What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2022-02-01 compared with 2021-02-02 · 105 added, 87 removed, 378 unchanged (34% of the section changed)

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We also are focused on rapidly growing content categories, such as podcasting.

A podcast is a digital audio recording in spoken-word format, usually part of a themed series, which is downloaded or streamed most often to mobile devices.

In 2021, an estimated 116 million Americans listened to a podcast at least monthly.

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Through this arrangement, Pandora is able to offer advertisers the ability to execute campaigns in the US across the Pandora and SoundCloud listening platforms.

Pandora also has arrangements to serve as the ad sales representative for podcasts produced by certain third parties.

In addition, through AdsWizz Inc., Pandora provides a comprehensive digital audio and programmatic advertising technology platform, which connects audio publishers and advertisers with a variety of ad insertion, campaign trafficking, yield optimization, programmatic buying, marketplace and podcast monetization solutions.

In June 2020, Sirius XM acquired Audios Ventures Inc.

(which does business as Simplecast) ("Simplecast"), a podcast management and analytics platform.

Pandora, through its Simplecast business, also offers a podcast management and analytics platform.

Simplecast complements AdsWizz’s advertising technology platform, allowing the company to offer podcasters a solution for management, hosting, analytics and advertising sales.

In October 2020, Sirius XM also acquired Stitcher and its Midroll advertising network from the E.W Scripps Company.

Stitcher is a leader in production, distribution, and ad sales in the podcast area.

In 2020, Sirius XM also acquired Stitcher and its Midroll advertising network from the E.W Scripps Company.

Stitcher is a leader in the distribution of podcasts and serves as the ad sales representative for many podcasts, including Oprah’s Super Soul, Freakonomics Radio, Office Ladies, Your Mom’s House, Hidden Brain, and Conan O’Brien Needs a Friend.

Our Sirius XM Business

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• exclusive limited run channels.

We believe that our diverse programming, including our lineup of exclusive content, is a significant differentiator from terrestrial radio and other audio entertainment providers.

We believe that our broad and diverse programming, including our lineup of exclusive content, is a significant differentiator from terrestrial radio and other audio entertainment providers.

We make changes to our programming lineup from time to time as we strive to attract new subscribers and offer content which appeals to a broad range of audiences and to our existing subscribers.

The channel lineups for our services are available at siriusxm.com.

Our Sirius XM business aims to be a platform for diverse perspectives and to facilitate dialogue on a broad set of issues.

This is reflected across the content provided to listeners, which includes channels dedicated to diverse and historically underrepresented groups, as well as broader programming celebrating such events as Black History Month, Latinx and Hispanic Heritage Month, LGBTQIA+ Pride Month, and Women’s History Month.

We continue to expand our offerings, including through programming that represents diverse viewpoints, historically underserved audiences and original content of a type not typically available to consumers.

Streaming Service

Our streaming service includes a variety of music and non-music channels, including channels that are not available on our satellite radio service, and podcasts.

Our streaming service includes a variety of music and non-music channels, including channels and content that are not available on our satellite radio service, and podcasts.

We offer applications to allow consumers to access our streaming service on smartphones, tablets, computers, home devices and other consumer electronic equipment.

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Our Sirius XM service also includes a library of podcasts, some of which are exclusive to our service, and other on demand content.

Our streaming service offers subscribers the ability to choose their favorite podcast episodes from a catalog of content as well as select material from a growing library of podcasts we are assembling.

Our streaming service is included as part of the price of the vast majority of Sirius XM’s packages, including the Select and All Access packages.

Our Personalized Stations Powered by Pandora feature, which allows subscribers to create their own customized commercial-free music stations within the Sirius XM app, is offered to consumers as part of the price of Sirius XM’s All Access package.

Our streaming service offers subscribers the ability to choose their favorite podcast episodes from a catalog of content as well as select material from a library of podcasts we are assembling.

Our streaming service is included as part of the vast majority of Sirius XM’s packages, including the Music and Entertainment and Platinum plans.

Our Personalized Stations Powered by Pandora feature, which allows subscribers to create their own customized commercial-free music stations within the SXM App, is offered to consumers as part of the price of Sirius XM’s Platinum and Platinum VIP plans.

