SiriusXM Reports Third Quarter 2020 Results

NEW YORK, Oct. 22, 2020 /PRNewswire/ -- SiriusXM today announced third quarter 2020 operating and financial results, including revenue of $2.025 billion, up 1% compared to the prior year period. The Company's net income increased 11% to $272 million in the third quarter from $246 million a year prior. Net income per diluted common share was $0.06 in the third quarter 2020, compared to $0.05 in the prior year period. Adjusted EBITDA in the third quarter totaled $661 million, an increase of approximately 1% from $657 million in the prior year period.

"SiriusXM maintains strong momentum heading into year end, and we are increasing all of our full-year subscriber and financial guidance today. Our talented people and our powerful business model have delivered stellar results during a challenging year for our company and country," said Jim Meyer, Chief Executive Officer, SiriusXM.

"Our commitment to having the best possible audio content from top talent, as well as leading media and sports brands, has never wavered. First, we are making significant progress in extending our relationship with Howard Stern. We reached a new agreement with Kevin Hart for more content, with LeBron James and Maverick Carter we launched UNINTERRUPTED Radio from the NBA bubble on Pandora, and we debuted our fulltime channel with the members of U2 on SiriusXM. Pat McAfee joined our sports lineup, and we returned to live sports across the MLB, NBA and NFL. And we brought our listeners special moments like the recent interview between Paul McCartney and Alec Baldwin honoring John Lennon's 80th birthday on The Beatles Channel," added Meyer.

LEADERSHIP UPDATE

As previously announced, Jim Meyer will retire as Chief Executive Officer of SiriusXM on December 31, 2020 and become Vice Chairman of SiriusXM's Board of Directors. Jennifer Witz, the Company's President, Sales, Marketing and Operations, is slated to become Chief Executive Officer on January 1, 2021. Sean S. Sullivan has been appointed Chief Financial Officer and is starting in his new position on October 26, 2020.

"This will be my last earnings period as SiriusXM's CEO, and the numbers we are reporting today reflect the incredible progress our team has made during my tenure. It has been an honor to lead SiriusXM for the past eight years, and I'm thrilled to be passing the baton at year end to a leader as capable as Jennifer Witz," Meyer continued.

"I couldn't be more pleased to assume the role of CEO in January and to welcome Sean Sullivan to our team. Our goals are clear: we will maintain our track record of consistent execution and subscriber growth, and continue to drive higher OEM penetration and invest in our 360L platform, streaming efforts, podcasting, and more to ensure our place as the leader in digital audio entertainment and enable the next phase of our growth," said Jennifer Witz.

"The steady churn of 1.7% we saw in the third quarter was outstanding, particularly against a backdrop of rebounding auto sales and the vehicle-related churn which results from higher sales. Our new guidance implies that we will finish the year with self-pay net additions close to 90% of what we originally projected - an extraordinary performance in this year's environment. And the team delivered terrific results by driving a sequential jump of 46% in our advertising revenue in the third quarter," added Witz.

FURTHER UPDATE ON BUSINESS, LIQUIDITY, AND CAPITAL RETURNS

The Company increased the pace of its common stock repurchases in the third quarter 2020 to $486 million. With dividends, total capital returns for the third quarter were $544 million. Additionally, for the fourth year in a row, SiriusXM announced a 10% increase to its dividend, which was initiated in November 2016 at $0.01 per share per quarter and as of November will stand at $0.014641 per share per quarter. At the end of the third quarter, the Company's net debt to trailing 12 month adjusted EBITDA ratio was 3.1x and its $1.75 billion revolving credit facility was undrawn and fully available.

"Against a backdrop of strong performance, we continued our record of returning capital to stockholders through share repurchases and by increasing our quarterly dividend. Over the summer, we also strengthened our balance sheet by refinancing debt with longer-dated maturities and lower coupons. SiriusXM continues to generate significant cash flow, which provides us firepower to continue our capital return program while investing in our businesses," added Meyer.

"On Monday, we announced the closing of our acquisition of Stitcher and are quickly integrating that business with SiriusXM's content and ad sales businesses, and our existing hosting and analytics platform, Simplecast. Stitcher greatly advances SiriusXM's position in podcasting, the fastest growing sector in audio entertainment. We offer audio publishers a state-of-the art suite of content hosting, data analytics, ad insertion and sales representation services through programmatic and direct sales. We are excited to combine the largest digital audio salesforce with a leading podcast ad network and to offer advertisers an attractive path to over 150 million North American listeners across our platforms," added Witz.

2020 GUIDANCE

The Company increased its full-year 2020 guidance for SiriusXM self-pay net subscriber additions, revenue, adjusted EBITDA and free cash flow. The Company's current operating and financial guidance is as follows:

    --  SiriusXM self-pay net subscriber additions of approximately 800,000,
    --  Total revenue of approximately $7.85 billion,
    --  Adjusted EBITDA of approximately $2.475 billion, and
    --  Free cash flow of approximately $1.6 billion.

THIRD QUARTER 2020 HIGHLIGHTS

SiriusXM operates two complementary audio entertainment businesses -- our SiriusXM business and our Pandora business. Further information regarding these two segments will be contained in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020. The pro forma financial and operating highlights below exclude the impact of share-based payment expense.

SIRIUSXM

    --  Self-Pay Subscribers Nearly 30.5 Million. SiriusXM added approximately
        169,000 net new self-pay subscribers in the third quarter. Self-pay
        monthly churn for the third quarter was unchanged from prior year at
        1.7%. Total net subscriber additions were 186,000, resulting in 34.4
        million total SiriusXM subscribers at the end of the period. Paid
        promotional subscribers increased due to higher shipments from
        automakers offering paid trial subscriptions with the purchase or lease
        of a vehicle. The total trial funnel stood at approximately 8.9 million
        at the end of the third quarter, up from approximately 8.1 million at
        the end of the second quarter as sales from automakers offering unpaid
        trials also increased.
    --  SiriusXM Revenue Increased 1% to $1.6 Billion. Third quarter revenue was
        up 1% to $1.6 billion with growth in subscriber revenue offsetting
        declines in advertising revenue. Monthly ARPU climbed 2% in the third
        quarter compared to the year ago period despite the reduction in
        advertising revenue per user, with the subscription component of ARPU
        rising 3% compared to the year ago period. Higher ARPU and a larger
        self-pay subscriber base versus the year ago period drove revenue
        increases and offset the effects of a lower paid trial subscriber base
        compared to the third quarter of 2019.
    --  Gross Profit and Margins Steady. Total cost of services at SiriusXM
        increased by 2% to $610 million in the third quarter, resulting in $979
        million of gross profit, a 1% increase over the third quarter of 2019.
        Gross profit margin was 62%, nearly unchanged compared to the prior year
        quarter.
    --  New Car Penetration Rises; OEM Agreements Extended, 360L Deployments
        Confirmed. SiriusXM's new car penetration rate climbed to approximately
        78% in the third quarter 2020, an increase of over 500 basis points from
        the third quarter of 2019. The Company extended agreements with BMW, GM
        and KIA and confirmed planned rollouts this year of its 360L platform at
        a variety of automakers including Audi, BMW, FIAT Chrysler, Ford, GM's
        Buick, Cadillac, Chevy, GMC brands and Volkswagen.

PANDORA

    --  Advertising Revenue Declined 3% to $306 million. Third quarter ad
        revenue at Pandora, which includes off-platform results such as the
        Company's AdsWizz business, declined 3% year-over-year to $306 million.
        Monetization of $84 per thousand hours at Pandora was down just 1%
        year-over-year.
    --  Total Ad Supported Listener Hours of 3.1 Billion. Monthly Active Users
        (MAUs) at Pandora were 58.6 million in the third quarter, down from 63.1
        million in the prior year period. Total ad supported listener hours were
        3.12 billion in the period, down from 3.32 billion in the third quarter
        of 2019. Average monthly listening hours per active ad-supported user
        increased 1.8% to 19.5 in the third quarter of 2020 versus 19.1 in the
        third quarter of 2019.
    --  Self-Pay Net Adds of 105,000. Pandora added 105,000 net new self-pay
        subscribers to its Pandora Plus and Pandora Premium services in the
        third quarter to end the period with nearly 6.4 million self-pay
        subscribers to those services. Paid promotional subscribers remained
        near 43,000, roughly unchanged from the prior year period.
    --  Gross Profit Declined 4%. The decline in advertising revenue exceeded
        the 1% reduction in costs of services during the quarter, resulting in
        gross profit at Pandora of $162 million, down 4% over the third quarter
        of 2019. Gross margin for the quarter was 37%, down from 38% in the
        third quarter of 2019.

