NEW YORK, Oct. 27, 2016 /PRNewswire/ -- SiriusXM today announced third quarter 2016 operating and financial results, including record quarterly revenue of $1.3 billion, up 9% from the third quarter of 2015.

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Net income totaled $194 million in the third quarter of 2016, up 16% from $167 million in the third quarter of 2015. Net income per diluted common share was $0.04 in the third quarter of 2016 compared to $0.03 in the third quarter of 2015. Adjusted EBITDA grew 10% in the third quarter of 2016 to $492 million, while operating cash flow and free cash flow totaled $422 million and $357 million, respectively.

SiriusXM also announced today that its Board of Directors declared its first quarterly dividend in the amount of $0.01 per share of common stock payable on November 30, 2016 to stockholders of record as of the close of business on November 9, 2016. The company also announced that the Board of Directors intends to institute a quarterly dividend on its common stock in an aggregate annual amount of $0.04 per share.

The Board also approved an additional $2 billion of share repurchases, bringing SiriusXM's total repurchase authorization to $10 billion. SiriusXM has already repurchased an aggregate of $7.6 billion of common stock under its stock repurchase program.

"SiriusXM's performance in the third quarter was exemplary. We grew self-pay subscribers by 385,000 and turned in record quarterly high levels of revenue and adjusted EBITDA. Additionally, we attained our highest-ever ARPU and adjusted EBITDA margin and lowest-ever SAC per installation and customer service cost per subscriber. In short, our business is operating more efficiently than ever before, and we are pleased to increase our revenue and adjusted EBITDA guidance for the second time this year," said Jim Meyer, Chief Executive Officer, SiriusXM.

"We remain dedicated to bringing the best audio entertainment in an easy to use bundle of programming to a nation of listeners. In recent months, we've strengthened areas where we are leaders, such as country music, added new talent in talk programming, and held special, one-of-a kind live music events for subscribers and listeners nationwide, all content you can only find at SiriusXM," added Meyer.

THIRD QUARTER 2016 HIGHLIGHTS


    --  SiriusXM Subscribers Approach 31 Million. The company added 345,000 net
        new subscribers during the most recent three month period to end the
        third quarter of 2016 with approximately 31 million subscribers.
        Self-pay net additions were 385,000 during the third quarter, resulting
        in self-pay subscribers of 25.5 million at September 30, 2016.
    --  Strong Revenue Growth and Record ARPU. Revenue climbed 9% to a quarterly
        record of $1.3 billion. The growth was driven by a 7% increase in
        subscribers and a 3% increase in average revenue per user (ARPU) to
        $13.04.
    --  Record Adjusted EBITDA. Adjusted EBITDA in the third quarter of 2016 was
        $492 million, a record quarterly high, and up 10% from $447 million in
        the third quarter of 2015. Adjusted EBITDA margin was a record high
        38.4% in the third quarter of 2016, up from 38.2% in the third quarter
        of 2015.

"Since the start of the third quarter, we spent roughly $300 million to repurchase 72 million shares of our common stock. SiriusXM's average share count declined by 8% in the third quarter 2016 from a year earlier as a result of our share repurchases. We are also pleased to announce a regular dividend as an element of our capital return program, beginning at $0.01 per share per quarter. Our debt to adjusted EBITDA remained just 3.4 times, and we ended the third quarter 2016 with a cash balance of $572 million in anticipation of the October 1 redemption of our 5.875% Senior Notes due 2020. We expect to continue strong capital returns to stockholders while making strategic investments in technology, content, and new satellite infrastructure," noted David Frear, Chief Financial Officer, SiriusXM.

INCREASED 2016 GUIDANCE

The company now expects full-year 2016 revenues to be approximately $5 billion and adjusted EBITDA to reach approximately $1.85 billion. SiriusXM's 2016 guidance for continued growth in total subscribers, self-pay subscribers, and free cash flow remains unchanged. The company's full-year 2016 guidance is as follows:


    --  Net self-pay subscriber additions of approximately 1.6 million,
    --  Total net subscriber additions of approximately 1.7 million,
    --  Revenue of approximately $5 billion,
    --  Adjusted EBITDA of approximately $1.85 billion, and
    --  Free cash flow approaching $1.5 billion.

