What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-02-01 compared with 2023-02-02 · 187 added, 177 removed, 320 unchanged (53% of the section changed)

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Relationship with Liberty Media

As of December 31, 2022, Liberty Media Corporation (“Liberty Media”) beneficially owned, directly and indirectly, approximately 82% of the outstanding shares of Holdings’ common stock.

As of December 31, 2023, Liberty Media Corporation (“Liberty Media”) beneficially owned, directly and indirectly, 83.4% of the outstanding shares of Holdings’ common stock.

Liberty Media owns interests in a range of media, communications and entertainment businesses.

Liberty Media Split-Off Transaction

On December 11, 2023, Holdings entered into definitive agreements whereby, subject to the terms thereof, Liberty Sirius XM Holdings Inc., a Delaware corporation and a wholly owned subsidiary of Liberty Media (“New Sirius”), would split-off from Liberty Media.

The transactions would be effectuated by means of a redemptive split-off of New Sirius (the “Split-Off”), which will own all of the assets and liabilities attributed to Liberty Media’s Series A Liberty SiriusXM common stock (“LSXMA”), Series B Liberty SiriusXM common stock (“LSXMB”) and Series C Liberty SiriusXM common stock (“LSXMK”, together with the LSXMB and LSXMA stock, the “Liberty SiriusXM Group”).

Following the Split-Off, New Sirius will combine with Holdings through the merger of Radio Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of New Sirius (“Merger Sub”), with Holdings, with Holdings becoming a wholly owned subsidiary of New Sirius (the “Merger” and, together with the Split-Off, the “Transactions”).

As part of the Merger, New Sirius will be renamed “Sirius XM Holdings Inc.”

To effect the Transactions, on December 11, 2023, Liberty Media entered into (i) a Reorganization Agreement (the “Reorganization Agreement”) with Holdings and New Sirius, and (ii) an Agreement and Plan of Merger (the “Merger Agreement”) with New Sirius, Holdings and Merger Sub.

In connection with the Merger Agreement and the Reorganization Agreement, on December 11, 2023, certain trusts related to Dr.

Malone (collectively, the “Malone Stockholders”) entered into a voting agreement (the “Voting Agreement”) with Liberty Media, Holdings and New Sirius, pursuant to which, among other things, the Malone Stockholders agreed, subject to the terms of the Voting Agreement, to vote their respective shares of Liberty Media’s LSXMA and LSXMB in favor of the Split-Off.

The Transactions have been unanimously approved by Liberty Media’s Board of Directors and a Special Committee of the Board of Directors of Holdings and by Holdings’ Board of Directors.

The Transactions are expected to be completed early in the third quarter of 2024, subject to approval by a majority of the aggregate voting power of the shares of Liberty SiriusXM common stock present, whether in-person or by proxy, at a stockholder meeting, the receipt by Liberty Media and New Sirius of tax opinions from their respective tax counsel, as well as the receipt of required regulatory approvals and the satisfaction of other customary closing conditions.

A subsidiary of Liberty Media owning a majority of the outstanding shares of Holdings has delivered a written consent approving the Transactions on behalf of a majority of Holdings’ stockholders.

Following the Transactions, Liberty Media and New Sirius will operate independently, and neither is expected to have any ownership interest in the other.

All of the executive officers of Holdings immediately prior to consummation of the Transactions will be the initial executive officers of New Sirius, and New Sirius will continue to operate under the SiriusXM name and brand.

The Reorganization Agreement, the Merger Agreement and the Voting Agreement are filed as exhibits to this Annual Report on Form 10-K.

Our Businesses

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a podcast network;

an advertising sales group, SXM Media;

an advertising sales group, SiriusXM Media;

and a suite of advertising technology solutions.

We believe we reach a combined monthly audience of approximately 150 million listeners.

Our vision is to shape the future of audio where everyone is effortlessly connected to the voices, stories and music they love.

We continue to expand the range of choices for our listeners – both in terms of compelling content and the array of ways in which it can be consumed.

There are approximately 152 million vehicles in operation with Sirius XM radios, and the proliferation of smart speakers and other connected devices has increased the range of options consumers have for engaging with and consuming our content.

We also are focused on rapidly growing content categories, such as our continued interest in podcasting.

In 2022, an estimated 109 million Americans listened to a podcast at least monthly.

Our Sirius XM business features music, sports, entertainment, comedy, talk, news, traffic and weather channels and other content, as well as podcasts and infotainment services, in the United States on a subscription basis.

There are approximately 160 million vehicles in operation with Sirius XM radios, and the proliferation of smart speakers and other connected devices, including our webplayer and the SiriusXM App, has increased the range of options consumers have for engaging with and consuming our content.

In 2023, we began an extensive project to update our digital infrastructure.

That project involves the implementation of new systems and products that extend from our consumer-facing SiriusXM App to the systems underlying our billing, identity, commerce and customer management functions.

We expect that these new systems, when fully implemented, will create a variety of opportunities to more efficiently use and better understand data regarding our customers, potential customers, and the manner in which individuals use and interact with our audio entertainment services.