We also offer our streaming service in several standalone packages, which do not include a satellite radio subscription.

These packages, which include the Premier Streaming Plan, Essentials Plan, Student Plan and Military Plan, are available to consumers at various prices and include a variety of content.

These packages, which include the Streaming Platinum Plan and the Streaming Music and Entertainment Plan, are available to consumers at various prices and include a variety of content.

We have entered into agreements with third parties designed to increase the distribution and ease of use of our streaming service, including through connected devices.

We also have arrangements with various services and consumer electronics manufactures to include the Sirius XM streaming functionality with their service and devices.

We also have arrangements with various services and consumer electronics manufacturers to include the Sirius XM streaming functionality with their service and devices.

Our next generation automotive platform, which we call “360L,” combines our satellite and streaming services into a single, cohesive in-vehicle entertainment experience.

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The wireless streaming connection included in 360L enables enhanced search and recommendations functions, making discovery of our content in the vehicle easier.

In certain cases, 360L also allows consumers to manage aspects of their subscriptions directly through their vehicles’ equipment and provides us data to better enable us to understand how our subscribers use our service and how we can more effectively market our service to consumers.

In certain cases, 360L also allows consumers to manage aspects of their subscriptions directly through their vehicles’ equipment and provides us data on how our subscribers use our service.

Distribution of Radios

We distribute satellite radios through the sale and lease of new vehicles.

We have agreements with every major automaker to offer satellite radios in their vehicles.

We have agreements with major automakers to offer satellite radios in their vehicles.

Satellite radios are available as a factory-installed feature in substantially all vehicle makes sold in the United States.

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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 FCC to Sirius, and two of these satellites, XM-3 and XM-4, transmit our service on frequencies originally licensed by the FCC to XM.

Our XM-5 satellite serves as a spare for both the XM and Sirius systems.

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-4 and SXM-8, transmit our service on frequencies originally licensed by the FCC to XM.

Our XM-3 and XM-5 satellites serve as spares for the XM system.

Our SXM-8 satellite was successfully launched into a geostationary orbit on June 6, 2021 and was placed into service on September 8, 2021 following the completion of in-orbit testing.

The SXM-8 satellite replaced our XM-3 satellite, which remains available as an in-orbit spare along with XM-5.

On December 13, 2020, our SXM-7 satellite was successfully launched and in-orbit testing of SXM-7 began on January 4, 2021.

During in-orbit testing of SXM-7, events occurred which caused failures of certain SXM-7 payload units.

The evaluation of SXM-7 concluded that the satellite will not function as intended.

SXM-7 remains in-orbit at its assigned orbital location, but is not being used to provide satellite radio service.

We have entered into agreements for the design, construction and launch of two additional satellites, SXM-9 and SXM-10.

On December 13, 2020, SXM-7 was successfully launched.

In-orbit testing of SXM-7 began on January 4, 2021.

During in-orbit testing of SXM-7, events occurred which have caused failures of certain SXM-7 payload units.

An evaluation of SXM-7 is underway.

The full extent of the damage to SXM-7 is not yet known.

We do not expect our satellite radio service to be impacted by these adverse SXM-7 events.

Our XM-3 and XM-4 satellites continue to operate and are expected to support our satellite radio service for several years.

In addition, our XM-5 satellite remains available as an in-orbit spare.

Construction of our SXM-8 satellite is underway and that satellite is expected to be launched into a geostationary orbit in 2021.

Construction of our SXM-9 and SXM-10 satellites is underway and those satellites are expected to be launched into geostationary orbits in 2024 and 2025, respectively.

Satellite Insurance.

We have procured insurance for SXM-7 and SXM-8 to cover the risks associated with each satellite's launch and first year of in-orbit operation.

The aggregate coverage under those insurance policies with respect to SXM-7 is $225 million.

We have notified the underwriters of these policies of a potential claim with respect to SXM-7.

We have procured insurance for SXM-8 to cover the risks associated with the satellite's first year of in-orbit operation.

In 2021, we collected an aggregate of $225 million under the insurance policies we purchased with respect to SXM-7.

