SiriusXM Reports First Quarter 2015 Results

SiriusXM Reports First Quarter 2015 Results

NEW YORK, April 28, 2015 /PRNewswire/ --


-- First Quarter Revenue Increases 8% to $1.08 Billion
-- Net Income Climbs 12% to $106 Million
-- Adjusted EBITDA Jumps 19% to a Record $399 Million
-- Free Cash Flow Reaches $276 Million, up 24%
-- Company Increases 2015 Guidance for Revenue and Subscribers
SiriusXM today announced first quarter 2015 operating and financial results, including record first quarter revenue of $1.08 billion, up 8% versus the first quarter of 2014.

http://photos.prnewswire.com/prnvar/20101014/NY82093LOGO

Net income was $106 million, up 12% from $94 million in the first quarter of 2014. Net income per diluted common share was $0.02 in the first quarter of 2015 and 2014. Adjusted EBITDA was $399 million in the first quarter of 2015, up 19% from $335 million in the first quarter of 2014.

"The year is off to a fantastic start at SiriusXM. We are increasing our subscriber guidance to approximately 1.4 million net additions and revenue guidance to approximately $4.47 billion after reporting our best first quarter for self-pay subscriber additions since 2008. Our results demonstrate that SiriusXM's bundle of live news and sports, exclusive talk and comedy, and curated, commercial-free music is resonating with more and more consumers every day," said Jim Meyer, Chief Executive Officer, SiriusXM.

"This month, we have aired great live performances from the Coachella music festival and exclusive programming from the Masters golf tournament. Later this year, we will introduce new channels led by Andy Cohen and Pitbull. We continually seek to add new and exclusive talent, shows, and channels that speak to our growing base of paying subscribers," added Meyer.

FIRST QUARTER 2015 HIGHLIGHTS


-- Subscriber growth off to a strong start. SiriusXM added 431 thousand net
new subscribers in the first quarter, a 61% increase from the 267
thousand net new subscribers added in the first quarter of 2014.
Self-pay net subscriber additions were 394 thousand in the first quarter
of 2015 compared to 173 thousand in the first quarter of 2014. Marking
the strongest first quarter for self-pay subscriber growth since 2008.
-- First quarter EBITDA climbs 19%. Adjusted EBITDA of $399 million in the
first quarter of 2015 was the highest quarterly amount in the company's
history, an increase of 19% over the $335 million reported in the first
quarter of 2014. Adjusted EBITDA margin was 37%, also the highest in the
company's history.
-- Free cash flow per diluted share climbs strongly. Free cash flow of $276
million was up 24% from $223 million in the first quarter of 2014.
Driven by higher cash flow and a lower share count from the share
repurchase program, free cash flow per diluted share climbed an even
stronger 36% to 4.9 cents in the first quarter of 2015, up from 3.6
cents in the first quarter of 2014.
"We repurchased 144 million shares for $534 million during the first quarter and continue to see our shares as an attractive investment. With our growing free cash flow, the successful placement of $1 billion of 5.375% Senior Notes in March, and $1.25 billion of unused revolver capacity, we have plenty of liquidity to continue returning capital to shareholders while maintaining prudent leverage. In just over two years since we began our capital return program with a special dividend, we have paid our shareholders nearly $5.3 billion and retired nearly 22% of our then outstanding shares," noted David Frear, Chief Financial Officer, SiriusXM.

INCREASED 2015 GUIDANCE

The company increased its 2015 guidance for revenue and subscribers, originally given on January 7, 2015, and reiterated its guidance for adjusted EBITDA and free cash flow:


-- Net subscriber additions of approximately 1.4 million,
-- Revenue of approximately $4.47 billion,
-- Adjusted EBITDA of approximately $1.6 billion, and
-- Free cash flow of approximately $1.25 billion.
FIRST QUARTER 2015 RESULTS





SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)


For the Three Months Ended
March 31,
---------

(in thousands, except
per share data) 2015 2014
---- ----


Revenue:

Subscriber revenue $911,470 $851,436

Advertising revenue 26,873 22,214

Equipment revenue 24,841 23,978

Other revenue 117,806 100,083
------- -------

Total revenue 1,080,990 997,711

Operating expenses:

Cost of services:

Revenue share and
royalties 212,978 195,411

Programming and content 71,146 74,870

Customer service and
billing 92,097 91,069

Satellite and
transmission 21,304 21,380

Cost of equipment 8,845 7,804

Subscriber acquisition
costs 122,260 123,022

Sales and marketing 78,744 76,327

Engineering, design and
development 14,960 15,911

General and
administrative 79,823 76,243

Depreciation and
amortization 65,027 68,267

Total operating
expenses 767,184 750,304
------- -------

Income from operations 313,806 247,407

Other income (expense):

Interest expense, net
of amounts capitalized (69,908) (54,092)

Interest and investment
income 981 4,349

Loss on change in value
of derivatives - (27,023)

Other (loss) income (258) 95

Total other expense (69,185) (76,671)
------- -------

Income before income
taxes 244,621 170,736

Income tax expense (138,929) (76,748)

Net income $105,692 $93,988
======== =======

Foreign currency
translation
adjustment, net of tax - 118

Total comprehensive
income $105,692 $94,106
======== =======

Net income per common share:

Basic $0.02 $0.02
===== =====

Diluted $0.02 $0.02
===== =====

Weighted average common shares outstanding:

Basic 5,570,748 6,094,784
========= =========

Diluted 5,639,838 6,173,848
========= =========






SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


As of March 31, As of December 31,

2015 2014
---- ----

(in thousands, except per
share data) (unaudited)

ASSETS

Current assets:

Cash and cash equivalents $482,043 $147,724

Receivables, net 219,421 220,579

Inventory, net 22,937 19,397

Prepaid expenses 135,960 116,336

Related party current assets 3,374 4,344

Deferred tax asset 937,767 1,038,603

Other current assets 2,242 2,763
----- -----

Total current assets 1,803,744 1,549,746

Property and equipment, net 1,477,657 1,510,112

Long-term restricted
investments 9,888 5,922

Deferred financing fees, net 12,909 12,021

Intangible assets, net 2,631,823 2,645,046

Goodwill 2,205,107 2,205,107

Related party long-term assets - 3,000

Long-term deferred tax asset 402,279 437,736

Other long-term assets 6,602 6,819

Total assets $8,550,009 $8,375,509
========== ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable and accrued
expenses $548,863 $587,755

Accrued interest 67,750 80,440

Current portion of deferred
revenue 1,668,484 1,632,381

Current portion of deferred
credit on executory contracts 558 1,394

Current maturities of long-
term debt 7,546 7,482

Related party current
liabilities 4,860 4,340
----- -----

Total current liabilities 2,298,061 2,313,792

Deferred revenue 156,102 151,901

Long-term debt 5,101,886 4,493,863

Related party long-term
liabilities 12,925 13,635

Other long-term liabilities 92,857 92,481

Total liabilities 7,661,831 7,065,672
--------- ---------

Stockholders' equity:

Common stock, par value
$0.001; 9,000,000 shares
authorized; 5,513,664 and
5,653,529 shares issued;
5,507,239 and 5,646,119
outstanding at March 31, 2015
and December 31, 2014,
respectively 5,514 5,653

Accumulated other
comprehensive loss, net of
tax (402) (402)

Additional paid-in capital 6,243,166 6,771,554

Treasury stock, at cost; 6,425
and 7,410 shares of common
stock at March 31, 2015 and
December 31, 2014,
respectively (24,858) (26,034)

Accumulated deficit (5,335,242) (5,440,934)
---------- ----------

Total stockholders' equity 888,178 1,309,837
------- ---------

Total liabilities and
stockholders' equity $8,550,009 $8,375,509
========== ==========






SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


For the Three Months Ended March 31,
------------------------------------

(in thousands) 2015 2014
---- ----

Cash flows from operating activities:

Net income $105,692 $93,988

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 65,027 68,267

Non-cash interest expense,
net of amortization of
premium 1,852 5,231

Provision for doubtful
accounts 10,885 10,634

Amortization of deferred
income related to equity
method investment (694) (694)

Gain on unconsolidated entity
investments, net - (4,326)

Dividend received from
unconsolidated entity
investment 3,778 4,222

Loss on change in value of
derivatives - 27,023

Share-based payment expense 19,417 18,240

Deferred income taxes 136,294 74,565

Other non-cash purchase price
adjustments (836) (945)

Changes in operating assets and liabilities:

Receivables (9,727) (11,080)

Inventory (3,540) (5,124)

Related party assets 192 654

Prepaid expenses and other
current assets (19,102) (15,682)

Other long-term assets 215 718

Accounts payable and accrued
expenses (27,918) (68,168)

