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


    --  Self-pay Net Additions Increase 37% to 519,000
    --  Record Second Quarter Revenue up 8% to $1.12 Billion
    --  Net Income of $103 Million, Including a Pre-tax $108 Million Settlement
    --  Adjusted EBITDA Climbs 12% to a Record $415 Million
    --  Free Cash Flow Reaches $371 Million, up 11%
    --  GAAP EPS of $0.02; Adjusted EPS of $0.03, Excluding Settlement

SiriusXM today announced second quarter 2015 operating and financial results, including record second quarter revenue of $1.12 billion, up 8% versus the second quarter of 2014.

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

Net income in the second quarter of 2015 was $103 million, including a pre-tax $108 million charge to settle certain royalty litigation, versus $120 million in the second quarter of 2014. Net income per diluted common share was $0.02 in the second quarter of 2015 and 2014. Adjusted EBITDA was $415 million in the second quarter of 2015, up 12% from $370 million in the second quarter of 2014.

Adjusted net income was $170 million in the second quarter of 2015, up 29% from $131 million in the second quarter of 2014. Adjusted net income per diluted common share was $0.03 in the second quarter of 2015 compared to $0.02 in the second quarter of 2014. Adjusted net income excludes the impact of the settlement of certain royalty litigation during the second quarter of 2015.

"After another quarter of exceptional execution and subscriber growth, we are increasing our subscriber guidance for the second time this year to approximately 1.8 million net additions. We are also increasing guidance for revenue, adjusted EBITDA and free cash flow. Self-pay net additions of 519,000 were the strongest second quarter result since 2007, and our quarterly self-pay churn rate of 1.6% was outstanding. The economy continues to get stronger, our execution has never been better, and demand for our differentiated content bundle remains very high," said Jim Meyer, Chief Executive Officer, SiriusXM.

"We are focused on delivering the best, most compelling and most entertaining audio content available. Listeners are attracted to our diverse and exclusive content, such as our broadcasts of the Grateful Dead's historic concerts in Chicago, our two live exclusive subscriber concerts by Pitbull and James Taylor, and broadcasts of leading music festivals including Coachella, Bonnaroo, and The Electric Daisy Carnival. This fall we will bring our subscribers an exclusive channel created with the talented Andy Cohen, and launch our new exclusive 24/7 original headline news channel with FOX News," added Meyer.

SECOND QUARTER 2015 HIGHLIGHTS


    --  Strong subscriber growth continues. SiriusXM added 692,000 net new
        subscribers in the second quarter, a 46% increase from the 475,000 net
        new subscribers added in the second quarter of 2014. Self-pay net
        subscriber additions were 519,000 in the second quarter of 2015 compared
        to 380,000 in the second quarter of 2014, which made it the largest
        second quarter for self-pay subscriber growth since 2007. Total paid
        subscribers reached 28.4 million, and self-pay subscribers reached 23.4
        million, both record highs.
    --  Record-low post-merger churn rate of 1.6%. The self-pay churn rate of
        1.6% in the second quarter was the best on record since Sirius and XM
        were combined in 2008, a decrease from 1.8% in the prior year period.
        This trend demonstrates the strong, sustainable demand for satellite
        radio.
    --  Second quarter adjusted EBITDA rises 12%. Adjusted EBITDA of $415
        million in the second quarter of 2015 was the highest quarterly amount
        in the company's history, an increase of 12% over the $370 million
        reported in the second quarter of 2014. Adjusted EBITDA margin was 37%,
        equal to the record high margin set in the first quarter of 2015.
    --  Free cash flow per diluted share increases 25%. Free cash flow of $371
        million was up 11% from $335 million in the second quarter of 2014. With
        increased cash flow and a lower share count from the company's share
        repurchase program, free cash flow per diluted share climbed 25% to 6.7
        cents in the second quarter of 2015, up from 5.4 cents in the second
        quarter of 2014.
    --  Revolving credit facility increased to $1.75 billion and extended to
        2020. In the second quarter the company amended its revolving credit
        facility, increasing it from $1.25 billion to $1.75 billion and
        extending its maturity from 2017 to 2020.
    --  Pre-72 litigation settlement. The company entered into an agreement to
        settle certain outstanding litigation relating to the use of recordings
        fixed prior to February 15, 1972. These plaintiffs have represented that
        they own or control approximately 80% of the pre-1972 recordings the
        company has historically used. Pursuant to the settlement, the company
        will pay the plaintiffs $210 million for past claims and the continued
        use of their recordings through 2017. As part of the settlement, the
        company has the right to enter into a license with each plaintiff to
        broadcast its pre-1972 recordings from 2018 through 2022. The royalty
        rate for each license will be determined by negotiation or, if
        necessary, binding arbitration.

