SIRI SiriusXM Holdings Inc

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(in millions)			June 30, 2024						December 31, 2023						June 30, 2023						December 31, 2022
Cash and cash equivalents			$	100					$	216					$	51					$	57
Restricted cash included in Other long-term assets			8						8						8						8
Total cash, cash equivalents and restricted cash at end of period			$	108					$	224					$	59					$	65

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This Quarterly Report on Form 10-Q presents information for Sirius XM Holdings Inc. and its subsidiaries (collectively “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 Holdings Inc. and its subsidiaries. “Sirius XM” refers to our wholly owned subsidiary Sirius XM Radio Inc. and its subsidiaries. “Pandora” refers to Sirius XM's wholly owned subsidiary Pandora Media, LLC and its subsidiaries. Holdings has no operations independent of Sirius XM and Pandora.

Business

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

SiriusXM

Our SiriusXM 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 fee basis. SiriusXM packages include live, curated and certain exclusive and on demand programming. The SiriusXM service is distributed through our two proprietary satellite radio systems and streamed via applications for mobile devices, home devices and other consumer electronic equipment. Satellite radios are primarily distributed through automakers, retailers and our website. Our Sirius XM service is also available through our in-car user interface, which we call “360L,” that combines our satellite and streaming services into a single, cohesive in-vehicle entertainment experience.

The primary source of revenue from our SiriusXM business is subscription fees, with most of our customers subscribing to monthly or annual plans.  We also derive revenue from advertising on select non-music channels, which is sold under the SiriusXM Media brand, direct sales of our satellite radios and accessories, and other ancillary services.  As of June 30, 2024, our SiriusXM business had approximately 33.3 million subscribers.

In addition to our audio entertainment businesses, we provide connected vehicle services to several automakers. These services are designed to enhance the safety, security and driving experience of consumers. We also offer a suite of data services that includes graphical weather and fuel prices, a traffic information service, and real-time weather services in boats and airplanes.

SiriusXM also holds a 70% equity interest and 33% voting interest in Sirius XM Canada Holdings Inc. (“Sirius XM Canada”). Sirius XM Canada's subscribers are not included in our subscriber count or subscriber-based operating metrics.

Pandora and Off-platform

Our Pandora and Off-platform business operates a music, comedy and podcast streaming discovery platform, offering a personalized experience for each listener wherever and whenever they want to listen, whether through mobile devices, vehicle speakers or connected devices.  Pandora enables listeners to create personalized stations and playlists, discover new content, hear artist- and expert-curated playlists, 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 June 30, 2024, Pandora had approximately 6.0 million subscribers.

The majority of revenue from Pandora is generated from advertising on our Pandora ad-supported radio service which is sold under the SiriusXM Media brand. We also derive subscription revenue from our Pandora Plus and Pandora Premium subscribers.

We also sell advertising on other audio platforms and in widely distributed podcasts, which we consider to be off-platform services. We have an arrangement with SoundCloud Holdings, LLC (“SoundCloud”) to be its exclusive ad sales representative in the US and certain European countries and offer advertisers the ability to execute campaigns across the Pandora and SoundCloud platforms. We also have arrangements to serve as the ad sales representative for certain podcasts. In addition, through AdsWizz Inc., we provide a comprehensive digital audio and programmatic advertising technology platform,

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which connects audio publishers and advertisers with a variety of ad insertion, campaign trafficking, yield optimization, programmatic buying, marketplace and podcast monetization solutions.

Liberty Media

As of June 30, 2024, Liberty Media Corporation (“Liberty Media”) beneficially owned, directly and indirectly, 83.3% of the outstanding shares of our common stock.  As a result, we are a “controlled company” for the purposes of the NASDAQ corporate governance requirements. Refer to Note 10 for more information regarding related parties.

Basis of Presentation

The accompanying unaudited consolidated financial statements of Holdings have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All significant intercompany transactions have been eliminated in consolidation. Certain numbers in our prior period unaudited consolidated financial statements and footnotes have been reclassified or consolidated to conform to our current period presentation.

In the opinion of our management, all normal recurring adjustments necessary for a fair presentation of our unaudited consolidated financial statements as of June 30, 2024 and for the three and six months ended June 30, 2024 and 2023 have been made.

Interim results are not necessarily indicative of the results that may be expected for a full year. This Quarterly Report on Form 10-Q should be read together with our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 1, 2024.

Public companies are required to disclose certain information about their reportable operating segments.  Operating segments are defined as significant components of an enterprise for which separate financial information is available and is evaluated on a regular basis by the chief operating decision maker in deciding how to allocate resources to an individual segment and in assessing performance of the segment. We have determined that we have two reportable segments as our chief operating decision maker, our Chief Executive Officer, assesses performance and allocates resources based on the financial results of these segments. Refer to Note 16 for information related to our segments.

We have evaluated events subsequent to the balance sheet date and prior to the filing of this Quarterly Report on Form 10-Q for the three and six months ended June 30, 2024 and have determined that no events have occurred that would require adjustment to our unaudited consolidated financial statements.  For a discussion of subsequent events that do not require adjustment to our unaudited consolidated financial statements refer to Note 17.

As previously disclosed, we identified an error in our previously issued unaudited consolidated financial statements related to the presentation of cash flows associated with borrowings and repayments related to our Senior Secured Credit Facility. We have corrected this error in the accompanying unaudited consolidated statements of cash flows for the six months ended June 30, 2023 to present on a gross basis the borrowings from the revolving credit facility of $1,117 and repayments of the revolving credit facility of $974. The corrections had no impact to the total net cash used in financing activities in the period. We evaluated the materiality of this error both qualitatively and quantitatively and have concluded that this error is immaterial to the impacted period.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes.  Estimates, by their nature, are based on judgment and available information.  Actual results could differ materially from those estimates.  Significant estimates inherent in the preparation of the accompanying unaudited consolidated financial statements include asset impairment, depreciable lives of our satellites, share-based payment expense and income taxes.

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Recent Accounting Pronouncements

Accounting Standard Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, which requires more detailed income tax disclosures. The guidance requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We are evaluating the disclosure requirements related to the new standard.

Accounting Standard Update 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). In November 2023, the FASB issued ASU 2023-07, which is intended to improve reportable segment disclosure requirements, primarily through additional disclosures about significant segment expenses. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. We are evaluating the disclosure requirements related to the new standard.

Recently Adopted Accounting Policies

In March 2023, the FASB issued ASU 2023-02, Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method, which expands the population of investments for which an investor may elect to apply the proportional amortization method. Under this ASU, an investor in a tax equity investment may elect the proportional amortization method for qualifying investments on a tax credit program-by-program basis. This ASU became effective in the first quarter of 2024. We adopted ASU 2023-02 as of January 1, 2024 using the modified retrospective approach.

Adoption of the new standard resulted in the recording of additional Equity method investments, Related party current liabilities, Other Long-term liabilities, Deferred tax liabilities and a cumulative effect adjustment to opening accumulated deficit. The effects of the changes made to our unaudited consolidated balance sheet as of January 1, 2024 for the adoption of ASU 2023-02 are included in the table below.

			Balance at December 31, 2023						Adjustments Due to ASU 2023-02						Balance at January 1, 2024
Balance Sheet
Equity method investments			$	526					$	122					$	648
Related party current liabilities			$	8					$	15					$	23
Other long-term liabilities			$	134					$	109					$	243
Deferred tax liabilities			$	509					$	(5)					$	504
Accumulated deficit			$	(2,572)					$	3					$	(2,569)

Fair Value Measurements

For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are based on unadjusted quoted prices in active markets for identical instruments. Level 2 inputs are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. As of June 30, 2024 and December 31, 2023, the carrying amounts of cash and cash equivalents, receivables and accounts payable approximated fair value due to the short-term nature of these instruments.

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Our liabilities measured at fair value were as follows:

			June 30, 2024																								December 31, 2023
			Level 1						Level 2						Level 3						Total Fair Value						Level 1						Level 2						Level 3						Total Fair Value
Liabilities:
Debt (a)			—						$	8,193					—						$	8,193					—						$	8,523					—						$	8,523

(a)The fair value for non-publicly traded debt is based upon estimates from a market maker and brokerage firm.  Refer to Note 11 for information related to the carrying value of our debt as of June 30, 2024 and December 31, 2023.

During the three and six months ended June 30, 2024, restructuring costs were $3 and $15, respectively. During the six months ended June 30, 2024, we realigned our business to focus on strategic priorities, reducing the size of our workforce, and recorded a charge of $15 primarily related to severance and other related costs. The restructuring charges were recorded to Impairment, restructuring and acquisition costs in our unaudited consolidated statements of comprehensive income.

During the three and six months ended June 30, 2023, restructuring costs were $5 and $35, respectively. During the six months ended June 30, 2023, we initiated measures to pursue greater efficiency and to realign our business and focus on strategic priorities. As part of these measures, we reduced the size of our workforce by approximately 475 roles, or 8%. We recorded a charge of $28 primarily related to severance and other related costs. In addition, we vacated one of our leased locations and recorded an impairment of $5 to reduce the carrying value of the related right of use asset to its estimated fair value. Additionally, we accrued expenses of $2 for which we will not recognize any future economic benefits. The restructuring and related impairment charges were recorded to Impairment, restructuring and acquisition costs in our unaudited consolidated statements of comprehensive income.

Basic net income per common share is calculated by dividing the income available to common stockholders by the weighted average common shares outstanding during each reporting period.  Diluted net income per common share adjusts the weighted average number of common shares outstanding for the potential dilution that could occur if common stock equivalents (stock options, restricted stock units and convertible debt) were exercised or converted into common stock, calculated using the treasury stock method. We had no participating securities during the three and six months ended June 30, 2024 and 2023.

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Common stock equivalents of 207 and 175 for the three months ended June 30, 2024 and 2023, respectively, and 185 and 162 for the six months ended June 30, 2024 and 2023, respectively, were excluded from the calculation of diluted net income per common share as the effect would have been anti-dilutive.

			For the Three Months Ended June 30,												For the Six Months Ended June 30,
			2024						2023						2024						2023
Numerator:
Net Income available to common stockholders for basic net income per common share			$	316					$	310					$	582					$	543
Effect of interest on assumed conversions of convertible notes, net of tax			—						—						—						1
Net Income available to common stockholders for dilutive net income per common share			$	316					$	310					$	582					$	544
Denominator:
Weighted average common shares outstanding for basic net income per common share			3,848						3,861						3,846						3,875
Weighted average impact of assumed convertible notes			—						3						—						3
Weighted average impact of dilutive equity instruments			7						9						12						14
Weighted average shares for diluted net income per common share			3,855						3,873						3,858						3,892
Net income per common share:
Basic			$	0.08					$	0.08					$	0.15					$	0.14
Diluted			$	0.08					$	0.08					$	0.15					$	0.14

Receivables, net, includes customer accounts receivable, receivables from distributors and other receivables. We do not have any customer receivables that individually represent more than ten percent of our receivables.

Customer accounts receivable, net, includes receivables from our subscribers and advertising customers, including advertising agencies and other customers, and is stated at amounts due, net of an allowance for doubtful accounts. Our allowance for doubtful accounts is based upon our assessment of various factors.  We consider historical experience, the age of the receivable balances, current economic conditions, industry experience and other factors that may affect the counterparty’s ability to pay.  Bad debt expense is included in Customer service and billing expense in our unaudited consolidated statements of comprehensive income.

Receivables from distributors primarily include billed and unbilled amounts due from automakers for services included in the sale or lease price of vehicles, as well as billed amounts due from wholesale distributors of our satellite radios.  Other receivables primarily include amounts due from manufacturers of our radios, modules and chipsets where we are entitled to subsidies and royalties based on the number of units produced.  We have not established an allowance for doubtful accounts for our receivables from distributors or other receivables as we have historically not experienced any significant collection issues with automakers or other third parties and do not expect issues in the foreseeable future.

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Receivables, net, consists of the following:

			June 30, 2024						December 31, 2023
Gross customer accounts receivable			$	562					$	631
Allowance for doubtful accounts			(9)						(15)
Customer accounts receivable, net			$	553					$	616
Receivables from distributors			57						56
Other receivables			34						37
Total receivables, net			$	644					$	709

Goodwill represents the excess of the purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired in business combinations. Our annual impairment assessment of our two reporting units is performed as of the fourth quarter of each year, and an assessment is performed at other times if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. ASC 350, Intangibles - Goodwill and Other, states that an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Our Sirius XM reporting unit, which has an allocated goodwill balance of $2,290, had a negative carrying amount as of June 30, 2024.

As of June 30, 2024, there were no indicators of impairment, and no impairment losses were recorded for goodwill during the three and six months ended June 30, 2024 and 2023. As of June 30, 2024, the cumulative balance of goodwill impairments recorded was $5,722, of which $4,766 was recognized during the year ended December 31, 2008 and is included in the carrying amount of the goodwill allocated to our Sirius XM reporting unit and $956 was recognized during the year ended December 31, 2020 and is included in the carrying amount of the goodwill allocated to our Pandora and Off-platform reporting unit.

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Our intangible assets include the following:

									June 30, 2024																		December 31, 2023
			Weighted Average Useful Lives						Gross Carrying Value						Accumulated Amortization						Net  Carrying Value						Gross Carrying Value						Accumulated Amortization						Net  Carrying Value
Indefinite life intangible assets:
FCC licenses			Indefinite						$	2,084					$	—					$	2,084					$	2,084					$	—					$	2,084
Trademarks			Indefinite						250						—						250						250						—						250
Definite life intangible assets:
OEM relationships			15 years						220						(156)						64						220						(149)						71
Licensing agreements			12 years						3						(3)						—						3						(3)						—
Software and technology			7 years						28						(23)						5						28						(22)						6
Due to Acquisitions recorded to Pandora and Off-platform Reporting Unit:
Indefinite life intangible assets:
Trademarks			Indefinite						312						—						312						312						—						312
Definite life intangible assets:
Customer relationships			8 years						442						(305)						137						442						(279)						163
Software and technology			5 years						391						(379)						12						391						(372)						19
Total intangible assets									$	3,730					$	(866)					$	2,864					$	3,730					$	(825)					$	2,905

Indefinite Life Intangible Assets

We have identified our FCC licenses and XM and Pandora trademarks as indefinite life intangible assets after considering the expected use of the assets, the regulatory and economic environment within which they are used and the effects of obsolescence on their use.

We hold FCC licenses to operate our satellite digital audio radio service and provide ancillary services. Each of the FCC licenses authorizes us to use radio spectrum, a reusable resource that does not deplete or exhaust over time.

Our annual impairment assessment of our identifiable indefinite lived intangible assets is performed as of the fourth quarter of each year. An assessment is performed at other times if an event occurs or circumstances change that would more likely than not reduce the fair value of the asset below its carrying value. If the carrying value of the intangible assets exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. As of June 30, 2024, there were no indicators of impairment, and no impairment loss was recognized for intangible assets with indefinite lives during the three and six months ended June 30, 2024 and 2023.

Definite Life Intangible Assets

Amortization expense for all definite life intangible assets was $18 and $36 for the three months ended June 30, 2024 and 2023, respectively, and $42 and $73 for the six months ended June 30, 2024 and 2023, respectively. There were no retirements or impairments of definite lived intangible assets during the three and six months ended June 30, 2024 and 2023.

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The expected amortization expense for each of the fiscal years 2024 through 2028 and for periods thereafter is as follows:

Years ending December 31,						Amount
2024 (remaining)						$	36
2025						71
2026						71
2027						25
2028						15
Thereafter						—
Total definite life intangible assets, net						$	218

Property and equipment, net, consists of the following:

			June 30, 2024						December 31, 2023
Satellite system			$	1,598					$	1,598
Terrestrial repeater network			117						117
Leasehold improvements			112						106
Broadcast studio equipment			157						146
Capitalized software and hardware			2,175						2,178
Satellite telemetry, tracking and control facilities			86						84
Furniture, fixtures, equipment and other			109						110
Land			32						32
Building			75						74
Construction in progress			867						538
Total property and equipment			5,328						4,983
Accumulated depreciation			(3,454)						(3,229)
Property and equipment, net			$	1,874					$	1,754

Construction in progress consists of the following:

			June 30, 2024						December 31, 2023
Satellite system			$	613					$	490
Terrestrial repeater network			9						7
Capitalized software and hardware			227						17
Other			18						24
Construction in progress			$	867					$	538

Depreciation and amortization expense on property and equipment was $115 and $103 for the three months ended June 30, 2024 and 2023, respectively, and $231 and $202 for the six months ended June 30, 2024 and 2023, respectively. During the three and six months ended June 30, 2024, we retired property and equipment of less than $1 and $7, respectively, and during the six months ended June 30, 2024, we recorded related impairment charges of $1, primarily related to terminated software projects. There were no impairment charges recorded during the three months ended June 30, 2024. During the three and six months ended June 30, 2023, we retired property and equipment of $16 and $269, respectively, and recorded related impairment charges of $10 and $13, respectively, primarily related to terminated software projects.

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We capitalize a portion of the interest on funds borrowed to finance the construction and launch of our satellites. Capitalized interest is recorded as part of the asset’s cost and depreciated over the satellite’s useful life. Capitalized interest costs were $6 and $4 for the three months ended June 30, 2024 and 2023, respectively, and $12 and $6 for the six months ended June 30, 2024 and 2023, respectively, which related to the construction of our SXM-9, SXM-10, SXM-11 and SXM-12 satellites. We also capitalize a portion of share-based compensation related to employee time for capitalized software projects. Capitalized share-based compensation costs were $6 and $3 for the three months ended June 30, 2024 and 2023, respectively, and $11 and $7 for the six months ended June 30, 2024 and 2023, respectively.

Satellites

As of June 30, 2024, we operated a fleet of five satellites.  Each satellite requires an FCC license, and prior to the expiration of each license, we are required to apply for a renewal of the FCC satellite license.  The renewal and extension of our licenses is reasonably certain at minimal cost, which is expensed as incurred. The chart below provides certain information on our satellites as of June 30, 2024:

Satellite Description						Year Delivered						Estimated End of Depreciable Life						FCC License Expiration Year
SIRIUS FM-5						2009						2024						2025
SIRIUS FM-6						2013						2028						2030
XM-3						2005						2020						2026
XM-5						2010						2025						2026
SXM-8						2021						2036						2029

We have operating and finance leases for offices, terrestrial repeaters, data centers and certain equipment. Our leases have remaining lease terms of less than 1 year to 19 years, some of which may include options to extend the leases for up to 5 years, and some of which may include options to terminate the leases within 1 year. We elected the practical expedient to account for the lease and non-lease components as a single component. Additionally, we elected the practical expedient to not recognize right-of-use assets or lease liabilities for short-term leases, which are those leases with a term of twelve months or less at the lease commencement date.

The components of lease expense were as follows:

			For the Three Months Ended June 30,												For the Six Months Ended June 30,
			2024						2023						2024						2023
Operating lease cost			$	16					$	11					$	31					$	32
Finance lease cost			2						1						3						1
Sublease income			(1)						(1)						(2)						(2)
Total lease cost			$	17					$	11					$	32					$	31

During the six months ended June 30, 2023, we ceased using one of our leased locations and recorded an impairment charge of $5 to write down the carrying value of the right-of-use asset to its estimated fair value. Refer to Note 3 for additional information.

In the normal course of business, we enter into transactions with related parties such as Sirius XM Canada, SoundCloud and our tax equity investments.

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Liberty Media

As of June 30, 2024, Liberty Media beneficially owned, directly and indirectly, 83.3% of the outstanding shares of our common stock. Liberty Media has three of its executives and one of its directors on our board of directors.  Gregory B. Maffei, the President and Chief Executive Officer of Liberty Media, is the Chairman of our board of directors.

On February 1, 2021, Holdings entered into a tax sharing agreement with Liberty Media governing the allocation of consolidated U.S. income tax liabilities and setting forth agreements with respect to other tax matters. The tax sharing agreement was negotiated and approved by a special committee of Holdings’ board of directors, all of whom are independent of Liberty Media. Refer to Note 15 for more information regarding the tax sharing agreement.

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. John C. 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 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.

On June 16, 2024, Holdings entered into amendments (the “Amendments”) to (i) the Reorganization Agreement and the Merger Agreement. The Amendments, among other things, ratably adjust the exchange ratios in each of the Reorganization Agreement and the Merger Agreement in connection with the Transactions to reduce the total number of outstanding shares of New Sirius common stock, par value $0.001 per share (“New Sirius Common Stock”), following the consummation of the Transactions. The revised exchange ratio in the Reorganization Agreement reduces by 90% the number of shares of New Sirius Common Stock that otherwise would have been issued to holders of Liberty SiriusXM Common Stock (as defined below). As a result of the revised exchange ratio under the Merger Agreement, each existing holder of SiriusXM common stock, par value $0.001 per share (“SiriusXM Common Stock”), will receive 1 share in New Sirius for every 10 shares of SiriusXM Common Stock it holds as of immediately prior to the consummation of the Transactions, with cash paid in lieu of fractional shares.

These changes to the exchange ratios affect SiriusXM stockholders and holders of shares of LSXMA, LSXMB and LSXMK uniformly and will not alter any such stockholder’s percentage interest in the outstanding shares of New Sirius

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Common Stock as of immediately following the consummation of the Transactions, except to the extent that it results in some stockholders receiving cash in lieu of owning a fractional share of New Sirius Common Stock as described above.

In addition, in order to facilitate the Transactions, Sirius XM Radio Inc., a Delaware corporation, intends to convert under Delaware state law to a Delaware limited liability company prior to the closing of the Transaction.

The Amendments were approved by Liberty’s Board of Directors, the SiriusXM Special Committee and SiriusXM’s Board of Directors. Liberty’s Board of Directors has recommended that holders of shares of LSXMA and LSXMB vote in favor of the Split-Off, as it has been amended. Additionally, in connection with the execution of the Amendments, Liberty Radio, LLC, a wholly owned subsidiary of Liberty Media that holds a majority of the outstanding shares of SiriusXM common stock, in its capacity as stockholder of SiriusXM, delivered to SiriusXM a written consent pursuant to Section 228 of the General Corporation Law of the State of Delaware, approving and adopting the Amendments. As a result, no meeting of the stockholders of SiriusXM will be held in connection with the Amendments.

Assuming satisfaction of all conditions to closing, the Transactions are expected to be completed after the close of business on Monday, September 9, 2024.

During the three and six months ended June 30, 2024, we recognized costs associated with the Transactions of $14 and $29, respectively, which were recorded to Impairment, restructuring and acquisition costs in our unaudited consolidated statements of comprehensive income.

Sirius XM Canada

Sirius XM holds a 70% equity interest and 33% voting interest in Sirius XM Canada, a privately held corporation. We own 591 shares of preferred stock of Sirius XM Canada, which has a liquidation preference of one Canadian dollar per share.

Sirius XM Canada is accounted for as an equity method investment, and its results are not consolidated in our unaudited consolidated financial statements. Sirius XM Canada does not meet the requirements for consolidation as we do not have the ability to direct the most significant activities that impact Sirius XM Canada's economic performance.

On March 15, 2022, Sirius XM and Sirius XM Canada entered into an amended and restated services and distribution agreement. 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.

Our Equity method investments as of June 30, 2024 and December 31, 2023 included the carrying value of our investment balance in Sirius XM Canada of $416 and $423, respectively, and, as of each of June 30, 2024 and December 31, 2023, also included $8 for the long-term value of the outstanding loan to Sirius XM Canada.

Sirius XM Canada paid gross dividends to us of less than $1 during each of the three and six months ended June 30, 2024 and 2023. Dividends are first recorded as a reduction to our investment balance in Sirius XM Canada to the extent a balance exists and then as Other (expense) income for any remaining portion.

We recorded revenue from Sirius XM Canada as Other revenue in our unaudited consolidated statements of comprehensive income of $23 and $26 during the three months ended June 30, 2024 and 2023, respectively, and $47 and $51 during the six months ended June 30, 2024 and 2023, respectively.

