This Annual Report on Form 10-K presents information for Sirius XM Holdings Inc. (“Holdings”).  The terms “Holdings,” “we,” “us,” “our,” and “our company” as used herein and unless otherwise stated or indicated by context, refer to Sirius XM RadioHoldings Inc. (“Sirius XM”) and its subsidiaries.subsidiaries, and “Sirius XM” refers to our wholly-owned subsidiary Sirius XM Radio Inc.

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

As of December 31, 2016,2018, Liberty Media Corporation (“Liberty Media”) beneficially owned, directly and indirectly, approximately 67%73% of the outstanding shares of Holdings’ common stock.  Liberty Media owns interests in a range of media, communications and entertainment businesses.

Sirius XM is a wholly-owned subsidiary of Holdings.  We transmit music, sports, entertainment, comedy, talk, news, traffic and weather channels, as well as infotainment services, in the United States on a subscription fee basis through our two proprietary satellite radio systems. Subscribers canWe also receivetransmit a larger set of music and other channels plus features such as SiriusXM On Demand and MySXM, overvideo programming through our Internet radiostreaming service. Our streaming service includingis available online and through applications for mobile devices, home devices and other consumer electronic equipment.  We are also a leader in providingprovide connected vehicle services. Our connected vehicle services are designed to enhance the safety, security and driving experience for vehicle operators while providing marketing and operational benefits to automakers and their dealers.

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

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

We are developingIn 2018, we introduced a product,user interface, which we call “360L” (formerly called SXM17),“360L,” that combines our satellite and Internetstreaming services into a single, cohesive in-vehicle entertainment experience. Our 360L interface has been deployed in Dodge Ram trucks and is expected to allowin the process of being introduced by several other automakers. 360L allows us to take advantage of advanced in-dash infotainment systems.  360L is intended to leverage the ubiquitous signal coverage of our satellite infrastructure and low delivery costs with the two-way communication capability of a wireless Internetstreaming service to provide consumers seamless access to our content, including our live channels, SiriusXM On Demand programmingon demand service and even more personalized music services.  The wireless Internetstreaming connection included in 360L will enableenables enhanced search and recommendations functions, making discovery of our content in the vehicle easier than ever.easier.  360L will also allowallows consumers to manage aspects of their subscriptions directly through their vehicles’ equipment.equipment and provides us important data to better enable us to understand how our subscribers use our service and how we can more effectively market our service to consumers.

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

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

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

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

Our programming originates from studios in New York City and Washington D.C. and, to a lesser extent, from smaller studios in Los Angeles, Nashville and a variety of smaller venues across the country.  Our corporate headquarters is based in New York City.  Both our New York City and Washington D.C. offices house facilities for programming origination, programming personnel and facilities to transmit programming.

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

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

In 2017, Sirius XM purchased Automatic Labs Inc. ("Automatic"), a connected vehicle business providesdevice and mobile application company. Automatic offers a subscription service for consumers and auto dealers. By pairing Automatic's install-it-yourself adapter and mobile application, most vehicles model year 1996 or later can be transformed into connected vehicles. Using the Automatic service, drivers have access to important services, such as crash alerts, roadside assistance, vehicle location monitoring and sharing, vehicle health and performance monitoring, and recall notifications and service reminders. Auto dealers can also employ the Automatic service to, several automakers, including Acura, Audi, Fiat Chrysler, Honda, Hyundai, Jaguar Land Rover, Nissan, Subaruamong other things, assist in managing vehicle inventory, monitoring the status of vehicles and Toyota.delivering notifications and reminders to purchasers and lessees of vehicles. The Automatic adapter collects detailed information about each vehicle's geolocation, use, operation, performance and maintenance status in order to operate, maintain, and provide the features and functionality of the Automatic service.

We face significant competition for both listeners and advertisers in our satellite radio business, including from providers of radio orand other audio services.  Our digital competitors are making in-roads into vehicles, where we are currently the leading alternative to traditional AM/FM radio.

A number of providers compete with our traffic services.  In-dash navigation is threatened by smartphones that provide data services through a direct vehicle interface.  Most of these smartphones offer GPS mapping with sophisticated data-based turn-by-turn navigation.

