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Sirius XM Radio Inc.

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Type	Public
Traded as	NASDAQ: SIRI
Industry	Radio broadcasting
Founded	May 17, 1990 as Satellite CD Radio, Inc. July 29, 2008 as Sirius XM Radio Inc.
Headquarters	New York City, New York, U.S.
Area served	United States
Key people	Eddy Hartenstein (Chairman) Mel Karmazin (CEO) Scott Greenstein (President and CCO)
Products	Satellite radio
Revenue	US$ 3.015 billion (2011)[1]
Operating income	US$ 676.1 million (2011)[1]
Net income	US$ 427.0 million (2011)[1]
Total assets	US$ 7.495 billion (2011)[1]
Total equity	US$ 704.1 million (2011)[1]
Employees	1,526 (Dec. 2011)[1]
Divisions	Sirius Satellite Radio XM Satellite Radio
Subsidiaries	Sirius XM Canada (25%)
Website	SiriusXM.com

Sirius XM Radio Inc. (NASDAQ: SIRI) is an American broadcasting company that provides two satellite radio services (SDARS) operating in the United States, Sirius Satellite Radio and XM Satellite Radio. The company also owns a minority interest in Sirius XM Canada, an affiliate company which provides Sirius and XM service in Canada. The company in its current incarnation was formed following the acquisition of XM Satellite Radio, Inc. by Sirius Satellite Radio, Inc. on July 29, 2008.^[2]

On February 19, 2007, Sirius Satellite Radio and XM Satellite Radio announced a merger that would combine the two radio services and create a single satellite radio network in the United States.^[3][4] 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.

The proposed merger was controversial because, in 1997, the U.S. Federal Communications Commission (FCC) granted only two licenses and, in order to ensure a state of competition, stipulated that one of the holders would not be permitted to acquire control of the other.^[5]

Each share of XM stock was replaced with 4.6 shares of Sirius. Each company's stockholders initially retain approximately 50% of the joined company. Sirius CEO Mel Karmazin became CEO of the new company, and XM chairman Gary Parsons was named chairman.^[6] XM CEO Hugh Panero stepped down in August 2007.^[7]

In 2011, SiriusXM announced that the company will offer personal radio channels like Pandora.^[8] The new features will allow listeners to replay, skip and ban songs, along with five hours' worth of time-shifting capabilities on most channels and some on-demand features.^[8]

Merger history[link]

Wikinews has related news: In depth: XM and Sirius merger

• February 19, 2007, the merger was officially announced to shareholders of the company.^[9] This came after many months of speculation by industry watchers. On February 20, an open conference call was organized between the top executives of both companies.^[10]
• March 20, 2007, the two companies filed a "Consolidated Application for Authority to Transfer Control" at the FCC.^[11]
• June 8, 2007, the FCC's Mass Media Bureau gave "Public Notice" that it had accepted the application for filing and started its informal six-month merger review clock.^[12] The notice also set a pleading cycle requiring comments or petitions be filed by July 9, 2007, and responses or oppositions be filed by July 24, 2007.
• October 4, 2007, Sirius and XM satellite radio announced that both companies will conduct a shareholder vote. Sirius scheduled its meeting for Tuesday November 13, 2007, for shareholders to vote on the proposed merger. XM scheduled a similar shareholder vote in Washington, D.C., on the same date.^{[citation needed]}
• November 13, 2007, Shareholders of Sirius Satellite Radio Inc. approved the company's $5 billion acquisition of rival XM Satellite Radio Holdings Inc. 96% of Sirius Satellite Radio shareholder's votes cast approved the acquisition.^[13]
• January 15, 2008, it was reported that the FCC expects to come to a decision in Q1 2008.^[14]
• March 24, 2008, the United States Department of Justice Antitrust Division announced it closed its investigation of the merger of the two companies, citing no harm to consumers or competition.^[15]
• May 23, 2008, FCC Chairman Kevin Martin said at a press conference that "the Commission could act by the end of the second quarter", which ends June 30, 2008. Earlier that week senators called upon the FCC to enact strict requirements on the merger such as returning some of the radio spectrum to competitors and open its service to all manufacturers of satellite radio players.^[16][17]
• June 16, 2008, FCC Chairman Kevin Martin announced his recommendation to approve the merger with the conditions that 24 channels be turned over to noncommercial and minority programming and that a three-year price freeze for consumers be instated. The combined companies would also agree to offer a la carte channel subscriptions, low price plans, and encourage development of third-party devices.^[18] "best of" XM packages will also be offered to existing Sirius customers and "best of" Sirius packages offered to XM customers with the merged company deciding what is included in those packages.^[19]
• June 16, 2008, The official concessions by Sirius Satellite Radio Inc. and XM Satellite Radio Holdings Inc. have been made public by the Federal Communications Commission.^[20]
• July 25, 2008, FCC approves merger in a 3-2 vote along party lines.^[5][21]
• July 29, 2008, Sirius and XM officially merge as Sirius XM Radio, Inc.^[2] Sirius XM chosen as new name.^[22] XM Canada and Sirius Canada remain separate companies.^[23]

