This Annual Report on Form 10-K presents information for Sirius XM Holdings Inc. (“Holdings”)., a Delaware corporation.  The terms “Holdings,” “we,” “us,” “our,” and “our company” as used herein and unless otherwise stated or indicated by context, refer to Sirius XM Holdings Inc. and its subsidiaries, andsubsidiaries. “Sirius XM” refers to our wholly-ownedwholly owned subsidiary Sirius XM Radio Inc. and its subsidiaries other than Pandora. “Pandora” refers to Sirius XM’s wholly owned subsidiary Pandora Media, LLC and its subsidiaries.

Holdings was incorporated in the State of Delaware on May 21, 2013. Holdings has no operations independent of its wholly-owned subsidiary,wholly owned subsidiaries, Sirius XM.XM and Pandora.

As of December 31, 2018,2021, Liberty Media Corporation (“Liberty Media”) beneficially owned, directly and indirectly, approximately 73%81% of the outstanding shares of Holdings’ common stock.  Liberty Media owns interests in a range of media, communications and entertainment businesses.

Our Sirius XM business features music, sports, entertainment, comedy, talk, news, traffic and weather channels and other content, as well as podcasts and infotainment services, in the United States on a subscription fee basisbasis. Sirius XM’s premier content bundles include live, curated and certain exclusive and on demand programming. The Sirius XM service is distributed through our two proprietary satellite radio systems. We also transmit a larger set of musicsystems and other channels and video programming through our streaming service. Our streaming service is available online and throughstreamed via applications for mobile devices, home devices and other consumer electronic equipment.  WeSatellite radios are primarily distributed through automakers, retailers and our website. Our Sirius XM service is also provide connected vehicle services. Our connected vehicle services are designed to enhance the safety, securityavailable through our user interface, which we call “360L,” that combines our satellite and driving experience for vehicle operators while providing marketing and operational benefits to automakers and their dealers.

Our satellite radios are primarily distributedPandora business operates a music, comedy and podcast streaming platform, offering a personalized experience for each listener wherever and whenever they want to listen, whether through automakers;mobile devices, car speakers or connected devices. Pandora enables listeners to create personalized stations and playlists, discover new content, hear artist- and expert-curated playlists, podcasts and select Sirius XM content as well as search and play songs and albums on-demand. Pandora is available as (1) an ad-supported radio service, (2) a radio subscription service (Pandora Plus) and (3) an on-demand subscription service (Pandora Premium). As of December 31, 2021, Pandora had approximately 6.4 million subscribers.

We offer a dynamic programming lineup of commercial-free music plus sports, entertainment, comedy, talk, and news, including:

We stream selectOur streaming service includes a variety of music and non-music channels, over the Internet.  Our streaming service includesincluding channels and content that are not available on our satellite radio service.  Access to our streaming service, is currently offered to subscribers for a fee.and podcasts. We also offer applications to allow consumers to access our streaming service on smartphones, tablets, computers, home devices and other consumer electronic equipment.

In 2018, we introduced a user interface,Our next generation automotive platform, which we call “360L,” that combines our satellite and streaming services into a single, cohesive in-vehicle entertainment experience. OurWe have agreements with many automakers to deploy our 360L interface has been deployed in Dodge Ram trucks and isa variety of vehicles. We believe that 360L will be included in a majority of vehicles that include Sirius XM functionality in the process of being introduced by several other automakers. future.

We distribute satellite radios through the sale and lease of new vehicles.  We have agreements with every major automakerautomakers to offer satellite radios in their vehicles.  Satellite radios are available as a factory or dealer-installed optionfactory-installed feature in substantially all vehicle makes sold in the United States.

We acquire subscribers through the sale and lease of previously owned vehicles with factory-installed satellite radios.  We have entered into agreements with many automakers to market subscriptionsinclude a subscription to purchasers and lesseesour service in the sale or lease of vehicles which include satellite radios sold through their certified pre-owned programs.  We also work directly with franchise and independent dealers on programs for non-certified used vehicles.