SoundCloud

We have an investment in SoundCloud which is accounted for as an equity method investment and recorded in Equity method investments in our unaudited consolidated balance sheets. Sirius XM has appointed two individuals to serve on SoundCloud's ten-member board of managers. Sirius XM's share of SoundCloud's loss was $2 and $1 for the three months ended June 30, 2024 and 2023, respectively, and $2 for each of the six months ended June 30, 2024 and 2023, which was recorded in Other (expense) income in our unaudited consolidated statements of comprehensive income.

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In addition to our investment in SoundCloud, Pandora has an agreement with SoundCloud to be its exclusive ad sales representative in the US and certain European countries. Through this arrangement, Pandora offers advertisers the ability to execute campaigns across the Pandora and SoundCloud platforms. We recorded revenue share expense related to this agreement of $15 and $14 for the three months ended June 30, 2024 and 2023, respectively, and $30 and $25 for the six months ended June 30, 2024 and 2023, respectively. We also had related party liabilities of $21 and $20 as of June 30, 2024 and December 31, 2023, respectively, related to this agreement.

Tax equity investments

Sirius XM has entered into certain tax-effective clean energy technology investments. We invested $23 and $2 during the three months ended June 30, 2024 and 2023, respectively, and $210 and $31 during the six months ended June 30, 2024 and 2023, respectively, in these clean energy projects. As of January 1, 2024, we adopted ASU 2023-02 using the modified retrospective approach and have accounted for these investments using the proportional amortization method. The unamortized investment balance as of June 30, 2024 was $937 and was recorded to Equity method investments in our unaudited consolidated balance sheets. Under the proportional amortization method, the investment balance will be amortized over the term of the investments based on the current period income tax benefits as a proportion to the total expected income tax benefits. We also recorded liabilities of $767 related to future contractual payments and contingent payments which we determined to be probable, of which $87 is recorded in Related party current liabilities and the balance is recorded in Other long-term liabilities in our unaudited consolidated balance sheets.

Our debt as of June 30, 2024 and December 31, 2023 consisted of the following:

Principal Amount at

Carrying value(a) at

Issuer / Borrower

Issued

Debt

Maturity Date

Interest Payable

June 30, 2024

June 30, 2024

December 31, 2023

Sirius XM (b) (d)

April 2022

Incremental Term Loan

April 11, 2024

variable fee paid monthly

—

—

500

Sirius XM (b)

August 2021

3.125% Senior Notes

September 1, 2026

semi-annually on March 1 and September 1

1,000

995

994

Sirius XM (b)

July 2017

5.00% Senior Notes

August 1, 2027

semi-annually on February 1 and August 1

1,500

1,495

1,494

Sirius XM (b)

June 2021

4.00% Senior Notes

July 15, 2028

semi-annually on January 15 and July 15

2,000

1,986

1,985

Sirius XM (b)

June 2019

5.500% Senior Notes

July 1, 2029

semi-annually on January 1 and July 1

1,250

1,242

1,241

Sirius XM (b)

June 2020

4.125% Senior Notes

July 1, 2030

semi-annually on January 1 and July 1

1,500

1,489

1,488

Sirius XM (b)

August 2021

3.875% Senior Notes

September 1, 2031

semi-annually on March 1 and September 1

1,500

1,487

1,487

Sirius XM (c) (e)

December 2012

Senior Secured Revolving Credit Facility (the "Credit Facility")

August 31, 2026

variable fee paid quarterly

350

350

—

Sirius XM

Various

Finance leases

Various

n/a

n/a

13

15

Total Debt

9,057

9,204

Less: total current maturities

5

505

Less: total deferred financing costs

8

9

Total long-term debt

$

9,044

$

8,690

(a)The carrying value of the obligations is net of any remaining unamortized original issue discount.

(b)All material domestic subsidiaries, including Pandora and its subsidiaries, that guarantee the Credit Facility have guaranteed the Incremental Term Loan and these notes.

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(c)In August 2021, Sirius XM entered into an amendment to extend the maturity of the $1,750 Credit Facility to August 31, 2026. Sirius XM's obligations under the Credit Facility are guaranteed by its material domestic subsidiaries, including Pandora and its subsidiaries, and are secured by a lien on substantially all of Sirius XM's assets and the assets of its material domestic subsidiaries.  Sirius XM's borrowings are based on the Secured Overnight Financing Rate (“SOFR”) plus an applicable rate based on its debt to operating cash flow ratio. Sirius XM is also required to pay a variable fee on the average daily unused portion of the Credit Facility which is payable on a quarterly basis.  The variable rate for the unused portion of the Credit Facility was 0.25% per annum as of June 30, 2024.  All of Sirius XM's outstanding borrowings under the Credit Facility are classified as Long-term debt within our unaudited consolidated balance sheets due to the long-term maturity of this debt.

(d)In April 2022, Sirius XM entered into an amendment to the Credit Facility to incorporate an Incremental Term Loan borrowing of $500. Interest on the Incremental Term Loan borrowing was based on SOFR plus an applicable rate. On April 11, 2024, the Incremental Term Loan matured and was retired with cash for 100% of the principal amount plus accrued and unpaid interest to the date of maturity.

(e)On January 26, 2024, Sirius XM entered into an amendment to the Credit Facility to, among other things, incorporate a $1,100 delayed draw incremental term loan. Subject to the conditions described in the amendment, the delayed draw incremental term loan shall be available to be drawn by Sirius XM in up to three separate drawings until December 31, 2024. If drawn, interest on the delayed draw incremental term loan is based on SOFR plus an applicable rate.

Covenants and Restrictions

Under the Credit Facility, Sirius XM, our wholly owned subsidiary, must comply with a debt maintenance covenant that it cannot exceed a total leverage ratio, calculated as consolidated total debt to consolidated operating cash flow, of 5.0 to 1.0.  The Credit Facility generally requires compliance with certain covenants that restrict Sirius XM's ability to, among other things, (i) incur additional indebtedness, (ii) incur liens, (iii) pay dividends or make certain other restricted payments, investments or acquisitions, (iv) enter into certain transactions with affiliates, (v) merge or consolidate with another person, (vi) sell, assign, lease or otherwise dispose of all or substantially all of Sirius XM's assets, and (vii) make voluntary prepayments of certain debt, in each case subject to exceptions.

The indentures governing Sirius XM's notes restrict Sirius XM's non-guarantor subsidiaries' ability to create, assume, incur or guarantee additional indebtedness without such non-guarantor subsidiary guaranteeing each such series of notes on a pari passu basis.  The indentures governing the notes also contain covenants that, among other things, limit Sirius XM's ability and the ability of its subsidiaries to create certain liens; enter into sale/leaseback transactions; and merge or consolidate.

Under Sirius XM's debt agreements, the following generally constitute an event of default: (i) a default in the payment of interest; (ii) a default in the payment of principal; (iii) failure to comply with covenants; (iv) failure to pay other indebtedness after final maturity or acceleration of other indebtedness exceeding a specified amount; (v) certain events of bankruptcy; (vi) a judgment for payment of money exceeding a specified aggregate amount; and (vii) voidance of subsidiary guarantees, subject to grace periods where applicable.  If an event of default occurs and is continuing, our debt could become immediately due and payable.

Common Stock, par value $0.001 per share

We are authorized to issue up to 9,000 shares of common stock. There were 3,851 and 3,843 shares of common stock issued and outstanding on June 30, 2024 and December 31, 2023, respectively.

As of June 30, 2024, there were 228 shares of common stock reserved for issuance in connection with outstanding stock-based awards to members of our board of directors, employees and third parties.

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Quarterly Dividends

During the six months ended June 30, 2024, our board of directors declared and paid the following dividends:

Declaration Date						Dividend Per Share						Record Date						Total Amount						Payment Date
January 24, 2024						$	0.0266					February 9, 2024						$	102					February 23, 2024
April 24, 2024						$	0.0266					May 10, 2024						$	103					May 29, 2024

Stock Repurchase Program

As of June 30, 2024, our board of directors had approved for repurchase an aggregate of $18,000 of our common stock.  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 June 30, 2024, our cumulative repurchases since December 2012 under our stock repurchase program totaled 3,731 shares for $16,834, and $1,166 remained available for future share repurchases under our stock repurchase program. During the six months ended June 30, 2024, we did not repurchase any shares of our common stock.

The following table summarizes our total share repurchase activity for the six months ended:

						June 30, 2024												June 30, 2023
Share Repurchase Type						Shares						Amount						Shares						Amount
Open Market Repurchases						—						$	—					53						$	202

Preferred Stock, par value $0.001 per share

We are authorized to issue up to 50 shares of undesignated preferred stock with a liquidation preference of $0.001 per share.  There were no shares of preferred stock issued or outstanding as of June 30, 2024 and December 31, 2023.

We recognized share-based payment expense of $46 and $42 for the three months ended June 30, 2024 and 2023, respectively, and $91 and $87 for the six months ended June 30, 2024 and 2023, respectively.

2015 Long-Term Stock Incentive Plan

In May 2015, our stockholders approved the Sirius XM Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “2015 Plan”).  Employees, consultants and members of our board of directors are eligible to receive awards under the 2015 Plan.  The 2015 Plan provides for the grant of stock options, restricted stock awards, restricted stock units and other stock-based awards that the Compensation Committee of our Board of Directors deems appropriate.  Stock-based awards granted under the 2015 Plan are generally subject to a graded vesting requirement, which is generally three to four years from the grant date.  Stock options generally expire ten years from the date of grant.  Restricted stock units include performance-based restricted stock units (“PRSUs”), the vesting of which are subject to the achievement of performance goals and the employee's continued employment and generally cliff vest on the third anniversary of the grant date. Each restricted stock unit entitles the holder to receive one share of common stock upon vesting.  As of June 30, 2024, 79 shares of common stock were available for future grants under the 2015 Plan.

The Compensation Committee intends to award equity-based compensation to our senior management in the form of: stock options, restricted stock units, PRSUs, which will cliff vest after a performance period target established by the Compensation Committee is achieved, and PRSUs, which will cliff vest after a performance period based on the performance of our common stock relative to the companies included in the S&P 500 Index, which we refer to as a relative “TSR” or “total stockholder return” metric. TSRs based on the relative total stockholder return metric will only vest if our performance achieves at least the 25th percentile, with a target payout requiring performance at the 50th percentile. The settlement of

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PRSUs earned in respect of the applicable performance period will be generally subject to the executive’s continued employment with us through the date the total stockholder return performance is certified by the Compensation Committee.

Other Plans

We maintain six share-based benefit plans in addition to the 2015 Plan — the Sirius XM Radio Inc. 2009 Long-Term Stock Incentive Plan, the Amended and Restated Sirius Satellite Radio 2003 Long-Term Stock Incentive Plan, the 2014 Stock Incentive Plan of AdsWizz Inc., the Pandora Media, Inc. 2011 Equity Incentive Plan, the Pandora Media, Inc. 2004 Stock Plan and the TheSavageBeast.com, Inc. 2000 Stock Incentive Plan. Excluding dividend equivalent units granted as a result of a declared dividend, no further awards may be made under these plans.

The following table summarizes the weighted-average assumptions used to compute the fair value of options granted to employees, members of our board of directors and non-employees:

			For the Three Months Ended June 30,												For the Six Months Ended June 30,
			2024						2023						2024						2023
Risk-free interest rate			4.7%						3.6%						4.4%						4.0%
Expected life of options — years			3.75						3.80						3.76						3.80
Expected stock price volatility			41%						34%						40%						31%
Expected dividend yield			3.9%						2.6%						2.8%						2.0%

The following table summarizes stock option activity under our share-based plans for the six months ended June 30, 2024:

			Options						Weighted-Average Exercise Price Per Share						Weighted-Average Remaining Contractual Term (Years)						Aggregate Intrinsic Value
Outstanding as of December 31, 2023			122						$	5.60
Granted			29						$	4.19
Exercised			(1)						$	3.56
Forfeited, cancelled or expired			(6)						$	5.75
Outstanding as of June 30, 2024			144						$	5.33					5.41						$	1
Exercisable as of June 30, 2024			92						$	5.57					4.14						$	—

The weighted average grant date fair value per stock option granted during the six months ended June 30, 2024 was $1.23.  The total intrinsic value of stock options exercised during each of the six months ended June 30, 2024 and 2023 was $1.  During the six months ended June 30, 2024, the number of net settled shares issued as a result of stock option exercises was less than 1.

We recognized share-based payment expense associated with stock options of $8 and $7 for the three months ended June 30, 2024 and 2023, respectively, and $16 and $15 for the six months ended June 30, 2024 and 2023, respectively.

The following table summarizes the restricted stock unit, including PRSU, activity under our share-based plans for the six months ended June 30, 2024:

			Shares						Grant Date Fair Value Per Share
Nonvested as of December 31, 2023			89						$	5.59
Granted			15						$	4.30
Vested			(12)						$	6.06
Forfeited			(7)						$	5.54
Nonvested as of June 30, 2024			85						$	5.27

The total intrinsic value of restricted stock units, including PRSUs, vesting during the six months ended June 30, 2024 and 2023 was $51 and $44, respectively. During the six months ended June 30, 2024, the number of net settled shares issued as

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a result of restricted stock units vesting totaled 8. During the six months ended June 30, 2024, we granted 9 PRSUs to certain employees. We believe it is probable that the performance target applicable to these PRSUs will be achieved.

In connection with the cash dividends paid during the six months ended June 30, 2024, we granted 1 restricted stock units, including PRSUs, in accordance with the terms of existing award agreements. These grants did not result in any additional incremental share-based payment expense being recognized during the six months ended June 30, 2024.

We recognized share-based payment expense associated with restricted stock units, including PRSUs, of $38 and $35 for the three months ended June 30, 2024 and 2023, respectively, and $75 and $72 for the six months ended June 30, 2024 and 2023, respectively.

Total unrecognized compensation costs related to unvested share-based payment awards for stock options and restricted stock units, including PRSUs, granted to employees, members of our board of directors and third parties at June 30, 2024 and December 31, 2023 was $385 and $423, respectively.  The total unrecognized compensation costs at June 30, 2024 are expected to be recognized over a weighted-average period of 2.4 years.

401(k) Savings Plans

Sirius XM sponsors the Sirius XM Radio Inc. 401(k) Savings Plan (the “Sirius XM Plan”) for eligible employees. The Sirius XM Plan allows eligible employees to voluntarily contribute from 1% to 50% of their pre-tax eligible earnings, subject to certain defined limits. We match 50% of an employee’s voluntary contributions per pay period on the first 6% of an employee’s pre-tax salary up to a maximum of 3% of eligible compensation.  We may also make additional discretionary matching, true-up matching and non-elective contributions to the Sirius XM Plan.  Employer matching contributions under the Sirius XM Plan vest at a rate of 33.33% for each year of employment and are fully vested after three years of employment for all current and future contributions.  Our cash employer matching contributions are not used to purchase shares of our common stock on the open market, unless the employee elects our common stock as their investment option for this contribution.

We recognized expenses of $5 for each of the three months ended June 30, 2024 and 2023, and $11 for each of the six months ended June 30, 2024 and 2023 in connection with the Sirius XM Plan.

Sirius XM Holdings Inc. Deferred Compensation Plan

The Sirius XM Holdings Inc. Deferred Compensation Plan (the “DCP”) allows members of our board of directors and certain eligible employees to defer all or a portion of their base salary, cash incentive compensation and/or board of directors’ cash compensation, as applicable.  Pursuant to the terms of the DCP, we may elect to make additional contributions beyond amounts deferred by participants, but we are under no obligation to do so.  We have established a grantor (or “rabbi”) trust to facilitate the payment of our obligations under the DCP.

Contributions to the DCP, net of withdrawals, were $(1) and less than $(1) for the three months ended June 30, 2024 and 2023, respectively, and $1 for each of the six months ended June 30, 2024 and 2023. As of June 30, 2024 and December 31, 2023, the fair value of the investments held in the trust were $58 and $53, respectively, which is included in Other long-term assets in our unaudited consolidated balance sheets and classified as trading securities.  Trading gains and losses associated with these investments are recorded in Other (expense) income within our unaudited consolidated statements of comprehensive income.  The associated liability is recorded within Other long-term liabilities in our unaudited consolidated balance sheets, and any increase or decrease in the liability is recorded in General and administrative expense within our unaudited consolidated statements of comprehensive income.  We recorded gains on investments held in the trust of $1 and $3 for the three months ended June 30, 2024 and 2023, respectively, and $5 for each of the six months ended June 30, 2024 and 2023.

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The following table summarizes our expected contractual cash commitments as of June 30, 2024:

			2024						2025						2026						2027						2028						Thereafter						Total
Debt obligations			$	3					$	6					$	1,355					$	1,500					$	2,000					$	4,249					$	9,113
Cash interest payments			207						406						397						345						269						367						1,991
Satellite and transmission			163						211						92						41						1						4						512
Programming and content			199						347						238						148						79						63						1,074
Sales and marketing			52						29						18						6						1						—						106
Satellite incentive payments			4						8						3						3						3						12						33
Operating lease obligations			29						55						50						45						36						67						282
Royalties, minimum guarantees and other			331						550						695						267						262						275						2,380
Total (1)			$	988					$	1,612					$	2,848					$	2,355					$	2,651					$	5,037					$	15,491

(1)The table does not include our reserve for uncertain tax positions, which at June 30, 2024 totaled $71.

Debt obligations.    Debt obligations include principal payments on outstanding debt and finance lease obligations.

Cash interest payments.    Cash interest payments include interest due on outstanding debt and capital lease payments through maturity.

Satellite and transmission.    We have entered into agreements for the design, construction and launch of four additional satellites, SXM-9, SXM-10, SXM-11 and SXM-12. We also have entered into agreements with third parties to operate and maintain satellite telemetry, tracking and control facilities and certain components of our terrestrial repeater networks.

Programming and content.    We have entered into various programming and content agreements. Under the terms of these agreements, our obligations include fixed payments, advertising commitments and revenue sharing arrangements. In certain of these agreements, the future revenue sharing costs are dependent upon many factors and are difficult to estimate; therefore, they are not included in our minimum contractual cash commitments.

Sales and marketing.    We have entered into various marketing, sponsorship and distribution agreements to promote our brands and are obligated to make payments to sponsors, retailers, automakers, radio manufacturers and other third parties under these agreements. Certain programming and content agreements also require us to purchase advertising on properties owned or controlled by the licensors.

Satellite incentive payments.    Maxar Technologies (formerly Space Systems/Loral), the manufacturer of certain of our in-orbit satellites, may be entitled to future in-orbit performance payments upon XM-5, SIRIUS FM-5, SIRIUS FM-6, and SXM-8 meeting their fifteen-year design life, which we expect to occur.

Operating lease obligations.    We have entered into both cancelable and non-cancelable operating leases for office space, terrestrial repeaters, data centers and equipment. These leases provide for minimum lease payments, additional operating expense charges, leasehold improvements and rent escalations that have initial terms ranging from one to fifteen years, and certain leases have options to renew.

Royalties, Minimum Guarantees and Other. We have entered into music royalty arrangements that include fixed payments. In addition, certain of our podcast agreements also contain minimum guarantees. As of June 30, 2024, we had future fixed commitments related to music royalty and podcast agreements of $912, of which $141 will be paid in 2024 and the remainder will be paid thereafter. On a quarterly basis, we record the greater of the cumulative actual content costs incurred or the cumulative minimum guarantee based on forecasts for the minimum guarantee period. The minimum guarantee period is the period of time that the minimum guarantee relates to, as specified in each agreement, which may be annual or a longer period. The cumulative minimum guarantee, based on forecasts, considers factors such as listening hours, downloads, revenue, subscribers and other terms of each agreement that impact our expected attainment or recoupment of the minimum guarantees based on the relative attribution method.

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We have entered into certain tax equity investments in which we expect to make future contributions. These future contributions are expected to be made over the remaining respective terms of the investments and totaled $767 as of June 30, 2024, of which $33 is expected to be paid in 2024 and the remainder thereafter.

Several of our content agreements also include provisions related to the royalty payments and structures of those agreements relative to other content licensing arrangements, which, if triggered, cause our payments under those agreements to escalate. In addition, record labels, publishers and performing rights organizations with whom we have entered into direct license agreements have the right to audit our content payments, and such audits often result in disputes over whether we have paid the proper content costs.

We have also entered into various agreements with third parties for general operating purposes.

In addition to the minimum contractual cash commitments described above, we have entered into other variable cost arrangements. These future costs are dependent upon many factors and are difficult to anticipate; however, these costs may be substantial. We may enter into additional programming, distribution, marketing and other agreements that contain similar variable cost provisions. We do not have any other significant off-balance sheet financing arrangements that are reasonably likely to have a material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

Legal Proceedings

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

We record a liability when we believe that it is both probable that a liability will be incurred, and the amount of loss can be reasonably estimated. We evaluate developments in legal matters that could affect the amount of liability that has been previously accrued and make adjustments as appropriate. Significant judgment is required to determine both probability and the estimated amount of a loss or potential loss. We may be unable to reasonably estimate the possible loss or range of loss for a particular legal contingency for various reasons, including, among others, because: (i) the damages sought are indeterminate; (ii) the proceedings are in the relative early stages; (iii) there is uncertainty as to the outcome of pending proceedings (including motions and appeals); (iv) there is uncertainty as to the likelihood of settlement and the outcome of any negotiations with respect thereto; (v) there remain significant factual issues to be determined or resolved; (vi) the relevant law is unsettled; or (vii) the proceedings involve novel or untested legal theories. In such instances, there may be considerable uncertainty regarding the ultimate resolution of such matters, including the likelihood or magnitude of a possible eventual loss, if any.

New York State v. Sirius XM Radio Inc. On December 20, 2023, the People of the State of New York, by Letitia James, Attorney General of the State of New York (the “NY AG”), filed a Petition in the Supreme Court of the State of New York, New York County, against Sirius XM. The Petition alleges various violations of New York law and the federal Restore Online Shoppers’ Confidence Act (“ROSCA”) arising out of our subscription cancellation practices. In general, the Petition alleges that Sirius XM requires consumers to devote an excessive amount of time to cancel subscriptions and have not implemented cancellation processes that are simple and efficient.

The Petition claims to be brought under certain provisions of New York law that authorize the NY AG to initiate special proceedings seeking injunctive and other equitable relief in cases of persistent business fraud or illegality. The Petition seeks: a permanent injunction against violating provisions of New York law and ROSCA arising out of the alleged deceptive practices associated with our subscription cancellation procedures; an accounting of each consumer who cancelled, or sought to cancel, a satellite radio subscription, including the duration of the cancel interaction and the funds collected from such consumers after that interaction; monetary restitution and damages to aggrieved consumers; disgorgement of all profits resulting from the alleged improper acts; civil penalties; and the NY AG’s costs.

In March 2024, Sirius XM filed its Answer to the Petition which was supported by various factual declarations and asserts affirmative defenses to the allegations contained in the Petition. In connection with the Answer, Sirius XM cross moved for summary judgment with respect to various claims asserted in the Petition. In April 2024, the NY AG filed its responsive pleadings in support of the Petition and in opposition to Sirius XM’s cross motion for summary judgment. In May 2024, Sirius XM filed a further opposition to the Petition, and a reply in support of its cross-motion. The Petition and Sirius XM’s cross-

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motion are now fully submitted. The parties have jointly requested that the Court set oral argument; the Court has yet to act upon that request.

Sirius XM believes it has substantial defenses to the action and intends to defend this action vigorously.

U.S. Music Royalty Fee Actions and Mass Arbitrations. A number of class actions and mass arbitrations have been commenced against Sirius XM relating to our pricing, billing and subscription marketing practices. Although each class action and mass arbitration contains unique allegations; in general, the actions and arbitrations allege that Sirius XM falsely advertised its music subscription plans at lower prices than it actually charges, that it allegedly did not disclose its “U.S. Music Royalty Fee”, and that Sirius XM has taken other actions to prevent customers from discovering the existence, amount and nature of the U.S. Music Royalty Fee in violation of various state consumer protection laws.

