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      SiriusXM Reports Fourth Quarter and Full-Year 2014 Results

      SIRIUS XM logo

      News provided by

      Sirius XM Holdings Inc.

      Feb 05, 2015, 07:00 ET

      Share this article

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      NEW YORK, Feb. 5, 2015 /PRNewswire/ -- 

      • 2014 Revenue Climbs 10% to $4.18 Billion
      • Net Income Increases 31% to $493 Million in 2014
      • Record Adjusted EBITDA of $1.47 Billion in 2014, up 26%
      • 2014 Free Cash Flow Reaches Record $1.16 Billion, up 25%
      • $2.5 Billion of Stock Repurchased in 2014

      SiriusXM today announced fourth quarter and full-year 2014 operating and financial results, including record revenue of $1.09 billion and $4.18 billion for the fourth quarter and full-year, respectively, up 9% and 10% versus the prior year periods.

      Net income of $143 million and $493 million in the fourth quarter and full-year 2014, respectively, compared to $65 million and $377 million in the fourth quarter and full-year 2013.  Net income per diluted common share was $0.03 and $0.08, respectively, in the fourth quarter and full-year 2014, versus $0.01 and $0.06 in the fourth quarter and full-year 2013. Adjusted EBITDA was $381 million and $1.47 billion, respectively, in the fourth quarter and full-year, up 17% and 26% versus the prior year periods.

      "As our results demonstrate, SiriusXM had a great year by delivering to subscribers new and exciting music, sports, and talk programming; executing on our growth plan; and driving 36% growth in free cash flow per diluted share, all while investing in the future of the connected car," said Jim Meyer, Chief Executive Officer, SiriusXM.

      "We have once again set ambitious targets for 2015 to grow our subscriber base, revenue, adjusted EBITDA, and free cash flow to new, record-high levels. I'm confident in our ability to be creative and innovative as the leader in audio entertainment, making our superior service an even better experience for our subscribers in 2015," added Meyer.

      FOURTH QUARTER 2014 HIGHLIGHTS

      • Strong fourth quarter net subscriber gains. SiriusXM recorded 576,689 net new subscribers in the fourth quarter, marking the largest fourth-quarter increase since 2007. Self-pay net subscriber additions were 508,032 in the fourth quarter of 2014 compared to 411,484 in the fourth quarter of 2013.
      • Record high fourth quarter adjusted EBITDA. Adjusted EBITDA of $381 million in the fourth quarter of 2014 was the highest quarterly amount in the company's history, an increase of 17% over the fourth quarter 2013.
      • Record free cash flow per diluted share. Free cash flow reached a fourth quarter record of $331 million, while free cash flow per diluted share reached an all-time high of 5.9 cents in the fourth quarter of 2014, up 20% from the fourth quarter of 2013.

      FULL-YEAR 2014 HIGHLIGHTS

      • Full-year subscriber gains exceed targets. SiriusXM reported 2014 total and self-pay net subscriber additions, respectively, of 1,751,777 and 1,440,821, each ahead of the company's original full-year guidance of 1,250,000. The company ended 2014 with 27.3 million total paying subscribers and 22.5 million self-pay subscribers, each up 7% from the end of 2013.
      • Share buybacks reach $2.5 billion in 2014. The company returned $2.5 billion to stockholders by repurchasing 739 million shares in 2014. As of year-end, approximately $1.7 billion remained under the company's existing $6 billion share repurchase authorization.
      • Record-high adjusted EBITDA and margin. Adjusted EBITDA grew 26% to a record $1.47 billion in 2014 from $1.17 billion in 2013. Adjusted EBITDA margin grew approximately 440 basis points to a record high 35.0%.
      • Rapid expansion of free cash flow. SiriusXM reported $1.16 billion of free cash flow in 2014, up 25% from $927 million in 2013. The company reported 19.7 cents of free cash flow per diluted share in 2014, up 36% from 14.5 cents per diluted share in 2013.

      "Our repurchases of 739 million shares in 2014 represented approximately 12% of the shares outstanding at the beginning of last year. Even as we returned $2.5 billion to our stockholders, SiriusXM's leverage remained steady at about 3.1 times EBITDA, a result of rapid growth in adjusted EBITDA and the conversion of our 7% Exchangeable Notes into equity in December. In the two years since we began our capital return program with a special dividend, we have paid our shareholders over $4.8 billion and retired more than 1.3 billion shares," noted David Frear, Chief Financial Officer, SiriusXM.