We sell satellite radios directly to consumers through our website.  Satellite radios are also marketed and distributed through national, regional and internetonline retailers, such as amazon.com.Amazon.com.

Our satellite radio systems are designed to provide clear reception in most areas of the continental United States despite variations in terrain, buildings and other obstructions.  We continually monitor our infrastructure and regularly evaluate improvements in technology.

Our programming originates from studios in New York City, Los Angeles and Washington D.C. and, to a lesser extent, from smaller studios in Los Angeles, Nashville and a variety of venues across the country.  Our corporate headquarters is based in New York City. We provide equipment to artists and hosts to enable remote creation and transmission of programming.

We do not manufacture radios.  We have authorized manufacturers and distributors to produce and distribute radios, and have licensed our technology to various electronics manufacturers to develop, manufacture and distribute radios under certain

We provide connected vehicle services to several automakers and directly to consumers through aftermarket devices.automakers. Our connected vehicle services are designed to enhance the safety, security and driving experience for vehicle operators while providing marketing and operational benefits to automakers and their dealers.  We offer a portfolio of location-based services through two-way wireless connectivity, including safety, security, convenience, maintenance and data services, remote vehiclesvehicle diagnostics, and stolen or parked vehicle locator services.

Sirius XM holds a 70% equity interest and 33% voting interest in Sirius XM Canada, Holdings Inc. (“Sirius XM Canada”), with the remainder of Sirius XM Canada's voting and equity interests held by two shareholders.

Pandora Media, Inc.LLC, which owns and operates our Pandora business, is a wholly owned subsidiary of Sirius XM.

Our Pandora Media, Inc. ("Pandora"), in which Sirius XM had previously made an investment in 2017. Pandora operates an internet-based music discovery platform, offeringbusiness offers a personalized experienceaudio entertainment platform for listeners. Aseach listener. Users are able to create personalized stations and playlists and search and play songs and albums on-demand. The Pandora service utilizes content

Our Pandora business offers Pandora Plus - an ad-free, subscription version of the radio service that includes options for replaying songs, skipping songs, offline listening, and higher quality audio on June 9, 2017, unless stockholder approval has been received). We are also entitledsupported devices. Content provided to a separate class vote with respect to certain amendments to Pandora’s organizational documents, issuances byeach listener of Pandora of securities that are senior to, or equal in priorityPlus is more tailored when the listener interacts more with the Series A Preferred Stock andplatform. Premium Access is also available to Pandora Plus listeners.

Our Pandora business offers Pandora Premium - an on-demand subscription service that combines the incurrence of certain indebtedness by Pandora.

We face significant competition for both listeners and advertisers in our satellite radioSirius XM business and our Pandora business, including from providers of radio and other audio services.

AFor our Sirius XM business, a number of providers compete with our traffic services.  In-dash navigation is threatenedservices, particularly by smartphones that provide data services through a direct vehicle interface.  Most of these smartphones offeroffering GPS mapping with sophisticated data-based turn-by-turnturn navigation.

Our Sirius XM connected vehicle services business operates in a highly competitive environment and competes with several providers including Verizon Telematics as well as with products being developed for vehicles by automakers for their vehicles.and other third parties.  OnStar, a division of General Motors, also offers connected vehicle services in GM vehicles.  We also compete with wirelessWireless devices, such as mobile phones.phones, are also competitors. We compete against other connected vehicle service providers for automaker arrangements on the basis of innovation, service quality and reliability, technical capabilities and systemssystem customization, scope of service, industry experience, past performance and price.

