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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): January 30, 2025 (January 30, 2025)
 
SIRIUS XM HOLDINGS INC.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware001-3429593-4680139
(State or other Jurisdiction
of Incorporation)		(Commission File Number)(I.R.S. Employer
Identification No.)
 
1221 Avenue of the Americas, 35th Floor, New York, NY
(Address of Principal Executive Offices)
10020
(Zip Code)
 
Registrant’s telephone number, including area code: (212) 584-5100
Former name or former address, if changed since last report:
Liberty Sirius XM Holdings Inc.
12300 Liberty Boulevard
Englewood, Colorado 80112
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of exchange on which registered
Common stock, $0.001 par valueSIRI
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐


Item 2.02Results of Operations and Financial Condition
 
On January 30, 2025, we reported our financial and operating results for the three months and year ended December 31, 2024. These results are discussed in the press release attached hereto as Exhibit 99.1, which is incorporated by reference in its entirety.
 
Item 7.01Regulation FD Disclosure
 
A reconciliation of the audited consolidated financial statements of Sirius XM Holdings Inc. and our subsidiary, Sirius XM Radio LLC, showing the variances between the consolidated balance sheets and consolidated statements of operations for the two entities for the period ended December 31, 2024, will be posted to our website at investor.siriusxm.com. Sirius XM Radio LLC is furnishing this information in order to comply with the reporting obligations in the indentures governing its outstanding notes.
 
* * *
 
The information in this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished pursuant to Item 2.02 and Item 7.01 of Form 8-K, as applicable, and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by us under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
 
Item 9.01Financial Statements and Exhibits
 
(d) Exhibits.
99.1
104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 SIRIUS XM HOLDINGS INC.
   
 By:/s/ Patrick L. Donnelly
  Patrick L. Donnelly
Executive Vice President, General Counsel and Secretary
 
Dated: January 30, 2025



Exhibit 99.1

imagea.jpg

SiriusXM Reports Fourth Quarter and Full-Year 2024 Operating and Financial Results
 
•2024 Full-Year Revenue of $8.70 Billion
•Full-Year Net Loss of $2.08 Billion, Reflecting Third-Quarter Non-Cash Charge
•Full-Year Adjusted EBITDA of $2.73 Billion
•Full-Year Free Cash Flow of $1.02 Billion
•SiriusXM Reaffirms 2025 Revenue, Adjusted EBITDA and Free Cash Flow Guidance

NEW YORK – January 30, 2025 – SiriusXM today announced its fourth quarter and full-year 2024 operating and financial results, including revenue of $2.19 billion and $8.70 billion, respectively, representing declines of 4% and 3%, respectively, compared to the same periods in 2023. The company reported net income of $287 million for the fourth quarter and a net loss of $2.08 billion for the full year 2024, compared to net income of $228 million and $988 million in the prior year, respectively. Earnings per diluted common share were $0.83 and $(6.14) for the fourth quarter and full-year 2024, respectively, compared to $0.67 and $2.77, respectively, in the same periods in 2023.

In the fourth quarter of 2024, adjusted EBITDA totaled $688 million, a 4% decline from $715 million in the same 2023 period. For the full year 2024, adjusted EBITDA was $2.73 billion, reflecting a 2% decline compared to $2.79 billion in the prior year. The decrease was driven by declines in subscriber revenue, partially offset by lower costs of services, personnel-related costs, sales and marketing, product and technology and general and administrative expenses. The company maintained a stable adjusted EBITDA margin of 31%.

"At the end of 2024, we took significant steps to refocus on SiriusXM’s core strengths and enhance operational efficiency," said Jennifer Witz, Chief Executive Officer. "By prioritizing our core in-car subscription business, leveraging our streaming capabilities, and growing our leadership in ad-supported audio, we are well-positioned to deliver long-term value. Looking ahead, we are energized by the opportunities to build on this strategy and continue offering unparalleled audio experiences through our platforms."
“I’m proud of the progress we made in 2024 to sharpen our strategy and strengthen our financial foundation," said Tom Barry, Chief Financial Officer. "We met our 2024 guidance targets, including adjusted EBITDA of approximately $2.73 billion with a solid margin of 31%, making strategic investments supported by disciplined cost management. In 2025, we are focused on generating $1.15 billion in free cash flow and achieving an additional $200 million in run-rate savings exiting the year, enabling us to continue investing in the business and returning capital to stockholders while reducing leverage. Our focus will remain on operational efficiency and ROI-driven decisions to ensure value creation going forward.”

