☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO ________ COMMISSION FILE NUMBER 001-34295 SIRIUS XM HOLDINGS INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorpo ...

Exhibit 99.1 SiriusXM Reports Fourth Quarter and Full-Year 2024 Operating and Financial Results 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, compare ...

SIRIUS XM HOLDINGS INC. OCTOBER 31, 2024 1 THIRD QUARTER 2024 OPERATING AND FINANCIAL RESULTS | --- | --- ...

Financial Data and Key Metrics Changes - Sirius XM reported revenue of $2.17 billion for Q3 2024, a decrease of 4% year-over-year, primarily due to a 5% drop in subscriber revenue to $1.65 billion and a 2% decline in advertising revenue to $450 million [24][26] - Adjusted EBITDA for the quarter was $693 million, down 7% year-over-year, resulting in a stable adjusted EBITDA margin of 32% [28] - Free cash flow for Q3 was $93 million, a decrease attributed to increased Liberty transaction-related costs and lower cash receipts [36] Business Line Data and Key Metrics Changes - The Sirius XM segment generated $1.63 billion in revenue, with subscriber revenue of $1.51 billion, reflecting a 5% decline year-over-year [29] - The Pandora and Off-Platform segment's revenue remained flat at $544 million, with ad revenue declining by 2% to $409 million [32] Market Data and Key Metrics Changes - Advertising revenue was softer than expected, with a modest decline of $10 million year-over-year, attributed to increased competition and a shorter election cycle [26][9] - Podcast revenue increased by 6%, indicating demand outpacing supply [26] Company Strategy and Development Direction - The company aims to achieve long-term targets of 50 million subscribers and $1.8 billion in free cash flow by leveraging a free ad-supported tier and a premium interactive bundle [6][7] - New pricing strategies, including a $9.99 entry point for streaming and in-car services, are designed to attract price-sensitive customers while maintaining existing subscriber value [16][17] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the advertising business's long-term potential despite near-term challenges, emphasizing ongoing investments in technology and partnerships [9][20] - The company is focused on enhancing customer engagement and retention through personalized marketing and improved content delivery [14][67] Other Important Information - A noncash impairment charge of approximately $3.36 billion was recorded due to the Liberty Media transaction, which does not impact cash flow or liquidity [34] - The company is committed to maintaining a disciplined financial culture and achieving a $200 million cost savings target for 2024 [28] Q&A Session Summary Question: Can you expand on balancing the opportunity to expand your TAM and the risk of pricing down your existing subscriber base? - Management noted that initial testing of new pricing strategies shows higher retention post-trial due to transparency and lower price points [46] Question: Can you discuss your overall podcast strategy and the profitability of this division? - Management highlighted the importance of building a critical mass in podcasting to supplement ad sales, with positive early results from new podcast agreements [54] Question: What insights can you provide on self-pay net adds and engagement? - Management reported that lower churn and higher automotive volumes contributed to net adds, with ongoing initiatives expected to improve retention [63] Question: How do you view the state of the ad market heading into Q4? - Management acknowledged headwinds in the ad market but emphasized growth in programmatic and podcasting segments, with a focus on better targeting and measurement [72][75] Question: What is the outlook for ARPU and pricing increases? - Management confirmed a trajectory for rate increases every other year, with plans to enhance value in full-price packages before any price actions [89]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO ________ COMMISSION FILE NUMBER 333-276758 Sirius XM Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 93-4680139 (State or ...

