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☑						ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM __________ TO ________

Delaware									38-3916511
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Common stock, $0.001 par value

SIRI

The NASDAQ Stock Market LLC

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

Item No.						Description
						PART I
Item 1.						Business			4
Item 1A.						Risk Factors			18
Item 1B.						Unresolved Staff Comments			31
Item 2.						Properties			32
Item 3.						Legal Proceedings			32
Item 4.						Mine Safety Disclosures			32
						PART II
Item 5.						Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			33
Item 6.						Reserved			36
Item 7.						Management's Discussion and Analysis of Financial Condition and Results of Operations			36
Item 7A.						Quantitative and Qualitative Disclosures About Market Risk			55
Item 8.						Financial Statements and Supplementary Data			55
Item 9.						Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			55
Item 9A.						Controls and Procedures			55
Item 9B.						Other Information			56
Item 9C.						Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			56
						PART III
Item 10.						Directors, Executive Officers and Corporate Governance			57
Item 11.						Executive Compensation			57
Item 12.						Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			57
Item 13.						Certain Relationships and Related Transactions and Director Independence			57
Item 14.						Principal Accountant Fees and Services			57
						PART IV
Item 15.						Exhibits and Financial Statement Schedules			58
Item 16.						Form 10-K Summary			58
						Signatures			64

ITEM 1.    BUSINESS

Podcasting

•an extensive selection of music genres, ranging from rock, pop and hip-hop to country, dance, jazz, Latin and classical;

•live play-by-play sports from major leagues and colleges;

•a multitude of talk, entertainment and comedy channels for a variety of audiences;

•a wide range of national, international and financial news; and

•exclusive limited run channels.

•satellites, terrestrial repeaters and other satellite facilities;

•studios; and

•radios.

Satellites. We provide our service through a fleet of orbiting geostationary satellites. Two of these satellites, FM-5 and FM-6, transmit our service on frequencies originally licensed by the Federal Communications Commission (the “FCC”) to Sirius, and two of these satellites, XM-5 and SXM-8, transmit our service on frequencies originally licensed by the FCC to XM. Our XM-3 and XM-4 satellites serve as spares for the XM system.

Satellite Television Service.  Certain of our music channels are offered as part of select programming packages on the DISH Network satellite television service.

•the licensing of our satellite systems;

•preventing interference with or to other users of radio frequencies; and

•compliance with FCC rules established specifically for U.S. satellites and satellite radio services.

Sirius XM Business. We have arrangements with ASCAP, BMI, SESAC, and GMR to license the musical compositions we perform on our satellite radio and streaming services. Our Sirius XM business does not require a mechanical license.

Pandora Business. We have arrangements with ASCAP, BMI, SESAC, GMR and a variety of other copyright owners to license the musical compositions performance rights we use on our Pandora services. For our Pandora ad-supported radio service, certain copyright holders receive as a performance royalty their usage-based and ownership-based share of a royalty pool equal to 21.5% of the content acquisition costs that we pay for sound recordings on our ad-supported service and others receive a fixed fee.

Pandora Business. For our Pandora business, we have entered into direct license agreements with major and independent music labels and distributors for a significant majority of the sound recordings that stream on the Pandora ad-supported service, Pandora Plus and Pandora Premium.

Name			Age			Position
Jennifer C. Witz			54			Chief Executive Officer
Scott A. Greenstein			63			President, Chief Content Officer
Patrick L. Donnelly			61			Executive Vice President, General Counsel and Secretary
Joseph Inzerillo			50			Chief Product and Technology Officer
Sean S. Sullivan			55			Executive Vice President and Chief Financial Officer
Joseph A. Verbrugge			53			Chief Commercial Officer

Jennifer C. Witz has served as our Chief Executive Officer since January 1, 2021. From March 2019 through December 2020, she was our President, Sales, Marketing and Operations. From August 2017 until March 2019 she was our Executive Vice President, Chief Marketing Officer. Ms. Witz joined us in March 2002 and has served in a variety of senior financial and operating roles. Before joining Sirius XM, Ms. Witz was Vice President, Planning and Development, at Viacom Inc., a global media company, and prior to that she was Vice President, Finance and Corporate Development, at Metro-Goldwyn-Mayer, Inc., an entertainment company focused on the production and global distribution of film and television content. Ms. Witz began her career in the Investment Banking Department at Kidder, Peabody & Co Inc.

Scott A. Greenstein has served as our President and Chief Content Officer since May 2004.  Prior to May 2004, Mr. Greenstein was Chief Executive Officer of The Greenstein Group, a media and entertainment consulting firm.  From 1999 until 2002, he was Chairman of USA Films, a motion picture production, marketing and distribution company.  From 1997 until 1999, Mr. Greenstein was Co-President of October Films, a motion picture production, marketing and distribution company.  Prior to joining October Films, Mr. Greenstein was Senior Vice President of Motion Pictures, Music, New Media and Publishing at Miramax Films, and held senior positions at Viacom Inc.

Patrick L. Donnelly has served as our Executive Vice President, General Counsel and Secretary, since May 1998.  From June 1997 to May 1998, he was Vice President and Deputy General Counsel of ITT Corporation, a hotel, gaming and entertainment company that was acquired by Starwood Hotels & Resorts Worldwide, Inc. in February 1998.  From October 1995 to June 1997, he was assistant general counsel of ITT Corporation. Prior to October 1995, Mr. Donnelly was an attorney at the law firm of Simpson Thacher & Bartlett LLP.

Joseph Inzerillo has served as our Chief Product and Technology Officer since January 2022. Prior to that, Mr. Inzerillo was the Executive Vice President & Chief Technology Officer – Disney Streaming since 2017. Prior to that, Mr. Inzerillo held a variety of senior technology positions at Major League Baseball and its subsidiaries. From 2015 to 2017, Mr. Inzerillo served as Executive Vice President & Chief Technology Officer of BAMTech Media, a distributor of direct-to-consumer video and a provider of video streaming solutions. Mr. Inzerillo was the Chief Technology Officer of Major League Baseball Advanced Media, LP from 2014 through 2015, and the Senior Vice President of Multimedia Distribution of that entity from 2006 to 2014. During his tenure at Major League Baseball Advanced Media, LP, Mr. Inzerillo also served as Chief Technology Officer for Major League Baseball. Mr. Inzerillo started his career with the Chicago White Sox and was the Chief Technology Officer of the United Center, home of the Chicago Bulls and Chicago Blackhawks.