We also believe that our investments in this digital infrastructure will create efficiencies in our operations, help us serve our customers better, improve our consumer marketing efforts and allow consumers to discover more of our content and customize their listening experiences.

This new digital infrastructure includes systems developed internally as well as platforms licensed from leading third party technology providers.

Our new SiriusXM App became available to consumers beginning on December 14, 2023.

The new SiriusXM App includes a sleek new design that is easy to use and includes modernized client applications.

The new SiriusXM App contains, among other things, improvements to our search and discovery functions, and improves the talk and sports programming and podcast experience for listeners.

In addition, the SiriusXM App is built on our new digital infrastructure, including our new commerce platform, identity system, billing engine and improvements to our marketing technology capabilities.

Sirius XM’s premier content bundles include live, curated and certain exclusive and on demand programming.

The Sirius XM service is distributed through our two proprietary satellite radio systems and streamed via the SXM App for mobile devices, home devices and other consumer electronic equipment.

The Sirius XM service is distributed through our two proprietary satellite radio systems and streamed via applications for mobile devices, home devices and other consumer electronic equipment.

Radios are primarily distributed through automakers, retailers and our website.

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Pandora and Off-platform

Our Pandora and Off-platform business operates a music, comedy and podcast streaming platform, offering a personalized experience for each listener wherever and whenever they want to listen, whether through mobile devices, car speakers or connected devices.

Pandora enables listeners to create personalized stations and playlists, discover new content, hear artist- and expert-curated playlists, podcasts and select Sirius XM content as well as search and play songs and albums on-demand.

Pandora is available as (1) an ad-supported radio service, (2) a radio subscription service (Pandora Plus) and (3) an on-demand subscription service (Pandora Premium).

Our Pandora service operates a music, comedy and podcast streaming platform, offering a personalized experience for each listener wherever and whenever they want to listen, whether through mobile devices, car speakers or connected devices.

Pandora enables listeners to create personalized stations and playlists, discover new content, hear artist- and expert-curated playlists and podcasts as well as search and play songs and albums on-demand.

Pandora is available as (1) an ad-supported

radio service, (2) a radio subscription service (Pandora Plus) and (3) an on-demand subscription service (Pandora Premium).

As of December 31, 2023, Pandora had approximately 6.0 million subscribers.

The majority of revenue from our Pandora and Off-platform business is generated from advertising on our Pandora ad-supported radio service.

The majority of revenue from our Pandora service is generated from advertising on our Pandora ad-supported radio service.

We also derive subscription revenue from our Pandora Plus and Pandora Premium subscribers.

We sell advertising on other audio platforms and in widely distributed podcasts, which we consider to be off-platform services.

Our Pandora and Off-platform business also sells advertising on other audio platforms and in widely distributed podcasts, which we consider to be off-platform services.

In 2023, an estimated 120 million Americans listened to a podcast at least monthly.

In 2020, Sirius XM acquired Stitcher, a leader in the distribution of podcasts.

Stitcher has agreements to serve as the ad sales representative for many podcasts.

Sirius XM subscribers can also listen to their favorite podcasts with streaming access via the SXM App and online.

Covering topics such as true crime, news, politics, music, comedy, sports and entertainment, Sirius XM's curated selection of podcasts comes from third parties such as Audiochuck, Crooked Media and NBC News.

Our Pandora business also offered a portal, “Pandora For Podcasters,” for podcasters to share their podcast with new audiences and gather data about their show.

In 2022, Pandora for Podcasters migrated to a new podcaster portal, Simplecast Creator Connect.

We have agreements to serve as the ad sales representative for many podcasts, including the leading podcast networks such as Audiochuck, Crooked Media and NBC News.

Sirius XM subscribers can also listen to their favorite podcasts with streaming access via the SiriusXM App and online.

Covering topics such as true crime, news, politics, music, comedy, sports and entertainment, Sirius XM's curated selection of podcasts comes from SiriusXM content edited into podcast format as well as from third parties.

We also offer a portal, “Simplecast Creator Connect,” for podcasters to share their podcasts with new audiences and gather data about their shows.

Podcasts submitted through this portal are offered to subscribers of Pandora’s ad-supported service as an additional benefit.

Through our Simplecast business, we also offer a podcast management and analytics platform, allowing us to offer podcasters a solution for management, hosting, analytics and advertising sales.

SXM Media is a combined sales group spanning our Sirius XM, Pandora, and Stitcher audio entertainment platforms and services.

SXM Media has a reach of more than 150 million monthly listeners, and gives brands, creators, and publishers access to the largest digital audio advertising platform in North America.

SXM Media also sells advertising on audio platforms and in podcasts unaffiliated with us and serves as the exclusive advertising representative for other third party platforms and podcasters, including such major entities as SoundCloud and NBCUniversal.

SXM Media offers advertisers the ability to execute campaigns in the United States across various platforms, including Pandora and SoundCloud.

SiriusXM Media

SiriusXM Media is an advertising sales group spanning our SiriusXM and Pandora audio entertainment services.

SiriusXM Media also sells advertising on audio platforms and in podcasts unaffiliated with us and serves as the exclusive advertising representative for other third party platforms and podcasters, including such major entities as SoundCloud and NBCUniversal.

