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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2016
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE TRANSITION PERIOD FROM __________ TO ________
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Delaware
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38-3916511
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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1221 Avenue of the Americas, 36th Floor
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New York, New York
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10020
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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(Class)
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(Outstanding as of April 26, 2016)
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COMMON STOCK, $0.001 PAR VALUE
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4,958,140,435
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SHARES
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Item No.
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Description
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For the Three Months Ended March 31,
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||||||
(in thousands, except per share data)
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2016
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2015
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||||
Revenue:
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Subscriber revenue
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$
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1,009,682
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$
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911,470
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Advertising revenue
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31,541
|
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26,873
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Equipment revenue
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27,121
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24,841
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Other revenue
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132,666
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117,806
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Total revenue
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1,201,010
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1,080,990
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Operating expenses:
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|
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Cost of services:
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|
|
|
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Revenue share and royalties
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251,744
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212,978
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||
Programming and content
|
85,100
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|
71,146
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||
Customer service and billing
|
96,867
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|
|
92,097
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||
Satellite and transmission
|
23,538
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|
21,304
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||
Cost of equipment
|
9,779
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|
|
8,845
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Subscriber acquisition costs
|
132,449
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|
122,260
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||
Sales and marketing
|
88,726
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|
78,744
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Engineering, design and development
|
19,441
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|
14,960
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General and administrative
|
77,505
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|
|
79,823
|
|
||
Depreciation and amortization
|
67,627
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|
65,027
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Total operating expenses
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852,776
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|
|
767,184
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Income from operations
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348,234
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313,806
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|
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Other income (expense):
|
|
|
|
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|
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Interest expense
|
(78,400
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)
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(69,908
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)
|
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Other income
|
10,848