SEGMENT HIGHLIGHTS
Sirius XM Holdings operates two complementary audio entertainment businesses — one of which is referred to as “SiriusXM” and the second of which is referred to as “Pandora and Off-platform.” Further information regarding these two segments will be contained in the company’s Annual Report on Form 10-K for the year ended December 31, 2024. The financial highlights below exclude the impact of share-based payment expense.


 
SiriusXM Fourth Quarter and Full-Year 2024 Segment Highlights
SiriusXM Total Subscribers of 33 Million
SiriusXM added approximately 149,000 self-pay subscribers in the fourth quarter of 2024, an increase of 18,000 compared to the fourth quarter of 2023. For the full-year 2024, self-pay subscribers decreased by 296,000, an improvement over the full-year decrease of 445,000 self-pay subscribers in 2023. SiriusXM ended 2024 with approximately 33 million total subscribers. Paid promotional subscribers declined by 79,000 during the fourth quarter and declined by 353,000 for the full-year 2024. The SiriusXM trial funnel reached approximately 7.3 million by the end of 2024, compared to 7.2 million in 2023 and 6.8 million in 2022. Self-pay monthly churn for the fourth quarter of 2024 finished strong, decreasing to 1.5%, down 10 basis points from the fourth quarter of 2023.

Full-Year Revenue of $6.6 Billion
In 2024, SiriusXM's total revenue was $6.6 billion, a 4% decrease from 2023. This decrease was primarily driven by a 4% reduction in subscriber revenue, attributed to a smaller average base of self-pay subscribers; a 6% decline in equipment revenue; and a 6% decline in other revenue. Additionally, for the full-year 2024, Average Revenue Per User (ARPU) decreased by $0.35 to $15.21, reflecting the impact of a growing number of self-pay streaming-only and promotional subscriptions, lower rates from automakers offering paid promotional plans, and a 1% decline in advertising revenue.

Full-Year Gross Profit of $3.9 Billion
Total cost of services at SiriusXM was $2.6 billion for 2024, a 2% decrease compared to the prior year. Gross profit at SiriusXM totaled $3.9 billion, a decrease of 6% compared to the $4.2 billion recorded in 2023, producing a gross margin of 60%, one percentage point lower than the prior year.

Business and Programming Highlights
In the fourth quarter of 2024, SiriusXM continued to deliver unique programming and value for its core subscribers. On programming, live sports remains a key differentiator for SiriusXM, highlighted by extensive coverage of the inaugural 12-team college football playoff and the 2024-2025 NBA season, reinforcing the company’s unmatched sports audio offering. For music fans, SiriusXM marked the anniversary of its exclusive Life with John Mayer channel by launching How’s Life, a new interview series hosted by the singer-songwriter. In podcasting, SiriusXM expanded its network with the renewal and expansion of its agreement with best-selling author and podcaster Mel Robbins, which includes future exclusive talk programming.

Additionally, in the fourth quarter, SiriusXM announced a new agreement with ESPN+, offering unique subscription bundles to new and existing customers of both services, providing sports fans even more to enjoy.
In-car, SiriusXM launched its service in select Tesla and Rivian models already on the road as part of each company’s holiday update, rapidly scaling its reach to millions of new customers through innovative streaming integrations. The company also successfully launched SXM-9, the latest addition to its satellite fleet. With SiriusXM’s new tech center of excellence now operational in Ireland, the company is poised to drive innovation and enhance customer experiences.

Pandora and Off-platform Fourth Quarter and Full-Year 2024 Segment Highlights

Pandora and Off-platform Self-Pay Subscribers of 5.8 Million
Self-pay subscribers of the Pandora Plus and Pandora Premium services decreased by 101,000 during the fourth quarter of 2024 to end the year at 5.8 million. The decrease was driven by a decline in trial starts and lower retention due to price increases on certain self-pay plans.