We do not have insurance policies covering our other in-orbit satellites as we consider the premium costs to be uneconomical relative to the risk of satellite failure.

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In other areas with a high density of next generation wireless systems our service may experience interference.

In many of these areas, we have deployed terrestrial repeaters to supplement and enhance our signal coverage and, in many other areas, we may deploy additional repeaters to mitigate interference.

In many of these areas, we have deployed terrestrial repeaters to supplement and enhance our signal coverage and, in other areas, we may deploy additional repeaters to mitigate interference.

We operate over 1,000 terrestrial repeaters across the United States as part of our systems.

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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 vehicles diagnostics, and stolen or parked vehicle locator services.

We offer a portfolio of location-based services through two-way wireless connectivity, including safety, security, convenience, maintenance and data services, remote vehicle diagnostics, and stolen or parked vehicle locator services.

Subscribers to our connected vehicle services are not included in our subscriber count or subscriber-based operating metrics.

In May 2020, we terminated the Automatic Labs Inc.

(“Automatic”) service, which was part of our connected services business.

Automatic operated a service for consumers and auto dealers and offered an install-it-yourself adapter and mobile application, which transformed vehicles into connected vehicles.

Other Services

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Real-Time Weather Services.

We offer several real-time weather services in vehicles, boats and planes.

We offer real-time weather services in vehicles, boats and planes.

Commercial subscribers are included in our subscriber count.

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Users are able to create personalized stations and playlists and search and play songs and albums on-demand.

The Pandora service utilizes content programming algorithms, data collected from listeners, and attributes of the music managed in the Music Genome Project to predict user music preferences, play content suited to the tastes of each listener, and introduce each listener to music consistent with the consumer's preferences.

The Pandora service is available on iOS and Android mobile devices, web browsers, and other internet connected devices, The Pandora application is free to download and use.

The Pandora service utilizes content

programming algorithms, data collected from listeners, and attributes of the music to predict user music preferences, play content suited to the tastes of each listener, and introduce each listener to music consistent with the consumer's preferences.

The Pandora service is available on iOS and Android mobile devices, web browsers, and other internet connected devices.

The Pandora application is free to download and use.

Our Pandora service is also available in vehicles in the United States with smartphone connectivity.

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In addition, our Pandora service is integrated into consumer electronic, voice-based devices and smart speakers.

Pandora service is available as an ad-supported radio service, a radio subscription service (Pandora Plus), or an on-demand subscription service (Pandora Premium).

The Pandora service is available as an ad-supported radio service, a radio subscription service (Pandora Plus), or an on-demand subscription service (Pandora Premium).

Local and national advertisers deliver targeted messages to our Pandora listeners on the ad-supported service.

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This service is free across all platforms and generates stations specific to each listener.

Each listener can personalize his or her stations by adding variety to the content.

Each listener can personalize their stations by adding variety to the content.

Listeners of the ad-supported service are provided with the option to temporarily access on-demand listening, including certain features of the Pandora Premium service.

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The on-demand experience provides listeners with the ability to search, play and collect songs and albums, download content for offline listening, build playlists, listen to curated playlists and share playlists on social networks.

Listeners can also create partial playlists that Pandora can complete based on the listener’s activity and the Music Genome Project.

Listeners can also create partial playlists that Pandora can complete based on the listener’s activity.

Listeners through mobile devices have access to customized profiles which identify information specific to each listener such as recent favorites, playlists and thumbs.

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Advertising Revenue

Pandora’s primary source of revenue is the sale of audio, display and video advertising for connected device platforms, including computers and mobile devices.

Our Pandora business maintains a portfolio of proprietary advertising technologies which include order management, advertising serving and timing, native advertising formats, targeting and reporting.

Pandora provides advertisers with the ability to target and connect with listeners based on various criteria including age, gender, geographic location and content preferences.

The Pandora business’s primary source of revenue is the sale of audio, display and video advertising for connected device platforms, including computers and mobile devices.

Our Pandora business also has agreements to sell the available advertising inventory in the United States for SoundCloud, one of the world’s largest open audio platforms, and other third parties.