"We repurchased 144 million shares for $560 million during the second quarter, and this year through yesterday we have repurchased 338 million shares for approximately $1.3 billion. Our growing free cash flow, low leverage and undrawn credit facility allow us to continue investing in growth, while providing flexibility to pursue strategic opportunities and return capital to shareholders," noted David Frear, Chief Financial Officer, SiriusXM.

INCREASED 2015 GUIDANCE

"Our performance in the first half has been phenomenal on all fronts," Frear added. "As a result, we are increasing guidance across the board for subscribers, revenue, adjusted EBITDA, and free cash flow. Our adjusted EBITDA guidance includes approximately $19 million of incremental expense from the reported royalty litigation settlement that will be reflected in the second half of 2015. Reported free cash flow in the second half of 2015 will exclude the cash payment we expect to make this month under the settlement."

Our full year 2015 guidance is as follows:



    --  Net self-pay subscriber additions of approximately 1.6 million,
    --  Total net subscriber additions of approximately 1.8 million,
    --  Revenue of approximately $4.5 billion,
    --  Adjusted EBITDA of approximately $1.62 billion, and
    --  Free cash flow of approximately $1.3 billion.

SECOND QUARTER 2015 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)                                                   2015                        2014                  2015                     2014
                                                                                            ----                        ----                  ----                     ----

    Revenue:

    Subscriber revenue                                                                  $940,077                    $878,160            $1,851,547               $1,729,596

    Advertising revenue                                                                   28,839                      25,498                55,712                   47,712

    Equipment revenue                                                                     29,263                      27,616                54,104                   51,594

    Other revenue                                                                        125,031                     104,071               242,837                  204,154
                                                                                         -------                     -------               -------                  -------

    Total revenue                                                                      1,123,210                   1,035,345             2,204,200                2,033,056

    Operating expenses:

    Cost of services:

    Revenue share and royalties                                                          331,517                     200,221               544,495                  395,632

    Programming and content                                                               69,370                      69,570               140,516                  144,440

    Customer service and billing                                                          91,932                      90,092               184,029                  181,161

    Satellite and transmission                                                            21,714                      21,272                43,018                   42,651

    Cost of equipment                                                                     10,930                      12,030                19,775                   19,834

    Subscriber acquisition costs                                                         136,504                     124,407               258,764                  247,429

    Sales and marketing                                                                   86,493                      77,759               165,237                  154,086

    Engineering, design and development                                                   16,088                      15,630                31,048                   31,541

    General and administrative                                                            72,137                      72,582               151,960                  148,825

    Depreciation and amortization                                                         67,096                      67,204               132,123                  135,471

    Total operating expenses                                                             903,781                     750,767             1,670,965                1,501,070
                                                                                         -------                     -------             ---------                ---------

    Income from operations                                                               219,429                     284,578               533,235                  531,986

    Other income (expense):

    Interest expense, net of amounts capitalized                                        (75,380)                   (67,521)            (145,288)               (121,613)

    Interest and investment income (loss)                                                  4,032                     (1,066)                5,013                    3,283

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

    Other income (loss)                                                                      189                     (1,745)                 (69)                 (1,652)

    Total other expense                                                                 (71,159)                   (77,795)            (140,344)               (154,467)
                                                                                         -------                     -------              --------                 --------

    Income before income taxes                                                           148,270                     206,783               392,891                  377,519

    Income tax expense                                                                  (45,421)                   (86,822)            (184,350)               (163,570)

