NEW YORK, July 29, 2014 /PRNewswire/ --


    --  Revenue Exceeds $1.0 Billion, Up 10% From Second Quarter of 2013
    --  Net Income of $120 Million
    --  Adjusted EBITDA Grows 31% to a Record $370 Million
    --  Free Cash Flow Increases 42% to a Record $335 Million
    --  Share Repurchases Exceed $1.6 Billion in 2014
    --  2014 Financial Guidance Raised

SiriusXM announced second quarter 2014 financial and operating results, including revenue of $1.035 billion, up 10% from the second quarter 2013. Net income was $120 million, or $0.02 per diluted share, in the second quarter of 2014.

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Adjusted net income climbed 60% to $131 million in the second quarter of 2014 from $82 million in the second quarter of 2013. Adjusted EBITDA for the second quarter of 2014 reached a record $370 million, up 31% from $283 million in the second quarter of 2013.

"SiriusXM once again posted outstanding results in the second quarter by adding 475,000 total net new subscribers, including 380,000 net new self-pay subscribers. We set new records for trial conversions to self-pay, adjusted EBITDA and adjusted EBITDA margin in the quarter, and we are raising our 2014 guidance for revenue, adjusted EBITDA, and free cash flow," stated Jim Meyer, Chief Executive Officer, SiriusXM.

"Our extraordinary operating performance supported the buyback of over 350 million shares in the quarter, or approximately 6% of our outstanding stock. Perhaps more importantly, we improved our superior content by adding even more channels and shows created with major brands and personalities, such as Joel Osteen, NBC's TODAY Show, and YouTube, and we expanded the range and depth of our commercial-free music programming with the introduction of three new channels in the categories of country, women's pop, and dance," added Meyer. "As the leader in audio entertainment, we never rest in searching for new content that our subscribers will love."

Additional financial and operating highlights of the second quarter include:


    --  Subscribers Exceed 26.3 Million.  Net subscriber additions in the second
        quarter of 2014 were 475,472.  The total paid subscriber base reached a
        record 26.3 million, up 5% from a year earlier.  Self-pay net subscriber
        additions were 379,711, and the self-pay subscriber base reached a
        record high of 21.6 million, up 7% from the second quarter of 2013. Paid
        and unpaid trials combined to produce a total trial funnel of 7.3
        million at the end of the second quarter of 2014, the largest in our
        history.
    --  Adjusted EBITDA and Adjusted EBITDA Margin Highest Ever.  Adjusted
        EBITDA climbed 31% from the second quarter of 2013 to a record quarterly
        amount of $370 million.  The Company's adjusted EBITDA margin reached a
        record 35.7% in the second quarter of 2014, up approximately 570 basis
        points from the second quarter of 2013.
    --  Free Cash Flow Per Share Climbs 47%.  Free cash flow in the second
        quarter of 2014 was $335 million, up 42% from $237 million in the second
        quarter of 2013.  Free cash flow per diluted share was 5.4 cents in the
        second quarter of 2014, up 47% from 3.7 cents in the second quarter of
        2013.

"Since we launched our capital return program in late 2012, we have returned approximately $3.75 billion to stockholders in less than two years," noted David Frear, Chief Financial Officer, SiriusXM.

"On July 15th, our Board of Directors increased our cumulative share repurchase authorization to $6 billion. Total debt-to-adjusted EBITDA at the end of the second quarter 2014 was 3.5 times, and our $1.25 billion revolving credit was undrawn, leaving us ample liquidity to return capital to shareholders and pursue strategic opportunities as they arise," added Frear.

2014 GUIDANCE

SiriusXM reaffirmed its previously issued 2014 guidance for net subscriber additions and increased its guidance for revenue, adjusted EBITDA, and free cash flow:


    --  Net subscriber additions of approximately 1.25 million,
    --  Revenue of approximately $4.1 billion,
    --  Adjusted EBITDA of approximately $1.425 billion, and
    --  Free cash flow of approximately $1.1 billion.