Accrued interest (12,690) 15,291

Deferred revenue 40,304 34,861

Related party liabilities 503 177

Other long-term liabilities 377 3,538

Net cash provided by operating
activities 310,029 251,390


Cash flows from investing activities:

Additions to property and
equipment (29,831) (28,601)

Purchases of restricted and
other investments (3,966) -

Acquisition of business, net
of cash acquired - 1,144

Net cash used in investing
activities (33,797) (27,457)


Cash flows from financing activities:

Proceeds from exercise of
stock options - 259

Taxes paid in lieu of shares
issued for stock-based
compensation (12,711) (4,229)

Proceeds from long-term
borrowings and revolving
credit facility, net of costs 1,263,745 -

Repayment of long-term
borrowings and revolving
credit facility (657,731) (152,528)

Common stock repurchased and
retired (535,216) (81,069)

Net cash provided by (used in)
financing activities 58,087 (237,567)
------ --------

Net increase (decrease) in
cash and cash equivalents 334,319 (13,634)

Cash and cash equivalents at
beginning of period 147,724 134,805

Cash and cash equivalents at
end of period $482,043 $121,171
======== ========


Key Operating Metrics

The following table contains our key operating metrics based on our adjusted results of operations for the three months ended March 31, 2015 and 2014, respectively. Subscribers and subscription related revenues and expenses associated with our connected vehicle services are not included in our subscriber count or subscriber-based operating metrics:



Unaudited
---------

(in thousands, except
per subscriber and per
installation amounts) For the Three Months Ended March 31,
------------------------------------

2015 2014
---- ----

Self-pay subscribers 22,917 21,255

Paid promotional
subscribers 4,826 4,571

Ending subscribers (a) 27,742 25,826
====== ======


Self-pay subscribers 394 173

Paid promotional
subscribers 37 93

Net additions (a) 431 267
=== ===


Daily weighted average
number of subscribers 27,406 25,602
====== ======


Average self-pay
monthly churn 1.8% 1.9%
=== ===


New vehicle consumer
conversion rate 40% 42%
=== ===


ARPU $12.26 $12.18

SAC, per installation $33 $35

Customer service and
billing expenses, per
average subscriber $1.01 $1.09

Free cash flow $276,232 $222,789

Adjusted EBITDA $399,227 $334,782

(a)Note: Amounts may
not sum as a result of
rounding.


Glossary

Adjusted EBITDA - EBITDA is defined as net income before interest and investment income (loss); interest expense, net of amounts capitalized; income tax expense and depreciation and amortization. We adjust EBITDA to exclude the impact of other income and expense, loss on extinguishment of debt, loss on change in value of derivatives as well as certain other charges discussed below. This measure is one of the primary Non-GAAP financial measures on which we (i) evaluate the performance of our businesses, (ii) base our internal budgets and (iii) compensate management. Adjusted EBITDA is a Non-GAAP financial performance measure that excludes (if applicable): (i) certain adjustments as a result of the purchase price accounting for the merger of Sirius and XM, (ii) depreciation and amortization and (iii) share-based payment expense. The purchase price accounting adjustments include: (i) the elimination of deferred revenue associated with the investment in XM Canada, (ii) recognition of deferred subscriber revenues not recognized in purchase price accounting, and (iii) elimination of the benefit of deferred credits on executory contracts, which are primarily attributable to third party arrangements with an OEM and programming providers. We believe adjusted EBITDA is a useful measure of the underlying trend of our operating performance, which provides useful information about our business apart from the costs associated with our physical plant, capital structure and purchase price accounting. We believe investors find this Non-GAAP financial measure useful when analyzing our results and comparing our operating performance to the performance of other communications, entertainment and media companies. We believe investors use current and projected adjusted EBITDA to estimate our current and prospective enterprise value and to make investment decisions. Because we fund and build-out our satellite radio system through the periodic raising and expenditure of large amounts of capital, our results of operations reflect significant charges for depreciation expense. The exclusion of depreciation and amortization expense is useful given significant variation in depreciation and amortization expense that can result from the potential variations in estimated useful lives, all of which can vary widely across different industries or among companies within the same industry. We also believe the exclusion of share-based payment expense is useful given share-based payment expense is not directly related to the operational conditions of our business.