Post-merger history[link]

• July 29, 2008 — Sirius CEO Mel Karmazin hosts a town-hall type meeting at XM Radio's Washington, D.C. headquarters which is broadcast companywide. Karmazin reveals that the management team would consist of him with a second tier of as many as 26 Executive Vice Presidents.^[24]
• July 30, 2008 — Karmazin hosts a town-hall meeting with Sirius employees after appearing on several Sirius and XM shows, explaining the future of the new company. Karmazin also thanked the National Association of Broadcasters (NAB) for the strong opposition to the merger which, in his words, established that terrestrial radio and satellite radio were still competitors.^[25]
• September 9, 2008 — Sirius XM announces new "Best of Both" content, and would be available to most satellite radio customers on October 6, 2008 at a monthly cost of $16.99. The Sirius programming included in Best of Both being aired on XM: Howard 100, Howard 101, Martha Stewart Living Radio, Sirius NFL and NASCAR Radio, and Playboy Radio. XM programming included in Best of Both being aired on Sirius: NBA, NHL Home Ice, Oprah & Friends, The Virus, Public Radio with Bob Edwards, College Sports, and the PGA Tour.^[26]
• November 12, 2008 — Sirius XM begins broadcasting a new combined channel lineup across both the Sirius and XM platforms. (On January 15, 2009, some stations previously dropped were added back to the line-up, due to subscriber demand.)
• February 10, 2009 — It is reported that Sirius XM has hired advisors to prepare for a possible Chapter 11 bankruptcy filing.^[27]
• February 17, 2009 - Liberty Media (49%-owner of DirecTV) acquires 40% of Sirius XM, with rights to acquire another 11%.^[28]
• March 11, 2009 — Subscriptions for multiple radios (i.e., 2nd–4th radios) increase from $6.99 per month to $8.99 per month. The base subscription rate did not increase. The online listening platform was upgraded to a higher quality digital audio and is no longer included as part of a base subscription (i.e., at no charge).
• June 16, 2009 — Sirius XM announces that beginning July 29, 2009 (as accounts renew after that date) subscribers would have to pay an additional $1.98 per primary account radio and $0.97 for each additional radio for radios 2–5 on an account as a Music Royalty Fee per month.^[29]
• November 12, 2009 — Gary Parsons resigned as chairman. He is replaced by Eddy W. Hartenstein, Los Angeles Times publisher and CEO, as non-executive chairman.
• February 9, 2010 -- DirecTV removed all Sirius XM music channels and replaced them with offerings from Sonic Tap.^[30]
• December 21, 2010 - Sirius XM receives approval from the FCC to begin adding service to Alaska and Hawaii; Sirius XM also announced on January 17, 2011 that it will place repeaters in those states and adjust three of its satellites to cover those areas. The move finally gives Sirius XM coverage in all 50 states.^[31]
• January 12, 2011 - XM Satellite Radio, Inc. is dissolved and merged into Sirius XM Radio.^[1]
• April 11, 2011 - The Canadian Radio-television and Telecommunications Commission approves the merger of Sirius and XM's Canadian affiliates into Sirius XM Canada.^[32]
• May 4, 2011 - Sirius XM announced that it will streamline its channel lineup with both Sirius and XM services sharing the same channel, with some exceptions.
• August 9, 2011 - Sirius XM drops BBC Radio 1 without notice and replaces with a 24 hour disco station.