CAPITAL RETURN PROGRAM

Shares of common stock may be purchased from time to time on the open market, pursuant to pre-set trading plans meeting the requirements of Rule 10b5-1 under the Exchange Act of 1934, as amended, in privately negotiated transactions, including in accelerated stock repurchase transactions and transactions with Liberty Media and its affiliates, or otherwise. The company expects to fund the additional repurchases through a combination of cash on hand, cash generated by operations and future borrowings. The size and timing of these purchases will be based on a number of factors, including price and business and market conditions.

Our dividend policy may change at any time without notice to our stockholders. The declaration and payment of dividends is at the discretion of our Board of Directors in accordance with applicable law after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs, limitations imposed by our indebtedness, legal requirements and other factors that our Board of Directors deems relevant.

THIRD QUARTER 2016 RESULTS



                                                           SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

                                                        CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                                                                          (UNAUDITED)


                                                                   For the Three Months Ended                         For the Nine Months Ended
                                                                         September 30,                                      September 30,
                                                                         -------------                                      -------------

    (in thousands, except per share data)                     2016                       2015             2016                             2015
                                                              ----                       ----             ----                             ----

    Revenue:

    Subscriber revenue                                                $1,069,746                               $974,471                         $3,112,712  $2,826,018

    Advertising revenue                                     34,268                                 33,131                     99,330                 88,843

    Equipment revenue                                       31,306                                 25,875                     86,285                 79,979

    Other revenue                                          142,326                                136,235                    415,895                379,072
                                                           -------                                -------                    -------                -------

    Total revenue                                        1,277,646                              1,169,712                  3,714,222              3,373,912

    Operating expenses:

    Cost of services:

    Revenue share and royalties                            272,823                                238,620                    788,952                783,115

    Programming and content                                 89,015                                 75,707                    257,760                216,223

    Customer service and billing                            94,923                                 94,492                    285,502                278,521

    Satellite and transmission                              22,224                                 22,743                     80,609                 65,761

    Cost of equipment                                        9,674                                  9,246                     29,181                 29,021

    Subscriber acquisition costs                           120,111                                133,009                    381,516                391,773

    Sales and marketing                                     99,194                                 90,541                    279,278                255,778

    Engineering, design and development                     19,254                                 16,132                     57,588                 47,180

    General and administrative                              90,369                                 67,234                    249,052                219,194

    Depreciation and amortization                           67,880                                 70,404                    202,215                202,527
                                                            ------                                 ------                    -------                -------

    Total operating expenses                               885,467                                818,128                  2,611,653              2,489,093
                                                           -------                                -------                  ---------              ---------

    Income from operations                                 392,179                                351,584                  1,102,569                884,819

    Other income (expense):

    Interest expense                                      (89,092)                              (76,624)                 (250,888)              (221,912)

    Other income                                             2,370                                  4,133                     15,733                  9,077
                                                             -----                                  -----                     ------                  -----

    Total other expense                                   (86,722)                              (72,491)                 (235,155)              (212,835)
                                                           -------                                -------                   --------               --------

    Income before income taxes                             305,457                                279,093                    867,414                671,984

    Income tax expense                                   (111,556)                             (112,543)                  (326,108)              (296,893)
                                                          --------                               --------                   --------               --------

    Net income                                                          $193,901                               $166,550                           $541,306    $375,091
                                                                        ========                               ========                           ========    ========

    Foreign currency translation adjustment, net of tax       (14)                                  (91)                       420                  (100)
                                                               ---                                    ---                        ---                   ----

    Total comprehensive income                                          $193,887                               $166,459                           $541,726    $374,991
                                                                        ========                               ========                           ========    ========

    Net income per common share:

    Basic                                                                  $0.04                                  $0.03                              $0.11       $0.07
                                                                           =====                                  =====                              =====       =====

    Diluted                                                                $0.04                                  $0.03                              $0.11       $0.07
                                                                           =====                                  =====                              =====       =====

    Weighted average common shares outstanding:

    Basic                                                4,870,281                              5,297,797                  4,957,820              5,436,378
                                                         =========                              =========                  =========              =========

    Diluted                                              4,919,829                              5,346,438                  5,005,133              5,487,116
                                                         =========                              =========                  =========              =========



                                                                                                                   SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

                                                                                                                          CONSOLIDATED BALANCE SHEETS


    (in thousands, except per share data)                                                                                                                   September 30, 2016            December 31, 2015
                                                                                                                                                            ------------------            -----------------