      2015 GUIDANCE

      The company also reiterated its 2015 guidance, originally given on January 7, 2015, for net subscriber additions, revenue, adjusted EBITDA, and free cash flow:

      • Net subscriber additions of approximately 1.2 million,
      • Revenue of approximately $4.4 billion,
      • Adjusted EBITDA of approximately $1.6 billion, and
      • Free cash flow of approximately $1.25 billion.

      FOURTH QUARTER AND FULL-YEAR 2014 RESULTS

      SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

      CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME



      For the Three Months Ended December 31,


      For the Twelve Months Ended December 31,

      (in thousands, except per share data)

      2014


      2013


      2014


      2013


      (Unaudited)


      (Unaudited)





      Revenue:








      Subscriber revenue

      $             922,192


      $             852,547


      $          3,554,302


      $          3,284,660

      Advertising revenue

      27,970


      25,402


      100,982


      89,288

      Equipment revenue

      29,938


      25,985


      104,661


      80,573

      Other revenue

      110,852


      96,144


      421,150


      344,574

      Total revenue

      1,090,952


      1,000,078


      4,181,095


      3,799,095

      Operating expenses:








      Cost of services:








      Revenue share and royalties

      210,089


      210,625


      810,028


      677,642

      Programming and content

      77,953


      73,010


      297,313


      290,323

      Customer service and billing

      96,411


      83,749


      370,585


      320,755

      Satellite and transmission

      21,567


      20,251


      86,013


      79,292

      Cost of equipment

      15,078


      8,669


      44,397


      26,478

      Subscriber acquisition costs

      126,257


      124,050


      493,464


      495,610

      Sales and marketing

      98,488


      81,430


      336,480


      291,024

      Engineering, design and development

      15,107


      15,068


      62,784


      57,969

      General and administrative

      69,943


      77,522


      293,938


      262,135

      Depreciation and amortization

      66,402


      60,348


      266,423


      253,314

      Total operating expenses

      797,295


      754,722


      3,061,425


      2,754,542

      Income from operations

      293,657


      245,356


      1,119,670


      1,044,553

      Other income (expense):








      Interest expense, net of amounts capitalized

      (71,981)


      (54,140)


      (269,010)


      (204,671)

      Loss on extinguishment of debt and credit facilities, net

      -


      (66,229)


      -


      (190,577)

      Interest and investment income 

      5,910


      3,328


      15,498


      6,976

      Loss on change in value of derivatives

      -


      (20,393)


      (34,485)


      (20,393)

      Other income (loss)

      467


      295


      (887)


      1,204

      Total other expense

      (65,604)


      (137,139)


      (288,884)


      (407,461)

      Income before income taxes

      228,053


      108,217


      830,786


      637,092

      Income tax expense

      (84,931)


      (43,020)


      (337,545)


      (259,877)

      Net income

      $             143,122


      $               65,197


      $             493,241


      $             377,215

      Foreign currency translation adjustment, net of tax

      (114)


      (136)


      (94)


      (428)

      Total comprehensive income

      $             143,008


      $               65,061


      $             493,147


      $             376,787

      Net income per common share:








      Basic

      $                   0.03


      $                   0.01


      $                   0.09


      $                   0.06

      Diluted

      $                   0.03


      $                   0.01


      $                   0.08


      $                   0.06

      Weighted average common shares outstanding:








      Basic

      5,577,325


      6,113,889


      5,788,944


      6,227,646

      Diluted

      5,643,839


      6,203,674


      5,862,020


      6,384,791

      SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

      CONSOLIDATED BALANCE SHEETS


      As of December 31,


      As of December 31,


      2014


      2013

      (in thousands, except share and per share data)




      ASSETS




      Current assets:




      Cash and cash equivalents

      $                       147,724


      $                       134,805

      Receivables, net

      220,579


      192,912

      Inventory, net

      19,397


      13,863

      Prepaid expenses

      116,336


      110,530

      Related party current assets

      4,344


      9,145

      Deferred tax asset

      1,038,603


      937,598

      Other current assets

      2,763


      20,160

      Total current assets

      1,549,746


      1,419,013

      Property and equipment, net

      1,510,112


      1,594,574

      Long-term restricted investments

      5,922


      5,718

      Deferred financing fees, net

      12,021


      12,604

      Intangible assets, net

      2,645,046


      2,700,062

      Goodwill

      2,205,107


      2,204,553

      Related party long-term assets

      3,000


      30,164

      Long-term deferred tax asset

      437,736


      868,057

      Other long-term assets

      6,819


      10,035

      Total assets

      $                    8,375,509


      $                    8,844,780

      LIABILITIES AND STOCKHOLDERS' EQUITY




      Current liabilities:




      Accounts payable and accrued expenses

      $                       587,755


      $                       578,333

      Accrued interest

      80,440


      42,085

      Current portion of deferred revenue

      1,632,381


      1,586,611

      Current portion of deferred credit on executory contracts

      1,394


      3,781

      Current maturities of long-term debt

      7,482


      496,815

      Current maturities of long-term related party debt

      -


      10,959

      Related party current liabilities

      4,340


      20,320

      Total current liabilities

      2,313,792


      2,738,904

      Deferred revenue

      151,901


      149,026

      Deferred credit on executory contracts

      -


      1,394

      Long-term debt

      4,493,863


      3,093,821

      Related party long-term liabilities

      13,635


      16,337

      Other long-term liabilities

      92,481


      99,556

      Total liabilities

      7,065,672


      6,099,038

      Stockholders' equity:




      Preferred stock, undesignated, par value $0.001 (liquidation preference of $0.001 per share); 50,000,000 shares authorized and 0 shares issued and outstanding at December 31, 2014 and December 31, 2013

      -


      -

      Common stock, par value $0.001; 9,000,000,000 shares authorized; 5,653,529,403 and 6,096,220,526 shares issued; 5,646,119,122 and 6,096,220,526 outstanding at December 31, 2014 and December 31, 2013, respectively

      5,653


      6,096

      Accumulated other comprehensive loss, net of tax

      (402)


      (308)

      Additional paid-in capital

      6,771,554


      8,674,129

      Treasury stock, at cost; 7,410,281 and 0 shares of common stock at December 31, 2014 and December 31, 2013, respectively

      (26,034)


      -

      Accumulated deficit

      (5,440,934)


      (5,934,175)

      Total stockholders' equity

      1,309,837


      2,745,742

      Total liabilities and stockholders' equity

      $                    8,375,509


      $                    8,844,780





      SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

      CONSOLIDATED STATEMENTS OF CASH FLOWS



      For the Years Ended December 31,

      (in thousands)

      2014


      2013

      Cash flows from operating activities:




      Net income

      $                      493,241


      $                      377,215

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




      Depreciation and amortization

      266,423


      253,314

      Non-cash interest expense, net of amortization of premium

      21,039


      21,698

      Provision for doubtful accounts

      44,961


      39,016

      Amortization of deferred income related to equity method investment

      (2,776)


      (2,776)

      Loss on extinguishment of debt and credit facilities, net

      -


      190,577

      Gain on unconsolidated entity investments, net

      (5,547)


      (5,865)

      Dividend received from unconsolidated entity investment

      17,019


      22,065

      Loss on disposal of assets

      220


      351

      Loss on change in value of derivatives

      34,485


      20,393

      Share-based payment expense

      78,212


      68,876

      Deferred income taxes

      327,461


      259,787

      Other non-cash purchase price adjustments

      (3,781)


      (207,854)

      Changes in operating assets and liabilities:




      Receivables

      (72,628)


      (15,245)

      Inventory

      (5,534)


      11,474

      Related party assets

      (4,097)


      2,031

      Prepaid expenses and other current assets

      (1,195)


      16,788

      Other long-term assets

      3,173


      2,973

      Accounts payable and accrued expenses

      (17,191)


      (44,009)

      Accrued interest

      38,355


      8,131

      Deferred revenue

      48,645


      73,593

      Related party liabilities

      (206)


      (1,991)

      Other long-term liabilities

      (7,035)