    Net income                                                                          $102,849                    $119,961              $208,541                 $213,949
                                                                                        ========                    ========              ========                 ========

    Foreign currency translation adjustment, net of tax                                      (9)                       (40)                  (9)                      78

    Total comprehensive income                                                          $102,840                    $119,921              $208,532                 $214,027
                                                                                        ========                    ========              ========                 ========

    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                                                                              5,443,590                   5,865,032             5,506,818                5,979,273
                                                                                       =========                   =========             =========                =========

    Diluted                                                                            5,507,601                   6,210,078             5,570,445                6,054,771
                                                                                       =========                   =========             =========                =========


                                          SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

                                                 CONSOLIDATED BALANCE SHEETS

                                              As of June30,                        As of December 31,

                                                                            2015                              2014
                                                                            ----                              ----

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

                        ASSETS

    Current assets:

    Cash and cash equivalents                                           $294,053                          $147,724

    Receivables, net                                                     240,325                           220,579

    Inventory, net                                                        24,599                            19,397

    Prepaid expenses                                                     122,996                           116,336

    Related party current assets                                           4,097                             4,344

    Deferred tax asset                                                   903,376                         1,038,603

    Other current assets                                                  40,920                             2,763
                                                                          ------                             -----

    Total current assets                                               1,630,366                         1,549,746

    Property and equipment, net                                        1,463,827                         1,510,112

    Long-term restricted
     investments                                                           9,888                             5,922

    Deferred financing fees, net                                          15,377                            12,021

    Intangible assets, net                                             2,618,802                         2,645,046

    Goodwill                                                           2,205,107                         2,205,107

    Related party long-term assets                                             -                            3,000

    Long-term deferred tax asset                                         395,224                           437,736

    Other long-term assets                                                69,480                             6,819

    Total assets                                                      $8,408,071                        $8,375,509
                                                                      ==========                        ==========

            LIABILITIES AND STOCKHOLDERS'
                        EQUITY

    Current liabilities:

    Accounts payable and accrued
     expenses                                                           $787,040                          $587,755

    Accrued interest                                                      97,243                            80,440

    Current portion of deferred
     revenue                                                           1,694,232                         1,632,381

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

    Current maturities of long-
     term debt                                                             8,074                             7,482

    Related party current
     liabilities                                                           4,687                             4,340
                                                                           -----                             -----

    Total current liabilities                                          2,591,276                         2,313,792

    Deferred revenue                                                     156,229                           151,901

    Long-term debt                                                     5,108,336                         4,493,863

    Related party long-term
     liabilities                                                          12,215                            13,635

    Other long-term liabilities                                           92,751                            92,481

    Total liabilities                                                  7,960,807                         7,065,672
                                                                       ---------                         ---------

    Stockholders' equity:

    Common stock, par value
     $0.001; 9,000,000 shares
     authorized; 5,379,798 and
     5,653,529 shares issued;
     5,370,298 and 5,646,119
     outstanding at June 30, 2015
     and December 31, 2014,
     respectively                                                          5,379                             5,653

    Accumulated other
     comprehensive loss, net of
     tax                                                                   (411)                            (402)

    Additional paid-in capital                                         5,710,484                         6,771,554

    Treasury stock, at cost; 9,500
     and 7,410 shares of common
     stock at June 30, 2015 and
     December 31, 2014,
     respectively                                                       (35,795)                         (26,034)

    Accumulated deficit                                              (5,232,393)                      (5,440,934)
                                                                      ----------                        ----------

    Total stockholders' equity                                           447,264                         1,309,837
                                                                         -------                         ---------

    Total liabilities and
     stockholders' equity                                             $8,408,071                        $8,375,509
                                                                      ==========                        ==========


                                         SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

                                          CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                       (UNAUDITED)

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

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

    Cash flows from operating activities:

    Net income                                                                                     $208,541                 $213,949

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

    Depreciation and amortization                                                                   132,123                  135,471

    Non-cash interest expense,
     net of amortization of
     premium                                                                                          3,868                   10,779