                                                                                              ASSETS                                                            (unaudited)

    Current assets:

    Cash and cash equivalents                                                                                                                                                    $572,382                          $111,838

    Receivables, net                                                                                                                                                   233,419                           234,782

    Inventory, net                                                                                                                                                      28,030                            22,295

    Related party current assets                                                                                                                                         5,249                             5,941

    Prepaid expenses and other current assets                                                                                                                          202,289                           187,033
                                                                                                                                                                       -------                           -------

    Total current assets                                                                                                                                             1,041,369                           561,889

    Property and equipment, net                                                                                                                                      1,381,114                         1,415,401

    Intangible assets, net                                                                                                                                           2,556,568                         2,593,346

    Goodwill                                                                                                                                                         2,205,107                         2,205,107

    Related party long-term assets                                                                                                                                       6,163                                 -

    Deferred tax assets                                                                                                                                              1,101,014                         1,115,731

    Other long-term assets                                                                                                                                             131,492                           155,188
                                                                                                                                                                       -------                           -------

    Total assets                                                                                                                                                               $8,422,827                        $8,046,662
                                                                                                                                                                               ==========                        ==========

                                                                          LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

    Current liabilities:

    Accounts payable and accrued expenses                                                                                                                                        $620,599                          $625,313

    Accrued interest                                                                                                                                                   108,370                            91,655

    Current portion of deferred revenue                                                                                                                              1,811,283                         1,771,915

    Current maturities of long-term debt                                                                                                                               358,701                             4,764

    Related party current liabilities                                                                                                                                    3,015                             2,840
                                                                                                                                                                         -----                             -----

    Total current liabilities                                                                                                                                        2,901,968                         2,496,487

    Deferred revenue                                                                                                                                                   170,662                           157,609

    Long-term debt                                                                                                                                                   5,743,389                         5,443,614

    Related party long-term liabilities                                                                                                                                  8,665                            10,795

    Deferred tax liabilities                                                                                                                                             6,681                             6,681

    Other long-term liabilities                                                                                                                                         97,976                            97,967
                                                                                                                                                                        ------                            ------

    Total liabilities                                                                                                                                                8,929,341                         8,213,153
                                                                                                                                                                     ---------                         ---------

    Stockholders' (deficit) equity:

    Common stock, par value $0.001; 9,000,000 shares authorized; 4,846,154 and                                                                                           4,846                             5,153
        5,153,451 shares issued; 4,843,154 and 5,147,647 outstanding at September 30,
        2016 and December 31, 2015, respectively

    Accumulated other comprehensive loss, net of tax                                                                                                                      (82)                            (502)

    Additional paid-in capital                                                                                                                                       3,597,256                         4,783,795

    Treasury stock, at cost; 3,000 and 5,804 shares of common stock at September 30, 2016                                                                             (12,526)                         (23,727)
        and December 31, 2015, respectively

    Accumulated deficit                                                                                                                                            (4,096,008)                      (4,931,210)
                                                                                                                                                                    ----------                        ----------

    Total stockholders' (deficit) equity                                                                                                                             (506,514)                        (166,491)
                                                                                                                                                                      --------                          --------

    Total liabilities and stockholders' (deficit) equity                                                                                                                       $8,422,827                        $8,046,662
                                                                                                                                                                               ==========                        ==========



                                                                                      SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

                                                                                        CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                                     (UNAUDITED)


                                                                                                                                   For the Nine Months Ended September 30,
                                                                                                                                   ---------------------------------------

    (in thousands)                                                                                                                    2016                      2015
                                                                                                                                      ----                      ----

    Cash flows from operating activities:

    Net income                                                                                                                                 $541,306                            $375,091

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

    Depreciation and amortization                                                                                                  202,215                                 202,527

    Non-cash interest expense, net of amortization of premium                                                                        6,571                                   5,851

    Provision for doubtful accounts                                                                                                 39,629                                  34,031

    Amortization of deferred income related to equity method investment                                                            (2,082)                                (2,082)

    Gain on unconsolidated entity investments, net                                                                                 (9,725)                                      -

    Dividend received from unconsolidated entity investment                                                                          7,160                                  11,260

    Loss on disposal of assets                                                                                                      12,912                                       -

    Share-based payment expense                                                                                                     77,890                                  62,334