As operators of a privately-owned satellite system, we are regulated by the FCC under the Communications Act of 1934, principally with respect to:

In connection with our music programming,businesses, we must negotiate and enter into royalty arrangements with two sets of rights holders:  holders of copyrights in musical workscompositions copyrights (that is, the music and lyrics) and holders of copyrights in sound recordings copyrights (that is, the actual recording of a work). Our Sirius XM business and our Pandora business use both statutory and direct music licenses as part of their businesses. We license varying rights - such as performance and mechanical rights - for use in our Sirius XM and Pandora businesses based on the various radio and interactive services they offer. Set forth below is a brief overview of the music composition and sound recording licenses employed by our Sirius XM and Pandora businesses. These music licensing arrangements are complex and the description below is only a summary of these complicated licensing schemes.

Musical worksThe holders of performance rights holders,in musical compositions, generally songwriters and music publishers, have been traditionallyare represented by performing rights organizations such as the American Society of Composers, Authors and Publishers (“ASCAP”), Broadcast Music, Inc. (“BMI”) and, SESAC, Inc. (“SESAC”).  The market for rights relating to musical works is changing rapidly. Songwriters and music publishers have withdrawn from the traditional performing rights organizations, particularly ASCAP and BMI, and new entities, such as Global Music Rights LLC (“GMR”), have been formed to represent rights holders.. These organizations negotiate fees with copyright users, collect royalties and distribute them to the rights holders.  We

Sound recording rights holders, typically large record companies,Operators of a non-interactive satellite radio or streaming service are primarily represented by SoundExchange, Inc., an organization which negotiates licenses, and collects and distributes royalties on behalfentitled to license sound recordings under the statutory license contained in Section 114 of record companies and performing artists.  Wethe United States Copyright Act (the “statutory license”). Under the statutory license, we may negotiate royalty arrangements with the owners of sound recordings or, if negotiation is unsuccessful, the royalty rate is established by the Copyright Royalty Board (the “CRB”CRB. Sound recording rights holders, typically large record companies, are primarily represented by SoundExchange, Inc. (“SoundExchange”), an organization which negotiates licenses, and collects and distributes royalties on behalf of record companies and performing artists.

We have registered, and intend to maintain, the trademarks “Sirius”, “XM”, “SiriusXM” and “SXM” with the United States Patent and Trademark Office in connection with the services we offer. We are not aware of any material claims of infringement or other challenges to our right to use the “Sirius”, “XM”, “SiriusXM” or “SXM” trademarks in the United States.  We also have registered, and intend to maintain, trademarks for the names of certain of our channels.  We have also registered the trademarks “Sirius”, “XM” and “SiriusXM” in Canada. We have granted a license to use certain of our trademarks in Canada to Sirius XM Canada.

As of December 31, 2018,2021, we had 2,6995,590 full-time and part-time employees, the overwhelming majority of which were full-time employees. During 2021, our workforce decreased by approximately 2.4% compared to the prior year, and our core voluntary full-time employee turnover rate was approximately 12.6%.

We operate in a highly competitive and technologically challenging environment. We provide competitive compensation and benefits programs for our employees. In addition we rely uponto salaries, these programs (which vary by employee level and by the country where the employees are located) include, among other items, bonuses, equity-based compensation awards, a number401(k) plan and a non-qualified deferred compensation plan, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, paid parental leave, advocacy resources, flexible work schedules and employee assistance programs.

We provide numerous training opportunities for our employees, with a focus on continuous learning and development and methodologies to manage performance, provide feedback and develop talent. We also have an internal digital workplace which provides employees with quick access to learning resources that cover a variety of part-timetopics.

Our executive offices are located at 12901221 Avenue of the Americas, 11th35th floor, New York, New York 1010410020 and our telephone number is (212) 584-5100.  Our internet address is www.siriusxm.com. Our annual, quarterly and current reports, and any amendments to those reports, filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be accessed free of charge through our website as soon as reasonably practicable after we have electronically filed or furnished such material with the SEC.  The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. Siriusxm.com (including any other reference to such address in this Annual Report) is an inactive textual reference only, meaning that the information contained on or accessible from the website is not part of this Annual Report on Form 10-K and is not incorporated in this report by reference. We may use our website as a distribution channel of material company information. Financial and other important information regarding us is routinely posted on and accessible through our website at https://www.siriusxm.com. In

