Sirius XM Satellite Radio is an American broadcasting company that provides three satellite radio and online radio services operating in the United States: Sirius Satellite Radio, XM Satellite Radio, and Sirius XM Radio. The company also has a minor interest in SiriusXM Canada, an affiliate company that provides Sirius and XM service in Canada. At the end of 2013, Sirius reorganized their corporate structure, which made Sirius XM Radio Inc. a direct, wholly owned subsidiary of Sirius XM Holdings, Inc.[12]

Sirius XM Radio was formed after the U.S. Federal Communications Commission (FCC) approved the acquisition of XM Satellite Radio Holding, Inc. by Sirius Satellite Radio, Inc. on July 29, 2008, 17 months after the companies first proposed the merger.[13] The merger brought the combined companies a total of more than 18.5 million subscribers based on current subscriber numbers on the date of merging.[13] The deal was valued at $3.3 billion, not including debt.[14] Through Q2 2017, SiriusXM has more than 32 million subscribers.[10]

The proposed merger was opposed by those who felt a merger would create a monopoly. Sirius and XM argued that a merger was the only way that satellite radio could survive.[14]

Pre-merger

Early days of Sirius

Sirius Satellite Radio was founded by Martine Rothblatt, David Margolese, Idongesit Cosmas Asuquo and Robert Briskman.[16][17] In 1990, Rothblatt founded Satellite CD Radio in Washington, DC.[16][18] The company was the first to petition the FCC to assign unused frequencies for satellite radio broadcast, which "provoked a furor among owners of both large and small [terrestrial] radio stations."[18] In April 1992, Rothblatt resigned as chairman and CEO to start a medical research foundation.[16] Former NASA engineer Briskman, who designed the company's satellite technology, was then appointed chairman and CEO.[10][20] Six months later, in November 1992, Rogers Wireless co-founder Margolese, who had provided financial backing for the venture, acquired control of the company and succeeded Briskman. Margolese renamed the company CD Radio, and spent the next five years lobbying the FCC to allow satellite radio to be deployed, and the following five years raising $1.6 billion, which was used to build and launch three satellites into elliptical orbit from Kazakhstan in July 2000.[20][10][10][23] In 1997, after Margolese had obtained regulatory clearance and "effectively created the industry," the FCC also sold a license to XM Satellite Radio, which followed Sirius' example. In November 1999, marketing chief Ira Bahr convinced Margolese to again change the name of the company, this time to Sirius Satellite Radio, in order to avoid association with the soon-to-be-outdated CD technology.[17] Having secured installation deals with automakers, including BMW, Chrysler and Ford,[23] Sirius launched the initial phase of its service in four cities on February 14, 2002, expanding to the rest of the contiguous United States on July 1, 2002.[24]

In November 2001, Margolese stepped down as CEO, remaining as chairman until November 2003, with Sirius issuing a statement thanking him "for his great vision, leadership and dedication in creating both Sirius and the satellite radio industry." Joe Clayton, former CEO of Global Crossing, followed as CEO from November 2001 until November 2004; stayed on as chairman until July 2008. Mel Karmazin, former president of Viacom, became CEO in November 2004 and remained in that position through the merger, until December 2012.[25]

