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Sirius XM Holdings, Inc.

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Type	Public
Traded as	NASDAQ: SIRI NASDAQ-100 Component
Industry	Radio broadcasting
Founded	May 17, 1990; 27 years ago
Founder	Martine Rothblatt David Margolese Robert Briskman
Headquarters	1221 Avenue of the Americas New York City, New York, U.S.
Area served	United States and Canada
Key people	Greg Maffei (Chairman) James E. Meyer (CEO) Scott Greenstein (President and CCO)
Products	Satellite radio
Revenue	US$ 4.570058 billion (2015)
Operating income	US$ 1.178688 billion (2015)
Net income	US$ 509.724 million (2015)
Total assets	US$ 8.046662 billion (2015)
Total equity	US$ -166.491 million (2015)
Owner	Liberty Media (68.5%)
Number of employees	2,323 (2015)
Divisions	Sirius Satellite Radio XM Satellite Radio
Website	www.siriusxm.com

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 major investment in Canada called 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.

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. 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 deal was valued at $3.3 billion, not including debt. Through Q3 2016, Sirius XM has 31 million subscribers.

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.

Pre-merger

Early days of Sirius

Main article: Sirius Satellite Radio

Sirius Satellite Radio was founded by Martine Rothblatt, David Margolese, and Robert Briskman. In 1990, Rothblatt founded Satellite CD Radio in Washington, DC. 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." In April 1992, Rothblatt resigned as chairman and CEO to start a medical research foundation. Former NASA engineer Briskman, who designed the company's satellite technology, was then appointed chairman and CEO. Six months later, in November 1992, Rogers Wirelessco-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 Kazakhstanin July 2000. 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. Having secured installation deals with automakers, including BMW, Chrysler and Ford,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.

Early days of XM

Main article: XM Satellite Radio

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). 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. 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. 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. 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. 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. 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.

Gary Parsons served as chairman of XM Satellite Radio from its inception through the merger, and resigned from the position in November 2009. 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.

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.

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. 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.

As of 2012, Sirius XM had a 60% penetration rate in the new car market. Out of that 60%, approximately 45% became subscribers. The company has long-term deals with General Motors, Ford, Toyota, Kia, Bentley, BMW, Volkswagen, Nissan, Hyundai,Suzuki and Mitsubishi,along with assorted trucks, boats and recreational vehicles. As of August 2012, Sirius XM satellite radios were in 50 million cars. The company offers trial subscriptions to new car owners, and then tries to get them to purchase yearly subscriptions. By 2018, Sirius XM predicts over 100 million cars will have Sirius XM 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.

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 April 2016, Sirius XM surpassed 30 million total 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.

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.

In November 2009, Parsons resigned as chairman of Sirius XM, receiving a payout of more than $9 million. He was succeeded by Eddy Hartenstein, former publisher and CEO of the Los Angeles Times. 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. On April 30, 2013, he was named permanent CEO. Also in April 2013, Liberty Media CEO Greg Maffei was named Sirius XM's chairman, succeeding Hartenstein.

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.Internet and mobile services directly challenging Sirius XM include iHeartRadio, Pandora, and Spotify.

In August 2011, SiriusXM announced that the company would start offering a personalized interactive online radio experience, similar to that offered by Pandora. The feature would allow listeners to replay, skip, and ban songs on certain channels. 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.

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. On March 17, 2011, the app was also made available for the iPad. 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.

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

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

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.

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

Subscriptions

Following the merger, Sirius XM jettisoned the simplicity of previous monthly subscription models and 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. As of April 2013, almost all music, talk and news programming is available on both Sirius, XM and SiriusXM Internet Radio services.

Prior to the merger, Sirius offered, for a one-time fee, a lifetime subscription (lasting the lifetime of the receiver, not the subscriber).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.

Legal settlement

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.

Programming

Main article: List of Sirius XM Radio channels

From the outset, Sirius and XM each attracted celebrity personalities to host shows. Broadminded, Bob Dylan, Tony Hawk, Bam Margera, Opie and Anthony Tom Petty, Ron & Fez, Howard Stern, Martha Stewart, and Oprah Winfrey are among those who signed contracts with one of the two companies. Exclusive sports programming (Major League Soccer, NASCAR, and the Canadian Football League, National Football League, and Premier League on Sirius, and Indy Racing League, Major League Baseball, National Basketball Association, National Hockey League, and PGA Tour on XM) initially differentiated the networks from one another.

Internet

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. Paid subscribers can skip as many tracks as they like and can replay songs.

Canadian counterparts

Main article: SiriusXM Canada

In Canada, Sirius Canada and XM Canada were partially owned by Sirius XM (20% and 23.3% respectively) in joint ventures with Canadian companies. After the US merger, the two Canadian ventures did not immediately agree to a similar merger, but instead remained in competition as distinct services. 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.

On November 24, 2010, XM Radio Canada and Sirius Canada announced that they would merge their services. On April 12, 2011, the CRTC approved the companies' merger into SiriusXM Canada. 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%. The merger was completed on June 21, 2011.

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. The interoperable radio, called the MiRGE, was made available beginning in March 2009. 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.

Satellites

As of May 2017, there are five satellites in orbit: two XM and two Sirius satellites and one spare.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.. 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.

Milestones

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

Date	Event	Comments
February 2007	Execute definitive agreement
March 2007	File FCC application
June 2007	FCC 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 2007	Sirius/XM shareholder votes	Announced October 4, 2007, and voted upon on November 13, 2007. 96% of Sirus shareholders approved the merger, and 99.8% of XMSR shareholders also approved.
March 2008	Receive regulatory approvals	On March 24, 2008, the U.S. Department of Justice ended its investigation of the merger (i.e. decided against blocking the deal).
July 2008	Receive FCC approval	On July 25, 2008, the FCC approved the merger voting 3-2 down party lines.
July 2008	Merger completed	XM stock trading ceases July 28, 2008. Sirius XM Radio, Inc. becomes the name of the merged corporation.
November 2008	Programming merged
March 2009	MiRGE released	First receiver to compatible with both Sirius and XM signals is released
December 2010	Alaska and Hawaii expansion	Receives FCC approval to add service to the two states, thus giving Sirius XM coverage in all 50 states
April 2013	MySXM debuts	A personalized interactive online radio experience
October 2013	Clear Channel-programmed stations removed	Channels programmed by Clear Channel, including America's Talk, Sixx Sense, Fox Sports Radioand 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.
April 2016	Surpasses 30 million subscribers	Sirius XM announces through Q1 of 2016, the company has a total of 30.1 million subscribers.