Certain information regarding our executive officers as of January 28, 20192022 is provided below:

We face substantial competition fromcompete for the time and attention of our listeners with other content providers on the basis of radioa number of factors, including quality of experience, relevance, acceptance and audio services.perception of content quality, ease of use, price, accessibility, brand awareness, reputation and, in the case of our ad-supported Pandora service, perception of ad load, features and functionality. Our ability to attract and retain subscribers and listeners depends on our success in creating and providing popular or unique music, entertainment, news and sports programming.  Our subscribers can obtain certain similar content for free through terrestrial radio stations, Internet radio services and Internet streaming services.  Audio content delivered via the Internet, including through mobile devices that are

Competition could result in lower subscription, advertising or other revenue and an increase in our marketing, promotion or other expenses and, consequently, lower our earnings and free cash flow.  We cannot assure you we will be able to compete successfully with our existing or future competitors or that competition will not have a materialan adverse impact on our operations and financial condition.

Our ability to retain subscribers or increase the number of subscribers is uncertain.

As part of our business, we experience, and expect to experience in the future, subscriber turnover (i.e., churn).

We cannot predict how successful we will be at retaining customers who purchase or lease vehicles that include a subscription to our satellite radioSirius XM service. A substantial portionpercentage of our Sirius XM subscribers are on discounted pricing plans and our ability to retain these subscribers or migrate them to higher priced plans is uncertain. AOur discounted pricing strategy is

Our efforts to acquire subscribers purchasing or leasing used vehicles may attract subscribers of more limited economic means.price sensitive consumers. For example, consumers purchasing or leasing used vehicles may be more price sensitive than consumers purchasing or leasing new vehicles, may convert from trial subscribers to self-paying subscribers at a lower rate, and may cancel their subscriptions more frequently than consumers purchasing or leasing new vehicles. Some of our marketing efforts may also attract more price sensitive subscribers;subscribers, and our efforts to increase the penetration of satellite radios in new, lower-priced vehicle lines may result in the growth of more economy-minded subscribers. In addition, over time the changing demographics of our subscriber base, such as the expected increase in “Millennial generation customers, from the “millennial generation,” may increase the number of subscribers accustomed to consuming entertainment through freead-supported products. Each of these factors may harm our revenue or require additional spending on marketing efforts to demonstrate the value of our Sirius XM service.

We have agreements with major automakers to include satellite radios in new vehicles, although these agreements do not require automakers to install specific or minimum quantities of radios in any given period. Our business could be adversely affected if automakers do not continue to include our Sirius XM service in their products.

Sales of used vehicles represent a significant source of new subscribers for our satellite radio service. We have agreements with auto dealers and companies operating in the used vehicle market to protect the securityprovide us with data on sales of personal information about our customers, we could be subject to costly government enforcement actions and private litigation and our reputation could suffer.

In the ordinary course of operation, satellites experience failures of component parts and operational and performance anomalies. Components on several of our in-orbit satellites have failed, and from time to time we failhave experienced anomalies in the operation and performance of these satellites. These failures and anomalies are expected to protectcontinue in the securityordinary course, and we cannot predict if any of personal information aboutthese possible future events will have a material adverse effect on our customersoperations or if we experience a significant data security breach, we could be exposed to costly government enforcement actions and private litigation andthe life of our reputation could suffer.existing in-orbit satellites. In addition, our subscribers and potential customers could lose confidence inSirius network of terrestrial repeaters communicates with a single third party satellite. Our XM network of terrestrial repeaters communicates with a single XM satellite. If the satellites communicating with the applicable repeater network fail unexpectedly, the services would be disrupted for several hours or longer.

