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.