Early days of XM

The origin of XM Satellite Radio was a Petition for Rulemaking filed at the Federal Communications Commission (FCC) by regulatory attorney and Founder of Satellite CD Radio Martine Rothblatt, to establish frequencies and licensing rules for the world's first-ever Satellite Digital Audio Radio Service (SDARS).[26] On May 18, 1990, Satellite CD Radio, Inc. (SCDR) filed a Petition for Rule Making in which it requested spectrum to offer Compact Disc quality digital audio radio service to be delivered by satellites and complementary radio transmitters.[27] Following the Allocation NPRM, the FCC established a December 15, 1992 cut-off date for applications proposing satellite DARS to be considered in conjunction with CD Radio's application.[28][29] One such application came from American Mobile Radio Corporation (AMRC), the predecessor company to XM Satellite Radio. XM Satellite Radio was founded by Lon Levin and Gary Parsons.[30] It has its origins in the 1988 formation of the American Mobile Satellite Corporation (AMSC), a consortium of several organizations originally dedicated to satellite broadcasting of telephone, fax, and data signals.[31] In 1992, AMSC established a unit called the American Mobile Radio Corporation, dedicated to developing a satellite-based digital radio service; this was spun off as XM Satellite Radio Holdings, Inc. in 1998. Its planned financing was complete by July 2000, at which point XM had raised $1.26 billion and secured installation agreements with General Motors, Honda, and Toyota.[23] Initially scheduled for September 12, 2001, XM's service start date was postponed due to the September 11 terrorist attacks on the World Trade Center and The Pentagon. XM Satellite Radio's first broadcast was on September 25, 2001, nearly four months before Sirius.[24]

Gary Parsons served as chairman of XM Satellite Radio from its inception through the merger, and resigned from the position in November 2009.[30] Hugh Panero served as XM's CEO from 1998 until July 2007, shortly after the merger with Sirius was proposed. Nate Davis was appointed interim CEO until the merger was completed, at which point Sirius CEO Mel Karmazin took over as CEO of the newly merged company, Sirius XM.

Merger

Announcement

After years of speculation (the New York Post first reported on a potential merger in January 2005)[25] and three months of serious negotiations, the $13 billion merger between Sirius and XM was officially announced on February 19, 2007.[32] At the time, the nation's only two satellite radio providers reported nearly 14 million combined subscribers (with nearly 8 million belonging to XM), with neither having turned an annual profit. Sirius was valued at $5.2 billion, and XM at $3.75 billion.[31] Each subscription was sold for $12.95 monthly.

XM and Sirius executives felt the merger would lower programming costs by eliminating overlapping stations and duplicated marketing costs. According to their original operating licenses, the two companies were not allowed to ever own each other's license. In proceeding with the merger, Sirius CEO Mel Karmazin ignored this rule, gambling that the FCC would consider other audio entertainment to be competitors and allow the merger to proceed by waiving the rule.[32][33]

Approval

After a 57-week review process, the Justice Department approved the Sirius and XM merger on March 24, 2008, concluding that satellite radio competes with terrestrial radio, online streaming, and mp3 players and tablets.[33][34] On July 25, 2008, the FCC approved the merger with a 3–2 vote, determining that it was not a monopoly because of all the competition on the Internet. FCC chairman Kevin Martin stated, "The merger is in the public interest and will provide consumers with greater flexibility and choices."

The biggest challenge for the newly unified company was selling more subscriptions with the drop in the number of cars sold annually in the US, the subsequent reduced demand for cars equipped with satellite radio, as well as online radio-streaming competition. Conditions of the merger included allowing any third-party company to make satellite radio devices; producing new radios that can receive both XM and Sirius channels within one year; allowing consumers to choose which channels they would like to have; freezing subscription rates for three years; setting aside 8% of its channels for noncommercial programmers; and paying $19.7 million in fines for past rule violations.[35] Sirius and XM began merging their channels on November 12, 2008.

Each share of XM stock was replaced with 4.6 shares of Sirius stock. Each company's stockholders initially retained approximately 50% of the joined company.

At the time of the merger, Sirius' top programming included channels for Howard Stern, and Martha Stewart; live NBA and NFL games; and live NASCAR races. XM's programming included channels for Willie Nelson, Opie and Anthony, Snoop Dogg, and Oprah Winfrey; and live Major League Baseball games.[34]

Opposition

The National Association of Broadcasters was adamantly opposed to the merger, calling it a monopoly.[32] Shortly after the Justice Department gave its support to the merger without restrictions, attorneys general from 11 states (Connecticut, Iowa, Maryland, Mississippi, Missouri, Nevada, Ohio, Oklahoma, Rhode Island, Utah, and Washington) urged the FCC to impose restrictions on the merger. Several Congressional Democrats also opposed the merger, calling it anticompetitive and criticizing the Bush administration for allowing it to go through.[34]