SiriusXM Media has a reach of more than 150 million monthly listeners, and gives brands, creators, and publishers access to the largest digital audio advertising platform in North America.

SiriusXM Media offers advertisers the ability to execute campaigns in the United States across various platforms, including Pandora and SoundCloud.

In addition, through AdsWizz Inc., we provide 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 monetization solutions.

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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.

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.

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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.

Consumers can access our streaming service on smartphones, tablets, computers, home devices and other consumer electronic equipment.

Our streaming product currently features:

Consumers can access our streaming service on iOS and Android mobile devices, web browsers, and other internet connected devices.

Our streaming service currently features:

the broad range of music, sports, talk, news and entertainment channels available on satellite radio;

access to over 200 additional music channels, which we refer to as Xtra Music Channels;

and video content, including video from The Howard Stern Show and performances and interviews from Sirius XM’s archives, including in-studio performances and behind-the-scenes moments with artists, personalities and newsmakers.

access to over 200 additional music channels;

on-demand new and archive episodes of SiriusXM shows and specials, and video content, including video from The Howard Stern Show, encompassing in-studio performances, interviews and behind-the-scenes moments with artists, personalities and newsmakers.

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 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.

Our streaming service is included as part of the vast majority of our satellite radio subscription plans, including the Music Showcase, Music and Entertainment, and Platinum plans.

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

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 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.

These packages, which include the Streaming Music Showcase, Streaming Music and Entertainment, Streaming Platinum, and All Access (App only) plans are available to consumers at various prices and include a variety of content.

Our Artist Stations feature, which allows subscribers to create their own customized ad-free music stations within the SiriusXM App and on capable 360L in-vehicle radios, is offered to consumers as part of our All Music Plan, All Access (App only), Streaming Platinum and Platinum plans.

We have agreements with makers of electric vehicles, such as Lucid and Rivian, to include the SiriusXM experience as part of their vehicles.

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

In addition, we have arrangements with various services and consumer electronics manufacturers to include the Sirius XM streaming functionality with their service and devices.

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

We have agreements with many automakers to deploy our 360L interface in a variety of vehicles.

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360L allows us to take advantage of advanced in-dash infotainment systems.

360L is intended to leverage the ubiquitous signal coverage and low delivery costs of our satellite infrastructure with the two-way communication capability of a wireless streaming service to provide consumers seamless access to our content, including our live channels, on demand service, podcasts and even more personalized music services.

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

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

Most automakers include a subscription to our service in the sale or lease of their new vehicles.

Most automakers include a trial subscription to our service in the sale or lease of their new vehicles.

In certain cases, we receive subscription payments from automakers in advance of the activation of our service.

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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.

Our XM-3 satellite serves as a spare for the XM system.

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

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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 and construction of four additional satellites, SXM-9, SXM-10, SXM-11 and SXM-12.

We have also entered into agreements to launch two of those satellites.

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.

Construction of our SXM-11 and SXM-12 satellites is expected to begin shortly and those satellites are anticipated to be launched into geostationary orbits in 2026 and 2027, respectively.

We have entered into agreements for the design, construction and launch of four additional satellites, SXM-9, SXM-10, SXM-11 and SXM-12.

Construction of these satellites is underway, and those satellites are expected to be launched into geostationary orbits in 2024, 2025, 2026 and 2027, respectively.

Satellite Insurance.

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Our satellites are monitored, tracked and controlled by a third party satellite operator.

Our programming originates from studios in New York City, Los Angeles, Miami and Washington D.C.

and, to a lesser extent, from smaller studios in Nashville and a variety of venues across the country.

Our programming originates from studios in New York City, Los Angeles, Miami, Nashville and Washington D.C.

and, to a lesser extent, from smaller studios in a variety of venues across the country.

Our corporate headquarters is in New York City.

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

Commercial subscribers to the Sirius XM programming service are included in our subscriber count.

Commercial subscribers to the Cloud Cover music programming service are not included in our subscriber count.

Subscribers to the DISH Network satellite television service are not included in our subscriber count and subscribers to our Travel Link, real-time traffic services and real-time weather services are not included in our subscriber count, unless the applicable service is purchased by the subscriber separately and not as part of a radio subscription to our service.

Commercial subscribers to the Sirius XM and Pandora programming services are included in our subscriber counts, respectively.

Commercial subscribers to the Cloud Cover music programming service are not included in our subscriber counts.

Subscribers to the DISH Network satellite television service are not included in our subscriber counts and subscribers to our Travel Link, real-time traffic services and real-time weather services are not included in our subscriber counts, unless the applicable service is purchased by the subscriber separately and not as part of a radio subscription to our service.

Sirius XM Canada

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

In 2022, Sirius XM and Sirius XM Canada entered into an amended and restated services and distribution agreement.

The amended and restated services and distribution agreement modified the existing Services Agreement and terminated the existing Advisory Agreement between Sirius XM and Sirius XM Canada.