Subscriber acquisition costs grew by 9% to $110 million in the third quarter driven by higher OEM installations as automakers pushed to produce pre-COVID-19 volumes, partially offset by lower hardware subsidies as certain subsidy rates decreased. Sales and marketing costs decreased by 2% to a total of $205 million. Engineering, design and development costs fell 16% to $53 million, and general and administrative expenses increased 4% to $112 million.

With revenue up 1% and total cash operating expenses up 1%, excluding depreciation and amortization, share-based payment expenses, and legal settlements and reserves, adjusted EBITDA was also up 1%. Free cash flow fell by 22% to $361 million, driven by lower cash from operations.

Additional information about the Company's business, results of operations and the evolving impact of the COVID-19 pandemic on the business and operations is included below under "SPECIAL NOTE ON COVID-19 RESPONSE." Additional information regarding the impact of the COVID-19 pandemic on the Company's business and operations is contained in its Quarterly Report on Form 10-Q, which will be filed with the Securities and Exchange Commission.

SPECIAL NOTE ON COVID-19 RESPONSE

General

In general, the COVID-19 pandemic, has had, and is continuing to have, a widespread and broad reaching effect on the economy. Vehicle sales have declined and concerts have been postponed indefinitely. The impact of the COVID-19 pandemic on the travel industry has been far-reaching, adversely affecting airlines, hotels, cruise ships and theme parks. Unemployment rates, while improving, remain high. Similarly, although media spending by businesses is recovering, spending continues to be down compared to prior periods. While certain regions of the United States are in various phases of reopening, it remains unclear what a full economic recovery will look like as the United States continues to struggle with rolling outbreaks of the virus.

Against this background and these broad-based economic effects, the full extent to which the COVID-19 pandemic may negatively impact our business is still uncertain. The scope of the effects of the COVID-19 pandemic on our businesses depends on many factors beyond our control, and the effects are difficult to assess or predict with meaningful precision both generally and specifically as to our Sirius XM and Pandora businesses. The COVID-19 pandemic did not have a material effect on our revenues and expenses for the first quarter ended March 31, 2020, with the effects on our business first emerging in the quarter ended June 30, 2020. Refer to the discussion below under "Business Performance Update" for an update on the impact on our business during the quarter ended September 30, 2020.

Liquidity

To date, the COVID-19 pandemic and its related economic impact has not affected our capital and financial resources, including our liquidity position. We believe that we have sufficient cash and cash equivalents, as well as debt capacity, to cover our estimated short-term and long-term funding needs, including amounts necessary to construct, launch and insure replacement satellites, as well as fund future stock repurchases, future dividend payments and pursue strategic opportunities. We expect to continue repurchasing our common stock. These repurchases are subject to numerous factors, including but not limited to market conditions. We have not suspended our quarterly common stock dividend payments as a result of the COVID-19 pandemic. As of September 30, 2020, we had approximately $33 million of cash on hand and $1.749 billion was available for future borrowing under our revolving credit facility (after giving effect to outstanding letters of credit).

The COVID-19 pandemic to date has not impacted our ability to access our traditional funding sources. The pandemic has not increased our costs of or reduced our access to capital under our revolving credit facility or in the debt capital markets, and we do not believe it is reasonably likely to do so in the near-term. In addition, we do not expect the pandemic to affect our ongoing ability to meet the covenants in our debt instruments, including under our revolving credit facility.

Business Performance Update

We remain focused on the well-being of our employees, customers and all those we serve while also taking responsive measures to adapt to the current environment. Against the backdrop of the COVID-19 pandemic we are seeing certain positive trends in certain key indicators that support our business. For example, in the quarter ended September 30, 2020, new vehicle sales recovered compared to the prior three and six month periods. Similarly, we have seen recent increases in advertising orders, although the outlook for advertising revenue remains uncertain and we cannot reasonably predict when advertising activity will return to pre-pandemic levels. For more information regarding the trends in our businesses, including the trends in revenues and expenses, see the information contained under "Management's Discussion and Analysis of Financial Condition and Results of Operations," contained in this Quarterly Report on Form 10-Q.

We have taken actions to help ensure that our audio entertainment service will continue uninterrupted through the COVID-19 pandemic, including activating our business continuity plans and implementing steps to enable employees to work remotely. The impact of these actions on our workforce are also difficult to assess, but the experience has presented new challenges for our employees as they balance the demands of the pandemic with their daily operational role. To date, however, we do not believe that these remote work arrangements have adversely affected our ability to maintain our financial reporting systems, internal control over financial reporting and disclosure controls and procedures. In addition, we do not expect to encounter any significant challenges to our ability to maintain these systems and controls.

We have undertaken and are continually in the process of making a diverse range of operational adjustments in response to the effects of COVID-19 pandemic. From a customer care and support perspective, we have adjusted our operations with call center vendors. These adjustments have included shifting call center demand to "chat" platforms, activating interactive voice response (or "IVR") systems and online capabilities, and working with call center vendors to increase the capability for customer service agents to work remotely. We are focused on optimizing customer support performance in this new environment.

We also do not expect the pandemic to affect the assets on our balance sheet and our ability to timely account for those assets. For example, we do not anticipate making any significant changes as a result of the pandemic in judgments in determining the fair-value of assets measured in accordance with generally accepted accounting principles.

In addition, we do not anticipate any material impairments with respect to goodwill, indefinite life and definite life intangible assets, right of use assets or investments, increases in allowances for credit losses, restructuring charges, other expenses, or changes in accounting judgments that would have an adverse impact on our financial statements.

We are taking advantage of recent Federal tax relief to defer our portion of the social security payroll tax. This tax relief will not have a material impact on our liquidity position in either the short- or long-term. We have not received any financial assistance in the form of loans under the CARES Act.

You should not place undue reliance on any of our forward-looking statements. In addition, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which the statement is made, to reflect the occurrence of unanticipated events or otherwise, except as required by law. New factors emerge from time to time, and it is not possible for us to predict which will arise or to assess with any precision the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

For additional discussion of the risks to our business related to the COVID-19 pandemic, see "Risk factors--Risks related to our business--The current coronavirus (COVID-19) pandemic is adversely impacting our business" contained in our Quarterly Report on Form 10-Q for the three months ended March 31, 2020. To the extent the COVID-19 pandemic or any other global health crisis does adversely impact our business or financial condition, it may also have the effect of heightening many of the other "Risk factors" included in our Annual Report on Form 10-K for the year ended December 31, 2019 and in our Quarterly Report on Form 10-Q for the three months ended March 31, 2020.

THIRD QUARTER 2020 RESULTS


                                                                 
          SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

                                                              
          CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                                                                              
            (UNAUDITED)




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

                                                                                                                                  ---


            
              (in millions, except per share data)  2020                           2019                    2020                    2019



            Revenue:



            Subscriber revenue                                      $
            1,594                                        $
         1,556                                      $
         4,757    $
         4,551



            Advertising revenue                               345                                        366                                866                                        933



            Equipment revenue                                  47                                         45                                113                                        127



            Other revenue                                      39                                         44                                115                                        121




            Total revenue                                   2,025                                      2,011                              5,851                                      5,732



            Operating expenses:



            Cost of services:



            Revenue share and royalties                       602                                        592                              1,759                                      1,684



            Programming and content                           123                                        116                                351                                        338



            Customer service and billing                      119                                        119                                359                                        352



            Transmission                                       46                                         46                                129                                        117



            Cost of equipment                                   5                                          8                                 13                                         20



            Subscriber acquisition costs                      110                                        101                                257                                        313



            Sales and marketing                               222                                        233                                664                                        648



            Engineering, design and development                64                                         78                                196                                        206



            General and administrative                        131                                        124                                357                                        379



            Depreciation and amortization                     125                                        118                                381                                        344



            Acquisition and restructuring costs                 -                                                                          24                                         83




            Total operating expenses                        1,547                                      1,535                              4,490                                      4,484




            Income from operations                            478                                        476                              1,361                                      1,248



            Other (expense) income:



            Interest expense                                 (96)                                     (104)                             (297)                                     (291)



            Loss on extinguishment of debt                   (40)                                      (56)                              (40)                                      (57)



            Other income (expense)                              2                                                                           10                                        (2)




            Total other (expense) income                    (134)                                     (160)                             (327)                                     (350)




            Income before income taxes                        344                                        316                              1,034                                        898



            Income tax expense                               (72)                                      (70)                             (226)                                     (227)




            Net income                                                $
            272                                          $
         246                                        $
         808      $
         671