The plaintiffs and claimants seek to enjoin Sirius XM from advertising its music subscription plans without more specifically disclosing the existence and amount of the U.S. Music Royalty Fee. The plaintiffs and claimants also seek disgorgement, restitution and/or damages in the aggregate amount of U.S Music Royalty Fees paid by customers, as well as statutory and punitive damages where available.

To date, the actions and arbitrations filed against Sirius XM include:

•On April 14, 2023, Ayana Stevenson and David Ambrose, individually, as private attorneys general, and on behalf of all other California persons similarly situated, filed a class action complaint against Sirius XM in the Superior Court of the State of California, County of Contra Costa. The case was removed to the United States District Court for the Northern District of California, which issued an Order on November 9, 2023 granting Sirius XM’s Motion to Compel Arbitration and dismissed the complaint. Plaintiffs appealed the Court’s granting of the Motion, and Sirius XM cross-appealed the Court’s dismissal in lieu of the issuance of a stay pending arbitration. The appeal and cross-appeal have been dismissed leaving the District Court’s order compelling arbitration in place.

•On May 17, 2023, Robyn Posternock, Muriel Salters and Philip Munning, individually, as private attorneys general, and on behalf of all other New Jersey persons similarly situated, filed a class action complaint against Sirius XM in the United States District Court for the District of New Jersey. Sirius XM filed a Motion to Compel Arbitration on August 18, 2023. Sirius XM renewed that motion on June 14, 2024 and the renewed motion remains pending.

•On June 5, 2023, Christopher Carovillano and Steven Brandt, individually, as private attorneys general, and on behalf of all other U.S. persons similarly situated (excluding persons in the states of California, New Jersey and Washington), filed a class action complaint against Sirius XM in the United States District Court for the Southern District of New York. On February 6, 2024, the Court issued an Order denying Sirius XM’s Motion to Dismiss and Sirius XM filed an Answer to the complaint on February 20, 2024. On May 24, 2024, Sirius XM filed a Motion for Partial Summary Judgment and to Strike Class Allegations. On July 18, 2024, the Court issued an Opinion and Order granting Sirius XM’s motion for partial summary judgment and striking the plaintiffs’ class allegations. This case is now expected to proceed solely as to plaintiffs’ individual claims.

•On June 1, 2024, Elenamarie Burns, Jacqueline Gardner, and Lynne Silver filed a petition on behalf of 7,628 individuals in the Commercial Division of the Supreme Court of New York, County of New York, seeking to compel Sirius XM to arbitrate and advance the payment of American Arbitration Association (the “AAA”) arbitration fees in connection with individual arbitrations. On July 3, 2024, those petitioners filed an amended petition seeking the same relief on behalf of a revised list of 7,628 petitioners. The Court has not taken any action in connection with the amended petition.

•On June 14, 2024, Kara Kirkpatrick, Gillian Maxfield, Anna Demarco and Cody Michael, individually and on behalf of all other Oregon persons similarly situated, filed a class action complaint against Sirius XM in the United States District Court for the District of Oregon.

•On June 21, 2024, Cindy Balmores, Justin Braswell, Deborah Garvin, and Thea Anderson, individually, as private attorneys general, and on behalf of all other Washington persons similarly situated, filed a class action complaint against Sirius XM in the United States District Court for the Western District of Washington.

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•On June 25, 2024, Denise Woods and Sherry Tapia, individually, as private attorneys general, and on behalf of all other California persons similarly situated, filed a class action complaint against Sirius XM in the United States District Court for the Northern District of California. On July 3, 2024, plaintiffs filed an administrative motion to relate this case to the earlier filed Stevenson case.

•On June 26, 2024, Bonnie Wilson, individually and on behalf of all other U.S. persons similarly situated, filed a class action complaint against Sirius XM in the United States District Court for the Southern District of New York.

•Commencing in June 2023, various law firms began filing mass arbitration claims against Sirius XM before the AAA. Collectively, the law firms purport to act on behalf of approximately 70,000 claimants. Several of the law firms have asserted additional causes of action under the Electronic Funds Transfer Act.

Sirius XM believes it has substantial defenses to the claims asserted in these actions and arbitrations, and it intends to defend these actions vigorously.

Other Matters.  In the ordinary course of business, we are a defendant in various other lawsuits and arbitration proceedings, including derivative actions; actions filed by subscribers, both on behalf of themselves and on a class action basis; former employees; parties to contracts or leases; and owners of patents, trademarks, copyrights or other intellectual property. None of these other matters, in our opinion, is likely to have a material adverse effect on our business, financial condition or results of operations.

We have historically filed a consolidated federal income tax return for all of our wholly owned subsidiaries, including Sirius XM and Pandora. On February 1, 2021, we entered into a tax sharing agreement with Liberty Media governing the allocation of consolidated U.S. income tax liabilities and setting forth agreements with respect to other tax matters. The tax sharing agreement contains provisions that we believe are customary for tax sharing agreements between members of a consolidated group. On November 3, 2021, Liberty Media informed us that it beneficially owned over 80% of the outstanding shares of our common stock; as a result of this, we were included in the consolidated tax return of Liberty Media beginning November 4, 2021. The tax sharing agreement and our inclusion in Liberty Media’s consolidated tax group has not had any material adverse effect on us.

We have calculated the provision for income taxes by using a separate return method.  Any difference between the tax expense (or benefit) allocated to us under the separate return method and payments to be made for (or received from) Liberty Media for tax expense are treated as either dividends or capital contributions. Income tax expense was $89 and $62 for the three months ended June 30, 2024 and 2023, respectively, and $168 and $138 for the six months ended June 30, 2024 and 2023, respectively.

Our effective tax rate for the three months ended June 30, 2024 and 2023 was 22.0% and 16.7%, respectively. Our effective tax rate for the six months ended June 30, 2024 and 2023 was 22.4% and 20.3%, respectively. The effective tax rate for the three and six months ended June 30, 2024 was negatively impacted by tax losses related to share-based compensation. The effective tax rate for the three and six months ended June 30, 2023 was primarily impacted by the release of valuation reserves against state net operating losses we now expect to realize. We estimate our effective tax rate for the year ending December 31, 2024 will be approximately 22%.

During the three and six months ended June 30, 2024, we recognized net tax benefits of $12 and $16, respectively, related to our tax equity investments. These recognized net tax benefits were recorded to Income tax expense in our unaudited consolidated statement of comprehensive income. During the three and six months ended June 30, 2024, the net tax benefits included tax credits and other income tax benefits of $54 and $79, respectively, which were partially offset by amortization expense of $42 and $63, respectively. Refer to Note 10 for more information on our tax equity investments.

As of each of June 30, 2024 and December 31, 2023, we had a valuation allowance related to deferred tax assets of $88 that were not likely to be realized due to the timing of certain federal and state net operating loss limitations.

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In accordance with FASB ASC Topic 280, Segment Reporting, we disaggregate our operations into two reportable segments: Sirius XM and Pandora and Off-platform. The financial results of these segments are utilized by the chief operating decision maker, who is our Chief Executive Officer, for evaluating segment performance and allocating resources. We report our segment information based on the "management" approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of our reportable segments. For additional information on our segments refer to Note 1.

Segment results include the revenues and cost of services which are directly attributable to each segment. There are no indirect revenues or costs incurred that are allocated to the segments. There are planned intersegment advertising campaigns which will be eliminated. We had intersegment advertising revenue of $1 and less than $1 during the three months ended June 30, 2024 and 2023, respectively, and $2 and $1 during the six months ended June 30, 2024 and 2023, respectively.

Segment revenue and gross profit were as follows during the period presented:

			For the Three Months Ended June 30, 2024
			Sirius XM						Pandora and Off-platform												Total
Revenue
Subscriber revenue			$	1,520					$	138											$	1,658
Advertising revenue			43						400												443
Equipment revenue			47						—												47
Other revenue			30						—												30
Total revenue			1,640						538												2,178
Cost of services (a)			(654)						(358)												(1,012)
Segment gross profit			$	986					$	180											$	1,166

The reconciliation between reportable segment gross profit to consolidated income before income tax is as follows:

			For the Three Months Ended June 30, 2024
Segment Gross Profit			$	1,166
Subscriber acquisition costs			(92)
Sales and marketing (a)			(217)
Engineering, design and development (a)			(60)
General and administrative (a)			(95)
Depreciation and amortization			(133)
Share-based payment expense			(46)
Impairment, restructuring and acquisition costs			(18)
Total other expense			(100)
Consolidated income before income taxes			$	405

(a)     Share-based payment expense of $11 related to cost of services, $11 related to sales and marketing, $11 related to engineering, design and development and $13 related to general and administrative has been excluded.

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			For the Three Months Ended June 30, 2023
			Sirius XM						Pandora and Off-platform												Total
Revenue
Subscriber revenue			$	1,597					$	128											$	1,725
Advertising revenue			45						400												445
Equipment revenue			47						—												47
Other revenue			33						—												33
Total revenue			1,722						528												2,250
Cost of services (b)			(675)						(376)												(1,051)
Segment gross profit			$	1,047					$	152											$	1,199

    The reconciliation between reportable segment gross profit to consolidated income before income tax is as follows:

			For the Three Months Ended June 30, 2023
Segment Gross Profit			$	1,199
Subscriber acquisition costs			(93)
Sales and marketing (b)			(209)
Engineering, design and development (b)			(72)
General and administrative (b)			(147)
Depreciation and amortization			(139)
Share-based payment expense			(42)
Impairment, restructuring and acquisition costs			(18)
Total other expense			(107)
Consolidated income before income taxes			$	372

(b)     Share-based payment expense of $10 related to cost of services, $11 related to sales and marketing, $11 related to engineering, design and development and $10 related to general and administrative has been excluded.

			For the Six Months Ended June 30, 2024
			Sirius XM						Pandora and Off-platform												Total
Revenue
Subscriber revenue			$	3,067					$	271											$	3,338
Advertising revenue			83						762												845
Equipment revenue			97						—												97
Other revenue			60						—												60
Total revenue			3,307						1,033												4,340
Cost of services (c)			(1,329)						(709)												(2,038)
Segment gross profit			$	1,978					$	324											$	2,302

---

The reconciliation between reportable segment gross profit to consolidated income before income tax is as follows:

			For the Six Months Ended June 30, 2024
Segment Gross Profit			$	2,302
Subscriber acquisition costs			(182)
Sales and marketing (c)			(434)
Engineering, design and development (c)			(134)
General and administrative (c)			(200)
Depreciation and amortization			(273)
Share-based payment expense			(91)
Impairment, restructuring and acquisition costs			(46)
Total other expense			(192)
Consolidated income before income taxes			$	750

(c)     Share-based payment expense of $22 related to cost of services, $23 related to sales and marketing, $23 related to engineering, design and development and $23 related to general and administrative has been excluded.

			For the Six Months Ended June 30, 2023
			Sirius XM						Pandora and Off-platform												Total
Revenue
Subscriber revenue			$	3,160					$	257											$	3,417
Advertising revenue			85						734												819
Equipment revenue			93						—												93
Other revenue			65						—												65
Total revenue			3,403						991												4,394
Cost of services (d)			(1,340)						(727)												(2,067)
Segment gross profit			$	2,063					$	264											$	2,327

The reconciliation between reportable segment gross profit to consolidated income before income tax is as follows:

			For the Six Months Ended June 30, 2023
Segment Gross Profit			$	2,327
Subscriber acquisition costs			(183)
Sales and marketing (d)			(423)
Engineering, design and development (d)			(140)
General and administrative (d)			(278)
Depreciation and amortization			(275)
Share-based payment expense			(87)
Impairment, restructuring and acquisition costs			(50)
Total other expense			(210)
Consolidated income before income taxes			$	681

(d)     Share-based payment expense of $20 related to cost of services, $20 related to sales and marketing, $22 related to engineering, design and development and $25 related to general and administrative has been excluded.

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A measure of segment assets is not currently provided to the Chief Executive Officer and has therefore not been provided.

As of June 30, 2024, long-lived assets were predominantly located in the United States. No individual foreign country represented a material portion of our consolidated revenue during the three and six months ended June 30, 2024 and 2023.

Capital Return Program

On July 24, 2024, our board of directors declared a quarterly dividend on our common stock in the amount of $0.0266 per share of common stock payable on August 26, 2024 to stockholders of record as of the close of business on August 9, 2024.

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On May 1, 2024, Carl Vogel, a member of our Board of Directors, entered into a 10b5-1 sales plan (the “Vogel

10b5-1 Sales Plan”) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The Vogel 10b5-1

Sales Plan will be in effect until the earlier of (1) October 31, 2024 and (2) the date on which an aggregate of 408,296 shares of our common stock have been sold under the Vogel 10b5-1 Sales Plan.

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v3.24.2.u1

Cover - shares	6 Months Ended
	Jun. 30, 2024	Jul. 30, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-34295
Entity Registrant Name	SIRIUS XM HOLDINGS INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	38-3916511
Entity Address, Address Line One	1221 Avenue of the Americas
Entity Address, Address Line Two	35th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10020
City Area Code	212
Local Phone Number	584-5100
Title of 12(b) Security	Common stock, $0.001 par value
Trading Symbol	SIRI
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		3,850,363,154
Entity Central Index Key	0000908937
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Amendment Flag	false
Current Fiscal Year End Date	--12-31

v3.24.2.u1

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Revenue:
Total revenue	$ 2,178	$ 2,250	$ 4,340	$ 4,394
Cost of services:
Subscriber acquisition costs	92	93	182	183
Sales and marketing	228	220	457	443
Engineering, design and development	71	83	157	162
General and administrative	108	157	223	303
Depreciation and amortization	133	139	273	275
Impairment, restructuring and acquisition costs	18	18	46	50
Total operating expenses	1,673	1,771	3,398	3,503
Income from operations	505	479	942	891
Other (expense) income:
Interest expense	(102)	(107)	(206)	(213)
Other income	2	0	14	3
Total other expense	(100)	(107)	(192)	(210)
Income before income taxes	405	372	750	681
Income tax expense	(89)	(62)	(168)	(138)
Net income	316	310	582	543
Foreign currency translation adjustment, net of tax	(3)	7	(10)	7
Total comprehensive income	$ 313	$ 317	$ 572	$ 550
Net income per common share:
Basic (in USD per share)	$ 0.08	$ 0.08	$ 0.15	$ 0.14
Diluted (in USD per share)	$ 0.08	$ 0.08	$ 0.15	$ 0.14
Weighted average common shares outstanding:
Basic (in shares)	3,848	3,861	3,846	3,875
Diluted (in shares)	3,855	3,873	3,858	3,892
Subscriber revenue
Revenue:
Total revenue	$ 1,658	$ 1,725	$ 3,338	$ 3,417
Advertising revenue
Revenue:
Total revenue	443	445	845	819
Equipment revenue
Revenue:
Total revenue	47	47	97	93
Cost of services:
Cost of services	2	3	5	7
Other revenue
Revenue:
Total revenue	30	33	60	65
Revenue share and royalties
Cost of services:
Cost of services	708	732	1,411	1,432
Programming and content
Cost of services:
Cost of services	148	153	305	303
Customer service and billing
Cost of services:
Cost of services	108	123	224	246
Transmission
Cost of services:
Cost of services	$ 57	$ 50	$ 115	$ 99

v3.24.2.u1

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 100	$ 216
Prepaid expenses and other current assets	324	310
Total current assets	1,100	1,271
Property and equipment, net	1,874	1,754
Intangible assets, net	2,864	2,905
Goodwill	3,249	3,249
Equity method investments	1,426	526
Deferred tax assets	155	155
Operating lease right-of-use assets	283	279
Other long-term assets	234	235
Total assets	11,185	10,374
Current liabilities:
Accounts payable and accrued expenses	1,118	1,306
Accrued interest	167	166
Current portion of deferred revenue	1,128	1,195
Current maturities of debt	5	505
Operating lease current liabilities	45	46
Related party current liabilities	95	8
Total current liabilities	2,558	3,226
Long-term deferred revenue	83	88
Long-term debt	9,044	8,690
Deferred tax liabilities	479	509
Operating lease liabilities	296	292
Other long-term liabilities	838	134
Total liabilities	13,298	12,939
Commitments and contingencies (Note 14)
Stockholders’ equity (deficit):
Common stock, par value $0.001 per share; 9,000 shares authorized; 3,851 and 3,843 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	4	4
Accumulated other comprehensive (loss) income, net of tax	(7)	3
Accumulated deficit	(2,110)	(2,572)
Total stockholders’ equity (deficit)	(2,113)	(2,565)
Total liabilities and stockholders’ equity (deficit)	11,185	10,374
Nonrelated Party
Current assets:
Receivables, net	644	709
Related Party
Current assets:
Receivables, net	$ 32	$ 36

v3.24.2.u1

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2024	Jun. 16, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Common stock, par value (in USD per share)	$ 0.001	$ 0.001	$ 0.001
Common stock authorized (in shares)	9,000,000,000		9,000,000,000
Common stock issued (in shares)	3,851,000,000		3,843,000,000
Common stock outstanding (in shares)	3,851,000,000		3,843,000,000

v3.24.2.u1

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) shares in Millions, $ in Millions	Total	Cumulative Effect, Adjustment	Common Stock	Accumulated Other Comprehensive Income (Loss)	Additional Paid-in Capital	Treasury Stock	Accumulated Deficit	Accumulated Deficit Cumulative Effect, Adjustment
Beginning balance (in shares) at Dec. 31, 2022			3,891
Beginning balance at Dec. 31, 2022	$ (3,351)		$ 4	$ (4)	$ 0	$ 0	$ (3,351)
Beginning balance (in shares) at Dec. 31, 2022						0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive (loss) income, net of tax	550						543
Share-based payment expense	94				94
Exercise of stock options and vesting of restricted stock units (in shares)			6
Withholding taxes on net share settlement of stock-based compensation	(18)				(18)
Capital contribution from Liberty Media related to Tax Sharing Agreement	4						4
Cash dividends paid on common stock	(188)				(76)		(112)
Common stock repurchased (in shares)						53
Common stock repurchased	(202)					$ (202)
Common stock retired (in shares)			(52)			(52)
Common stock retired	0					$ 199	(199)
Ending balance (in shares) at Jun. 30, 2023			3,845
Ending balance at Jun. 30, 2023	$ (3,111)		$ 4	3	0	$ (3)	(3,115)
Ending balance (in shares) at Jun. 30, 2023						1
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Dividend per share (in USD per share)	$ 0.0484
Accounting Standards Update [Extensible Enumeration]	Accounting Standards Update 2020-06 [Member]
Beginning balance (in shares) at Dec. 31, 2022			3,891
Beginning balance at Dec. 31, 2022	$ (3,351)		$ 4	(4)	0	$ 0	(3,351)
Beginning balance (in shares) at Dec. 31, 2022						0
Ending balance (in shares) at Dec. 31, 2023	3,843		3,843
Ending balance at Dec. 31, 2023	$ (2,565)	$ 3	$ 4	3	0	$ 0	(2,572)	$ 3
Ending balance (in shares) at Dec. 31, 2023						0
Beginning balance (in shares) at Mar. 31, 2023			3,879
Beginning balance at Mar. 31, 2023	(3,259)		$ 4	(4)	0	$ (5)	(3,254)
Beginning balance (in shares) at Mar. 31, 2023						1
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive (loss) income, net of tax	317						310
Share-based payment expense	46				46
Exercise of stock options and vesting of restricted stock units (in shares)			2
Withholding taxes on net share settlement of stock-based compensation	(4)				(4)
Capital contribution from Liberty Media related to Tax Sharing Agreement	18						18
Cash dividends paid on common stock	(94)				(42)		(52)
Common stock repurchased (in shares)						36
Common stock repurchased	(135)					$ (135)
Common stock retired (in shares)			(36)			(36)
Common stock retired	0					$ 137	(137)
Ending balance (in shares) at Jun. 30, 2023			3,845
Ending balance at Jun. 30, 2023	$ (3,111)		$ 4	3	0	$ (3)	(3,115)
Ending balance (in shares) at Jun. 30, 2023						1
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Dividend per share (in USD per share)	$ 0.0242
Beginning balance (in shares) at Dec. 31, 2023	3,843		3,843
Beginning balance at Dec. 31, 2023	$ (2,565)	$ 3	$ 4	3	0	$ 0	(2,572)	$ 3
Beginning balance (in shares) at Dec. 31, 2023						0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive (loss) income, net of tax	572			(10)			582
Share-based payment expense	102				102
Exercise of stock options and vesting of restricted stock units (in shares)			8
Withholding taxes on net share settlement of stock-based compensation	(20)				(20)
Cash dividends paid on common stock	$ (205)				(82)		(123)
Ending balance (in shares) at Jun. 30, 2024	3,851		3,851
Ending balance at Jun. 30, 2024	$ (2,113)		$ 4	(7)	0	$ 0	(2,110)
Ending balance (in shares) at Jun. 30, 2024						0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Dividend per share (in USD per share)	$ 0.0532
Beginning balance (in shares) at Mar. 31, 2024			3,847
Beginning balance at Mar. 31, 2024	$ (2,370)		$ 4	(4)	0	$ 0	(2,370)
Beginning balance (in shares) at Mar. 31, 2024						0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive (loss) income, net of tax	313			(3)			316
Share-based payment expense	52				52
Exercise of stock options and vesting of restricted stock units (in shares)			4
Withholding taxes on net share settlement of stock-based compensation	(5)				(5)
Cash dividends paid on common stock	$ (103)				(47)		(56)
Ending balance (in shares) at Jun. 30, 2024	3,851		3,851
Ending balance at Jun. 30, 2024	$ (2,113)		$ 4	$ (7)	$ 0	$ 0	$ (2,110)
Ending balance (in shares) at Jun. 30, 2024						0

v3.24.2.u1

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) (Parenthetical) - $ / shares	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Statement of Stockholders' Equity [Abstract]
Dividend per share (in USD per share)	$ 0.0242	$ 0.0532	$ 0.0484

v3.24.2.u1

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions		6 Months Ended
		Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net income		$ 582	$ 543
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		273	275
Non-cash impairment and restructuring costs		1	20
Non-cash interest expense, net of amortization of premium		8	7
Provision for doubtful accounts		26	31
Loss on unconsolidated entity investments, net		57	4
Gain on other investments		(5)	(5)
Share-based payment expense		91	87
Deferred income tax benefit		(22)	(94)
Amortization of right-of-use assets		24	21
Changes in operating assets and liabilities:
Receivables		39	(36)
Related party, net		4	17
Prepaid expenses and other current assets		(14)	(15)
Other long-term assets		0	(1)
Accounts payable and accrued expenses		(179)	(18)
Accrued interest		1	0
Deferred revenue		(71)	(40)
Operating lease liabilities		(25)	(25)
Other long-term liabilities		32	30
Net cash provided by operating activities		822	801
Cash flows from investing activities:
Additions to property and equipment		(347)	(333)
Purchase of other investments		0	(1)
Investments in related parties and other equity investees		(210)	(31)
Net cash used in investing activities		(557)	(365)
Cash flows from financing activities:
Taxes paid from net share settlements for stock-based compensation		(20)	(18)
Revolving credit facility borrowings		1,352	1,117
Revolving credit facility repayments		(1,002)	(974)
Principal payments of long-term borrowings		(505)	(177)
Payment of contingent consideration for business acquisition		(1)	(3)
Common stock repurchased and retired		0	(199)
Dividends paid		(205)	(188)
Net cash used in financing activities		(381)	(442)
Net decrease in cash, cash equivalents and restricted cash		(116)	(6)
Cash, cash equivalents and restricted cash at beginning of period	[1]	224	65
Cash, cash equivalents and restricted cash at end of period	[1]	108	59
Cash paid during the period for:
Interest, net of amounts capitalized		195	205
Income taxes paid		106	177
Non-cash investing and financing activities:
Finance lease obligations incurred to acquire assets		0	7
Accumulated other comprehensive (loss) income, net of tax		(10)	7
Capital contribution from Liberty Media pursuant to Tax Sharing Agreement		0	4
Tax equity investments		$ 757	$ 0
[1] The following table reconciles cash, cash equivalents and restricted cash per the statement of cash flows to the balance sheet. The restricted cash balances are primarily due to letters of credit which have been issued to the landlords of leased office space. The terms of the letters of credit primarily extend beyond one year. (in millions) June 30, 2024 December 31, 2023 June 30, 2023 December 31, 2022 Cash and cash equivalents $ 100  $ 216  $ 51  $ 57  Restricted cash included in Other long-term assets 8  8  8  8  Total cash, cash equivalents and restricted cash at end of period $ 108  $ 224  $ 59  $ 65

