Sirius XM Radio (SIRI)

from the very beginning, comparing the services in an effort to determine the rate at which satellite radio would impact terrestrial radio listenership.¹¹¹ When satellite radio licenses were awarded in 1997, CD players were included in only 3.2 percent of new cars,¹¹² yet in 2006 the overwhelming preponderance of new cars included CD players as part of their factory-installed equipment. In 2005, sales of CDs were at $11.2 billion, in contrast to $770 million in sales for digital music downloads that same year.¹¹³ Moreover, users can record music on CDs, further broadening the range of potential consumer listening experiences. For example, a podcast subscriber can download a podcast and “burn” it onto a CD rather than transferring it to an MP3 player. And a CD owner can upload songs onto a personal computer for playback through a service such as iTunes or for transfer to an MP3 player. Thus, compact discs are another of the many audio entertainment options available to customers.

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          It is clear that all of the above providers view themselves as being in direct competition with each other. In public filings and statements, various members of the radio broadcasting industry have emphatically stated that they compete directly with satellite radio and other forms of audio entertainment—a view that is underscored by the fervent opposition they expressed toward the proposed transaction before the ink on the merger agreement was even dry.¹¹⁴ For

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