Revenue and Financial Performance - Total revenue for Q3 2024 was $2.17 billion, a 4% decline compared to Q3 2023[1] - SiriusXM revenue declined 5% year-over-year to $1.6 billion, with ARPU dropping to $15.16[6] - Pandora and Off-Platform revenue decreased 1% to $544 million, with advertising revenue down 2% to $409 million[12] - Full-year 2024 revenue guidance adjusted to $8.675 billion, with adjusted EBITDA expected at $2.7 billion and free cash flow at $1 billion[17] - Total revenue for the three months ended September 30, 2024, decreased by 4% to $2.171 billion compared to $2.271 billion in 2023[23] - Sirius XM subscriber revenue declined by 5% to $1.510 billion for the three months ended September 30, 2024, from $1.597 billion in 2023[23] - Pandora and Off-platform subscriber revenue increased by 2% to $135 million for the three months ended September 30, 2024, from $132 million in 2023[23] Profitability and Margins - Adjusted EBITDA of $693 million, representing a 32% margin, a 7% decline year-over-year[2] - Pandora and Off-Platform gross profit increased 4% to $187 million, with a gross margin of 34%[13] - Adjusted EBITDA for the three months ended September 30, 2024, was $693 million, a 7% decrease from $747 million in 2023[23] - Sirius XM gross profit decreased by 7% to $969 million for the three months ended September 30, 2024, from $1.047 billion in 2023[23] - Pandora and Off-platform gross profit increased by 4% to $187 million for the three months ended September 30, 2024, from $180 million in 2023[23] - Total company Adjusted EBITDA decreased by $54 million (7%) to $693 million for the three months ended September 30, 2024[27] Subscriber Metrics - SiriusXM added 14,000 self-pay subscribers in Q3 2024, with self-pay churn at 1.6%[5] - Subscribers to the Cloud Cover music programming service are now included in Pandora's subscriber count[25] - Sirius XM self-pay subscribers decreased by 314,000 (1%) to 31,497,000 as of September 30, 2024[26] - Pandora and Off-platform monthly active users declined by 2,779,000 (6%) to 43,721,000 as of September 30, 2024[26] - Pandora and Off-platform self-pay subscribers decreased by 285,000 (5%) to 5,875,000 as of September 30, 2024[26] - Sirius XM Canada subscribers decreased by 102,000 (4%) to 2,559,000 as of September 30, 2024[26] Costs and Expenses - Total cost of services decreased by 3% to $1.015 billion for the three months ended September 30, 2024, from $1.044 billion in 2023[23] - Additions to property and equipment increased from $521 million in 2023 to $563 million in 2024[20] - Sirius XM SAC per installation increased by $2.21 (18%) to $14.67 for the three months ended September 30, 2024[27] - Total share-based payment expense for the three months ended September 30, 2024, was $58 million, compared to $57 million in 2023[24] Cash Flow and Liquidity - Cash and cash equivalents dropped from $306 million in December 2023 to $127 million in September 2024[19] - Net cash provided by operating activities decreased from $1,301 million in 2023 to $1,062 million in 2024[20] - Revolving credit facility borrowings rose from $1,670 million in 2023 to $1,841 million in 2024[20] - Total cash, cash equivalents, and restricted cash decreased from $335 million in 2023 to $135 million in 2024[21] - Free cash flow decreased by $165 million (64%) to $93 million for the three months ended September 30, 2024[27] - Total company net cash provided by operating activities decreased by $135 million to $309 million for the three months ended September 30, 2024[30] Impairments and Losses - Net loss of $2.96 billion due to a non-cash impairment charge of $3.36 billion related to the Liberty Media transaction[1] - Net income for the nine months ended September 30, 2024, was a loss of $2,362 million compared to a profit of $760 million in the same period in 2023[20] - Net loss for the three months ended September 30, 2024, was $2.958 billion, compared to a net income of $291 million in 2023[23] - Non-cash impairment and restructuring costs surged from $21 million in 2023 to $3,355 million in 2024[20] Assets and Liabilities - Total assets decreased from $30,056 million in December 2023 to $27,483 million in September 2024[19] - Goodwill decreased from $15,209 million in December 2023 to $12,390 million in September 2024[19] - Retained earnings dropped from $15,353 million in December 2023 to $10,889 million in September 2024[19] Operational and Strategic Initiatives - SiriusXM introduced new in-app features and a seamless app download for in-car subscribers to enhance user experience[10] - The company remains on track to achieve $200 million in cost savings for the full year 2024[14] - SiriusXM is migrating its billing system and payment processing function to a