            Foreign currency translation adjustment, net        7                                        (5)                               (8)                                         9
    of tax




            Total comprehensive income                                $
            279                                          $
         241                                        $
         800      $
         680




            Net income per common share:



            Basic                                                    $
            0.06                                         $
         0.06                                       $
         0.19     $
         0.15




            Diluted                                                  $
            0.06                                         $
         0.05                                       $
         0.18     $
         0.15




            Weighted average common shares
    outstanding:



            Basic                                           4,326                                      4,450                              4,367                                      4,529




            Diluted                                         4,415                                      4,564                              4,465                                      4,641




            Dividends declared per common share                   $
            0.01331                                      $
         0.01210                                    $
         0.03993  $
         0.03630


                                                                         
              SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

                                                                                
              CONSOLIDATED BALANCE SHEETS




                   (in millions, except per share data)                            September 30, 2020                        December 31, 2019

                                                                                                                                           ---

          
              
                ASSETS                                               (unaudited)



     Current assets:



     Cash and cash equivalents                                                                             $
              33                                 $
        106



     Receivables, net                                                                            582                                               670



     Inventory, net                                                                               10                                                11


      Related party current assets                                                                 10                                                22


      Prepaid expenses and other current
       assets                                                                                     194                                               194




     Total current assets                                                                        829                                             1,003


      Property and equipment, net                                                               1,587                                             1,626



     Intangible assets, net                                                                    3,360                                             3,467



     Goodwill                                                                                  3,860                                             3,843


      Related party long-term assets                                                              514                                               452



     Deferred tax assets                                                                           -                                              153


      Operating lease right-of-use assets                                                         423                                               466



     Other long-term assets                                                                      129                                               139




     Total assets                                                                                      $
              10,702                              $
        11,149



                                    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)



     Current liabilities:


      Accounts payable and accrued expenses                                                              $
              1,088                               $
        1,151



     Accrued interest                                                                             84                                               160


      Current portion of deferred revenue                                                       1,792                                             1,930



     Current maturities of debt                                                                    2                                                 2


      Operating lease current liabilities                                                          47                                                46


      Related party current liabilities                                                             1                                                 4




     Total current liabilities                                                                 3,014                                             3,293



     Long-term deferred revenue                                                                  121                                               130



     Long-term debt                                                                            7,845                                             7,842



     Deferred tax liabilities                                                                     91                                                70


      Operating lease liabilities                                                                 416                                               456


      Other long-term liabilities                                                                 126                                                94




     Total liabilities                                                                        11,613                                            11,885




     Stockholders' equity (deficit):


      Common stock, par value $0.001 per
       share; 9,000 shares authorized;
       4,283 and 4,412 shares issued; 4,278
       and 4,412 shares outstanding at
       September 30, 2020 and December 31,
       2019, respectively                                                                           4                                                 4


      Accumulated other comprehensive
       income, net of tax                                                                           -                                                8



     Additional paid-in capital                                                                    -                                              395


      Treasury stock, at cost; 5 and 0
       shares of common stock at September
       30, 2020 and December 31, 2019,
       respectively                                                                              (24)



     Accumulated deficit                                                                       (891)                                          (1,143)



      Total stockholders' equity (deficit)                                                      (911)                                            (736)



      Total liabilities and stockholders'
       equity (deficit)                                                                                 $
              10,702                              $
        11,149


                                                                                    
       SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

                                                                                      
       CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                            
              (UNAUDITED)




                                                                                                                                             For the Nine Months Ended September 30,




     
                (in millions)                                                                                                    2020                      2019

                                                                                                                                                              ---


     Cash flows from operating activities:



     Net income                                                                                                                         $
         808                                  $
      671



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



     Depreciation and amortization                                                                                                  381                                     344



     Non-cash interest expense, net of amortization of premium                                                                       15                                      12



     Provision for doubtful accounts                                                                                                 48                                      40



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



     Loss on extinguishment of debt                                                                                                  40                                      57



     Loss on unconsolidated entity investments, net                                                                                   8                                      16



     Dividend received from unconsolidated entity investment                                                                          1                                       1



     Loss on restructuring                                                                                                           24



     Gain on other investments                                                                                                      (1)                                    (3)



     Share-based payment expense                                                                                                    165                                     192



     Deferred income taxes                                                                                                          175                                     210



     Amortization of right-of-use assets                                                                                             42                                      16



     Changes in operating assets and liabilities:



     Receivables                                                                                                                     39                                    (85)



     Inventory                                                                                                                      (2)                                      8



     Related party, net                                                                                                              10



     Prepaid expenses and other current assets                                                                                      (2)                                    (9)



     Other long-term assets                                                                                                          14                                       8



     Accounts payable and accrued expenses                                                                                         (83)                                     79



     Accrued interest                                                                                                              (76)                                   (24)



     Deferred revenue                                                                                                             (147)                                   (46)



     Operating lease liabilities                                                                                                   (39)                                    (4)



     Other long-term liabilities                                                                                                     32                                       4




     Net cash provided by operating activities                                                                                    1,450                                   1,485



     Cash flows from investing activities:



     Additions to property and equipment                                                                                          (230)                                  (239)



     Purchases of other investments                                                                                                 (8)                                    (7)



     Acquisition of business, net of cash acquired                                                                                 (28)                                    313



     Sale of short-term investments                                                                                                                                         73



     Investments in related parties and other equity investees                                                                     (89)                                   (14)



     Repayment from related party                                                                                                    11




     Net cash (used in) provided by investing activities                                                                          (344)                                    126



     Cash flows from financing activities:



     Proceeds from exercise of stock options                                                                                                                                 8



     Taxes paid from net share settlements for stock-based compensation                                                            (81)                                  (104)



     Revolving credit facility, net of deferred financing costs                                                                                                          (374)



     Proceeds from long-term borrowings, net of costs                                                                             1,481                                   2,715



     Proceeds from sale of capped call security                                                                                                                              3



     Principal payments of long-term borrowings                                                                                 (1,506)                                (1,663)



     Payment of premiums on redemption of debt                                                                                     (31)                                   (45)



     Common stock repurchased and retired                                                                                         (870)                                (1,959)



     Dividends paid                                                                                                               (175)                                  (167)




     Net cash used in financing activities                                                                                      (1,182)                                (1,586)




     Net (decrease) increase in cash, cash equivalents and restricted cash                                                         (76)                                     25



     Cash, cash equivalents and restricted cash at beginning of period (1)                                                          120                                      65




     Cash, cash equivalents and restricted cash at end of period (1)                                                                     $
         44                                   $
      90




              (1)              The following table reconciles
                                  cash, cash equivalents and
                                  restricted cash per the
                                  statement of cash flows to
                                  the balance sheet. The
                                  restricted cash balances are
                                  primarily due to letters of
                                  credit which have been issued
                                  to the landlords of leased
                                  office space. The terms of
                                  the letters of credit
                                  primarily extend beyond one
                                  year.


     
                (in millions)                                        September 30, 2020       December 31, 2019    September 30, 2019        December 31, 2018




     Cash and cash equivalents                                                            $
     33                                         $
     106                     $
     79  $
     54



     Restricted cash included in Other long-term assets                                11                         14                                            11     11




     Total cash, cash equivalents and restricted cash at end of period                    $
     44                                         $
     120                     $
     90  $
     65

Unaudited Pro Forma Results

Set forth below are our pro forma results of operations for the three and nine months ended September 30, 2020 compared with the three and nine months ended September 30, 2019. These pro forma results are based on estimates and assumptions, which we believe are reasonable. They are not the results that would have been realized had the Pandora Acquisition actually occurred on January 1, 2019 and are not indicative of our consolidated results of operations in future periods. The pro forma results primarily include adjustments related to amortization of acquired intangible assets, depreciation of property and equipment, acquisition costs, fair value gain or loss on the Pandora investment and associated tax impacts. Pro forma adjustments are not included for the acquisition of Simplecast. Please refer to the Footnotes to Results of Operations.