    Provision for doubtful
     accounts                                                                                        21,919                   21,287

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

    Gain on unconsolidated entity
     investments, net                                                                                     -                   (966)

    Dividend received from
     unconsolidated entity
     investment                                                                                       7,677                    8,554

    Loss on change in value of
     derivatives                                                                                          -                  34,485

    Share-based payment expense                                                                      38,941                   36,027

    Deferred income taxes                                                                           177,739                  157,965

    Other non-cash purchase price
     adjustments                                                                                    (1,394)                 (1,890)

    Changes in operating assets and liabilities:

    Receivables                                                                                    (41,665)                (30,651)

    Inventory                                                                                       (5,202)                 (7,692)

    Related party, net                                                                              (4,117)                   2,837

    Prepaid expenses and other
     current assets                                                                                (44,821)                 (1,057)

    Other long-term assets                                                                         (62,663)                   1,238

    Accounts payable and accrued
     expenses                                                                                       199,532                 (40,098)

    Accrued interest                                                                                 16,803                   12,943

    Deferred revenue                                                                                 66,179                   44,981

    Other long-term liabilities                                                                         269                  (4,702)

    Net cash provided by operating
     activities                                                                                     712,341                  592,072
                                                                                                    -------                  -------

    Cash flows from investing activities:

    Additions to property and
     equipment                                                                                     (61,229)                (58,417)

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

    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                                                                                    (65,195)                (33,095)
                                                                                                    -------                  -------

    Cash flows from financing activities:

    Proceeds from exercise of
     stock options                                                                                        -                     260

    Taxes paid in lieu of shares
     issued for stock-based
     compensation                                                                                  (15,420)                 (7,313)

    Proceeds from long-term
     borrowings and revolving
     credit facility, net of costs                                                                1,259,346                1,921,230

    Repayment of long-term
     borrowings and revolving
     credit facility                                                                              (660,549)               (905,815)

    Common stock repurchased and
     retired                                                                                    (1,084,194)             (1,532,164)

    Net cash used in financing
     activities                                                                                   (500,817)               (523,802)
                                                                                                   --------                 --------

    Net increase in cash and cash
     equivalents                                                                                    146,329                   35,175

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

    Cash and cash equivalents at
     end of period                                                                                 $294,053                 $169,980
                                                                                                   ========                 ========

Key Operating Metrics

The following table contains our key operating metrics based on our adjusted results of operations for the three and six months ended June 30, 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 June 30,            For the Six Months Ended June 30,
                                                                            -----------------------------------            ---------------------------------

                                                                       2015                  2014                     2015                         2014
                                                                       ----                  ----                     ----                         ----

         Self-pay subscribers                                                              23,436                   21,635                       23,436        21,635

         Paid promotional subscribers                                                       4,999                    4,667                        4,999         4,667

    Ending subscribers (a)                                                                 28,434                   26,302                       28,434        26,302
                                                                                           ======                   ======                       ======        ======


         Self-pay subscribers                                                                 519                      380                          913           553

         Paid promotional subscribers                                                         173                       96                          210           189

    Net additions (a)                                                                         692                      475                        1,123           742
                                                                                              ===                      ===                        =====           ===


    Daily weighted average number of subscribers                                           28,031                   26,006                       27,720        25,805
                                                                                           ======                   ======                       ======        ======


    Average self-pay monthly churn                                                           1.6%                    1.8%                        1.7%         1.9%
                                                                                              ===                      ===                          ===           ===


    New vehicle consumer conversion rate                                                      41%                     42%                         41%          42%
                                                                                              ===                      ===                          ===           ===


    ARPU                                                                                   $12.42                   $12.36                       $12.34        $12.27

    SAC, per installation                                                                     $32                      $33                          $33           $34

    Customer service and billing expenses, per average subscriber                           $0.99                    $1.05                        $1.00         $1.07

    Free cash flow                                                                       $370,914                 $335,044                     $647,146      $557,833

    Adjusted EBITDA                                                                      $414,962                 $370,437                     $814,189      $705,220