new service provider[32] - The company uses artificial intelligence in its business, with potential risks including reputational harm and legal liability[32] Market and Competitive Landscape - SiriusXM reaches a combined monthly audience of approximately 150 million listeners[32] - Pandora's ad-supported business has experienced a substantial and consistent loss of monthly active users[32] - The company faces significant competition, which is likely to increase over time[32] - SiriusXM relies on third parties for the operation of its business, and their failure could adversely affect operations[32] - The company may not realize the benefits of acquisitions or other strategic investments and initiatives[32] - SiriusXM's Pandora and Off-platform business generates a significant portion of its revenues from advertising[32] - SiriusXM has significant indebtedness, and its subsidiaries' debt contains certain covenants that restrict operations[32] - The company may face lawsuits, incur liability, or suffer reputational harm due to content published through its services[32]

Financial Data and Key Metrics - Consolidated revenue for Q2 2024 was $2.18 billion, a 3% decrease YoY, primarily driven by a 5% drop in SiriusXM subscriber revenue to $1.52 billion [14] - Adjusted EBITDA remained flat YoY at $702 million but increased 8% sequentially, with an adjusted EBITDA margin of 32% [15] - Free cash flow increased 6% YoY to $343 million, driven by lower cash taxes paid [19] - Self-pay subscribers declined by 100,000, an improvement compared to the same quarter last year, with voluntary churn reduction being a key factor [14] - Paid promotional subscribers decreased by 73,000 due to automakers shifting from paid to unpaid promotional subscriptions [14] Business Line Performance - SiriusXM segment revenue was $1.64 billion, with subscriber revenue declining 5%, advertising revenue dropping 4%, and equipment revenue remaining flat YoY [16] - Pandora and off-platform segment revenue increased 2% YoY to $538 million, driven by an 8% increase in subscriber revenue from rate hikes on Pandora premium and plus subscriptions [17] - Advertising revenue in the Pandora segment remained flat at $400 million, with ad hours declining 5% YoY to 2.6 billion [17] - Gross profit in the SiriusXM segment declined 6% YoY to $986 million, with a margin drop of 1 percentage point to 60% [16] - Pandora segment gross profit increased 18% YoY to $180 million, reflecting a gross margin of 33% [18] Market and Advertising Trends - Advertising revenue remained flat YoY at $443 million, with growth in political and pharma categories offsetting headwinds in other industries [10] - Programmatic advertising grew 10% YoY, with podcasting programmatic revenue up nearly 60% [10] - The company is leveraging Unified ID 2.0 with The Trade Desk to enhance programmatic capabilities [10] - Podcasting continues to attract significant ad spend, with several brands spending over $1 million on podcast offerings year-to-date [10] Strategic Priorities and Industry Competition - The company is focusing on three strategic priorities: enhancing the subscription business, driving advertising growth, and maintaining financial success through optimization [6] - New subscription packages are being introduced, including a $9.99 music-only package with add-ons for talk, news, and sports, aimed at improving retention and reducing reliance on promotional plans [32] - The company is leveraging AI in customer support and self-serve audio advertising creative development to drive efficiencies [11] - SiriusXM is expanding its content portfolio, including exclusive podcast deals and live programming, to attract and retain subscribers [11][29] Management Commentary on Operating Environment and Future Outlook - Management remains confident in the company's long-term growth potential, citing strong retention rates, customer satisfaction, and industry-leading profitability [12] - The company expects to see improvements in ad revenue in the second half of 2024, driven by political ads and programmatic growth [26][27] - SiriusXM is focused on leveraging its content and technology to drive future growth, particularly in podcasting and live programming [29] - The company is reiterating its full-year 2024 financial guidance and expects the Liberty Media transaction to close on September 9, 2024 [13] Other Key Information - SiriusXM launched a free ad-supported version of its service in select vehicles, offering limited music and talk channels with ads, aimed at engaging potential customers post-trial [9] - The company is opening a European tech hub in the second half of 2024 to support technology and product investments in a tax-efficient manner [18] - SiriusXM paid $103 million