Sean S. Sullivan has served as our Executive Vice President and Chief Financial Officer since October 2020. From June 2011 to October 2020, he was the Executive Vice President and Chief Financial Officer of AMC Networks Inc., a global entertainment company. From September 2010 to June 2011, he was the Chief Corporate Officer of Rainbow Media Holdings LLC, the predecessor of AMC Networks Inc. and then a subsidiary of Cablevision Systems Corp. Prior to that, Mr. Sullivan was Chief Financial Officer of HiT Entertainment, a children’s entertainment company, from 2009 to 2010; the Chief Financial Officer and President of the Commercial Print and Packaging division of Cenveo, Inc., a diversified manufacturing company focused on print-related products, from 2005 to 2008; and Executive Vice President and Chief Financial Officer of Spencer Press, Inc., a catalogue printing company, from 2004 to 2005. He is a member of the board of directors of Acushnet Holdings Corp., a leader in the design, development, manufacturing and distribution of golf products, and serves on its nominating and corporate governance committee and is the chair of its audit committee.

Joseph A. Verbrugge has served as our Chief Commercial Officer since June 2022. Mr. Verbrugge has served in many senior positions during his 19-year career with us. Mr. Verbrugge served as our Executive Vice President, SXM Digital Subscriptions, from January 2022 until June 2022; as our Executive Vice President, Sales and Development, from October 2020 until January 2022; as our Executive Vice President, Division President, Connected Vehicle, from March 2019 until October 2020; as our Executive Vice President and General Manager, Emerging Business, from April 2017 until March 2019; and as our Executive Vice President, Sales and Development, from December 2015 until April 2017. From September 2004 through December 2015, Mr. Verbrugge served in various senior positions for us and XM Satellite Radio Holdings Inc. Mr. Verbrugge was a consultant with The Dealy Strategy Group LLC, a management consulting firm specializing in international satellite communications and information services companies, from 1999 until 2004. Mr. Verbrugge is a member of the board of directors of Stride, Inc., a provider of tech-enabled education solutions, and serves on its compensation committee.

We also have experienced, and may continue to experience, delays in securing certain application specific integrated circuits (which are commonly referred to as “chipsets”) that are essential components of our satellite radios. Delays or the unavailability of these components could have an adverse impact on our operations and financial conditions.

•the price of our service;

•the ease of use of our service;

•the effectiveness of our marketing programs;

•with respect to our Sirius XM service, the sale or lease rate of new vehicles in the United States;

•the rate at which our self-pay subscribers to our Sirius XM service buy and sell new and used vehicles in the United States;

•our ability to convince owners and lessees of new and used vehicles that include satellite radios to purchase subscriptions to our Sirius XM service;

•the perceived value of our programming and the packages and services we offer;

•our ability to introduce features in a manner that is favorably received by consumers;

•our ability to keep up with rapidly evolving technology and features in audio entertainment;

•our ability to respond to evolving consumer tastes; and

•actions by our competitors, such as Spotify, Apple, Google, Amazon and other audio entertainment and information providers.

•manufacturers that build and distribute satellite radios;

•companies that manufacture and sell integrated circuits for satellite radios;

•third-party software that supports our apps and services;

•programming providers, including agreements with owners of various copyrights in music, and on-air talent;

•vendors that operate our call centers;

•vendors that have designed or built, and vendors that support or operate, other important elements of our systems, including our satellites and cloud-based systems we use;

•Apple, who distributes our apps through its App Store and who, in the case of our Pandora service, we rely on to collect fees and approve the terms of our consumer offers; and

•Google, who distributes our apps through its App Store and who, in the case of our Pandora service, we rely on to collect fees and approve the terms of our consumer offers, and who plays an important role in the fulfillment of the ads we sell on our Pandora platform.

•degradation and durability of solar panels;

•quality of construction;

•random failure of satellite components, which could result in significant damage to or loss of a satellite;

•amount of fuel the satellite consumes;

•the performance of third parties that manage the operation of our satellites; and

•damage or destruction as a result of electrostatic storms, terrorist attacks, collisions with other objects in space or other events, such as nuclear detonations, occurring in space.

•the number of listener hours on the Pandora ad-supported service, particularly the number of listener hours attributable to high-value demographics;

•keeping pace with changes in technology and our competitors, some of which have significant influence over the distribution of our Pandora app;

•competing effectively for advertising with other dominant online services, such as Spotify, Google and Facebook, as well as other marketing and media outlets;

•successfully competing for local radio advertising;

•demonstrating the ability of advertisements to reach targeted audiences, including the value of mobile digital advertising;

•ensuring that new ad formats and ad product offerings are attractive to advertisers and that inventory management decisions (such as changes to ad load, frequency, prominence and quality of ads that we serve listeners) do not have a negative impact on listener hours; and

•adapting to technologies designed to block the display of our ads.

