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SiriusXM Reports First Quarter 2014 Results

                 SiriusXM Reports First Quarter 2014 Results  - Revenue of $998 Million, Up 11% From First Quarter of 2013  - Net Income of $94 Million  - Adjusted EBITDA Grows 28% to a Record $335 Million  - Free Cash Flow Increases 56% to a First Quarter Record of $223 Million  - Company Reiterates 2014 Guidance  PR Newswire  NEW YORK, April 24, 2014  NEW YORK, April 24, 2014 /PRNewswire/ -- SiriusXM announced first quarter 2014 financial and operating results, including revenue of $998 million, up 11% from the first quarter 2013 revenue of $897 million. Earnings per diluted share were $0.02 in both the first quarter of 2014 and 2013.  SIRIUS XM logo.  Net income of $94 million, adjusted for a non-recurring item associated with accounting for the Liberty Media stock repurchase agreement and purchase price accounting adjustments from the Sirius and XM merger, net of taxes, resulted in adjusted net income of $121 million, a 46% increase over $83 millionin last year's first quarter. Adjusted EBITDA for the first quarter of 2014 reached a record $335 million, up 28% from $262 million in the first quarter of 2013.  "SiriusXM performed ahead of our expectations in the first quarter, with 266,799 net subscriber additions including 173,480 self-pay net additions. For the ninth consecutive quarter we grew revenue at a double digit pace, and once again we set a new quarterly record for adjusted EBITDA and adjusted EBITDA margin. Free cash flow grew 56% compared to the prior year to a new first quarter record, and we resumed our stock repurchase program, helping to drive free cash flow per share up 64%," stated Jim Meyer, Chief Executive Officer, SiriusXM.  "Our business continues to perform well. New car installations and trial conversions set first quarter records, and our trial funnel standsnear an all-time highat 6.9 million. We are excited about this year's strong growth of subscribers, revenue, adjusted EBITDA, and free cash flow, and we are eager to continue deploying our capital to benefit our stockholders and grow free cash flow per share even faster," added Meyer.  Additional highlights of the first quarter include:    oSubscribers Reach a Record 25.8 Million. Net subscriber additions in the     first quarter of 2014 were 266,799. The total paid subscriber base     reached a record 25.8 million, up 6% from the prior-year period. Self-pay     net subscriber additions were 173,480, while the self-pay subscriber base     reached a record high of 21.3 million, up 7% from the prior-year period.     Total paid and unpaid trials were 6.9 million at the end of the first     quarter of 2014.   oAdjusted EBITDA and Adjusted EBITDA Margin Reach New Record Highs.     Adjusted EBITDA climbed 28% from the first quarter of 2013 to a record     quarterly figure of $335 million, and the Company's adjusted EBITDA margin     reached a record 33.5% in the first quarter of 2014.   oFree Cash Flow Per Share Climbs 64%. Free cash flow in the first quarter     of 2014 was $223 million, up 56% from $142 million in the first quarter of     2013. Free cash flow per diluted share was 3.6 cents in the first quarter     of 2014, up 64% from 2.2 cents in the first quarter of 2013.  "Last year we took steps to lower our average cost of debt, and this year we have focused our efforts on significantly increasing our flexibility to return capital to stockholders by eliminating covenants in our 5.25% Notes and increasing the threshold for restricted payments in our Credit Facility," said David Frear, SiriusXM's Executive Vice President and Chief Financial Officer.  "Tomorrow, we are scheduled to repurchase 93 million shares from Liberty Media for $340 million, bringing total share repurchases for the year to 158 million shares for $550 million and leaving us with $1.7 billion remaining under our share repurchase authorization. Total debt to adjusted EBITDA at the end of the first quarter 2014 was 2.8 times, below our 4.0 times leverage target. We expect to opportunistically tap the debt markets this year as we move towards our leverage target," added Frear.  2014 GUIDANCE  SiriusXM reaffirmed its previously issued guidance for 2014:    oNet subscriber additions of approximately 1.25 million,   oRevenue of over $4.0 billion,   oAdjusted EBITDA of approximately $1.38 billion, and   oFree cash flow approaching $1.1 billion.  FIRST QUARTER 2014 RESULTS    SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)                                      For the Three Months Ended March 31, (in thousands, except per share      2014                  2013 data) Revenue: Subscriber revenue                   $      851,436   $      783,342 Advertising revenue                  22,214                20,211 Equipment revenue                    23,978                18,156 Other revenue                        100,083               75,689 Total revenue                        997,711               897,398 Operating expenses: Cost of services: Revenue share and royalties          195,411               148,531 Programming and content              74,870                74,610 Customer service and billing         91,069                80,394 Satellite and transmission           21,380                19,695 Cost of equipment                    7,804                 7,027 Subscriber acquisition costs         123,022               116,111 Sales and marketing                  76,327                65,899 Engineering, design and development  15,911                14,842 General and administrative           76,243                56,340 Depreciation and amortization        68,267                67,018 Total operating expenses             750,304               650,467 Income from operations               247,407               246,931 Other income (expense): Interest expense, net of amounts     (54,092)              (46,174) capitalized Interest and