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|
|
723
|
|
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Total other expense
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(67,552
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)
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(69,185
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)
|
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Income before income taxes
|
280,682
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|
|
244,621
|
|
||
Income tax expense
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(109,343
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)
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|
(138,929
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)
|
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Net income
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$
|
171,339
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$
|
105,692
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Foreign currency translation adjustment, net of tax
|
449
|
|
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—
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Total comprehensive income
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$
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171,788
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$
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105,692
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Net income per common share:
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Basic
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$
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0.03
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$
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0.02
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Diluted
|
$
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0.03
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$
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0.02
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Weighted average common shares outstanding:
|
|
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Basic
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5,065,319
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5,570,748
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Diluted
|
5,110,618
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5,639,838
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(in thousands, except per share data)
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March 31, 2016
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December 31, 2015
|
||||
ASSETS
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(unaudited)
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|
||||
Current assets:
|
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Cash and cash equivalents
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$
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101,952
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$
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111,838
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Receivables, net
|
228,170
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|
|
234,782
|
|
||
Inventory, net
|
21,755
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|
|
22,295
|
|
||
Related party current assets
|
5,427
|
|
|
5,941
|
|
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Prepaid expenses and other current assets
|
204,849
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|
187,033
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||
Total current assets
|
562,153
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|
561,889
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Property and equipment, net
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1,400,755
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1,415,401
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|
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Intangible assets, net
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2,580,906
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2,593,346
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|
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Goodwill
|
2,205,107
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2,205,107
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Related party long-term assets
|
6,695
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|
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—
|
|
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Deferred tax assets
|
1,012,649
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1,115,731
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Other long-term assets
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159,977
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|
155,188
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Total assets
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$
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7,928,242
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$
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8,046,662
