Sirius XM Holdings Inc. operates as an audio entertainment company in North America with a portfolio of audio businesses, including the company’s flagship subscription entertainment service, Sirius XM (Sirius XM Radio Inc.); the ad-supported and premium music streaming services of Pandora (Pandora Media, LLC); a podcast network; an advertising sales group, SiriusXM Media; and a suite of advertising technology solutions.
The company operates two complementary audio entertainment businesses – its...
Sirius XM Holdings Inc. operates as an audio entertainment company in North America with a portfolio of audio businesses, including the company’s flagship subscription entertainment service, Sirius XM (Sirius XM Radio Inc.); the ad-supported and premium music streaming services of Pandora (Pandora Media, LLC); a podcast network; an advertising sales group, SiriusXM Media; and a suite of advertising technology solutions.
The company operates two complementary audio entertainment businesses – its Sirius XM business and its Pandora and Off-platform business. The company reaches a combined monthly audience of approximately 160 million listeners.
The company continues to expand the range of choices for its listeners – both in terms of compelling content and the array of ways in which it can be consumed. There are approximately 167 million vehicles in operation with Sirius XM radios, and the proliferation of smart speakers and other connected devices, including the company’s webplayer and the SiriusXM App, has increased the range of options consumers have for engaging with and consuming its content.
In 2024, the company continued an extensive digital infrastructure update that began in 2023. This project involves the implementation of new systems and products that extend from its consumer-facing SiriusXM App to the systems underlying its billing, identity, commerce, and customer management functions. Once fully deployed, these systems are expected to unlock opportunities for more efficient data utilization and provide deeper insights into the company’s customers, potential customers and how individuals engage with its audio entertainment services. The company anticipate that these investments in digital infrastructure will enhance operational efficiency, improve customer service, optimize customer marketing efforts, and enable users to discover more content while customizing their listening experiences. This new digital infrastructure incorporates both systems developed internally, as well as platforms licensed from leading third party technology providers.
The new SiriusXM App, which launched in December 2023, serves as a companion to the company’s satellite radio service and is updated regularly. The SiriusXM App includes a sleek design that is easy to use and includes modernized client applications. The SiriusXM App also includes, among its many upgrades, improved search and discovery functions and refines the talk and sports programming and podcast experience for listeners.
Sirius XM
The company’s SiriusXM business features a wide range of content, including music, sports, entertainment, comedy, talk and news channels, podcasts and infotainment services, all available in the United States on a subscription fee basis. SiriusXM’s content bundles include live, curated and certain exclusive and on demand programming. The SiriusXM service is distributed through its 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 SiriusXM’s website. Additionally, the company’s user interface, ‘360L’, integrates satellite and streaming services into a seamless in-vehicle entertainment experience.
The primary source of revenue from the company’s Sirius XM business is subscription fees, with most of its customers subscribing to monthly or annual plans. Additional revenue streams include advertising on select non-music channels, direct sales of radios and accessories, and other ancillary services. As of December 31, 2024, the company’s SiriusXM business had approximately 33.2 million subscribers.
In addition to its audio entertainment businesses, the company provides connected vehicle services to several automakers. These services are designed to enhance the safety, security and driving experience of consumers. The company also offers a suite of data services that includes graphical weather and fuel prices, a traffic information service that includes information as to road closings, traffic flow and incident data to consumers with compatible in-vehicle navigation systems, and real-time weather services in vehicles, boats, and planes.
Sirius XM also holds a 70% equity interest and 33% voting interest in Sirius XM Canada Holdings Inc. (Sirius XM Canada).
Pandora and Off-platform
The company’s 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 an ad-supported radio service, a radio subscription service (Pandora Plus), and an on-demand subscription service (Pandora Premium). As of December 31, 2024, Pandora had approximately 5.8 million subscribers.
The majority of revenue from the company’s Pandora service is generated from advertising on its Pandora ad-supported radio service. The company also derives subscription revenue from its Pandora Plus and Pandora Premium subscribers.