    (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 on-going core operating results period over period, (ii) base our internal budgets and (iii) compensate management. As such, 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 Sirius and XM merger, (ii) depreciation and amortization, (iii) share-based payment expense and (iv) other significant operating expense (income) that does not relate to the on-going performance of our business. 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 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 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. We also believe the exclusion of the pre-1972 sound recordings legal settlement is useful as it does not represent an expense incurred as part of normal operations for the period. The portion of the pre-1972 sound recordings legal settlement related to the future period of July 2015 through December 2017 will not be excluded from adjusted EBITDA in future periods as the royalty expense will relate to the on-going performance 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 Sirius and XM merger. 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:



                                                                                           Unaudited
                                                                                           ---------

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

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


    Net income (GAAP):                                           $102,849                         $119,961             $208,541                $213,949

    Add back items excluded from Adjusted EBITDA:

    Purchase price accounting adjustments:

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

    Operating expenses                                              (558)                           (945)             (1,394)                (1,890)

    Pre-1972 sound recordings legal settlement (GAAP)             107,658                                -             107,658                       -

    Share-based payment expense (GAAP)                             19,524                           17,787               38,941                  36,027

    Depreciation and amortization (GAAP)                           67,096                           67,204              132,123                 135,471

    Interest expense, net of amounts capitalized (GAAP)            75,380                           67,521              145,288                 121,613

    Interest and investment (income) loss (GAAP)                  (4,032)                           1,066              (5,013)                (3,283)

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

    Other (income) loss (GAAP)                                      (189)                           1,745                   69                   1,652

    Income tax expense (GAAP)                                      45,421                           86,822              184,350                 163,570

    Adjusted EBITDA                                              $414,962                         $370,437             $814,189                $705,220
                                                                 ========                         ========             ========                ========

Adjusted Net Income and Adjusted Earnings Per Share - We define these Non-GAAP financial measures as our actual net income adjusted to exclude the impact of certain purchase price accounting adjustments, the loss on change in value of derivatives, and the pre-1972 sound recordings legal settlement, net of income tax expense. Adjusted earnings per share is derived from adjusted net income divided by our weighted average common shares outstanding. The following table reconciles our actual income before income taxes to our adjusted net income for the three and six months ended June 30, 2015 and 2014:



                                                                                          Unaudited
                                                                                          ---------

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

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


    Income before income taxes (GAAP):                         $148,270                    $206,783              $392,891                 $377,519

    Add back items excluded from adjusted net income:

    Purchase price accounting adjustments:

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

    Operating expenses                                            (558)                      (945)              (1,394)                 (1,890)

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

    Pre-1972 sound recordings legal settlement (GAAP)           107,658                           -              107,658                        -

    Adjusted income before income taxes                        $257,183                    $215,114              $502,781                 $413,740

    Allocable income tax expense                               (87,135)                   (83,679)            (226,438)               (160,945)

    Adjusted net income                                        $170,048                    $131,435              $276,343                 $252,795
                                                               ========                    ========              ========                 ========

    Adjusted net income per common share:

    Basic                                                         $0.03                       $0.02                 $0.05                    $0.04
                                                                  =====                       =====                 =====                    =====

    Diluted                                                       $0.03                       $0.02                 $0.05                    $0.04
                                                                  =====                       =====                 =====                    =====

    Weighted average common shares outstanding:

    Basic                                                     5,443,590                   5,865,032             5,506,818                5,979,273
                                                              =========                   =========             =========                =========

    Diluted                                                   5,507,601                   6,210,078             5,570,445                6,054,771
                                                              =========                   =========             =========                =========

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, 2015 and 2014:



                                                                                                  Unaudited For the Three Months Ended June 30, 2015
                                                                                                  --------------------------------------------------

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


    Revenue:

    Subscriber revenue                                                                                                             $940,077                                  $                         -                               $                         -                                 $940,077

    Advertising revenue                                                                                                              28,839                                                            -                                                         -                                   28,839

    Equipment revenue                                                                                                                29,263                                                            -                                                         -                                   29,263

    Other revenue                                                                                                                   125,031                                                        1,813                                                          -                                  126,844