Our connected vehicle services business operates in a highly competitive environment and competes with several providers, including Verizon Telematics.Telematics as well as products being developed by automakers for their vehicles.  OnStar, a division of General Motors, also offers connected vehicle services in GM vehicles.  We also compete with wireless devices such as mobile phones and, to a lesser extent, with systems developed internally by automakers.phones.  We compete against other connected vehicle service providers for automaker arrangements on the

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

In connection with our satellite radio music programming, we must negotiate and enter into royalty arrangements with two sets of rights holders:  Holdersholders of copyrights in musical works (that is, the music and lyrics) and holders of copyrights in sound recordings (that is, the actual recording of a work).

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

As of December 31, 2016,2018, we had 2,4022,699 full-time employees.  In addition, we rely upon a number of part-time employees, consultants, other advisors and outsourced relationships. None of our employees are represented by a labor union, and we believe that our employee relations are good.

Our executive offices are located at 1290 Avenue of the Americas, 11th floor, New York, New York 10104 and our telephone number is (212) 584-5100.  Our internet address is www.siriusxm.com. Our annual, quarterly and current reports, and any amendments to those reports, filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be accessed free of charge through our website after we have electronically filed or furnished such material with the SEC.  The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. Siriusxm.com (including any other reference to such address in this Annual Report) is an inactive textual reference only, meaning that the information contained on or accessible from the website is not part of this Annual Report on Form 10-K and is not incorporated in this report by reference. We may use our website as a distribution channel of material company information. Financial and other important information regarding us is routinely posted on and accessible through our website at https://www.siriusxm.com. In

Certain information regarding our executive officers as of January 31, 201728, 2019 is provided below:

We face substantial competition from other providers of radio and audio services.  Our ability to attract and retain subscribers depends on our success in creating and providing popular or unique music, entertainment, news and sports programming.  Our subscribers can obtain certain similar content for free through terrestrial radio stations, Internet radio services and Internet streaming services.  Audio content delivered via the Internet, including through mobile devices that are

Our ability to retain our subscribers, or increase the number of subscribers to our service, is uncertain and subject to many factors, including:

Our efforts to acquire subscribers purchasing or leasing used vehicles may attract subscribers of more limited economic means. For example, consumers purchasing or leasing used vehicles may be more price sensitive than consumers purchasing or leasing new vehicles, may convert from trial subscribers to self-paying subscribers at a lower rate, and email solicitations.  Consumer protection laws cover nearly all aspectsmay cancel their subscriptions more frequently than consumers purchasing or leasing new vehicles. Some of our marketing efforts includingmay also attract more price sensitive subscribers; and our efforts to increase the contentpenetration of our advertising, the terms of consumer offers and the manner in which we communicate with subscribers and prospective subscribers.  The nature of our business requires us to expend significant resources to try to ensure that our marketing activities comply with federal and state laws, rules and regulations relating to consumer protection, including laws relating to telemarketing activities and privacy.  There can

The nature of our business involves the receipt and storage of personal information about our subscribers including, in many cases, credit and debit card information.  If we fail to protect the security of personal information about our customers or if we experience a significant data security breach, we could be exposed to costly government enforcement actions and private litigation and our reputation could suffer.  In addition, our subscribers and potential customers could lose confidence in our

We are subject to many laws, including federal, state, local and foreign laws.  These laws and regulations cover issues such as user privacy, behavioral advertising, automatic renewal of agreements, pricing, fraud, electronic waste, mobile and electronic device communications, quality of products and services, taxation, advertising, intellectual property rights and information security.  The expansion of these laws, both in terms of their number and their applicability, could harm our business.  

The lives of our satellites vary depending on a number of factors, including:

We operate a complex and growing business.  We offer a wide variety of subscription packages at different price points.  Our business is dependent on the operation and availability of our information technology and communication systems and those of certain third party service providers.  Any degradation in the quality, or any failure, of our systems could reduce our revenues, cause us to lose customers and damage our brand.  Although we have implemented practices designed to maintain

The audio entertainment industry is characterized by rapid technological change, frequent product innovations, changes in customer requirements and expectations, evolving standards and evolving standards.new entrants offering products and services. If we are unable to keep pace with these changes, our business may not succeed. Products using new technologies or emerging industry standards, could make our technologies less competitive in the marketplace.

Our business depends, in part, on various third parties, including:

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

We regularly evaluate our plans and strategy. These evaluations often result in changes to our plans and strategy, some of which may be material. These changes in our plans or strategy may include: the acquisition or termination of unique or compelling programming; the introduction of new features or services; significant new or enhanced distribution arrangements; investments in infrastructure, such as satellites, equipment or radio spectrum; and investments in, and/or acquisitions of, other businesses, including acquisitions that are not directly related to our satellite radio business.