Stated benefits of the merger[link]

Cost[link]

Because both companies will operate as one, this may reduce the cost of licensing the broadcast material. It will also almost certainly reduce the staff required to run the company. Also, programming can be spread out among the companies' combined satellite constellations

Variety[link]

If all of the non-duplicate channels are kept, this will result in more programming being made available to subscribers of both services. However, since May 2011, SiriusXM has been systematically dropping stations. Additionally, the music playlists on remaining stations are diminishing and duplicative.

New development[link]

With only one company to develop products for, the new company can afford to spend more money to develop new products.^[33] So far, services have been developed which were not even conceived of when satellite radio was launched. XM and Sirius now carry satellite weather and traffic, and Sirius launched television programming in 2007. Likewise, it is expected that new technologies and products will continue to be developed and integrated in to the combined infrastructure of XM and Sirius Radio.

Competition[link]

Both companies were losing money before the merger, and were rumored to be facing bankruptcy. The company argued that merger was the way to avoid bankruptcy, and that bankruptcy would result in diminished competition for existing terrestrial radio and streaming services like Pandora.

Opposition arguments[link]

The main opposition to the merger is the National Association of Broadcasters (NAB) and the Consumer Coalition for Competition in Satellite Radio (a group run by the NAB). NAB representatives have been present at both Congressional hearings, and have produced several advertisements regarding the merger. The NAB's contention is that the merged company will be a monopoly, and that their increased market power will harm consumers. Four primary concerns are proposed.

Innovation[link]

XM and Sirius are constantly developing new products. The original satellite receivers were larger and offered fewer features than modern receivers. The argument is that XM's competition with Sirius has prodded this progress.

Competition[link]

Arguments against the merger state that none of the economic studies offered by XM and Sirius prove that the relevant product market is any larger than satellite radio services under the Department of Justice (DOJ) and Federal Trade Commission’s long-established Horizontal Merger Guidelines. Therefore, because XM and Sirius are the only two competitors in the satellite radio industry, it has been argued that their combination would result in a merger to monopoly, clearly in violation of section 7 of the Clayton Act, which forbids mergers that may tend to lessen competition substantially.^[34] The proposed merger of XM-Sirius deviates from the standard way in which mergers are analyzed. Because their merger could not prevail under the standard established by the Merger Guidelines, XM and Sirius sought to apply a different standard.^[35]

However, Goldman Sachs analyst Mark Wienkes identified MP3 players as significant competitors to satellite radio, specifically the announced music streaming capabilities of the 2nd generation iPhone.^[36][37]

While the accessibility of Internet streaming music was downplayed during the merger hearings, the popular iPhone and Blackberry portable devices have changed that. There are a few services attempting to compete directly with Sirus XM by streaming audio to a user's cell phone.

• ClearChannel Communications offers I ♥ Radio, an application that offers all of ClearChannel's radio stations.^[38] This includes news, live talk radio, and music. It is designed for the iPhone and Blackberry portable devices.
• Pandora and Slacker also offer on-line listening on various handheld devices, including the iPhone, Blackberry. Unlike satellite radio, Pandora and Slacker do not offer news, talk programs or live DJ's. They do track the listeners' preferences and tailor the music based on the listeners' tastes.