Post-merger

Resurgence and growth

After coming close to filing for Chapter 11 only months after the 2008 merger, having gone so far as to hire lawyers to prepare a possible bankruptcy filing, Sirius XM was able to avoid declaring bankruptcy with the assistance of a $530 million loan from Liberty Media in February 2009, which Mel Karmazin negotiated in exchange for a 40% equity stake in Sirius XM.[36][37]

In the fourth quarter of 2009, Sirius XM posted a profit for the first time, with a net income of $14.2 million. This came after net losses of $245.8 million in the year following the merger. The company's resurgence was owed in part to the loan from Liberty Media. Increased automobile sales in the US was also a factor. Sirius XM ended 2009 with 18.8 million subscribers.[36] By the end of 2012, Sirius XM's subscriber base had grown to 23.9 million, mostly due to an increase in partnerships with automakers and car dealers; a strong push in the used-car market; and continued improved car sales in the US in general. The renewal of radio show host Howard Stern's contract through 2015 ($400 million for five years, $100 million less than Stern's previous five-year deal) was also a factor in the company's steady growth; Stern's show attracted over 12 million listeners per week.[37][38]

As of 2017, Sirius XM had approximately a 75% penetration rate in the new car market. Out of that 75%, approximately 40% become subscribers. SiriusXM is available in vehicles from every major car company as well as in assorted trucks, boats and aircraft. The company offers trial subscriptions to new car owners, and then offers customers a variety of subscription options. There are more than 100 million cars on the road with SiriusXM radios installed.

After trying for four years, on December 21, 2010, Sirius XM received approval from the FCC to add service in Alaska and Hawaii. Sirius XM announced on January 17, 2011 that it would place repeaters in those states and adjust three of its satellites to cover those areas. The move gave Sirius XM coverage in all 50 states.

On January 12, 2011, XM Satellite Radio, Inc. was dissolved as a separate entity and merged into Sirius XM Radio, Inc. On April 11, 2011, the Canadian Radio-television and Telecommunications Commission (CRTC) approved the merger of Sirius and XM's Canadian affiliates in SiriusXM Canada.[39]

On April 11, 2013, a New York appeals court upheld a New York judge's ruling, from April 2012, that Howard Stern was not entitled to stock bonuses based on Sirius XM's exceeding subscriber target projections. The court ruled that subscribers to XM Satellite Radio from before the Sirius XM merger should not be counted as "Sirius subscribers" for the purposes of Stern's lawsuit. Stern argued the opposite, because his popularity had played an integral role in helping Sirius acquire XM. He had been seeking $330 million in stock bonuses.

In 2017, SiriusXM surpasses 32 million subscribers.

Executives

Following the merger, Sirius CEO Mel Karmazin became CEO of the combined company, and XM chairman Gary Parsons retained his role. XM CEO and co-founder Hugh Panero stepped down in August 2007, shortly after the merger was first announced.[14]

XM Satellite Radio executives who were not offered jobs in the new combined company were assured golden parachute severance packages that had been approved in 2007. Former CEO Nate Davis received a severance package worth $10 million. Erik Toppenberg, executive vice president of programming, received a severance package worth $5.34 million. CFO Joseph Euteneuer received a severance package worth $4.9 million. Vernon Irvin, chief marketing officer, received a severance package worth $4.5 million.[40]

In November 2009, Parsons resigned as chairman of Sirius XM, receiving a payout of more than $9 million.[30][40] He was succeeded by Eddy Hartenstein, former publisher and CEO of the Los Angeles Times.[30] In December 2012, Mel Karmazin stepped down as Sirius XM CEO after Liberty Media gained control of 49.5% of the company. James E. Meyer was named interim CEO.[41] On April 30, 2013, he was named permanent CEO.[42] Also in April 2013, Liberty Media CEO Greg Maffei was named Sirius XM's chairman, succeeding Hartenstein.[43]