                                                                                                                                                                                   
           
     2020 vs 2019 Change



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




     
                (in millions)                 2020                                         2019                 2020                                    2019       Amount                            %                     Amount            %




     
                Revenue                (Pro Forma)                                 (Pro Forma)         (Pro Forma)                            (Pro Forma)



     Sirius XM:



     Subscriber revenue                                $
              1,462                                                $
              1,424                                   $
         4,372                                            $
       4,196              $
         38                3
                                                                                                                                                                                                                                                                                                           %
                                                                                                                                                                                                                                                                                 %                 $
      176  4



     Advertising revenue                          39                                                  51                                                  108                         149                                      (12)                 (24)                 (41)           (28)

                                                                                                                                                                                                                                                    %                                   %



     Equipment revenue                            47                                                  45                                                  113                         127                                         2                     4                  (14)           (11)

                                                                                                                                                                                                                                                    %                                   %



     Other revenue                                41                                                  46                                                  121                         127                                       (5)                 (11)                  (6)            (5)

                                                                                                                                                                                                                                                    %                                   %




     Total Sirius XM revenue                   1,589                                               1,566                                                4,714                       4,599                                        23                     1
                                                                                                                                                                                                                                                                                        %
                                                                                                                                                                                                                                                    %                  115               3



     Pandora:



     Subscriber revenue                          132                                                 132                                                  385                         401                                                                 %              (16)            (4)

                                                                                                                                                                                                                                                                                        %



     Advertising revenue                         306                                                 315                                                  758                         852                                       (9)                  (3)                 (94)           (11)

                                                                                                                                                                                                                                                    %                                   %




     Total Pandora revenue                       438                                                 447                                                1,143                       1,253                                       (9)                  (2)                (110)            (9)

                                                                                                                                                                                                                                                    %                                   %




     Total consolidated revenue                2,027                                               2,013                                                5,857                       5,852                                        14                     1

                                                                                                                                                                                                                                                    %                    5                       %



     
                Cost of services



     Sirius XM:



     Revenue share and royalties                 369                                                 358                                                1,100                       1,065                                        11                     3
                                                                                                                                                                                                                                                                                        %
                                                                                                                                                                                                                                                    %                   35               3



     Programming and content                     114                                                 113                                                  330                         328                                         1                     1
                                                                                                                                                                                                                                                                                        %
                                                                                                                                                                                                                                                    %                    2               1



     Customer service and billing                 99                                                  99                                                  291                         296                                                                 %               (5)            (2)

                                                                                                                                                                                                                                                                                        %



     Transmission                                 33                                                  29                                                   90                          79                                         4                    14
                                                                                                                                                                                                                                                                                        %
                                                                                                                                                                                                                                                    %                   11              14



     Cost of equipment                             5                                                   8                                                   13                          20                                       (3)                 (38)                  (7)           (35)

                                                                                                                                                                                                                                                    %                                   %




     Total Sirius XM cost of services            620                                                 607                                                1,824                       1,788                                        13                     2
                                                                                                                                                                                                                                                                                        %
                                                                                                                                                                                                                                                    %                   36               2



     Pandora:



     Revenue share and royalties                 235                                                 238                                                  665                         701                                       (3)                  (1)                 (36)            (5)

                                                                                                                                                                                                                                                    %                                   %



     Programming and content                       9                                                   3                                                   21                          10                                         6                   200                    11             110

                                                                                                                                                                                                                                                    %                                   %



     Customer service and billing                 20                                                  20                                                   68                          64                                                                 %                 4               6
                                                                                                                                                                                                                                                                                        %



     Transmission                                 13                                                  17                                                   39                          43                                       (4)                 (24)                  (4)            (9)

                                                                                                                                                                                                                                                    %                                   %




     Total Pandora cost of services              277                                                 278                                                  793                         818                                       (1)                       %              (25)            (3)

                                                                                                                                                                                                                                                                                        %




     Total consolidated cost of services         897                                                 885                                                2,617                       2,606                                        12                     1

                                                                                                                                                                                                                                                    %                   11                       %



     Subscriber acquisition costs                110                                                 101                                                  257                         313                                         9                     9                  (56)           (18)

                                                                                                                                                                                                                                                    %                                   %



     Sales and marketing                         222                                                 233                                                  664                         684                                      (11)                  (5)                 (20)            (3)

                                                                                                                                                                                                                                                    %                                   %



     Engineering, design and development          64                                                  78                                                  196                         220                                      (14)                 (18)                 (24)           (11)

                                                                                                                                                                                                                                                    %                                   %



     General and administrative                  131                                                 124                                                  357                         395                                         7                     6                  (38)           (10)

                                                                                                                                                                                                                                                    %                                   %



     Depreciation and amortization               125                                                 118                                                  381                         359                                         7                     6
                                                                                                                                                                                                                                                                                        %
                                                                                                                                                                                                                                                    %                   22               6



     Acquisition and restructuring costs                                                                                                                 24                                                                                        nm           24               nm




     Total operating expenses                  1,549                                               1,539                                                4,496                       4,577                                        10                     1                  (81)            (2)

                                                                                                                                                                                                                                                    %                                   %



     Income from operations                      478                                                 474                                                1,361                       1,275                                         4                     1
                                                                                                                                                                                                                                                                                        %
                                                                                                                                                                                                                                                    %                   86               7



     Other (expense) income:



     Interest expense                           (96)                                              (104)                                               (297)                      (293)                                        8                     8                   (4)            (1)

                                                                                                                                                                                                                                                    %                                   %



     Loss on extinguishment of debt             (40)                                               (56)                                                (40)                       (57)                                       16                    29
                                                                                                                                                                                                                                                                                        %
                                                                                                                                                                                                                                                    %                   17              30



     Other income (expense)                        2                                                                                                      10                         (1)                                        2                    nm           11             1100

                                                                                                                                                                                                                                                                                 %




     Total other (expense) income              (134)                                              (160)                                               (327)                      (351)                                       26                    16
                                                                                                                                                                                                                                                                                        %
                                                                                                                                                                                                                                                    %                   24               7




     Income before income taxes                  344                                                 314                                                1,034                         924                                        30                    10
                                                                                                                                                                                                                                                                                        %
                                                                                                                                                                                                                                                    %                  110              12



     Income tax expense                         (72)                                               (69)                                               (226)                      (234)                                      (3)                  (4)
                                                                                                                                                                                                                                                                                        %
                                                                                                                                                                                                                                                    %                    8               3




     Net income                                          $
              272                                                  $
              245                                     $
         808                                              $
       690              $
         27               11
                                                                                                                                                                                                                                                                                                           %
                                                                                                                                                                                                                                                                                 %                 $
      118 17






     Adjusted EBITDA                                     $
              661                                                  $
              657                                   $
         1,915                                            $
       1,841               $
         4                1
                                                                                                                                                                                                                                                                                                           %
                                                                                                                                                                                                                                                                                 %                  $
      74  4

Footnotes to Pro Forma Results of Operations

The following tables reconcile our results of operations as reported to our pro forma results of operations for the three and nine months ended September 30, 2020 and 2019 which includes the Pandora pre-acquisition financial information for the applicable periods and the effects of purchase price accounting. These pro forma results are based on estimates and assumptions, which we believe are reasonable. They are not the results that would have been realized had the Pandora Acquisition actually occurred on January 1, 2019 and are not indicative of our consolidated results of operations in future periods. The pro forma results primarily include adjustments related to amortization of acquired intangible assets, depreciation of property and equipment, acquisition costs, fair value gain or loss on the Pandora investment and associated tax impacts.


                                                                 
     
               Unaudited for the Three Months Ended September 30, 2020




     
                (in millions)          As Reported                            Predecessor                                       Purchase Price  Ref    Pro Forma
                                                                      Financial                                                 Accounting
                                                                     Information                                         Adjustments




     
                Revenue



     Sirius XM:



     Subscriber revenue                              $
       1,462                                                                      
              $      
              $             $
       1,462



     Advertising revenue                          39                                                                                                                        39



     Equipment revenue                            47                                                                                                                        47



     Other revenue                                39                                                                                                 2              (a)      41




     Total Sirius XM revenue                   1,587                                                                                                 2                    1,589



     Pandora:



     Subscriber revenue                          132                                                                                                                       132



     Advertising revenue                         306                                                                                                                       306




     Total Pandora revenue                       438                                                                                                                       438




     Total consolidated revenue                2,025                                                                                                 2                    2,027



     
                Cost of services



     Sirius XM:



     Revenue share and royalties                 369                                                                                                                       369



     Programming and content                     114                                                                                                                       114



     Customer service and billing                 99                                                                                                                        99



     Transmission                                 33                                                                                                                        33



     Cost of equipment                             5                                                                                                                         5




     Total Sirius XM cost of services            620                                                                                                                       620



     Pandora:



     Revenue share and royalties                 233                                                                                                 2              (b)     235



     Programming and content                       9                                                                                                                         9



     Customer service and billing                 20                                                                                                                        20



     Transmission                                 13                                                                                                                        13




     Total Pandora cost of services              275                                                                                                 2                      277




     Total consolidated cost of services         895                                                                                                 2                      897



     Subscriber acquisition costs                110                                                                                                                       110



     Sales and marketing                         222                                                                                                                       222



     Engineering, design and development          64                                                                                                                        64



     General and administrative                  131                                                                                                                       131



     Depreciation and amortization               125                                                                                                                       125



     Acquisition and restructuring costs




     Total operating expenses                  1,547                                                                                                 2                    1,549




     Income from operations                      478                                                                                                                       478



     Other (expense) income:



     Interest expense                           (96)                                                                                                                     (96)



     Loss on extinguishment of debt             (40)                                                                                                                     (40)



     Other income (expense)                        2                                                                                                                         2




     Total other (expense) income              (134)                                                                                                                    (134)




     Income before income taxes                  344                                                                                                                       344



     Income tax expense                         (72)                                                                                                                     (72)




     Net income                                        $
       272                                                                      
              $      
              $               $
       272



               (a)               This adjustment eliminates the
                                  impact of additional revenue
                                  associated with certain
                                  programming agreements recorded
                                  as part of the merger of Sirius
                                  and XM (the "XM Merger").