The company’s Pandora and Off-platform business also sells advertising on other audio platforms and in widely distributed podcasts, which it considers to be off-platform services.
Podcasting
In 2024, an estimated 135 million Americans listened to a podcast at least monthly. SiriusXM serves as the ad sales representative and distributor for many podcasts, including several leading podcast networks, such as Unwell Network, Audiochuck, SmartLess, and NBC News. These podcasts are included in the SiriusXM Podcast Network.
Within the company’s service, SiriusXM subscribers can listen to their favorite podcasts with streaming access via the SiriusXM App, online and to a limited extent on 360L. Covering topics, such as true crime, news, politics, music, comedy, sports and entertainment, SiriusXM’s curated selection of podcasts comes from third parties, as well as SiriusXM content edited into podcast format.
In 2024, the company launched SiriusXM Podcast+, a subscription service offering ad-free access to exclusive content and new episodes to a variety of its premium podcasts. SiriusXM Podcast+ subscriptions can be purchased through Apple Podcasts.
The company 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 Simplecast, the company also offer a comprehensive podcast management and analytics platform, allowing it to offer podcasters a solution for management, hosting, analytics, and advertising sales.
SiriusXM Media
SiriusXM Media is the company’s advertising sales group that supports both the SiriusXM and Pandora audio entertainment services. SiriusXM Media also sells advertising on audio platforms and in podcasts unaffiliated with it and serves as the exclusive advertising representative for other third party platforms and podcasters. SiriusXM Media has a reach of more than 160 million monthly listeners, and gives brands, creators, and publishers access to the largest digital audio advertising platform in North America.
SiriusXM Media enables advertisers the ability to run campaigns across multiple platforms in the United States, including Pandora and SoundCloud. In addition, through AdsWizz Inc., the company 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.
Sirius XM Business
Programming
SiriusXM is home to hundreds of expertly curated, ad-free music channels across all genres, decades, and moods, as well as the must-hear live moments and top hosts in sports, news, entertainment, comedy, podcasts, and more.
From one-of-a-kind channels by some of the world’s top musicians to first-listens and exclusive performances from emerging artists and bands, SiriusXM presents the soundtrack for any moment.
SiriusXM brings fans closer to their favorite sport by offering the most extensive lineup of live pro and college play-by-play plus call-in programming that delivers real-time reactions and analysis from experts and insiders.
Subscribers also stay informed and entertained with news and politics from every perspective, entertainment, comedy, and beyond with celebrity interviews, iconic hosts, trusted opinions and non-stop laughs.
The full channel lineup is available at siriusxm.com.
The company’s extensive programming, including its exclusive, live and curated content, sets it apart from terrestrial radio and other audio entertainment providers. The company’s SiriusXM business aims to be a platform for diverse perspectives with channels reflecting views from across the spectrum of culture and spotlighting historically underrepresented groups. As the company continue to refresh and adjust to its programming lineup over time to both attract new audiences and deliver meaningful value to its existing subscribers, it remain committed to maintaining the diversity and originality in its content.
Sirius XM Streaming Service
The company’s streaming service offers a wide variety of music and non-music channels, including channels and content that are not available on its satellite radio service, and podcasts. Consumers can access its streaming service on iOS and Android mobile devices, web browsers, and other internet connected devices.
The company’s 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; on-demand new and archive episodes of SiriusXM shows and specials; and video content, including video from The Howard Stern Show, featuring in-studio performances, interviews and behind-the-scenes moments with artists, personalities and newsmakers. In addition, the company offers an Artist Stations feature as part of substantially all its plans, which allows subscribers to create their own customized ad-free music stations based on their favorite artists within the SiriusXM app and on capable 360L in-vehicle radios.
The company’s SiriusXM service also includes a robust library of podcasts, some of which are exclusive, along with other on-demand content.
Marketing
The company offer its audio entertainment services in a variety of subscription plans at multiple price points to match diverse customer needs. For example, the company offer its satellite radio service in its All Access, Platinum, Music & Entertainment, Music Showcase and News, Sports & Talk plans. These plans include a range of content, and a number of these plans are also offered in Family Friendly versions. These plans are offered at a variety of price points. A substantial number of its subscribers enjoy the company’s audio entertainment service at promotional prices.