Internet and mobile

Sirius XM radio content is available to stream online either as an add-on to existing subscriptions or as an Internet-only option.[44] Internet and mobile services directly challenging Sirius XM include iHeartRadio, Pandora, and Spotify.[37]

In August 2011, SiriusXM announced that the company would start offering a personalized interactive online radio experience. MySXM debuted on April 15, 2013, allowing users to fine-tune over 50 existing Sirius XM channels. MySXM is available to all Sirius XM subscribers.[44][45]

The internet player allows subscribers to customize most stations to their liking by adjusting settings like: familiar/hits or unfamiliar/depth, studio recordings or live performances, and new/recent or old/classic material. These customized stations also allow listeners to play music without DJ interruptions. SiriusXM apps also include an extensive lineup of archived programming on SiriusXM On Demand.

On June 17, 2009, Sirius XM released an application for use on Apple's iPhone and iPod Touch, allowing its subscribers to listen to its programming on those devices. The app did not feature all of the programming available to satellite listeners.[46] On March 17, 2011, the app was also made available for the iPad.[47] In 2012, the app was updated for iOS and Android, featuring additional content, and the ability to pause, rewind, and fast-forward through audio streams.[48]

On February 4, 2010, the Sirius XM BlackBerry application was announced, for use on BlackBerry smartphones (the Bold, Curve, Storm, and Tour).[49] As of April 2013, the app featured over 150 channels.[50]

On May 28, 2010, the Sirius XM application for Android smartphones was announced.[51] As of April 2013, the app features over 130 channels.[52]

As part of Howard Stern's new five-year contract with Sirius XM, which he signed on December 9, 2010, The Howard Stern Show, which hadn't previously been made available on mobile devices, would now be a part of Sirius XM's mobile app package.[53]

On March 18, 2015, SiriusXM released a refreshed user interface of the application on Android and iOS.[54]

As of October 2017, SiriusXM is available for streaming via custom apps on a variety of connected devices including Amazon Alexa[55] and Fire TV, Sonos, PlayStation, Roku, and smart TVs.

Subscriptions

Following the merger, Sirius XM began offering numerous new options, including a la carte offerings, a family-friendly version, and "mostly music" or "news, sports, and talk" packages, ranging in price from $6.99 to $16.99 per month.[56] As of April 2013, almost all music, talk and news programming is available on both Sirius, XM and SiriusXM Internet Radio services.[57]

Prior to the merger, Sirius offered, for a one-time fee, a lifetime subscription (lasting the lifetime of the receiver, not the subscriber).[31] After the merger, due to changes in bundling policies, some customers who had purchased lifetime subscriptions had their service reduced or canceled, and were unable to obtain a refund.[58][59]

SiriusXM Marine weather offers three satellite-based marine weather subscription packages, including Marine Inland, Marine Coastal and Marine Offshore, ranging in price from $12.99 to $54.99 per month. Marine Inland provides essential, localized weather information every inland and freshwater angler and boater should have when on the water including NEXRAD Storm Cell Attributes, Weather Radar, Lightning, Alerts and Watch Boxes, 5 Day Forecasts, Wind data and more. Marine Coastal includes all Inland package features plus Wind & Wave Forecasts including the Great Lakes, Marine Zone Forecasts, Coastal Sea Surface Temps, Buoy data and more. Marine Offshore includes all of the Coastal package features plus Offshore Sea Surface Temps, extended Weather, Wind and Wave Forecasts, US & Canadian Alerts, etc.[12]