Any material failure of our

The development of new applications and services in spectrum adjacent to the frequencies licensed to us, as well as the combination of signals in other frequencies, may cause harmful interference to our satellite radio service in certain areas of the United States. Certain operations or combination of operations permitted by the FCC in spectrum, other than our licensed frequencies, results in the loss of signal to our service, and the reception of our satellite radio service can be adversely affected in certain areas. Elimination of this interference may not be possible in all cases. In other cases, our efforts to reduce this interference may require extensive engineering efforts and additions to our terrestrial infrastructure. These mitigation efforts may be costly and take several years to implement and may not be entirely effective. In certain cases, we are dependent on the FCC to assist us in preventing harmful interference to our service.

The number of monthly active users to our ad-supported Pandora business has declined consistently for several years, including in extensive marketing efforts2021, and may further contract in the continued effectivenessfuture.

The size of those efforts areour ad-supported listener base is an important partelement of our Pandora business. The decline in our listener base has resulted in fewer listener hours and available advertising spots on our Pandora service, which ultimately may result in declines in our advertising revenue, and adversely affect our Pandora business. The contraction of our ad-supported listener base also decreases the size of demographic groups targeted by advertisers, which may hurt our ability to deliver advertising in a manner that maximizes advertisers’ return on investment and compete with other digital advertising platforms.

We engagederive substantial revenue on our Pandora service from the sale of advertising. Our ability to attract and retain advertisers, and ultimately to sell our advertising inventory, depends on a number of factors, including:

The substantial majority of the total listening to our Pandora service occurs on mobile devices. We are engaged in efforts acrossto continue to convince advertisers of the capabilities and value of mobile digital advertising and to direct an increasing portion of their advertising spend to our ad-supported Pandora service.

Our ability to predict and select music, comedy, podcasts and other content that our listeners enjoy is important to the perceived value of our Pandora service to consumers and the failure to make accurate predictions would adversely affect our ability to attract and retain subscribers and listeners, increase listener hours and sell advertising.

We receive a substantial amount of data on purchasers and lessees of new and used vehicles from third parties. We use this data to market our services. We employcollect and use demographic and other information, including location information, from and about our listeners through the internet. Further, we and third parties use tracking technologies, including “cookies” and related technologies, to help us manage and track our listeners’ interactions with our services and deliver relevant advertising.

Privacy-related laws and regulations, such as partthe California Consumer Privacy Act and the European General Data Protection Regulation, are evolving and subject to potentially differing interpretations. Various federal and state legislative and regulatory bodies as well as foreign legislative and regulatory bodies may expand current or enact new laws regarding privacy and data security-related matters. New laws, amendments to or re-interpretations of existing laws and contractual obligations, as well as changes in our listeners’ expectations and demands regarding privacy and data security, may limit our ability to collect and use consumer data. Restrictions on our ability to collect, access and harness listener data, or to use or disclose listener data or profiles that we develop using such data, could limit our ability to deliver personalized content to our listeners and offer targeted advertising opportunities to our advertisers, each of which are important to the success of our marketing campaigns, including telemarketing effortsbusiness. Increased regulation of data utilization and email solicitations.  The effectivenessdistribution practices could increase our costs of operation or otherwise adversely affect our marketing efforts is affected by a broad range of factors, including creative and execution factors. Our ability to reach consumers with radio and television advertising, direct mail materials, email solicitations and telephone calls is an important part of our efforts and a significant factor in the effectiveness of our marketing. If we are unable to reach consumers through email solicitations or telemarketing, including as a result of “spam” and email filters or call blocking technologies, our marketing efforts will be adversely affected. A decline in the effectiveness of our marketing efforts could have a material adverse impact on our operations and financial condition.business.

ConsumerFederal and state consumer protection laws, rules and regulations cover nearly all aspects of our marketing efforts, including the content of our advertising, the terms of consumer offers and the manner in which we communicate with subscribers and prospective subscribers.consumers.  A number of governmental authorities have commenced investigations into our consumer practices, including the manner in which we allow consumers to cancel subscriptions to our services. The nature of our business requires us to expend significant resources to try to ensure that our marketing activities comply with federal and state laws, rules and regulations relating to consumer protection laws, including laws relating to telemarketing activities and privacy.  There can be no assurance that theseThese efforts willmay not be successful, or thatand we will notmay have to expend even greater resources in our compliance efforts.