v3.24.2.u1

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Millions		Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023	Dec. 31, 2022
Statement of Cash Flows [Abstract]
Cash and cash equivalents		$ 100	$ 216	$ 51	$ 57
Restricted cash included in Other long-term assets		8	8	8	8
Total cash, cash equivalents and restricted cash at end of period	[1]	$ 108	$ 224	$ 59	$ 65
[1] The following table reconciles cash, cash equivalents and restricted cash per the statement of cash flows to the balance sheet. The restricted cash balances are primarily due to letters of credit which have been issued to the landlords of leased office space. The terms of the letters of credit primarily extend beyond one year. (in millions) June 30, 2024 December 31, 2023 June 30, 2023 December 31, 2022 Cash and cash equivalents $ 100  $ 216  $ 51  $ 57  Restricted cash included in Other long-term assets 8  8  8  8  Total cash, cash equivalents and restricted cash at end of period $ 108  $ 224  $ 59  $ 65

v3.24.2.u1

Business & Basis of Presentation	6 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business & Basis of Presentation	Business & Basis of Presentation This Quarterly Report on Form 10-Q presents information for Sirius XM Holdings Inc. and its subsidiaries (collectively “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 Holdings Inc. and its subsidiaries. “Sirius XM” refers to our wholly owned subsidiary Sirius XM Radio Inc. and its subsidiaries. “Pandora” refers to Sirius XM's wholly owned subsidiary Pandora Media, LLC and its subsidiaries. Holdings has no operations independent of Sirius XM and Pandora. Business We operate two complementary audio entertainment businesses - one of which we refer to as “SiriusXM” and the second of which we refer to as “Pandora and Off-platform”.  SiriusXM Our SiriusXM 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 fee basis. SiriusXM packages include live, curated and certain exclusive and on demand programming. The SiriusXM service is distributed through our two proprietary satellite radio systems and streamed via applications for mobile devices, home devices and other consumer electronic equipment. Satellite radios are primarily distributed through automakers, retailers and our website. Our Sirius XM service is also available through our in-car user interface, which we call “360L,” that combines our satellite and streaming services into a single, cohesive in-vehicle entertainment experience. The primary source of revenue from our SiriusXM business is subscription fees, with most of our customers subscribing to monthly or annual plans.  We also derive revenue from advertising on select non-music channels, which is sold under the SiriusXM Media brand, direct sales of our satellite radios and accessories, and other ancillary services.  As of June 30, 2024, our SiriusXM business had approximately 33.3 million subscribers. In addition to our audio entertainment businesses, we provide connected vehicle services to several automakers. These services are designed to enhance the safety, security and driving experience of consumers. We also offer a suite of data services that includes graphical weather and fuel prices, a traffic information service, and real-time weather services in boats and airplanes. SiriusXM also holds a 70% equity interest and 33% voting interest in Sirius XM Canada Holdings Inc. (“Sirius XM Canada”). Sirius XM Canada's subscribers are not included in our subscriber count or subscriber-based operating metrics. Pandora and Off-platform Our Pandora and Off-platform business operates a music, comedy and podcast streaming discovery platform, offering a personalized experience for each listener wherever and whenever they want to listen, whether through mobile devices, vehicle speakers or connected devices.  Pandora enables listeners to create personalized stations and playlists, discover new content, hear artist- and expert-curated playlists, 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 June 30, 2024, Pandora had approximately 6.0 million subscribers. The majority of revenue from Pandora is generated from advertising on our Pandora ad-supported radio service which is sold under the SiriusXM Media brand. We also derive subscription revenue from our Pandora Plus and Pandora Premium subscribers. We also sell advertising on other audio platforms and in widely distributed podcasts, which we consider to be off-platform services. We have an arrangement with SoundCloud Holdings, LLC (“SoundCloud”) to be its exclusive ad sales representative in the US and certain European countries and offer advertisers the ability to execute campaigns across the Pandora and SoundCloud platforms. We also have arrangements to serve as the ad sales representative for certain podcasts. 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 podcast monetization solutions. Liberty Media As of June 30, 2024, Liberty Media Corporation (“Liberty Media”) beneficially owned, directly and indirectly, 83.3% of the outstanding shares of our common stock.  As a result, we are a “controlled company” for the purposes of the NASDAQ corporate governance requirements. Refer to Note 10 for more information regarding related parties. Basis of Presentation The accompanying unaudited consolidated financial statements of Holdings have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All significant intercompany transactions have been eliminated in consolidation. Certain numbers in our prior period unaudited consolidated financial statements and footnotes have been reclassified or consolidated to conform to our current period presentation. In the opinion of our management, all normal recurring adjustments necessary for a fair presentation of our unaudited consolidated financial statements as of June 30, 2024 and for the three and six months ended June 30, 2024 and 2023 have been made. Interim results are not necessarily indicative of the results that may be expected for a full year. This Quarterly Report on Form 10-Q should be read together with our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 1, 2024. Public companies are required to disclose certain information about their reportable operating segments.  Operating segments are defined as significant components of an enterprise for which separate financial information is available and is evaluated on a regular basis by the chief operating decision maker in deciding how to allocate resources to an individual segment and in assessing performance of the segment. We have determined that we have two reportable segments as our chief operating decision maker, our Chief Executive Officer, assesses performance and allocates resources based on the financial results of these segments. Refer to Note 16 for information related to our segments. We have evaluated events subsequent to the balance sheet date and prior to the filing of this Quarterly Report on Form 10-Q for the three and six months ended June 30, 2024 and have determined that no events have occurred that would require adjustment to our unaudited consolidated financial statements.  For a discussion of subsequent events that do not require adjustment to our unaudited consolidated financial statements refer to Note 17. As previously disclosed, we identified an error in our previously issued unaudited consolidated financial statements related to the presentation of cash flows associated with borrowings and repayments related to our Senior Secured Credit Facility. We have corrected this error in the accompanying unaudited consolidated statements of cash flows for the six months ended June 30, 2023 to present on a gross basis the borrowings from the revolving credit facility of $1,117 and repayments of the revolving credit facility of $974. The corrections had no impact to the total net cash used in financing activities in the period. We evaluated the materiality of this error both qualitatively and quantitatively and have concluded that this error is immaterial to the impacted period. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes.  Estimates, by their nature, are based on judgment and available information.  Actual results could differ materially from those estimates.  Significant estimates inherent in the preparation of the accompanying unaudited consolidated financial statements include asset impairment, depreciable lives of our satellites, share-based payment expense and income taxes.

v3.24.2.u1

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Recent Accounting Pronouncements Accounting Standard Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, which requires more detailed income tax disclosures. The guidance requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We are evaluating the disclosure requirements related to the new standard. Accounting Standard Update 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). In November 2023, the FASB issued ASU 2023-07, which is intended to improve reportable segment disclosure requirements, primarily through additional disclosures about significant segment expenses. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. We are evaluating the disclosure requirements related to the new standard. Recently Adopted Accounting Policies In March 2023, the FASB issued ASU 2023-02, Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method, which expands the population of investments for which an investor may elect to apply the proportional amortization method. Under this ASU, an investor in a tax equity investment may elect the proportional amortization method for qualifying investments on a tax credit program-by-program basis. This ASU became effective in the first quarter of 2024. We adopted ASU 2023-02 as of January 1, 2024 using the modified retrospective approach. Adoption of the new standard resulted in the recording of additional Equity method investments, Related party current liabilities, Other Long-term liabilities, Deferred tax liabilities and a cumulative effect adjustment to opening accumulated deficit. The effects of the changes made to our unaudited consolidated balance sheet as of January 1, 2024 for the adoption of ASU 2023-02 are included in the table below. Balance at December 31, 2023 Adjustments Due to ASU 2023-02 Balance at January 1, 2024 Balance Sheet Equity method investments $ 526  $ 122  $ 648  Related party current liabilities $ 8  $ 15  $ 23  Other long-term liabilities $ 134  $ 109  $ 243  Deferred tax liabilities $ 509  $ (5) $ 504  Accumulated deficit $ (2,572) $ 3  $ (2,569) Fair Value Measurements For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are based on unadjusted quoted prices in active markets for identical instruments. Level 2 inputs are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. As of June 30, 2024 and December 31, 2023, the carrying amounts of cash and cash equivalents, receivables and accounts payable approximated fair value due to the short-term nature of these instruments. Our liabilities measured at fair value were as follows:   June 30, 2024 December 31, 2023   Level 1 Level 2 Level 3 Total Fair Value Level 1 Level 2 Level 3 Total Fair Value Liabilities:                 Debt (a) —  $ 8,193  —  $ 8,193  —  $ 8,523  —  $ 8,523  (a)The fair value for non-publicly traded debt is based upon estimates from a market maker and brokerage firm.  Refer to Note 11 for information related to the carrying value of our debt as of June 30, 2024 and December 31, 2023.

v3.24.2.u1

Restructuring Costs	6 Months Ended
	Jun. 30, 2024
Restructuring and Related Activities [Abstract]
Restructuring Costs	Restructuring Costs During the three and six months ended June 30, 2024, restructuring costs were $3 and $15, respectively. During the six months ended June 30, 2024, we realigned our business to focus on strategic priorities, reducing the size of our workforce, and recorded a charge of $15 primarily related to severance and other related costs. The restructuring charges were recorded to Impairment, restructuring and acquisition costs in our unaudited consolidated statements of comprehensive income. During the three and six months ended June 30, 2023, restructuring costs were $5 and $35, respectively. During the six months ended June 30, 2023, we initiated measures to pursue greater efficiency and to realign our business and focus on strategic priorities. As part of these measures, we reduced the size of our workforce by approximately 475 roles, or 8%. We recorded a charge of $28 primarily related to severance and other related costs. In addition, we vacated one of our leased locations and recorded an impairment of $5 to reduce the carrying value of the related right of use asset to its estimated fair value. Additionally, we accrued expenses of $2 for which we will not recognize any future economic benefits. The restructuring and related impairment charges were recorded to Impairment, restructuring and acquisition costs in our unaudited consolidated statements of comprehensive income.

v3.24.2.u1

Earnings per Share	6 Months Ended
	Jun. 30, 2024
Earnings Per Share [Abstract]
Earnings per Share	Earnings per Share Basic net income per common share is calculated by dividing the income available to common stockholders by the weighted average common shares outstanding during each reporting period.  Diluted net income per common share adjusts the weighted average number of common shares outstanding for the potential dilution that could occur if common stock equivalents (stock options, restricted stock units and convertible debt) were exercised or converted into common stock, calculated using the treasury stock method. We had no participating securities during the three and six months ended June 30, 2024 and 2023. Common stock equivalents of 207 and 175 for the three months ended June 30, 2024 and 2023, respectively, and 185 and 162 for the six months ended June 30, 2024 and 2023, respectively, were excluded from the calculation of diluted net income per common share as the effect would have been anti-dilutive.   For the Three Months Ended June 30, For the Six Months Ended June 30,   2024 2023 2024 2023 Numerator:     Net Income available to common stockholders for basic net income per common share $ 316  $ 310  $ 582  $ 543  Effect of interest on assumed conversions of convertible notes, net of tax —  —  —  1  Net Income available to common stockholders for dilutive net income per common share $ 316  $ 310  $ 582  $ 544  Denominator:       Weighted average common shares outstanding for basic net income per common share 3,848  3,861  3,846  3,875  Weighted average impact of assumed convertible notes —  3  —  3  Weighted average impact of dilutive equity instruments 7  9  12  14  Weighted average shares for diluted net income per common share 3,855  3,873  3,858  3,892  Net income per common share:       Basic $ 0.08  $ 0.08  $ 0.15  $ 0.14  Diluted $ 0.08  $ 0.08  $ 0.15  $ 0.14

v3.24.2.u1

Receivables, net	6 Months Ended
	Jun. 30, 2024
Receivables [Abstract]
Receivables, net	Receivables, net Receivables, net, includes customer accounts receivable, receivables from distributors and other receivables. We do not have any customer receivables that individually represent more than ten percent of our receivables. Customer accounts receivable, net, includes receivables from our subscribers and advertising customers, including advertising agencies and other customers, and is stated at amounts due, net of an allowance for doubtful accounts. Our allowance for doubtful accounts is based upon our assessment of various factors.  We consider historical experience, the age of the receivable balances, current economic conditions, industry experience and other factors that may affect the counterparty’s ability to pay.  Bad debt expense is included in Customer service and billing expense in our unaudited consolidated statements of comprehensive income. Receivables from distributors primarily include billed and unbilled amounts due from automakers for services included in the sale or lease price of vehicles, as well as billed amounts due from wholesale distributors of our satellite radios.  Other receivables primarily include amounts due from manufacturers of our radios, modules and chipsets where we are entitled to subsidies and royalties based on the number of units produced.  We have not established an allowance for doubtful accounts for our receivables from distributors or other receivables as we have historically not experienced any significant collection issues with automakers or other third parties and do not expect issues in the foreseeable future. Receivables, net, consists of the following:   June 30, 2024 December 31, 2023 Gross customer accounts receivable $ 562  $ 631  Allowance for doubtful accounts (9) (15) Customer accounts receivable, net $ 553  $ 616  Receivables from distributors 57  56  Other receivables 34  37  Total receivables, net $ 644  $ 709

v3.24.2.u1

Goodwill	6 Months Ended
	Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired in business combinations. Our annual impairment assessment of our two reporting units is performed as of the fourth quarter of each year, and an assessment is performed at other times if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. ASC 350, Intangibles - Goodwill and Other, states that an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Our Sirius XM reporting unit, which has an allocated goodwill balance of $2,290, had a negative carrying amount as of June 30, 2024. As of June 30, 2024, there were no indicators of impairment, and no impairment losses were recorded for goodwill during the three and six months ended June 30, 2024 and 2023. As of June 30, 2024, the cumulative balance of goodwill impairments recorded was $5,722, of which $4,766 was recognized during the year ended December 31, 2008 and is included in the carrying amount of the goodwill allocated to our Sirius XM reporting unit and $956 was recognized during the year ended December 31, 2020 and is included in the carrying amount of the goodwill allocated to our Pandora and Off-platform reporting unit. As of each of June 30, 2024 and December 31, 2023, the carrying amount of goodwill for our Sirius XM and Pandora and Off-platform reporting units was $2,290 and $959, respectively.

v3.24.2.u1

Intangible Assets	6 Months Ended
	Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	Intangible Assets Our intangible assets include the following:     June 30, 2024 December 31, 2023   Weighted Average Useful Lives Gross Carrying Value Accumulated Amortization Net  Carrying Value Gross Carrying Value Accumulated Amortization Net  Carrying Value Indefinite life intangible assets:               FCC licenses Indefinite $ 2,084  $ —  $ 2,084  $ 2,084  $ —  $ 2,084  Trademarks Indefinite 250  —  250  250  —  250  Definite life intangible assets:               OEM relationships 15 years 220  (156) 64  220  (149) 71  Licensing agreements 12 years 3  (3) —  3  (3) —  Software and technology 7 years 28  (23) 5  28  (22) 6  Due to Acquisitions recorded to Pandora and Off-platform Reporting Unit: Indefinite life intangible assets: Trademarks Indefinite 312  —  312  312  —  312  Definite life intangible assets: Customer relationships 8 years 442  (305) 137  442  (279) 163  Software and technology 5 years 391  (379) 12  391  (372) 19  Total intangible assets   $ 3,730  $ (866) $ 2,864  $ 3,730  $ (825) $ 2,905  Indefinite Life Intangible Assets We have identified our FCC licenses and XM and Pandora trademarks as indefinite life intangible assets after considering the expected use of the assets, the regulatory and economic environment within which they are used and the effects of obsolescence on their use. We hold FCC licenses to operate our satellite digital audio radio service and provide ancillary services. Each of the FCC licenses authorizes us to use radio spectrum, a reusable resource that does not deplete or exhaust over time. Our annual impairment assessment of our identifiable indefinite lived intangible assets is performed as of the fourth quarter of each year. An assessment is performed at other times if an event occurs or circumstances change that would more likely than not reduce the fair value of the asset below its carrying value. If the carrying value of the intangible assets exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. As of June 30, 2024, there were no indicators of impairment, and no impairment loss was recognized for intangible assets with indefinite lives during the three and six months ended June 30, 2024 and 2023. Definite Life Intangible Assets Amortization expense for all definite life intangible assets was $18 and $36 for the three months ended June 30, 2024 and 2023, respectively, and $42 and $73 for the six months ended June 30, 2024 and 2023, respectively. There were no retirements or impairments of definite lived intangible assets during the three and six months ended June 30, 2024 and 2023. The expected amortization expense for each of the fiscal years 2024 through 2028 and for periods thereafter is as follows: Years ending December 31, Amount 2024 (remaining) $ 36  2025 71  2026 71  2027 25  2028 15  Thereafter —  Total definite life intangible assets, net $ 218

v3.24.2.u1

Property and Equipment	6 Months Ended
	Jun. 30, 2024
Property, Plant and Equipment [Abstract]
Property and Equipment	Property and Equipment Property and equipment, net, consists of the following:   June 30, 2024 December 31, 2023 Satellite system $ 1,598  $ 1,598  Terrestrial repeater network 117  117  Leasehold improvements 112  106  Broadcast studio equipment 157  146  Capitalized software and hardware 2,175  2,178  Satellite telemetry, tracking and control facilities 86  84  Furniture, fixtures, equipment and other 109  110  Land 32  32  Building 75  74  Construction in progress 867  538  Total property and equipment 5,328  4,983  Accumulated depreciation (3,454) (3,229) Property and equipment, net $ 1,874  $ 1,754  Construction in progress consists of the following:   June 30, 2024 December 31, 2023 Satellite system $ 613  $ 490  Terrestrial repeater network 9  7  Capitalized software and hardware 227  17  Other 18  24  Construction in progress $ 867  $ 538  Depreciation and amortization expense on property and equipment was $115 and $103 for the three months ended June 30, 2024 and 2023, respectively, and $231 and $202 for the six months ended June 30, 2024 and 2023, respectively. During the three and six months ended June 30, 2024, we retired property and equipment of less than $1 and $7, respectively, and during the six months ended June 30, 2024, we recorded related impairment charges of $1, primarily related to terminated software projects. There were no impairment charges recorded during the three months ended June 30, 2024. During the three and six months ended June 30, 2023, we retired property and equipment of $16 and $269, respectively, and recorded related impairment charges of $10 and $13, respectively, primarily related to terminated software projects. We capitalize a portion of the interest on funds borrowed to finance the construction and launch of our satellites. Capitalized interest is recorded as part of the asset’s cost and depreciated over the satellite’s useful life. Capitalized interest costs were $6 and $4 for the three months ended June 30, 2024 and 2023, respectively, and $12 and $6 for the six months ended June 30, 2024 and 2023, respectively, which related to the construction of our SXM-9, SXM-10, SXM-11 and SXM-12 satellites. We also capitalize a portion of share-based compensation related to employee time for capitalized software projects. Capitalized share-based compensation costs were $6 and $3 for the three months ended June 30, 2024 and 2023, respectively, and $11 and $7 for the six months ended June 30, 2024 and 2023, respectively. Satellites As of June 30, 2024, we operated a fleet of five satellites.  Each satellite requires an FCC license, and prior to the expiration of each license, we are required to apply for a renewal of the FCC satellite license.  The renewal and extension of our licenses is reasonably certain at minimal cost, which is expensed as incurred. The chart below provides certain information on our satellites as of June 30, 2024: Satellite Description Year Delivered Estimated End of Depreciable Life FCC License Expiration Year SIRIUS FM-5 2009 2024 2025 SIRIUS FM-6 2013 2028 2030 XM-3 2005 2020 2026 XM-5 2010 2025 2026 SXM-8 2021 2036 2029 Our XM-3 satellite remains available as an in-orbit spare.

v3.24.2.u1

Leases	6 Months Ended
	Jun. 30, 2024
Leases [Abstract]
Leases	Leases We have operating and finance leases for offices, terrestrial repeaters, data centers and certain equipment. Our leases have remaining lease terms of less than 1 year to 19 years, some of which may include options to extend the leases for up to 5 years, and some of which may include options to terminate the leases within 1 year. We elected the practical expedient to account for the lease and non-lease components as a single component. Additionally, we elected the practical expedient to not recognize right-of-use assets or lease liabilities for short-term leases, which are those leases with a term of twelve months or less at the lease commencement date. The components of lease expense were as follows: For the Three Months Ended June 30, For the Six Months Ended June 30, 2024 2023 2024 2023 Operating lease cost $ 16  $ 11  $ 31  $ 32  Finance lease cost 2  1  3  1  Sublease income (1) (1) (2) (2) Total lease cost $ 17  $ 11  $ 32  $ 31  During the six months ended June 30, 2023, we ceased using one of our leased locations and recorded an impairment charge of $5 to write down the carrying value of the right-of-use asset to its estimated fair value. Refer to Note 3 for additional information.
Leases	Leases We have operating and finance leases for offices, terrestrial repeaters, data centers and certain equipment. Our leases have remaining lease terms of less than 1 year to 19 years, some of which may include options to extend the leases for up to 5 years, and some of which may include options to terminate the leases within 1 year. We elected the practical expedient to account for the lease and non-lease components as a single component. Additionally, we elected the practical expedient to not recognize right-of-use assets or lease liabilities for short-term leases, which are those leases with a term of twelve months or less at the lease commencement date. The components of lease expense were as follows: For the Three Months Ended June 30, For the Six Months Ended June 30, 2024 2023 2024 2023 Operating lease cost $ 16  $ 11  $ 31  $ 32  Finance lease cost 2  1  3  1  Sublease income (1) (1) (2) (2) Total lease cost $ 17  $ 11  $ 32  $ 31  During the six months ended June 30, 2023, we ceased using one of our leased locations and recorded an impairment charge of $5 to write down the carrying value of the right-of-use asset to its estimated fair value. Refer to Note 3 for additional information.