SiriusXM Aviation weather offers four satellite-based aviation weather subscription packages, including Pilot Express, Pilot For ForeFlight, Pilot Preferred, and Pilot Pro, ranging in price from $34.99 to $99.99 per month. Pilot Express delivers useful weather information for all pilots, with U.S. radar extending into southern Canada, Cloud-to-Cloud and Cloud-to-Ground Lightning, TAFs, METARs, AIRMETs/SIGMETs-Graphical, AIREPs/PIREPs, weather observations and warnings. Pilot For ForeFlight delivers SiriusXM’s most requested aviation weather features to Pilots using ForeFlight software on their iOS devices, such as iPad and iPhone. Pilots will find essential weather features right at their fingertips, includes all Pilot Express package features plus METARs/TAFs-Non-CONUS, Cloud Top Image, Echo Top Raster, Graphical Turbulence Guidance. Pilot Preferred includes all Pilot For Foreflight package features plus 0-24 Hr Weather Map with Surface Features & Isobars, Surface Visibility Forecast, etc. Pilot Pro is the most comprehensive package includes all Pilot Preferred package features plus 0–48 Hr Weather Map with Surface Features & Isobars. Pilot Pro is popular with those who fly frequently, on long routes or at high altitudes.[12]

On December 4, 2014, Sirius XM Holdings agreed to a $3.8 million USD settlement with 45 states and the District of Columbia, over a suit initiated by the Ohio Attorney General, Mike DeWine, stemming from the company's billing and service renewal practices. The suit alleged Sirius XM Holdings was engaged in "misleading, unfair and deceptive acts or practices in violation of state consumer protection laws," Attorney General DeWine said.[12]

Programming

SiriusXM is the exclusive home to Howard Stern with two dedicated Howard Stern channels. SiriusXM’s talk, news and comedy programming features channels from news outlets including BBC, CNBC, FOX News, CNN, MSNBC, Bloomberg, NPR, C-SPAN, exclusive talk and entertainment channels including TODAY Show Radio, Business Radio Powered By The Wharton School, Entertainment Weekly Radio, Faction Talk, Radio Andy, Joel Osteen Radio, and comedy from channels including Comedy Central Radio, Comedy Greats, The Foxxhole, Laugh USA, Raw Dog Comedy and George Carlin’s Carlin’s Corner.

SiriusXM music programming includes artist branded channels from The Beatles, Bruce Springsteen, Eminem, Garth Brooks, Tom Petty, Pearl Jam, Kenny Chesney, Pitbull and many more, curated music channels dedicated to multiple decades and genres that span rock, pop, country, electronic dance, jazz and more, and concept-based channels curated by SiriusXM’s acclaimed programming team, such as The Coffee House, SiriusXM Chill, Road Trip Radio, Yacht Rock Radio, and The Covers Channel.

SiriusXM offers live play by play of every NFL, MLB®, and NBA game, every NASCAR® race, plus NHL® games, PGA TOUR® events and live college sports, as well as news, analysis and opinions from more than a dozen dedicated sports talk channels.

Canadian counterparts

In Canada, Sirius Canada and XM Canada were partially owned by Sirius XM (20% and 23.3% respectively) in joint ventures with Canadian companies.[12] After the US merger, the two Canadian ventures did not immediately agree to a similar merger, but instead remained in competition as distinct services.[64] Complicating matters was that Sirius Canada has nearly 80% of the total satellite radio subscriber base in that country, and felt they deserved greater than a 50/50 split of the new company, whereas XM Canada felt their deal with the NHL—a particularly lucrative prize in Canadian sports broadcasting—also warranted a significant amount of value in the new company.[64]

On November 24, 2010, XM Radio Canada and Sirius Canada announced that they would merge their services.[12] On April 12, 2011, the CRTC approved the companies' merger into SiriusXM Canada.[12] John Bitove's Canadian Satellite Radio Holdings Inc., the licensee of XM Canada, gained a 30% share in the new company as its primary and controlling shareholder, while Slaight Communications and the Canadian Broadcasting Corporation, the current owners of Sirius Canada, each retained 20% ownership. Sirius XM's American parent company would hold 25%.[39] The merger was completed on June 21, 2011.[12]

Technical

Receivers

XM and Sirius use different compression and conditional access systems, making their receivers incompatible with each other's service. A condition of the merger was that Sirius XM would bring to the market satellite radios that can receive both XM and Sirius channels within one year.[35] The interoperable radio, called the MiRGE, was made available beginning in March 2009.[12] but the receiver was soon discontinued after both services eliminated duplicate channels which obviated the need for this radio. As of February 2016, Sirius XM offers radios for home, office, automotive, marine, and aviation use.[12]

SiriusXM Marine is graphical weather and fishing info for boaters. The service works with most major marine-electronics hardware companies, such as Raymarine, Furuno, Simrad and Garmin. The Marine Offshore package includes graphical weather radar; cloud-to-cloud and cloud-to-ground lightning; high-resolution coastal and offshore wave heights, direction and intervals; high-resolution sea-surface temperatures; pressure isobars; buoy data, etc.