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LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
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Current liabilities:
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|
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Accounts payable and accrued expenses
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$
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606,744
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|
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$
|
625,313
|
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Accrued interest
|
89,882
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|
91,655
|
|
||
Current portion of deferred revenue
|
1,799,491
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|
|
1,771,915
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|
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Current maturities of long-term debt
|
5,501
|
|
|
4,764
|
|
||
Related party current liabilities
|
2,840
|
|
|
2,840
|
|
||
Total current liabilities
|
2,504,458
|
|
|
2,496,487
|
|
||
Deferred revenue
|
160,506
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|
|
157,609
|
|
||
Long-term debt
|
5,709,319
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|
5,443,614
|
|
||
Related party long-term liabilities
|
10,085
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|
|
10,795
|
|
||
Deferred tax liabilities
|
6,508
|
|
|
6,681
|
|
||
Other long-term liabilities
|
101,310
|
|
|
97,967
|
|
||
Total liabilities
|
8,492,186
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|
8,213,153
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|
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Commitments and contingencies (Note 13)
|
|
|
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|
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Stockholders’ (deficit) equity:
|
|
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|
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|
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Common stock, par value $0.001; 9,000,000 shares authorized; 4,993,936 and 5,153,451 shares issued; 4,989,436 and 5,147,647 outstanding at March 31, 2016 and December 31, 2015, respectively
|
4,994
|
|
|
5,153
|
|
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Accumulated other comprehensive loss, net of tax
|
(53
|
)
|
|
(502
|
)
|
||
Additional paid-in capital
|
4,208,743
|
|
|
4,783,795
|
|
||
Treasury stock, at cost; 4,500 and 5,804 shares of common stock at March 31, 2016 and December 31, 2015, respectively
|
(17,757
|
)
|
|
(23,727
|
)
|
||
Accumulated deficit
|
(4,759,871
|
)
|
|
(4,931,210
|
)
|
||
Total stockholders’ (deficit) equity
|
(563,944
|
)
|
|
(166,491
|
)
|
||
Total liabilities and stockholders’ (deficit) equity
|
$
|
7,928,242
|
|
|
$
|
8,046,662
|
|
|
|
Common Stock
|
|
Accumulated
Other Comprehensive (Loss) Income |
|
Additional
Paid-in Capital |
|
Treasury Stock
|
|
Accumulated
Deficit |
|
Total
Stockholders’ (Deficit) Equity |
||||||||||||||||||
(in thousands)
|
|
Shares
|
|
Amount
|
|
|
|
Shares
|
|
Amount
|
|
|
||||||||||||||||||
Balance at December 31, 2015
|
|
5,153,451
|
|
|
$
|
5,153
|
|
|
$
|
(502
|
)
|
|
$
|
4,783,795
|
|
|
5,804
|
|
|
$
|
(23,727
|
)
|
|
$
|
(4,931,210
|
)
|
|
$
|
(166,491
|
)
|
Comprehensive income, net of tax
|
|
—
|
|
|
—
|
|
|
449
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
171,339
|
|
|
171,788
|
|
||||||
Share-based payment expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,891
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,891
|
|
||||||
Exercise of options and vesting of restricted
stock units |
|
754
|
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Minimum withholding taxes on net share
settlement of stock-based compensation |
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,652
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,652
|
)
|
||||||
Common stock repurchased
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
158,965
|
|
|
(588,480
|
)
|
|
—
|
|
|
(588,480
|
)
|
||||||
Common stock retired
|
|
(160,269
|
)
|
|
(160
|
)
|
|
—
|
|
|
(594,290
|
)
|
|
(160,269
|
)
|
|
594,450
|
|
|
—
|
|
|
—
|
|
||||||
Balance at March 31, 2016
|
|
4,993,936
|
|
|
$
|
4,994
|
|
|
$
|
(53
|
)
|
|
$
|
4,208,743
|
|
|
4,500
|
|
|
$
|
(17,757
|
)
|
|
$
|
(4,759,871
|
)
|
|
$
|
(563,944
|
)
|
|
For the Three Months Ended March 31,
|
||||||
(in thousands)
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
171,339
|
|
|
$
|
105,692
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
67,627
|
|
|
65,027
|
|
||
Non-cash interest expense, net of amortization of premium
|
2,054
|
|
|
1,852
|
|
||
Provision for doubtful accounts
|
13,055
|
|
|
10,885
|
|
||
Amortization of deferred income related to equity method investment
|
(694
|
)
|
|
(694
|
)
|
||
Gain on unconsolidated entity investments, net
|
(6,274
|
)
|
|
—
|
|
||
Dividend received from unconsolidated entity investment
|
3,386
|
|
|
3,778
|
|
||
Share-based payment expense
|
23,693
|
|
|
19,417
|
|
||
Deferred income taxes
|
103,081
|
|
|
136,294
|
|
||
Other non-cash purchase price adjustments
|
—
|
|
|
(836
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Receivables
|
(6,443
|
)
|
|
(9,727
|
)
|
||
Inventory
|
540
|
|
|