v3.24.2.u1

Related Party Transactions	6 Months Ended
	Jun. 30, 2024
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions  In the normal course of business, we enter into transactions with related parties such as Sirius XM Canada, SoundCloud and our tax equity investments. Liberty Media As of June 30, 2024, Liberty Media beneficially owned, directly and indirectly, 83.3% of the outstanding shares of our common stock. Liberty Media has three of its executives and one of its directors on our board of directors.  Gregory B. Maffei, the President and Chief Executive Officer of Liberty Media, is the Chairman of our board of directors. On February 1, 2021, Holdings entered into a tax sharing agreement with Liberty Media governing the allocation of consolidated U.S. income tax liabilities and setting forth agreements with respect to other tax matters. The tax sharing agreement was negotiated and approved by a special committee of Holdings’ board of directors, all of whom are independent of Liberty Media. Refer to Note 15 for more information regarding the tax sharing agreement. 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. John C. 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 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. On June 16, 2024, Holdings entered into amendments (the “Amendments”) to (i) the Reorganization Agreement and the Merger Agreement. The Amendments, among other things, ratably adjust the exchange ratios in each of the Reorganization Agreement and the Merger Agreement in connection with the Transactions to reduce the total number of outstanding shares of New Sirius common stock, par value $0.001 per share (“New Sirius Common Stock”), following the consummation of the Transactions. The revised exchange ratio in the Reorganization Agreement reduces by 90% the number of shares of New Sirius Common Stock that otherwise would have been issued to holders of Liberty SiriusXM Common Stock (as defined below). As a result of the revised exchange ratio under the Merger Agreement, each existing holder of SiriusXM common stock, par value $0.001 per share (“SiriusXM Common Stock”), will receive 1 share in New Sirius for every 10 shares of SiriusXM Common Stock it holds as of immediately prior to the consummation of the Transactions, with cash paid in lieu of fractional shares. These changes to the exchange ratios affect SiriusXM stockholders and holders of shares of LSXMA, LSXMB and LSXMK uniformly and will not alter any such stockholder’s percentage interest in the outstanding shares of New Sirius Common Stock as of immediately following the consummation of the Transactions, except to the extent that it results in some stockholders receiving cash in lieu of owning a fractional share of New Sirius Common Stock as described above. In addition, in order to facilitate the Transactions, Sirius XM Radio Inc., a Delaware corporation, intends to convert under Delaware state law to a Delaware limited liability company prior to the closing of the Transaction. The Amendments were approved by Liberty’s Board of Directors, the SiriusXM Special Committee and SiriusXM’s Board of Directors. Liberty’s Board of Directors has recommended that holders of shares of LSXMA and LSXMB vote in favor of the Split-Off, as it has been amended. Additionally, in connection with the execution of the Amendments, Liberty Radio, LLC, a wholly owned subsidiary of Liberty Media that holds a majority of the outstanding shares of SiriusXM common stock, in its capacity as stockholder of SiriusXM, delivered to SiriusXM a written consent pursuant to Section 228 of the General Corporation Law of the State of Delaware, approving and adopting the Amendments. As a result, no meeting of the stockholders of SiriusXM will be held in connection with the Amendments. Assuming satisfaction of all conditions to closing, the Transactions are expected to be completed after the close of business on Monday, September 9, 2024. During the three and six months ended June 30, 2024, we recognized costs associated with the Transactions of $14 and $29, respectively, which were recorded to Impairment, restructuring and acquisition costs in our unaudited consolidated statements of comprehensive income. Sirius XM Canada Sirius XM holds a 70% equity interest and 33% voting interest in Sirius XM Canada, a privately held corporation. We own 591 shares of preferred stock of Sirius XM Canada, which has a liquidation preference of one Canadian dollar per share. Sirius XM Canada is accounted for as an equity method investment, and its results are not consolidated in our unaudited consolidated financial statements. Sirius XM Canada does not meet the requirements for consolidation as we do not have the ability to direct the most significant activities that impact Sirius XM Canada's economic performance. On March 15, 2022, Sirius XM and Sirius XM Canada entered into an amended and restated services and distribution agreement. 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. Our Equity method investments as of June 30, 2024 and December 31, 2023 included the carrying value of our investment balance in Sirius XM Canada of $416 and $423, respectively, and, as of each of June 30, 2024 and December 31, 2023, also included $8 for the long-term value of the outstanding loan to Sirius XM Canada. Sirius XM Canada paid gross dividends to us of less than $1 during each of the three and six months ended June 30, 2024 and 2023. Dividends are first recorded as a reduction to our investment balance in Sirius XM Canada to the extent a balance exists and then as Other (expense) income for any remaining portion. We recorded revenue from Sirius XM Canada as Other revenue in our unaudited consolidated statements of comprehensive income of $23 and $26 during the three months ended June 30, 2024 and 2023, respectively, and $47 and $51 during the six months ended June 30, 2024 and 2023, respectively. SoundCloud We have an investment in SoundCloud which is accounted for as an equity method investment and recorded in Equity method investments in our unaudited consolidated balance sheets. Sirius XM has appointed two individuals to serve on SoundCloud's ten-member board of managers. Sirius XM's share of SoundCloud's loss was $2 and $1 for the three months ended June 30, 2024 and 2023, respectively, and $2 for each of the six months ended June 30, 2024 and 2023, which was recorded in Other (expense) income in our unaudited consolidated statements of comprehensive income. In addition to our investment in SoundCloud, Pandora has an agreement with SoundCloud to be its exclusive ad sales representative in the US and certain European countries. Through this arrangement, Pandora offers advertisers the ability to execute campaigns across the Pandora and SoundCloud platforms. We recorded revenue share expense related to this agreement of $15 and $14 for the three months ended June 30, 2024 and 2023, respectively, and $30 and $25 for the six months ended June 30, 2024 and 2023, respectively. We also had related party liabilities of $21 and $20 as of June 30, 2024 and December 31, 2023, respectively, related to this agreement. Tax equity investments Sirius XM has entered into certain tax-effective clean energy technology investments. We invested $23 and $2 during the three months ended June 30, 2024 and 2023, respectively, and $210 and $31 during the six months ended June 30, 2024 and 2023, respectively, in these clean energy projects. As of January 1, 2024, we adopted ASU 2023-02 using the modified retrospective approach and have accounted for these investments using the proportional amortization method. The unamortized investment balance as of June 30, 2024 was $937 and was recorded to Equity method investments in our unaudited consolidated balance sheets. Under the proportional amortization method, the investment balance will be amortized over the term of the investments based on the current period income tax benefits as a proportion to the total expected income tax benefits. We also recorded liabilities of $767 related to future contractual payments and contingent payments which we determined to be probable, of which $87 is recorded in Related party current liabilities and the balance is recorded in Other long-term liabilities in our unaudited consolidated balance sheets.

v3.24.2.u1

Debt	6 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
Debt	Debt Our debt as of June 30, 2024 and December 31, 2023 consisted of the following:           Principal Amount at Carrying value(a) at Issuer / Borrower Issued Debt Maturity Date Interest Payable June 30, 2024 June 30, 2024 December 31, 2023 Sirius XM (b) (d) April 2022 Incremental Term Loan April 11, 2024 variable fee paid monthly —  —  500  Sirius XM (b) August 2021 3.125% Senior Notes September 1, 2026 semi-annually on March 1 and September 1 1,000  995  994  Sirius XM (b) July 2017 5.00% Senior Notes August 1, 2027 semi-annually on February 1 and August 1 1,500  1,495  1,494  Sirius XM (b) June 2021 4.00% Senior Notes July 15, 2028 semi-annually on January 15 and July 15 2,000  1,986  1,985  Sirius XM (b) June 2019 5.500% Senior Notes July 1, 2029 semi-annually on January 1 and July 1 1,250  1,242  1,241  Sirius XM (b) June 2020 4.125% Senior Notes July 1, 2030 semi-annually on January 1 and July 1 1,500  1,489  1,488  Sirius XM (b) August 2021 3.875% Senior Notes September 1, 2031 semi-annually on March 1 and September 1 1,500  1,487  1,487  Sirius XM (c) (e) December 2012 Senior Secured Revolving Credit Facility (the "Credit Facility") August 31, 2026 variable fee paid quarterly 350  350  —  Sirius XM Various Finance leases Various  n/a  n/a 13  15  Total Debt 9,057  9,204  Less: total current maturities 5  505  Less: total deferred financing costs 8  9  Total long-term debt $ 9,044  $ 8,690  (a)The carrying value of the obligations is net of any remaining unamortized original issue discount. (b)All material domestic subsidiaries, including Pandora and its subsidiaries, that guarantee the Credit Facility have guaranteed the Incremental Term Loan and these notes. (c)In August 2021, Sirius XM entered into an amendment to extend the maturity of the $1,750 Credit Facility to August 31, 2026. Sirius XM's obligations under the Credit Facility are guaranteed by its material domestic subsidiaries, including Pandora and its subsidiaries, and are secured by a lien on substantially all of Sirius XM's assets and the assets of its material domestic subsidiaries.  Sirius XM's borrowings are based on the Secured Overnight Financing Rate (“SOFR”) plus an applicable rate based on its debt to operating cash flow ratio. Sirius XM is also required to pay a variable fee on the average daily unused portion of the Credit Facility which is payable on a quarterly basis.  The variable rate for the unused portion of the Credit Facility was 0.25% per annum as of June 30, 2024.  All of Sirius XM's outstanding borrowings under the Credit Facility are classified as Long-term debt within our unaudited consolidated balance sheets due to the long-term maturity of this debt. (d)In April 2022, Sirius XM entered into an amendment to the Credit Facility to incorporate an Incremental Term Loan borrowing of $500. Interest on the Incremental Term Loan borrowing was based on SOFR plus an applicable rate. On April 11, 2024, the Incremental Term Loan matured and was retired with cash for 100% of the principal amount plus accrued and unpaid interest to the date of maturity. (e)On January 26, 2024, Sirius XM entered into an amendment to the Credit Facility to, among other things, incorporate a $1,100 delayed draw incremental term loan. Subject to the conditions described in the amendment, the delayed draw incremental term loan shall be available to be drawn by Sirius XM in up to three separate drawings until December 31, 2024. If drawn, interest on the delayed draw incremental term loan is based on SOFR plus an applicable rate. Covenants and Restrictions Under the Credit Facility, Sirius XM, our wholly owned subsidiary, must comply with a debt maintenance covenant that it cannot exceed a total leverage ratio, calculated as consolidated total debt to consolidated operating cash flow, of 5.0 to 1.0.  The Credit Facility generally requires compliance with certain covenants that restrict Sirius XM's ability to, among other things, (i) incur additional indebtedness, (ii) incur liens, (iii) pay dividends or make certain other restricted payments, investments or acquisitions, (iv) enter into certain transactions with affiliates, (v) merge or consolidate with another person, (vi) sell, assign, lease or otherwise dispose of all or substantially all of Sirius XM's assets, and (vii) make voluntary prepayments of certain debt, in each case subject to exceptions. The indentures governing Sirius XM's notes restrict Sirius XM's non-guarantor subsidiaries' ability to create, assume, incur or guarantee additional indebtedness without such non-guarantor subsidiary guaranteeing each such series of notes on a pari passu basis.  The indentures governing the notes also contain covenants that, among other things, limit Sirius XM's ability and the ability of its subsidiaries to create certain liens; enter into sale/leaseback transactions; and merge or consolidate. Under Sirius XM's debt agreements, the following generally constitute an event of default: (i) a default in the payment of interest; (ii) a default in the payment of principal; (iii) failure to comply with covenants; (iv) failure to pay other indebtedness after final maturity or acceleration of other indebtedness exceeding a specified amount; (v) certain events of bankruptcy; (vi) a judgment for payment of money exceeding a specified aggregate amount; and (vii) voidance of subsidiary guarantees, subject to grace periods where applicable.  If an event of default occurs and is continuing, our debt could become immediately due and payable. At June 30, 2024 and December 31, 2023, we were in compliance with our debt covenants.

v3.24.2.u1

Stockholders' Equity	6 Months Ended
	Jun. 30, 2024
Equity [Abstract]
Stockholders' Equity	Stockholders’ Equity Common Stock, par value $0.001 per share We are authorized to issue up to 9,000 shares of common stock. There were 3,851 and 3,843 shares of common stock issued and outstanding on June 30, 2024 and December 31, 2023, respectively. As of June 30, 2024, there were 228 shares of common stock reserved for issuance in connection with outstanding stock-based awards to members of our board of directors, employees and third parties. Quarterly Dividends During the six months ended June 30, 2024, our board of directors declared and paid the following dividends: Declaration Date Dividend Per Share Record Date Total Amount Payment Date January 24, 2024 $ 0.0266  February 9, 2024 $ 102  February 23, 2024 April 24, 2024 $ 0.0266  May 10, 2024 $ 103  May 29, 2024 Stock Repurchase Program As of June 30, 2024, our board of directors had approved for repurchase an aggregate of $18,000 of our common stock.  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 June 30, 2024, our cumulative repurchases since December 2012 under our stock repurchase program totaled 3,731 shares for $16,834, and $1,166 remained available for future share repurchases under our stock repurchase program. During the six months ended June 30, 2024, we did not repurchase any shares of our common stock. The following table summarizes our total share repurchase activity for the six months ended:   June 30, 2024 June 30, 2023 Share Repurchase Type Shares Amount Shares Amount Open Market Repurchases —  $ —  53  $ 202  Preferred Stock, par value $0.001 per share We are authorized to issue up to 50 shares of undesignated preferred stock with a liquidation preference of $0.001 per share.  There were no shares of preferred stock issued or outstanding as of June 30, 2024 and December 31, 2023.

v3.24.2.u1

Benefit Plans	6 Months Ended
	Jun. 30, 2024
Retirement Benefits [Abstract]
Benefit Plans	Benefit Plans  We recognized share-based payment expense of $46 and $42 for the three months ended June 30, 2024 and 2023, respectively, and $91 and $87 for the six months ended June 30, 2024 and 2023, respectively. 2015 Long-Term Stock Incentive Plan In May 2015, our stockholders approved the Sirius XM Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “2015 Plan”).  Employees, consultants and members of our board of directors are eligible to receive awards under the 2015 Plan.  The 2015 Plan provides for the grant of stock options, restricted stock awards, restricted stock units and other stock-based awards that the Compensation Committee of our Board of Directors deems appropriate.  Stock-based awards granted under the 2015 Plan are generally subject to a graded vesting requirement, which is generally three to four years from the grant date.  Stock options generally expire ten years from the date of grant.  Restricted stock units include performance-based restricted stock units (“PRSUs”), the vesting of which are subject to the achievement of performance goals and the employee's continued employment and generally cliff vest on the third anniversary of the grant date. Each restricted stock unit entitles the holder to receive one share of common stock upon vesting.  As of June 30, 2024, 79 shares of common stock were available for future grants under the 2015 Plan. The Compensation Committee intends to award equity-based compensation to our senior management in the form of: stock options, restricted stock units, PRSUs, which will cliff vest after a performance period target established by the Compensation Committee is achieved, and PRSUs, which will cliff vest after a performance period based on the performance of our common stock relative to the companies included in the S&P 500 Index, which we refer to as a relative “TSR” or “total stockholder return” metric. TSRs based on the relative total stockholder return metric will only vest if our performance achieves at least the 25th percentile, with a target payout requiring performance at the 50th percentile. The settlement of PRSUs earned in respect of the applicable performance period will be generally subject to the executive’s continued employment with us through the date the total stockholder return performance is certified by the Compensation Committee. Other Plans We maintain six share-based benefit plans in addition to the 2015 Plan — the Sirius XM Radio Inc. 2009 Long-Term Stock Incentive Plan, the Amended and Restated Sirius Satellite Radio 2003 Long-Term Stock Incentive Plan, the 2014 Stock Incentive Plan of AdsWizz Inc., the Pandora Media, Inc. 2011 Equity Incentive Plan, the Pandora Media, Inc. 2004 Stock Plan and the TheSavageBeast.com, Inc. 2000 Stock Incentive Plan. Excluding dividend equivalent units granted as a result of a declared dividend, no further awards may be made under these plans. The following table summarizes the weighted-average assumptions used to compute the fair value of options granted to employees, members of our board of directors and non-employees:   For the Three Months Ended June 30, For the Six Months Ended June 30,   2024 2023 2024 2023 Risk-free interest rate 4.7% 3.6% 4.4% 4.0% Expected life of options — years 3.75 3.80 3.76 3.80 Expected stock price volatility 41% 34% 40% 31% Expected dividend yield 3.9% 2.6% 2.8% 2.0% The following table summarizes stock option activity under our share-based plans for the six months ended June 30, 2024:   Options Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2023 122  $ 5.60  Granted 29  $ 4.19  Exercised (1) $ 3.56  Forfeited, cancelled or expired (6) $ 5.75  Outstanding as of June 30, 2024 144  $ 5.33  5.41 $ 1  Exercisable as of June 30, 2024 92  $ 5.57  4.14 $ —  The weighted average grant date fair value per stock option granted during the six months ended June 30, 2024 was $1.23.  The total intrinsic value of stock options exercised during each of the six months ended June 30, 2024 and 2023 was $1.  During the six months ended June 30, 2024, the number of net settled shares issued as a result of stock option exercises was less than 1. We recognized share-based payment expense associated with stock options of $8 and $7 for the three months ended June 30, 2024 and 2023, respectively, and $16 and $15 for the six months ended June 30, 2024 and 2023, respectively. The following table summarizes the restricted stock unit, including PRSU, activity under our share-based plans for the six months ended June 30, 2024:   Shares Grant Date Fair Value Per Share Nonvested as of December 31, 2023 89  $ 5.59  Granted 15  $ 4.30  Vested (12) $ 6.06  Forfeited (7) $ 5.54  Nonvested as of June 30, 2024 85  $ 5.27  The total intrinsic value of restricted stock units, including PRSUs, vesting during the six months ended June 30, 2024 and 2023 was $51 and $44, respectively. During the six months ended June 30, 2024, the number of net settled shares issued as a result of restricted stock units vesting totaled 8. During the six months ended June 30, 2024, we granted 9 PRSUs to certain employees. We believe it is probable that the performance target applicable to these PRSUs will be achieved. In connection with the cash dividends paid during the six months ended June 30, 2024, we granted 1 restricted stock units, including PRSUs, in accordance with the terms of existing award agreements. These grants did not result in any additional incremental share-based payment expense being recognized during the six months ended June 30, 2024. We recognized share-based payment expense associated with restricted stock units, including PRSUs, of $38 and $35 for the three months ended June 30, 2024 and 2023, respectively, and $75 and $72 for the six months ended June 30, 2024 and 2023, respectively. Total unrecognized compensation costs related to unvested share-based payment awards for stock options and restricted stock units, including PRSUs, granted to employees, members of our board of directors and third parties at June 30, 2024 and December 31, 2023 was $385 and $423, respectively.  The total unrecognized compensation costs at June 30, 2024 are expected to be recognized over a weighted-average period of 2.4 years. 401(k) Savings Plans Sirius XM sponsors the Sirius XM Radio Inc. 401(k) Savings Plan (the “Sirius XM Plan”) for eligible employees. The Sirius XM Plan allows eligible employees to voluntarily contribute from 1% to 50% of their pre-tax eligible earnings, subject to certain defined limits. We match 50% of an employee’s voluntary contributions per pay period on the first 6% of an employee’s pre-tax salary up to a maximum of 3% of eligible compensation.  We may also make additional discretionary matching, true-up matching and non-elective contributions to the Sirius XM Plan.  Employer matching contributions under the Sirius XM Plan vest at a rate of 33.33% for each year of employment and are fully vested after three years of employment for all current and future contributions.  Our cash employer matching contributions are not used to purchase shares of our common stock on the open market, unless the employee elects our common stock as their investment option for this contribution. We recognized expenses of $5 for each of the three months ended June 30, 2024 and 2023, and $11 for each of the six months ended June 30, 2024 and 2023 in connection with the Sirius XM Plan. Sirius XM Holdings Inc. Deferred Compensation Plan The Sirius XM Holdings Inc. Deferred Compensation Plan (the “DCP”) allows members of our board of directors and certain eligible employees to defer all or a portion of their base salary, cash incentive compensation and/or board of directors’ cash compensation, as applicable.  Pursuant to the terms of the DCP, we may elect to make additional contributions beyond amounts deferred by participants, but we are under no obligation to do so.  We have established a grantor (or “rabbi”) trust to facilitate the payment of our obligations under the DCP. Contributions to the DCP, net of withdrawals, were $(1) and less than $(1) for the three months ended June 30, 2024 and 2023, respectively, and $1 for each of the six months ended June 30, 2024 and 2023. As of June 30, 2024 and December 31, 2023, the fair value of the investments held in the trust were $58 and $53, respectively, which is included in Other long-term assets in our unaudited consolidated balance sheets and classified as trading securities.  Trading gains and losses associated with these investments are recorded in Other (expense) income within our unaudited consolidated statements of comprehensive income.  The associated liability is recorded within Other long-term liabilities in our unaudited consolidated balance sheets, and any increase or decrease in the liability is recorded in General and administrative expense within our unaudited consolidated statements of comprehensive income.  We recorded gains on investments held in the trust of $1 and $3 for the three months ended June 30, 2024 and 2023, respectively, and $5 for each of the six months ended June 30, 2024 and 2023.