SECOND QUARTER 2014 RESULTS


                                                 SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

                                             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                                                               (UNAUDITED)


                                                   For the Three Months Ended June 30,              For the Six Months Ended June 30,
                                                   -----------------------------------              ---------------------------------

    (in thousands, except
     per share data)                                           2014                            2013                 2014                      2013
                                                               ----                            ----                 ----                      ----

    Revenue:

    Subscriber revenue                                     $878,160                        $814,718           $1,729,596                $1,598,060

    Advertising revenue                                      25,498                          21,757               47,712                    41,968

    Equipment revenue                                        27,616                          18,443               51,594                    36,599

    Other revenue                                           104,071                          85,192              204,154                   160,881
                                                            -------                          ------              -------                   -------

    Total revenue                                         1,035,345                         940,110            2,033,056                 1,837,508

    Operating expenses:

    Cost of services:

    Revenue share and
     royalties                                              200,221                         155,859              395,632                   304,390

    Programming and content                                  69,570                          70,381              144,440                   144,991

    Customer service and
     billing                                                 90,092                          80,290              181,161                   160,684

    Satellite and
     transmission                                            21,272                          19,493               42,651                    39,188

    Cost of equipment                                        12,030                           5,442               19,834                    12,469

    Subscriber acquisition
     costs                                                  124,407                         129,992              247,429                   246,103

    Sales and marketing                                      77,759                          68,058              154,086                   133,956

    Engineering, design and
     development                                             15,630                          15,052               31,541                    29,894

    General and
     administrative                                          72,582                          60,392              148,825                   116,732

    Depreciation and
     amortization                                            67,204                          67,415              135,471                   134,433

    Total operating expenses                                750,767                         672,374            1,501,070                 1,322,840
                                                            -------                         -------            ---------                 ---------

    Income from operations                                  284,578                         267,736              531,986                   514,668

    Other income (expense):

    Interest expense, net of
     amounts capitalized                                   (67,521)                       (49,728)           (121,613)                 (95,902)

    Loss on extinguishment
     of debt and credit
     facilities, net                                              -                       (16,377)                   -                 (16,377)

    Interest and investment
     (loss) income                                          (1,066)                            294                3,283                     1,932

    Loss on change in value
     of derivatives                                         (7,463)                              -            (34,485)                        -

    Other (loss) income                                     (1,745)                            256              (1,652)                      502

    Total other expense                                    (77,795)                       (65,555)           (154,467)                (109,845)
                                                            -------                         -------             --------                  --------

    Income before income
     taxes                                                  206,783                         202,181              377,519                   404,823

    Income tax expense                                     (86,822)                       (76,659)           (163,570)                (155,699)

    Net income                                             $119,961                        $125,522             $213,949                  $249,124
                                                           ========                        ========             ========                  ========

    Foreign currency
     translation adjustment,
     net of tax                                                (40)                          (109)                  78                     (281)

    Total comprehensive
     income                                                $119,921                        $125,413             $214,027                  $248,843
                                                           ========                        ========             ========                  ========

    Net income per common share:

    Basic                                                     $0.02                           $0.02                $0.04                     $0.04
                                                              =====                           =====                =====                     =====

    Diluted                                                   $0.02                           $0.02                $0.04                     $0.04
                                                              =====                           =====                =====                     =====

    Weighted average common shares outstanding:

    Basic                                                 5,865,032                       6,354,755            5,979,273                 6,307,541
                                                          =========                       =========            =========                 =========

    Diluted                                               6,210,078                       6,447,517            6,054,771                 6,526,698
                                                          =========                       =========            =========                 =========



       SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

             CONSOLIDATED BALANCE SHEETS

                                                As of June 30,             As of December 31,
                                                --------------             ------------------

                                                                      2014                            2013
                                                                      ----                            ----

      (in thousands, except share and per share
      data)                                      (Unaudited)

                        ASSETS

     Current assets:

     Cash and cash equivalents                                    $169,980                        $134,805

     Accounts receivable, net                                      109,117                         103,937

     Receivables from distributors                                  93,159                          88,975

     Inventory, net                                                 21,555                          13,863

     Prepaid expenses                                              110,994                         110,530

     Related party current assets                                    4,937                           9,145

     Deferred tax asset                                            846,612                         937,598

     Other current assets                                           13,764                          20,160
                                                                    ------                          ------

     Total current assets                                        1,370,118                       1,419,013

     Property and equipment, net                                 1,549,881                       1,594,574

     Long-term restricted investments                                5,718                           5,718

     Deferred financing fees, net                                   13,334                          12,604

     Intangible assets, net                                      2,672,118                       2,700,062