(3,540
|
)
|
||
Related party, net
|
(3,310
|
)
|
|
695
|
|
||
Prepaid expenses and other current assets
|
(18,545
|
)
|
|
(19,102
|
)
|
||
Other long-term assets
|
(956
|
)
|
|
215
|
|
||
Accounts payable and accrued expenses
|
(18,239
|
)
|
|
(27,918
|
)
|
||
Accrued interest
|
(1,773
|
)
|
|
(12,690
|
)
|
||
Deferred revenue
|
30,473
|
|
|
40,304
|
|
||
Other long-term liabilities
|
3,172
|
|
|
377
|
|
||
Net cash provided by operating activities
|
362,186
|
|
|
310,029
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Additions to property and equipment
|
(30,171
|
)
|
|
(29,831
|
)
|
||
Purchases of restricted and other investments
|
(3,798
|
)
|
|
(3,966
|
)
|
||
Net cash used in investing activities
|
(33,969
|
)
|
|
(33,797
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Taxes paid in lieu of shares issued for stock-based compensation
|
(1,354
|
)
|
|
(12,711
|
)
|
||
Proceeds from long-term borrowings and revolving credit facility, net of costs
|
330,000
|
|
|
1,263,745
|
|
||
Repayment of long-term borrowings and revolving credit facility
|
(72,299
|
)
|
|
(657,731
|
)
|
||
Common stock repurchased and retired
|
(594,450
|
)
|
|
(535,216
|
)
|
||
Net cash (used in) provided by financing activities
|
(338,103
|
)
|
|
58,087
|
|
||
Net (decrease) increase in cash and cash equivalents
|
(9,886
|
)
|
|
334,319
|
|
||
Cash and cash equivalents at beginning of period
|
111,838
|
|
|
147,724
|
|
||
Cash and cash equivalents at end of period
|
$
|
101,952
|
|
|
$
|
482,043
|
|
|
For the Three Months Ended March 31,
|
||||||
(in thousands)
|
2016
|
|
2015
|
||||
Supplemental Disclosure of Cash and Non-Cash Flow Information
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Interest
|
$
|
76,315
|
|
|
$
|
76,302
|
|
Non-cash investing and financing activities:
|
|
|
|
||||
Capital lease obligations incurred to acquire assets
|
$
|
6,647
|
|
|
$
|
—
|
|
Treasury stock not yet settled
|
$
|
17,757
|
|
|
$
|
24,858
|
|
(1)
|
Business & Basis of Presentation
|
(2)
|
Summary of Significant Accounting Policies
|
(a)
|
This amount approximates fair value. The carrying value of our investment in Sirius XM Canada was
$6,386
and
$0
as of
March 31, 2016
and
December 31, 2015
, respectively.
|
(b)
|
The fair value for non-publicly traded instruments is based upon estimates from a market maker and brokerage firm. Refer to Note 10 for information related to the carrying value of our debt as of
March 31, 2016
and
December 31, 2015
.
|
(3)
|
Earnings per Share
|
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Numerator:
|
|
|
|
|
|
||
Net income available to common stockholders for basic and diluted net income per common share
|
$
|
171,339
|
|
|
$
|
105,692
|
|
Denominator:
|
|
|
|
|
|
||
Weighted average common shares outstanding for basic net income per common share
|
5,065,319
|
|
|
5,570,748
|
|
||
Weighted average impact of dilutive equity instruments
|
45,299
|
|
|
69,090
|
|
||
Weighted average shares for diluted net income per common share
|
5,110,618
|
|
|
5,639,838
|
|
||
Net income per common share:
|
|
|
|
|
|
||
Basic
|
$
|
0.03
|
|
|
$
|
0.02
|
|
Diluted
|
$
|
0.03
|
|
|
$
|
0.02
|
|
(4)
|
Receivables, net
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Gross customer accounts receivable
|
$
|
93,016
|
|
|
$
|
98,740
|
|
Allowance for doubtful accounts
|
(6,401
|
)
|
|
(6,118
|
)
|
||
Customer accounts receivable, net
|
$
|
86,615
|
|
|
$
|
92,622
|
|
Receivables from distributors
|
118,691
|
|
|
120,012
|
|
||
Other receivables
|
22,864
|
|
|
22,148
|
|
||
Total receivables, net
|
$
|
228,170
|
|
|
$
|
234,782
|
|
(5)
|
Inventory, net
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Raw materials
|
$
|
10,767
|
|
|
$
|
11,085
|
|
Finished goods
|
21,103
|
|
|
21,159
|
|
||
Allowance for obsolescence
|
(10,115
|
)
|
|
(9,949
|
)
|
||
Total inventory, net
|
$
|
21,755
|
|
|
$
|
22,295
|
|
(6)
|
Goodwill
|
(7)
|
Intangible Assets
|
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
Weighted
Average Useful Lives |
|
Gross
Carrying Value |
|
Accumulated Amortization
|
|
Net Carrying
Value |
|
Gross
Carrying Value |
|
Accumulated Amortization
|
|
Net Carrying
Value |
||||||||||||
Indefinite life intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
FCC licenses
|
Indefinite
|
|
$
|
2,083,654
|
|
|
$
|
—
|
|
|
$
|
2,083,654
|
|
|
$
|
2,083,654
|
|
|
$
|
—
|
|
|
$
|
2,083,654
|
|
Trademark
|
Indefinite
|
|
250,000
|
|
|
—
|
|
|
250,000
|
|
|
250,000
|
|
|
—
|
|
|
250,000
|
|
||||||
Definite life intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Subscriber relationships
|
9 years
|
|
380,000
|
|
|
(344,109
|
)
|
|
35,891
|
|
|
380,000
|
|
|
(336,822
|
)
|
|
43,178
|
|
||||||
OEM relationships
|
15 years
|
|
220,000
|
|
|
(35,444
|
)
|
|
184,556
|
|
|
220,000
|
|
|
(31,778
|
)
|
|
188,222
|
|
||||||
Licensing agreements
|
12 years
|
|
45,289
|
|
|
(27,899
|
)
|
|
17,390
|
|
|
45,289
|
|
|
(26,977
|
)
|
|
18,312
|
|
||||||
Proprietary software
|
8 years
|
|
27,215
|
|
|
(18,267
|
)
|
|
8,948
|
|
|
27,215
|
|
|
(17,752
|
)
|
|
9,463
|
|
||||||
Developed technology
|
10 years
|
|
2,000
|
|
|
(1,533
|
)
|
|
467
|
|
|
2,000
|
|
|
(1,483
|
)
|
|
517
|
|
||||||
Leasehold interests
|
7.4 years
|
|
132
|
|
|
(132
|
)
|
|
—
|
|
|
132
|
|
|
(132
|
)
|
|
—
|
|
||||||
Total intangible assets
|
|
|
$
|
3,008,290
|
|