ITEM 1B.    UNRESOLVED STAFF COMMENTS

ITEM 2.    PROPERTIES

Location

Purpose

Own/Lease

New York, NY

Corporate headquarters, office facilities and studio/production facilities

Lease

Washington, DC

Office and studio/production facilities

Own

Lawrenceville, NJ

Office and technical/engineering facilities

Lease

Deerfield Beach, FL

Office and technical/engineering facilities

Lease

Farmington Hills, MI

Office and technical/engineering facilities

Lease

Nashville, TN

Studio/production facilities

Lease

Vernon, NJ

Technical/engineering facilities

Own

Ellenwood, GA

Technical/engineering facilities

Lease

Fredericksburg, VA

Warehouse and technical/engineering facilities

Lease

Los Angeles, CA

Office and studio/production facilities

Lease

Irving, TX

Office and engineering facilities/call center

Lease

San Francisco, CA

Office and engineering facilities

Lease

Ashburn, VA

Data center

Lease

Miami Beach, FL

Office and studio/production facilities

Lease

Location

Purpose

Own/Lease

Oakland, CA

Office and technical/engineering facilities

Lease

New York, NY

Office, sales and studio/production facilities

Lease

Atlanta, GA

Office, sales and technical/engineering facilities

Lease

Santa Monica, CA

Office and sales facilities

Lease

ITEM 3.    LEGAL PROCEEDINGS

Period						Total Number of Shares Purchased						Average Price Paid Per Share (a)						Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs						Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (a)
October 1, 2022 - October 31, 2022						6,300,000						$	6.08					6,300,000						$	1,448,119,446
November 1, 2022 - November 30, 2022						1,200,000						$	6.13					1,200,000						$	1,440,768,426
December 1, 2022 - December 31, 2022						—						$	—					—						$	1,440,768,426
Total						7,500,000						$	6.09					7,500,000

(a)These amounts include fees and commissions associated with the shares repurchased.  All of these repurchases were made pursuant to our share repurchase program.  

Set forth below is a graph comparing the cumulative performance of our common stock with the Standard & Poor's Composite-500 Stock Index, or the S&P 500, the NASDAQ Telecommunications Index, the published industry index we previously used for the purposes of the SEC rules, and the S&P 500 Media & Entertainment Index, the new published industry index we have selected to use, from December 31, 2017 to December 31, 2022. The graph assumes that $100 was invested on December 31, 2017 in each of our common stock, the S&P 500, the NASDAQ Telecommunications Index and the S&P 500 Media & Entertainment Index.

Stockholder Return Performance Table

			NASDAQ Telecommunications Index						S&P 500 Index						S&P 500 Media & Entertainment Index						Sirius XM Holdings Inc.
December 31, 2017			$	100.00					$	100.00					$	100.00					$	100.00
December 31, 2018			$	103.03					$	93.76					$	89.12					$	106.53
December 31, 2019			$	114.76					$	120.84					$	119.08					$	133.40
December 31, 2020			$	140.05					$	140.49					$	156.20					$	118.84
December 31, 2021			$	146.74					$	178.27					$	197.87					$	118.47
December 31, 2022			$	109.72					$	143.61					$	110.68					$	108.96

Plan Category (shares in millions)						Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights(1)						Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights(2)						Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans
Equity compensation plans approved by security holders						219						$	5.55					122
Equity compensation plans not approved by security holders						—						—						—
Total						219						$	5.55					122

ITEM 6.    [RESERVED]

We operate two complementary audio entertainment businesses - one of which we refer to as “SiriusXM” and the second of which we refer to as “Pandora and Off-platform”. 

									For the Years Ended December 31,																														2022 vs 2021 Change
															2022						2021																								Amount						%
Revenue
Sirius XM:
Subscriber revenue															$	6,370					$	6,084																							$	286					5		%
Advertising revenue															196						188																								8						4		%
Equipment revenue															189						201																								(12)						(6)		%
Other revenue															150						151																								(1)						(1)		%
Total Sirius XM revenue															6,905						6,624																								281						4		%
Pandora and Off-platform:
Subscriber revenue															522						530																								(8)						(2)		%
Advertising revenue															1,576						1,542																								34						2		%
Total Pandora and Off-platform revenue															2,098						2,072																								26						1		%
Total consolidated revenue															9,003						8,696																								307						4		%
Cost of services
Sirius XM:
Revenue share and royalties															1,552						1,532																								20						1		%
Programming and content															546						511																								35						7		%
Customer service and billing															415						415																								—						—		%
Transmission															158						159																								(1)						(1)		%
Cost of equipment															13						18																								(5)						(28)		%
Total Sirius XM cost of services															2,684						2,635																								49						2		%
Pandora and Off-platform:
Revenue share and royalties															1,250						1,140																								110						10		%
Programming and content															58						48																								10						21		%
Customer service and billing															82						86																								(4)						(5)		%
Transmission															56						59																								(3)						(5)		%
Total Pandora and Off-platform cost of services															1,446						1,333																								113						8		%
Total consolidated cost of services															4,130						3,968																								162						4		%
Subscriber acquisition costs															352						325																								27						8		%
Sales and marketing															1,075						1,056																								19						2		%
Engineering, design and development															285						265																								20						8		%
General and administrative															525						514																								11						2		%
Depreciation and amortization															536						533																								3						1		%
Impairment, restructuring and acquisition costs															64						20																								44						nm
Total operating expenses															6,967						6,681																								286						4		%
Income from operations															2,036						2,015																								21						1		%
Other (expense) income:
Interest expense															(422)						(415)																								(7)						(2)		%
Loss on extinguishment of debt															—						(83)																								83						nm
Other (expense) income															(9)						9																								(18)						nm
Total other expense															(431)						(489)																								58						12		%
Income before income taxes															1,605						1,526																								79						5		%
Income tax expense															(392)						(212)																								(180)						(85)		%
Net income															$	1,213					$	1,314																							$	(101)					(8)		%

Sirius XM Subscriber Revenue includes fees charged for self-pay and paid promotional subscriptions, U.S. Music Royalty Fees and other ancillary fees.

Sirius XM Advertising Revenue includes the sale of advertising on Sirius XM’s non-music channels.

Sirius XM Equipment Revenue includes revenue and royalties from the sale of satellite radios, components and accessories.

Sirius XM Other Revenue includes service and advisory revenue from Sirius XM Canada, revenue from our connected vehicle services, and ancillary revenues.

Pandora and Off-platform Subscriber Revenue includes fees charged for Pandora Plus, Pandora Premium, Stitcher and Simplecast subscriptions.

Pandora and Off-platform Advertising Revenue is generated primarily from audio, display and video advertising from on-platform and off-platform advertising.

Total Consolidated Revenue for the years ended December 31, 2022 and 2021, was $9,003 and $8,696, respectively, an increase of 4%, or $307.