      12,290

      Net cash provided by operating activities

      1,253,244


      1,102,832





      Cash flows from investing activities:




      Additions to property and equipment

      (121,646)


      (173,617)

      Purchases of restricted and other investments

      -


      (1,719)

      Acquisition of business, net of cash acquired 

      1,144


      (525,352)

      Return of capital from investment in unconsolidated entity

      24,178


      -

      Net cash used in investing activities

      (96,324)


      (700,688)





      Cash flows from financing activities:




      Proceeds from exercise of stock options

      331


      21,968

      Taxes paid in lieu of shares issued for stock-based compensation

      (37,318)


      (46,342)

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

      2,406,205


      3,156,063

      Payment of premiums on redemption of debt

      -


      (175,453)

      Repayment of long-term borrowings and revolving credit facility

      (1,016,420)


      (1,782,160)

      Repayment of related party long-term borrowings

      -


      (200,000)

      Common stock repurchased and retired

      (2,496,799)


      (1,762,360)

      Net cash used in financing activities

      (1,144,001)


      (788,284)

      Net increase (decrease) in cash and cash equivalents

      12,919


      (386,140)

      Cash and cash equivalents at beginning of period

      134,805


      520,945

      Cash and cash equivalents at end of period

      $                      147,724


      $                      134,805





      Key Operating Metrics              

      The following table contains our key operating metrics for the three and twelve months ended December 31, 2014 and 2013, respectively. Subscribers to our connected vehicle services are not included in our subscriber count:


      Unaudited

      (in thousands, except subscriber, per subscriber and per installation amounts)

      For the Three Months Ended December 31,


      For the Twelve Months Ended December 31,

      2014


      2013


      2014


      2013









      Self-pay subscribers

      22,522,638


      21,081,817


      22,522,638


      21,081,817

      Paid promotional subscribers

      4,788,449


      4,477,493


      4,788,449


      4,477,493

      Ending subscribers

      27,311,087


      25,559,310


      27,311,087


      25,559,310









      Self-pay subscribers

      508,032


      411,484


      1,440,821


      1,511,543

      Paid promotional subscribers

      68,657


      (434,240)


      310,956


      147,431

      Net additions

      576,689


      (22,756)


      1,751,777


      1,658,974









      Daily weighted average number of subscribers

      27,021,501


      25,596,580


      26,283,785


      24,886,300









      Average self-pay monthly churn

      1.8%


      1.9%


      1.9%


      1.8%









      New vehicle consumer conversion rate

      40%


      42%


      41%


      44%









      ARPU

      $                        12.49


      $                        12.31


      $                        12.38


      $                        12.23

      SAC, per installation

      $                             33


      $                             34


      $                             34


      $                             43

      Customer service and billing expenses, per average subscriber

      $                          1.07


      $                          1.04


      $                          1.07


      $                          1.06

      Free cash flow

      $                    330,674


      $                    303,193


      $                 1,155,776


      $                    927,496

      Adjusted EBITDA

      $                    381,306


      $                    325,551


      $                 1,467,775


      $                 1,166,140









      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 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 December 31,


      For the Twelve Months Ended December 31,


      2014


      2013


      2014


      2013









      Net income (GAAP):

      $             143,122


      $               65,197


      $           493,241


      $           377,215

      Add back items excluded from Adjusted EBITDA:








      Purchase price accounting adjustments:








      Revenues

      1,813


      1,813


      7,251


      7,251

      Operating expenses

      (946)


      (1,068)


      (3,781)


      (207,854)

      Share-based payment expense (GAAP)

      20,380


      19,102


      78,212


      68,876

      Depreciation and amortization (GAAP)

      66,402


      60,348


      266,423


      253,314

      Interest expense, net of amounts capitalized (GAAP)

      71,981


      54,140


      269,010


      204,671

      Loss on extinguishment of debt and credit facilities, net (GAAP)

      -


      66,229


      -


      190,577

      Interest and investment income (GAAP)

      (5,910)


      (3,328)


      (15,498)


      (6,976)

      Loss on change in value of derivatives (GAAP)

      -


      20,393


      34,485


      20,393

      Other (income) loss (GAAP)

      (467)


      (295)


      887


      (1,204)