Adjusted EBITDA has certain limitations in that it does not take into account the impact to our statements of comprehensive income of certain expenses, including share-based payment expense and certain purchase price accounting for the merger of Sirius and XM. We endeavor to compensate for the limitations of the Non-GAAP measure presented by also providing the comparable GAAP measure with equal or greater prominence and descriptions of the reconciling items, including quantifying such items, to derive the Non-GAAP measure. Investors that wish to compare and evaluate our operating results after giving effect for these costs, should refer to net income as disclosed in our unaudited consolidated statements of comprehensive income. Since adjusted EBITDA is a Non-GAAP financial performance measure, our calculation of adjusted EBITDA may be susceptible to varying calculations; may not be comparable to other similarly titled measures of other companies; and should not be considered in isolation, as a substitute for, or superior to measures of financial performance prepared in accordance with GAAP. The reconciliation of net income to the adjusted EBITDA is calculated as follows (in thousands):



Unaudited
---------

For the Three Months
Ended March 31,
---------------------

2015 2014
---- ----

Net income (GAAP): $105,692 $93,988

Add back items excluded from Adjusted
EBITDA:

Purchase price accounting adjustments:

Revenues 1,813 1,813

Operating expenses (836) (945)

Share-based payment expense (GAAP) 19,417 18,240

Depreciation and amortization (GAAP) 65,027 68,267

Interest expense, net of amounts
capitalized (GAAP) 69,908 54,092

Interest and investment income (GAAP) (981) (4,349)

Loss on change in value of derivatives
(GAAP) - 27,023

Other loss (income) (GAAP) 258 (95)

Income tax expense (GAAP) 138,929 76,748

Adjusted EBITDA $399,227 $334,782
======== ========


Adjusted Revenues and Operating Expenses - We define this Non-GAAP financial measure as our actual revenues and operating expenses adjusted to exclude the impact of certain purchase price accounting adjustments from the merger of Sirius and XM and share-based payment expense. We use this Non-GAAP financial measure to manage our business, to set operational goals and as a basis for determining performance-based compensation for our employees. The following tables reconcile our actual revenues and operating expenses to our adjusted revenues and operating expenses for the three months ended March 31, 2015 and 2014:



Unaudited For the Three Months Ended March 31, 2015
---------------------------------------------------

(in thousands) As Reported Purchase Price Allocation of Adjusted
Accounting Share-based
Adjustments Payment Expense
---


Revenue:

Subscriber revenue $911,470 $ - $ - $911,470

Advertising revenue 26,873 - - 26,873

Equipment revenue 24,841 - - 24,841

Other revenue 117,806 1,813 - 119,619

Total revenue $1,080,990 $1,813 $ - $1,082,803
========== ====== =========================== ==========

Operating expenses

Cost of services:

Revenue share and royalties $212,978 $ - $ - $212,978

Programming and content 71,146 836 (2,227) 69,755

Customer service and billing 92,097 - (695) 91,402

Satellite and transmission 21,304 - (937) 20,367

Cost of equipment 8,845 - - 8,845

Subscriber acquisition costs 122,260 - - 122,260

Sales and marketing 78,744 - (3,744) 75,000

Engineering, design and development 14,960 - (2,134) 12,826

General and administrative 79,823 - (9,680) 70,143

Depreciation and amortization (a) 65,027 - - 65,027

Share-based payment expense - - 19,417 19,417

Total operating expenses $767,184 $836 $ - $768,020
======== ==== =========================== ========


(a) Purchase price accounting adjustments included above exclude the incremental depreciation and amortization associated with the $785,000 stepped up basis in property, equipment and intangible assets as a result of the merger of Sirius and XM.
The increased depreciation and amortization for the three months ended March 31, 2015 was $9,000.






Unaudited For the Three Months Ended March 31, 2014
---------------------------------------------------

(in thousands) As Reported Purchase Price Allocation of Adjusted
Accounting Share-based
Adjustments Payment Expense
---


Revenue:

Subscriber revenue $851,436 $ - $ - $851,436

Advertising revenue 22,214 - - 22,214

Equipment revenue 23,978 - - 23,978

Other revenue 100,083 1,813 - 101,896

Total revenue $997,711 $1,813 $ - $999,524
======== ====== =========================== ========

Operating expenses

Cost of services:

Revenue share and royalties $195,411 $ - $ - $195,411

Programming and content 74,870 945 (2,215) 73,600

Customer service and billing 91,069 - (577) 90,492

Satellite and transmission 21,380 - (946) 20,434

Cost of equipment 7,804 - - 7,804

Subscriber acquisition costs 123,022 - - 123,022

Sales and marketing 76,327 - (3,566) 72,761

Engineering, design and
development 15,911 - (1,926) 13,985

General and administrative 76,243 - (9,010) 67,233

Depreciation and amortization
(a) 68,267 - - 68,267

Share-based payment expense - - 18,240 18,240

Total operating expenses $750,304 $945 $ - $751,249
======== ==== =========================== ========


(a) Purchase price accounting adjustments included above exclude the incremental depreciation and amortization associated with the $785,000 stepped up basis in property, equipment and intangible assets as a result of the merger of Sirius and
XM. The increased depreciation and amortization for the three months ended March 31, 2014 was $10,000.


Adjusted Cash Operating Expenses - We define this Non-GAAP financial measure as our actual operating expenses adjusted to exclude the impact of certain purchase price accounting adjustments from the merger of Sirius and XM, depreciation and amortization expense, and share-based payment expense. The following table reconciles our actual operating expenses to our adjusted cash operating expenses for the three months ended March 31, 2015 and 2014:



Unaudited
---------

For the Three Months
Ended March 31,
---------------------

2015 2014
---- ----

Operating expenses (GAAP): $767,184 $750,304

Items excluded from adjusted cash
operating expenses:

Purchase price accounting
adjustments 836 945

Share-based payment expense (GAAP) (19,417) (18,240)

Depreciation and amortization
(GAAP) (65,027) (68,267)
------- -------

Adjusted cash operating expenses $683,576 $664,742
======== ========


ARPU - is derived from total earned subscriber revenue, advertising revenue and other subscription-related revenue, excluding revenue associated with our connected vehicle business, divided by the number of months in the period, divided by the daily weighted average number of subscribers for the period. Other subscription-related revenue includes the U.S. Music Royalty Fee. ARPU is calculated as follows (in thousands, except per subscriber amounts):



Unaudited
---------

For the Three Months Ended March 31,
------------------------------------

2015 2014
---- ----

Subscriber revenue,
excluding connected
vehicle (GAAP) $888,381 $832,804

Add: advertising
revenue (GAAP) 26,873 22,214

Add: other
subscription-related
revenue (GAAP) 92,654 80,768

$1,007,908 $935,786
========== ========

Daily weighted average
number of subscribers 27,406 25,602
====== ======

ARPU $12.26 $12.18
====== ======


Average self-pay monthly churn - is defined as the monthly average of self-pay deactivations for the period divided by the average number of self-pay subscribers for the period.

Customer service and billing expenses, per average subscriber - is derived from total customer service and billing expenses, excluding connected vehicle customer service and billing expenses and share-based payment expense, divided by the number of months in the period, divided by the daily weighted average number of subscribers for the period. We believe the exclusion of share-based payment expense in our calculation of customer service and billing expenses, per average subscriber, is useful as share-based payment expense is not directly related to the operational conditions that give rise to variations in the components of our customer service and billing expenses. Customer service and billing expenses, per average subscriber, is calculated as follows (in thousands, except per subscriber amounts):



Unaudited
---------

For the Three Months Ended March 31,
------------------------------------

2015 2014
---- ----


Customer service and
billing expenses,
excluding connected
vehicle (GAAP) $84,061 $84,103

Less: share-based
payment expense (GAAP) (695) (577)

$83,366 $83,526
======= =======

Daily weighted average
number of subscribers 27,406 25,602
====== ======

Customer service and
billing expenses, per
average subscriber $1.01 $1.09
===== =====


Free cash flow and free cash flow per diluted share - are derived from cash flow provided by operating activities, capital expenditures and restricted and other investment activity. The calculation for free cash flow and free cash flow per diluted share are as follows (in thousands, except per share data):





Unaudited
---------

For the Three Months Ended
March 31,
--------------------------

2015 2014
---- ----


Cash Flow information

Net cash provided by operating
activities $310,029 $251,390

Net cash used in investing
activities $(33,797) $(27,457)

Net cash provided by (used in)
financing activities $58,087 $(237,567)

Free Cash Flow

Net cash provided by operating
activities $310,029 $251,390

Additions to property and equipment (29,831) (28,601)

Purchases of restricted and other
investments (3,966) -

Free cash flow $276,232 $222,789
======== ========

Diluted weighted average common
shares outstanding 5,639,838 6,173,848
========= =========

Free cash flow per diluted share $0.049 $0.036
====== ======


New vehicle consumer conversion rate - is defined as the percentage of owners and lessees of new vehicles that receive our satellite radio service and convert to become self-paying subscribers after the initial promotion period. At the time satellite radio enabled vehicles are sold or leased, the owners or lessees generally receive trial subscriptions ranging from three to twelve months. We measure conversion rate three months after the period in which the trial service ends. The metric excludes rental and fleet vehicles.