Programming[link]

Sirius and XM have both used star power to attract consumers. Howard Stern, Opie and Anthony, Bubba the Love Sponge, Scott Ferrall, Bob Dylan, Tom Petty, Ron & Fez, Broadminded, Bam Margera, Tony Hawk, Jason Ellis, Martha Stewart and Oprah Winfrey are among the stars that have signed contracts with one of the two companies. Exclusive sports programming (The National Football League, Barclays Premier League, Canadian Football League and NASCAR on Sirius and Major League Baseball, National Basketball Association, National Hockey League, PGA Tour, and Indy Racing League on XM) also drives consumers to one network or the other. Sirius and XM executives hope to lower the cost of this programming by merging; critics argue that the lowered cost will result in less total programming being made available. In particular, marquee sports and talk shows could be offered a la carte, similar to premium digital/satellite television tiers and out-of-market sports packages.

Programming changes beginning November 12, 2008, included the elimination of niche programming in the genres of punk rock and early hip-hop, with devotees of these channels diverted to themed shows on the Action Sports and Hip-Hop Hits channels, respectively. Sirius removed Backspin 43 and the Beat 36 while directing listeners to different stations with no relation to the stations which were removed. Gold-based active rock channel Boneyard was pre-empted for AC/DC Radio at the same time, whereas Sirius's BuzzSaw was entirely dropped. Fans of XM 82, "The System" have been redirected to Area. The mashup/breakbeats channel Boombox and freeform station "Sirius Disorder" were not replaced, while fans of the disco channel Chrome were diverted to the more general 1970s channel '70's on 7.^[39]

On January 15, 2009, due to subscriber demand, Boneyard, The Strobe and BackSpin were returned to the line-up on both services. Also, The Beat Morning Show with Geronimo was added on BPM. This show only lasted until June 13, 2009, when BPM dropped the BEAT Morning Show from the lineup and the website. Subscribers are still upset with the new channel line-up, based on discussions from the various Facebook pages of their respective channel. One, for example, The Sirius subscribers are wanting The BEAT returned and the XM subscribers are wanting BPM back pre-merger. On October 22, 2010, Sirius XM dropped The Strobe from the lineup and moved the channel to its online service.^[40]

Sirius XM also removed internationally renowned British music station BBC Radio 1 from its channel lineup on August 9, 2011 without any warning to its subscribers. After thousands of angry customers started a campaign using social media to reinstate BBC Radio 1 on Sirius XM, the channel was added to Sirius XM's online service. This did not quell the uproar from BBC Radio 1 fans, who continued their fight into October, 2011.^[41]

Canadian counterparts[link]

In Canada, Sirius Canada and XM Canada are partially owned by Sirius XM (20% and 23.3% respectively) ^[42] in joint ventures with Canadian companies. The two Canadian ventures did not immediately agree to a similar merger, but instead remained in competition as distinct services.^[43] 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 that their deal with the National Hockey League — a particularly lucrative prize in Canadian sports broadcasting — also warranted a significant amount of value in the new company.^[43]

Even if the two Canadian systems combined, they still would not be able to provide the same channel line-up as Sirius XM in the US because of the services' Canadian content license requirements. The Canadian Radio-television and Telecommunications Commission (CRTC) and the Canadian Competition Bureau would have to approve any merger between XM Canada and Sirius Canada.^[44]

On November 24, 2010, XM Radio Canada and Sirius Canada announced that they will merge their services.^[45] On April 12, 2011, the CRTC approved the companies' merger into Sirius XM Canada.^[46] John Bitove's Canadian Satellite Radio Holdings Inc., the licensee of XM Canada, will hold a 30 per cent 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, will each retain 20 per cent ownership and Sirius XM's American parent company will hold 25 per cent.^[32] The merger was completed on June 21, 2011.^[47]

Technical[link]

Receivers[link]

Currently, XM and Sirius use different compression and conditional access systems, making their receivers incompatible with each other's service, though both companies have guaranteed that existing receivers will be able to receive content from both services after the merger.