v3.24.2.u1

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies  The following table summarizes our expected contractual cash commitments as of June 30, 2024:   2024 2025 2026 2027 2028 Thereafter Total Debt obligations $ 3  $ 6  $ 1,355  $ 1,500  $ 2,000  $ 4,249  $ 9,113  Cash interest payments 207  406  397  345  269  367  1,991  Satellite and transmission 163  211  92  41  1  4  512  Programming and content 199  347  238  148  79  63  1,074  Sales and marketing 52  29  18  6  1  —  106  Satellite incentive payments 4  8  3  3  3  12  33  Operating lease obligations 29  55  50  45  36  67  282  Royalties, minimum guarantees and other 331  550  695  267  262  275  2,380  Total (1) $ 988  $ 1,612  $ 2,848  $ 2,355  $ 2,651  $ 5,037  $ 15,491  (1)The table does not include our reserve for uncertain tax positions, which at June 30, 2024 totaled $71. Debt obligations.    Debt obligations include principal payments on outstanding debt and finance lease obligations. Cash interest payments.    Cash interest payments include interest due on outstanding debt and capital lease payments through maturity. Satellite and transmission.    We have entered into agreements for the design, construction and launch of four additional satellites, SXM-9, SXM-10, SXM-11 and SXM-12. We also have entered into agreements with third parties to operate and maintain satellite telemetry, tracking and control facilities and certain components of our terrestrial repeater networks. Programming and content.    We have entered into various programming and content agreements. Under the terms of these agreements, our obligations include fixed payments, advertising commitments and revenue sharing arrangements. In certain of these agreements, the future revenue sharing costs are dependent upon many factors and are difficult to estimate; therefore, they are not included in our minimum contractual cash commitments. Sales and marketing.    We have entered into various marketing, sponsorship and distribution agreements to promote our brands and are obligated to make payments to sponsors, retailers, automakers, radio manufacturers and other third parties under these agreements. Certain programming and content agreements also require us to purchase advertising on properties owned or controlled by the licensors. Satellite incentive payments.    Maxar Technologies (formerly Space Systems/Loral), the manufacturer of certain of our in-orbit satellites, may be entitled to future in-orbit performance payments upon XM-5, SIRIUS FM-5, SIRIUS FM-6, and SXM-8 meeting their fifteen-year design life, which we expect to occur. Operating lease obligations.    We have entered into both cancelable and non-cancelable operating leases for office space, terrestrial repeaters, data centers and equipment. These leases provide for minimum lease payments, additional operating expense charges, leasehold improvements and rent escalations that have initial terms ranging from one to fifteen years, and certain leases have options to renew. Royalties, Minimum Guarantees and Other. We have entered into music royalty arrangements that include fixed payments. In addition, certain of our podcast agreements also contain minimum guarantees. As of June 30, 2024, we had future fixed commitments related to music royalty and podcast agreements of $912, of which $141 will be paid in 2024 and the remainder will be paid thereafter. On a quarterly basis, we record the greater of the cumulative actual content costs incurred or the cumulative minimum guarantee based on forecasts for the minimum guarantee period. The minimum guarantee period is the period of time that the minimum guarantee relates to, as specified in each agreement, which may be annual or a longer period. The cumulative minimum guarantee, based on forecasts, considers factors such as listening hours, downloads, revenue, subscribers and other terms of each agreement that impact our expected attainment or recoupment of the minimum guarantees based on the relative attribution method. We have entered into certain tax equity investments in which we expect to make future contributions. These future contributions are expected to be made over the remaining respective terms of the investments and totaled $767 as of June 30, 2024, of which $33 is expected to be paid in 2024 and the remainder thereafter. Several of our content agreements also include provisions related to the royalty payments and structures of those agreements relative to other content licensing arrangements, which, if triggered, cause our payments under those agreements to escalate. In addition, record labels, publishers and performing rights organizations with whom we have entered into direct license agreements have the right to audit our content payments, and such audits often result in disputes over whether we have paid the proper content costs. We have also entered into various agreements with third parties for general operating purposes. In addition to the minimum contractual cash commitments described above, we have entered into other variable cost arrangements. These future costs are dependent upon many factors and are difficult to anticipate; however, these costs may be substantial. We may enter into additional programming, distribution, marketing and other agreements that contain similar variable cost provisions. We do not have any other significant off-balance sheet financing arrangements that are reasonably likely to have a material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources. Legal Proceedings In the ordinary course of business, we are a defendant or party to various claims and lawsuits, including those discussed below. We record a liability when we believe that it is both probable that a liability will be incurred, and the amount of loss can be reasonably estimated. We evaluate developments in legal matters that could affect the amount of liability that has been previously accrued and make adjustments as appropriate. Significant judgment is required to determine both probability and the estimated amount of a loss or potential loss. We may be unable to reasonably estimate the possible loss or range of loss for a particular legal contingency for various reasons, including, among others, because: (i) the damages sought are indeterminate; (ii) the proceedings are in the relative early stages; (iii) there is uncertainty as to the outcome of pending proceedings (including motions and appeals); (iv) there is uncertainty as to the likelihood of settlement and the outcome of any negotiations with respect thereto; (v) there remain significant factual issues to be determined or resolved; (vi) the relevant law is unsettled; or (vii) the proceedings involve novel or untested legal theories. In such instances, there may be considerable uncertainty regarding the ultimate resolution of such matters, including the likelihood or magnitude of a possible eventual loss, if any. New York State v. Sirius XM Radio Inc. On December 20, 2023, the People of the State of New York, by Letitia James, Attorney General of the State of New York (the “NY AG”), filed a Petition in the Supreme Court of the State of New York, New York County, against Sirius XM. The Petition alleges various violations of New York law and the federal Restore Online Shoppers’ Confidence Act (“ROSCA”) arising out of our subscription cancellation practices. In general, the Petition alleges that Sirius XM requires consumers to devote an excessive amount of time to cancel subscriptions and have not implemented cancellation processes that are simple and efficient. The Petition claims to be brought under certain provisions of New York law that authorize the NY AG to initiate special proceedings seeking injunctive and other equitable relief in cases of persistent business fraud or illegality. The Petition seeks: a permanent injunction against violating provisions of New York law and ROSCA arising out of the alleged deceptive practices associated with our subscription cancellation procedures; an accounting of each consumer who cancelled, or sought to cancel, a satellite radio subscription, including the duration of the cancel interaction and the funds collected from such consumers after that interaction; monetary restitution and damages to aggrieved consumers; disgorgement of all profits resulting from the alleged improper acts; civil penalties; and the NY AG’s costs. In March 2024, Sirius XM filed its Answer to the Petition which was supported by various factual declarations and asserts affirmative defenses to the allegations contained in the Petition. In connection with the Answer, Sirius XM cross moved for summary judgment with respect to various claims asserted in the Petition. In April 2024, the NY AG filed its responsive pleadings in support of the Petition and in opposition to Sirius XM’s cross motion for summary judgment. In May 2024, Sirius XM filed a further opposition to the Petition, and a reply in support of its cross-motion. The Petition and Sirius XM’s cross- motion are now fully submitted. The parties have jointly requested that the Court set oral argument; the Court has yet to act upon that request. Sirius XM believes it has substantial defenses to the action and intends to defend this action vigorously. U.S. Music Royalty Fee Actions and Mass Arbitrations. A number of class actions and mass arbitrations have been commenced against Sirius XM relating to our pricing, billing and subscription marketing practices. Although each class action and mass arbitration contains unique allegations; in general, the actions and arbitrations allege that Sirius XM falsely advertised its music subscription plans at lower prices than it actually charges, that it allegedly did not disclose its “U.S. Music Royalty Fee”, and that Sirius XM has taken other actions to prevent customers from discovering the existence, amount and nature of the U.S. Music Royalty Fee in violation of various state consumer protection laws. The plaintiffs and claimants seek to enjoin Sirius XM from advertising its music subscription plans without more specifically disclosing the existence and amount of the U.S. Music Royalty Fee. The plaintiffs and claimants also seek disgorgement, restitution and/or damages in the aggregate amount of U.S Music Royalty Fees paid by customers, as well as statutory and punitive damages where available. To date, the actions and arbitrations filed against Sirius XM include: •On April 14, 2023, Ayana Stevenson and David Ambrose, individually, as private attorneys general, and on behalf of all other California persons similarly situated, filed a class action complaint against Sirius XM in the Superior Court of the State of California, County of Contra Costa. The case was removed to the United States District Court for the Northern District of California, which issued an Order on November 9, 2023 granting Sirius XM’s Motion to Compel Arbitration and dismissed the complaint. Plaintiffs appealed the Court’s granting of the Motion, and Sirius XM cross-appealed the Court’s dismissal in lieu of the issuance of a stay pending arbitration. The appeal and cross-appeal have been dismissed leaving the District Court’s order compelling arbitration in place. •On May 17, 2023, Robyn Posternock, Muriel Salters and Philip Munning, individually, as private attorneys general, and on behalf of all other New Jersey persons similarly situated, filed a class action complaint against Sirius XM in the United States District Court for the District of New Jersey. Sirius XM filed a Motion to Compel Arbitration on August 18, 2023. Sirius XM renewed that motion on June 14, 2024 and the renewed motion remains pending. •On June 5, 2023, Christopher Carovillano and Steven Brandt, individually, as private attorneys general, and on behalf of all other U.S. persons similarly situated (excluding persons in the states of California, New Jersey and Washington), filed a class action complaint against Sirius XM in the United States District Court for the Southern District of New York. On February 6, 2024, the Court issued an Order denying Sirius XM’s Motion to Dismiss and Sirius XM filed an Answer to the complaint on February 20, 2024. On May 24, 2024, Sirius XM filed a Motion for Partial Summary Judgment and to Strike Class Allegations. On July 18, 2024, the Court issued an Opinion and Order granting Sirius XM’s motion for partial summary judgment and striking the plaintiffs’ class allegations. This case is now expected to proceed solely as to plaintiffs’ individual claims. •On June 1, 2024, Elenamarie Burns, Jacqueline Gardner, and Lynne Silver filed a petition on behalf of 7,628 individuals in the Commercial Division of the Supreme Court of New York, County of New York, seeking to compel Sirius XM to arbitrate and advance the payment of American Arbitration Association (the “AAA”) arbitration fees in connection with individual arbitrations. On July 3, 2024, those petitioners filed an amended petition seeking the same relief on behalf of a revised list of 7,628 petitioners. The Court has not taken any action in connection with the amended petition. •On June 14, 2024, Kara Kirkpatrick, Gillian Maxfield, Anna Demarco and Cody Michael, individually and on behalf of all other Oregon persons similarly situated, filed a class action complaint against Sirius XM in the United States District Court for the District of Oregon. •On June 21, 2024, Cindy Balmores, Justin Braswell, Deborah Garvin, and Thea Anderson, individually, as private attorneys general, and on behalf of all other Washington persons similarly situated, filed a class action complaint against Sirius XM in the United States District Court for the Western District of Washington. •On June 25, 2024, Denise Woods and Sherry Tapia, individually, as private attorneys general, and on behalf of all other California persons similarly situated, filed a class action complaint against Sirius XM in the United States District Court for the Northern District of California. On July 3, 2024, plaintiffs filed an administrative motion to relate this case to the earlier filed Stevenson case. •On June 26, 2024, Bonnie Wilson, individually and on behalf of all other U.S. persons similarly situated, filed a class action complaint against Sirius XM in the United States District Court for the Southern District of New York. •Commencing in June 2023, various law firms began filing mass arbitration claims against Sirius XM before the AAA. Collectively, the law firms purport to act on behalf of approximately 70,000 claimants. Several of the law firms have asserted additional causes of action under the Electronic Funds Transfer Act. Sirius XM believes it has substantial defenses to the claims asserted in these actions and arbitrations, and it intends to defend these actions vigorously. Other Matters.  In the ordinary course of business, we are a defendant in various other lawsuits and arbitration proceedings, including derivative actions; actions filed by subscribers, both on behalf of themselves and on a class action basis; former employees; parties to contracts or leases; and owners of patents, trademarks, copyrights or other intellectual property. None of these other matters, in our opinion, is likely to have a material adverse effect on our business, financial condition or results of operations.

v3.24.2.u1

Income Taxes	6 Months Ended
	Jun. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes We have historically filed a consolidated federal income tax return for all of our wholly owned subsidiaries, including Sirius XM and Pandora. On February 1, 2021, we entered into a tax sharing agreement with Liberty Media governing the allocation of consolidated U.S. income tax liabilities and setting forth agreements with respect to other tax matters. The tax sharing agreement contains provisions that we believe are customary for tax sharing agreements between members of a consolidated group. On November 3, 2021, Liberty Media informed us that it beneficially owned over 80% of the outstanding shares of our common stock; as a result of this, we were included in the consolidated tax return of Liberty Media beginning November 4, 2021. The tax sharing agreement and our inclusion in Liberty Media’s consolidated tax group has not had any material adverse effect on us. We have calculated the provision for income taxes by using a separate return method.  Any difference between the tax expense (or benefit) allocated to us under the separate return method and payments to be made for (or received from) Liberty Media for tax expense are treated as either dividends or capital contributions. Income tax expense was $89 and $62 for the three months ended June 30, 2024 and 2023, respectively, and $168 and $138 for the six months ended June 30, 2024 and 2023, respectively. Our effective tax rate for the three months ended June 30, 2024 and 2023 was 22.0% and 16.7%, respectively. Our effective tax rate for the six months ended June 30, 2024 and 2023 was 22.4% and 20.3%, respectively. The effective tax rate for the three and six months ended June 30, 2024 was negatively impacted by tax losses related to share-based compensation. The effective tax rate for the three and six months ended June 30, 2023 was primarily impacted by the release of valuation reserves against state net operating losses we now expect to realize. We estimate our effective tax rate for the year ending December 31, 2024 will be approximately 22%. During the three and six months ended June 30, 2024, we recognized net tax benefits of $12 and $16, respectively, related to our tax equity investments. These recognized net tax benefits were recorded to Income tax expense in our unaudited consolidated statement of comprehensive income. During the three and six months ended June 30, 2024, the net tax benefits included tax credits and other income tax benefits of $54 and $79, respectively, which were partially offset by amortization expense of $42 and $63, respectively. Refer to Note 10 for more information on our tax equity investments. As of each of June 30, 2024 and December 31, 2023, we had a valuation allowance related to deferred tax assets of $88 that were not likely to be realized due to the timing of certain federal and state net operating loss limitations.

v3.24.2.u1

Segments and Geographic Information	6 Months Ended
	Jun. 30, 2024
Segment Reporting [Abstract]
Segments and Geographic Information	Segments and Geographic Information In accordance with FASB ASC Topic 280, Segment Reporting, we disaggregate our operations into two reportable segments: Sirius XM and Pandora and Off-platform. The financial results of these segments are utilized by the chief operating decision maker, who is our Chief Executive Officer, for evaluating segment performance and allocating resources. We report our segment information based on the "management" approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of our reportable segments. For additional information on our segments refer to Note 1. Segment results include the revenues and cost of services which are directly attributable to each segment. There are no indirect revenues or costs incurred that are allocated to the segments. There are planned intersegment advertising campaigns which will be eliminated. We had intersegment advertising revenue of $1 and less than $1 during the three months ended June 30, 2024 and 2023, respectively, and $2 and $1 during the six months ended June 30, 2024 and 2023, respectively. Segment revenue and gross profit were as follows during the period presented: For the Three Months Ended June 30, 2024 Sirius XM Pandora and Off-platform Total Revenue Subscriber revenue $ 1,520  $ 138  $ 1,658  Advertising revenue 43  400  443  Equipment revenue 47  —  47  Other revenue 30  —  30  Total revenue 1,640  538  2,178  Cost of services (a) (654) (358) (1,012) Segment gross profit $ 986  $ 180  $ 1,166  The reconciliation between reportable segment gross profit to consolidated income before income tax is as follows: For the Three Months Ended June 30, 2024 Segment Gross Profit $ 1,166  Subscriber acquisition costs (92) Sales and marketing (a) (217) Engineering, design and development (a) (60) General and administrative (a) (95) Depreciation and amortization (133) Share-based payment expense (46) Impairment, restructuring and acquisition costs (18) Total other expense (100) Consolidated income before income taxes $ 405  (a)     Share-based payment expense of $11 related to cost of services, $11 related to sales and marketing, $11 related to engineering, design and development and $13 related to general and administrative has been excluded. For the Three Months Ended June 30, 2023 Sirius XM Pandora and Off-platform Total Revenue Subscriber revenue $ 1,597  $ 128  $ 1,725  Advertising revenue 45  400  445  Equipment revenue 47  —  47  Other revenue 33  —  33  Total revenue 1,722  528  2,250  Cost of services (b) (675) (376) (1,051) Segment gross profit $ 1,047  $ 152  $ 1,199      The reconciliation between reportable segment gross profit to consolidated income before income tax is as follows: For the Three Months Ended June 30, 2023 Segment Gross Profit $ 1,199  Subscriber acquisition costs (93) Sales and marketing (b) (209) Engineering, design and development (b) (72) General and administrative (b) (147) Depreciation and amortization (139) Share-based payment expense (42) Impairment, restructuring and acquisition costs (18) Total other expense (107) Consolidated income before income taxes $ 372  (b)     Share-based payment expense of $10 related to cost of services, $11 related to sales and marketing, $11 related to engineering, design and development and $10 related to general and administrative has been excluded. For the Six Months Ended June 30, 2024 Sirius XM Pandora and Off-platform Total Revenue Subscriber revenue $ 3,067  $ 271  $ 3,338  Advertising revenue 83  762  845  Equipment revenue 97  —  97  Other revenue 60  —  60  Total revenue 3,307  1,033  4,340  Cost of services (c) (1,329) (709) (2,038) Segment gross profit $ 1,978  $ 324  $ 2,302  The reconciliation between reportable segment gross profit to consolidated income before income tax is as follows: For the Six Months Ended June 30, 2024 Segment Gross Profit $ 2,302  Subscriber acquisition costs (182) Sales and marketing (c) (434) Engineering, design and development (c) (134) General and administrative (c) (200) Depreciation and amortization (273) Share-based payment expense (91) Impairment, restructuring and acquisition costs (46) Total other expense (192) Consolidated income before income taxes $ 750  (c)     Share-based payment expense of $22 related to cost of services, $23 related to sales and marketing, $23 related to engineering, design and development and $23 related to general and administrative has been excluded. For the Six Months Ended June 30, 2023 Sirius XM Pandora and Off-platform Total Revenue Subscriber revenue $ 3,160  $ 257  $ 3,417  Advertising revenue 85  734  819  Equipment revenue 93  —  93  Other revenue 65  —  65  Total revenue 3,403  991  4,394  Cost of services (d) (1,340) (727) (2,067) Segment gross profit $ 2,063  $ 264  $ 2,327  The reconciliation between reportable segment gross profit to consolidated income before income tax is as follows: For the Six Months Ended June 30, 2023 Segment Gross Profit $ 2,327  Subscriber acquisition costs (183) Sales and marketing (d) (423) Engineering, design and development (d) (140) General and administrative (d) (278) Depreciation and amortization (275) Share-based payment expense (87) Impairment, restructuring and acquisition costs (50) Total other expense (210) Consolidated income before income taxes $ 681  (d)     Share-based payment expense of $20 related to cost of services, $20 related to sales and marketing, $22 related to engineering, design and development and $25 related to general and administrative has been excluded. A measure of segment assets is not currently provided to the Chief Executive Officer and has therefore not been provided. As of June 30, 2024, long-lived assets were predominantly located in the United States. No individual foreign country represented a material portion of our consolidated revenue during the three and six months ended June 30, 2024 and 2023.

v3.24.2.u1

Subsequent Events	6 Months Ended
	Jun. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Capital Return Program On July 24, 2024, our board of directors declared a quarterly dividend on our common stock in the amount of $0.0266 per share of common stock payable on August 26, 2024 to stockholders of record as of the close of business on August 9, 2024.

v3.24.2.u1

Pay vs Performance Disclosure - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net income	$ 582	$ 543

v3.24.2.u1

Insider Trading Arrangements	3 Months Ended	6 Months Ended
	Jun. 30, 2024 shares	Jun. 30, 2024 shares
Trading Arrangements, by Individual
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Expiration Date	October 31, 2024
Carl Vogel [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		On May 1, 2024, Carl Vogel, a member of our Board of Directors, entered into a 10b5-1 sales plan (the “Vogel 10b5-1 Sales Plan”) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The Vogel 10b5-1 Sales Plan will be in effect until the earlier of (1) October 31, 2024 and (2) the date on which an aggregate of 408,296 shares of our common stock have been sold under the Vogel 10b5-1 Sales Plan.
Name	Carl Vogel
Title	Board of Directors
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	May 1, 2024
Arrangement Duration	183 days
Aggregate Available	408,296	408,296

v3.24.2.u1

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited consolidated financial statements of Holdings have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All significant intercompany transactions have been eliminated in consolidation. Certain numbers in our prior period unaudited consolidated financial statements and footnotes have been reclassified or consolidated to conform to our current period presentation. In the opinion of our management, all normal recurring adjustments necessary for a fair presentation of our unaudited consolidated financial statements as of June 30, 2024 and for the three and six months ended June 30, 2024 and 2023 have been made. Interim results are not necessarily indicative of the results that may be expected for a full year. This Quarterly Report on Form 10-Q should be read together with our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 1, 2024.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes.  Estimates, by their nature, are based on judgment and available information.  Actual results could differ materially from those estimates.  Significant estimates inherent in the preparation of the accompanying unaudited consolidated financial statements include asset impairment, depreciable lives of our satellites, share-based payment expense and income taxes.
Recent Accounting Pronouncements/Recently Adopted Accounting Policies	Recent Accounting Pronouncements Accounting Standard Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, which requires more detailed income tax disclosures. The guidance requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We are evaluating the disclosure requirements related to the new standard. Accounting Standard Update 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). In November 2023, the FASB issued ASU 2023-07, which is intended to improve reportable segment disclosure requirements, primarily through additional disclosures about significant segment expenses. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. We are evaluating the disclosure requirements related to the new standard. Recently Adopted Accounting Policies In March 2023, the FASB issued ASU 2023-02, Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method, which expands the population of investments for which an investor may elect to apply the proportional amortization method. Under this ASU, an investor in a tax equity investment may elect the proportional amortization method for qualifying investments on a tax credit program-by-program basis. This ASU became effective in the first quarter of 2024. We adopted ASU 2023-02 as of January 1, 2024 using the modified retrospective approach. Adoption of the new standard resulted in the recording of additional Equity method investments, Related party current liabilities, Other Long-term liabilities, Deferred tax liabilities and a cumulative effect adjustment to opening accumulated deficit.
Fair Value Measurements	Fair Value Measurements For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are based on unadjusted quoted prices in active markets for identical instruments. Level 2 inputs are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability.
Earnings per Share	Basic net income per common share is calculated by dividing the income available to common stockholders by the weighted average common shares outstanding during each reporting period.  Diluted net income per common share adjusts the weighted average number of common shares outstanding for the potential dilution that could occur if common stock equivalents (stock options, restricted stock units and convertible debt) were exercised or converted into common stock, calculated using the treasury stock method.
Receivables, net	Receivables, net, includes customer accounts receivable, receivables from distributors and other receivables. We do not have any customer receivables that individually represent more than ten percent of our receivables. Customer accounts receivable, net, includes receivables from our subscribers and advertising customers, including advertising agencies and other customers, and is stated at amounts due, net of an allowance for doubtful accounts. Our allowance for doubtful accounts is based upon our assessment of various factors.  We consider historical experience, the age of the receivable balances, current economic conditions, industry experience and other factors that may affect the counterparty’s ability to pay.  Bad debt expense is included in Customer service and billing expense in our unaudited consolidated statements of comprehensive income. Receivables from distributors primarily include billed and unbilled amounts due from automakers for services included in the sale or lease price of vehicles, as well as billed amounts due from wholesale distributors of our satellite radios.  Other receivables primarily include amounts due from manufacturers of our radios, modules and chipsets where we are entitled to subsidies and royalties based on the number of units produced.  We have not established an allowance for doubtful accounts for our receivables from distributors or other receivables as we have historically not experienced any significant collection issues with automakers or other third parties and do not expect issues in the foreseeable future.
Goodwill	Goodwill represents the excess of the purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired in business combinations. Our annual impairment assessment of our two reporting units is performed as of the fourth quarter of each year, and an assessment is performed at other times if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. ASC 350, Intangibles - Goodwill and Other, states that an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value.
Indefinite Life Intangible Assets	Indefinite Life Intangible Assets We have identified our FCC licenses and XM and Pandora trademarks as indefinite life intangible assets after considering the expected use of the assets, the regulatory and economic environment within which they are used and the effects of obsolescence on their use. We hold FCC licenses to operate our satellite digital audio radio service and provide ancillary services. Each of the FCC licenses authorizes us to use radio spectrum, a reusable resource that does not deplete or exhaust over time.
Equity Method Investments	Sirius XM Canada is accounted for as an equity method investment, and its results are not consolidated in our unaudited consolidated financial statements. Sirius XM Canada does not meet the requirements for consolidation as we do not have the ability to direct the most significant activities that impact Sirius XM Canada's economic performance.
Commitments and Contingencies	We record a liability when we believe that it is both probable that a liability will be incurred, and the amount of loss can be reasonably estimated. We evaluate developments in legal matters that could affect the amount of liability that has been previously accrued and make adjustments as appropriate. Significant judgment is required to determine both probability and the estimated amount of a loss or potential loss. We may be unable to reasonably estimate the possible loss or range of loss for a particular legal contingency for various reasons, including, among others, because: (i) the damages sought are indeterminate; (ii) the proceedings are in the relative early stages; (iii) there is uncertainty as to the outcome of pending proceedings (including motions and appeals); (iv) there is uncertainty as to the likelihood of settlement and the outcome of any negotiations with respect thereto; (v) there remain significant factual issues to be determined or resolved; (vi) the relevant law is unsettled; or (vii) the proceedings involve novel or untested legal theories. In such instances, there may be considerable uncertainty regarding the ultimate resolution of such matters, including the likelihood or magnitude of a possible eventual loss, if any.

v3.24.2.u1

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Schedule of New ASU Adoption Impact on Financial Statements	The effects of the changes made to our unaudited consolidated balance sheet as of January 1, 2024 for the adoption of ASU 2023-02 are included in the table below. Balance at December 31, 2023 Adjustments Due to ASU 2023-02 Balance at January 1, 2024 Balance Sheet Equity method investments $ 526  $ 122  $ 648  Related party current liabilities $ 8  $ 15  $ 23  Other long-term liabilities $ 134  $ 109  $ 243  Deferred tax liabilities $ 509  $ (5) $ 504  Accumulated deficit $ (2,572) $ 3  $ (2,569)
Schedule of Assets and Liabilities Measured at Fair Value	Our liabilities measured at fair value were as follows:   June 30, 2024 December 31, 2023   Level 1 Level 2 Level 3 Total Fair Value Level 1 Level 2 Level 3 Total Fair Value Liabilities:                 Debt (a) —  $ 8,193  —  $ 8,193  —  $ 8,523  —  $ 8,523  (a)The fair value for non-publicly traded debt is based upon estimates from a market maker and brokerage firm.  Refer to Note 11 for information related to the carrying value of our debt as of June 30, 2024 and December 31, 2023.