Pursuant to the amended and restated services and distribution agreement, the fee payable by Sirius XM Canada to Sirius XM was modified from a fixed percentage of revenue to a variable fee, based on a target operating profit for Sirius XM Canada.

Such variable fee is expected to be evaluated annually based on comparable companies.

In accordance with the amended and restated services and distribution agreement, the fee is payable on a monthly basis, in arrears, beginning January 1, 2022.

In May 2017, Sirius XM extended a loan to Sirius XM Canada in the principal amount of $131 million.

In connection with the execution of the amended and restated services and distribution agreement, Sirius XM forgave $113 million in principal amount of such loan to Sirius XM Canada, leaving an outstanding principal amount of $8 million on such loan.

The principal amount that was forgiven by Sirius XM was considered satisfied and as contributed capital from Sirius XM.

Sirius XM and Sirius XM Canada have entered into a services and distribution agreement pursuant to which Sirius XM Canada pays Sirius XM a variable fee evaluated annually based on comparable companies.

In accordance with this services and distribution agreement, the fee is payable on a monthly basis.

Sirius XM has also extended a loan to Sirius XM Canada.

As of December 31, 2023, the principal amount outstanding on that loan was $8 million.

As of December 31, 2023, Sirius XM Canada had approximately 2.6 million subscribers.

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Our Pandora and Off-platform Business

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

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

Streaming Radio and On-Demand Music Services

Our Pandora business offers a personalized audio entertainment platform for each listener.

Pandora offers a personalized audio entertainment platform for each listener.

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

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Ad-Supported Radio Service

Our Pandora business offers an ad-supported radio service which allows listeners to access our catalog of music, comedy, live streams and podcasts through personalized stations.

Pandora offers an ad-supported radio service which allows listeners to access our catalog of music, comedy, live streams and podcasts through personalized stations.

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

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

Each listener can personalize their experience by adding selected artists and songs to their stations.

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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Subscription Radio Service (Pandora Plus)

Our Pandora business offers Pandora Plus – an ad-free, subscription version of the radio service that includes options for replaying songs, skipping songs, offline listening, and higher quality audio on supported devices.

Pandora offers Pandora Plus – an ad-free, subscription version of the radio service that includes options for replaying songs, skipping songs, offline listening, and higher quality audio on supported devices.

Content provided to each listener of Pandora Plus is more tailored when the listener interacts with the platform.

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On-Demand Subscription Service (Pandora Premium)

Our Pandora business offers Pandora Premium – an on-demand subscription service that combines the radio features of Pandora Plus with an on-demand experience.

Pandora offers Pandora Premium – an on-demand subscription service that combines the radio features of Pandora Plus with an on-demand experience.

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.

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Pandora Premium also includes a “share” feature where consumers can share their stations, songs, albums, podcasts or playlists through social media, messaging applications and email.

SXM Media is a combined sales group spanning our Sirius XM, Pandora, and Stitcher audio entertainment platforms and services.

SXM Media has a reach of more than 150 million listeners, and gives brands, creators, and publishers access to the largest digital audio advertising platform in North America.

SXM Media also serves as the exclusive advertising representative for other third party platforms and podcasters, including such major entities as SoundCloud and NBCUniversal.

SXM Media is the exclusive advertising sales representative for our Sirius XM, Pandora and Stitcher platforms.

SiriusXM Media

SiriusXM Media is an advertising sales group spanning our Sirius XM and Pandora audio entertainment services.

SiriusXM Media also serves as the exclusive advertising representative for other third party platforms and podcasters, including such major entities as SoundCloud and NBCUniversal.

SiriusXM Media has a reach of more than 150 million listeners, and gives brands, creators, and publishers access to the largest digital audio advertising platform in North America.

SiriusXM Media is the exclusive advertising sales representative for our Sirius XM and Pandora platforms.

In addition to subscription fees, Sirius XM derives revenues from advertising on select non-music channels.

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.

Our Pandora and Off-platform 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.

Stitcher licenses original podcasts from their creators and operates content networks.

Stitcher also provides podcast advertising services that generate revenue from over 430 shows and offers a mobile app listening platform where consumers can stream the latest in news, sports, talk, and entertainment on demand.

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

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.

In addition to advertising revenue, Stitcher earns subscription revenue from its Stitcher Premium subscription service.

Users pay a monthly or annual fee for access on Stitcher Premium to premium content and ad-free archived podcast episodes.

Through its AdsWizz subsidiary, our Pandora business is a leader in digital audio advertising technology.

SiriusXM Podcast Network

We license original podcasts from their creators, and we also provide podcast advertising services that generate revenue from over 450 shows.

We create and distribute original podcasts licensed from third parties through platforms such as the iPhone podcast App.

We earn 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 licensed podcasts.

Through its AdsWizz subsidiary, our Pandora and Off-platform business is a leader in digital audio advertising technology.

AdsWizz operates a digital audio advertising market with an end-to-end technology platform, including a digital audio software suite of solutions that connect audio publishers to the advertising community.

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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 technology is employed by Pandora and our Off-platform business 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.

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

We also offer a portal, “Simplecast Creator Connect,” for podcasters to share their podcasts with new audiences and gather data about their shows.