Stitcher creates original podcasts and operates content networks that each target a specific genre and audience.

Stitcher also provides podcast advertising services that generate revenue for approximately 200 shows and offers a mobile app listening platform where consumers can stream the latest in news, sports, talk, and entertainment on demand.

Stitcher earns revenue by distributing advertising on specific podcasts created by third parties, including placement based on an advertiser’s desired target audience, and from the sale of advertising on its owned podcasts and podcasts offered

within the Stitcher app.

Stitcher creates and distributes original podcasts through platforms such as its Stitcher app and the iPhone podcast app.

Stitcher licenses from creators original podcasts and operates content networks.

Stitcher also provides podcast advertising services that generate revenue from approximately 400 shows and offers a mobile app listening platform where consumers can stream the latest in news, sports, talk, and entertainment on demand.

Stitcher earns revenue by distributing advertising on certain owned and operated podcasts as well as those created by third parties, including placement based on an advertiser’s desired target audience, and from the sale of advertising on its licensed podcasts and podcasts offered within the Stitcher app.

Stitcher creates and distributes original podcasts licensed from third parties through platforms such as its Stitcher app and the iPhone podcast app.

Stitcher also earns subscription revenue from its Stitcher Premium subscription service.

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AdsWizz offers a range of products -- from dynamic ad insertion to advanced programmatic platforms to innovative new audio formats.

AdsWizz’s advertising technology also includes ad campaign monitoring tools and other innovative audio advertising products, such as audio formats that can let consumers trigger an action while listening to an ad as well as other personalization-based technology.

AdsWizz’s advertising technology also includes ad campaign monitoring tools and other audio advertising products, such as audio formats that enable consumers to trigger an action while listening to an ad as well as other personalization-based technology.

AdsWizz’s technology is employed by Pandora in its ad-supported business as well as by third party customers.

AdsWizz’s third party customers include well-known music platforms, podcasts and broadcasting groups worldwide.

In June 2020, Sirius XM acquired Simplecast, a podcast management and analytics platform that complements AdsWizz’s audio advertising product offering.

Pandora, through its Simplecast business, also offers a podcast management and analytics platform.

Simplecast complements AdsWizz’s advertising technology platform, allowing the company to offer podcasters a solution for management, hosting, analytics and advertising sales.

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

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Many radio stations offer information programming of a local nature, such as local news and sports.

The availability of traditional free AM/FM radio may reduce the likelihood that customers would be willing to pay for our subscription services and, by offering free broadcasts, it may impose limits on what we can charge for our services.

The availability of traditional free AM/FM radio may reduce the likelihood that customers would be willing to pay for our subscription services.

Several traditional radio companies own large numbers of radio stations and other media properties, such as podcast networks.

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These services, in some instances, are also offered through devices sold by the service providers including Apple, Google and Amazon.

For some consumers, these services may compete with our services, at home, in vehicles, and wherever audio entertainment is consumed.

For some consumers, these services compete with our services, at home, in vehicles, and wherever audio entertainment is consumed.

Advanced In-Dash Infotainment Systems

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The radio service offered by direct broadcast satellite and cable audio is often included as part of a package of digital services with video service, and video customers generally do not pay an additional monthly charge for the audio service.

In addition, other

services offered by these providers, such as cable television, on-demand video streaming, and interactive video games compete with our services to the extent they utilize existing or potential users' and listeners' time that could otherwise be allocated to the use of our Sirius XM or Pandora services.

In addition, other services offered by these providers, such as cable television, on-demand video streaming, and interactive video games compete with our services to the extent they utilize existing or potential users' and listeners' time that could otherwise be allocated to the use of our Sirius XM or Pandora services.

Other Digital Media Services

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Traffic Services

For our Sirius XM business, a number of providers compete with our traffic services.

In-dash navigation is threatened by smartphones offering GPS mapping with sophisticated data-based turn navigation.

For our Sirius XM business, a number of providers compete with our traffic services, particularly by smartphones offering GPS mapping with sophisticated data-based turn navigation.

Connected Vehicle Services

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Our FCC licenses for our XM satellites expire in 2022 and 2026.