               (b)               This adjustment includes the
                                  impact of additional expense
                                  associated with minimum
                                  guarantee royalty contracts
                                  recorded as part of the Pandora
                                  Acquisition.


                                                                 
     
               Unaudited for the Three Months Ended September 30, 2019




     
                (in millions)          As Reported                            Predecessor                                       Purchase Price  Ref    Pro Forma
                                                                      Financial                                                 Accounting
                                                                     Information                                         Adjustments




     
                Revenue



     Sirius XM:



     Subscriber revenue                              $
       1,424                                                                      
              $      
              $                 $
       1,424



     Advertising revenue                          51                                                                                                                            51



     Equipment revenue                            45                                                                                                                            45



     Other revenue                                44                                                                                                 2                  (c)      46




     Total Sirius XM revenue                   1,564                                                                                                 2                        1,566



     Pandora:



     Subscriber revenue                          132                                                                                                                           132



     Advertising revenue                         315                                                                                                                           315




     Total Pandora revenue                       447                                                                                                                           447




     Total consolidated revenue                2,011                                                                                                 2                        2,013



     
                Cost of services



     Sirius XM:



     Revenue share and royalties                 358                                                                                                                           358



     Programming and content                     113                                                                                                                           113



     Customer service and billing                 99                                                                                                                            99



     Transmission                                 29                                                                                                                            29



     Cost of equipment                             8                                                                                                                             8




     Total Sirius XM cost of services            607                                                                                                                           607



     Pandora:



     Revenue share and royalties                 234                                                                                                 4                  (d)     238



     Programming and content                       3                                                                                                                             3



     Customer service and billing                 20                                                                                                                            20



     Transmission                                 17                                                                                                                            17




     Total Pandora cost of services              274                                                                                                 4                          278




     Total consolidated cost of services         881                                                                                                 4                          885



     Subscriber acquisition costs                101                                                                                                                           101



     Sales and marketing                         233                                                                                                                           233



     Engineering, design and development          78                                                                                                                            78



     General and administrative                  124                                                                                                                           124



     Depreciation and amortization               118                                                                                                                           118



     Acquisition and restructuring costs




     Total operating expenses                  1,535                                                                                                 4                        1,539




     Income from operations                      476                                                                                               (2)                         474



     Other (expense) income:



     Interest expense                          (104)                                                                                                                        (104)



     Loss on extinguishment of debt             (56)                                                                                                                         (56)



     Other income (expense)




     Total other (expense) income              (160)                                                                                                                        (160)




     Income before income taxes                  316                                                                                               (2)                         314



     Income tax expense                         (70)                                                                                                1                  (e)    (69)




     Net income                                        $
       246                                                                      
              $                   $
      (1)           $
       245



               (c)               This adjustment eliminates the
                                  impact of additional revenue
                                  associated with certain programming
                                  agreements recorded as part of the
                                  XM Merger.


               (d)               This adjustment includes the impact
                                  of additional expense associated
                                  with minimum guarantee royalty
                                  contracts recorded as part of the
                                  Pandora Acquisition.


               (e)               This adjustment to income taxes was
                                  calculated by applying Sirius XM's
                                  statutory tax rate at September 30,
                                  2019 to the pro forma adjustments
                                  of $(2).


                                                                 
     
                Unaudited for the Nine Months Ended September 30, 2020




     
                (in millions)          As Reported                            Predecessor                                       Purchase Price  Ref    Pro Forma
                                                                      Financial                                                 Accounting
                                                                     Information                                         Adjustments




     Revenue



     Sirius XM:



     Subscriber revenue                              $
       4,372                                                                      
              $      
              $             $
       4,372



     Advertising revenue                         108                                                                                                                       108



     Equipment revenue                           113                                                                                                                       113



     Other revenue                               115                                                                                                 6              (f)     121




     Total Sirius XM revenue                   4,708                                                                                                 6                    4,714



     Pandora:



     Subscriber revenue                          385                                                                                                                       385



     Advertising revenue                         758                                                                                                                       758




     Total Pandora revenue                     1,143                                                                                                                     1,143




     Total consolidated revenue                5,851                                                                                                 6                    5,857



     
                Cost of services



     Sirius XM:



     Revenue share and royalties               1,100                                                                                                                     1,100



     Programming and content                     330                                                                                                                       330



     Customer service and billing                291                                                                                                                       291



     Transmission                                 90                                                                                                                        90



     Cost of equipment                            13                                                                                                                        13




     Total Sirius XM cost of services          1,824                                                                                                                     1,824



     Pandora:



     Revenue share and royalties                 659                                                                                                 6              (g)     665



     Programming and content                      21                                                                                                                        21



     Customer service and billing                 68                                                                                                                        68



     Transmission                                 39                                                                                                                        39




     Total Pandora cost of services              787                                                                                                 6                      793




     Total consolidated cost of services       2,611                                                                                                 6                    2,617



     Subscriber acquisition costs                257                                                                                                                       257



     Sales and marketing                         664                                                                                                                       664



     Engineering, design and development         196                                                                                                                       196



     General and administrative                  357                                                                                                                       357



     Depreciation and amortization               381                                                                                                                       381



     Acquisition and restructuring costs          24                                                                                                                        24




     Total operating expenses                  4,490                                                                                                 6                    4,496




     Income from operations                    1,361                                                                                                                     1,361



     Other (expense) income:



     Interest expense                          (297)                                                                                                                    (297)



     Loss on extinguishment of debt             (40)                                                                                                                     (40)



     Other income (expense)                       10                                                                                                                        10




     Total other (expense) income              (327)                                                                                                                    (327)




     Income before income taxes                1,034                                                                                                                     1,034



     Income tax expense                        (226)                                                                                                                    (226)




     Net income                                        $
       808                                                                      
              $      
              $               $
       808



               (f)               This adjustment eliminates the
                                  impact of additional revenue
                                  associated with certain
                                  programming agreements recorded
                                  as part of the XM Merger.


               (g)               This adjustment includes the
                                  impact of additional expense
                                  associated with minimum
                                  guarantee royalty contracts
                                  recorded as part of the Pandora
                                  Acquisition.


                                                              
      
              Unaudited for the Nine Months Ended September 30, 2019




     
                (in millions)          As Reported                            Predecessor                                       Purchase Price          Ref     Pro Forma
                                                                      Financial                                                 Accounting
                                                                   Information (h)                                       Adjustments




     
                Revenue



     Sirius XM:



     Subscriber revenue                              $
       4,196                                                                      
              $               
              $                      $
        4,196



     Advertising revenue                         149                                                                                                                                        149



     Equipment revenue                           127                                                                                                                                        127



     Other revenue                               121                                                                                                         6                 
        (i)      127




     Total Sirius XM revenue                   4,593                                                                                                         6                             4,599



     Pandora:



     Subscriber revenue                          355                                                  46                                                                                     401



     Advertising revenue                         784                                                  68                                                                                     852




     Total Pandora revenue                     1,139                                                 114                                                                                   1,253




     Total consolidated revenue                5,732                                                 114                                                      6                             5,852



     
                Cost of services



     Sirius XM:



     Revenue share and royalties               1,065                                                                                                                                      1,065



     Programming and content                     328                                                                                                                                        328



     Customer service and billing                296                                                                                                                                        296



     Transmission                                 79                                                                                                                                         79



     Cost of equipment                            20                                                                                                                                         20




     Total Sirius XM cost of services          1,788                                                                                                                                      1,788



     Pandora:



     Revenue share and royalties                 619                                                  71                                                     11                 
        (j)      701



     Programming and content                      10                                                                                                                                         10