investment income      4,349                 1,638 Loss on change in value of           (27,023)              - derivatives Other income                        95                    247 Total other expense                  (76,671)              (44,289) Income before income taxes           170,736               202,642 Income tax expense                   (76,748)              (79,040) Net income                           $       93,988  $      123,602 Foreign currency translation        118                   (172) adjustment, net of tax Total comprehensive income           $       94,106  $      123,430 Net income per common share: Basic                                $             $                                              0.02                  0.02 Diluted                              $             $                                              0.02                  0.02 Weighted average common shares outstanding: Basic                                6,094,784             6,259,803 Diluted                              6,173,848             6,606,276    SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS                                       As of March 31,      As of December 31,                                       2014                 2013 (in thousands, except share and per   (Unaudited) share data) ASSETS Current assets: Cash and cash equivalents             $           $                                                  121,171            134,805 Accounts receivable, net              103,872              103,937 Receivables from distributors         89,486               88,975 Inventory, net                        18,987               13,863 Prepaid expenses                      123,239              110,530 Related party current assets          5,143                9,145 Deferred tax asset                    896,386              937,598 Other current assets                  19,501               20,160 Total current assets                  1,377,785            1,419,013 Property and equipment, net           1,571,460            1,594,574 Long-term restricted investments      5,718                5,718 Deferred financing fees, net          11,988               12,604 Intangible assets, net                2,685,978            2,700,062 Goodwill                              2,203,409            2,204,553 Related party long-term assets        33,663               30,164 Long-term deferred tax asset          834,663              868,057 Other long-term assets                9,511                10,035 Total assets                          $           $                                                8,734,175           8,844,780 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $           $                                                  558,756            578,333 Accrued interest                      57,376               42,085 Current portion of deferred revenue   1,623,668            1,586,611 Current portion of deferred credit on 3,672                3,781 executory contracts Current maturities of long-term debt  497,516              496,815 Current maturities of long-term       10,970               10,959 related party debt Related party current liabilities     47,536               20,320 Total current liabilities             2,799,494            2,738,904 Deferred revenue                      146,830              149,026 Deferred credit on executory          558                  1,394 contracts Long-term debt                        2,943,202            3,093,821 Related party long-term liabilities   15,627               16,337 Other long-term liabilities           103,051              99,556 Total liabilities                     6,008,762            6,099,038 Stockholders' equity: Preferred stock, undesignated, par value $0.001 (liquidation preference of $0.001 per share); 50,000,000      -                    - shares authorized and 0 shares issued and outstanding at March 31, 2014 and December 31, 2013 Common stock, par value $0.001; 9,000,000,000 shares authorized; 6,073,791,343 and 6,096,220,526 shares issued; 6,058,791,343 and      6,074                6,096 6,096,220,526 outstanding, at March 31, 2014 and December 31, 2013, respectively Accumulated other comprehensive loss, (190)                (308) net of tax Additional paid-in capital            8,607,329            8,674,129 Treasury stock, at cost; 15,000,000 and 0 shares of common stock at March (47,613)             - 31, 2014 and December 31, 2013, respectively Accumulated deficit                   (5,840,187)          (5,934,175) Total stockholders' equity            2,725,413            2,745,742 Total liabilities and stockholders'   $           $          equity                                8,734,175           8,844,780  SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)                                       For the Three Months Ended March 31, (in thousands)                        2014                 2013 Cash flows from operating activities: Net income                            $           $                                                  93,988           123,602 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization         68,267               67,018 Non-cash interest expense, net of     5,231                5,442 amortization of premium Provision for doubtful accounts       10,634               11,410 Amortization of deferred income       (694)                (694) related to equity method investment Gain on unconsolidated entity         (4,326)              (1,345) investments, net Dividend received from unconsolidated 4,222                9,674 entity investment Loss on disposal of assets            196                  124 Loss on change in value of            27,023               - derivatives Share-based payment expense           18,240               14,518 Deferred income taxes                 74,565               83,631 Other non-cash purchase price         (945)                (70,459) adjustments Changes in operating assets and liabilities: Accounts receivable                   (10,569)             (13,143) Receivables from distributors         (511)                1,663 Inventory                             (5,124)              5,242 Related party assets                  654                  26 Prepaid expenses and other current    (15,682)             (51,815) assets Other long-term assets                522                  1,730 Accounts payable and accrued expenses (68,168)             (97,537) Accrued interest                      15,291               31,054 Deferred revenue                      34,861               47,480 Related party liabilities             177                  5,891 Other long-term liabilities           3,538                (4,597) Net cash provided by operating        251,390              168,915 activities Cash flows from investing activities: Additions to property and equipment   (28,601)             (26,434) Acquisition of business, net of cash  1,144                - acquired Net cash used in investing activities (27,457)             (26,434) Cash flows from financing activities: Proceeds from exercise of stock       259                  10,946 options Taxes paid in lieu of shares issued   (4,229)              - for stock-based compensation Repayment of long-term borrowings and (152,528)            (1,933) revolving credit facility Common stock repurchased and retired  (81,069)             (465,712) Net cash used in financing activities (237,567)            (456,699) Net decrease in cash and cash         (13,634)             (314,218) equivalents Cash and cash equivalents at          134,805              520,945 beginning of period Cash and cash equivalents at end of   $           $          period                                 121,171            206,727  Key Operating Metrics  The following table contains our key operating metrics for the three months ended March 31, 2014 and 2013, respectively. Subscribers to our connected vehicle services are not included in our subscriber count:                                    Unaudited                                   For the Three Months Ended March 31, (in thousands, except subscriber, per subscriber and per            2014                   2013 installation amounts)  Self-pay                       21,255,297             19,874,660  Paid promotional               4,570,812              4,478,566 Ending subscribers                25,826,109             24,353,226  Self-pay                       173,480                304,386  Paid promotional               93,319                 148,504 Net additions                     266,799                452,890 Daily weighted average number of  25,602,139             24,008,472 subscribers Average self-pay monthly churn    1.9%                   2.0% New vehicle consumer conversion   42%                    44% rate ARPU                              $            $                                              12.18                12.05 SAC, per installation             $            $                                                 35                 47 Customer service and billing      $            $           expenses, per average subscriber    1.09                1.11 Free cash flow                    $             $                                            222,789               142,481 Adjusted EBITDA                   $             $                                            334,782               261,871  Glossary  Adjusted EBITDA  - EBITDA is defined as net income before interest and investment income (loss); interest expense, net of amounts capitalized; income tax expense and depreciation and amortization. We adjust EBITDA to exclude the impact of other income and expense, loss on extinguishment of debt, loss on change in value of derivatives as well as certain other charges discussed below. This measure is one of the primary Non-GAAP financial measures on which we (i) evaluate the performance of our businesses, (ii) base our internal budgets and (iii) compensate management. Adjusted EBITDA is a Non-GAAP financial performance measure that excludes (if applicable): (i) certain adjustments as a result of the purchase price accounting for the merger of Sirius and XM, (ii) depreciation and amortization and (iii) share-based payment expense. The purchase price accounting adjustments include: (i) the elimination of deferred revenue associated with the investment in XM Canada, (ii) recognition of deferred subscriber revenues not recognized in purchase price accounting, and (iii) elimination of the benefit of deferred credits on executory contracts, which are primarily attributable to third party arrangements with an OEM and programming providers. We believe adjusted EBITDA is a useful measure of the underlying trend of our operating performance, which provides useful information about our business apart from the costs associated with our physical plant, capital structure and purchase price accounting. We believe investors find this Non-GAAP financial measure useful when analyzing our results and comparing our operating performance to the performance of other communications, entertainment and media companies. We believe investors use current and projected adjusted EBITDA to estimate our current and prospective enterprise value and to make investment decisions. Because we fund and build-out our satellite radio system through the periodic raising and expenditure of large amounts of capital, our results of operations reflect significant charges for depreciation expense. The exclusion of depreciation and amortization expense is useful given significant variation in depreciation and amortization expense that can result from the potential variations in estimated useful lives, all of which can vary widely across different industries or among companies within the same industry. We also believe the exclusion of share-based payment expense is useful given the significant variation in expense that can result from changes in the fair value as determined using the Black-Scholes-Merton model which varies based on assumptions used for the expected life, expected stock price volatility and risk-free interest rates.  