The FCC has also granted us licenses to construct, deploy and operate SXM-7 and SXM-8 as replacement satellites.

We anticipate that, absent significant misconduct on our part, the FCC will renew our licenses to permit operation of our satellites for their useful lives, and grant licenses for any replacement satellites.

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These organizations negotiate fees with copyright users, collect royalties and distribute them to the rights holders.

The holders of the mechanical rights in musical compositions, generally songwriters and their music publishers, have traditionally licensed these rights through the statutory license set forth in Section 115 of the United States Copyright Act;

The holders of the mechanical rights in musical compositions, generally songwriters and music publishers, have traditionally licensed these rights through the statutory license set forth in Section 115 of the United States Copyright Act;

however, mechanical rights can also be licensed directly.

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Sirius XM Business.

We have arrangements with ASCAP, BMI, SESAC, and GMR to license the musical compositions we use on our satellite radio and streaming services.

These arrangements generally include fixed payments during the term of the agreement.

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.

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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, each copyright holder receives as a performance royalty its 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.

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 must also license reproduction rights, which are also referred to as mechanical rights, to offer the interactive features of the Pandora services.

For our Pandora subscription services, copyright holders receive payments for these rights at the rates determined in accordance with the statutory license set forth in Section 115 of the United States Copyright Act.

In January 2018, the Copyright Royalty Board (the “CRB”) set a new rate structure for the five-year period commencing January

1, 2018 and ending on December 31, 2022.

In January 2018, the Copyright Royalty Board (the “CRB”) set a rate structure for the five-year period commencing January 1, 2018 and ending on December 31, 2022.

The rate was 14.2% of revenues or 25.2% of record label payments in 2021.

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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 announced further proceedings to consider and address the Court of Appeals’ decision.

The CRB has implemented proceedings to consider and address the Court of Appeals’ decision.

Sound Recordings

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The rates and terms permit us to reduce the payment due each month for those sound recordings directly licensed from copyright owners and exclude from our revenue certain other items, such as royalties paid to us for intellectual property, sales and use taxes, bad debt expense and generally revenue attributable to areas of our business that do not involve the use of copyrighted sound recordings.

In 2020, we paid a per performance rate for the streaming of certain sound recordings of $0.0024 on our Sirius XM streaming service.

In 2021, as a result of the CRB ruling discussed below we paid a per performance rate for the streaming of certain sound recordings of $0.0026 on our Sirius XM streaming service which increased from $0.0024 in 2020.

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.

For sound recordings that we stream and for which we have not entered into a direct license agreement with the sound recording rights holders, the sound recordings are streamed pursuant to the statutory license, and applicable rates thereunder, set by the CRB for the period commencing on January 1, 2016 and ending on December 31, 2020.

Effective January 1, 2020, the rate for our non-subscription services, such as our ad-supported radio service, was adjusted for inflation to $0.0018 per play, and the rate for our subscription services, such as Pandora Plus and Pandora Premium, was adjusted for inflation to $0.0024.

Sound recordings subject to the statutory license can only be played through our radio services and not through services that are offered on-demand or offline or through any replay or additional skip features.

The CRB has completed a proceeding to determine the rates and terms for the sound recordings streamed pursuant to the statutory license for the period commencing on January 1, 2021 and ending on December 31, 2025.

We expect the CRB to issue its determination of these rates and terms on or prior to April 15, 2021.

In June 2021, the CRB issued its initial determination regarding the royalty rates payable by us under the statutory license by which webcasters perform sound recordings via digital transmission over the internet and make ephemeral (server) copies of those recordings during the five-year period starting January 1, 2021 and ending on December 31, 2025.

Because the proceeding focuses on setting statutory rates for non-interactive online music streaming (commonly identified as “webcasting”), the proceeding set the rates that our Pandora business pays for statutorily licensed music streaming on its free, ad-supported service (and for the non-interactive music streaming that occur on its subscription tiers), and that our Sirius XM business pays for music streaming on its subscription internet radio service.

The proceeding did not set the rates that we pay for our other music offerings (such as our satellite radio or business establishment services) and does not affect the rates we pay music publishers for our services, which are covered under different licenses.