     Customer service and billing                 56                                                   8                                                                                      64



     Transmission                                 38                                                   5                                                                                      43




     Total Pandora cost of services              723                                                  84                                                     11                               818




     Total consolidated cost of services       2,511                                                  84                                                     11                             2,606



     Subscriber acquisition costs                313                                                                                                                                        313



     Sales and marketing                         648                                                  36                                                                                     684



     Engineering, design and development         206                                                  14                                                                                     220



     General and administrative                  379                                                  16                                                                                     395



     Depreciation and amortization               344                                                   6                                                      9                 
        (k)      359



     Acquisition and restructuring costs          83                                                   1                                                   (84)                
        (l)




     Total operating expenses                  4,484                                                 157                                                   (64)                            4,577




     Income from operations                    1,248                                                (43)                                                    70                             1,275



     Other (expense) income:



     Interest expense                          (291)                                                (2)                                                                                  (293)



     Loss on extinguishment of debt             (57)                                                                                                                                      (57)



     Other income (expense)                      (2)                                                  1                                                                                     (1)




     Total other (expense) income              (350)                                                (1)                                                                                  (351)




     Income before income taxes                  898                                                (44)                                                    70                               924



     Income tax expense                        (227)                                                                                                      (7)                
        (m)    (234)




     Net income                                        $
       671                                                                                   $
     (44)                      $
        63              $
        690




              (h)               Represents Pandora's results for the
                                  period January 1, 2019 through
                                  January 31, 2019.



              (i)               This adjustment eliminates the
                                  impact of additional revenue
                                  associated with certain programming
                                  agreements recorded as part of the
                                  XM Merger.



              (j)               This adjustment includes the impact
                                  of additional expense associated
                                  with minimum guarantee royalty
                                  contracts recorded as part of the
                                  Pandora Acquisition.



              (k)               This adjustment includes the impact
                                  of the additional amortization
                                  associated with the acquired
                                  intangible assets recorded as part
                                  of the Pandora Acquisition that are
                                  subject to amortization, partially
                                  offset by normal depreciation
                                  associated with assets revalued in
                                  purchase accounting.



              (l)               This adjustment eliminates the
                                  impact of acquisition and other
                                  related costs.



              (m)               This adjustment to income taxes was
                                  calculated by applying Sirius XM's
                                  statutory tax rate at September 30,
                                  2019 to the pro forma adjustments
                                  of $70 and Pandora's loss before
                                  income tax of $44.


                                                                                                                                                                                                
            
     2020 vs 2019 Change




              
                (in millions)                                 For the Three Months                                          For the Nine Months                   Three Months                                     Nine Months
                                                              Ended September 30,                                           Ended September 30,




              Sirius XM:                                 2020                                         2019                   2020                                       2019       Amount                             %                   Amount            %




              
                Revenue                (Pro Forma)                                 (Pro Forma)           (Pro Forma)                               (Pro Forma)



              Subscriber revenue                                $
              1,462                                                  $
              1,424                                      $
         4,372                                           $
       4,196              $
      38             3              $
      176   4
                                                                                                                                                                                                                                                                                           %
                                                                                                                                                                                                                                                                                                                    %



              Advertising revenue                          39                                                    51                                                     108                         149                                     (12)               (24)              (41)          (28)

                                                                                                                                                                                                                                                               %                               %



              Equipment revenue                            47                                                    45                                                     113                         127                                        2                   4               (14)          (11)
                                                                                                                                                                                                                                                               %
                                                                                                                                                                                                                                                                                               %



              Other revenue                                41                                                    46                                                     121                         127                                      (5)               (11)               (6)           (5)

                                                                                                                                                                                                                                                               %                               %




              Total Sirius XM revenue                   1,589                                                 1,566                                                   4,714                       4,599                                       23                   1                115              3
                                                                                                                                                                                                                                                               %
                                                                                                                                                                                                                                                                                               %



              
                Cost of services



              Revenue share and royalties                 369                                                   358                                                   1,100                       1,065                                       11                   3                 35              3
                                                                                                                                                                                                                                                               %
                                                                                                                                                                                                                                                                                               %



              Programming and content (a)                 106                                                   105                                                     307                         306                                        1                   1
                                                                                                                                                                                                                                                               %                 1                        %



              Customer service and billing (a)             98                                                    98                                                     288                         293                                                                %          (5)           (2)

                                                                                                                                                                                                                                                                                               %



              Transmission (a)                             32                                                    27                                                      86                          75                                        5                  19                 11             15
                                                                                                                                                                                                                                                               %
                                                                                                                                                                                                                                                                                               %



              Cost of equipment                             5                                                     8                                                      13                          20                                      (3)               (38)               (7)          (35)

                                                                                                                                                                                                                                                               %                               %




              Total Sirius XM cost of services            610                                                   596                                                   1,794                       1,759                                       14                   2                 35              2
                                                                                                                                                                                                                                                               %
                                                                                                                                                                                                                                                                                               %




              Gross Profit                                        $
              979                                                    $
              970                                      $
         2,920                                           $
       2,840               $
      9             1               $
      80   3
                                                                                                                                                                                                                                                                                           %
                                                                                                                                                                                                                                                                                                                    %



    Gross Margin %                              62
            %                                               62
      %                                           62
            %                    62
       %                                                  %                %                  %              %



               (a)               For the three months ended September
                                  30, 2020, we have excluded share-
                                  based compensation expense of $8
                                  related to programming and content,
                                  $1 related to customer service and
                                  billing and $1 related to
                                  transmission.  For the three months
                                  ended September 30, 2019, we have
                                  excluded share-based compensation
                                  expense of $8 related to
                                  programming and content, $1 related
                                  to customer service and billing and
                                  $2 related to transmission.  For
                                  the nine months ended September 30,
                                  2020, we have excluded share-based
                                  compensation expense of $23 related
                                  to programming and content, $3
                                  related to customer service and
                                  billing and $4 related to
                                  transmission. For the nine months
                                  ended September 30, 2019, we have
                                  excluded share-based compensation
                                  expense of $22 related to
                                  programming and content, $3 related
                                  to customer service and billing and
                                  $4 related to transmission.


                                                                                                                                                                                 
            
     2020 vs 2019 Change




              
                (in millions)                             For the Three Months                                     For the Nine Months                      Three Months                               Nine Months
                                                           Ended September 30,                                      Ended September 30,




              Pandora:                                2020                                        2019               2020                                   2019 Amount                                %       Amount             %




              
                Revenue             (Pro Forma)                                (Pro Forma)       (Pro Forma)                           (Pro Forma)



              Subscriber revenue                             $
              132                                               $
              132                              $
              385                                $
         401          
     $                                   %           $
      (16)   (4)

                                                                                                                                                                                                                                                                                                       %



              Advertising revenue                      306                                              315                                                 758                      852                          (9)                 (3)                     $
     (94)                  (11)

                                                                                                                                                                                                                                     %                                                 %




              Total Pandora revenue                    438                                              447                                               1,143                    1,253                          (9)                 (2)             (110)                    (9)

                                                                                                                                                                                                                                     %                                        %



              
                Cost of services



              Revenue share and royalties (b)          235                                              238                                                 681                      701                          (3)                 (1)              (20)                    (3)

                                                                                                                                                                                                                                     %                                        %



              Programming and content (c)                8                                                3                                                  19                       10                            5                  167                  9                      90

                                                                                                                                                                                                                                     %                                        %



              Customer service and billing (c)          20                                               20                                                  67                       64                                                     %            3                       5

                                                                                                                                                                                                                                                                              %



              Transmission (c)                          13                                               17                                                  39                       41                          (4)                (24)               (2)                    (5)

                                                                                                                                                                                                                                     %                                        %




              Total Pandora cost of services           276                                              278                                                 806                      816                          (2)                 (1)              (10)                    (1)

                                                                                                                                                                                                                                     %                                        %




              Gross Profit                                   $
              162                                               $
              169                              $
              337                                $
         437              $
     (7)                   (4)                 $
      (100)  (23)

                                                                                                                                                                                                                                                                       %                               %



    Gross Margin %                                     37                                               38                                                  29                       35                          (1)                 (3)               (6)                   (17)
                                                          %                                               %                                                  %                       %                           %                                     %
                                                                                                                                                                                                                                     %                                        %



               (b)               For the nine months ended September
                                  30, 2020, revenue share and
                                  royalties excludes a reversal of a
                                  pre-acquisition reserve of $16 for
                                  royalties.