Executives from both companies have stated that XM and Sirius will continue to operate as separate services. Buying another radio to receive programming from the other service will be optional.^[10][48][49] However, a unified receiver that can receive programming from both networks would allow subscribers to listen to the entire range of channels. Interoperable Technologies, a joint venture of both companies, was formed in 2003 and announced such a receiver in 2006. Mel Karmazin has confirmed the existence and operation of the radio, "We have one. It's in my office." Karmazin's dual system radio can expect competitors—according to tech-site Gizmodo, Onkyo is entering the interoperable radio arena.^[50]

Subscriber growth is expected to slow significantly as consumers wait for interoperable receivers.^[37]

Satellites[link]

Currently, there are nine satellites in orbit; five XM and four Sirius satellites^{[citation needed]}. Each company also has a ground spare, of identical construction to its first generation of satellite^{[citation needed]}. The most recent satellite is XM-5, which was launched by Proton on October 14, 2010.^[51] The XM Radio satellites use S band frequencies from 2,332.50 through 2,345.00 MHz, and Sirius Radio use adjacent frequencies 2,320.00 through 2,332.50 MHz.^[52]

There are no publicly available facts concerning the cross-compatibility of the satellites themselves. If it is possible to use XM satellites to propagate Sirius's signal, this would give Sirius immediate access to a second geostationary satellite, which would improve reception for stationary receivers, such as those at businesses and homes. In the long term, consolidating transponders on to fewer satellites will reduce infrastructure costs significantly: to build and launch one satellite can cost more than US$300 million,^[53] with a lifetime of approximately 15 years. Once the next generation of satellites is constructed and operating, combining satellite networks could result in a savings of US$40 million a year.

Internet[link]

Sirius XM radio content is also available over the Internet, competing for listeners of Internet radio stations and other online music services. The Internet-only option is offered for US $12.95 a month ^[54] and does not require a stand alone radio receiver or additional computer hardware.^[55] There are internet radio receivers that will stream the internet streams of SiriusXM channels with the add-on internet subscription. Internet radios by Grace Digital have this capability, provided the user has a current internet account with user name and password.

Mobile device applications[link]

iPhone and iPod Touch[link]

Sirius XM on June 17, 2009, released a software application for use on the Apple iPhone and Apple iPod Touch devices that allow its subscribers and users of those devices to listen to its programming. The application does not feature all of the programming available to satellite listeners. The company addresses this in the frequently asked questions section for the application,^[56] stating:

BlackBerry[link]

Sirius XM has also developed an application for use on certain 3G enabled Rim BlackBerry smartphones. Much like its iPhone and iPod Touch counterpart, it features a restricted 120 channel lineup featuring most of the music channels and selected talk programming. As with the iPhone app, some select programming, including MLB Play-by-Play, and SIRIUS NASCAR Radio, are not available at this time on the Blackberry. However, NFL Play-by-play was added in late 2010, as before you could only hear the talk-oriented daily programming. due to licensing and exclusivity deals, some play-by-play is not available, such is the case for both MLB and NASCAR, both online rights being owned by Turner Sports Interactive.

Blackberry smartphones currently compatible with the Sirius app:

• BlackBerry Curve 8500
• BlackBerry Curve 8900
• BlackBerry Bold
• BlackBerry Storm
• BlackBerry Storm 2
• BlackBerry Tour
• BlackBerry Bold 9700

Android[link]

On May 28, 2010, Sirius XM released an application for mobile devices using the Android operating system. It features the same 120 channels of commercial-free music, news, talk radio, sports talk, and entertainment channels as found on the iPhone/iPod Touch and Blackberry applications. In August 2010, the Froyo release of Android broke the Sirius XM application. Sirius XM has since released an updated client that works with Froyo.