    Total revenue                                                                                                                $1,123,210                                                       $1,813                                $                         -                               $1,125,023
                                                                                                                                 ==========                                                       ======                                ===========================                               ==========

    Operating expenses

    Cost of services:

    Revenue share and royalties                                                                                                    $331,517                                  $                         -                               $                         -                                 $331,517

    Programming and content                                                                                                          69,370                                                          558                                                    (2,119)                                   67,809

    Customer service and billing                                                                                                     91,932                                                            -                                                     (676)                                   91,256

    Satellite and transmission                                                                                                       21,714                                                            -                                                     (975)                                   20,739

    Cost of equipment                                                                                                                10,930                                                            -                                                         -                                   10,930

    Subscriber acquisition costs                                                                                                    136,504                                                            -                                                         -                                  136,504

    Sales and marketing                                                                                                              86,493                                                            -                                                   (4,024)                                   82,469

    Engineering, design and development                                                                                              16,088                                                            -                                                   (2,128)                                   13,960

    General and administrative                                                                                                       72,137                                                            -                                                   (9,602)                                   62,535

    Depreciation and amortization (a)                                                                                                67,096                                                            -                                                         -                                   67,096

    Share-based payment expense                                                                                                           -                                                           -                                                    19,524                                    19,524

    Total operating expenses                                                                                                       $903,781                                                         $558                                $                         -                                 $904,339
                                                                                                                                   ========                                                         ====                                ===========================                                 ========


    (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, 2015 was $9,000.


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

    (in thousands)                                                                                             As Reported                                    Purchase Price Accounting Adjustments                    Allocation of Share-based 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 Six Months Ended June 30, 2015
                                                                                                   ------------------------------------------------

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


    Revenue:

    Subscriber revenue                                                                                                           $1,851,547                                  $                         -                               $                         -                                $1,851,547

    Advertising revenue                                                                                                              55,712                                                            -                                                         -                                    55,712

    Equipment revenue                                                                                                                54,104                                                            -                                                         -                                    54,104

    Other revenue                                                                                                                   242,837                                                        3,626                                                          -                                   246,463

    Total revenue                                                                                                                $2,204,200                                                       $3,626                                $                         -                                $2,207,826
                                                                                                                                 ==========                                                       ======                                ===========================                                ==========

    Operating expenses

    Cost of services:

    Revenue share and royalties                                                                                                    $544,495                                  $                         -                               $                         -                                  $544,495

    Programming and content                                                                                                         140,516                                                        1,394                                                    (4,346)                                   137,564

    Customer service and billing                                                                                                    184,029                                                            -                                                   (1,371)                                   182,658

    Satellite and transmission                                                                                                       43,018                                                            -                                                   (1,912)                                    41,106

    Cost of equipment                                                                                                                19,775                                                            -                                                         -                                    19,775

    Subscriber acquisition costs                                                                                                    258,764                                                            -                                                         -                                   258,764

    Sales and marketing                                                                                                             165,237                                                            -                                                   (7,768)                                   157,469

    Engineering, design and development                                                                                              31,048                                                            -                                                   (4,262)                                    26,786

    General and administrative                                                                                                      151,960                                                            -                                                  (19,282)                                   132,678

    Depreciation and amortization (a)                                                                                               132,123                                                            -                                                         -                                   132,123

    Share-based payment expense                                                                                                           -                                                           -                                                    38,941                                     38,941

    Total operating expenses                                                                                                     $1,670,965                                                       $1,394                                $                         -                                $1,672,359
                                                                                                                                 ==========                                                       ======                                ===========================                                ==========


    (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, 2015 was $18,000.


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

    (in thousands)                                                                                             As Reported                                    Purchase Price Accounting Adjustments                    Allocation of Share-based 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.