Full-Year Revenue of $2.15 Billion
Pandora and Off-platform revenue totaled $2.15 billion for the full-year 2024, a 2%, or $33 million, increase compared to $2.11 billion recorded in 2023. Advertising revenue within the segment reached $1.6 billion in 2024, a $17 million year-over-year increase, driven by growth in podcasting and programmatic sales as well as ad tech fees from our AdsWizz platform. Subscriber revenue rose by 3% to $540 million compared the prior year, supported by price increases in select Pandora plans.



Full-Year Gross Profit of $705 Million
Total cost of services in 2024 decreased by 2% to $1.44 billion, compared to $1.48 billion in 2023. This reduction contributed to a gross profit of $705 million for the Pandora and Off-platform segment, an 11% increase over the prior year. The segment's gross margin improved to 33%, an increase of 3 percentage points year-over-year.

ADDITIONAL FINANCIAL HIGHLIGHTS

Subscriber acquisition costs increased by 3% year-over-year to $369 million in 2024. Sales and marketing expenses decreased by 4% to $849 million, while product and technology costs fell by 9% to $252 million. General and administrative expenses saw a significant decline, dropping 16% to $429 million.

SiriusXM generated $1.015 billion in free cash flow in 2024, a decrease of approximately $167 million compared to the prior year. This decline was primarily driven by costs related to the Liberty Media transactions, timing differences in tax payments between the former SiriusXM and Liberty, higher capital expenditures, and increased cash taxes.

In the fourth quarter, SiriusXM distributed $92 million through dividends and reinitiated share buybacks late in the year, completing $18 million of repurchases in December and January. For the full year, SiriusXM returned a total of $400 million in dividends to stockholders, which included dividend payments to the former parent company in 2024. The company continues to prioritize a disciplined capital allocation, targeting a long-term leverage ratio in the low-to-mid 3’s range and ending 2024 with a net debt-to-adjusted EBITDA ratio of 3.7 times.

The full-year 2024 net loss of $2.08 billion reflects a non-cash impairment charge of approximately $3.36 billion recorded in the third quarter, resulting from an assessment of the fair value of the company’s goodwill based on a sustained lower share price, as SiriusXM’s share price converged with those of the Liberty Media tracking stocks heading into the closing of the transactions. This non-cash charge does not impact the company’s cash flow, ongoing operations, or liquidity.

2025 FULL-YEAR FINANCIAL GUIDANCE
The company reiterated its full-year 2025 guidance for revenue, adjusted EBITDA, and free cash flow as follows:
•Total revenue of approximately $8.5 billion,
•Adjusted EBITDA of approximately $2.6 billion, and
•Free cash flow of approximately $1.15 billion.






















FOURTH QUARTER AND FULL-YEAR 2024 RESULTS

SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended December 31,For the Twelve Months Ended December 31,
(in millions, except per share data)2024202320242023
Revenue:
(unaudited)
(unaudited)
Subscriber revenue$1,633 $1,720 $6,616 $6,866 
Advertising revenue477 479 1,773 1,758 
Equipment revenue42 51 182 193 
Other revenue36 37 128 136 
Total revenue2,188 2,287 8,699 8,953 
Operating expenses:
Cost of services:
Revenue share and royalties717 733 2,835 2,895 
Programming and content155 162 611 618 
Customer service and billing113 113 448 476 
Transmission53 53 225 206 
Cost of equipment3 4 10 14 
Subscriber acquisition costs97 89 369 359 
Sales and marketing219 251 894 931 
Product and technology
71 88 296 322 
General and administrative119 140 497 608 
Depreciation and amortization123 163 578 624 
Impairment, restructuring and other costs12 36 3,453 92 
Total operating expenses1,682 1,832 10,216 7,145 
(Loss) income from operations
506 455 (1,517)1,808 
Other income (expense), net
Interest expense(117)(130)(496)(534)
Gain on extinguishment of debt
12 (27)12 — 
Other income (expense), net(8)(47)136 (64)
Total other expense(113)(204)(348)(598)
(Loss) income before income taxes
393 251 (1,865)1,210 
Income tax expense(106)(23)(210)(222)
Net (loss) income
$287 $228 $(2,075)$988 
Net (loss) income per common share:
Basic$0.85 $0.68 $(6.14)$2.91 
Diluted$0.83 $0.67 $(6.14)$2.77 
Weighted average common shares outstanding:
Basic339 337 338 339 
Diluted359 357 338 362 
Dividends declared per common share$0.270 $0.266 $1.068 $0.992 



SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in millions, except per share data)December 31, 2024December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents$162 $306 
Receivables, net676 709 
Related party current assets21 36 
Prepaid expenses and other current assets290 310 
Total current assets1,149 1,361 
Property and equipment, net2,109 1,791 
FCC licenses
8,610 8,600 
Other intangible assets, net1,579 1,710 
Goodwill12,390 15,209 
Equity method investments1,043 715 
Other long-term assets641 670 
Total assets$27,521 $30,056 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses$1,284 $1,303 
Accrued interest172 174 
Current portion of deferred revenue1,050 1,195 
Current maturities of debt, including $— and $574 measured at fair value, respectively
61 1,079 
Other current liabilities48 192 
Related party current liabilities116 8 
Total current liabilities2,731 3,951 
Long-term deferred revenue82 88 
Long-term debt, including $594 and $688 measured at fair value, respectively
10,314 10,073 
Deferred tax liabilities2,220 2,414 
Other long-term liabilities1,100 428 
Total liabilities16,447 16,954 
Equity:
Common stock, par value $0.001 per share; 900 shares authorized; 339 and zero shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively
— — 
Former Parent's investment
— (5,284)
Accumulated other comprehensive (loss) income, net of tax
(46)7 
Treasury stock, at cost; 26 thousand and zero shares of common stock at December 31, 2024 and December 31, 2023, respectively
(1)— 
Retained earnings11,121 15,353 
Total stockholders' equity/Former Parent's investment
11,074 10,076 
Non-controlling interests
— 3,026 
Total equity11,074 13,102 
Total liabilities and equity$27,521 $30,056 





SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31,
(in millions)20242023
Cash flows from operating activities:
Net (loss) income
$(2,075)$988 
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization578 624 
Non-cash impairment and restructuring costs3,355 26 
Non-cash interest expense, net of amortization of premium24 14 
Unrealized gains on intergroup interests, net
— (68)
Realized and unrealized (gains) losses on financial instruments, net(115)126 
Gain on extinguishment of debt(12)— 
Share of losses of equity method investments, net
116 19 
Share-based payment expense200 203 
Deferred income tax (benefit) expense
(161)(40)
Amortization of right-of-use assets44 45 
Other charges, net
46 61 
Changes in operating assets and liabilities:
Receivables and other assets(128)(148)
Deferred revenue(150)(119)
Payables and other liabilities19 98 
Net cash provided by operating activities1,741 1,829 
Cash flows from investing activities:
Additions to property and equipment(728)(650)
Other investing activities, net(242)(46)
Net cash used in investing activities(970)(696)
Cash flows from financing activities:
Taxes paid from net share settlements for stock-based compensation(44)(64)
Revolving credit facility borrowings2,105 1,670 
Revolving credit facility repayments(2,105)(1,750)
Proceeds from long-term borrowings, net of costs1,100 1,011 
Repayments of long-term borrowings(1,809)(2,032)
Settlement of intergroup interests— 273 
Common stock repurchased and retired
(6)(274)
Dividends paid
(143)(65)
Other financing activities, net
(14)43 
Net cash used in financing activities(916)(1,188)
Net decrease in cash, cash equivalents and restricted cash(145)(55)
Cash, cash equivalents and restricted cash at beginning of period (1)
315 370 
Cash, cash equivalents and restricted cash at end of period (1)
$170 $315 
(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.
As of December 31,
(in millions)20242023
Cash and cash equivalents$162 $306 
Restricted cash included in Other long-term assets8 9
Total cash, cash equivalents and restricted cash at end of period$170 $315 


Unaudited Results
Set forth below are our results of operations for the three and twelve months ended December 31, 2024 compared with the three and twelve months ended December 31, 2023. Legal settlements and reserves and share-based payment expense have been excluded from cost of services line items and presented as their own line items in the table below, as this is consistent with how the segments are evaluated on a regular basis.