Adjusted EBITDA has certain limitations in that it does not take into account the impact to our statements of comprehensive income of certain expenses, including share-based payment expense and certain purchase price accounting for the merger of Sirius and XM. We endeavor to compensate for the limitations of the Non-GAAP measure presented by also providing the comparable GAAP measure with equal or greater prominence and descriptions of the reconciling items, including quantifying such items, to derive the Non-GAAP measure. Investors that wish to compare and evaluate our operating results after giving effect for these costs, should refer to net income as disclosed in our consolidated statements of comprehensive income. Since adjusted EBITDA is a Non-GAAP financial performance measure, our calculation of adjusted EBITDA may be susceptible to varying calculations; may not be comparable to other similarly titled measures of other companies; and should not be considered in isolation, as a substitute for, or superior to measures of financial performance prepared in accordance with GAAP. The reconciliation of net income to the adjusted EBITDA is calculated as follows (in thousands):                                       Unaudited                                      For the Three Months Ended March 31,                                      2014                  2013 Net income (GAAP):                   $       93,988  $      123,602 Add back items excluded from Adjusted EBITDA: Purchase price accounting adjustments: Revenues                             1,813                 1,813 Operating expenses                   (945)                 (68,409) Share-based payment expense (GAAP)   18,240                14,518 Depreciation and amortization (GAAP) 68,267                67,018 Interest expense, net of amounts     54,092                46,174 capitalized (GAAP) Interest and investment income       (4,349)               (1,638) (GAAP) Loss on change in value of           27,023                - derivatives (GAAP) Other income (GAAP)                  (95)                  (247) Income tax expense (GAAP)            76,748                79,040 Adjusted EBITDA                      $      334,782   $      261,871  Adjusted Net Income  - We define this Non-GAAP financial measure as our actual net income adjusted to exclude the impact of certain purchase price accounting adjustments and the loss on change in value of derivatives, net of income tax expense. The following table reconciles our actual income before income taxes to our adjusted net income for the three months ended March31, 2014 and 2013 (in thousands):                                       Unaudited                                      For the Three Months Ended March 31,                                      2014                 2013 Income before income taxes (GAAP):   $      170,736  $      202,642 Add back items excluded from adjusted net income: Purchase price accounting adjustments: Revenues                             1,813                1,813 Operating expenses                   (945)                (68,409) Loss on change in value of           27,023               - derivatives (GAAP) Adjusted income before income taxes  $      198,627  $      136,046 Allocable income tax expense         (77,266)             (53,058) Adjusted net income                  $      121,361  $       82,988  Adjusted Revenues and Operating Expenses  - We define this Non-GAAP financial measure as our actual revenues and operating expenses adjusted to exclude the impact of certain purchase price accounting adjustments from the merger of Sirius and XM and share-based payment expense. We use this Non-GAAP financial measure to manage our business, to set operational goals and as a basis for determining performance-based compensation for our employees. The following tables reconcile our actual revenues and operating expenses to our adjusted revenues and operating expenses for the three months ended March31, 2014 and 2013:                        Unaudited For the Three Months Ended March 31, 2014                                    Purchase Price   Allocation of  (in thousands)        As Reported  Accounting       Share-based    Adjusted                                     Adjustments      Payment                                                     Expense Revenue: Subscriber revenue    $       $         $        $                              851,436       -            -    851,436 Advertising revenue   22,214       -                -              22,214 Equipment revenue     23,978       -                -              23,978 Other revenue         100,083      1,813            -              101,896 Total revenue         $       $         $        $                              997,711    1,813              -    999,524 Operating expenses Cost of services: Revenue share and     $       $         $        $      royalties               195,411       -            -    195,411 Programming and       74,870       945              (2,215)        73,600 content Customer service and  91,069       -                (577)          90,492 billing Satellite and         21,380       -                (946)          20,434 transmission Cost of equipment     7,804        -                -              7,804 Subscriber            123,022      -                -              123,022 acquisition costs Sales and marketing   76,327       -                (3,566)        72,761 Engineering, design   15,911       -                (1,926)        13,985 and development General and           76,243       -                (9,010)        67,233 administrative Depreciation and      68,267       -                -              68,267 amortization (a) Share-based payment   -            -                18,240         18,240 expense Total operating       $       $         $        $      expenses                750,304     945             -    751,249  (a) Purchase price accounting adjustments included above exclude the incremental depreciation and amortization associated with the $785,000 stepped up basis in property, equipment and intangible assets as a result of the merger of Sirius and XM. The increased depreciation and amortization for the three months ended March 31, 2014 was $10,000.                          