Podcasts submitted through this portal are offered to subscribers of Pandora’s ad-supported service as an additional benefit.

Artificial Intelligence

We have begun to employ a number of artificial intelligence algorithms and technology that are designed to improve aspects of our operations, including a customer’s experience, and permit us to better understand and use our operating and financial data.

We are aware of the potential risks associated with the use of AI technology, including the risks relating to data security and the laws, rules and regulations governing privacy.

We believe that we have implemented systems to monitor for and prevent data access, including security incidents that result from the use of AI.

However, AI technology is evolving and, due to its inherent complexity, we may be exposed to operational and legal risks associated with the use of AI technologies.

See also Item 1A – Risk Factors – “We may use artificial intelligence in our business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.”

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

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Streaming and On-Demand Competitors

Streaming and on-demand services, including Amazon Prime, Apple Music, Spotify and YouTube, compete with our Sirius XM and Pandora services.

Streaming and on-demand services, including Amazon Prime, Apple Music, Spotify, TikTok and YouTube, compete with our Sirius XM and Pandora services.

Major online providers make high fidelity digital streams available at no cost or, in some cases, for less than the cost of a satellite radio subscription.

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

These services compete with our services, at home, in vehicles, and wherever audio entertainment is consumed.

Advanced In-Dash Infotainment Systems

Nearly all automakers have deployed integrated multimedia systems in dashboards, including Apple CarPlay and Android Auto.

These systems combine control of audio entertainment from a variety of sources, including AM/FM/HD radio broadcasts, satellite radio, streaming radio, smartphone applications and stored audio, with navigation and other advanced applications.

Streaming radio and other data are typically connected to the system through an Internet-enabled smartphone or wireless modem installed in the vehicle, and the entire system may be controlled by touchscreen or voice recognition.

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Traffic Services

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.

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

Connected Vehicle Services

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Wireless devices, such as mobile phones, are also competitors.

We compete against other connected vehicle service providers for automaker arrangements on the basis of innovation, service quality and reliability, technical capabilities and system customization, scope of service, industry experience, past performance and price.

We compete against other connected vehicle service providers for automaker arrangements on the basis of innovation, service quality and reliability, marketing and other customer relationship management services, technical capabilities and system customization, scope of service, industry experience, past performance and price.

Competition for Advertisers

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Any assignment or transfer of control of our FCC licenses must be approved by the FCC.

The transaction described above under the heading “Liberty Media Split-Off Transaction” involves a transfer of our FCC licenses and must be approved by the FCC.

On December 29, 2023 and January 2, 2024, Liberty Media and New Sirius filed applications with the FCC for those approvals.

On January 26, 2024, the FCC began the process of releasing the applications for public comment.

The FCC's order approving our merger with XM Satellite Radio Holdings Inc.

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In 1997, we were the winning bidders for FCC licenses to operate a satellite digital audio radio service and provide other ancillary services.

Our FCC licenses for our Sirius satellites expire in 2025 and 2030.

Our FCC licenses for our XM satellites expire in 2023, 2026 and 2029.

Our FCC licenses for our FM-5 satellite expires in 2025, our FM-6 satellite license expires in 2030, our XM-3 satellite license expires in 2026, our XM-5 satellite license expires in 2026, and our SXM-8 satellite license expires in 2029.

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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We are required to obtain export licenses or other approvals from the United States government to export certain equipment, services and technical data related to our satellites and their operations.

The transfer of such equipment, services and technical data outside the United States or to foreign persons is subject to strict export control and prior approval requirements from the United States government (including prohibitions on the sharing of certain satellite-related goods and services with China).

The transfer of such equipment, services and technical data outside the United States or to foreign persons is subject to strict export control and prior approval

requirements from the United States government (including prohibitions on the sharing of certain satellite-related goods and services with China).

Changes in law or regulations relating to communications policy or to matters affecting our services could adversely affect our ability to retain our FCC licenses or the manner in which we operate.

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holders of musical compositions copyrights (that is, the music and lyrics) and holders of sound recordings copyrights (that is, the actual recording of a work).

Our Sirius XM business and our Pandora business use both statutory and direct music licenses as part of their businesses.

We license varying rights - such as performance and mechanical rights - for use in our Sirius XM and Pandora businesses based on the various radio and interactive services they offer.

Set forth below is a brief overview of the music composition and sound recording licenses employed by our Sirius XM and Pandora businesses.

These music licensing arrangements are complex and the description below is only a summary of these complicated licensing schemes.

Our Sirius XM and Pandora services use both statutory and direct music licenses as part of their businesses.

We license varying rights - such as performance and mechanical rights - for use in our Sirius XM and Pandora services based on the various radio and interactive services they offer.

Set forth below is a brief overview of the music composition and sound recording licenses employed by our Sirius XM and Pandora services.

These music licensing arrangements are complex and the description below is only a summary of these complicated licensing arrangements.

Musical Compositions:

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however, mechanical rights can also be licensed directly.

The changing market for musical compositions may have an adverse effect on our Sirius XM business and our Pandora business, including increasing our costs and limiting the musical works available to us.