     Goodwill                                                    2,203,409                       2,204,553

     Related party long-term assets                                    108                          30,164

     Long-term deferred tax asset                                  801,079                         868,057

     Other long-term assets                                          8,769                          10,035

     Total assets                                               $8,624,534                      $8,844,780
                                                                ==========                      ==========

         LIABILITIES AND STOCKHOLDERS' EQUITY

     Current liabilities:

     Accounts payable and accrued expenses                        $560,591                        $578,333

     Accrued interest                                               55,028                          42,085

     Current portion of deferred revenue                         1,635,901                       1,586,611

      Current portion of deferred credit on
      executory contracts                                            3,285                           3,781

     Current maturities of long-term debt                          497,884                         496,815

      Current maturities of long-term related
      party debt                                                    10,981                          10,959

     Related party current liabilities                               4,961                          20,320
                                                                     -----                          ------

     Total current liabilities                                   2,768,631                       2,738,904

     Deferred revenue                                              144,717                         149,026

     Deferred credit on executory contracts                              -                          1,394

     Long-term debt                                              4,115,429                       3,093,821

     Related party long-term liabilities                            15,055                          16,337

     Other long-term liabilities                                    94,813                          99,556

     Total liabilities                                           7,138,645                       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
      June 30, 2014 and December 31, 2013                                -                              -

     Common stock, par value $0.001;
      9,000,000,000 shares authorized;
      5,712,347,567 and 6,096,220,526 shares
      issued; 5,706,347,567 and 6,096,220,526
      outstanding at June 30, 2014 and December
      31, 2013, respectively                                         5,712                           6,096

      Accumulated other comprehensive loss, net
      of tax                                                         (230)                          (308)

     Additional paid-in capital                                  7,221,372                       8,674,129

      Treasury stock, at cost; 6,000,000 and 0
      shares of common stock at June 30, 2014
      and December 31, 2013, respectively                         (20,739)                              -

     Accumulated deficit                                       (5,720,226)                    (5,934,175)
                                                                ----------                      ----------

     Total stockholders' equity                                  1,485,889                       2,745,742
                                                                 ---------                       ---------

     Total liabilities and stockholders' equity                 $8,624,534                      $8,844,780
                                                                ==========                      ==========


       SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

        CONSOLIDATED STATEMENTS OF CASH FLOWS

                     (UNAUDITED)

                                                 For the Six Months Ended June 30,
                                                 ---------------------------------

     (in thousands)                                               2014                     2013
                                                                  ----                     ----

     Cash flows from operating activities:

     Net income                                               $213,949                 $249,124

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

     Depreciation and amortization                             135,471                  134,433

      Non-cash interest expense, net of
      amortization of premium                                   10,779                   10,932

     Provision for doubtful accounts                            21,287                   20,153

      Amortization of deferred income related to
      equity method investment                                 (1,388)                 (1,388)

      Loss on extinguishment of debt and credit
      facilities, net                                                -                  16,377

      Gain on unconsolidated entity investments,
      net                                                        (966)                 (1,382)

      Dividend received from unconsolidated
      entity investment                                          8,554                   13,217

     Loss on disposal of assets                                      -                     126

     Loss on change in value of derivatives                     34,485                        -

     Share-based payment expense                                36,027                   30,012

     Deferred income taxes                                     157,965                  159,191

     Other non-cash purchase price adjustments                 (1,890)               (137,889)

      Changes in operating assets and
      liabilities:

     Accounts receivable                                      (26,467)                (15,214)

     Receivables from distributors                             (4,184)                 (6,863)

     Inventory                                                 (7,692)                   8,649

     Related party assets                                        2,388                      205

     Prepaid expenses and other current assets                 (1,057)                (28,317)

     Other long-term assets                                      1,238                    1,353

     Accounts payable and accrued expenses                    (40,098)                (69,310)

     Accrued interest                                           12,943                    3,868

     Deferred revenue                                           44,981                   59,116

     Related party liabilities                                     449                    1,171

     Other long-term liabilities                               (4,702)                 (5,543)

     Net cash provided by operating activities                 592,072                  442,021
                                                               -------                  -------


     Cash flows from investing activities:

     Additions to property and equipment                      (58,417)                (62,980)

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

      Return of capital from investment in
      unconsolidated entity                                     24,178                        -