The statutory rates set in this proceeding will, however, affect the amount we pay for streaming on Pandora

under certain of its direct licenses with sound recording copyright owners (i.e., record companies).

The royalty rates under many of those direct licenses, which cover a large majority of the sound recordings that we perform on Pandora, are indexed to the statutory rates established in this proceeding.

Under the terms of the CRB’s decision, the statutory royalty rate in 2021 was $0.0021 per performance for non-subscription transmissions (such as offered by the Pandora ad-supported business) and $0.0026 per performance for subscription transmissions (such as offered by the Sirius XM internet radio service).

These rates for 2021 were an approximate 17% increase in the rates for non-subscription transmissions and an approximate 8% increase in the rates for subscription transmissions, in each case over the rates in effect during 2020.

Rates for the remainder of the five-year period are subject to adjustment each year by the CRB to reflect any changes occurring in the cost of living as determined by the most recent Consumer Price Index for All Urban Consumers.

Prior to the enactment of the Orrin G.

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As of December 31, 2021, we had 5,590 full-time and part-time employees, the overwhelming majority of which were full-time employees.

During 2020, our workforce increased by approximately 450 employees compared to the prior year, and our core voluntary full-time employee turnover rate was approximately 6%.

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%.

Our business relies on our ability to attract and retain talented employees.

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We have tried to create a highly collaborative culture in which employees feel a sense of pride that their input is sought after and valued.

At the same time, we believe in holding individuals accountable and have tried to create a culture in which employees “do what they say they are going to do.” Still, we believe that our culture is a long-term competitive advantage for us, fuels our ability to execute and is a critical underpinning of our employee talent strategy.

Diversity and Inclusion

At the same time, we believe in holding individuals accountable and have tried to create a culture in which employees “do what they say they are going to do.” We believe that our culture is a long-term competitive advantage for us, fuels our ability to execute and is a critical underpinning of our employee talent strategy.

The Nominating, Environmental, Social and Governance Committee of our Board of Directors oversees our management continuity planning process, and reviews and evaluates succession plans relating to our Chief Executive Officer and other executive officers.

Diversity, Equity and Inclusion

We believe that a diverse workforce is critical to our success.

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We have taken actions to recruit, retain, develop and advance a diverse and talented workforce.

Our diversity and inclusion efforts are led by our Vice President, Head of Diversity & Inclusion.

This position regularly reports to our Chief Executive Officer and works with our executive officers.

Our diversity, equity and inclusion efforts are led by our Senior Vice President, Head of Diversity, Equity & Inclusion.

This position regularly reports to our Chief Executive Officer, works with our executive officers and provides updates to our Board of Directors.

The charter for the Nominating, Environmental, Social and Governance Committee of our Board of Directors requires such committee to review and make recommendations, as the committee deems appropriate, regarding the composition and size of the Board of Directors in order to ensure the Board of Directors has the requisite expertise and its membership consists of persons with sufficiently diverse and independent backgrounds.

We are focused on increasing women and minority representation at all levels of our organization.

We recruit talent in diverse communities, including by engaging as a sponsor of professional conferences, such as Sistas in Sales, Tech Intersections, and AfroTech.

We have created a program, that we call Pathways, that provides recent graduates of Historically Black Colleges and Universities with entry-level full-time opportunities.

We also have agreements with third parties designed to offer leadership development for Black, Latinx and Native American employees.

We recruit talent in diverse communities, including by engaging as a sponsor of professional conferences focused on diverse talent.

We have created a program, called Pathways, that provides recent graduates of Historically Black Colleges and Universities with entry-level full-time opportunities.

We also have agreements with third parties designed to offer leadership development for Black, Latinx, Native American and Asian employees.

Additionally, we provide a mentoring program to help underrepresented employees benefit from coaching, guidance, and feedback.

We have six employee resource groups, including groups supporting Women, People of Color, Africans and African Americans, Latinx and Hispanic, Veterans, the LGBTQIA+ community and employees with disabilities.

We have five employee resource groups, including groups supporting Women, People of Color (African Americans, Latinx, Asian and Hispanic), Veterans, the LGBTQIA+ community and employees with disabilities.