    Deferred income taxes                                                                                                          308,613                                 285,478

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

    Changes in operating assets and liabilities:

    Receivables                                                                                                                   (38,266)                               (50,651)

    Inventory                                                                                                                      (5,735)                                (7,346)

    Related party, net                                                                                                             (2,373)                               (14,020)

    Prepaid expenses and other current assets                                                                                     (15,985)                               (70,758)

    Other long-term assets                                                                                                          26,668                                (51,842)

    Accounts payable and accrued expenses                                                                                          (1,841)                                 26,584

    Accrued interest                                                                                                                16,715                                  14,923

    Deferred revenue                                                                                                                52,421                                  81,626

    Other long-term liabilities                                                                                                         11                                   (658)
                                                                                                                                       ---                                    ----

    Net cash provided by operating activities                                                                                    1,216,104                                 900,954

    Cash flows from investing activities:

    Additions to property and equipment                                                                                          (132,246)                               (90,943)

    Purchases of restricted and other investments                                                                                  (4,168)                                (3,966)

    Net cash used in investing activities                                                                                        (136,414)                               (94,909)

    Cash flows from financing activities:

    Proceeds from exercise of stock options                                                                                            348                                     259

    Taxes paid in lieu of shares issued for stock-based compensation                                                              (32,603)                               (39,622)

    Proceeds from long-term borrowings and revolving credit facility, net of costs                                               1,387,257                               1,579,323

    Repayment of long-term borrowings and revolving credit facility                                                              (748,864)                              (693,456)

    Common stock repurchased and retired                                                                                       (1,225,284)                             (1,647,728)

    Net cash used in financing activities                                                                                        (619,146)                              (801,224)
                                                                                                                                  --------                                --------

    Net increase in cash and cash equivalents                                                                                      460,544                                   4,821

    Cash and cash equivalents at beginning of period                                                                               111,838                                 147,724
                                                                                                                                   -------                                 -------

    Cash and cash equivalents at end of period                                                                                                 $572,382                            $152,545
                                                                                                                                               ========                            ========

Key Financial and Operating Performance Metrics

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.

Set forth below are our subscriber balances as of September 30, 2016 compared to September 30, 2015:



                    As of September 30,             2016 vs 2015 Change
                    -------------------             -------------------

    (in
     thousands)    2016                 2015          Amount             %
                   ----                 ----          ------            ---

    Self-
     pay
     subscribers 25,528                      23,816                     1,712  7%

    Paid
     promotional
     subscribers  5,463                       5,143                       320  6%

    Ending
     subscribers
     (a)         30,991                      28,960                     2,031  7%
                 ======                      ======                     ===== ===



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

The following table contains our Non-GAAP financial and operating performance measures which are based on our adjusted results of operations for the three and nine months ended September 30, 2016 and 2015:



                                                                                                                                                        2016 vs 2015 Change
                                                                                                                                                        -------------------

                                                        For the Three Months                     For the Nine Months                     Three Months                                       Nine Months
                                                        Ended September 30,                      Ended September 30,
                                                        -------------------                      -------------------

    (in thousands, except per subscriber and per
     installation amounts)                            2016                   2015           2016                     2015 Amount                     %                     Amount                      %
                                                      ----                   ----           ----                     ---- ------                    ---                    ------                     ---

    Self-pay subscribers                               385                              381                        1,240               1,293                                      4                              1%                 (53)              (4)%

    Paid promotional                                  (39)                             145                          157                 355                                  (184)                         (127)%                (198)             (56)%
    subscribers

    Net additions (a)                                  345                              525                        1,397               1,649                                  (180)                          (34)%                (252)             (15)%
                                                       ===                              ===                        =====               =====                                   ====                            ====                  ====               ====

    Daily weighted average                          30,776                           28,649                       30,290              28,033                                  2,127                              7%                2,257                 8%
    number of subscribers


    Average self-pay monthly                          1.9%                            1.9%                        1.8%               1.8%                                    0%                             0%                   0%                0%
    churn


    New vehicle consumer                               40%                             41%                         39%                41%                                  (1)%                           (2)%                 (2)%              (5)%
    conversion rate



    ARPU                                                        $13.04                              $12.67                           $12.83                                             $12.45                          $0.37                 3%                $0.38     3%

    SAC, per installation                                          $28                                 $34                              $31                                                $33                           $(6)             (18)%                 $(2)  (6)%