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, share-based payment expense, and the pre-1972 sound recordings legal settlement. The following table reconciles our actual operating expenses to our adjusted cash operating expenses for the three and six months ended June 30, 2015 and 2014:



                                                                                              Unaudited
                                                                                              ---------

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

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

    Operating expenses (GAAP):                                     $903,781                    $750,767            $1,670,965               $1,501,070

    Items excluded from adjusted cash operating expenses:

    Purchase price accounting adjustments                               558                         945                 1,394                    1,890

    Pre-1972 sound recordings legal settlement (GAAP)             (107,658)                          -            (107,658)                       -

    Share-based payment expense (GAAP)                             (19,524)                   (17,787)             (38,941)                (36,027)

    Depreciation and amortization (GAAP)                           (67,096)                   (67,204)            (132,123)               (135,471)
                                                                    -------                     -------              --------                 --------

    Adjusted cash operating expenses                               $710,061                    $666,721            $1,393,637               $1,331,462
                                                                   ========                    ========            ==========               ==========

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

                                                                     2015                  2014                2015            2014
                                                                     ----                  ----                ----            ----

    Subscriber revenue, excluding connected vehicle (GAAP)       $915,311              $855,846          $1,803,692      $1,688,649

    Add: advertising revenue (GAAP)                                28,839                25,498              55,712          47,712

    Add: other subscription-related revenue (GAAP)                100,300                82,990             192,954         163,758

                                                               $1,044,450              $964,334          $2,052,358      $1,900,119
                                                               ==========              ========          ==========      ==========


    Daily weighted average number of subscribers                   28,031                26,006              27,720          25,805
                                                                   ======                ======              ======          ======


    ARPU                                                           $12.42                $12.36              $12.34          $12.27
                                                                   ======                ======              ======          ======

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

                                                                                        2015                      2014                 2015           2014
                                                                                        ----                      ----                 ----           ----


    Customer service and billing expenses, excluding connected vehicle (GAAP)        $84,203                   $82,705             $168,264       $166,809

    Less: share-based payment expense (GAAP)                                           (676)                    (587)             (1,371)       (1,164)

                                                                                     $83,527                   $82,118             $166,893       $165,645
                                                                                     =======                   =======             ========       ========


    Daily weighted average number of subscribers                                      28,031                    26,006               27,720         25,805
                                                                                      ======                    ======               ======         ======


    Customer service and billing expenses, per average subscriber                      $0.99                     $1.05                $1.00          $1.07
                                                                                       =====                     =====                =====          =====

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

                                                                            2015                          2014                  2015                      2014
                                                                            ----                          ----                  ----                      ----


    Cash Flow information

    Net cash provided by operating activities                           $402,312                      $340,682              $712,341                  $592,072

    Net cash used in investing activities                              $(31,398)                     $(5,638)            $(65,195)                $(33,095)

    Net cash used in financing activities                             $(558,904)                   $(286,235)           $(500,817)               $(523,802)

    Free Cash Flow

    Net cash provided by operating activities                           $402,312                      $340,682              $712,341                  $592,072

    Additions to property and equipment                                 (31,398)                     (29,816)             (61,229)                 (58,417)

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

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

    Free cash flow                                                      $370,914                      $335,044              $647,146                  $557,833
                                                                        ========                      ========              ========                  ========


    Diluted weighted average common shares outstanding                 5,507,601                     6,210,078             5,570,445                 6,054,771
                                                                       =========                     =========             =========                 =========


    Free cash flow per diluted share                                       $0.07                         $0.05                 $0.12                     $0.09
                                                                           =====                         =====                 =====                     =====

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, divided by the number of satellite radio installations in new vehicles and shipments of aftermarket radios for the period. SAC, per installation, is calculated as follows (in thousands, except per 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)                                      $136,504                    $124,407              $258,764                $247,429

    Less: margin from direct sales of radios and accessories (GAAP)          (18,333)                   (15,586)             (34,329)               (31,760)

                                                                             $118,171                    $108,821              $224,435                $215,669
                                                                             ========                    ========              ========                ========


    Installations                                                               3,655                       3,280                 6,876                   6,358
                                                                                =====                       =====                 =====                   =====


    SAC, per installation                                                         $32                         $33                   $33                     $34
                                                                                  ===                         ===                   ===                     ===

About SiriusXM

Sirius XM Holdings Inc. (NASDAQ: SIRI) is the world's largest radio broadcaster measured by revenue and has 28.4 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, 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.