Sirius XM Cost of Services includes revenue share and royalties, programming and content, customer service and billing and transmission expenses.

Sirius XM Revenue Share and Royalties include royalties for transmitting content, including streaming royalties, as well as automaker, content provider and advertising revenue share.

Sirius XM Programming and Content includes costs to acquire, create, promote and produce content. We have entered into various agreements with third parties for music and non-music programming that require us to pay license fees and other amounts.

Sirius XM Customer Service and Billing includes costs associated with the operation and management of internal and third party customer service centers, and our subscriber management systems as well as billing and collection costs, bad debt expense, and transaction fees.

Sirius XM Transmission consists of costs associated with the operation and maintenance of our terrestrial repeater networks; satellites; satellite telemetry, tracking and control systems; satellite uplink facilities; studios; and delivery of our Internet and 360L streaming and connected vehicle services.

Sirius XM Cost of Equipment includes costs from the sale of satellite radios, components and accessories and provisions for inventory allowance attributable to products purchased for resale in our direct to consumer distribution channels.

Pandora and Off-platform Cost of Services includes revenue share and royalties, programming and content, customer service and billing, and transmission expenses.

Pandora and Off-platform Revenue Share and Royalties includes licensing fees paid for streaming music or other content to our subscribers and listeners as well as revenue share paid to third party ad servers. We make payments to third party ad servers for the period the advertising impressions are delivered or click-through actions occur, and accordingly, we record this as a cost of service in the related period.

Pandora and Off-platform Programming and Content includes costs to produce live listener events and promote content.

Pandora and Off-platform Customer Service and Billing includes transaction fees on subscription purchases through mobile app stores and bad debt expense.

Pandora and Off-platform Transmission includes costs associated with content streaming, maintaining our streaming radio and on-demand subscription services and creating and serving advertisements through third-party ad servers.

Subscriber Acquisition Costs are costs associated with our satellite radio service and include hardware subsidies paid to radio manufacturers, distributors and automakers; subsidies paid for chipsets and certain other components used in manufacturing radios; device royalties for certain radios and chipsets; product warranty obligations; and freight. The majority of subscriber acquisition costs are incurred and expensed in advance of acquiring a subscriber. Subscriber acquisition costs do not include advertising costs, marketing, loyalty payments to distributors and dealers of satellite radios or revenue share payments to automakers and retailers of satellite radios.

Sales and Marketing includes costs for marketing, advertising, media and production, including promotional events and sponsorships; cooperative and artist marketing; and personnel related costs including salaries, commissions, and sales support. Marketing costs include expenses related to direct mail, outbound telemarketing, email communications, social media, television and performance media.

Engineering, Design and Development consists primarily of compensation and related costs to develop chipsets and new products and services, including streaming and connected vehicle services, research and development for broadcast information systems and the design and development costs to incorporate Sirius XM radios into new vehicles manufactured by automakers.

General and Administrative primarily consists of compensation and related costs for personnel and facilities, and include costs related to our finance, legal, human resources and information technologies departments.

Depreciation and Amortization represents the recognition in earnings of the cost of assets used in operations, including our satellite constellations, property, equipment and intangible assets, over their estimated service lives.

Impairment, Restructuring and Acquisition Costs represents impairment charges, net of insurance recoveries, associated with the carrying amount of an asset exceeding the asset's fair value, restructuring expenses associated with the abandonment of certain leased office spaces and acquisition costs.

Interest Expense includes interest on outstanding debt.

Loss on Extinguishment of Debt includes losses incurred as a result of the redemption of certain debt.

Other (Expense) Income primarily includes realized and unrealized gains and losses from our Deferred Compensation Plan and other investments, interest and dividend income, our share of the income or loss from equity investments in Sirius XM Canada and SoundCloud, and transaction costs related to non-operating investments.

Income Tax Expense includes the change in our deferred tax assets, current federal and state tax expenses, and foreign withholding taxes.

			As of December 31,												2022 vs 2021 Change
(subscribers in thousands)			2022						2021												Amount						%
Sirius XM
Self-pay subscribers			32,387						32,039												348						1		%
Paid promotional subscribers			1,918						1,994												(76)						(4)		%
Ending subscribers			34,305						34,033												272						1		%
Sirius XM Canada subscribers			2,567						2,517												50						2		%
Pandora and Off-platform
Monthly active users - all services			47,638						52,275												(4,637)						(9)		%
Self-pay subscribers			6,215						6,324												(109)						(2)		%
Paid promotional subscribers			—						69												(69)						(100)		%
Ending subscribers			6,215						6,393												(178)						(3)		%

The following table contains our Non-GAAP financial and operating performance measures which are based on our adjusted results of operations for the years ended December 31, 2022 and 2021. Refer to our Form 10-K for the year ended December 31, 2021 filed with the SEC on February 1, 2022 for our Non-GAAP financial and operating performance measures for the year ended December 31, 2021 compared with the year ended December 31, 2020.

									For the Years Ended December 31,																											2022 vs 2021 Change
(subscribers in thousands)															2022						2021																								Amount						%
Sirius XM
Self-pay subscribers															348						1,152																								(804)						(70)		%
Paid promotional subscribers															(76)						(1,833)																								1,757						96		%
Net additions															272						(681)																								953						140		%
Weighted average number of subscribers															34,039						34,345																								(306)						(1)		%
Average self-pay monthly churn															1.5		%				1.6		%																						(0.1)		%				(6)		%
ARPU (1)															$	15.63					$	14.76																							$	0.87					6		%
SAC, per installation															$	14.32					$	12.58																							$	1.74					14		%
Pandora and Off-platform
Self-pay subscribers															(109)						45																								(154)						(342)		%
Paid promotional subscribers															(69)						7																								(76)						nm
Net additions															(178)						52																								(230)						(442)		%
Weighted average number of subscribers															6,308						6,487																								(179)						(3)		%
Ad supported listener hours (in billions)															10.88						11.55																								(0.67)						(6)		%
Advertising revenue per thousand listener hours (RPM)															$	101.19					$	102.74																							$	(1.55)					(2)		%
Total Company
Adjusted EBITDA															$	2,833					$	2,770																							$	63					2		%
Free cash flow															$	1,551					$	1,831																							$	(280)					(15)		%

Subscribers. At December 31, 2022, we had approximately 34,305 subscribers, an increase of approximately 272 subscribers, or 1%, from the approximately 34,033 subscribers as of December 31, 2021. The increase was due to growth in our self-pay subscriber base, partially offset by the decline in paid promotional subscribers generated by automakers driven by a shift to shorter paid trials and unpaid trials.