    Customer service and billing                                 $0.97                               $1.00                            $0.98                                              $1.00                        $(0.03)              (3)%              $(0.02)  (2)%
    expenses, per average
    subscriber

    Adjusted EBITDA                                           $491,892                            $447,194                       $1,401,024                                         $1,261,382                        $44,698                10%             $139,642    11%

    Free cash flow                                            $356,527                            $368,899                       $1,079,690                                         $1,016,045                      $(12,372)              (3)%              $63,645     6%

    Diluted weighted average                     4,919,829                        5,346,438                    5,005,133           5,487,116                              (426,609)                           (8)%            (481,983)              (9)%
    common shares outstanding
    (GAAP)



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

Glossary

Adjusted EBITDA - EBITDA is defined as net income before interest expense, income tax expense and depreciation and amortization. We adjust EBITDA to exclude the impact of other income as well as certain other charges discussed below. Adjusted EBITDA is one of the primary Non-GAAP financial measures we use to (i) evaluate the performance of our on-going core operating results period over period, (ii) base our internal budgets and (iii) compensate management. Adjusted EBITDA is a Non-GAAP financial measure that excludes (if applicable): (i) certain adjustments as a result of the purchase price accounting for the merger of Sirius and XM, (ii) share-based payment expense and (iii) other significant operating expense (income) that do not relate to the on-going performance of our business. 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 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 adjusted EBITDA to estimate our current enterprise value and to make investment decisions. Because of large capital investments in our satellite radio system our results of operations reflect significant charges for depreciation expense. We believe the exclusion of share-based payment expense is useful as it is not directly related to the operational conditions of our business. We also believe the exclusion of settlements related to the historical use of pre-1972 sound recordings and loss on disposal of assets is useful as it does not represent an expense incurred as part of our normal operations for the period.

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:



                                                         For the Three Months Ended                      For the Nine Months Ended
                                                               September 30,                                   September 30,
                                                               -------------                                   -------------

    (in thousands)                                   2016                     2015           2016                             2015
                                                     ----                     ----           ----                             ----

    Net income:                                              $193,901                             $166,550                           $541,306    $375,091

    Add back items excluded from Adjusted EBITDA:

    Purchase price accounting adjustments:

    Revenues                                        1,813                              1,813                      5,438                  5,438

    Operating expenses                                  -                                 -                         -               (1,394)

    Pre-1972 sounds recordings legal settlements        -                                 -                         -               107,658

    Loss on disposal of assets                          -                                 -                    12,912                      -

    Share-based payment expense (1)                30,020                             23,393                     77,890                 62,334

    Depreciation and amortization                  67,880                             70,404                    202,215                202,527

    Interest expense                               89,092                             76,624                    250,888                221,912

    Other income                                  (2,370)                           (4,133)                  (15,733)               (9,077)

    Income tax expense                            111,556                            112,543                    326,108                296,893
                                                  -------                            -------                    -------                -------

    Adjusted EBITDA                                          $491,892                             $447,194                         $1,401,024  $1,261,382
                                                             ========                             ========                         ==========  ==========



    (1)              Allocation of share-based
                     payment expense


                                            For the Three Months Ended                 For the Nine Months Ended
                                                  September 30,                              September 30,
                                                  -------------                              -------------

    (in thousands)                        2016                  2015          2016                2015
                                          ----                  ----          ----                ----

    Programming and content                        $5,580                           $2,899                       $14,131   $7,245

    Customer service and billing         1,069                            793                   2,694               2,164

    Satellite and transmission           1,298                          1,244                   3,373               3,156

    Sales and marketing                  6,050                          5,288                  15,609              13,056

    Engineering, design and development  3,837                          2,801                   9,393               7,063

    General and administrative          12,186                         10,368                  32,690              29,650

    Total share-based payment expense             $30,020                          $23,393                       $77,890  $62,334
                                                  =======                          =======                       =======  =======

ARPU - is derived from total earned subscriber revenue, advertising revenue and other subscription-related revenue, excluding revenue associated with our connected vehicle services, 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:



                                                          For the Three Months Ended               For the Nine Months Ended
                                                                September 30,                            September 30,
                                                                -------------                            -------------

    (in thousands, except per subscriber amounts)      2016                           2015        2016                       2015
                                                       ----                           ----        ----                       ----