Unaudited For the Three Months Ended March 31, 2013                                    Purchase Price   Allocation of  (in thousands)        As Reported  Accounting       Share-based    Adjusted                                     Adjustments      Payment                                                     Expense Revenue: Subscriber revenue    $       $         $        $                              783,342       -            -    783,342 Advertising revenue   20,211       -                -              20,211 Equipment revenue     18,156       -                -              18,156 Other revenue         75,689       1,813            -              77,502 Total revenue         $       $         $        $                              897,398    1,813              -    899,211 Operating expenses Cost of services: Revenue share and     $       $         $        $      royalties               148,531   39,761               -    188,292 Programming and       74,610       2,478            (1,642)        75,446 content Customer service and  80,394       -                (470)          79,924 billing Satellite and         19,695       -                (850)          18,845 transmission Cost of equipment     7,027        -                -              7,027 Subscriber            116,111      22,005           -              138,116 acquisition costs Sales and marketing   65,899       4,165            (3,061)        67,003 Engineering, design   14,842       -                (1,647)        13,195 and development General and           56,340       -                (6,848)        49,492 administrative Depreciation and      67,018       -                -              67,018 amortization (a) Share-based payment   -            -                14,518         14,518 expense Total operating       $       $         $        $      expenses                650,467   68,409               -    718,876  (a) Purchase price accounting adjustments included above exclude the incremental depreciation and amortization associated with the $785,000 stepped up basis in property, equipment and intangible assets as a result of the merger of Sirius and XM. The increased depreciation and amortization for the three months ended March 31, 2013 was $13,000.  ARPU  - is derived from total earned subscriber revenue, advertising revenue and other subscription-related revenue, excluding revenue associated with our connected vehicle business, net of purchase price accounting adjustments, divided by the number of months in the period, divided by the daily weighted average number of subscribers for the period. Other subscription-related revenue includes the U.S. Music Royalty Fee. ARPU is calculated as follows (in thousands, except for subscriber and per subscriber amounts):                                          Unaudited                                         For the Three Months Ended March 31,                                         2014                2013 Subscriber revenue, excluding connected $    832,804    $    783,342 vehicle (GAAP) Add: advertising revenue (GAAP)         22,214              20,211 Add: other subscription-related revenue 80,768              64,137 (GAAP)                                         $    935,786    $    867,690 Daily weighted average number of        25,602,139          24,008,472 subscribers ARPU                                    $      12.18  $      12.05  Average self-pay monthly churn  - is defined as the monthly average of self-pay deactivations for the period divided by the average number of self-pay subscribers for the period.  Customer service and billing expenses, per average subscriber - is derived from total customer service and billing expenses, excluding connected vehicle customer service and billing expenses and share-based payment expense, divided by the number of months in the period, divided by the daily weighted average number of subscribers for the period. We believe the exclusion of share-based payment expense in our calculation of customer service and billing expenses, per average subscriber, is useful given the significant variation in expense that can result from changes in the fair market value of our common stock, the effect of which is unrelated to the operational conditions that give rise to variations in the components of our customer service and billing expenses. Customer service and billing expenses, per average subscriber, is calculated as follows (in thousands, except for subscriber and per subscriber amounts):                                        Unaudited                                       For the Three Months Ended                                        March 31,                                       2014                 2013 Customer service and billing expenses, excluding connected vehicle $     84,103    $     80,394 (GAAP) Less: share-based payment expense     (577)                (470) (GAAP)                                       $     83,526    $     79,924 Daily weighted average number of      25,602,139           24,008,472 subscribers Customer service and billing          $       1.09  $       1.11 expenses, per average subscriber  Free cash flow  - is derived from cash flow provided by operating activities, capital expenditures and restricted and other investment activity. The calculation for free cash flow and free