The company’s streaming service is currently included with virtually all of its satellite radio subscription plans. The company also offer its streaming service in a standalone package, All Access (App only), available directly through it, third party app stores and integrated billing providers.
In 2024, the company introduced new plans and pricing options designed to attract and retain subscribers while enhancing the value of existing plans. In 2024, the company also migrated certain premium content and features to lower tiered plans to increase the value to subscribers of these plans in an effort to retain existing subscribers. For example, the company’s Music & Entertainment plan now includes more sports content and the Howard Stern channels, and the company’s Platinum plan includes the ability to access three simultaneous streams so subscribers can share access with family members.
In May 2024, the company began offering a free, advertising-supported plan, which it call Free Access, to select customers. Free Access is available in select 360L vehicles, and is accessible by consumers after the expiration of their trial or paid subscription. Free Access is offered in Nissan and Polestar capable vehicles currently, and it expect that additional automakers will support Free Access beginning later this year. Free Access is offered to consumers without a subscription fee, but individuals are required to opt in to access the free, ad-supported channels on their inactive radios. Free Access features a total of 41 channels, including 15 music channels, 9 comedy, sports, and news channels, and includes advertising on many channels. A subscriber’s Free Access service continues until either it or the customer cancels the subscription, or until the consumer purchases a paid subscription to its service. The subscribers to, and advertising revenue being generated by, Free Access is currently not material.
In 2024, the company also launched a SiriusXM Podcast+ subscription service which permits consumers to receive benefits, such as ad-free access and exclusive content to new episodes of a variety of its premium podcasts. SiriusXM Podcast+ subscriptions can be purchased through Apple Podcasts.
The company has agreements with leading electric vehicle manufacturers, including Tesla, Lucid and Rivian, to integrate the SiriusXM experience into their vehicles. The company also has entered into agreements with third parties designed to increase the distribution and ease of use of its streaming service, including through connected devices. In addition, the company has arrangements with various services and consumer electronics manufacturers to include the SiriusXM streaming functionality with their service and devices.
360L
The company’s advanced automotive platform, ‘360L’, integrates satellite and streaming services into a seamless in-vehicle entertainment experience. The company has agreements with many automakers to deploy its 360L interface in a variety of vehicles. In 2024, the company’s 360L platform was included in approximately 154 vehicle models manufactured for sale in the United States. The company expect that 360L will be included in a majority of vehicles that include SiriusXM functionality in the future.
360L allows the company to take advantage of advanced in-dash infotainment systems. 360L is intended to leverage the ubiquitous signal coverage and low delivery costs of the company’s satellite infrastructure with the two-way communication capability of a wireless streaming service to provide consumers seamless access to its content, including its live channels, on demand service, podcasts and personalized music services. The wireless streaming connection included in 360L enables enhanced search and recommendations functions, making discovery of the company’s content in the vehicle easier. 360L also provides the company data on how its subscribers use its service.
Distribution of Radios
New Vehicles
The company’s distribute satellite radios through the sale and lease of new vehicles, and it has 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.
Most automakers include a trial subscription to the company’s service in the sale or lease of their new vehicles. In certain cases, it receives subscription payments from automakers in advance of the activation of the company’s service. The company share with certain automakers a portion of the revenues it derives from subscribers using vehicles equipped to receive its service. The company also reimburse various automakers for certain costs associated with the satellite radios installed in new vehicles, including in certain cases hardware costs, engineering expenses, and promotional and advertising expenses.
Previously Owned Vehicles
The company acquires subscribers through the sale and lease of previously owned vehicles with factory-installed satellite radios. The company has entered into agreements with many automakers to include a subscription to its service in the sale or lease of vehicles, which include satellite radios sold through their certified pre-owned programs. The company also works directly with franchise and independent dealers on programs for non-certified used vehicles.