As of December 31, 2016,2018, we had an aggregate principal amount of approximately $5.9$6.9 billion of indebtedness outstanding, $390.0$439.0 million of which was outstanding under a $1.75 billion Senior Secured Revolving Credit Facility.

An earthquake, hurricane, tornado, flood, terrorist attack or other catastrophic event could damage our studios, terrestrial repeater networks or satellite uplink facilities, interrupt our service and harm our business.

As of December 31, 2016,2018, Liberty Media beneficially owned approximately 67%73% of Holdings’ common stock and has the ability to influence our affairs, policies and operations.  Two Liberty Media executives and one other member of the board of directors of Liberty Media are members of our board of directors.  Our board of directors currently has twelvethirteen members. Gregory B. Maffei, the President and Chief Executive Officer of Liberty Media, is the Chairman of Holdings’ board of directors.  Our board of directors is responsible for, among other things, the appointment of executive management, future issuances of common stock or other securities, the payment of dividends, if any, the incurrence of debt, and the approval of various transactions.  

We are a “controlled company” for the purposes of the NASDAQ Stock Market listing rules. As such, we have elected not to comply with certain NASDAQ corporate governance requirements. Although a majority of our board of directors consists of independent directors, we do not have a compensation committee and nominating and corporate governance committee that consist entirely of independent directors. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of NASDAQ.

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

Our board of directors declared our first quarterly dividend in October 2016. Although weWe currently pay a quarterly cash dividend to holders of our common stock, although we have no obligation to do so, and our dividend policy may change at any time without notice to our stockholders. The declaration and payment of dividends is at the discretion of our board of directors in accordance with applicable law after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs, limitations imposed by our indebtedness, legal requirements and other factors that our board of directors deems relevant.

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

None.

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

In the ordinary course of business, we are a defendant or party to various claims and lawsuits, including the followingthose discussed below.

Our common stock is traded on the NASDAQ Global Select Market under the symbol “SIRI.” The following table sets forth the high and low per share sales price for our common stock, as reported by NASDAQ, for the periods indicated below:

As of December 31, 2016,On January 29, 2019, our board of directors had approved an additional $2.0 billion for repurchase of our common stock. The new approval increases the amount of common stock that we have been authorized to repurchase to an aggregate of $10.0 billion of our common stock.$14.0 billion. Our board of directors did not establish an end date for this stock repurchase program.  Shares of common stock may be purchased from time to time on the open market, pursuant to pre-set trading plans meeting the requirements of Rule 10b5-1 under the Exchange Act, in privately negotiated transactions, including transactions with Liberty Media and its affiliates, or otherwise.  As of December 31, 2016,2018, our cumulative repurchases since December 2012 under our stock repurchase program totaled 2.22.7 billion shares for approximately $8.0$10.7 billion, and approximately $2.0$1.3 billion remained available under our existing $12.0 billion stock repurchase program.  The size and timing of our repurchases will be based on a number of factors, including price and business and market conditions.

The operating and balance sheet data included in the following selected financial data for 2016 and 2015 havehas been derived from our audited consolidated financial statements.  Historical operating and balance sheet data included within the following selected financial data from 2012 through 2014 is derived from the audited Consolidated Financial Statements of Sirius XM and Holdings.  This selected financial data should be read in conjunction with the audited Consolidated Financial Statements and related notes thereto included in Item 8 of this Annual Report on Form 10-K and “Management's Discussion and Analysis of Financial Condition and Results of Operations” included in Item 7 of this Annual Report on Form 10-K.

We transmit music, sports, entertainment, comedy, talk, news, traffic and weather channels, as well as infotainment services, in the United States on a subscription fee basis through our two proprietary satellite radio systems.  Subscribers can also receivesystems, and a larger set of music and other channels plus features such as SiriusXM On Demandthrough our streaming service. Our streaming service is available online and MySXM, over our Internet radio service, including through applications for mobile devices, home devices and other consumer electronic equipment.  We are also a leader in providingprovide connected vehicle services.  Our connected vehicle services are designed to enhance the safety, security and driving experience for vehicle operators while providing marketing and operational benefits to automakers and their dealers.  

Set forth below are our results of operations for the year ended December 31, 20162018 compared with the year ended December 31, 20152017 and the year ended December 31, 20152017 compared with the year ended December 31, 2014.2016.