SiriusXM Aviation provides satellite-based graphical weather info for pilots, which provides better signal coverage than land-based ADS-B service. SiriusXM Aviation receiver Model # SXAR1 enables pilots to use an iPad or iPhone with the Foreflight Mobile App, via Bluetooth, to view the SiriusXM Aviation in-flight weather and data delivered via satellite to monitor storm fronts, track lightning strikes, TAFs, METARs, winds and more.[70]

Satellites

As of May 2017, there are five satellites in orbit: two XM and two Sirius satellites and one spare.[71]XM-3 and XM-4 are the active satellites for the XM service and replaced the original XM-1 and XM-2 satellites which were placed into a disposal orbit. Sirius FM-5 and FM-6 function as the primaries for the Sirius side. FM-6 which was launched on October 25, 2013 and declared ready for service on December 2, 2013 initially served as an in orbit spare while the company worked to deploy repeaters for the Sirius side which were needed to transition to full geostationary operation. In 2016 FM-6 was put into active service and officially replaced Sirius originals FM1-4 which operated in elliptical orbit. FM1-3 were later placed into disposal orbits. With this change FM-5 and FM-6 exclusively serve the Sirius service mirroring XM-3 and 4. Before FM-6 was launched, XM-5 was sent into orbit by Proton from Kazakhstan, on October 14, 2010, and is capable of broadcasting to either service.[72].[73] XM-5 serves as the in orbit spare for the entire system and can function in place of either a Sirius or XM satellite. In late 2016 Sirius XM placed an order for two new satellites SXM-7 and SXM-8 which will replace XM-3 and XM-4. These are scheduled for launch in 2019 and 2020 respectively.

Sirius satellites broadcast within the S band frequencies from 2.3200–2.3325 GHz, while XM radio uses adjacent frequencies 2.3325–2.3450 GHz.[74][75]

Milestones

The following milestones have been set during and after the merger:

DateEventComments
February 2007Execute definitive agreement
March 2007File FCC application
June 2007FCC places application on "Public Notice" (DA 07-2417)Comments and petitions were due July 11, 2007; responses and oppositions were due July 24, 2007.
November 2007Sirius/XM shareholder votesAnnounced October 4, 2007, and voted upon on November 13, 2007. 96% of Sirus shareholders approved the merger,[76] and 99.8% of XMSR shareholders also approved.[77]
March 2008Receive regulatory approvalsOn March 24, 2008, the U.S. Department of Justice ended its investigation of the merger (i.e. decided against blocking the deal).[10]
July 2008Receive FCC approvalOn July 25, 2008, the FCC approved the merger voting 3-2 down party lines.[80]
July 2008Merger completedXM stock trading ceases July 28, 2008. Sirius XM Radio, Inc. becomes the name of the merged corporation.
November 2008Programming merged
March 2009MiRGE releasedFirst receiver to compatible with both Sirius and XM signals is released
December 2010Alaska and Hawaii expansionReceives FCC approval to add service to the two states, thus giving Sirius XM coverage in all 50 states
April 2013MySXM debutsA personalized interactive online radio experience
October 2013Clear Channel-programmed stations removedChannels programmed by Clear Channel, including America's Talk, Sixx Sense, Fox Sports Radio and WSIX-FM, are removed months after Clear Channel sells its stake in Sirius XM; WHTZ/New York and KIIS-FM/Los Angeles are retained under a separate agreement.[10]
April 2016Surpasses 30 million subscribersSirius XM announces through Q1 of 2016, the company has a total of 30.1 million subscribers.[82]