     Net cash used in investing activities                    (33,095)                (62,980)
                                                               -------                  -------


     Cash flows from financing activities:

     Proceeds from exercise of stock options                       260                   21,658

      Taxes paid in lieu of shares issued for
      stock-based compensation                                 (7,313)                       -

      Proceeds from long-term borrowings and
      revolving credit facility, net of costs                1,921,230                1,136,640

     Payment of premiums on redemption of debt                       -                (14,719)

      Repayment of long-term borrowings and
      revolving credit facility                              (905,815)               (283,180)

     Common stock repurchased and retired                  (1,532,164)             (1,108,616)

     Net cash used in financing activities                   (523,802)               (248,217)
                                                              --------                 --------

     Net increase in cash and cash equivalents                  35,175                  130,824

      Cash and cash equivalents at beginning of
      period                                                   134,805                  520,945

     Cash and cash equivalents at end of period               $169,980                 $651,769
                                                              ========                 ========

Key Operating Metrics

The following table contains our key operating metrics for the three and six months ended June 30, 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 June 30,              For the Six Months Ended June 30,
                                                                                         -----------------------------------              ---------------------------------

                                                                                    2014                                             2013                                             2014            2013
                                                                                    ----                                             ----                                             ----            ----


     Self-pay subscribers                                                                                                 21,635,008                                       20,297,736      21,635,008      20,297,736

     Paid promotional subscribers                                                                                          4,666,573                                        4,771,252       4,666,573       4,771,252

     Ending subscribers                                                                                                   26,301,581                                       25,068,988      26,301,581      25,068,988
                                                                                                                          ==========                                       ==========      ==========      ==========


     Self-pay subscribers                                                                                                    379,711                                          423,076         553,191         727,462

     Paid promotional subscribers                                                                                             95,761                                          292,686         189,080         441,190

     Net additions                                                                                                           475,472                                          715,762         742,271       1,168,652
                                                                                                                             =======                                          =======         =======       =========


     Daily weighted average number of subscribers                                                                         26,005,691                                       24,651,268      25,805,030      24,331,646
                                                                                                                          ==========                                       ==========      ==========      ==========


     Average self-pay monthly churn                                                                                             1.8%                                            1.7%           1.9%           1.8%
                                                                                                                                 ===                                              ===             ===             ===


     New vehicle consumer conversion rate                                                                                        42%                                             45%            42%            44%
                                                                                                                                 ===                                              ===             ===             ===


     ARPU                                                                                                                     $12.36                                           $12.28          $12.27          $12.16

     SAC, per installation                                                                                                       $33                                              $47             $34             $47

     Customer service and billing expenses, per average subscriber                                                             $1.05                                            $1.08           $1.07           $1.09

     Free cash flow                                                                                                         $335,044                                         $236,560        $557,833        $379,041

     Adjusted EBITDA                                                                                                        $370,437                                         $282,979        $705,220        $544,850

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 the significant variation in expense that can result from changes in the fair value as determined using the Black-Scholes-Merton model which varies based on assumptions used for the expected life, expected stock price volatility and risk-free interest rates.

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 June 30,              For the Six Months Ended June 30,
                                                                     -----------------------------------              ---------------------------------

                                                                                 2014                            2013                2014                       2013
                                                                                 ----                            ----                ----                       ----


    Net income (GAAP):                                                       $119,961                        $125,522            $213,949                   $249,124

    Add back items excluded from Adjusted EBITDA:

    Purchase price accounting adjustments:

    Revenues                                                                    1,813                           1,813               3,626                      3,626

    Operating expenses                                                          (945)                       (69,479)            (1,890)                 (137,889)

    Share-based payment expense (GAAP)                                         17,787                          15,494              36,027                     30,012

    Depreciation and amortization (GAAP)                                       67,204                          67,415             135,471                    134,433

    Interest expense, net of amounts capitalized (GAAP)                        67,521                          49,728             121,613                     95,902

    Loss on extinguishment of debt and credit facilities, net (GAAP)                -                         16,377                   -                    16,377

    Interest and investment loss (income) (GAAP)                                1,066                           (294)            (3,283)                   (1,932)

    Loss on change in value of derivatives (GAAP)                               7,463                               -             34,485                          -