Subscriber acquisition cost, per installation - or SAC, per installation, is derived from subscriber acquisition costs and margins from the sale of radios and accessories, excluding purchase price accounting adjustments, divided by the number of satellite radio installations in new vehicles and shipments of aftermarket radios for the period. Purchase price accounting adjustments associated with the merger of Sirius and XM include the elimination of the benefit of amortization of deferred credits on executory contracts recognized at the merger date attributable to an OEM. SAC, per installation, is calculated as follows (in thousands, except per installation amounts):



Unaudited
---------

For the Three Months
Ended March 31,
---------------------

2015 2014
---- ----


Subscriber acquisition costs
(GAAP) $122,260 $123,022

Less: margin from direct sales
of radios and accessories
(GAAP) (15,996) (16,174)

$106,264 $106,848
======== ========

Installations 3,221 3,079
===== =====

SAC, per installation $33 $35
=== ===


About SiriusXM

Sirius XM Holdings Inc. (NASDAQ: SIRI) is the world's largest radio broadcaster measured by revenue and has 27.7 million subscribers. SiriusXM creates and broadcasts commercial-free music; premier sports talk and live events; comedy; news; exclusive talk and entertainment; and the most comprehensive Latin music, sports and talk programming in radio. SiriusXM is available in vehicles from every major car company in the U.S. and on smartphones and other connected devices as well as online at siriusxm.com. SiriusXM radios and accessories are available from retailers nationwide and at shop.siriusxm.com. SiriusXM also provides premium traffic, weather, data and information services for subscribers in cars, trucks, RVs, boats and aircraft through SiriusXM Traffic(TM), SiriusXM Travel Link, NavTraffic®, NavWeather(TM), SiriusXM Aviation, SiriusXM Marine(TM), Sirius Marine Weather, XMWX Aviation(TM), and XMWX Marine(TM). SiriusXM holds a minority interest in SiriusXM Canada which has more than 2 million subscribers. SiriusXM is also a leading provider of connected vehicles services to major automakers, giving customers access to a suite of safety, security, and convenience services including automatic crash notification, stolen vehicle recovery assistance, enhanced roadside assistance and turn-by-turn navigation.

On social media, join the SiriusXM community on Facebook, Twitter, Instagram, and YouTube.

This communication contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as "will likely result," "are expected to," "will continue," "is anticipated," "estimated," "believe," "intend," "plan," "projection," "outlook" or words of similar meaning. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results may differ materially from the results anticipated in these forward-looking statements.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: our competitive position versus other radio and audio service providers; our ability to attract and retain subscribers, which is uncertain; our dependence upon the auto industry; general economic conditions; changes in consumer protection laws and their enforcement; the security of the personal information about our customers; other existing or future government laws and regulations could harm our business; failure of our satellites would significantly damage our business; the interruption or failure of our information technology and communications systems; royalties we pay for music rights, which increase over time; the unfavorable outcome of pending or future litigation; our failure to realize benefits of acquisitions or other strategic initiatives; rapid technological and industry changes; failure of third parties to perform; failure to comply with FCC requirements; modifications to our business plans; our indebtedness; and our principal stockholder has significant influence over our management and over actions requiring stockholder approval and its interests may differ from interests of other holders of our common stock. Additional factors that could cause our results to differ materially from those described in the forward-looking statements can be found in our Annual Report on Form 10-K for the year ended December 31, 2014, which is filed with the Securities and Exchange Commission (the "SEC") and available at the SEC's Internet site (http://www.sec.gov). The information set forth herein speaks only as of the date hereof, and we disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this communication.

E - SIRI

Contact Information for Investors and Financial Media:

Investors:

Hooper Stevens

212 901 6718
hooper.stevens@siriusxm.com

Media:

Patrick Reilly

212 901 6646
patrick.reilly@siriusxm.com

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SOURCE Sirius XM Holdings Inc.

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Sirius XM Holdings Inc.

Web Site: http://www.siriusxm.com


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