      Income tax expense (GAAP)

      84,931


      43,020


      337,545


      259,877

      Adjusted EBITDA

      $             381,306


      $             325,551


      $        1,467,775


      $        1,166,140









      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 and twelve months ended December 31, 2014 and 2013:


      Unaudited For the Three Months Ended December 31, 2014

      (in thousands)

      As Reported


      Purchase Price Accounting Adjustments


      Allocation of Share-based Payment Expense


      Adjusted









      Revenue:








      Subscriber revenue

      $               922,192


      $                         -


      $                         -


      $               922,192

      Advertising revenue

      27,970


      -


      -


      27,970

      Equipment revenue

      29,938


      -


      -


      29,938

      Other revenue

      110,852


      1,813


      -


      112,665

      Total revenue

      $            1,090,952


      $                   1,813


      $                         -


      $            1,092,765

      Operating expenses








      Cost of services:








      Revenue share and royalties

      $               210,089


      $                         -


      $                         -


      $               210,089

      Programming and content

      77,953


      946


      (2,277)


      76,622

      Customer service and billing

      96,411


      -


      (748)


      95,663

      Satellite and transmission

      21,567


      -


      (1,004)


      20,563

      Cost of equipment

      15,078


      -


      -


      15,078

      Subscriber acquisition costs

      126,257


      -


      -


      126,257

      Sales and marketing

      98,488


      -


      (4,216)


      94,272

      Engineering, design and development

      15,107


      -


      (2,253)


      12,854

      General and administrative

      69,943


      -


      (9,882)


      60,061

      Depreciation and amortization (a)

      66,402


      -


      -


      66,402

      Share-based payment expense

      -


      -


      20,380


      20,380

      Total operating expenses

      $               797,295


      $                      946


      $                         -


      $               798,241









      (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 December 31, 2014 was $9,000.


      Unaudited For the Three Months Ended December 31, 2013

      (in thousands)

      As Reported


      Purchase Price Accounting Adjustments


      Allocation of Share-based Payment Expense


      Adjusted









      Revenue:








      Subscriber revenue

      $               852,547


      $                         -


      $                         -


      $               852,547

      Advertising revenue

      25,402


      -


      -


      25,402

      Equipment revenue

      25,985


      -


      -


      25,985

      Other revenue

      96,144


      1,813


      -


      97,957

      Total revenue

      $            1,000,078


      $                   1,813


      $                         -


      $            1,001,891

      Operating expenses








      Cost of services:








      Revenue share and royalties

      $               210,625


      $                         -


      $                         -


      $               210,625

      Programming and content

      73,010


      1,068


      (2,071)


      72,007

      Customer service and billing

      83,749


      -


      (591)


      83,158

      Satellite and transmission

      20,251


      -


      (961)


      19,290

      Cost of equipment

      8,669


      -


      -


      8,669

      Subscriber acquisition costs

      124,050


      -


      -


      124,050

      Sales and marketing

      81,430


      -


      (4,678)


      76,752

      Engineering, design and development

      15,068


      -


      (1,947)


      13,121

      General and administrative

      77,522


      -


      (8,854)


      68,668

      Depreciation and amortization (a)

      60,348


      -


      -


      60,348

      Share-based payment expense

      -


      -


      19,102


      19,102

      Total operating expenses

      $               754,722


      $                   1,068


      $                         -


      $               755,790









      (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 December 31, 2013 was $10,000. 


      Unaudited For the Twelve Months Ended December 31, 2014

      (in thousands)

      As Reported


      Purchase Price Accounting Adjustments


      Allocation of Share-based Payment Expense


      Adjusted









      Revenue:








      Subscriber revenue

      $            3,554,302


      $                         -


      $                         -


      $            3,554,302

      Advertising revenue

      100,982


      -


      -


      100,982

      Equipment revenue

      104,661


      -


      -


      104,661

      Other revenue

      421,150


      7,251


      -


      428,401

      Total revenue

      $            4,181,095


      $                   7,251


      $                         -


      $            4,188,346

      Operating expenses








      Cost of services:








      Revenue share and royalties

      $               810,028


      $                         -


      $                         -


      $               810,028

      Programming and content

      297,313


      3,781


      (9,180)