The company developed systems and methods to identify purchasers and lessees of pre-owned vehicles equipped with satellite radios and have established marketing plans to promote its services to these potential subscribers. Leveraging this information, the company established targeted marketing plans to promote its services to these potential subscribers.
Retail
The company sells satellite radios directly to consumers through its website. Additionally, the company’s satellite radios are also marketed and distributed through national, regional and online retailers, such as Amazon.com.
Satellite Radio Systems
The company’s satellite radio systems are designed to deliver clear reception in most areas of the continental United States despite variations in terrain, buildings and other obstructions. The company continually monitors its infrastructure and regularly evaluate improvements in technology.
The company’s satellite radio systems have three principal components, such as satellites, terrestrial repeaters, and other satellite facilities; studios; and radios.
Satellites, Terrestrial Repeaters and Other Satellite Facilities
Satellites: The company provides its service through a fleet of orbiting geostationary satellites. Two of these satellites, FM-5 and FM-6, transmit its 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 the company’s service on frequencies originally licensed by the FCC to XM. The company’s XM-3 satellite serves as a spare for the XM system, although it expects to de-orbit this satellite in 2025.
On December 5, 2024, the company’s SXM-9 satellite was successfully launched and has completed in-orbit testing. The company’s SXM-9 satellite has replaced its SXM-8 satellite in the XM constellation, with SXM-8 becoming an in-orbit spare.
The company has entered into agreements for the design, construction and launch of three additional satellites 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 2025, 2026, and 2027, respectively.
Satellite Insurance: The company procured insurance for SXM-9, SXM-10, SXM-11, and SXM-12 to mitigate the risks associated with each satellite’s launch and first year of in-orbit operation. The company do not carry insurance policies covering its other in-orbit satellites as it consider the premium costs to be uneconomical relative to the risk of satellite failure.
Terrestrial Repeaters: In some areas with high concentrations of tall buildings, such as urban centers, signals from the company’s satellites may be blocked and reception can be adversely affected. In other areas with a high density of next generation wireless systems the company’s service may experience interference. In many of these areas, the company has deployed terrestrial repeaters to supplement and enhance its signal coverage, and, in other areas, it may deploy additional repeaters to mitigate interference. The company operate over 1,000 terrestrial repeaters across the United States as part of its systems.
Other Satellite Facilities: The company controls and communicates with its satellites from facilities in North America. The company’s satellites are monitored, tracked, and controlled by a third party satellite operator.
Studios
The company’s 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. The company provides equipment to artists and hosts to enable remote creation and transmission of programming from other locations.
Radios
The company has authorized manufacturers and distributors to produce and distribute radios, and has licensed its technology to various electronics manufacturers to develop, manufacture, and distribute radios under certain brands.
Connected Vehicle Services
The company provides connected vehicle services to and on behalf of several automakers, enhancing the safety, security and driving experience for drivers while delivering marketing benefits to automakers and their dealers. The company supports 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 the company’s connected vehicle services are not included in its subscriber count or subscriber-based operating metrics.
Other Services
Commercial Accounts: The company’s music programming services are available for commercial establishments through its wholly owned subsidiary, Pandora Cloud Cover Media, Inc. (Cloud Cover) and through Pandora for Business and SiriusXM for Business, each of which offers a licensed, commercial-free music service for offices, restaurants, and other business establishments.
Satellite Television Service: Certain of the company’s music channels are offered as part of select programming packages on the DISH Network satellite television service.
Travel Link: The company offer Travel Link, a suite of data services that includes graphical weather updates, fuel prices, sports schedules and scores, and movie listings.
Real-Time Traffic Services: The company offer services that provide graphic information as to road closings, traffic flow and incident data to consumers with compatible in-vehicle navigation systems.
Real-Time Weather Services: The company offers real-time weather services in vehicles, boats, and planes.
Commercial subscribers to the SiriusXM and Pandora programming services are included in the company’s subscriber counts, respectively. Commercial subscribers to the Cloud Cover music programming service are included in its Pandora and Off- platform subscriber counts. Subscribers to the DISH Network satellite television service are not included in the company’s subscriber counts nor are subscribers to its Travel Link, real-time traffic services and real-time weather services, unless the applicable service is purchased by the subscriber separately and not as part of a radio subscription to its service.