in dividends during Q2 2024 and ended the quarter with a net debt to adjusted EBITDA ratio of 3.2x [19] Q&A Session Summary Question: Conversion rates and ARPU outlook [21] - Conversion rates are stabilizing, particularly among younger first-time trialers, with personalized marketing journeys expected to improve post-trial conversion rates [22] - ARPU is expected to remain stable, with the company planning to maintain its every-other-year rate increase cadence while offering tiered subscription packages [23] Question: Advertising growth drivers and content opportunities [25] - Advertising growth is expected in the second half of 2024, driven by political ads and programmatic capabilities [26] - Podcasting and live programming are seen as key growth areas, with exclusive content deals and live sports rights providing significant opportunities [29] Question: Impact of new subscription packages on P&L [31] - New subscription packages are expected to drive demand and improve retention, with impacts on metrics captured in guidance [32] - The company expects self-pay net adds to improve year-over-year, though the improvement will be less negative rather than positive [34] Question: Streaming experience and cost performance [37] - The company is building a next-generation streaming platform, with positive momentum in streaming metrics and personalized marketing journeys [38] - Cost performance in Q2 was driven by $50 million in savings from workforce streamlining and cost optimization initiatives [39] Question: Free ad-supported plans and cannibalization risk [41] - Free ad-supported plans are expected to have minimal cannibalization risk, as they offer a reduced content set with ads [42] - Over time, the company expects to leverage IP-targeted ads to improve ad revenue across both free and paid subscriptions [44] Question: Self-pay outlook and OEM agreements [48] - The company expects self-pay net adds to improve year-over-year, with uncertainty tied to new and used car sales [49] - The shift to unpaid trials in OEM agreements is a long-term trend, driven by adjustments in economic terms as agreements are extended [49]

Subscriber Metrics - As of June 30, 2024, Sirius XM had approximately 33.3 million subscribers[205] - As of June 30, 2024, Pandora had approximately 45.1 million monthly active users and 6.0 million subscribers[208] - As of June 30, 2024, Sirius XM had approximately 33,257 subscribers, a decrease of 806, or 2%, from 34,063 subscribers as of June 30, 2023[293] - At June 30, 2024, Pandora had approximately 5,951 subscribers, a decrease of 319, or 5%, from 6,270 subscribers as of June 30, 2023[298] - For the three months ended June 30, 2024, net subscriber additions were (173), a decrease of 212 compared to 39 net additions in the same period of 2023[294] - Average self-pay monthly churn rate was 1.5% for both the three months ended June 30, 2024, and 2023[295] Revenue Sources - The primary revenue source for Sirius XM is subscription fees, with additional revenue from advertising on select non-music channels[205] - The majority of revenue from Pandora is generated from advertising on the ad-supported radio service[209] - Sirius XM's subscriber revenue for Q2 2024 was $1,520 million, down 5% from $1,597 million in Q2 2023, with a six-month total of $3,067 million, a decrease of 3% from $3,160 million[223][225] - Total consolidated revenue for Q2 2024 was $2,178 million, a decrease of 3% from $2,250 million in Q2 2023, with a six-month total of $4,340 million, down 1% from $4,394 million[238] - Sirius XM's advertising revenue for Q2 2024 was $43 million, down 4% from $45 million in Q2 2023, while for the six months it remained stable at $83 million compared to $85 million[227] - Pandora and Off-platform subscriber revenue increased by 8% to $138 million in Q2 2024 from $128 million in Q2 2023, with a six-month total of $271 million, up 5% from $257 million[233] Operating Expenses - Total operating expenses for Q2 2024 were $1,673 million, a decrease of 6% from $1,771 million in Q2 2023, with a six-month total of $3,398 million, down 3% from $3,503 million[240] - For the three months ended June 30, 2024, customer service and billing expenses decreased by 13% to $87 million compared to $100 million in the same period of 2023[245] - For the three months ended June 30, 2024, transmission expenses increased by 20% to $49 million compared to $41 million in the same period of 2023[248] - For the three months ended June 30, 2024, cost of equipment decreased by 33% to $2 million compared to $3 million in the same period of 2023[250] - For the three months ended June 30, 2024, revenue share and royalties decreased by 3% to $317 million compared to $327 million in the same period of 