               (c)               For the three months ended September
                                  30, 2020, we have excluded share-
                                  based compensation expense of $1
                                  related to Programming and content.
                                   For the nine months ended
                                   September 30, 2020, we have
                                  excluded share-based compensation
                                  expense of $2 related to
                                  programming and content and $1
                                  related to customer service and
                                  billing. For the nine months ended
                                  September 30, 2019, we have
                                  excluded share-based compensation
                                  expense of $2 related to
                                  transmission.

Key Financial and Operating Performance Metrics

Subscribers and subscription related revenues and expenses associated with our connected vehicle services and Sirius XM Canada are not included in Sirius XM's subscriber count or subscriber-based operating metrics.

Set forth below are our subscriber balances as of September 30, 2020 compared to September 30, 2019:


                                                     As of September 30,         2020 vs 2019 Change




     
                (subscribers in thousands)   2020      2019            Amount                           %




     
                Sirius XM



     Self-pay subscribers                    30,480               29,637                                843     3

                                                                                                              %



     Paid promotional subscribers             3,955                4,917                              (962) (20)

                                                                                                              %




     Ending subscribers                      34,435               34,554                              (119)       %



     Traffic users                            9,430                9,378                                 52     1

                                                                                                              %



     Sirius XM Canada subscribers             2,612                2,706                               (94)  (3)

                                                                                                              %





     
                Pandora



     Monthly active users - all services     58,583               63,100                            (4,517)  (7)

                                                                                                              %



     Self-pay subscribers                     6,361                6,257                                104     2

                                                                                                              %



     Paid promotional subscribers                43                   45                                (2)  (4)

                                                                                                              %




     Ending subscribers                       6,404                6,302                                102     2

                                                                                                              %

The following table contains our Non-GAAP pro forma financial and operating performance measures which are based on our adjusted results of operations for the three and nine months ended September 30, 2020 and 2019:


                                                                                                                                                                                  
            
     2020 vs 2019 Change



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




     (subscribers in thousands)                              2020                              2019        2020                                         2019 (1) Amount                                %        Amount                    %




     Sirius XM



     Self-pay subscribers                                     169                                      302                                                  502                       723                         (133)                         (44)
                                                                                                                                                                                                                                                                                                 %
                                                                                                                                                                                                                                                %                          (221)              (31)



     Paid promotional subscribers                              17                                     (92)                                               (975)                    (207)                          109                         (118)
                                                                                                                                                                                                                                                                                                 %
                                                                                                                                                                                                                                                %                          (768)               371




     Net additions                                            186                                      210                                                (473)                      516                          (24)                         (11)                          (989)             (192)

                                                                                                                                                                                                                                                %                                                %



     Weighted average number of subscribers                34,330                                   34,397                                               34,480                    34,181                          (67)                                 %                       299                  1
                                                                                                                                                                                                                                                                                                 %



     Average self-pay monthly churn                           1.7                                      1.7                                                  1.7                       1.7
                                                                 %                                       %                                                   %                        %                                          %                     %                             %                  %



     ARPU (2)                                                       $
              14.15                           $
              13.90                                       $
             14.02                                $
              13.75                   $
          0.25                   2                    $
              0.27         2
                                                                                                                                                                                                                                                                                       %                                            %



     SAC, per installation                                          $
              20.98                           $
              21.01                                       $
             20.49                                $
              22.62                 $
          (0.03)                            %        $
             (2.13)       (9)
                                                                                                                                                                                                                                                                                                                                    %





     Pandora



     Self-pay subscribers                                     105                                       33                                                  196                       343                            72                           218
                                                                                                                                                                                                                                                                                                 %
                                                                                                                                                                                                                                                %                          (147)              (43)



     Paid promotional subscribers                             (3)                                   (688)                                                 (6)                    (711)                          685                         (100)
                                                                                                                                                                                                                                                                                                 %
                                                                                                                                                                                                                                                %                            705               (99)




     Net additions                                            102                                    (655)                                                 190                     (368)                          757                         (116)                            558              (152)

                                                                                                                                                                                                                                                %                                                %



     Weighted average number of subscribers                 6,376                                    6,753                                                6,281                     6,778                         (377)                          (6)
                                                                                                                                                                                                                                                                                                 %
                                                                                                                                                                                                                                                %                          (497)               (7)



     ARPU                                                            $
              6.83                            $
              6.46                                        $
             6.79                                 $
              6.56                   $
          0.37                   6                    $
              0.23         4
                                                                                                                                                                                                                                                                                       %                                            %



     Ad supported listener hours (in billions)               3.12                                     3.32                                                 9.53                     10.23                        (0.20)                          (6)
                                                                                                                                                                                                                                                                                                 %
                                                                                                                                                                                                                                                %                         (0.70)               (7)



     Advertising revenue per thousand listener hours (RPM)          $
              84.46                           $
              85.33                                       $
             68.83                                $
              75.96                 $
          (0.87)                (1)
                                                                                                                                                                                                                                                                                                                                    %
                                                                                                                                                                                                                                                                                       %                  $
             (7.13)       (9)



     Licensing costs per thousand listener hours (LPM)              $
              40.16                           $
              39.05                                       $
             38.11                                $
              37.83                   $
          1.11                   3                    $
              0.28         1
                                                                                                                                                                                                                                                                                       %                                            %



     Licensing costs per paid subscriber (LPU)                       $
              4.19                            $
              4.09                                        $
             4.12                                 $
              4.07                   $
          0.10                   2                    $
              0.05         1
                                                                                                                                                                                                                                                                                       %                                            %





     Total Company



     Adjusted EBITDA                                                  $
              661                             $
              657                                       $
             1,915                                $
              1,841                      $
          4                   1                      $
              74         4
                                                                                                                                                                                                                                                                                       %                                            %



     Free cash flow (3)                                               $
              361                             $
              465                                       $
             1,212                                $
              1,239                  $
          (104)               (22)
                                                                                                                                                                                                                                                                                                                                    %
                                                                                                                                                                                                                                                                                       %                    $
             (27)       (2)




              nm - not meaningful



              (1)              Includes Pandora's results for the nine
                                  month period, inclusive of pre-
                                  acquisition results for the period
                                  January 1, 2019 through January 31, 2019.



              (2)              ARPU for Sirius XM excludes subscriber
                                  revenue from our connected vehicle
                                  services of $44 and $41 for the three
                                  months and $130 and $116 for the nine
                                  months ended September 30, 2020 and 2019,
                                  respectively.



              (3)              Free cash flow has not been adjusted for
                                  Pandora's pre-acquisition results.

Glossary

Monthly active users - the number of distinct registered users on the Pandora services, including subscribers, which have consumed content within the trailing 30 days to the end of the final calendar month of the period. The number of monthly active users on the Pandora services may overstate the number of unique individuals who actively use our Pandora service, as one individual may use multiple accounts. To become a registered user on the Pandora services, a person must sign-up using an email address or phone number, or access our service using a device with a unique identifier, which we use to create an account for our service.

Average self-pay monthly churn - the Sirius XM monthly average of self-pay deactivations for the period divided by the average number of self-pay subscribers for the period.

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 expense (income) as well as certain other charges discussed below. Adjusted EBITDA is a Non-GAAP financial measure that excludes or adjusts for (if applicable): (i) certain adjustments as a result of the purchase price accounting for the XM Merger and the Pandora Acquisition, (ii) predecessor net income adjusted for certain expenses, including depreciation and amortization, other income (loss), and share-based payment expense for January 2019, (iii) share-based payment expense and (iv) 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 past operating performance with our current performance 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. As a result 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 the legal settlements and reserves, acquisition related costs, and loss on extinguishment of debt, to the extent they occur during the period, is useful as they are significant expenses not 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 unaudited consolidated statements of comprehensive income of certain expenses, including share-based payment expense and certain purchase price accounting for the XM Merger and the Pandora Acquisition. 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 September 30,               For the Nine Months Ended September 30,




     
                (in millions)                    2020                      2019                   2020           2019




     Net income:                                        $
         272                                       $
     246                                      $
          808    $
       671



     Add back items excluded from Adjusted EBITDA:



     Legal settlements and reserves                                                                             (16)                                        25



     Acquisition and restructuring costs (1)                                                                      24                                         83



     Share-based payment expense (3)                 58                                      65                    165                                        171



     Depreciation and amortization                  125                                     118                    381                                        344



     Interest expense                                96                                     104                    297                                        291



     Loss on extinguishment of debt                  40                                      56                     40                                         57



     Other expense (income)                         (2)                                                         (10)                                         2



     Income tax expense                              72                                      70                    226                                        227



     Purchase price accounting adjustments:



     Revenues                                         2                                       2                      6                                          6



     Operating expenses                             (2)                                    (4)                   (6)                                      (11)



     Pro forma adjustments (2)                                                                                                                            (25)




     Adjusted EBITDA                                    $
         661                                       $
     657                                    $
          1,915  $
       1,841




              (1)              Acquisition and restructuring costs
                                  include $21 of share-based
                                  compensation expense for the nine
                                  months ended September 30, 2019.