Emergency Services: In 2024, the company acquired the licenses in the 2.3 GHz Wireless Communications Service (‘WCS’) C and D Blocks from subsidiaries of AT&T. This WCS spectrum consists of 5 MHz of unpaired blocks each, with ‘C block’ being located at 2315-2320 MHz and ‘D block’ being located at 2345-2350 MHz. The transaction was subject to customary closing conditions, including certain approvals of, and waivers by, the FCC.
The company intend to use the additional spectrum for public interest purposes, providing a satellite-delivered service to enhance the emergency communications capabilities of the Federal Emergency Management Agency (‘FEMA’), furthering its essential public safety role. The initial use of this spectrum will give FEMA access to secure bandwidth on the company’s satellite radio system, allowing FEMA to have a new method of connectivity with its National Public Warning System network. The company also may use this spectrum for additional public safety communications and potentially other services in the future.
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.
Sirius XM and Sirius XM Canada has 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, 2024, Sirius XM Canada had approximately 2.5 million subscribers. Sirius XM Canada’s subscribers are not included in the company’s subscriber count or subscriber-based operating metrics.
Pandora and Off-platform Business
Pandora Media, LLC, which owns and operates the company’s Pandora and Off-Platform business, is a wholly owned subsidiary of Sirius XM.
Streaming Radio and On-Demand Music Services
Pandora offers a highly personalized audio entertainment platform allowing users to create customized stations and playlists while also enabling on-demand search and playback of songs and albums. The Pandora service leverages advanced content programming algorithms, listener data, and music attributes 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 company’s Pandora service is also available in vehicles in the United States with smartphone connectivity. Certain automakers provide embedded streaming connectivity that supports and makes available the Pandora service in vehicles without the need for smartphone connectivity. Additionally, the company’s Pandora service is integrated into consumer electronic, voice-based devices, and smart speakers.
The Pandora service is available as an ad-supported radio service, a radio subscription service (Pandora Plus), and an on-demand subscription service (Pandora Premium). Local and national advertisers deliver targeted messages to the company’s Pandora listeners on the ad-supported service.
Ad-Supported Radio Service
Pandora offers an ad-supported radio service which allows listeners to access the company’s 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 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. The company refers to this temporary access as ‘Premium Access’.
Subscription Radio Service (Pandora Plus)
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. Premium Access is also available to Pandora Plus listeners.
On-Demand Subscription Service (Pandora Premium)
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. 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.
Pandora Premium incorporates social networking features, including a centralized stream where listeners can view the music that their social connections are experiencing and provide and receive recommendations for songs, albums, and playlists. 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.
SiriusXM Media
SiriusXM Media is an advertising sales group spanning the company’s 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 160 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 the company’s 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. The company’s 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.
SiriusXM Podcast Network
The company licenses original podcasts from their creators, and provides podcast advertising services generates revenue from nearly 700 shows. The company creates and distributes original podcasts licensed from third parties through platforms, such as the iPhone podcast App. The company 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 licensed podcasts.
AdsWizz
Through its AdsWizz subsidiary, the company’s 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. 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 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 and the company’s 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.
Simplecast
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.
The company also offers 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
The company utilizes advanced artificial intelligence (‘AI’) algorithms and technologies to enhance various aspects of its operations. These enhancements include improving customer experience, optimizing the company’s marketing execution, and enabling more effective analysis and use of its operating and financial data. Given the evolving nature and complexity of AI technologies, there remains inherent operational and legal risks. The company may use artificial intelligence in its business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect its results of operations, which highlights potential challenges in managing AI use, including reputational harm, competitive harm, legal liability and potential adverse effects on its results of operations.