v3.24.2.u1

Earnings per Share (Tables)	6 Months Ended
	Jun. 30, 2024
Earnings Per Share [Abstract]
Schedule of Earnings Per Share, Basic and Diluted	For the Three Months Ended June 30, For the Six Months Ended June 30,   2024 2023 2024 2023 Numerator:     Net Income available to common stockholders for basic net income per common share $ 316  $ 310  $ 582  $ 543  Effect of interest on assumed conversions of convertible notes, net of tax —  —  —  1  Net Income available to common stockholders for dilutive net income per common share $ 316  $ 310  $ 582  $ 544  Denominator:       Weighted average common shares outstanding for basic net income per common share 3,848  3,861  3,846  3,875  Weighted average impact of assumed convertible notes —  3  —  3  Weighted average impact of dilutive equity instruments 7  9  12  14  Weighted average shares for diluted net income per common share 3,855  3,873  3,858  3,892  Net income per common share:       Basic $ 0.08  $ 0.08  $ 0.15  $ 0.14  Diluted $ 0.08  $ 0.08  $ 0.15  $ 0.14

v3.24.2.u1

Receivables, net (Tables)	6 Months Ended
	Jun. 30, 2024
Receivables [Abstract]
Schedule of Accounts Receivable, Net	Receivables, net, consists of the following:   June 30, 2024 December 31, 2023 Gross customer accounts receivable $ 562  $ 631  Allowance for doubtful accounts (9) (15) Customer accounts receivable, net $ 553  $ 616  Receivables from distributors 57  56  Other receivables 34  37  Total receivables, net $ 644  $ 709

v3.24.2.u1

Intangible Assets (Tables)	6 Months Ended
	Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Indefinite-Lived Intangible Assets	Our intangible assets include the following:     June 30, 2024 December 31, 2023   Weighted Average Useful Lives Gross Carrying Value Accumulated Amortization Net  Carrying Value Gross Carrying Value Accumulated Amortization Net  Carrying Value Indefinite life intangible assets:               FCC licenses Indefinite $ 2,084  $ —  $ 2,084  $ 2,084  $ —  $ 2,084  Trademarks Indefinite 250  —  250  250  —  250  Definite life intangible assets:               OEM relationships 15 years 220  (156) 64  220  (149) 71  Licensing agreements 12 years 3  (3) —  3  (3) —  Software and technology 7 years 28  (23) 5  28  (22) 6  Due to Acquisitions recorded to Pandora and Off-platform Reporting Unit: Indefinite life intangible assets: Trademarks Indefinite 312  —  312  312  —  312  Definite life intangible assets: Customer relationships 8 years 442  (305) 137  442  (279) 163  Software and technology 5 years 391  (379) 12  391  (372) 19  Total intangible assets   $ 3,730  $ (866) $ 2,864  $ 3,730  $ (825) $ 2,905
Schedule of Finite-Lived Intangible Assets	Our intangible assets include the following:     June 30, 2024 December 31, 2023   Weighted Average Useful Lives Gross Carrying Value Accumulated Amortization Net  Carrying Value Gross Carrying Value Accumulated Amortization Net  Carrying Value Indefinite life intangible assets:               FCC licenses Indefinite $ 2,084  $ —  $ 2,084  $ 2,084  $ —  $ 2,084  Trademarks Indefinite 250  —  250  250  —  250  Definite life intangible assets:               OEM relationships 15 years 220  (156) 64  220  (149) 71  Licensing agreements 12 years 3  (3) —  3  (3) —  Software and technology 7 years 28  (23) 5  28  (22) 6  Due to Acquisitions recorded to Pandora and Off-platform Reporting Unit: Indefinite life intangible assets: Trademarks Indefinite 312  —  312  312  —  312  Definite life intangible assets: Customer relationships 8 years 442  (305) 137  442  (279) 163  Software and technology 5 years 391  (379) 12  391  (372) 19  Total intangible assets   $ 3,730  $ (866) $ 2,864  $ 3,730  $ (825) $ 2,905
Schedule of Expected Future Amortization Expense	The expected amortization expense for each of the fiscal years 2024 through 2028 and for periods thereafter is as follows: Years ending December 31, Amount 2024 (remaining) $ 36  2025 71  2026 71  2027 25  2028 15  Thereafter —  Total definite life intangible assets, net $ 218

v3.24.2.u1

Property and Equipment (Tables)	6 Months Ended
	Jun. 30, 2024
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment, Net	Property and equipment, net, consists of the following:   June 30, 2024 December 31, 2023 Satellite system $ 1,598  $ 1,598  Terrestrial repeater network 117  117  Leasehold improvements 112  106  Broadcast studio equipment 157  146  Capitalized software and hardware 2,175  2,178  Satellite telemetry, tracking and control facilities 86  84  Furniture, fixtures, equipment and other 109  110  Land 32  32  Building 75  74  Construction in progress 867  538  Total property and equipment 5,328  4,983  Accumulated depreciation (3,454) (3,229) Property and equipment, net $ 1,874  $ 1,754  Construction in progress consists of the following:   June 30, 2024 December 31, 2023 Satellite system $ 613  $ 490  Terrestrial repeater network 9  7  Capitalized software and hardware 227  17  Other 18  24  Construction in progress $ 867  $ 538
Schedule of Orbiting Satellites	The chart below provides certain information on our satellites as of June 30, 2024: Satellite Description Year Delivered Estimated End of Depreciable Life FCC License Expiration Year SIRIUS FM-5 2009 2024 2025 SIRIUS FM-6 2013 2028 2030 XM-3 2005 2020 2026 XM-5 2010 2025 2026 SXM-8 2021 2036 2029

v3.24.2.u1

Leases (Tables)	6 Months Ended
	Jun. 30, 2024
Leases [Abstract]
Schedule of Components of Lease Expense	The components of lease expense were as follows: For the Three Months Ended June 30, For the Six Months Ended June 30, 2024 2023 2024 2023 Operating lease cost $ 16  $ 11  $ 31  $ 32  Finance lease cost 2  1  3  1  Sublease income (1) (1) (2) (2) Total lease cost $ 17  $ 11  $ 32  $ 31

v3.24.2.u1

Debt (Tables)	6 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
Schedule of Long-term Debt Instruments	Our debt as of June 30, 2024 and December 31, 2023 consisted of the following:           Principal Amount at Carrying value(a) at Issuer / Borrower Issued Debt Maturity Date Interest Payable June 30, 2024 June 30, 2024 December 31, 2023 Sirius XM (b) (d) April 2022 Incremental Term Loan April 11, 2024 variable fee paid monthly —  —  500  Sirius XM (b) August 2021 3.125% Senior Notes September 1, 2026 semi-annually on March 1 and September 1 1,000  995  994  Sirius XM (b) July 2017 5.00% Senior Notes August 1, 2027 semi-annually on February 1 and August 1 1,500  1,495  1,494  Sirius XM (b) June 2021 4.00% Senior Notes July 15, 2028 semi-annually on January 15 and July 15 2,000  1,986  1,985  Sirius XM (b) June 2019 5.500% Senior Notes July 1, 2029 semi-annually on January 1 and July 1 1,250  1,242  1,241  Sirius XM (b) June 2020 4.125% Senior Notes July 1, 2030 semi-annually on January 1 and July 1 1,500  1,489  1,488  Sirius XM (b) August 2021 3.875% Senior Notes September 1, 2031 semi-annually on March 1 and September 1 1,500  1,487  1,487  Sirius XM (c) (e) December 2012 Senior Secured Revolving Credit Facility (the "Credit Facility") August 31, 2026 variable fee paid quarterly 350  350  —  Sirius XM Various Finance leases Various  n/a  n/a 13  15  Total Debt 9,057  9,204  Less: total current maturities 5  505  Less: total deferred financing costs 8  9  Total long-term debt $ 9,044  $ 8,690  (a)The carrying value of the obligations is net of any remaining unamortized original issue discount. (b)All material domestic subsidiaries, including Pandora and its subsidiaries, that guarantee the Credit Facility have guaranteed the Incremental Term Loan and these notes. (c)In August 2021, Sirius XM entered into an amendment to extend the maturity of the $1,750 Credit Facility to August 31, 2026. Sirius XM's obligations under the Credit Facility are guaranteed by its material domestic subsidiaries, including Pandora and its subsidiaries, and are secured by a lien on substantially all of Sirius XM's assets and the assets of its material domestic subsidiaries.  Sirius XM's borrowings are based on the Secured Overnight Financing Rate (“SOFR”) plus an applicable rate based on its debt to operating cash flow ratio. Sirius XM is also required to pay a variable fee on the average daily unused portion of the Credit Facility which is payable on a quarterly basis.  The variable rate for the unused portion of the Credit Facility was 0.25% per annum as of June 30, 2024.  All of Sirius XM's outstanding borrowings under the Credit Facility are classified as Long-term debt within our unaudited consolidated balance sheets due to the long-term maturity of this debt. (d)In April 2022, Sirius XM entered into an amendment to the Credit Facility to incorporate an Incremental Term Loan borrowing of $500. Interest on the Incremental Term Loan borrowing was based on SOFR plus an applicable rate. On April 11, 2024, the Incremental Term Loan matured and was retired with cash for 100% of the principal amount plus accrued and unpaid interest to the date of maturity. (e)On January 26, 2024, Sirius XM entered into an amendment to the Credit Facility to, among other things, incorporate a $1,100 delayed draw incremental term loan. Subject to the conditions described in the amendment, the delayed draw incremental term loan shall be available to be drawn by Sirius XM in up to three separate drawings until December 31, 2024. If drawn, interest on the delayed draw incremental term loan is based on SOFR plus an applicable rate.

v3.24.2.u1

Stockholders' Equity (Tables)	6 Months Ended
	Jun. 30, 2024
Equity [Abstract]
Schedule of Dividends Declared	During the six months ended June 30, 2024, our board of directors declared and paid the following dividends: Declaration Date Dividend Per Share Record Date Total Amount Payment Date January 24, 2024 $ 0.0266  February 9, 2024 $ 102  February 23, 2024 April 24, 2024 $ 0.0266  May 10, 2024 $ 103  May 29, 2024
Schedule of Repurchase Agreements	The following table summarizes our total share repurchase activity for the six months ended:   June 30, 2024 June 30, 2023 Share Repurchase Type Shares Amount Shares Amount Open Market Repurchases —  $ —  53  $ 202

v3.24.2.u1

Benefit Plans (Tables)	6 Months Ended
	Jun. 30, 2024
Retirement Benefits [Abstract]
Schedule of Fair Value of Options Granted	The following table summarizes the weighted-average assumptions used to compute the fair value of options granted to employees, members of our board of directors and non-employees:   For the Three Months Ended June 30, For the Six Months Ended June 30,   2024 2023 2024 2023 Risk-free interest rate 4.7% 3.6% 4.4% 4.0% Expected life of options — years 3.75 3.80 3.76 3.80 Expected stock price volatility 41% 34% 40% 31% Expected dividend yield 3.9% 2.6% 2.8% 2.0%
Schedule of Stock Options Activity Under Share-based Payment Plans	The following table summarizes stock option activity under our share-based plans for the six months ended June 30, 2024:   Options Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2023 122  $ 5.60  Granted 29  $ 4.19  Exercised (1) $ 3.56  Forfeited, cancelled or expired (6) $ 5.75  Outstanding as of June 30, 2024 144  $ 5.33  5.41 $ 1  Exercisable as of June 30, 2024 92  $ 5.57  4.14 $ —
Schedule of Restricted Stock Unit and Stock Award Activity	The following table summarizes the restricted stock unit, including PRSU, activity under our share-based plans for the six months ended June 30, 2024:   Shares Grant Date Fair Value Per Share Nonvested as of December 31, 2023 89  $ 5.59  Granted 15  $ 4.30  Vested (12) $ 6.06  Forfeited (7) $ 5.54  Nonvested as of June 30, 2024 85  $ 5.27

v3.24.2.u1

Commitments and Contingencies (Tables)	6 Months Ended
	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Schedule of Expected Contractual Cash Commitments	The following table summarizes our expected contractual cash commitments as of June 30, 2024:   2024 2025 2026 2027 2028 Thereafter Total Debt obligations $ 3  $ 6  $ 1,355  $ 1,500  $ 2,000  $ 4,249  $ 9,113  Cash interest payments 207  406  397  345  269  367  1,991  Satellite and transmission 163  211  92  41  1  4  512  Programming and content 199  347  238  148  79  63  1,074  Sales and marketing 52  29  18  6  1  —  106  Satellite incentive payments 4  8  3  3  3  12  33  Operating lease obligations 29  55  50  45  36  67  282  Royalties, minimum guarantees and other 331  550  695  267  262  275  2,380  Total (1) $ 988  $ 1,612  $ 2,848  $ 2,355  $ 2,651  $ 5,037  $ 15,491  (1)The table does not include our reserve for uncertain tax positions, which at June 30, 2024 totaled $71.

v3.24.2.u1

Segments and Geographic Information (Tables)	6 Months Ended
	Jun. 30, 2024
Segment Reporting [Abstract]
Schedule of Segment Reporting Information, by Segment	Segment revenue and gross profit were as follows during the period presented: For the Three Months Ended June 30, 2024 Sirius XM Pandora and Off-platform Total Revenue Subscriber revenue $ 1,520  $ 138  $ 1,658  Advertising revenue 43  400  443  Equipment revenue 47  —  47  Other revenue 30  —  30  Total revenue 1,640  538  2,178  Cost of services (a) (654) (358) (1,012) Segment gross profit $ 986  $ 180  $ 1,166  For the Three Months Ended June 30, 2023 Sirius XM Pandora and Off-platform Total Revenue Subscriber revenue $ 1,597  $ 128  $ 1,725  Advertising revenue 45  400  445  Equipment revenue 47  —  47  Other revenue 33  —  33  Total revenue 1,722  528  2,250  Cost of services (b) (675) (376) (1,051) Segment gross profit $ 1,047  $ 152  $ 1,199  For the Six Months Ended June 30, 2024 Sirius XM Pandora and Off-platform Total Revenue Subscriber revenue $ 3,067  $ 271  $ 3,338  Advertising revenue 83  762  845  Equipment revenue 97  —  97  Other revenue 60  —  60  Total revenue 3,307  1,033  4,340  Cost of services (c) (1,329) (709) (2,038) Segment gross profit $ 1,978  $ 324  $ 2,302  For the Six Months Ended June 30, 2023 Sirius XM Pandora and Off-platform Total Revenue Subscriber revenue $ 3,160  $ 257  $ 3,417  Advertising revenue 85  734  819  Equipment revenue 93  —  93  Other revenue 65  —  65  Total revenue 3,403  991  4,394  Cost of services (d) (1,340) (727) (2,067) Segment gross profit $ 2,063  $ 264  $ 2,327
Schedule of Reconciliation of Revenue from Segments to Consolidated	The reconciliation between reportable segment gross profit to consolidated income before income tax is as follows: For the Three Months Ended June 30, 2024 Segment Gross Profit $ 1,166  Subscriber acquisition costs (92) Sales and marketing (a) (217) Engineering, design and development (a) (60) General and administrative (a) (95) Depreciation and amortization (133) Share-based payment expense (46) Impairment, restructuring and acquisition costs (18) Total other expense (100) Consolidated income before income taxes $ 405  (a)     Share-based payment expense of $11 related to cost of services, $11 related to sales and marketing, $11 related to engineering, design and development and $13 related to general and administrative has been excluded. The reconciliation between reportable segment gross profit to consolidated income before income tax is as follows: For the Three Months Ended June 30, 2023 Segment Gross Profit $ 1,199  Subscriber acquisition costs (93) Sales and marketing (b) (209) Engineering, design and development (b) (72) General and administrative (b) (147) Depreciation and amortization (139) Share-based payment expense (42) Impairment, restructuring and acquisition costs (18) Total other expense (107) Consolidated income before income taxes $ 372  (b)     Share-based payment expense of $10 related to cost of services, $11 related to sales and marketing, $11 related to engineering, design and development and $10 related to general and administrative has been excluded. The reconciliation between reportable segment gross profit to consolidated income before income tax is as follows: For the Six Months Ended June 30, 2024 Segment Gross Profit $ 2,302  Subscriber acquisition costs (182) Sales and marketing (c) (434) Engineering, design and development (c) (134) General and administrative (c) (200) Depreciation and amortization (273) Share-based payment expense (91) Impairment, restructuring and acquisition costs (46) Total other expense (192) Consolidated income before income taxes $ 750  (c)     Share-based payment expense of $22 related to cost of services, $23 related to sales and marketing, $23 related to engineering, design and development and $23 related to general and administrative has been excluded. The reconciliation between reportable segment gross profit to consolidated income before income tax is as follows: For the Six Months Ended June 30, 2023 Segment Gross Profit $ 2,327  Subscriber acquisition costs (183) Sales and marketing (d) (423) Engineering, design and development (d) (140) General and administrative (d) (278) Depreciation and amortization (275) Share-based payment expense (87) Impairment, restructuring and acquisition costs (50) Total other expense (210) Consolidated income before income taxes $ 681  (d)     Share-based payment expense of $20 related to cost of services, $20 related to sales and marketing, $22 related to engineering, design and development and $25 related to general and administrative has been excluded.

v3.24.2.u1

Business & Basis of Presentation (Details) subscriber in Millions, $ in Millions	6 Months Ended
	Jun. 30, 2024 USD ($) satelliteRadioSystem subscriber segment	Jun. 30, 2023 USD ($)
Related Party Transaction [Line Items]
Number of reportable segments | segment	2
Number of satellite radio systems | satelliteRadioSystem	2
Revolving credit facility borrowings | $	$ 1,352	$ 1,117
Revolving credit facility repayments | $	$ 1,002	$ 974
Pandora
Related Party Transaction [Line Items]
Number of subscribers | subscriber	6.0
Sirius XM Canada | Equity Method Investee
Related Party Transaction [Line Items]
Equity method investment, equity interest percentage	70.00%
Equity method investment, voting interest percentage	33.00%
Liberty Media | Management | Common Stock
Related Party Transaction [Line Items]
Related party ownership percentage	83.30%
Sirius XM
Related Party Transaction [Line Items]
Number of subscribers | subscriber	33.3

v3.24.2.u1

Summary of Significant Accounting Policies - Schedule of New ASU Adoption Impact on Financial Statements (Details) - USD ($) $ in Millions	Jun. 30, 2024	Jan. 01, 2024	Dec. 31, 2023
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Equity method investments	$ 1,426	$ 648	$ 526
Related party current liabilities	95	23	8
Other long-term liabilities	838	243	134
Deferred tax liabilities	479	504	509
Accumulated deficit	$ (2,110)	(2,569)	$ (2,572)
Cumulative Effect, Adjustment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Equity method investments		122
Related party current liabilities		15
Other long-term liabilities		109
Deferred tax liabilities		(5)
Accumulated deficit		$ 3

v3.24.2.u1

Summary of Significant Accounting Policies - Schedule of Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	$ 8,193	$ 8,523
Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	0	0
Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	8,193	8,523
Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	$ 0	$ 0

v3.24.2.u1

Restructuring Costs (Details) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($) employee
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 3	$ 5	$ 15	$ 35
Positions eliminated | employee				475
Percent of positions eliminated				8.00%
Severance costs			15	$ 28
Impairment loss				5
Accrued restructuring expense		2		2
Wrote off of fixed assets	$ 0	$ 10	$ 1	$ 13

v3.24.2.u1

Earnings per Share - Narrative (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Earnings Per Share [Abstract]
Participating securities (in shares)	0	0	0	0
Anti-dilutive common stock equivalents (in shares)	207,000,000	175,000,000	185,000,000	162,000,000

v3.24.2.u1

Earnings per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Numerator:
Net Income available to common stockholders for basic net income per common share	$ 316	$ 310	$ 582	$ 543
Effect of interest on assumed conversions of convertible notes, net of tax	0	0	0	1
Net Income available to common stockholders for dilutive net income per common share	$ 316	$ 310	$ 582	$ 544
Denominator:
Weighted average common shares outstanding for basic net income per common share (in shares)	3,848	3,861	3,846	3,875
Weighted average impact of assumed convertible notes (in shares)	0	3	0	3
Weighted average impact of dilutive equity instruments (in shares)	7	9	12	14
Weighted average shares for diluted net income per common share (in shares)	3,855	3,873	3,858	3,892
Net income per common share:
Basic (in USD per share)	$ 0.08	$ 0.08	$ 0.15	$ 0.14
Diluted (in USD per share)	$ 0.08	$ 0.08	$ 0.15	$ 0.14

v3.24.2.u1

Receivables, net (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Receivables [Abstract]
Gross customer accounts receivable	$ 562	$ 631
Allowance for doubtful accounts	(9)	(15)
Customer accounts receivable, net	553	616
Receivables from distributors	57	56
Other receivables	34	37
Total receivables, net	$ 644	$ 709

v3.24.2.u1

Goodwill - Narrative (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) reportingUnit	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2008 USD ($)
Business Acquisition [Line Items]
Number of reporting units | reportingUnit			2
Goodwill	$ 3,249,000,000		$ 3,249,000,000		$ 3,249,000,000
Goodwill, impairment loss	0	$ 0	0	$ 0
Accumulated impairment of goodwill since the merger	5,722,000,000		5,722,000,000
Sirius XM
Business Acquisition [Line Items]
Goodwill	$ 2,290,000,000		$ 2,290,000,000
Accumulated impairment of goodwill since the merger							$ 4,766,000,000
Pandora and Off-platform
Business Acquisition [Line Items]
Goodwill					$ 959,000,000
Accumulated impairment of goodwill since the merger						$ 956,000,000

v3.24.2.u1

Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Definite life intangible assets:
Accumulated Amortization	$ (866)	$ (825)
Total definite life intangible assets, net	218
Gross Carrying Value
Total intangible assets	3,730	3,730
Net  Carrying Value
Total intangible assets	2,864	2,905
FCC licenses
Indefinite life intangible assets:
Gross Carrying Value	2,084	2,084
Trademarks
Indefinite life intangible assets:
Gross Carrying Value	250	250
Trademarks | Pandora and Off-platform
Indefinite life intangible assets:
Gross Carrying Value	$ 312	312
OEM relationships
Definite life intangible assets:
Weighted Average Useful Lives	15 years
Gross Carrying Value	$ 220	220
Accumulated Amortization	(156)	(149)
Total definite life intangible assets, net	$ 64	71
Licensing agreements
Definite life intangible assets:
Weighted Average Useful Lives	12 years
Gross Carrying Value	$ 3	3
Accumulated Amortization	(3)	(3)
Total definite life intangible assets, net	$ 0	0
Software and technology
Definite life intangible assets:
Weighted Average Useful Lives	7 years
Gross Carrying Value	$ 28	28
Accumulated Amortization	(23)	(22)
Total definite life intangible assets, net	$ 5	6
Software and technology | Pandora and Off-platform
Definite life intangible assets:
Weighted Average Useful Lives	5 years
Gross Carrying Value	$ 391	391
Accumulated Amortization	(379)	(372)
Total definite life intangible assets, net	$ 12	19
Customer relationships | Pandora and Off-platform
Definite life intangible assets:
Weighted Average Useful Lives	8 years
Gross Carrying Value	$ 442	442
Accumulated Amortization	(305)	(279)
Total definite life intangible assets, net	$ 137	$ 163

v3.24.2.u1

Intangible Assets - Indefinite Life Intangible Assets (Narrative) (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Impairment of indefinite lived assets	$ 0	$ 0	$ 0	$ 0

v3.24.2.u1

Intangible Assets - Definite Life Intangible Assets (Narrative) (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 18,000,000	$ 36,000,000	$ 42,000,000	$ 73,000,000
Retirement of assets			0	0
Impairments of definite lived intangible assets			$ 0	$ 0

v3.24.2.u1

Intangible Assets - Schedule of Expected Future Amortization Expense (Details) $ in Millions	Jun. 30, 2024 USD ($)
Expected amortization expense for each of the fiscal years
2024 (remaining)	$ 36
2025	71
2026	71
2027	25
2028	15
Thereafter	0
Total definite life intangible assets, net	$ 218