For the Three Months Ended December 31,For the Twelve Months Ended December 31,2024 vs 2023 Change
For the Three MonthsTwelve Months
(in millions)
2024202320242023Amount%Amount%
Revenue
Sirius XM:
Subscriber revenue$1,499 $1,585 $6,076 $6,342 $(86)(5)%$(266)(4)%
Advertising revenue43 43 167 169 — — %(2)(1)%
Equipment revenue42 51 182 193 (9)(18)%(11)(6)%
Other revenue36 37 128 136 (1)(3)%(8)(6)%
Total Sirius XM revenue1,620 1,716 6,553 6,840 (96)(6)%(287)(4)%
Pandora and Off-platform:
Subscriber revenue134 135 540 524 (1)(1)%16 3 %
Advertising revenue434 436 1,606 1,589 (2)— %17 1 %
Total Pandora and Off-platform revenue568 571 2,146 2,113 (3)(1)%33 2 %
Total revenue
2,188 2,287 8,699 8,953 (99)(4)%(254)(3)%
Cost of services
Sirius XM:
Revenue share and royalties388 402 1,565 1,603 (14)(3)%(38)(2)%
Programming and content130 133 517 518 (3)(2)%(1)— %
Customer service and billing92 92 364 388 — — %(24)(6)%
Transmission41 43 186 166 (2)(5)%20 12 %
Cost of equipment3 4 10 14 (1)(25)%(4)(29)%
Total Sirius XM cost of services654 674 2,642 2,689 (20)(3)%(47)(2)%
Pandora and Off-platform:
Revenue share and royalties329 331 1,270 1,292 (2)(1)%(22)(2)%
Programming and content16 19 58 66 (3)(16)%(8)(12)%
Customer service and billing20 20 79 83 — — %(4)(5)%
Transmission11 8 34 34 3 38 %— — %
Total Pandora and Off-platform cost of services376 378 1,441 1,475 (2)(1)%(34)(2)%
Total cost of services
1,030 1,052 4,083 4,164 (22)(2)%(81)(2)%
Subscriber acquisition costs97 89 369 359 8 9 %10 3 %
Sales and marketing208 239 849 886 (31)(13)%(37)(4)%
Product and technology
62 75 252 276 (13)(17)%(24)(9)%
General and administrative103 118 429 510 (15)(13)%(81)(16)%
Depreciation and amortization123 163 578 624 (40)(25)%(46)(7)%
Impairment, restructuring and other costs12 36 3,453 92 (24)(67)%3,361 3653%
Legal settlements and reserves3 7 3 31 (4)(57)%(28)(90)%
Share-based payment expense (1)
44 53 200 203 (9)(17)%(3)(1)%
Total operating expenses1,682 1,832 10,216 7,145 (150)(8)%3,071 43 %
Income (loss) from operations506 455 (1,517)1,808 51 11 %(3,325)(184)%
Other income (expense), net
Interest expense(117)(130)(496)(534)13 10 %38 7 %
Gain on extinguishment of debt
12 (27)12 — 39 144 %12 nm
Other income (expense), net(8)(47)136 (64)39 83 %200 nm
Total other expense(113)(204)(348)(598)91 45 %250 42 %
Income (loss) before income taxes393 251 (1,865)1,210 142 57 %(3,075)(254)%
Income tax expense(106)(23)(210)(222)(83)(361)%12 5 %
Net (loss) income
$287 $228 $(2,075)$988 $59 26 %$(3,063)nm
Adjusted EBITDA$688 $715 $2,732 $2,790 $(27)(4)%$(58)(2)%
Gross Profit - Sirius XM$966 $1,042 $3,911 $4,151 $(76)(7)%$(240)(6)%
Gross Margin % - Sirius XM 60 %61 %60 %61 %(1)%(2)%(1)%(2)%
Gross Profit - Pandora and Off-platform$192 $193 $705 $638 $(1)(1)%$67 11 %
Gross Margin % - Pandora and Off-platform34 %34 %33 %30 %— %— %3 %10 %