Competition
Competition for Subscribers and Listeners
Streaming and On-Demand Competitors
Streaming and on-demand services, including Amazon Prime, Apple Music, Spotify, TikTok and YouTube, compete with the company’s 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. Certain of these services include advanced functionality, such as personalization and customization and allow the user to access large libraries of content. These services, in some instances, are also offered through devices sold by the service providers, including Apple, Google, and Amazon. These services compete with the company’s 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, as well as projection technologies through Apple CarPlay and Android Auto. These systems enhance the attractiveness of internet based competitors by making such applications more prominent, easier to access, and safer to use in vehicles.
Competition for Advertisers
The company’s competition for advertisers includes large scale online advertising platforms, such as Amazon, Facebook, and Google.
Government Regulation
Certain of the company’s services are also subject to laws in the United States and abroad pertaining to privacy of user data and other information, including the California Consumer Privacy Act and the European General Data Protection Regulation.
Sirius XM Business
As operators of a privately-owned satellite system, the company is regulated by the FCC under the Communications Act of 1934, principally with respect to the licensing of the company’s satellite systems; preventing interference with or to other users of radio frequencies; and compliance with FCC rules established specifically for the U.S. satellites and satellite radio services. Any assignment or transfer of control of the company’s FCC licenses must be approved by the FCC.
The FCC has established rules governing terrestrial repeaters and has granted the company a license through 2027 to operate its repeater network.
In certain cases, the company obtains FCC certifications for satellite radios, including satellite radios that include FM modulators. The company’s radios that are in production comply with all applicable FCC rules.
The company’s FCC licenses for its FM-5 satellite expires in 2025, its FM-6 satellite license expires in 2030, its XM-3 satellite license expires in 2026, its XM-5 satellite license expires in 2026, its SXM-8 satellite license expires in 2029, and its SXM-9 satellite license is expected to expire in 2033, and its SXM-7 satellite license expires in 2029.
Copyrights to Programming
The company’s Sirius XM and Pandora services use both statutory and direct music licenses as part of their businesses. The company licenses varying rights, such as performance and mechanical rights - for use in its Sirius XM and Pandora services based on the various radio and interactive services they offer.
Musical Compositions: Performance Rights and Mechanical Rights
The holders of performance rights in musical compositions, generally songwriters and music publishers, are represented by performing rights organizations, such as the American Society of Composers, Authors and Publishers (ASCAP), Broadcast Music, Inc. (BMI), SESAC, Inc. (SESAC), and Global Music Rights LLC (GMR). These organizations negotiate fees with copyright users, collect royalties and distribute them to the rights holders.
Sirius XM Service: The company has arrangements with ASCAP, BMI, SESAC, and GMR to license the musical compositions it performs on its satellite radio and streaming services. The company’s Sirius XM business does not require a mechanical license.
Pandora Services: The company has arrangements with ASCAP, BMI, SESAC, GMR and a variety of other copyright owners to license the musical compositions performance rights it uses on its Pandora services. For the company’s Pandora ad-supported radio service, certain copyright holders receive as a performance royalty a fee based on usage and their ownership share of the works that Pandora plays, and other copyright holders receive a fixed fee.
For its 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.
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, the company 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.
Pandora Services: For its Pandora services, the company has 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.
Research and Development
During the year ended December 31, 2024, the company’s research and development expenses were $252.
Trademarks
Sirius XM Business
The company has registered, and intend to maintain, the trademarks Sirius, XM, SiriusXM and SXM with the United States Patent and Trademark Office in connection with the services it offers. The company also has registered, and intend to maintain, trademarks for the names of certain of its channels. The company has also registered the trademarks Sirius, XM and SiriusXM in Canada. The company has granted a license to use certain of its trademarks in Canada to Sirius XM Canada.
Pandora and Off-platform Business
The company has registered, and intend to maintain, the trademarks Pandora, Ampcast and Music Genome Project, in addition to a number of other Pandora logos and marks, with the United States Patent and Trademark Office in connection with the services it offers. The company also has registered the trademark Pandora in Australia, Canada, Chile, the European Union, India, Israel, Mexico, New Zealand, Switzerland, Taiwan, and other countries, and the trademark Music Genome Project in Australia, Canada, China, and New Zealand.
History
Sirius XM Holdings Inc. was incorporated in the state of Delaware in 2013.
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