      291,914

      Customer service and billing

      370,585


      -


      (2,780)


      367,805

      Satellite and transmission

      86,013


      -


      (4,091)


      81,922

      Cost of equipment

      44,397


      -


      -


      44,397

      Subscriber acquisition costs

      493,464


      -


      -


      493,464

      Sales and marketing

      336,480


      -


      (15,454)


      321,026

      Engineering, design and development

      62,784


      -


      (8,675)


      54,109

      General and administrative

      293,938


      -


      (38,032)


      255,906

      Depreciation and amortization (a)

      266,423


      -


      -


      266,423

      Share-based payment expense

      -


      -


      78,212


      78,212

      Total operating expenses

      $            3,061,425


      $                   3,781


      $                         -


      $            3,065,206









      (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 year ended December 31, 2014 was $39,000.


      Unaudited For the Twelve Months Ended December 31, 2013

      (in thousands)

      As Reported


      Purchase Price Accounting Adjustments


      Allocation of Share-based Payment Expense


      Adjusted









      Revenue:








      Subscriber revenue

      $            3,284,660


      $                         -


      $                         -


      $            3,284,660

      Advertising revenue

      89,288


      -


      -


      89,288

      Equipment revenue

      80,573


      -


      -


      80,573

      Other revenue

      344,574


      7,251


      -


      351,825

      Total revenue

      $            3,799,095


      $                   7,251


      $                         -


      $            3,806,346

      Operating expenses








      Cost of services:








      Revenue share and royalties

      $               677,642


      $               122,534


      $                         -


      $               800,176

      Programming and content

      290,323


      8,033


      (7,584)


      290,772

      Customer service and billing

      320,755


      -


      (2,219)


      318,536

      Satellite and transmission

      79,292


      -


      (3,714)


      75,578

      Cost of equipment

      26,478


      -


      -


      26,478

      Subscriber acquisition costs

      495,610


      64,365


      -


      559,975

      Sales and marketing

      291,024


      12,922


      (14,792)


      289,154

      Engineering, design and development

      57,969


      -


      (7,405)


      50,564

      General and administrative

      262,135


      -


      (33,162)


      228,973

      Depreciation and amortization (a)

      253,314


      -


      -


      253,314

      Share-based payment expense

      -


      -


      68,876


      68,876

      Total operating expenses

      $            2,754,542


      $               207,854


      $                         -


      $            2,962,396









      (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 year ended December 31, 2013 was $47,000.

      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 and twelve months ended December 31, 2014 and 2013:


      Unaudited


      For the Three Months Ended December 31,


      For the Twelve Months Ended December 31,


      2014


      2013


      2014


      2013









      Operating expenses (GAAP):

      $             797,295


      $             754,722


      $          3,061,425


      $          2,754,542

      Items excluded from adjusted cash operating expenses:








      Purchase price accounting adjustments

      946


      1,068


      3,781


      207,854

      Share-based payment expense (GAAP)

      (20,380)


      (19,102)


      (78,212)


      (68,876)

      Depreciation and amortization (GAAP)

      (66,402)


      (60,348)


      (266,423)


      (253,314)

      Adjusted cash operating expenses

      $             711,459


      $             676,340


      $          2,720,571


      $          2,640,206









      ARPU - is derived from total earned subscriber revenue, advertising revenue and other subscription-related revenue, excluding revenue associated with our connected vehicle business, net of purchase price accounting adjustments, 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 for subscriber and per subscriber amounts):


      Unaudited


      For the Three Months Ended December 31,


      For the Twelve Months Ended December 31,


      2014


      2013


      2014


      2013









      Subscriber revenue, excluding connected vehicle (GAAP)

      $        897,308


      $        840,605


      $     3,466,050


      $     3,272,718

      Add: advertising revenue (GAAP)

      27,970


      25,402


      100,982


      89,288

      Add: other subscription-related revenue (GAAP)

      87,270


      79,111


      336,408


      290,895


      $     1,012,548


      $        945,118


      $     3,903,440


      $     3,652,901









      Daily weighted average number of subscribers

      27,021,501


      25,596,580


      26,283,785


      24,886,300









      ARPU

      $            12.49


      $            12.31


      $            12.38


      $            12.23









      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 for subscriber and per subscriber amounts):