Sirius XM Business.

The changing market for musical compositions may have an adverse effect on our Sirius XM and Pandora services, including increasing our costs and limiting the musical works available to us.

Sirius XM Service.

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.

Pandora Services.

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.

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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 rate structure for the five-year period commencing January 1, 2018 and ending on December 31, 2022 (“Phono III”).

The rate was the greater of 15.1% of revenues or 26.2% of record label payments in 2022, with each rate prong increasing from slightly lower percentages in years prior to 2022.

In July 2022, after the Court of Appeals for the D.C.

Circuit vacated the CRB’s initial rate determination, the CRB issued a new ruling that retained the first prong from its initial determination (with rates increasing up to 15.1% of revenues in 2022), but revised the second rate prong downward, from 26.2% to 21% of record label payments for each year for 2018-2022.

Music publishers have challenged that downward adjustment, and a decision from the CRB on that challenge is expected to be issued in 2023.

Following that decision, Pandora will make retroactive adjustments to its 2018-2022 payments to the extent that the new, final rates differ from those under which its previous payments were made.

In September 2022, in a CRB proceeding to determine mechanical royalty rates under Section 115 for the five-year period commencing January 1, 2023 and ending December 31, 2027 (“Phono IV”), the participating music publishers and digital music services, including Pandora, reached a settlement.

That settlement set the rates at the greater of 15.1% of revenues or 26.2% of record label payments for 2023, rising over the five-year period to 15.35% of revenues or 26.2% of record label payments by 2027.

That settlement was adopted by the CRB on December 30, 2022, and became effective on January 1, 2023.

For the five-year period commencing January 1, 2023 and ending December 31, 2027 Pandora agreed to pay the greater of 15.1% of revenues or 26.2% of record label payments in 2023, rising over the five-year period to 15.35% of revenues or 26.2% of record label payments by 2027.

Sound Recordings

Operators of a non-interactive satellite radio or streaming service are entitled to license sound recordings under the statutory license contained in Section 114 of the United States Copyright Act (the “statutory license”).

Under the statutory license, we may negotiate royalty arrangements with the owners of sound recordings or, if negotiation is unsuccessful, the royalty rate is established by the CRB.

Sound recording rights holders, typically large record companies, are primarily

represented by SoundExchange, Inc.

Under the statutory license, we may negotiate royalty arrangements with the owners of sound recordings or, if negotiation is unsuccessful, the royalty rate is established by the Copyright Royalty Board (the “CRB”).

Sound recording rights holders, typically large record companies, are primarily represented by SoundExchange, Inc.

(“SoundExchange”), an organization which negotiates licenses, and collects and distributes royalties on behalf of record companies and performing artists.

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satellite digital audio radio subscribers, and advertising revenue from channels other than those channels that make only incidental performances of sound recordings.

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.

The rates and terms permit us to reduce the payment due each month for those sound recordings that are separately licensed and sound recordings that are 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 2023, we paid a per performance rate for the streaming of certain sound recordings of $0.0030 on our Sirius XM streaming service which increased from $0.0028 in 2022.

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.

In 2024, we expect to pay a per performance rate for the streaming of certain sound recordings of $0.0031 on our Sirius XM streaming service.

Pandora Services.

For our Pandora services, 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.

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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 by the CRB.

Prior to the enactment of the Orrin G.

Hatch-Bob Goodlatte Music Modernization Act in October 2018, our rights to perform certain sound recordings that were fixed before February 15, 1972 were governed by state law.

We still face a class action lawsuit brought by plaintiffs who allege that Pandora violated their alleged exclusive copyright ownership rights to the reproduction of sound recordings created prior to February 15, 1972.

Legal Proceedings” of this Annual Report on Form 10-K for information on this action.

Sirius XM Business

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Human Capital Resources

As of December 31, 2022, we had 5,869 full-time and part-time employees, the overwhelming majority of which were full-time employees.

As of December 31, 2022, our workforce increased by approximately 5% compared to the prior year, and our core voluntary full-time employee turnover rate was approximately 10.1%.

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

We strive to create a diverse, inclusive and supportive workplace, with opportunities for our employees to grow and develop in their careers, supported by competitive compensation, benefits and health and wellness programs, and by programs that build connections between our employees and their communities.

We are focused on creating a culture of integrity and respect, with the goal of working together to drive our business to be creative, innovative and competitive.

In 2022, we announced a new set of core values to our workforce:

“We believe we will shape the future of audio because we are:

authentic, inclusive, curious and driven”.

We intend to employ these core values to inform and guide the decisions and behaviors of our employees.

We operate a performance-based environment where results matter and financial discipline is enforced.

We have 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 for results and employees are empowered and expected to “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 Compensation 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.

We cultivate an inclusive environment where human differences are valued, respected, supported and amplified.

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

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 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, equity and inclusion efforts.

As of December 31, 2023, we had 5,680 full-time and part-time employees whose skills span a wide range of highly specialized capabilities.

Our core voluntary full-time employee turnover rate in 2023 was approximately 6.2%.

We strive to maintain an inclusive culture where our differences are valued, respected and celebrated, and our diverse perspectives are united to drive and grow our businesses.

