moderate concentration
levels, but in none of these cases does the HHI index rise by more than 100 as a result of the
transaction, which is the threshold identified in the Revised Horizontal Merger Guidelines as
indicating a significant increase in concentration.  Overall, these results are significantly closer to
those presented by the Applicants than those presented by Southern.
     31.  Based on this conclusion, we proceed to determine the likelihood of entry into a
trunked dispatch market and the existence of services that, while not included in a trunked dispatch
market, nevertheless constrain the potential for Nextel to exercise market power.  With respect to
entry, we expect that, in the relatively near future, there will be additional entry into a trunked
dispatch market.  First, we expect continued growth in service at 220 MHz, 217-219 MHz, and 450
MHz.  Second, current trends indicate that cellular and PCS carriers are offering dispatch-like group
calling services that appear to be encroaching on Nextel's Direct Connect  service.  Third the
Commission recently amended its rules to allow 800 MHz B/ILT licensees to (1) assign or transfer
their spectrum to CMRS licensees for use in CMRS operations, and (2) modify their Private Mobile
Radio Service ("PMRS") licenses to allow CMRS use in their own systems.  Accordingly, existing
private licensees in the 800 MHz band are now permitted to transfer their licenses to commercial
SMR operators.  We conclude that entry from these sources can mitigate any potential for Nextel to
exercise market power in this market.
     32.  Further, we believe that the ability of at least some consumers to use, in the
alternative, traditional dispatch, private dispatch, and data dispatch provides additional constraint
against the ability of Nextel to wield market power.  First, traditional dispatch services are likely to
be viable competitive alternatives for customers who desire inexpensive dispatch service and do not
have privacy concerns.  Second, owning and operating an in-house radio system or private dispatch
system may be a competitive alternative for some large, trunked dispatch consumers.  Third, it
appears that, for some customers, wireless data communications are increasingly becoming a
satisfactory alternative to voice communications for dispatch applications.
     33.  Based on our analysis of the current state of a trunked dispatch market, we believe that
approval of these applications would not result in undue competitive harm in urban markets for
trunked dispatch services.  Given our expectations of near-term and longer-term future entry, we are
satisfied that Nextel will remain constrained from exercising market power.  On the basis of this
record, we do not believe that this assignment will give Nextel the ability to charge supracompetitive
prices or otherwise behave anticompetitively.
                    i.   Rural Markets
34.  Since Motorola generally has not provided dispatch services in rural areas, the
number of competitors in a rural trunked dispatch market will not be reduced due to the assignment of
these licenses.  Furthermore, our general policy is to permit the aggregation of CMRS spectrum and
interests therein up to the limits permitted under the spectrum aggregation rule, provided that such
aggregation neither reduces actual competition nor stymies the development of competition in any
market.  We find no special circumstances here that warrant adopting a different view.
               1.   Analysis of Public Interest Benefits
     35.  Nextel contends that the assignments will result in more efficient use of spectrum by
allowing it:  (1) in the long term, to create a 900 MHz iDEN service that will build on  Nextel's
current 800 MHz iDEN system, and (2) in the nearer term, to use the 900 MHz spectrum to relocate
willing 800 MHz incumbents, thereby freeing additional 800 MHz spectrum for Nextel's existing
iDEN services.  Nextel further states that the assignment will increase competition in the overall
CMRS marketplace by enhancing Nextel's competitiveness by improving its lesser spectrum position
vis-a-vis its CMRS competitors in the United States, and allow it to realize cost and operation
economies similar to those of cellular and PCS providers.
     36.  We agree with Nextel's analysis of the potential public interest benefits of this
transaction.  By creating a 900 MHz iDEN service that will be integrated into Nextel's 800 MHz
iDEN spectrum, Nextel, facilitated by the Commission's flexible use policies, will be in a position
to make the highest valued use of the spectrum.  Also, by deploying iDEN technology on the 900
MHz band, Nextel should be able to better facilitate global roaming for U.S. consumers, since mobile
telephony services are offered in some countries on the 900 MHz band.  More immediately, using
the 900 MHz spectrum to relocate 800 MHz incumbents and thereby freeing up additional spectrum
for the digital iDEN technology is in the public interest.  Accordingly, we find that there are some
positive public interest benefits from the proposed assignments.
     B.   Roaming
     37.  Southern also urges that, should the Commission grant these applications, Nextel
should be required to provide it roaming on Nextel's digital SMR frequencies.  We deny this
request.  First, the alleged harm is not caused by the proposed transaction.  Southern does not now
have roaming agreements with Nextel or Motorola, and it will be in the same position after this
transaction.  Second, the remedy proposed does not address the harm claimed.  There is no nexus
between Southern's roaming proposal, which relates to Southern's interconnected mobile voice
services, and a trunked dispatch market.  Given that the current state of technology does not permit
dispatch calling in a roaming mode, such a condition would not remedy any alleged harm to a trunked
dispatch marketplace, which is the basis for Southern's expressed concerns about this transaction.
Third, if, as Southern asserts, Nextel is denying Southern manual roaming in contravention of our
rules, the appropriate remedy would be through an enforcement action, and not a roaming
condition on the grant of an unrelated set of applications.  Finally, regulation of automatic and manual
roaming services are the subject of a separate rulemaking proceeding, and broader issues related to
any proposed roaming requirements are more appropriately addressed in that proceeding.
     C.   Conclusion
     38.  We find that the proposed transaction is not likely to cause competitive harm in either
the interconnected mobile voice or trunked dispatch markets and that it is likely to produce some
public interest benefits.  Therefore, on balance, we find that the proposed transaction is in the public
interest.  We also find that conditioning this grant on a roaming requirement is inappropriate.
                     II.  Ordering clauses
39.  ACCORDINGLY, IT IS ORDERED, pursuant to sections 4(i) and (j), 309, and
310(d) of the Communications Act of 1934, as amended, 47 U.S.C.  154(i), 154(j), 309, and
310(d), that the request of Southern LINC that we deny these applications IS DENIED.
40.  IT IS FURTHER ORDERED, pursuant to sections 4(i) and (j), 309, and 310(d) of the
Communications Act of 1934, as amended, 47 U.S.C.  154(i), 154(j), 309, 310(d), that the Motion
to Dismiss of Nextel Communication, Inc., Motion to Strike of Motorola, Inc., and Southern
Communications Services, Inc., d/b/a Southern LINC Motion to Strike Nextel Communications, Inc.
Letter of March 8, 2001, ARE DENIED.
41.  IT IS FURTHER ORDERED, pursuant to sections 4(i) and (j), 309, and 310(d) of the
Communications Act of 1934, as amended, 47 U.S.C.  154(i), 154(j), 309, 310(d), that the
applications filed by Motorola, Inc., Motorola SMR, Inc. and Motorola Communications and
Electronics, Inc. to assign licenses to FCI 900, Inc. ARE GRANTED.
     42.  This action is taken on delegated authority under section 0.331 of the Commission's
rules, 47 C.F.R.  0.331.
               FEDERAL COMMUNICATIONS COMMISSION
                            Thomas J. Sugrue
                            Chief, Wireless Telecommunications Bureau