In this section, we present certain financial performance measures thatsome of which are not calculated and presented in accordance with generally accepted accounting principles in the United States (“Non-GAAP”), which include free cash flow and adjusted EBITDA. We also present certain operating performance measures, which include average monthly revenue per subscriber, or ARPU; customer service and billing expenses, per average subscriber; and subscriber acquisition cost, or SAC, per installation. Our Adjustedadjusted EBITDA excludes the impact of share-based payment expense and certain purchase price accounting adjustments related to the merger of Sirius and XM (the “Merger”"XM Merger").  Additionally, when applicable, our adjusted EBITDA and free cash flow metrics excludemetric excludes the effect of significant items that do not relate to the on-going performance of our business.  We use these Non-GAAP financial and operating performance measures to manage our business, to set operational goals and as a basis for determining performance-based compensation for our employees. See the accompanying glossary on pages 3841 through 4045 for more details and for the reconciliation to the most directly comparable GAAP measure (where applicable).

The following table presents a summary of our cash flow activity for the periods set forth below:

Cash flows used in investing activities in the years ended December 31, 2018 and 2017 were primarily due to additional spending to construct replacement satellites, improve our terrestrial repeater network, for capitalized software and hardware, deferred compensation and invest in other equity investees. We spent $166,632 and $139,937 on capitalized software and hardware as well as $132,317 and $99,980 to construct replacement satellites during the years ended December 31, 2018 and 2017, respectively. In addition, cash flows used in investing activities in the year ended December 31, 2017 were primarily due to our investment in Pandora of $480,000, loans to related parties of $132,465, payments to acquire additional ownership in related parties (inclusive of transaction costs) of $132,205 and the acquisition of Automatic for $107,273 (net of cash and restricted cash acquired). In 2016, our cash flows used in investing activities were primarily due to additional spending of $43,300 to construct replacement satellites, improve our terrestrial repeater network and for capitalized software.  In 2015, our cash flows used in investing activities also included an increase to our letters of credit issued for the benefit of lessors of certain of our office space. In 2014, our cash flows used in investing activities were primarily due to additional spending to improve our terrestrial repeater network and for capitalized software, partially offset by a special one-time dividend received from our investment in Sirius XM Canada of $24,178. We expect to continue to incur significant costs to construct replacement satellites.

Cash flows used in financing activities consists of the issuance and repayment of long-term debt, the purchase of common stock under our share repurchase program, and the payment of a cash dividend.dividends and taxes paid in lieu of shares issued for stock-based compensation.  Proceeds from long-term debt related party debt and equity issuances have been used to fund our operations, construct and launch new satellites, and invest in other infrastructure improvements.improvements and purchase shares of our common stock.

Based upon our current business plans, we expect to fund operating expenses, capital expenditures, including the construction of replacement satellites, working capital requirements, legal settlements, interest payments, taxes and scheduled maturities of our debt with existing cash, cash flow from operations and borrowings under our Credit Facility.  As of December 31, 2016, $1,360,0002018, $1,311,000 was available for future borrowing under our Credit Facility.  We believe that we have sufficient cash and cash equivalents, as well as debt capacity, to cover our estimated short-term and long-term funding needs, including amounts to construct, launch and insure replacement satellites, as well as fund stock repurchases, future dividend payments and strategic opportunities.

As of December 31, 2016,2018, our board of directors had approvedauthorized for repurchase an aggregate of $10,000,000$12,000,000 of our common stock.  As of December 31, 2016,2018, our cumulative repurchases since December 2012 under our stock repurchase program totaled 2,203,6082,683,109 shares for $7,973,837,$10,674,252, and $2,026,163$1,325,748 remained available for additional repurchases under our existing stock repurchase program. 

The indentures governing Sirius XM's senior notes and the agreement governing the Credit Facility include restrictive covenants.  As of December 31, 2016,2018, we were in compliance with such covenants.  For a discussion of our “Debt Covenants,” refer to Note 1112 to our consolidated financial statements in Part II, Item 8, of this Annual Report on Form 10-K.

We do not have any significant off-balance sheet arrangements other than those disclosed in Note 1415 to our consolidated financial statements in Part II, Item 8, of this Annual Report on Form 10-K that are reasonably likely to have a material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

For a discussion of our “Contractual Cash Commitments,” refer to Note 1415 to our consolidated financial statements in Part II, Item 8, of this Annual Report on Form 10-K.

For a discussion of “Related Party Transactions,” refer to Note 1011 to our consolidated financial statements in Part II, Item 8, of this Annual Report on Form 10-K.