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(1)    Allocation of share-based payment expense:
 For the Three Months Ended December 31,For the Twelve Months Ended December 31,
(in millions)2024202320242023
Programming and content - Sirius XM$8 $9 $33 $31 
Customer service and billing - Sirius XM1 1 5 5 
Transmission - Sirius XM1 1 4 5 
Programming and content - Pandora and Off-platform1 1 3 3 
Transmission - Pandora and Off-platform— 1 1 1 
Sales and marketing11 12 45 45 
Product and technology
9 13 44 46 
General and administrative13 15 65 67 
Total share-based payment expense$44 $53 $200 $203 


Key Financial and Operating Metrics

A full glossary defining our key financial and operating metrics can be found in our Annual Report on Form 10-K for the year ended December 31, 2024.
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. Subscribers to the Cloud Cover music programming service are now included in Pandora's subscriber count.
Set forth below are our subscriber balances as of December 31, 2024 compared to December 31, 2023:
As of December 31,2024 vs 2023 Change
(subscribers in thousands)20242023Amount%
Sirius XM
Self-pay subscribers31,646 31,942 (296)(1)%
Paid promotional subscribers1,580 1,933 (353)(18)%
Ending subscribers33,226 33,875 (649)(2)%
Sirius XM Canada subscribers2,516 2,629 (113)(4)%
Pandora and Off-platform
Monthly active users - all services43,344 46,026 (2,682)(6)%
Self-pay subscribers (1)
5,774 6,053 (279)(5)%
(1)    Pandora Self-pay subscribers includes Cloud Cover subscribers of 57 and 45 as of December 31, 2024 and 2023, respectively.


The following table contains our Non-GAAP financial and operating performance measures which are based on our adjusted results of operations for the three and twelve months ended December 31, 2024 and 2023:
For the Three Months Ended December 31,For the Twelve Months
Ended December 31,		2024 vs 2023 Change
Three MonthsTwelve Months
(subscribers in thousands)2024202320242023Amount%Amount%
Sirius XM
Self-pay subscribers149 131 (296)(445)18 14 %149 33 %
Paid promotional subscribers(79)(225)(353)15 146 nm(368)nm
Net additions70 (94)(649)(430)164 174 %(219)(51)%
Weighted average number of subscribers33,118 33,843 33,292 33,993 (725)(2)%(701)(2)%
Average self-pay monthly churn1.5 %1.6 %1.6 %1.6 %(0.1)%(6)%— %— %
ARPU (1)
$15.11 $15.63 $15.21 $15.56 $(0.52)(3)%$(0.35)(2)%
SAC, per installation$17.19 $12.14 $14.55 $13.18 $5.05 42 %$1.37 10 %
Pandora and Off-platform
Self-pay subscribers (2)
(101)(107)(279)(199)6 6 %(80)(40)%
Net additions(101)(107)(279)(199)6 6 %(80)(40)%
Weighted average number of subscribers5,856 6,091 5,929 6,169 (235)(4)%(240)(4)%
Ad supported listener hours (in billions)2.39 2.53 9.94 10.48 (0.14)(6)%(0.54)(5)%
Advertising revenue per thousand listener hours (RPM)$108.37 $111.27 $100.59 $99.39 $(2.90)(3)%$1.20 1 %
Total Company
Adjusted EBITDA$688 $715 $2,732 $2,790 $(27)(4)%$(58)(2)%
Free cash flow$516 $402 $1,015 $1,182 $114 28 %$(167)(14)%

nm - not meaningful

(1)    ARPU for Sirius XM excludes subscriber revenue from our connected vehicle services of $41 and $40 for the three months ended December 31, 2024 and 2023, respectively, and $164 and $161 for the years ended December 31, 2024 and 2023, respectively.
(2) Pandora and Off-platform self-pay subscriber net additions includes Cloud Cover net additions of 3 and 2 for the three months ended December 31, 2024 and 2023, respectively, and 12 and 8 for the years ended December 31, 2024 and 2023, respectively.