For the years ended December 31, 2022 and 2021, net subscriber additions were 272 and (681), respectively, an increase of 140%, or 953. The increase was driven by paid promotional net additions, which remained negative, but increased compared to the prior year due to certain developments experienced during the first half of 2021, including the impact of the semiconductor supply shortage as well as a shift to free trials at certain automakers. Self-pay net additions decreased driven by a lower trial funnel and lower vehicle conversion rates, partially offset by lower voluntary churn as well as growth in streaming net additions.

Sirius XM Canada Subscribers. At December 31, 2022, Sirius XM Canada had approximately 2,567 subscribers, an increase of 50, or 2%, from the approximately 2,517 Sirius XM Canada subscribers as of December 31, 2021.

Average Self-pay Monthly Churn is derived by dividing the monthly average of self-pay deactivations for the period by the average number of self-pay subscribers for the period. (See accompanying Glossary for more details.)

ARPU is derived from total earned subscriber revenue (excluding revenue derived from our connected vehicle services) and net advertising revenue, divided by the number of months in the period, divided by the daily weighted average number of subscribers for the period. (See the accompanying Glossary for more details.)

SAC, Per Installation, is derived from subscriber acquisition costs less margins from the sale of radios, components and accessories (excluding connected vehicle services), divided by the number of satellite radio installations in new vehicles and shipments of aftermarket radios for the period. (See the accompanying Glossary for more details.)

Monthly Active Users. At December 31, 2022, Pandora had approximately 47,638 monthly active users, a decrease of 4,637 monthly active users, or 9%, from the 52,275 monthly active users as of December 31, 2021. The decrease in monthly active users was driven by an increase in ad-supported listener churn and a decrease in the number of new users.

Subscribers. At December 31, 2022, Pandora had approximately 6,215 subscribers, a decrease of 178, or 3%, from the approximately 6,393 subscribers as of December 31, 2021.

Ad supported listener hours are a key indicator of our Pandora business and the engagement of our Pandora listeners. We include ad supported listener hours related to Pandora's non-radio content offerings in the definition of listener hours.

RPM is a key indicator of our ability to monetize advertising inventory created by our listener hours on the Pandora services. Ad RPM is calculated by dividing advertising revenue by the number of thousands of listener hours to our Pandora advertising-based service.

Adjusted EBITDA. EBITDA is defined as net income before interest expense, income tax expense and depreciation and amortization.  Adjusted EBITDA excludes or adjusts for the impact of other expense (income), loss on extinguishment of debt, impairment, restructuring and acquisition costs, other non-cash charges such as share-based payment expense, and legal settlements and reserves (if applicable). (See the accompanying Glossary for a reconciliation to GAAP and for more details.)

Free Cash Flow includes cash provided by operations plus insurance recoveries on our satellites, net of additions to property and equipment, and restricted and other investment activity. (See the accompanying Glossary for a reconciliation to GAAP and for more details.)

			For the Years Ended December 31,
			2022						2021												2022 vs 2021
Net cash provided by operating activities			$	1,976					$	1,998											$	(22)
Net cash used in investing activities			(548)						(200)												(348)
Net cash used in financing activities			(1,562)						(1,682)												120
Net (decrease) increase in cash, cash equivalents and restricted cash			(134)						116												(250)
Cash, cash equivalents and restricted cash at beginning of period			199						83												116
Cash, cash equivalents and restricted cash at end of period			$	65					$	199											$	(134)

Non-Financial Instrument Valuations. Our non-financial instrument valuations are primarily comprised of our determination of the estimated fair value allocation of net tangible and identifiable intangible assets acquired in business combinations, our annual assessment of the recoverability of our goodwill and other nonamortizable intangibles, such as trademarks, and our evaluation of the recoverability of our other long-lived assets upon certain triggering events. If the carrying value of our long-lived assets exceeds their estimated fair value, we are required to write the carrying value down to fair value. Any such writedown is included in Impairment, restructuring and acquisition costs in our consolidated statement of operations. Judgment is required to estimate the fair value of our long-lived assets. We may use quoted market prices, prices for similar assets, present value techniques and other valuation techniques to prepare these estimates. We may need to make estimates of future cash flows and discount rates as well as other assumptions in order to implement these valuation techniques. Due to the degree of judgment involved in our estimation techniques, any value ultimately derived from our long-lived assets may differ from our estimate of fair value. As each of our operating segments has long-lived assets, this critical accounting policy affects the financial position and results of operations of each segment.

						Goodwill						FCC Licenses						Trademarks						Total
Sirius XM						$	2,290					$	2,084					$	250					$	4,624
Pandora and Off-platform						959						—						312						1,271
Consolidated						$	3,249					$	2,084					$	562					$	5,895

Useful Life of Broadcast/Transmission System. Our satellite system includes the costs of our satellite construction, launch vehicles, launch insurance, capitalized interest, spare satellites, terrestrial repeater network and satellite uplink facilities. We monitor our satellites for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset is not recoverable.

Income Taxes. Deferred income taxes are recognized for the tax consequences related to temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for tax purposes, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.

ASC 740, Income Taxes, requires a company to first determine whether it is more likely than not that a tax position will be sustained based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information. A tax position that meets this more likely than not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority. If the tax position is not more likely than not to be sustained, the gross amount of the unrecognized tax

Monthly active users - the number of distinct registered users on the Pandora services, including subscribers, which have consumed content within the trailing 30 days to the end of the final calendar month of the period. The number of monthly active users on the Pandora services may overstate the number of unique individuals who actively use our Pandora service, as one individual may use multiple accounts. To become a registered user on the Pandora services, a person must sign-up using an email address or access our service using a device with a unique identifier, which we use to create an account for our service.