v3.24.2.u1

Property and Equipment - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 5,328	$ 4,983
Accumulated depreciation	(3,454)	(3,229)
Property and equipment, net	1,874	1,754
Satellite system
Property, Plant and Equipment [Line Items]
Total property and equipment	1,598	1,598
Terrestrial repeater network
Property, Plant and Equipment [Line Items]
Total property and equipment	117	117
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	112	106
Broadcast studio equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	157	146
Capitalized software and hardware
Property, Plant and Equipment [Line Items]
Total property and equipment	2,175	2,178
Satellite telemetry, tracking and control facilities
Property, Plant and Equipment [Line Items]
Total property and equipment	86	84
Furniture, fixtures, equipment and other
Property, Plant and Equipment [Line Items]
Total property and equipment	109	110
Land
Property, Plant and Equipment [Line Items]
Total property and equipment	32	32
Building
Property, Plant and Equipment [Line Items]
Total property and equipment	75	74
Construction in progress
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 867	$ 538

v3.24.2.u1

Property and Equipment - Schedule of Construction in Progress (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Construction in progress	$ 867	$ 538
Satellite system
Property, Plant and Equipment [Line Items]
Construction in progress	613	490
Terrestrial repeater network
Property, Plant and Equipment [Line Items]
Construction in progress	9	7
Capitalized software and hardware
Property, Plant and Equipment [Line Items]
Construction in progress	227	17
Other
Property, Plant and Equipment [Line Items]
Construction in progress	$ 18	$ 24

v3.24.2.u1

Property and Equipment - Narrative (Details) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024 USD ($) satellite	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) satellite	Jun. 30, 2023 USD ($)
Property, Plant and Equipment [Line Items]
Depreciation and amortization expense on property and equipment	$ 115	$ 103	$ 231	$ 202
Write off of fixed assets	0	10	1	13
Disposal of property and equipment	1	16	7	269
Capitalized interest costs	6	4	12	6
Capitalized stock-based compensation costs	$ 6	$ 3	$ 11	$ 7
Number of owned satellites | satellite	5		5

v3.24.2.u1

Leases - Narrative (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Lessee, Lease, Description [Line Items]
Impairment loss		$ 5
Minimum
Lessee, Lease, Description [Line Items]
Lease obligations, term (years)	1 year
Maximum
Lessee, Lease, Description [Line Items]
Lease obligations, term (years)	19 years
Operating lease, renewal term (years)	5 years
Finance lease, renewal term (years)	5 years
Option to terminate lease, term of option (years)	1 year

v3.24.2.u1

Leases - Schedule of Components of Lease Expense (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Leases [Abstract]
Operating lease cost	$ 16	$ 11	$ 31	$ 32
Finance lease cost	2	1	3	1
Sublease income	(1)	(1)	(2)	(2)
Total lease cost	$ 17	$ 11	$ 32	$ 31

v3.24.2.u1

Related Party Transactions (Details) $ / shares in Units, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024 USD ($) boardMember director executive $ / shares shares	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) boardMember director executive $ / shares shares	Jun. 30, 2023 USD ($)	Jun. 30, 2024 $ / shares	Jun. 16, 2024 $ / shares	Jan. 01, 2024 USD ($)	Dec. 31, 2023 USD ($) $ / shares
Related Party Transaction [Line Items]
Preferred stock liquidation preference per share (in CAD per share) | $ / shares	$ 0.001		$ 0.001
Equity method investments	$ 1,426		$ 1,426				$ 648	$ 526
Revenue	2,178	$ 2,250	4,340	$ 4,394
Loss from equity method investments			(57)	(4)
Related party current liabilities	$ 95		95				$ 23	$ 8
Investments in related parties and other equity investees			$ 210	31
Common stock, par value (in USD per share) | $ / shares	$ 0.001		$ 0.001			$ 0.001		$ 0.001
Reverse stock split percentage						90.00%
Stock split ratio						0.1
Merger And Split-Off Transactions, Charges
Related Party Transaction [Line Items]
Related party transaction	$ 14		$ 29
SoundCloud
Related Party Transaction [Line Items]
Number of board members | boardMember	10		10
SoundCloud
Related Party Transaction [Line Items]
Cost of services	$ 15	14	$ 30	25
Related party current liabilities	21		21					$ 20
Clean Energy Technology Investments
Related Party Transaction [Line Items]
Investments in related parties and other equity investees	23	2	210	31
Unamortized investment balance	937		937
Equity method investment payment liability	$ 767		$ 767
Management | Executives | Liberty Media
Related Party Transaction [Line Items]
Number of related party members on board of directors | executive	3		3
Management | Director | Liberty Media
Related Party Transaction [Line Items]
Number of related party members on board of directors | director	1		1
Equity Method Investee
Related Party Transaction [Line Items]
Loss from equity method investments	$ (2)	(1)	$ (2)
Equity Method Investee | Sirius XM Canada
Related Party Transaction [Line Items]
Equity method investment, equity interest percentage	70.00%		70.00%
Equity method investment, voting interest percentage	33.00%		33.00%
Number of preferred shares owned (in shares) | shares	591,000,000		591,000,000
Preferred stock liquidation preference per share (in CAD per share) | $ / shares					$ 1
Equity method investments	$ 416		$ 416					423
Other receivable	8		8					$ 8
Equity method investment, dividends, including reduction of investment	1	1	1	1
Revenue	$ 23	$ 26	$ 47	$ 51
Equity Method Investee | SoundCloud
Related Party Transaction [Line Items]
Number of board members appointed | boardMember	2		2
Related Party | Clean Energy Technology Investments
Related Party Transaction [Line Items]
Equity method investment payment liability	$ 87		$ 87
Common Stock | Management | Liberty Media
Related Party Transaction [Line Items]
Related party ownership percentage	83.30%		83.30%

v3.24.2.u1

Debt - Schedule of Long-term Debt Instruments (Details) - USD ($)		6 Months Ended
	Apr. 11, 2024	Jun. 30, 2024	Jan. 26, 2024	Dec. 31, 2023	Apr. 30, 2022	Aug. 31, 2021
Debt
Total		$ 13,000,000		$ 15,000,000
Total Debt		9,057,000,000		9,204,000,000
Less: total current maturities		5,000,000		505,000,000
Less: total deferred financing costs		8,000,000		9,000,000
Total long-term debt		9,044,000,000		8,690,000,000
Senior Secured Revolving Credit Facility (the "Credit Facility")
Debt
Principal amount		350,000,000
Carrying value		$ 350,000,000		0
Credit facility, unused capacity, commitment fee percentage		0.25%
Senior Notes | 3.125% Senior Notes Due 2026
Debt
Stated interest rate (as a percent)		3.125%
Principal amount		$ 1,000,000,000
Carrying value		$ 995,000,000		994,000,000
Senior Notes | 5.00% Senior Notes Due 2027
Debt
Stated interest rate (as a percent)		5.00%
Principal amount		$ 1,500,000,000
Carrying value		$ 1,495,000,000		1,494,000,000
Senior Notes | 4.00% Senior Notes Due 2028
Debt
Stated interest rate (as a percent)		4.00%
Principal amount		$ 2,000,000,000
Carrying value		$ 1,986,000,000		1,985,000,000
Senior Notes | 5.500% Senior Notes Due 2029
Debt
Stated interest rate (as a percent)		5.50%
Principal amount		$ 1,250,000,000
Carrying value		$ 1,242,000,000		1,241,000,000
Senior Notes | 4.125% Senior Notes Due 2030
Debt
Stated interest rate (as a percent)		4.125%
Principal amount		$ 1,500,000,000
Carrying value		$ 1,489,000,000		1,488,000,000
Senior Notes | 3.875% Senior Notes Due 2031
Debt
Stated interest rate (as a percent)		3.875%
Principal amount		$ 1,500,000,000
Carrying value		1,487,000,000		1,487,000,000
Line of Credit | Incremental Term Loan
Debt
Principal amount		0	$ 1,100,000,000		$ 500,000,000
Carrying value		$ 0		$ 500,000,000
Debt instrument redemption price (as a percent of aggregate principal)	100.00%
Line of Credit | Senior Secured Revolving Credit Facility (the "Credit Facility")
Debt
Line of credit facility						$ 1,750,000,000

v3.24.2.u1

Debt - Narrative (Details)	6 Months Ended
	Jun. 30, 2024
Senior Secured Revolving Credit Facility
Debt Instrument [Line Items]
Maximum consolidated leverage ratio	5.0

v3.24.2.u1

Stockholders' Equity - Common Stock (Narrative) (Details) - $ / shares	Jun. 30, 2024	Jun. 16, 2024	Dec. 31, 2023
Equity [Abstract]
Common stock, par value (in USD per share)	$ 0.001	$ 0.001	$ 0.001
Common stock authorized (in shares)	9,000,000,000		9,000,000,000
Common stock issued (in shares)	3,851,000,000		3,843,000,000
Common stock outstanding (in shares)	3,851,000,000		3,843,000,000
Common stock reserved for issuance (in shares)	228,000,000

v3.24.2.u1

Stockholders' Equity - Schedule of Dividends Declared (Details) - USD ($) $ / shares in Units, $ in Millions	Apr. 24, 2024	Jan. 24, 2024
Equity [Abstract]
Dividend Per Share (in USD per share)	$ 0.0266	$ 0.0266
Total Amount	$ 103	$ 102

v3.24.2.u1

Stockholders' Equity - Stock Repurchase Program (Narrative) (Details) $ in Millions	6 Months Ended	139 Months Ended
	Jun. 30, 2024 USD ($) shares	Jun. 30, 2024 USD ($) shares
Class of Stock [Line Items]
Stock repurchased during period (in shares) | shares	0	3,731,000,000
Stock repurchased during period		$ 16,834
Remaining amount authorized under the stock repurchase program	$ 1,166	1,166
Common Stock
Class of Stock [Line Items]
Stock repurchase program, aggregate authorized amount	$ 18,000	$ 18,000

v3.24.2.u1

Stockholders' Equity - Schedule of Repurchase Agreements (Details) - USD ($) $ in Millions	6 Months Ended		139 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024
Shares Repurchase Activity [Line Items]
Stock repurchased during period (in shares)	0		3,731,000,000
Stock repurchased during period			$ 16,834
Open Market Repurchases
Shares Repurchase Activity [Line Items]
Stock repurchased during period (in shares)	0	53,000,000
Stock repurchased during period	$ 0	$ 202

v3.24.2.u1

Stockholders' Equity - Preferred Stock (Narrative) (Details) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Equity [Abstract]
Preferred stock, par value (in USD per share)	$ 0.001
Undesignated preferred stock authorized (in shares)	50,000,000
Preferred stock liquidation preference per share (in USD per share)	$ 0.001
Preferred stock issued (in shares)	0	0
Preferred stock outstanding (in shares)	0	0

v3.24.2.u1

Benefit Plans - Narrative (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment expense	$ 46	$ 42	$ 91	$ 87
Share-based payment expense			$ 91	87
Employees and Non Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant date fair value of options ( in USD per share)			$ 1.23
Options exercised in period, intrinsic value			$ 1	1
Exercise of stock options and vesting of restricted stock units (in shares)			1
Share-based payment expense	8	7	$ 16	15
Restricted Stock Units (RSUs) and Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment expense	38	$ 35	75	72
Restricted stock units vested, intrinsic value			$ 51	$ 44
Granted (in shares)			15
Restricted stock units granted (in shares)			1
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise of stock options and vesting of restricted stock units (in shares)			8
Performance-based Share Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)			9
Restricted Stock Units Rsu And Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation costs	$ 385		$ 385		$ 423
Weighted-average service period (in years)			2 years 4 months 24 days

v3.24.2.u1

Benefit Plans - 2015 Long-Term Stock Incentive Plan (Narrative) (Details) - 2015 Long-Term Stock Incentive Plan shares in Millions	6 Months Ended
	Jun. 30, 2024 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock conversion to common stock	1
Common stock available for future grants (in shares)	79
Employees and Non Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option expiration period	10 years
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	3 years
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	4 years

v3.24.2.u1

Benefit Plans - Other Plans (Narrative) (Details)	6 Months Ended
	Jun. 30, 2024 plan
Retirement Benefits [Abstract]
Number of other share-based benefit plans	6

v3.24.2.u1

Benefit Plans - Schedule of Fair Value of Options Granted (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Retirement Benefits [Abstract]
Risk-free interest rate	4.70%	3.60%	4.40%	4.00%
Expected life of options — years	3 years 9 months	3 years 9 months 18 days	3 years 9 months 3 days	3 years 9 months 18 days
Expected stock price volatility	41.00%	34.00%	40.00%	31.00%
Expected dividend yield	3.90%	2.60%	2.80%	2.00%

v3.24.2.u1

Benefit Plans - Schedule of Stock Options Activity Under Share-Based Payment Plans (Details) - Employees and Non Employee Stock Option $ / shares in Units, shares in Millions, $ in Millions	6 Months Ended
	Jun. 30, 2024 USD ($) $ / shares shares
Options
Outstanding as of beginning of period (in shares) | shares	122
Granted (in shares) | shares	29
Exercised (in shares) | shares	(1)
Forfeited, cancelled or expired (in shares) | shares	(6)
Outstanding as of end of period (in shares) | shares	144
Exercisable (in shares) | shares	92
Weighted-Average Exercise Price Per Share
Outstanding as of beginning of period (in USD per share) | $ / shares	$ 5.60
Granted (in USD per share) | $ / shares	4.19
Exercised (in USD per share) | $ / shares	3.56
Forfeited, cancelled or expired (in USD per share) | $ / shares	5.75
Outstanding as of end of period (in USD per share) | $ / shares	5.33
Exercisable (in USD per share) | $ / shares	$ 5.57
Weighted-Average Remaining Contractual Term (Years)
Outstanding	5 years 4 months 28 days
Exercisable	4 years 1 month 20 days
Aggregate Intrinsic Value
Outstanding | $	$ 1
Exercisable | $	$ 0

v3.24.2.u1

Benefit Plans - Schedule of Restricted Stock Unit and Stock Award Activity (Details) - Restricted Stock Units (RSUs) and Performance Shares shares in Millions	6 Months Ended
	Jun. 30, 2024 $ / shares shares
Shares
Nonvested as of beginning of period (in shares) | shares	89
Granted (in shares) | shares	15
Vested (in shares) | shares	(12)
Forfeited (in shares) | shares	(7)
Nonvested as of end of period (in shares) | shares	85
Grant Date Fair Value Per Share
Nonvested as of beginning of period ( in USD per share) | $ / shares	$ 5.59
Granted ( in USD per share) | $ / shares	4.30
Vested ( in USD per share) | $ / shares	6.06
Forfeited ( in USD per share) | $ / shares	5.54
Nonvested as of end of period ( in USD per share) | $ / shares	$ 5.27

v3.24.2.u1

Benefit Plans - 401(k) Savings Plan (Narrative) (Details) - Sirius XM Savings Plan - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024
Defined Benefit Plan Disclosure [Line Items]
Minimum of employee contributions of pre-tax eligible earnings to company 401(k) savings plan		1.00%
Maximum of employee contributions of pre-tax eligible earnings to company 401(k) savings plan		50.00%
Percent of Company match of employee's voluntary contributions		50.00%
Percent of employee's pre-tax salary		6.00%
Maximum annual contributions per employee, percent		3.00%
Vesting percentage of employer contributions for each year of employment		33.33%
Savings plan, fully vested period		3 years
Recognized cost	$ 5	$ 11

v3.24.2.u1

Benefit Plans - Sirius XM Holdings Inc. Deferred Compensation Plan (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Retirement Benefits [Abstract]
Net contributions			$ 1	$ 1
Contributions (withdrawals)	$ (1)	$ (1)
Fair value of investment assets related to deferred compensation plan	58		58		$ 53
Gains (losses) on investments	$ 1	$ 3	$ 5	$ 5

v3.24.2.u1

Commitments and Contingencies - Schedule of Expected Contractual Cash Commitments (Details) $ in Millions	Jun. 30, 2024 USD ($)
Expected contractual cash commitments
2024	$ 988
2025	1,612
2026	2,848
2027	2,355
2028	2,651
Thereafter	5,037
Total	15,491
Uncertain tax positions are recognized in other long-term liabilities	71
Debt obligations
Expected contractual cash commitments
2024	3
2025	6
2026	1,355
2027	1,500
2028	2,000
Thereafter	4,249
Total	9,113
Cash interest payments
Expected contractual cash commitments
2024	207
2025	406
2026	397
2027	345
2028	269
Thereafter	367
Total	1,991
Satellite and transmission
Expected contractual cash commitments
2024	163
2025	211
2026	92
2027	41
2028	1
Thereafter	4
Total	512
Programming and content
Expected contractual cash commitments
2024	199
2025	347
2026	238
2027	148
2028	79
Thereafter	63
Total	1,074
Sales and marketing
Expected contractual cash commitments
2024	52
2025	29
2026	18
2027	6
2028	1
Thereafter	0
Total	106
Satellite incentive payments
Expected contractual cash commitments
2024	4
2025	8
2026	3
2027	3
2028	3
Thereafter	12
Total	33
Operating lease obligations
Expected contractual cash commitments
2024	29
2025	55
2026	50
2027	45
2028	36
Thereafter	67
Total	282
Royalties, minimum guarantees and other
Expected contractual cash commitments
2024	331
2025	550
2026	695
2027	267
2028	262
Thereafter	275
Total	$ 2,380

v3.24.2.u1

Commitments and Contingencies - Narrative (Details) plaintiff in Thousands, $ in Millions		6 Months Ended
	Jun. 05, 2023 plaintiff	Jun. 30, 2024 USD ($) satellite
Loss Contingencies [Line Items]
Number of replacement satellites | satellite		4
Clean Energy Technology Investments
Loss Contingencies [Line Items]
Equity method investment payment liability		$ 767
Equity method investment liability, remainder of fiscal year		33
American Arbitration Association
Loss Contingencies [Line Items]
Number of claimants | plaintiff	70
Music Royalty And Podcast Content Minimum Gaurantee
Loss Contingencies [Line Items]
Future minimum guarantee payments		912
Other commitment, to be paid, year one		$ 141
Minimum
Loss Contingencies [Line Items]
Operating lease obligations, term (years)		1 year
Maximum
Loss Contingencies [Line Items]
Operating lease obligations, term (years)		15 years
XM-5, SIRIUS FM-5, SIRIUS FM-6, and SXM-8
Loss Contingencies [Line Items]
Operating performance over design life		15 years

v3.24.2.u1

Income Taxes - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2024	Dec. 31, 2023
Income Tax Contingency [Line Items]
Income tax benefit (expense)	$ 89	$ 62	$ 168	$ 138
Effective income tax rate percent	22.00%	16.70%	22.40%	20.30%
Valuation allowance	$ 88		$ 88			$ 88
Tax credits and other income tax benefits, net	12		16
Tax credits and other income tax benefits	54		79
Amortization expense	$ 42		$ 63
Forecast
Income Tax Contingency [Line Items]
Effective income tax rate percent					22.00%

v3.24.2.u1

Segments and Geographic Information - Narrative (Details) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) segment	Jun. 30, 2023 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments | segment			2
Total revenue	$ 2,178	$ 2,250	$ 4,340	$ 4,394
Advertising revenue
Segment Reporting Information [Line Items]
Total revenue	443	445	845	819
Advertising revenue | Intersegment Eliminations
Segment Reporting Information [Line Items]
Total revenue	$ 1	$ 1	$ 2	$ 1

v3.24.2.u1

Segments and Geographic Information - Schedule of Segment Reporting Information, by Segment (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Segment Reporting Information [Line Items]
Total revenue	$ 2,178	$ 2,250	$ 4,340	$ 4,394
Cost of services	(1,012)	(1,051)	(2,038)	(2,067)
Segment gross profit	1,166	1,199	2,302	2,327
Subscriber revenue
Segment Reporting Information [Line Items]
Total revenue	1,658	1,725	3,338	3,417
Advertising revenue
Segment Reporting Information [Line Items]
Total revenue	443	445	845	819
Equipment revenue
Segment Reporting Information [Line Items]
Total revenue	47	47	97	93
Other revenue
Segment Reporting Information [Line Items]
Total revenue	30	33	60	65
Sirius XM
Segment Reporting Information [Line Items]
Total revenue	1,640	1,722	3,307	3,403
Cost of services	(654)	(675)	(1,329)	(1,340)
Segment gross profit	986	1,047	1,978	2,063
Sirius XM | Subscriber revenue
Segment Reporting Information [Line Items]
Total revenue	1,520	1,597	3,067	3,160
Sirius XM | Advertising revenue
Segment Reporting Information [Line Items]
Total revenue	43	45	83	85
Sirius XM | Equipment revenue
Segment Reporting Information [Line Items]
Total revenue	47	47	97	93
Sirius XM | Other revenue
Segment Reporting Information [Line Items]
Total revenue	30	33	60	65
Pandora and Off-platform
Segment Reporting Information [Line Items]
Total revenue	538	528	1,033	991
Cost of services	(358)	(376)	(709)	(727)
Segment gross profit	180	152	324	264
Pandora and Off-platform | Subscriber revenue
Segment Reporting Information [Line Items]
Total revenue	138	128	271	257
Pandora and Off-platform | Advertising revenue
Segment Reporting Information [Line Items]
Total revenue	400	400	762	734
Pandora and Off-platform | Equipment revenue
Segment Reporting Information [Line Items]
Total revenue	0	0	0	0
Pandora and Off-platform | Other revenue
Segment Reporting Information [Line Items]
Total revenue	$ 0	$ 0	$ 0	$ 0

v3.24.2.u1

Segments and Geographic Information - Schedule of Reconciliation of Revenue from Segments to Consolidated (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Segment gross profit	$ 1,166	$ 1,199	$ 2,302	$ 2,327
Subscriber acquisition costs	(92)	(93)	(182)	(183)
Sales and marketing	(228)	(220)	(457)	(443)
Engineering, design and development	(71)	(83)	(157)	(162)
General and administrative	(108)	(157)	(223)	(303)
Depreciation and amortization	(133)	(139)	(273)	(275)
Share-based payment expense	(46)	(42)	(91)	(87)
Impairment, restructuring and acquisition costs	(18)	(18)	(46)	(50)
Consolidated income before income taxes	405	372	750	681
Cost of Sales
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Share-based payment expense	(11)	(10)	(22)	(20)
Sales and Marketing
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Share-based payment expense	(11)	(11)	(23)	(20)
Research and Development Expense
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Share-based payment expense	(11)	(11)	(23)	(22)
General and Administrative Expense
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Share-based payment expense	(13)	(10)	(23)	(25)
Segment Reconciling Items
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Subscriber acquisition costs	(92)	(93)	(182)	(183)
Sales and marketing	(217)	(209)	(434)	(423)
Engineering, design and development	(60)	(72)	(134)	(140)
General and administrative	(95)	(147)	(200)	(278)
Depreciation and amortization	(133)	(139)	(273)	(275)
Share-based payment expense	(46)	(42)	(91)	(87)
Impairment, restructuring and acquisition costs	(18)	(18)	(46)	(50)
Total other expense	$ (100)	$ (107)	$ (192)	$ (210)

v3.24.2.u1

Subsequent Events (Details) - USD ($)	Jul. 24, 2024	Apr. 24, 2024	Jan. 24, 2024	Jun. 30, 2024	Jan. 26, 2024	Apr. 30, 2022	Aug. 31, 2021
Subsequent Event [Line Items]
Common stock, dividends, declared (in dollars per share)		$ 0.0266	$ 0.0266
Senior Secured Revolving Credit Facility
Subsequent Event [Line Items]
Principal amount				$ 350,000,000
Senior Secured Revolving Credit Facility | Line of Credit
Subsequent Event [Line Items]
Line of credit facility							$ 1,750,000,000
Incremental Term Loan | Line of Credit
Subsequent Event [Line Items]
Principal amount				$ 0	$ 1,100,000,000	$ 500,000,000
Subsequent Event
Subsequent Event [Line Items]
Common stock, dividends, declared (in dollars per share)	$ 0.0266

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