Reconciliation from GAAP Net income to Non-GAAP Adjusted EBITDA:
For the Three Months Ended December 31,For the Twelve Months Ended December 31,
2024202320242023
Net (loss) income:
$287 $228 $(2,075)$988 
Add back items excluded from Adjusted EBITDA:
Legal settlements and reserves3 7 3 31 
Former Parent operating costs— 1 15 32 
Impairment, restructuring and other costs12 36 3,453 92 
Share-based payment expense
44 53 200 203 
Depreciation and amortization123 163 578 624 
Interest expense117 130 496 534 
Gain on extinguishment of debt
(12)27 (12)— 
Other (income) expense, net
8 47 (136)64 
Income tax expense106 23 210 222 
Adjusted EBITDA$688 $715 $2,732 $2,790 



Reconciliation of Free Cash Flow:
For the Three Months Ended December 31,For the Twelve Months Ended December 31,
2024202320242023
Cash Flow information
Net cash provided by operating activities$679 $528 $1,741 $1,829 
Net cash used in investing activities(178)(131)(970)(696)
Net cash used in financing activities(466)(417)(916)(1,188)
Free Cash Flow
Net cash provided by operating activities679 528 1,741 1,829 
Additions to property and equipment(165)(129)(728)(650)
Sales of other investments
2 3 2 3 
Free cash flow (1)
$516 $402 $1,015 $1,182 



Reconciliation of SAC, per installation:
For the Three Months Ended December 31,For the Twelve Months Ended December 31,
2024202320242023
Subscriber acquisition costs, excluding connected vehicle services$97 $89 $369 $359 
Less: margin from sales of radios and accessories, excluding connected vehicle services(39)(47)(172)(179)
$58 $42 $197 $180 
Installations (in thousands)3,357 3,426 13,545 13,640 
SAC, per installation (a)
$17.19 $12.14 $14.55 $13.18 
(a)    Amounts may not recalculate due to rounding.


 
About Sirius XM Holdings Inc
SiriusXM is the leading audio entertainment company in North America with a portfolio of audio businesses including its flagship subscription entertainment service SiriusXM; the ad-supported and premium music streaming services of Pandora; an expansive podcast network; and a suite of business and advertising solutions. Reaching a combined monthly audience of approximately 160 million listeners, SiriusXM offers a broad range of content for listeners everywhere they tune in with a diverse mix of live, on-demand, and curated programming across music, talk, news, and sports. For more about SiriusXM, please go to: www.siriusxm.com.