Average self-pay monthly churn - for satellite-enabled subscriptions, the Sirius XM monthly average of self-pay deactivations for the period divided by the average number of self-pay subscribers for the period.

Adjusted EBITDA - EBITDA is defined as net income before interest expense, income tax expense and depreciation and amortization. Adjusted EBITDA is a Non-GAAP financial measure that excludes or adjusts for the impact of other expense (income), loss on extinguishment of debt, impairment, restructuring and acquisition costs, other non-cash charges such as share-based payment expense, and legal settlements and reserves (if applicable). We believe adjusted EBITDA is a useful measure of the underlying trend of our operating performance, which provides useful information about our business apart from the costs associated with our capital structure and purchase price accounting. We believe investors find this Non-GAAP financial measure useful when analyzing our past operating performance with our current performance and comparing our operating performance to the performance of other communications, entertainment and media companies. We believe investors use adjusted EBITDA to estimate our current enterprise value and to make investment decisions. As a result of large capital investments in our satellite radio system, our results of operations reflect significant charges for depreciation expense. We believe the exclusion of share-based payment expense is useful as it is not directly related to the operational conditions of our business. We also believe the exclusion of the legal settlements and reserves, impairment, restructuring and acquisition related costs, and loss on extinguishment of debt, to the extent they occur during the period, is useful as they are significant expenses not incurred as part of our normal operations for the period.

									For the Years Ended December 31,
															2022						2021
Net income:															$	1,213					$	1,314
Add back items excluded from Adjusted EBITDA:
Impairment, restructuring and acquisition costs															64						20
Share-based payment expense (1)															197						202
Depreciation and amortization															536						533
Interest expense															422						415
Loss on extinguishment of debt															—						83
Other expense (income)															9						(9)
Income tax expense															392						212
Adjusted EBITDA															$	2,833					$	2,770

									For the Years Ended December 31,
															2022						2021
Programming and content															$	34					$	33
Customer service and billing															6						6
Transmission															6						6
Sales and marketing															52						58
Engineering, design and development															39						36
General and administrative															60						63
Total share-based payment expense															$	197					$	202

Free cash flow - is derived from cash flow provided by operating activities plus insurance recoveries on our satellites, net of additions to property and equipment and purchases of other investments. Free cash flow is a metric that our management and board of directors use to evaluate the cash generated by our operations, net of capital expenditures and other investment activity. In a capital intensive business, with significant investments in satellites, we look at our operating cash flow, net of these investing cash outflows, to determine cash available for future subscriber acquisition and capital expenditures, to repurchase or retire debt, to acquire other companies and to evaluate our ability to return capital to stockholders. We exclude from free cash flow certain items that do not relate to the on-going performance of our business, such as cash flows related to acquisitions, strategic and short-term investments, net loan activity with related parties and other equity investees, and proceeds from the sale of real estate. We believe free cash flow is an indicator of the long-term financial stability of our business.  Free cash flow, which is reconciled to “Net cash provided by operating activities,” is a Non-GAAP financial measure.  This measure can be calculated by deducting amounts under the captions “Additions to property and equipment” and deducting or adding Restricted and other investment activity from “Net cash provided by operating activities” from the consolidated statements of cash flows. Free cash flow should be used in conjunction with other GAAP financial performance measures and may not be comparable to free cash flow measures presented by other companies.  Free cash flow should be viewed as a supplemental measure rather than an alternative measure of cash flows from operating activities, as determined in accordance with GAAP.  Free cash flow is limited and does not represent remaining cash flows available for discretionary expenditures due to the fact that the measure does not deduct the payments required for debt maturities. We believe free cash flow provides useful supplemental information to investors regarding our current cash flow, along with other GAAP measures (such as cash flows from operating and investing activities), to determine our financial condition, and to compare our operating performance to other communications, entertainment and media companies. Free cash flow is calculated as follows:

									For the Years Ended December 31,
															2022						2021
Cash Flow information
Net cash provided by operating activities															$	1,976					$	1,998
Net cash used in investing activities															(548)						(200)
Net cash used in financing activities															(1,562)						(1,682)
Free Cash Flow
Net cash provided by operating activities															1,976						1,998
Additions to property and equipment															(426)						(388)
Sale (purchases) of other investments															1						(4)
Satellite insurance recoveries															—						225
Free cash flow															$	1,551					$	1,831

ARPU - Sirius XM ARPU is derived from total earned subscriber revenue (excluding revenue associated with our connected vehicle services) and advertising revenue, divided by the number of months in the period, divided by the daily weighted average number of subscribers for the period.

Subscriber acquisition cost, per installation - or SAC, per installation, is derived from subscriber acquisition costs less margins from the sale of radios and accessories (excluding connected vehicle services), divided by the number of satellite radio installations in new vehicles and shipments of aftermarket radios for the period. SAC, per installation, is calculated as follows:

									For the Years Ended December 31,
															2022						2021
Subscriber acquisition costs, excluding connected vehicle services															$	352					$	325
Less: margin from sales of radios and accessories, excluding connected vehicle services															(176)						(183)
															$	176					$	142
Installations (in thousands)															12,270						11,174
SAC, per installation (a)															$	14.32					$	12.58

Ad supported listener hours - is based on the total bytes served over our Pandora advertising supported platforms for each track that is requested and served from our Pandora servers, as measured by our internal analytics systems, whether

RPM - is calculated by dividing advertising revenue, excluding AdsWizz and other off-platform revenue, by the number of thousands of listener hours on our Pandora advertising-based service.

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9A.    CONTROLS AND PROCEDURES

Controls and Procedures

ITEM 9B.    OTHER INFORMATION

ITEM 9C.    DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

The additional information required by this Item 10 is incorporated in this report by reference to the applicable information in our definitive proxy statement for the 2023 annual meeting of stockholders set forth under the captions Stock Ownership, Governance of the Company, Item 1. Election of Directors and Item 2. Ratification of Independent Registered Public Accountants, which we expect to file with the Securities and Exchange Commission prior to May 1, 2023.