Devices that are compatible with the Sirius XM app for Android include the Droid Incredible by HTC, the Motorola Droid, the HTC Hero, the Motorola Cliq, and the Google's Nexus One, among others.^[57]

Programming[link]

• All music programming are now exact duplicates on both services, with the following exceptions:
  • Six channels (Bollywood & Beyond, Nashville!, KISS-XM, Z100-XM, The Music Summit, and Rock@Random) are owned by Clear Channel Communications, still air commercials, and are exclusive to XM subscribers.
  • All Canadian music channels remain exclusive to their respective platforms, as the corresponding Canadian providers have yet to merge. Sirius Canada channels include CBC Radio 3, Iceberg Radio, Bande à part, L'Oasis francophone, and Latitude franco. XM Canada channels include The Verge, Sur La Route, Air Musique and Radio Parallèle. These channels are also available to online listeners of their respective providers, but only to Canadian subscribers.
  • There are also a handful of in-house programmed channels exclusive to each platform. XM exclusives include The Groove, The Village, The Power, and Cinemagic. Sirius has no exclusive channels. Limited bandwidth prevents these channels from being made available to both services, but the reasons they were chosen to be left out are unclear. However, all these channels are available to online listeners of both Sirius Internet Radio and XM Radio Online.
• The merger conference call announced that previously exclusive content, including sports and talk, will be folded into one unified service which offers "even more channel capacity" and a la carte ordering of premium services (the ability to order a single channel or small subset of channels).
• CEO Karmazin said in an interview that both the XM and Sirius brands will be offered as separate brands/services for the next 15 years.^[48] Any combined or unified services would be in addition to these separate services.
• Members of the Congressional Black Caucus have criticized the planned merger saying that commitments to devote 12 channels to minority-owned programming is not enough.^[37][58]
• Sirius XM reported that they have 18,515,730 total subscribers as of the third quarter of 2009.^[59]

Financial[link]

• Both companies compete primarily with free services. Executives from XM and Sirius both made it clear that they do not want to slow down the adoption of satellite radio, so they hope not to increase the subscriber price, but to gain new revenues from new services: video, navigation, and advertising.^{[citation needed]}
• One concern voiced by some subscribers regards the Sirius lifetime subscription: for a one-time fee, Sirius subscribers were able to obtain a lifetime subscription for a receiver. This subscription is tied to the individual receiver, and there was a concern that the subscription may not transfer to a new universal receiver. However, Sirius' FAQ page regarding the merger states that "Any plan you sign up for now will be honored by the merged company." As they also have guaranteed that no radio will become obsolete, it is likely that this concern will be addressed via some new, merged signal.^[60]
• While both companies declare the deal to be a "merger of equals", Bloomberg reports Sirius will acquire XM for US$4.57 billion in stock.^[61]
• Stock prices of XM dropped 17% and Sirius dropped 12% on 2008-06-19 after a report by Goldman Sachs analyst Mark Wienkes predicted that cash flows of the combined company would be impacted by increased competition from MP3 players and new streaming capabilities of the iPhone. The report predicted that the combined companies would have to take on $500 million to $1 billion in new debt and recommended that stock holders sell their XM and Sirius stock. Subscriber growth of both companies is expected to slow as consumers wait for receivers which are interoperable between the 2 companies to become available.^[37]
• Current^[when?] economic conditions and both company's mounting debt could make the merger a necessity to refinance the debt of both companies. This is especially for XM which faces $400 million in convertible notes which come due in 2009.^[62]
• Nearing bankruptcy in February 2009, Sirius' stock price had dropped to an all-time low of $0.05 per share. Sirius was, however, able to get emergency financing, some $500,000,000, from media mogul John Malone, who took a 40% equity stake in the company.

Executive compensation[link]

Executives who were not offered jobs in the new combined company were assured generous golden parachutes due to severance agreements approved in 2007.^[63]

• Former XM Radio Chief Executive Officer Nate Davis had a severance package worth $10 million.
• Gary Parsons, the former Chairman of Sirius XM Radio, received $9 million.
• Erik Toppenberg, Executive Vice President of Programming for XM Radio, has a severance package worth $5.34 million.
• Joseph Euteneuer, Chief Financial Officer for XM Radio, has a severance package worth $4.9 million.
• Vernon Irvin, Chief Marketing Officer, has a severance package worth $4.5 million.

Milestones[link]

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

See also[link]

Companies portal

• List of Sirius Satellite Radio stations

Notes[link]

External links[link]

• Sirius XM
• Federal Communications Commission's XM-Sirius transaction page

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