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 our outlook and our 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 or the negative version of such words or phrases. 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: Risks Relating to our Business and Operations: We face substantial competition and that competition has increased over time; our SiriusXM service has suffered a loss of subscribers and our Pandora ad-supported service has similarly experienced a loss of monthly active users; if our efforts to attract and retain subscribers and listeners, or convert listeners into subscribers, are not successful, our business will be adversely affected; we engage in extensive marketing efforts and the continued effectiveness of those efforts is an important part of 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; failure to successfully monetize and generate revenues from podcasts and other non-music content could adversely affect our business, operating results, and financial condition; we may not realize the benefits of acquisitions or other strategic investments and initiatives; and the impact of economic conditions may adversely affect our business, operating results, and financial condition. Risks Relating to our SiriusXM Business: Changing consumer behavior and new technologies relating to our satellite radio business may reduce our subscribers and may cause our subscribers to purchase fewer services from us or to cancel our services altogether, resulting in less revenue to us; a substantial number of our SiriusXM service 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 is uncertain; our business depends in part upon the auto industry; the imposition of tariffs by the United States government could have a major effect on the United States auto industry, which SiriusXM is dependent upon as a material source of new subscribers; failure of our satellites would significantly damage our business; and our SiriusXM service may experience harmful interference from wireless operations. Risks Relating to our Pandora and Off-platform Business: Our Pandora and Off-platform business generates a significant portion of its revenues from advertising, and reduced spending by advertisers could harm our business; emerging industry trends may adversely impact our ability to generate revenue from advertising; our failure to convince advertisers of the benefits of our Pandora ad-supported service could harm our business; if we are unable to maintain our advertising revenue our results of operations will be adversely affected; changes to mobile operating systems and browsers may hinder our ability to sell advertising and market our services; and 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. Risks Relating to Laws and Governmental Regulations: Privacy and data security laws and regulations may hinder our ability to market our services, sell advertising and impose legal liabilities; consumer protection laws and our failure to comply with them could damage our business; failure to comply with FCC requirements could damage our business; we may face lawsuits, incur liability or suffer reputational harm as a result of content published or made available through our services; and environmental, social and governance expectations and related reporting obligations may expose us to potential liabilities, increased costs, reputational harm, and other adverse effects. Risks Associated with Data and Cybersecurity and the Protection of Consumer Information: 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; we use artificial intelligence in our business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability and adversely affect our results of operations; and interruption or failure of our information technology and communications systems could impair the delivery of our service and harm our business. Risks Associated with Certain Intellectual Property Rights: Rapid technological and industry changes and new entrants could adversely impact our services; the market for music rights is changing and is subject to significant uncertainties; our Pandora services depend upon maintaining complex licenses with copyright owners, and these licenses contain onerous terms; 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; and some of our services and technologies 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. Risks Related to our Capital Structure: While we currently pay a quarterly cash dividend to holders of our common stock, we may change our dividend policy at any time; our holding company structure could restrict access to funds of our subsidiaries that may be needed to pay third party obligations; we have significant indebtedness, and our subsidiaries’ debt contains certain covenants that restrict their operations; and our ability to incur additional indebtedness to fund our operations could be limited, which could negatively impact our operations. Risks Related to the Transactions: We may have a significant indemnity obligation to Liberty Media, which is not limited in amount or subject to any cap, if the transactions associated with the Split-Off are treated as a taxable transaction; we may determine to forgo certain transactions that might otherwise be advantageous in order to avoid the risk of incurring significant tax-related liabilities; we have assumed and are responsible for all of the liabilities attributed to the Liberty SiriusXM Group as a result of the completion of the Transactions, and acquired the assets of SplitCo on an “as is, where is” basis; we may be harmed by securities class action and derivative lawsuits in connection with the Transactions; it may be difficult for a third party to acquire us, even if doing so may be beneficial to our stockholders; we have directors associated with Liberty Media, which may lead to conflicting interests; and our directors and officers are protected from liability for a broad range of actions. Other Operational Risks: If we are unable to attract and retain qualified personnel, our business could be harmed; 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; we may be exposed to liabilities that other entertainment service providers would not customarily be subject to; and our business and prospects depend on the strength of our brands.

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, 2024, which is filed with the Securities and Exchange Commission (the "SEC") and available at the SEC's Internet site (http://www.sec.gov). The information set forth herein speaks only as of the date hereof, and we disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this communication.



Source: SiriusXM
 
Contact for SiriusXM:
 
Investor contact:
Hooper Stevens
212.901.6718
Hooper.Stevens@siriusxm.com

Natalie Candela
212.901.6672
Natalie.Candela@siriusxm.com

Media contact:
Maggie Mitchell
212.584.5100
Maggie.Mitchell@siriusxm.com



v3.24.4
Cover Page
Jan. 30, 2025
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Jan. 30, 2025
Entity Registrant Name SIRIUS XM HOLDINGS INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-34295
Entity Tax Identification Number 93-4680139
Entity Address, Address Line One 1221 Avenue of the Americas
Entity Address, Address Line Two 35th Floor
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10020
City Area Code 212
Local Phone Number 584-5100
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, $0.001 par value
Trading Symbol SIRI
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0000908937
Amendment Flag false
Former Address  
Document Information [Line Items]  
Entity Address, Address Line One 12300 Liberty Boulevard
Entity Address, City or Town Englewood
Entity Address, State or Province CO
Entity Address, Postal Zip Code 80112
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