              (2)              Pro forma adjustment for nine months
                                  ended September 30, 2019 includes
                                  Pandora's Net income for the nine
                                  months ended September 30, 2019 of
                                  $(44) plus Depreciation and
                                  amortization of $6, Share-based
                                  payment expense of $11, Acquisition
                                  and other related costs of $1, and
                                  Interest expense of $2, offset by
                                  Other expense (income) of $1.



              (3)              Allocation of share-based payment
                                  expense:

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




     
                (in millions)          2020                        2019                  2020           2019




     Programming and content                   $
           9                                        $
      8                                    $
        24   $
      22



     Customer service and billing           1                                          1                    4                                     3



     Transmission                           1                                          2                    4                                     5



     Sales and marketing                   17                                         23                   50                                    57



     Engineering, design and development   11                                         15                   31                                    37



     General and administrative            19                                         16                   52                                    47




     Total share-based payment expense        $
           58                                       $
      65                                   $
        165  $
      171

Free cash flow - is derived from cash flow provided by operating activities, net of additions to property and equipment and purchases of other investments. 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. 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 exclude from free cash flow certain items that do not relate to the on-going performance of our business, such as cash flows related to acquisitions, strategic and short-term investments, and net loan activity with related parties and other equity investees. 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. 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 September 30,                    For the Nine Months Ended September 30,




     
                (in millions)                          2020                            2019                 2020                  2019




     
                Cash Flow information



     Net cash provided by operating activities                    $
            443                                       $
        544                                       $
         1,450     $
          1,485



     Net cash (used in) provided by investing activities         $
            (79)                                     $
        (83)                                      $
         (344)      $
          126



     Net cash used in financing activities                    $
            (2,101)                                    $
        (597)                                    $
         (1,182)   $
         (1,586)



     
                Free Cash Flow



     Net cash provided by operating activities                    $
            443                                       $
        544                                       $
         1,450     $
          1,485



     Additions to property and equipment                 (81)                                         (79)                      (230)                                      (239)



     Purchases of other investments                       (1)                                                                     (8)                                        (7)




     Free cash flow                                               $
            361                                       $
        465                                       $
         1,212     $
          1,239

ARPU - Sirius XM ARPU is derived from total earned subscriber revenue (excluding revenue associated with our connected vehicle services) and advertising revenue, divided by the number of months in the period, divided by the daily weighted average number of subscribers for the period. Pandora ARPU is defined as average monthly subscriber revenue per paid subscriber on our Pandora subscription services.

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 connected vehicle services), 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 September 30,                     For the Nine Months Ended September 30,




     
                (costs in millions and installs in thousands)                               2020                         2019                    2020                 2019




     Subscriber acquisition costs, excluding connected vehicle services                              $
           110                                         $
        101                                       $
           257    $
       313



     Less: margin from sales of radios and accessories, excluding connected vehicle services  (43)                                     (38)                         (101)                                      (106)



                                                                                                       $
           67                                          $
        63                                       $
           156    $
       207




     Installations                                                                           3,212                                     2,998                          7,615                                       9,153




     SAC, per installation (a)                                                                     $
           20.98                                       $
        21.01                                     $
           20.49  $
       22.62



               (a)               Amounts may not recalculate
                                  due to rounding.

Ad supported listener hours - is based on the total bytes served over our Pandora advertising supported platforms for each track that is requested and served from our Pandora servers, as measured by our internal analytics systems, whether or not a listener listens to the entire track. For non-music content such as podcasts, episodes are divided into approximately track-length parts, which are treated as tracks. To the extent that third-party measurements of advertising hours are not calculated using a similar server-based approach, the third-party measurements may differ from our measurements.

RPM - is calculated by dividing advertising revenue, excluding AdsWizz and other off-platform revenue, by the number of thousands of listener hours on our Pandora advertising-based service.

LPM - is calculated by dividing advertising licensing costs by the number of thousands of listener hours on our Pandora advertising-based service.

LPU - is calculated by dividing subscriber licensing costs by the number of paid subscribers on our Pandora subscription services.

About SiriusXM

Sirius XM Holdings Inc. (NASDAQ: SIRI) is the leading audio entertainment company in the U.S., and the premier programmer and platform for subscription and digital advertising-supported audio products. Pandora, a subsidiary of SiriusXM, is the largest ad-supported audio entertainment streaming service in the U.S. SiriusXM and Pandora together reach more than 100 million people each month with their audio products. SiriusXM, through SiriusXM Canada Holdings, Inc., also offers satellite radio and audio entertainment in Canada. In addition to its audio entertainment businesses, SiriusXM offers connected vehicle services to automakers and directly to consumers through aftermarket devices. For more about SiriusXM, please go to: www.siriusxm.com.

FORWARD-LOOKING STATEMENTS

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.

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: the current coronavirus (COVID-19) pandemic is adversely impacting our business; our substantial competition that is likely to increase over time; our efforts to attract and retain subscribers and listeners, or convert listeners into subscribers, which may not be successful, and may adversely affect our business; our Pandora ad-supported business has suffered a loss of monthly active users, which may adversely affect our Pandora business; privacy and data security laws and regulations may hinder our ability to market our services, sell advertising and impose legal liabilities; we engage in extensive marketing efforts and the continued effectiveness of those efforts are an important part of our business; consumer protection laws and our failure to comply with them could damage our business; a substantial number of our SiriusXM subscribers periodically cancel their subscriptions and we cannot predict how successful we will be at retaining customers; our ability to profitably attract and retain subscribers to our SiriusXM service as our marketing efforts reach more price-sensitive consumers is uncertain; our failure to convince advertisers of the benefits of our Pandora ad-supported service could harm our business; if we are unable to maintain revenue growth from our advertising products, particularly in mobile advertising, our results of operations will be adversely affected; if we fail to accurately predict and play music, comedy or other content that our Pandora listeners enjoy, we may fail to retain existing and attract new listeners; if we fail to protect the security of personal information about our customers, we could be subject to costly government enforcement actions and private litigation and our reputation could suffer; interruption or failure of our information technology and communications systems could impair the delivery of our service and harm our business; we rely on third parties for the operation of our business, and the failure of third parties to perform could adversely affect our business; our business depends in part upon the auto industry; our Pandora business depends in part upon consumer electronics manufacturers; the market for music rights is changing and is subject to significant uncertainties; our ability to offer interactive features in our Pandora services depends upon maintaining licenses with copyright owners; the rates we must pay for "mechanical rights" to use musical works on our Pandora service have increased substantially and these new rates may adversely affect our business; failure of our satellites would significantly damage our business; our SiriusXM service may experience harmful interference from wireless operations; failure to comply with FCC requirements could damage our business; economic conditions, including advertising budgets and discretionary spending, may adversely affect our business and operating results; if we are unable to attract and retain qualified personnel, our business could be harmed; we may not realize the benefits of acquisitions or other strategic investments and initiatives, including the acquisition of Pandora; our use of pre-1972 sound recordings on our Pandora service could result in additional costs; we may from time to time modify our business plan, and these changes could adversely affect us and our financial condition; we have a significant amount of indebtedness, and our debt contains certain covenants that restrict our operations; our facilities could be damaged by natural catastrophes or terrorist activities; the unfavorable outcome of pending or future litigation could have an adverse impact on our operations and financial condition; failure to protect our intellectual property or actions by third parties to enforce their intellectual property rights could substantially harm our business and operating results; some of our services and technologies may use "open source" software, which may restrict how we use or distribute our services or require that we release the source code subject to those licenses; rapid technological and industry changes and new entrants could adversely impact our services; existing or future laws and regulations could harm our business; we may be exposed to liabilities that other entertainment service providers would not customarily be subject to; our business and prospects depend on the strength of our brands; we are a "controlled company" within the meaning of the NASDAQ listing rules and, as a result, qualify for, and rely on, exemptions from certain corporate governance requirements; while we currently pay a quarterly cash dividend to holders of our common stock, we may change our dividend policy at any time; and our principal stockholder has significant influence, including over actions requiring stockholder approval, and its interests may differ from the interests of other holders of our common stock. Additional factors that could cause our results to differ materially from those described in the forward-looking statements can be found in our Annual Report on Form 10-K for the year ended December 31, 2019 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, which are 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.