    Other loss (income) (GAAP)                                                  1,745                           (256)              1,652                      (502)

    Income tax expense (GAAP)                                                  86,822                          76,659             163,570                    155,699

    Adjusted EBITDA                                                          $370,437                        $282,979            $705,220                   $544,850
                                                                             ========                        ========            ========                   ========

Adjusted Net Income - We define this Non-GAAP financial measure as our actual net income adjusted to exclude the impact of certain purchase price accounting adjustments and the loss on change in value of derivatives, net of income tax expense. The following table reconciles our actual income before income taxes to our adjusted net income for the three and six months ended June 30, 2014 and 2013 (in thousands):


                                                                                          Unaudited
                                                                                          ---------

                                                      For the Three Months Ended June 30,           For the Six Months Ended June 30,
                                                      -----------------------------------           ---------------------------------

                                                                  2014                         2013                2014                       2013
                                                                  ----                         ----                ----                       ----


    Income before income taxes (GAAP):                        $206,783                     $202,181            $377,519                   $404,823

    Add back items excluded from adjusted net income:

    Purchase price accounting adjustments:

    Revenues                                                     1,813                        1,813               3,626                      3,626

    Operating expenses                                           (945)                    (69,479)            (1,890)                 (137,889)

    Loss on change in value of derivatives (GAAP)                7,463                            -             34,485                          -

    Adjusted income before income taxes                       $215,114                     $134,515            $413,740                   $270,560

    Allocable income tax expense                              (83,679)                    (52,461)          (160,945)                 (105,518)

    Adjusted net income                                       $131,435                      $82,054            $252,795                   $165,042
                                                              ========                      =======            ========                   ========

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 six months ended June 30, 2014 and 2013:


                                                  Unaudited For the Three Months Ended June 30, 2014
                                                  --------------------------------------------------

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


     Revenue:

     Subscriber revenue                                                  $878,160                                              $ -                         $ -            $878,160

     Advertising revenue                                                   25,498                                                -                           -              25,498

     Equipment revenue                                                     27,616                                                -                           -              27,616

     Other revenue                                                        104,071                                            1,813                            -             105,884

     Total revenue                                                     $1,035,345                                           $1,813                          $ -          $1,037,158
                                                                       ==========                                           ======                          ===          ==========

     Operating expenses

     Cost of services:

     Revenue share and royalties                                         $200,221                                              $ -                         $ -            $200,221

     Programming and content                                               69,570                                              945                      (2,254)              68,261

     Customer service and billing                                          90,092                                                -                       (587)              89,505

     Satellite and transmission                                            21,272                                                -                       (956)              20,316

     Cost of equipment                                                     12,030                                                -                           -              12,030

     Subscriber acquisition costs                                         124,407                                                -                           -             124,407

     Sales and marketing                                                   77,759                                                -                     (3,407)              74,352

     Engineering, design and development                                   15,630                                                -                     (1,937)              13,693

     General and administrative                                            72,582                                                -                     (8,646)              63,936

     Depreciation and amortization (a)                                     67,204                                                -                           -              67,204

     Share-based payment expense                                                -                                               -                      17,787               17,787

     Total operating expenses                                            $750,767                                             $945                          $ -            $751,712
                                                                         ========                                             ====                          ===            ========


     (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 June 30, 2014 was $10,000.


                                                      Unaudited For the Three Months Ended June 30, 2013
                                                      --------------------------------------------------

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


     Revenue:

     Subscriber revenue                                                               $814,718                         $                         -                $                         -           $814,718

     Advertising revenue                                                                21,757                                                   -                                          -             21,757

     Equipment revenue                                                                  18,443                                                   -                                          -             18,443

     Other revenue                                                                      85,192                                               1,813                                           -             87,005

     Total revenue                                                                    $940,110                                              $1,813                 $                         -           $941,923
                                                                                      ========                                              ======                 ===========================           ========

     Operating expenses

     Cost of services:

     Revenue share and royalties                                                      $155,859                                             $40,831                 $                         -           $196,690

     Programming and content                                                            70,381                                               2,478                                     (1,639)             71,220

     Customer service and billing                                                       80,290                                                   -                                      (511)             79,779

     Satellite and transmission                                                         19,493                                                   -                                      (827)             18,666

     Cost of equipment                                                                   5,442                                                   -                                          -              5,442