cash flow per diluted share are as follows (in thousands, except per share data):                                    Unaudited                                   For the Three Months Ended                                    March 31,                                   2014                   2013 Cash Flow information Net cash provided by operating    $     251,390     $     168,915 activities Net cash used in investing        $      (27,457)   $      (26,434) activities Net cash used in financing        $     (237,567)    $     (456,699) activities Free Cash Flow Net cash provided by operating    $     251,390     $     168,915 activities Additions to property and         (28,601)               (26,434) equipment Free cash flow                    $     222,789     $     142,481 Diluted weighted average common   6,173,848              6,606,276 shares outstanding Free cash flow per diluted share  $        0.04  $        0.02  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. Promotional periods generally include the period of trial service plus 30 days to handle the receipt and processing of payments. We measure conversion rate three months after the period in which the trial service ends. The metric excludes rental and fleet vehicles.  Subscriber acquisition cost, per installation - or SAC, per installation, is derived from subscriber acquisition costs and margins from the sale of radios and accessories, excluding purchase price accounting adjustments, divided by the number of satellite radio installations in new vehicles and shipments of aftermarket radios for the period. Purchase price accounting adjustments associated with the merger of Sirius and XM include the elimination of the benefit of amortization of deferred credits on executory contracts recognized at the merger date attributable to an OEM. SAC, per installation, is calculated as follows (in thousands, except for installation amounts):                                         Unaudited                                        For the Three Months Ended                                         March 31,                                        2014                  2013 Subscriber acquisition costs (GAAP)    $    123,022      $     116,111 Less: margin from direct sales of      (16,174)              (11,129) radios and accessories (GAAP) Add: purchase price accounting         -                     22,005 adjustments                                        $    106,848      $     126,987 Installations                          3,078,510             2,710,893 SAC, per installation                  $         35  $                                                                      47  About SiriusXM  Sirius XM Holdings Inc. (NASDAQ: SIRI) is the world's largest radio broadcaster measured by revenue and has 25.8 million subscribers. SiriusXM creates and broadcasts commercial-free music; premier sports talk and live events; comedy; news; exclusive talk and entertainment; and the most comprehensive Latin music, sports and talk programming in radio. SiriusXM is available in vehicles from every major car company in the U.S. and from retailers nationwide as well as at shop.siriusxm.com. SiriusXM programming is available through the SiriusXM Internet Radio App for smartphones and other connected devices as well as online at siriusxm.com. SiriusXM also provides premium traffic, weather, data and information services for subscribers in cars, trucks, RVs, boats and aircraft through SiriusXM Traffic™, SiriusXM Travel Link, NavTraffic®, NavWeather™, SiriusXM Aviation, SiriusXM Marine™, Sirius Marine Weather, XMWX Aviation™, and XMWX Marine™. SiriusXM holds a minority interest in SiriusXM Canada which has more than 2 million subscribers.  On social media, join the SiriusXM community on Facebook, Twitter, Instagram, and YouTube.  This communication contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as "will likely result," "are expected to," "will continue," "is anticipated," "estimated," "believe," "intend," "plan," "projection," "outlook" or words of similar meaning. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results may differ materially from the results anticipated in these forward-looking statements.  The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: our competitive position versus other radio and audio entertainment providers; our ability to attract and retain subscribers, which is uncertain; our dependence upon the auto industry; general economic conditions; failure of our satellites, which, in most cases, are not insured; the interruption or failure of our information and communications systems; the security of the personal information about our customers; royalties we pay for music rights, which increase over time; the unfavorable outcome of pending or future litigation; our failure to realize benefits of acquisitions; rapid technological and industry change; failure of third parties to perform; changes in consumer protection laws and their enforcement; failure to comply with FCC requirements and other government regulations; and our indebtedness. Additional factors that could cause our results to differ materially from those described in the forward-looking statements can be found in our Annual Report on Form 10-K for the year ended December 31, 2013, which is filed with the Securities and Exchange Commission (the "SEC") and available at the SEC's Internet site (http://www.sec.gov). The information set forth herein speaks only as of the date hereof, and we disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this communication.  E-SIRI  Contact Information for Investors and Financial Media:  Investors:  Hooper Stevens 212 901 6718 hooper.stevens@siriusxm.com  Media:  Patrick Reilly 212 901 6646 patrick.reilly@siriusxm.com  Logo - http://photos.prnewswire.com/prnh/20101014/NY82093LOGO    SOURCE Sirius XM Holdings Inc.  Website: http://www.siriusxm.com  
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