We have adopted a code of ethics that applies to all employees, including executive officers, and to directors.  The Code of Ethics is available on the Corporate Governance page of our website at www.siriusxm.com.  If we ever were to amend or waive any provision of our Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, we intend to satisfy our disclosure obligations with respect to any such waiver or amendment by posting such information on our internet website set forth above rather than filing a Form 8-K.

ITEM 11.    EXECUTIVE COMPENSATION

The information required by this Item 11 is incorporated in this report by reference to the applicable information in our definitive proxy statement for the 2023 annual meeting of stockholders set forth under the captions Item 1. Election of Directors and Executive Compensation, which we expect to file with the Securities and Exchange Commission prior to May 1, 2023.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The additional information required by this Item 12 is incorporated in this report by reference to the applicable information in our definitive proxy statement for the 2023 annual meeting of stockholders set forth under the caption Stock Ownership, which we expect to file with the Securities and Exchange Commission prior to May 1, 2023.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information required by this Item 13 is incorporated in this report by reference to the applicable information in our definitive proxy statement for the 2023 annual meeting of stockholders set forth under the captions Governance of the Company and Item 1. Election of Directors, which we expect to file with the Securities and Exchange Commission prior to May 1, 2023.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item 14 is incorporated in this report by reference to the applicable information in our definitive proxy statement for the 2023 annual meeting of stockholders set forth under the caption Item 2. Ratification of Independent Registered Public Accountants - Principal Accountant Fees and Services, which we expect to file with the Securities and Exchange Commission prior to May 1, 2023.

ITEM 15.    EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

ITEM 16.    FORM 10-K SUMMARY

Exhibit						Description
2.1						Certificate of Ownership and Merger, dated as of January 12, 2011, merging XM Satellite Radio Inc. with and into Sirius XM Radio Inc. (incorporated by reference to Exhibit 3.1 to Sirius XM Radio Inc.’s Current Report on Form 8-K filed on January 12, 2011 (File No. 001-34295)).
2.2						Agreement and Plan of Merger, dated as of November 14, 2013, by and among Sirius XM Radio Inc., Sirius XM Holdings Inc. and Sirius XM Merger Sub Inc. (incorporated by reference to Exhibit 2.1 to Sirius XM Holdings Inc.’s Current Report on Form 8-K filed on November 15, 2013 (File No. 001-34295)).
2.3						Agreement and Plan of Merger and Reorganization by and among Sirius XM Holdings Inc., Pandora Media, Inc. and White Oaks Acquisition Corp., dated as of September 23, 2018 (incorporated by reference to Exhibit 2.1 to Sirius XM Holdings Inc.’s Current Report on Form 8-K filed on September 24, 2018 (File No. 001-34295)).
3.1						Amended and Restated Certificate of Incorporation of Sirius XM Holdings Inc. (incorporated by reference to Exhibit 3.1 to Sirius XM Holdings Inc.’s Current Report on Form 8-K filed on November 15, 2013 (File No. 001-34295)).
3.2						Amended and Restated By-Laws of Sirius XM Holdings Inc. (incorporated by reference to Exhibit 3.2 to Sirius XM Holdings Inc.'s Current Report on Form 8-K filed on November 15, 2013 (File No. 001-34295)).
4.1						Form of certificate for shares of Sirius XM Holdings Inc.’s common stock (incorporated by reference to Exhibit 4.1 to Sirius XM Holdings Inc.'s Annual Report on Form 10-K for the year ended December 31, 2013 (File No. 001-34295)).
4.2						Indenture, dated as of July 5, 2017, among Sirius XM Radio Inc., the guarantors named therein and U.S. Bank National Association, as trustee, relating to the 5.000% Senior Notes due 2027 (incorporated by reference to Exhibit 4.2 to Sirius XM Holdings Inc.'s Current Report on Form 8-K filed on July 5, 2017 (File No. 001-34295)).
4.3						Indenture, dated as of June 7, 2019, among Sirius XM Radio Inc., the guarantors named therein and U.S. Bank National Association, as trustee, relating to the 5.500% Senior Notes due 2029 (incorporated by reference to Exhibit 4.1 to Sirius XM Holdings Inc.'s Current Report on Form 8-K filed on June 7, 2019 (File No. 001-34295)).
4.4						First Supplemental Indenture, dated as of January 31, 2019, relating to the 1.75% Convertible Senior Notes due 2023, between Pandora Media, Inc. and Citibank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Sirius XM Holdings Inc.'s Current Report on Form 8-K filed on January 31, 2019 (File No. 001-34295)).
4.5						Third Supplemental Indenture, dated as of February 1, 2019, relating to the 1.75% Convertible Senior Notes due 2023, among Pandora Media, LLC (f/k/a Pandora Media, Inc.), Sirius XM Holdings Inc. and Citibank, N.A. as trustee ((incorporated by reference to Exhibit 4.1 to Sirius XM Holdings Inc.'s Current Report on Form 8-K filed on February 1, 2019 (File No. 001-34295)).
4.6						Indenture, dated as of June 11, 2020, relating to the 4.125% Senior Notes due 2030, among Sirius XM Radio Inc., the guarantors named therein and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Sirius XM Holdings Inc.’s Current Report on Form 8-K dated June 11, 2020 (File No. 001-34295)).
4.7						Indenture, dated as of June 21, 2021, relating to the 4.000% Senior Notes due 2028, among Sirius XM Radio Inc., the guarantors named therein and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Sirius XM Holdings Inc.’s Current Report on Form 8-K dated June 21, 2021 (File No. 001-34295)).
4.8						Indenture, dated as of August 16, 2021, relating to the 3.125% Senior Notes due 2026, among Sirius XM Radio Inc., the guarantors named therein and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Sirius XM Holdings Inc.’s Current Report on Form 8-K dated August 16, 2021 (File No. 001-34295)).
4.9						Indenture, dated as of August 16, 2021, relating to the 3.875% Senior Notes due 2031, among Sirius XM Radio Inc., the guarantors named therein and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to Sirius XM Holdings Inc.’s Current Report on Form 8-K dated August 16, 2021 (File No. 001-34295)).
4.10						Investment Agreement, dated as of February 17, 2009, between Sirius XM Radio Inc. and Liberty Radio LLC (incorporated by reference to Exhibit 4.55 to Sirius XM Radio Inc.’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-34295)).
4.11						Assignment and Assumption of Investment Agreement among Sirius XM Radio Inc., Sirius XM Holdings Inc. and Liberty Radio LLC, dated as of November 15, 2013 (incorporated by reference to Exhibit 4.15 to Sirius XM Holdings Inc.'s Annual Report on Form 10-K for the year ended December 31, 2013 (File No. 001-34295)).
4.12						Description of Registrant's Securities (incorporated by reference to Exhibit 4.15 to Sirius XM Holdings Inc.'s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 001-34295)).