     Subscriber acquisition costs                                                      129,992                                              22,017                                           -            152,009

     Sales and marketing                                                                68,058                                               4,153                                     (3,182)             69,029

     Engineering, design and development                                                15,052                                                   -                                    (1,634)             13,418

     General and administrative                                                         60,392                                                   -                                    (7,701)             52,691

     Depreciation and amortization (a)                                                  67,415                                                   -                                          -             67,415

     Share-based payment expense                                                             -                                                  -                                     15,494              15,494

     Total operating expenses                                                         $672,374                                             $69,479                 $                         -           $741,853
                                                                                      ========                                             =======                 ===========================           ========


      (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 June 30, 2013 was $12,000.


                                                  Unaudited For the Six Months Ended June 30, 2014
                                                  ------------------------------------------------

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


     Revenue:

     Subscriber revenue                                                $1,729,596                                             $ -                         $ -           $1,729,596

     Advertising revenue                                                   47,712                                               -                           -               47,712

     Equipment revenue                                                     51,594                                               -                           -               51,594

     Other revenue                                                        204,154                                           3,626                            -              207,780

     Total revenue                                                     $2,033,056                                          $3,626                          $ -           $2,036,682
                                                                       ==========                                          ======                          ===           ==========

     Operating expenses

     Cost of services:

     Revenue share and royalties                                         $395,632                                             $ -                         $ -             $395,632

     Programming and content                                              144,440                                           1,890                      (4,469)              141,861

     Customer service and billing                                         181,161                                               -                     (1,164)              179,997

     Satellite and transmission                                            42,651                                               -                     (1,902)               40,749

     Cost of equipment                                                     19,834                                               -                           -               19,834

     Subscriber acquisition costs                                         247,429                                               -                           -              247,429

     Sales and marketing                                                  154,086                                               -                     (6,973)              147,113

     Engineering, design and development                                   31,541                                               -                     (3,863)               27,678

     General and administrative                                           148,825                                               -                    (17,656)              131,169

     Depreciation and amortization (a)                                    135,471                                               -                           -              135,471

     Share-based payment expense                                                -                                              -                      36,027                36,027

     Total operating expenses                                          $1,501,070                                          $1,890                          $ -           $1,502,960
                                                                       ==========                                          ======                          ===           ==========


     (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 six months ended June 30, 2014 was $20,000.


                                                  Unaudited For the Six Months Ended June 30, 2013
                                                  ------------------------------------------------

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


     Revenue:

     Subscriber revenue                                                $1,598,060                                              $ -                          $ -           $1,598,060

     Advertising revenue                                                   41,968                                                -                            -               41,968

     Equipment revenue                                                     36,599                                                -                            -               36,599

     Other revenue                                                        160,881                                            3,626                             -              164,507

     Total revenue                                                     $1,837,508                                           $3,626                           $ -           $1,841,134
                                                                       ==========                                           ======                           ===           ==========

     Operating expenses

     Cost of services:

     Revenue share and royalties                                         $304,390                                          $80,592                           $ -             $384,982

     Programming and content                                              144,991                                            4,956                       (3,281)              146,666

     Customer service and billing                                         160,684                                                -                        (981)              159,703

     Satellite and transmission                                            39,188                                                -                      (1,677)               37,511

     Cost of equipment                                                     12,469                                                -                            -               12,469

     Subscriber acquisition costs                                         246,103                                           44,022                             -              290,125

     Sales and marketing                                                  133,956                                            8,319                       (6,243)              136,032

     Engineering, design and development                                   29,894                                                -                      (3,281)               26,613

     General and administrative                                           116,732                                                -                     (14,549)              102,183

     Depreciation and amortization (a)                                    134,433                                                -                            -              134,433

     Share-based payment expense                                                -                                               -                       30,012                30,012

     Total operating expenses                                          $1,322,840                                         $137,889                           $ -           $1,460,729
                                                                       ==========                                         ========                           ===           ==========


     (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 six months ended June 30, 2013 was $25,000.