    Subscriber revenue, excluding connected vehicle           $1,048,033                       $949,301                           $3,044,438  $2,752,993

    Add: advertising revenue                         34,268                           33,131                99,330                     88,843

    Add: other subscription-related revenue         122,013                          106,483               353,606                    299,437

                                                              $1,204,314                     $1,088,915                           $3,497,374  $3,141,273
                                                              ==========                     ==========                           ==========  ==========

    Daily weighted average number of subscribers     30,776                           28,649                30,290                     28,033
                                                     ======                           ======                ======                     ======

    ARPU                                                          $13.04                         $12.67                               $12.83      $12.45
                                                                  ======                         ======                               ======      ======

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:



                                                        For the Three Months Ended              For the Nine Months Ended
                                                              September 30,                           September 30,
                                                              -------------                           -------------

    (in thousands, except per subscriber amounts)         2016                    2015        2016                    2015
                                                          ----                    ----        ----                    ----

    Customer service and billing expenses, excluding              $90,582                            $86,840                $270,964  $255,105
    connected vehicle

    Less: share-based payment expense                  (1,069)                         (793)                    (2,694)    (2,164)

                                                                  $89,513                            $86,047                $268,270  $252,941
                                                                  =======                            =======                ========  ========

    Daily weighted average number of subscribers        30,776                         28,649                      30,290      28,033
                                                        ======                         ======                      ======      ======

    Customer service and billing expenses, per average              $0.97                              $1.00                   $0.98     $1.00
    subscriber

Free cash flow - is derived from cash flow provided by operating activities, net of additions to property and equipment, restricted and other investment activity and the return of capital from investment in unconsolidated entity. Free cash flow is a metric that our management and board of directors use to evaluate the cash generated by our operations, net of capital expenditures and other investment activity and significant items that do not relate to the on-going performance of our business. In a capital intensive business, with significant investments in satellites, we look at our operating cash flow, net of these investing cash outflows, to determine cash available for future subscriber acquisition and capital expenditures, to repurchase or retire debt, to acquire other companies and to evaluate our ability to return capital to stockholders. We believe free cash flow is an indicator of the long-term financial stability of our business. Free cash flow, which is reconciled to "Net cash provided by operating activities," is a Non-GAAP financial measure. This measure can be calculated by deducting amounts under the captions "Additions to property and equipment" and deducting or adding Restricted and other investment activity from "Net cash provided by operating activities" from the unaudited consolidated statements of cash flows, adjusted for any significant legal settlements. We have excluded the $210 million payment related to the pre-1972 sound recordings legal settlement from our free cash flow calculation in the three and nine months ended September 30, 2015. Free cash flow should be used in conjunction with other GAAP financial performance measures and may not be comparable to free cash flow measures presented by other companies. Free cash flow should be viewed as a supplemental measure rather than an alternative measure of cash flows from operating activities, as determined in accordance with GAAP. Free cash flow is limited and does not represent remaining cash flows available for discretionary expenditures due to the fact that the measure does not deduct the payments required for debt maturities. We believe free cash flow provides useful supplemental information to investors regarding our current cash flow, along with other GAAP measures (such as cash flows from operating and investing activities), to determine our financial condition, and to compare our operating performance to other communications, entertainment and media companies. Free cash flow is calculated as follows:



                                                          For the Three Months Ended                    For the Nine Months Ended
                                                                 September 30,                                September 30,
                                                                 -------------                                -------------

    (in thousands)                                    2016                              2015        2016                     2015
                                                      ----                              ----        ----                     ----

    Cash Flow information

    Net cash provided by operating activities                  $421,816                          $188,613                           $1,216,104      $900,954

    Net cash used in investing activities                     $(65,289)                        $(29,714)                          $(136,414)    $(94,909)

    Net cash used in financing activities                    $(260,598)                       $(300,407)                          $(619,146)   $(801,224)

    Free Cash Flow

    Net cash provided by operating activities                  $421,816                          $188,613                           $1,216,104      $900,954

    Additions to property and equipment           (65,074)                           (29,714)              (132,246)                 (90,943)

    Purchases of restricted and other investments    (215)                                  -                (4,168)                 (3,966)

    Pre-1972 sound recordings legal settlement           -                            210,000                       -                 210,000
                                                       ---                            -------                     ---                 -------