We employ a diverse workforce, composed of individuals with different identities, experiences, perspectives and priorities.

Together, we represent different dimensions of diversity and we are committed to fostering an environment where all of our employees can thrive and reach their full potential.

We encourage our employees to voluntarily self-identify their gender, race, ethnicity, veteran and disability status.

Understanding our employee demographics enables us to shape our talent strategy and invest time and resources in various initiatives.

As of December 31, 2023, 42% of our employees identified as women and 40.2% identified as people of color (African American, Latinx, Asian, and Native American).

At our executive leadership level (which we define as employees at the vice president and above level), 33.4% of our employees identified as women and 17% identified as people of color.

We expect to release updated information regarding the composition of our workforce on an annual basis.

We are focused on increasing the representation of women and people of color at all levels of our organization.

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

Our Pathways program 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 five employee resource groups, including groups supporting women, people of color, 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.

Our “Can We Talk?” initiative is aimed at increasing cultural awareness and promoting dialogue.

We also offer a program we call “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 do this by promoting SiriusXM as an employer of choice through a number of different efforts.

In 2023, we attended professional conferences such as Grace Hopper and AfroTech, and sponsored events with organizations, including Sistas in Sales, in an effort to facilitate connections with diverse talent.

We also engage with Historically Black Colleges and Universities and provide full-time entry-level job opportunities for their graduates through our Pathways program.

Our hiring managers and recruiters are trained on inclusive hiring practices and eliminating unconscious biases in the hiring process.

Many of our employees are members of our employee resource groups, known as SiriusXM Communities, which were established for the purpose of supporting, nurturing, and empowering under-represented members of our workforce.

We have been named to Worklife 50, NY Crain's Excellence in Diversity and Inclusion, Newsweek's America's Greatest Workplaces for Diversity in 2024, and for many years as a best place to work for LGBTQIA+ equality by the Human Rights Campaign's Corporate Equality Index.

We prioritize cultural awareness, celebrate diversity, and educate our workforce on our anti-harassment and discrimination policies.

Our policies are designed to protect against discrimination based upon sex, gender, race, color, religion and 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 host mandatory Conscious Inclusion training and we offer our “Can We Talk?” program, both of which are designed to explore bias and its impact, increase cultural awareness, invite open dialogue, and promote inclusive behaviors in our workplace.

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

Health, Safety and Wellness

We are committed to the health, safety and wellness of our employees.

We provide our employees and their families with access to a variety of health and wellness programs, including benefits that support their physical and mental health.

Compensation and Benefits

We operate in a highly competitive and technologically challenging environment.

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, 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, fertility resources, advocacy resources, flexible work schedules and employee assistance programs.

Talent Development

We provide numerous training opportunities for our employees, with a focus on continuous learning and development and methodologies to manage performance, provide feedback and develop talent.

To supplement the training offerings and variety of content available to our employees, we launched LinkedIn Learning in 2022.

LinkedIn Learning is an online learning platform which provides our employees with access to on-demand courses, covering a wide range of technical, business, software, and creative topics.

We also have an internal digital workplace which provides employees with quick access to learning resources that cover a variety of topics.

Our talent development programs attempt to provide employees resources to achieve career goals and build management and leadership skills.

We offer mentoring programs, management training and leadership sessions to support the professional growth of our employees.

Building Connections — With Each Other and our Communities

Building connections between our employees, their families and our communities can, in our view, create a more meaningful, fulfilling and enjoyable workplace.

Through our engagement programs, employees can pursue their interests and hobbies, and connect to each other and to volunteering and giving opportunities.

Our corporate giving and volunteering programs encourage employees to give to the causes most meaningful to them.

We have a charitable matching program which offers employees a dollar for dollar match on their charitable contributions up to a specific cap.

We maintain our Code of Ethics which embodies our commitment to conduct business in accordance with applicable law and the highest ethical standards.

What We Believe

We believe that our employees do their best work when they feel connected, supported and empowered, and we are committed to making that happen with people-focused initiatives.

Our core values, which define us as authentic, inclusive, curious and driven, are aligned with our vision.

Together, these elements set the foundation for how we collaborate, and operate as individuals.

We believe that our success hinges on our ability to attract, retain, and develop top talent.

Recognizing employees for outstanding accomplishments, rewarding them for positive performance, and inspiring them to reach new heights are strongly connected to retention.

We are a results-driven organization and we believe that recognition and reward are key to generating a sense of pride and accountability.

Through our engagement surveys and other communication channels, we have learned a tremendous amount about our workforce and this knowledge shaped the people-focused initiatives we prioritized in 2023.

We believe that our culture is a long-term competitive advantage for us, fuels our ability to execute, and underpins our employee talent strategy.

How We Reward and Develop Our People

Our goal is to establish SiriusXM as a place where employees can build long-term careers and achieve their personal and professional aspirations.

We offer a comprehensive total reward program designed to attract, motivate, and retain top talent.

This program combines competitive compensation with benefits and well-being resources designed to meet the diverse needs of our workforce.