2023[254] - For the three months ended June 30, 2024, programming and content expenses decreased by 28% to $13 million compared to $18 million in the same period of 2023[256] - For the three months ended June 30, 2024, sales and marketing expenses increased by 4% to $228 million compared to $220 million in the same period of 2023[267] - For the three months ended June 30, 2024, general and administrative expenses decreased by 31% to $108 million compared to $157 million in the same period of 2023[271] - For the three months ended June 30, 2024, interest expense decreased to $102 million from $107 million in the same period of 2023[277] Net Income and Cash Flow - Net income for Q2 2024 was $316 million, a slight increase of 2% from $310 million in Q2 2023, with a six-month total of $582 million, up 7% from $543 million[239] - Free cash flow for the three months ended June 30, 2024, was $343 million, an increase of 6%, or $20 million, from $323 million in the same period of 2023[305] - Net cash provided by operating activities increased by $21 million to $822 million for the six months ended June 30, 2024, from $801 million in the same period of 2023[308] - Cash, cash equivalents, and restricted cash at the end of the period were $108 million, an increase of $49 million from $59 million at the end of the same period in 2023[307] - Net cash provided by operating activities increased to $514 million in Q2 2024 from $451 million in Q2 2023, and for the first half of 2024, it rose to $822 million from $801 million[333] Future Expectations - Sirius XM expects a decrease in subscriber revenues due to a decline in average subscribers and lower average subscription prices[226] - The company anticipates an increase in Pandora and Off-platform advertising revenue driven by growth in podcast and programmatic revenue[237] - The company expects subscriber acquisition costs to increase due to growth in penetration with certain automakers and higher subsidies[265] - Sirius XM expects overall revenue share and royalty costs to decrease due to lower eligible subscription revenue, despite higher royalty rates[241] Capital and Financing - The board of directors authorized a total of $18,000 for common stock repurchase, with cumulative repurchases totaling $16,834 as of June 30, 2024[318] - A quarterly dividend of $0.0266 per share was declared on July 24, 2024, payable on August 26, 2024[321] - The company expects to fund future stock repurchases and dividend payments through existing cash, cash flow from operations, and borrowings[313] - Cash flows used in financing activities included repayments of $1,002 under the Credit Facility and $205 in cash dividends for the six months ended June 30, 2024[312] - As of June 30, 2024, $350 of borrowings were outstanding under the Credit Facility, with $1,400 available for future borrowing[313] Debt and Interest Rates - The company’s debt includes fixed-rate instruments, with variable interest rates on borrowings under the Credit Facility, which are sensitive to interest rate changes[339] - The company plans to potentially hedge against interest rate fluctuations using various financial instruments in the future[339] Business Strategy - Sirius XM is undergoing a split-off transaction with Liberty Media, which will result in New Sirius combining with Holdings[213] - The revised exchange ratio in the Reorganization Agreement reduces the number of shares of New Sirius Common Stock issued by 90%[216] - Sirius XM Radio Inc. intends to convert to a Delaware limited liability company prior to the closing of the transaction[218] - The company regularly evaluates its business plans, which may lead to significant changes in cash requirements and strategic opportunities[315]

Exhibit 99.1 SiriusXM Reports Second Quarter 2024 Operating and Financial Results NEW YORK – August 1, 2024 – SiriusXM today announced second quarter 2024 operating and financial results, including revenue of $2.18 billion, a decrease of 3% compared to the second quarter of 2023. The company recorded net income of $316 million in the second quarter of 2024 compared to $310 million in the prior year's second quarter. Net income per diluted common share was $0.08 in both the second quarter of 2024 and the sec ...

Sirius XM Holdings Inc. (NASDAQ:SIRI) Q1 2024 Earnings Conference Call April 30, 2024 8:00 AM ET Company Participants Hooper Stevens - Senior Vice President of Investor Relations and Finance Jennifer Witz - Chief Executive Officer Tom Barry - Chief Financial Officer Scott Greenstein - President & Chief Content Officer Conference Call Participants Sebastiano Petti - JPMorgan Jason Bazinet - Citi Bryan Kraft - Deutsche Bank Jessica Reif Ehrlich - Bank of America David Joyce - Seaport Research Partners Steven ...