We have implemented a broad set of anti-harassment and discrimination policies designed to protect against discrimination based upon sex, gender, race, color, religion/religious creed, national origin, ancestry, physical or mental disability, genetic information, age, marital status, pregnancy, sexual orientation, gender identity, gender expression, sex stereotype, transgender, immigration status, military and protected veteran status, medical condition, or any basis prohibited under federal, state or local law.

We also provide regular training and guidance to our workforce regarding diversity, equity and inclusion.

In 2021, we launched “Can We Talk?” an initiative aimed at increasing cultural awareness and promoting dialogue and “Conscious Inclusion” a facilitator-led training required for all of our full-time U.S.

based employees.

Conscious Inclusion enables employees to explore bias and its impact, learn how it translates to reactions and behaviors towards differences, and is designed to promote inclusive behaviors in our workplace.

We also periodically request our employees to voluntarily self-identify personal information related to gender, race, ethnicity, veteran and disability status.

This information about the demographics of our employee population allows us to assess and evaluate our diversity and inclusion efforts.

This information about the demographics of our employee population allows us to assess and evaluate our diversity, equity and inclusion efforts.

We also comply with the FCC’s Equal Employment Opportunity (“EEO”) rules, including making our EEO reports publicly available.

Health, Safety and Wellness

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In response to the COVID-19 pandemic, we implemented changes that we consider to be in the best interest of our employees, as well as the communities in which we operate, and which comply with government regulations.

As a result of the COVID-19 pandemic, the vast majority of our employees are working from home.

We have implemented additional safety measures for employees continuing critical on-site work.

As a result of the COVID-19 pandemic, the vast majority of our employees worked from home in 2021.

We have implemented additional safety

measures for employees continuing on-site work.

We believe we have been able to preserve our business continuity without sacrificing our commitment to keeping our employees safe during the COVID-19 pandemic.

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We provide competitive compensation and benefits programs for our employees.

In addition to salaries, these programs (which vary by employee level and by the country where the employees are located) include, among other items, bonuses, stock awards, a 401(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.

In addition to 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 401(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.

Talent Development

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During 2021, over 370 employees volunteered almost 5,000 hours, while over 700 employees utilized our charitable matching program, benefiting almost 1,300 charitable organizations.

In 2020, we donated over $1.5 million to a number of hospitals in support of COVID-19 relief efforts as well as various charities to support racial equality and address racial and social injustice.

In 2020, we also contributed $25 million to a donor advised fund to support our planned charitable contributions over the next five years, an effort we call SiriusXM Cares.

We expect to use these funds to contribute to organizations and take actions which promote and further social equality, education,

hiring, and combat racial injustice.

Separately, in 2020, we made contributions to the Black Lives Matter Global Network, the Pillsbury Communities Foundation, the Equal Justice Initiative and the NAACP Legal Defense and Educational Fund.

In 2020, we contributed $25 million to a donor advised fund to support our charitable contributions, an effort we call SiriusXM Cares.

In 2021, SiriusXM Cares contributed to a variety of organizations which promote social equality, education, hiring, or combat racial injustice, including The Apollo Theater, Save The Music, Huston-Tillotson University, Asian Americans Advancing Justice, South Asian Americans Leading Together, the Alliance for Women in Media, the Human Rights Campaign, TASH ( an international advocacy association of people with disabilities, their family members, other advocates, and people who work in the disability field), the League of United Latin American Citizens, the Native American Rights Fund, The Warrior Alliance, the AutoNation Foundation and the St.

Thomas Aquinas College Social Justice Center.

Corporate Information and Available Information

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Donnelly 60 Executive Vice President, General Counsel and Secretary

Joseph Inzerillo

48 Chief Product and Technology Officer

Sullivan 54 Executive Vice President and Chief Financial Officer

27 unchanged sentences

in February 1998.

1995 to June 1997, he was assistant general counsel of ITT Corporation.

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.

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.

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.

Sullivan has served as our Executive Vice President and Chief Financial Officer since October 2020.

4 unchanged sentences

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;

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.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business