      Unaudited


      For the Three Months Ended December 31,


      For the Twelve Months Ended December 31,


      2014


      2013


      2014


      2013









      Customer service and billing expenses, excluding connected vehicle (GAAP)

      $          87,417


      $          80,826


      $        340,094


      $        317,832

      Less: share-based payment expense (GAAP)

      (748)


      (591)


      (2,780)


      (2,219)


      $          86,669


      $          80,235


      $        337,314


      $        315,613









      Daily weighted average number of subscribers

      27,021,501


      25,596,580


      26,283,785


      24,886,300









      Customer service and billing expenses, per average subscriber

      $              1.07


      $              1.04


      $              1.07


      $              1.06









      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 share and per share data):


      Unaudited


      For the Three Months Ended December 31,


      For the Twelve Months Ended December 31,


      2014


      2013


      2014


      2013









      Cash Flow information








      Net cash provided by operating activities

      $             365,076


      $             358,575


      $          1,253,244


      $          1,102,832

      Net cash used in investing activities

      $             (34,402)


      $           (580,734)


      $             (96,324)


      $           (700,688)

      Net cash used in financing activities

      $           (286,535)


      $           (359,820)


      $        (1,144,001)


      $           (788,284)

      Free Cash Flow








      Net cash provided by operating activities

      $             365,076


      $             358,575


      $          1,253,244


      $          1,102,832

      Additions to property and equipment

      (34,402)


      (55,382)


      (121,646)


      (173,617)

      Purchases of restricted and other investments

      -


      -


      -


      (1,719)

      Return of capital from investment in unconsolidated entity

      -


      -


      24,178


      -

      Free cash flow

      $             330,674


      $             303,193


      $          1,155,776


      $             927,496









      Diluted weighted average common shares outstanding

      5,643,839


      6,203,674


      5,862,020


      6,384,791









      Free cash flow per diluted share

      $                 0.059


      $                 0.049


      $                 0.197


      $                 0.145









      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 for installation amounts):


      Unaudited


      For the Three Months Ended December 31,


      For the Twelve Months Ended December 31,


      2014


      2013


      2014


      2013









      Subscriber acquisition costs (GAAP)

      $             126,257


      $             124,050


      $             493,464


      $             495,610

      Less: margin from direct sales of radios and accessories (GAAP)

      (14,860)


      (17,316)


      (60,264)


      (54,095)

      Add: purchase price accounting adjustments

      -


      -


      -


      64,365


      $             111,397


      $             106,734


      $             433,200


      $             505,880









      Installations

      3,391,422


      3,107,237


      12,787,537


      11,765,078









      SAC, per installation

      $                      33


      $                      34


      $                      34


      $                      43

















      About SiriusXM

      Sirius XM Holdings Inc. (NASDAQ: SIRI) is the world's largest radio broadcaster measured by revenue and has 27.3 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 from retailers nationwide as well as at shop.siriusxm.com. SiriusXM programming is available through the SiriusXM Internet Radio App for smartphones and other connected devices as well as online at siriusxm.com. SiriusXM also provides premium traffic, weather, data and information services for subscribers in cars, trucks, RVs, boats and aircraft through SiriusXM Traffic™, SiriusXM Travel Link, NavTraffic®, NavWeather™, SiriusXM Aviation, SiriusXM Marine™, Sirius Marine Weather, XMWX Aviation™, and XMWX Marine™.  SiriusXM holds a minority interest in SiriusXM Canada which has more than 2 million subscribers.

      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 entertainment providers; our ability to attract and retain subscribers, which is uncertain; our dependence upon the auto industry; general economic conditions; failure of our satellites, which, in most cases, are not insured; the interruption or failure of our information and communications systems; the security of the personal information about our customers; 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; rapid technological and industry change; failure of third parties to perform; changes in consumer protection laws and their enforcement; failure to comply with FCC requirements and other government regulations; and our indebtedness.  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, 2013, 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
      [email protected]

      Media:
      Patrick Reilly
      212 901 6646
      [email protected]

      Logo - http://photos.prnewswire.com/prnh/20101014/NY82093LOGO 

      SOURCE Sirius XM Holdings Inc.

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