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
                             June 30,                       For the Six Months Ended

                                                                    June 30,
                                                                    --------

                             2014                     2013                  2014           2013
                             ----                     ----                  ----           ----


    Subscriber
     revenue,
     excluding
     connected
     vehicle (GAAP)      $855,846                 $814,718            $1,688,649     $1,598,060

    Add: advertising
     revenue (GAAP)        25,498                   21,757                47,712         41,968

    Add: other
     subscription-
     related revenue
     (GAAP)                82,990                   71,648               163,758        135,785

                         $964,334                 $908,123            $1,900,119     $1,775,813
                         ========                 ========            ==========     ==========


    Daily weighted
     average number
     of subscribers    26,005,691               24,651,268            25,805,030     24,331,646
                       ==========               ==========            ==========     ==========


    ARPU                   $12.36                   $12.28                $12.27         $12.16
                           ======                   ======                ======         ======

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 given the significant variation in expense that can result from changes in the fair market value of our common stock, the effect of which is unrelated 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               For the Six Months Ended

                              June 30,                               June 30,
                              --------                               --------

                              2014                      2013                      2014       2013
                              ----                      ----                      ----       ----


    Customer
     service and
     billing
     expenses,
     excluding
     connected
     vehicle (GAAP)        $82,705                   $80,290                  $166,809   $160,684

    Less: share-
     based payment
     expense (GAAP)          (587)                    (511)                  (1,164)     (981)

                           $82,118                   $79,779                  $165,645   $159,703
                           =======                   =======                  ========   ========


    Daily weighted
     average number
     of subscribers     26,005,691                24,651,268                25,805,030 24,331,646
                        ==========                ==========                ========== ==========


    Customer
     service and
     billing
     expenses, per
     average
     subscriber              $1.05                     $1.08                     $1.07      $1.09
                             =====                     =====                     =====      =====

Free cash flow - is 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 June 30,            For the Six Months Ended June 30,
                                                               -----------------------------------            ---------------------------------

                                                                           2014                          2013                2014                       2013
                                                                           ----                          ----                ----                       ----


    Cash Flow information

    Net cash provided by operating activities                          $340,682                      $273,106            $592,072                   $442,021

    Net cash used in investing activities                              $(5,638)                    $(36,546)          $(33,095)                 $(62,980)

    Net cash used in financing activities                            $(286,235)                     $208,482          $(523,802)                $(248,217)

    Free Cash Flow

    Net cash provided by operating activities                          $340,682                      $273,106            $592,072                   $442,021

    Additions to property and equipment                                (29,816)                     (36,546)           (58,417)                  (62,980)

    Return of capital from investment in unconsolidated entity           24,178                             -             24,178                          -

    Free cash flow                                                     $335,044                      $236,560            $557,833                   $379,041
                                                                       ========                      ========            ========                   ========


    Diluted weighted average common shares outstanding                6,210,078                     6,447,517           6,054,771                  6,526,698
                                                                      =========                     =========           =========                  =========


    Free cash flow per diluted share                                      $0.05                         $0.04               $0.09                      $0.06
                                                                          =====                         =====               =====                      =====

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 June 30,           For the Six Months Ended June 30,
                                                                     -----------------------------------           ---------------------------------

                                                                                 2014                         2013                2014                      2013
                                                                                 ----                         ----                ----                      ----


     Subscriber acquisition costs (GAAP)                                     $124,407                     $129,992            $247,429                  $246,103

     Less: margin from direct sales of radios and accessories (GAAP)         (15,586)                    (13,001)           (31,760)                 (24,130)

     Add: purchase price accounting adjustments                                     -                      22,017                   -                   44,022

                                                                             $108,821                     $139,008            $215,669                  $265,995
                                                                             ========                     ========            ========                  ========


     Installations                                                          3,279,564                    2,973,267           6,358,074                 5,684,160
                                                                            =========                    =========           =========                 =========


     SAC, per installation                                                        $33                          $47                 $34                       $47
                                                                                  ===                          ===                 ===                       ===

Second quarter 2014 financial information about Sirius XM Radio Inc. will be posted to our website at investor.siriusxm.com. Sirius XM Radio Inc. is furnishing this information in order to comply with the reporting obligations in the indentures governing its outstanding notes.

About SiriusXM

Sirius XM Holdings Inc. (NASDAQ: SIRI) is the world's largest radio broadcaster measured by revenue and has 26.3 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(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.

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
hooper.stevens@siriusxm.com

Media:

Patrick Reilly
212 901 6646
patrick.reilly@siriusxm.com

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SOURCE Sirius XM Holdings Inc.