We hold FCC licenses and authorizations to operate commercial satellite radio services in the United States, including satellites, terrestrial repeaters and related authorizations. The FCC generally grants licenses and authorizations for a fixed term. Although we expect our licenses and authorizations to be renewed in the ordinary course upon their expiration, there can be no assurance that this will be the case. Any assignment or transfer of control of any of our FCC licenses or authorizations must be approved in advance by the FCC.

The operation of our satellite radio systems is subject to significant regulation by the FCC under authority granted through the Communications Act of 1934 and related federal law. We are required, among other things, to operate only within specified frequencies; to meet certain conditions regarding the interoperability of our satellite radios with those of other licensed satellite radio systems; to coordinate our satellite radio services with radio systems operating in the same range of frequencies in neighboring countries; and to coordinate our communications links to our satellites with other systems that operate in the same frequency band.

Noncompliance by us with these requirements or other conditions or with other applicable FCC rules and regulations could result in fines, additional license conditions, license revocation or other detrimental FCC actions. There is no guarantee that Congress will not modify the statutory framework governing our services, or that the FCC will not modify its rules and regulations in a manner that would have an adverse impact on our operations.

To date, we are not aware that we have had a significant cyber-attack or breach that has had a material impact on our business or results of operations. We have implemented systems and processes intended to secure our information technology systems and prevent unauthorized access to or loss of sensitive, confidential and personal data, including through the use of encryption and authentication technologies. Additionally, we have increased our monitoring capabilities to enhance early detection and timely response to potential security anomalies.

WeThe cyber security measures we have implemented, however, may from timenot be sufficient to time modify our business plan,prevent all possible attacks and these changes could adversely affect us and our financial condition.

We rely on systems housed at our own premises and at those of third party vendors to enable subscribers and listeners to access our Pandora and Sirius XM services in a dependable and efficient manner. Any degradation in the quality, or any failure, of our systems could reduce our revenues, cause us to lose customers and damage our brands.  Although we have implemented practices designed to maintain the satellites that transmit to our terrestrial repeater networks would likely result in degradationavailability of the affectedinformation technology systems we rely on and mitigate the harm of any unplanned interruptions, we cannot anticipate all eventualities. We occasionally experience unplanned outages or technical difficulties. We could also experience loss of data or processing capabilities, which could cause us to lose customers and could harm our reputation and operating results.

We rely on internal systems and external systems maintained by manufacturers, distributors and service for some subscribersproviders to take, fulfill and handle customer service requests and host certain online activities. Any interruption or failure of our internal or external systems could prevent us from servicing customers or cause data to be unintentionally disclosed. Our services have experienced, and we expect them to continue to experience, periodic service interruptions and delays involving our own systems and those of our vendors.

Our data centers and our information technology and communications systems are vulnerable to damage or interruption from natural disasters, malicious attacks, fire, power loss, telecommunications failures, computer viruses or other attempts to harm our systems. The occurrence of any of these events could result in completeinterruptions in our services and unauthorized access to, or alteration of, the content and data contained on our systems and that these third party vendors store and deliver on our behalf.

Damage or interruption to our data centers and information technology and communications centers could expose us to data loss or manipulation, disruption of service, monetary and reputational damages, competitive disadvantage and significant increases in certaincompliance costs and costs to improve the security and resiliency of our computer systems. The compromise of personal, confidential or all areas.  Damageproprietary information could also subject us to legal liability or regulatory action under evolving cybersecurity, data protection and privacy laws and regulations enacted by the U.S. federal and state governments or other foreign jurisdictions or by various regulatory organizations. As a result, our ability to conduct our business and our results of operations might be adversely affected.

