SIRIUS XM RADIO INC.

(Exact name of company as specified in its charter)

QUARTERLY REPORT

For the Quarterly Period Ended March 31, 2022

Explanatory Note

Sirius XM Radio Inc. ("Sirius XM") is furnishing this Quarterly Report for the quarterly period ended March 31, 2022 (the "Quarterly Report") in order to comply with the reporting obligations in the indentures governing its 3.125% Senior Notes due 2026, 5.00% Senior Notes due 2027, 4.00% Senior Notes due 2028, 5.50% Senior Notes due 2029, 4.125% Senior Notes due 2030 and 3.875% Senior Notes due 2031 (collectively, the "Notes").

Before making any investment decisions in Sirius XM or Sirius XM Holdings Inc. ("Holdings"), investors should read the following unaudited consolidated financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") of Sirius XM in conjunction with Holdings' Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 and Holdings' other reports available through the Securities and Exchange Commission website atwww.sec.govand our website at www.siriusxm.com, and with Sirius XM's other reports available through our website. Holdings' Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 is hereby incorporated by reference except for Section 9A and Exhibits 31.1, 31.2, 32.1 and 32.2 contained therein. Sirius XM is a wholly-owned subsidiary of Holdings and Holdings has no operations independent of Sirius XM. Refer to Note 1 to the unaudited consolidated financial statements included within this Quarterly Report for an explanation of differences between Sirius XM and Holdings' unaudited consolidated financial statements.

The terms "Sirius XM," "we," "us," "our," and the "Company," as used herein and unless otherwise stated or indicated by context, refer to Sirius XM Radio Inc. and its subsidiaries. "Pandora" refers to Sirius XM's wholly owned subsidiary Pandora Media, LLC (the successor to Pandora Media, Inc.) and its subsidiaries.

Table of Contents

SIRIUS XM RADIO INC. AND SUBSIDIARIES

TABLE OF CONTENTS

Consolidated Statements of Comprehensive Income for the three months ended March 31, 2022 and 20212

Consolidated Balance Sheets as of March 31, 2022 and December 31, 20213

Consolidated Statements of Stockholders' Equity (Deficit) for the three months ended March 31, 2022 and 20214

Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2021 5

Notes to Consolidated Financial Statements 7

Management's Discussion and Analysis of Financial Condition and Results of Operations 26

1

Table of Contents

(in millions)

Revenue:

Subscriber revenue

SIRIUS XM RADIO INC. AND SUBSIDIARIES

(a wholly-owned subsidiary of Sirius XM Holdings Inc.) CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

For the Three Months Ended March 31,2022

2021

$

1,713 $ 1,611

Advertising revenue

383 354

Equipment revenue

53 57

Other revenue

37 36

Total revenue Operating expenses: Cost of services:

2,186 2,058

Revenue share and royalties

670 640

Programming and content

140 130

Customer service and billing

125 117

Transmission

51 48

Cost of equipment

3 4

Subscriber acquisition costs Sales and marketing

90 86

272 217

Engineering, design and development General and administrative Depreciation and amortization

67 64

123 121

135 132

- 245

Impairment, restructuring and acquisition costs Total operating expenses

1,676 1,804

510 254

Income from operations Other (expense) income:

Interest expense

(101) (98)

Other income (expense)

1 (5)

(100) (103)

(100) 62

Total other (expense) income Income before income taxes Income tax (expense) benefit

Net income attributable to Sirius XM Radio Inc.'s sole stockholder

410 151

$

310

$ 213

Foreign currency translation adjustment, net of tax

8 5

Total comprehensive income attributable to Sirius XM Radio Inc.'s sole stockholder

$

See accompanying notes to the unaudited consolidated financial statements.

318

$ 218

2

Table of Contents

(in millions, except per share data)

Current assets:

650 722

Cash and cash equivalents Receivables, net

Related party current assets

SIRIUS XM RADIO INC. AND SUBSIDIARIES

(a wholly-owned subsidiary of Sirius XM Holdings Inc.)

CONSOLIDATED BALANCE SHEETS

March 31, 2022

December 31, 2021

ASSETS

(unaudited)

$

76 $ 191

13 21

Prepaid expenses and other current assets

317 246

Total current assets

1,056 1,180

1,458 1,450

3,165 3,136

Property and equipment, net Intangible assets, net Goodwill

3,166 3,186

Related party long-term assets Deferred tax assets

6,584 5,317

211 211

Operating lease right-of-use assets Other long-term assets

346 358

216 223

Total assets

$

16,202

$ 15,061

LIABILITIES AND STOCKHOLDER EQUITY

Current liabilities:

$

1,179 $ 1,299

Accounts payable and accrued expenses Accrued interest

71 173

1,451 1,454

68 5

Current portion of deferred revenue Operating lease current liabilities Related party current liabilities

91 97

52 49

Total current liabilities Long-term deferred revenue Long-term debt

2,821 2,980

9,860 8,875

512 478

150 150

Deferred tax liabilities Operating lease liabilities Other long-term liabilities

Total liabilities

344 362

13,778 12,942

Commitments and contingencies (Note 14)

Stockholder equity:

Common stock, par value $0.001 per share; 9,000 shares authorized; 0.001 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively

Accumulated other comprehensive income, net of tax

- 23

- 15

Additional paid-in capital

2,180 2,180

Accumulated deficit

221 (76)

Total stockholder equity

2,424 2,119

Total liabilities and stockholder equity

$

16,202

See accompanying notes to the unaudited consolidated financial statements.

$ 15,061

3

Table of Contents

SIRIUS XM RADIO INC. AND SUBSIDIARIES

(a wholly-owned subsidiary of Sirius XM Holdings Inc.) CONSOLIDATED STATEMENTS OF STOCKHOLDER EQUITY

(UNAUDITED)

For the Three Months Ended March 31, 2022

Common Stock

(in millions)

AccumulatedOther ComprehensiveSharesAdditionalAmount

Paid-in Capital

IncomeAccumulated

DeficitTotal Stockholder

Equity

Balance at December 31, 2021

$

$

(76) $ 2,119

Tax Sharing Agreement with Liberty Media Comprehensive income, net of tax

Balance at March 31, 2022

  • - $ - -

-

  • - $ - -

$

-

$

For the Three Months Ended March 31, 2021

15 - 8

2,180 - -

23

(13) (13)

310 318

$

2,180

$

221

$ 2,424

Common Stock

(in millions)

-

$

-

$

20

$

8,680

$

(1,180) $ 7,520

Shares

Balance at December 31, 2020 Comprehensive income, net of tax Balance at March 31, 2021

  • - $ -

AccumulatedOther ComprehensiveAmount

  • - $ -

Additional

Income

  • 15 $ 5

See accompanying notes to the unaudited consolidated financial statements.

Paid-in Capital

Accumulated

DeficitTotal Stockholder

Equity

8,680 -

$

(1,393) $ 7,302

213 218

4

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Sirius XM Holdings Inc. published this content on 28 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 April 2022 15:12:03 UTC.