Our compensation programs, which vary by employee level, include salary, incentive compensation opportunities, and equity-based compensation awards.

In addition, our benefits programs are competitive for the markets in which we operate and may include healthcare and insurance benefits, paid time off, paid parental leave, fertility resources, advocacy resources, flexible work schedules, and employee assistance programs.

We have robust talent development offerings, including training opportunities, access to LinkedIn Learning which offers an extensive content library, a mentorship program, leadership development programs, and a performance feedback program.

Our talent development programs include a comprehensive goal-setting process, a career path framework, skills and core competency assessments, and custom learning paths.

Additionally, through mentoring programs, specialized management

training and leadership coaching, we nurture the professional growth of our employees.

We also sponsor external leadership training opportunities for employees from underrepresented backgrounds.

Succession planning is a priority for our leaders.

How We Give Back

SiriusXM Cares is the name of our philanthropic effort to promote charitable giving.

SiriusXM Cares has three focus areas for giving:

Employee, Social Equity, and Corporate;

and through these focus areas, we are able to give directly or bolster employee giving efforts.

Through our focus on the Employee, we invite employees to give to the causes most meaningful to them.

We have a charitable matching program which offers employees a dollar for dollar match on their charitable contributions up to a specific threshold.

In addition, full-time employees are eligible to receive five days of paid time off to volunteer with charitable organizations of their choice.

During 2022, over 450 employees volunteered over 6,000 hours, while over 800 employees utilized our charitable matching program, benefiting more than 1,000 charitable organizations.

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

Over the past three years, SiriusXM Cares contributed to a variety of organizations which promote social equality, education, hiring, or combat racial injustice, including The Apollo Theater, The Smithsonian Institute’s National Museum of African American History and Culture, 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, the St.

Thomas Aquinas College Social Justice Center, United Jewish Appeal Federation of Jewish Philanthropies of NY, Inc., City of Hope, United States Holocaust Memorial Museum, and The Last Mile.

During 2023, over 500 employees volunteered over 7,800 hours, and over 620 employees utilized our charitable matching program, benefiting more than 800 charitable organizations.

In alignment with our Social Equity and Corporate focus areas, SiriusXM Cares has contributed to a variety of organizations over the past three years.

These organizations, which combat racial injustice, promote social equality, provide education, or facilitate hiring of underrepresented individuals, include The Apollo Theater, The Smithsonian Institute’s National Museum of African American History and Culture, 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, the St.

Thomas Aquinas College Social Justice Center, United Jewish Appeal Federation of Jewish Philanthropies of NY, Inc., City of Hope, United States Holocaust Memorial Museum, The Last Mile, Girls Who Code, Paley Center for Media, Hunter College, Boys & Girls Club of Metro Queens, Boys & Girls Club of America, Fam Frequency Productions, Reaching Early Creatives, Volunteers of America- Greater New York, and Sounds of Saving.

Our Health, Safety and Well-Being

We are committed to providing a healthy and safe environment that allows employees to thrive professionally and personally.

To support the well-being of our employees and their families we also offer resources focused on physical, mental, and emotional health.

Corporate Information and Available Information

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Greenstein 64 President, Chief Content Officer

57 Executive Vice President and Chief Financial Officer

Donnelly 62 Executive Vice President, General Counsel and Secretary

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51 Chief Product and Technology Officer

Sullivan 55 Executive Vice President and Chief Financial Officer

Verbrugge 54 Chief Commercial Officer

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Witz began her career in the Investment Banking Department at Kidder, Peabody & Co Inc.

Greenstein has served as our President and Chief Content Officer since May 2004.

Greenstein has served as our President, Chief Content Officer, since May 2004.

Prior to May 2004, Mr.

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Greenstein was Senior Vice President of Motion Pictures, Music, New Media and Publishing at Miramax Films, and held senior positions at Viacom Inc.

Barry has served as our Executive Vice President and Chief Financial Officer since April 2023 and also serves as our Chief Accounting Officer .

From 2009 until 2023 he was our Senior Vice President and Controller.

Prior to joining Sirius XM, Mr.

Barry was the Vice President and Controller for Reader’s Digest Inc., the owner of the American general-interest family magazine, from 2002 until 2009.

Prior to Reader’s Digest, he held finance leadership roles at Xerox Engineering Systems, a subsidiary of Xerox Corporation, the workplace technology company, and Avon Products Inc., the multinational cosmetics, skin care, fragrance and personal care company.

Barry started his career at PricewaterhouseCoopers LLP, the international professional services brand of firms, and is a Certified Public Accountant.

Donnelly has served as our Executive Vice President, General Counsel and Secretary, since May 1998.

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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.

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.

Verbrugge has served as our Chief Commercial Officer since June 2022.

Verbrugge has served in many senior positions during his 19-year career with us .

Verbrugge has served as our Chief Commercial Officer since June 2022 and has served in many senior positions during his 20-year career with us .

Verbrugge served as our Executive Vice President, SXM Digital Subscriptions, from January 2022 until June 2022;

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Verbrugge served in various senior positions for us and XM Satellite Radio Holdings Inc.

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.

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.

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.

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