We must maintain music programming royalty arrangements with, and pay license fees to, owners of rights in musical works in order to operate our services. Traditionally, BMI, ASCAP and SESAC have negotiated for these copyright users, collected royalties and distributed them to songwriters and music publishers. These traditional arrangements are changing. The fracturing of the traditional system for licensing rights in musical works may have significant consequences to our business, including increasing licensing costs and reducing the availability of certain pieces for use on our services.

Under the United States Copyright Act, we also must pay royalties to copyright owners of sound recordings for the performance of such sound recordings on our Sirius XM service. Those royalty rates may be established through negotiation or, if negotiation is unsuccessful, by the Copyright Royalty Board. Owners of copyrights in sound recordings have created SoundExchange, a collective organization, to collect and distribute royalties. SoundExchange is exempt by statute from certain U.S. antitrust laws and exercises significant market power in the licensing of sound recordings. Under the terms of the Copyright Royalty Board’s existing decision governing sound recording royalties for satellite uplink facilities could result inradio, we are required to pay a complete lossroyalty based on our gross revenues associated with our satellite radio service, subject to certain exclusions, of our services until we could transfer operations to suitable back-up facilities.15.5% per year for each of the next six years.

Pandora has significant influence, including over actions requiring stockholder approval,direct license agreements with many sound recording copyright and its interests may differ frommusical work copyright owners. These agreements grant us the interestsright to operate Pandora Premium, and add interactive features, such as replays, additional skips and offline play, to Pandora’s ad-supported service and to Pandora Plus.

The economic terms of other holders of our common stock.

If Pandora fails to maintain these direct licenses, or if rights to certain music were no longer available under these licenses, then we may have to remove the affected music from Pandora’s services, or discontinue certain interactive features for such music, and it might become commercially impractical for us to operate Pandora Premium, Pandora Plus or certain features of our advertising supported service. Any of these occurrences could have an adverse effect on exemptions from certain corporate governance requirements.our business, financial condition and results of operations.

WeSeveral of these direct licenses also include provisions related to the terms of those agreements relative to other content licensing arrangements, which are commonly referred to as “most favored nation” clauses. These provisions have caused, and may in the future cause, our payments under those agreements to escalate substantially. In addition, many record labels, music

There is no guarantee that these direct licenses will be renewed in the future or that such licenses will be available on the economic terms associated with the current licenses. If we are unable to secure and maintain direct licenses for the purposesrights to provide music on our Pandora services on terms similar to those under our current direct licenses, our content costs could rise and adversely affect our business, financial condition and results of operations.

Pandora has direct licenses with thousands of music publishers. Those licenses provide that the royalty rate for “reproduction rights” or “mechanical rights”, which are required to offer the interactive features of our Pandora services, are determined by the rate formula set by the Copyright Royalty Board for the compulsory license made available by Section 115 of the NASDAQ Stock Market listing rules. As such, we have elected notCopyright Act. These royalty rates also apply to comply with certain NASDAQ corporate governance requirements. Although a majorityPandora’s use of our board of directors consists of independent directors,musical works for which we do not have a compensation committeedirect license with the copyright owners.

The Copyright Royalty Board has issued a rate formula for the period from January 1, 2018 through December 31, 2022. Pursuant to that decision, the rate for the mechanical rights and nominatingperformance rights needed in connection with interactive streaming would have increased annually between 2018 and corporate governance committee2022. On August 11, 2020, the United States Court of Appeals for the District of Columbia Circuit concluded that consist entirely of independent directors. Accordingly, you may not have the same protections affordedCRB failed to stockholders of companies that are subject to allprovide adequate notice of the corporate governance requirementsrate structure it adopted, failed to explain its rejection of NASDAQ.a past settlement agreement as a benchmark for going forward, and never identified the source of its asserted authority to substantively redefine a material term of its initial determination. For these reasons, the Court of Appeals overturned the CRB’s adopted rate structure and percentage rates and remanded the proceeding to the CRB for further proceedings. The CRB has proceedings underway to consider and address the Court of Appeals’ decision.