    Free cash flow                                             $356,527                          $368,899                           $1,079,690    $1,016,045
                                                               ========                          ========                           ==========    ==========

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:



                                                              For the Three Months Ended                       For the Nine Months Ended
                                                                    September 30,                                    September 30,
                                                                    -------------                                    -------------

    (in thousands, except per installation amounts)       2016                     2015            2016                   2015
                                                          ----                     ----            ----                   ----

    Subscriber acquisition costs                                  $120,111                              $133,009                           $381,516  $391,773

    Less: margin from sales of radios and accessories (21,632)                           (16,629)                  (57,104)              (50,958)

                                                                   $98,479                              $116,380                           $324,412  $340,815
                                                                   =======                              ========                           ========  ========

    Installations                                        3,498                               3,429                     10,404                 10,305
                                                         =====                               =====                     ======                 ======

    SAC, per installation                                              $28                                   $34                                $31       $33
                                                                       ===                                   ===                                ===       ===

About SiriusXM

Sirius XM Holdings Inc. (NASDAQ: SIRI) is the world's largest radio company measured by revenue and has approximately 31 million subscribers. SiriusXM creates and offers commercial-free music; premier sports talk and live events; comedy; news; exclusive talk and entertainment, and a wide-range of Latin music, sports and talk programming. SiriusXM is available in vehicles from every major car company in the U.S. and on smartphones and other connected devices as well as online at siriusxm.com. SiriusXM radios and accessories are available from retailers nationwide and online at SiriusXM. SiriusXM also provides premium traffic, weather, data and information services for subscribers through SiriusXM Traffic(TM), SiriusXM Travel Link, NavTraffic®, NavWeather(TM). SiriusXM delivers weather, data and information services to aircraft and boats through SiriusXM Aviation, SiriusXM Marine(TM), Sirius Marine Weather, XMWX Aviation(TM), XMWX Weather, and XMWX Marine(TM). In addition, SiriusXM Music for Business provides commercial-free music to a variety of businesses. SiriusXM holds a minority interest in SiriusXM Canada which has approximately 2.8 million subscribers. SiriusXM is also a leading provider of connected vehicles services to major automakers, giving customers access to a suite of safety, security, and convenience services including automatic crash notification, stolen vehicle recovery assistance, enhanced roadside assistance and turn-by-turn navigation.

To download SiriusXM logos and artwork, visit http://www.siriusxm.com/LogosAndPhotos.

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 and the timing of events may differ materially from the results anticipated in these forward-looking statements. SiriusXM does not provide a non-GAAP reconciliation for Adjusted EBITDA guidance to Net income or Free cash flow guidance to Net cash provided by operating activities because it does not provide guidance for the reconciling items between adjusted EBITDA to Net income, which includes the provision for income taxes, interest expense and other income, nor does the Company provide guidance for the reconciling items between Free cash flow to Net cash provided by operating activities, which includes additions to property and equipment. As items that impact Net income and Net cash provided by operating activities are out of the Company's control and/or cannot be reasonably predicted, the Company is unable to provide such guidance as the most directly comparable GAAP financial measures may vary materially from the corresponding GAAP financial measures. Accordingly, a reconciliation to Net income and Net cash provided by operating activities is not available without unreasonable effort.

The following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: our substantial competition, which is likely to increase over time; our ability to attract and retain subscribers, which is uncertain; consumer protection laws and their enforcement; the unfavorable outcome of pending or future litigation; the market for music rights, which is changing and subject to uncertainties; our dependence upon the auto industry; general economic conditions; the security of the personal information about our customers; existing or future government laws and regulations could harm our business; failure of our satellites would significantly damage our business; the interruption or failure of our information technology and communications systems; our failure to realize benefits of acquisitions or other strategic initiatives; rapid technological and industry changes; failure of third parties to perform; harmful interference to our service from new and existing wireless operations; our failure to comply with FCC requirements; modifications to our business plan; our indebtedness; our principal stockholder has significant influence over our affairs and over actions requiring stockholder approval and its interests may differ from interests of other holders of our common stock; and impairment of our business by third-party intellectual property rights. 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, 2015, 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.

Source: SiriusXM

Contact for SiriusXM:

Hooper Stevens
212-901-6718
Hooper.stevens@siriusxm.com

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

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SOURCE Sirius XM Holdings Inc.