Exhibit						Description
10.1						Credit Agreement, dated as of December 5, 2012, among Sirius XM Radio Inc., JPMorgan Chase Bank, N.A. as administrative agent, and the other agents and lenders party thereto (incorporated by reference to Exhibit 10.1 to Sirius XM Radio Inc.’s Current Report on Form 8-K filed on December 10, 2012 (File No. 001-34295)).
10.2						Amendment No. 1, dated as of April 22, 2014, to the Credit Agreement, dated as of December 5, 2012, among Sirius XM Radio Inc., the Lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent for the Lenders, as collateral agent for the Secured Parties and as an Issuing Bank (incorporated by reference to Exhibit 10.1 to Sirius XM Holdings Inc.’s Current Report on Form 8-K filed on April 22, 2014 (File No. 001-34295)).
10.3						Amendment No. 2, dated as of June 16, 2015, to the Credit Agreement, dated as of December 5, 2012, among Sirius XM Radio Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the other agents and lenders parties thereto (incorporated by reference to Exhibit 10.1 to Sirius XM Holdings Inc.’s Current Report on Form 8-K filed on June 19, 2015 (File No. 001-34295)).
10.4						Amendment No. 3, dated as of June 29, 2018, to the Credit Agreement, dated as of December 5, 2012, among Sirius XM Radio Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the other agents and lenders parties thereto (incorporated by reference to Exhibit 10.1 to Sirius XM Holdings Inc.’s Current Report on Form 8-K filed on July 3, 2018 (File No. 001-34295)).
10.5						Amendment No. 5, dated as of August 31, 2021, to the Credit Agreement, dated as of December 5, 2012, among Sirius XM Radio Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the other agents and lenders parties thereto (incorporated by reference to Exhibit 10.1 to Sirius XM Holdings Inc.’s Current Report on Form 8-K filed on September 1, 2021 (File No. 001-34295)).
10.6						Amendment No. 6, dated as of April 11, 2022, to the Credit Agreement, dated as of December 5, 2012, among Sirius XM Radio Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the other agents and lenders parties thereto (incorporated by reference to Exhibit 10.1 to Sirius XM Holdings Inc.’s Current Report on Form 8-K filed on April 11. 2022 (File No. 001-34295)
**10.7						Technology Licensing Agreement among XM Satellite Radio Inc., XM Satellite Radio Holdings Inc., WorldSpace Management Corporation and American Mobile Satellite Corporation, dated as of January 1, 1998, amended by Amendment No. 1 to Technology Licensing Agreement (incorporated by reference to Exhibit 10.4 to Amendment No. 1 to XM Satellite Radio Holdings Inc.’s Registration Statement on Form S-1 (File No. 333-83619)).
*10.8						Amended and Restated Sirius Satellite Radio 2003 Long-Term Stock Incentive Plan (incorporated by reference to Exhibit 10.10 to Sirius XM Radio Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 (File No. 001-34295)).
*10.9						XM Satellite Radio Holdings Inc. 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to XM Satellite Radio Holdings Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (File No. 000-27441)).
*10.10						Form of Non-Qualified Stock Option Agreement pursuant to the XM Satellite Radio Holdings Inc. 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to XM Satellite Radio Holdings Inc.’s Current Report on Form 8-K filed June 1, 2007 (File No. 000-27441)).
*10.11						Form of Restricted Stock Agreement pursuant to the XM Satellite Radio Holdings Inc. 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to XM Satellite Radio Holdings Inc.’s Current Report on Form 8-K filed June 1, 2007 (File No. 000-27441)).
*10.12						Sirius XM Radio 401(k) Savings Plan, January 1, 2009 Restatement (incorporated by reference to Exhibit 10.30 to Sirius XM Radio Inc.’s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 001-34295)).
*10.13						Sirius XM Radio Inc. 2009 Long-Term Stock Incentive Plan (incorporated by reference to Exhibit 4.9 to Sirius XM Radio Inc.’s Registration Statement on Form S-8 (File No. 333-160386)).
*10.14						Sirius XM Holdings Inc. 2015 Long-Term Stock Incentive Plan (incorporated by reference to Appendix A to Sirius XM Holdings Inc.’s definitive Proxy Statement on Schedule 14A filed on April 6, 2015 (File No. 001-34295)).
*10.15						Form of Director Non-Qualified Stock Option Agreement pursuant to the Sirius XM Radio Inc. 2009 Long-Term Stock Incentive Plan (incorporated by reference to Exhibit 10.34 to Sirius XM Radio Inc.’s Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 001-34295)).
*10.16						Form of Director Non-Qualified Stock Option Agreement pursuant to the Sirius XM Holdings Inc. 2009 Long-Term Stock Incentive Plan (incorporated by reference to Exhibit 10.18 to Sirius XM Holdings Inc.’s Annual Report for the year ended December 31, 2014 (File No. 001-34295)).
*10.17						Form of Non-Qualified Stock Option Agreement pursuant to the Sirius XM Radio Inc. 2009 Long-Term Stock Incentive Plan (incorporated by reference to Exhibit 10.35 to Sirius XM Radio Inc.’s Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 001-34295)).