Development of our systems has depended upon the intellectual property that we have developed, as well as intellectual property licensed from third parties. If the intellectual property that we have developed or use is not adequately protected, others will be permitted to and may duplicate portions of our systems or services without liability. In addition, others may challenge, invalidate, render unenforceable or circumvent our intellectual property rights, patents or existing licenses or we may face significant legal costs in connection with defending and enforcing those intellectual property rights. Some of the know-how and technology we have developed, and plan to develop, is not now, nor will it be, covered by U.S. patents or trade secret protections. Trade secret protection and contractual agreements may not provide adequate protection if there is any unauthorized use or disclosure. The loss of necessary technologies could require us to substitute technologies of lower quality performance standards, at greater cost or on a delayed basis, which could harm us.

Other parties may have patents or pending patent applications, which will later mature into patents or inventions that may block or put limits on our ability to operate our system or license our technologies. We may have to resort to litigation to enforce our rights under license agreements or to determine the scope and validity of other parties’ proprietary rights in the subject matter of those licenses. This may be expensive and we may not succeed in any such litigation.

Third parties may assert claims or bring suit against us for patent, trademark or copyright infringement, or for other infringement or misappropriation of intellectual property rights. Any such litigation could result in substantial cost, and diversion of effort and adverse findings in any proceeding couldbe costly, divert our efforts from our business, subject us to significant liabilities to third parties;parties, require us to seek licenses from third parties;parties, block our ability to operate our systemsservices or license our technology;technology, or otherwise adversely affect our ability to successfully develop and market our satellite radio systems.services.

We currently pay a quarterly cash dividend to holders of our common stock, although we have no obligation to do so, and our dividend policy may change at any time without notice to our stockholders. The declaration and payment of dividends is at the discretion of our board of directors in accordance with applicable law after taking into accountconsidering various factors, including our financial condition, operating results, current and anticipated cash needs, limitations imposed by our indebtedness, legal requirements and other factors that our board of directors deems relevant.

We have made various statements in this Annual Report on Form 10-K that may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may also be made in our other reports filed with or furnished to the SEC, in our press releases and in other documents. In addition, from time to time, we, through our management, may make oral forward-looking statements. For example, these forward-looking statements may include, among other things, our statements about our outlook and our future results of operations and financial condition; share repurchase plans; the impact of economic and market conditions; and the impact of our acquisition of Pandora.recent acquisitions. The words “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “may,” “should,” “could,” “would,” “likely,” “projection,” “outlook” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are subject to risks and uncertainties, including those identified above, which

None.

Below is a list of the principal properties that we own or lease:

For a discussion of business, we are a defendant or partyour “Legal Proceedings,” refer to various claims and lawsuits, including those discussed below.

Our common stock is traded on the NASDAQ Global Select Market under the symbol “SIRI.” On January 28, 2019,2022, there were approximately 7,8796,529 record holders of our common stock.

On January 29, 2019,As of December 31, 2021, our board of directors approvedhad authorized us to repurchase an additional $2.0aggregate of $18.0 billion for repurchase of our common stock. The new approval increases the amount of common stock that weand have been authorized to repurchase to an aggregate of $14.0 billion. Our board of directors did not establish an end date for this stock repurchase program.  Shares of common stock may be purchased from time to time on the open market, pursuant to pre-set trading plans meeting the requirements of Rule 10b5-1 under the Exchange Act, in privately negotiated transactions, including transactions with Liberty Media and its affiliates, or otherwise.  As of December 31, 2018,2021, our cumulative repurchases since December 2012 under our stock repurchase program totaled 2.73.6 billion shares for approximately $10.7$15.9 billion, and approximately $1.3$2.1 billion remained available under our existing $12.0$18.0 billion stock repurchase program.  The size and timing of our repurchases will be based on a number of factors, including price and business and market conditions.