|
$
|
(427,384
|
)
|
|
$
|
2,580,906
|
|
|
$
|
3,008,290
|
|
|
$
|
(414,944
|
)
|
|
$
|
2,593,346
|
|
FCC satellite licenses
|
|
Expiration year
|
SIRIUS FM-1*
|
|
2017
|
SIRIUS FM-2*
|
|
2017
|
SIRIUS FM-3*
|
|
2017
|
SIRIUS FM-5
|
|
2025
|
SIRIUS FM-6
|
|
2022
|
XM-3
|
|
2021
|
XM-4
|
|
2022
|
XM-5
|
|
2018
|
Years ending December 31,
|
|
Amount
|
||
2016 (remaining)
|
|
$
|
36,105
|
|
2017
|
|
34,882
|
|
|
2018
|
|
19,463
|
|
|
2019
|
|
19,026
|
|
|
2020
|
|
18,446
|
|
|
Thereafter
|
|
119,330
|
|
|
Total definite life intangible assets, net
|
|
$
|
247,252
|
|
(8)
|
Property and Equipment
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Satellite system
|
$
|
2,388,000
|
|
|
$
|
2,388,000
|
|
Terrestrial repeater network
|
115,235
|
|
|
117,127
|
|
||
Leasehold improvements
|
49,516
|
|
|
49,407
|
|
||
Broadcast studio equipment
|
72,638
|
|
|
70,888
|
|
||
Capitalized software and hardware
|
487,169
|
|
|
466,464
|
|
||
Satellite telemetry, tracking and control facilities
|
75,684
|
|
|
75,440
|
|
||
Furniture, fixtures, equipment and other
|
75,936
|
|
|
81,871
|
|
||
Land
|
38,411
|
|
|
38,411
|
|
||
Building
|
60,598
|
|
|
60,487
|
|
||
Construction in progress
|
123,617
|
|
|
101,324
|
|
||
Total property and equipment
|
3,486,804
|
|
|
3,449,419
|
|
||
Accumulated depreciation and amortization
|
(2,086,049
|
)
|
|
(2,034,018
|
)
|
||
Property and equipment, net
|
$
|
1,400,755
|
|
|
$
|
1,415,401
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Satellite system
|
$
|
12,912
|
|
|
$
|
12,912
|
|
Terrestrial repeater network
|
30,013
|
|
|
25,578
|
|
||
Capitalized software
|
53,669
|
|
|
37,064
|
|
||
Other
|
27,023
|
|
|
25,770
|
|
||
Construction in progress
|
$
|
123,617
|
|
|
$
|
101,324
|
|
Satellite Description
|
|
Year Delivered
|
|
Estimated End of
Depreciable Life |
FM-1*
|
|
2000
|
|
2013
|
FM-2*
|
|
2000
|
|
2013
|
FM-3*
|
|
2000
|
|
2015
|
FM-5
|
|
2009
|
|
2024
|
FM-6
|
|
2013
|
|
2028
|
XM-3
|
|
2005
|
|
2020
|
XM-4
|
|
2006
|
|
2021
|
XM-5
|
|
2010
|
|
2025
|
(9)
|
Related Party Transactions
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Related party current assets
|
$
|
5,427
|
|
|
$
|
5,941
|
|
Related party long-term assets
|
$
|
6,695
|
|
|
$
|
—
|
|
Related party current liabilities
|
$
|
2,840
|
|
|
$
|
2,840
|
|
Related party long-term liabilities
|
$
|
10,085
|
|
|
$
|
10,795
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Revenue
(a)
|
$
|
9,911
|
|
|
$
|
13,517
|
|
Other income
|
|
|
|
|
|
||
Share of net earnings
(b)
|
$
|
6,274
|
|
|
$
|
—
|
|
Dividends
(c)
|
$
|
3,575
|
|
|
$
|
976
|
|
(a)
|
Under our agreements with Sirius XM Canada, we currently receive a percentage-based royalty of
10%
and
15%
for certain types of subscription revenue earned by Sirius XM Canada for Sirius and XM platforms, respectively; and additional royalties for premium services and royalties for activation fees and reimbursements for other charges. We record revenue from Sirius XM Canada as Other revenue in our unaudited consolidated statements of comprehensive income. The license and services agreement entered into with Sirius Canada will expire in
2017
. The license agreement entered into with XM Canada will expire in
2020
.
|
(b)
|
We recognize our proportionate share of earnings or losses of Sirius XM Canada as they occur as a component of Other income in our unaudited consolidated statements of comprehensive income on a
one
month lag.
|
(c)
|
Sirius XM Canada paid gross dividends to us of
$3,575
and
$3,977
during the three months ended
March 31, 2016
and
2015
, respectively. These dividends were first recorded as a reduction to our investment balance in Sirius XM Canada to the extent a balance existed and then as Other income for the remaining portion.
|
(10)
|
Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying value
(a)
at
|
||||||||
Issuer / Borrower
|
|
Issued
|
|
Debt
|
|
Maturity Date
|
|
Interest Payable
|
|
Principal Amount at March 31, 2016
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||
Sirius XM
(b) |
|
May 2013
|
|
4.25% Senior Notes
(the "4.25% Notes") |
|
May 15, 2020
|
|
semi-annually on May 15 and November15
|
|
$
|
500,000
|
|
|
$
|
496,475
|
|
|
$
|
496,282
|
|
Sirius XM
(b) |
|
September 2013
|
|
5.875% Senior Notes
(the "5.875% Notes") |
|
October 1, 2020
|
|
semi-annually on April 1 and October 1
|
|
650,000
|
|
|
644,961
|
|
|
644,720
|
|
|||
Sirius XM
(b) |
|
August 2013
|
|
5.75% Senior Notes
(the "5.75% Notes") |
|
August 1, 2021
|
|
semi-annually on February 1 and August 1
|
|
600,000
|
|
|
595,883
|
|
|
595,720
|
|
|||
Sirius XM
(b) |
|
May 2013
|
|
4.625% Senior Notes
(the "4.625% Notes") |
|
May 15, 2023
|
|
semi-annually on May 15 and November 15
|
|
500,000
|
|
|
495,727
|
|
|
495,602
|
|
|||
Sirius XM
(b) |
|
May 2014
|
|
6.00% Senior Notes
(the "6.00% Notes") |
|
July 15, 2024
|
|
semi-annually on January 15 and July 15
|
|
1,500,000
|
|
|
1,485,528
|
|
|
1,485,196
|
|
|||
Sirius XM
(b) |
|
March 2015
|
|
5.375% Senior Notes
(the "5.375% Notes") |
|
April 15, 2025
|
|
semi-annually on April 15 and October 15
|
|
1,000,000
|
|
|
989,665
|
|
|
989,446
|
|
|||
Sirius XM
(b)(c) |
|
August 2012
|
|
5.25% Senior Secured
Notes (the "5.25% Notes") |
|
August 15, 2022
|
|
semi-annually on February 15 and August 15
|
|
400,000
|
|
|
395,811
|
|
|
395,675
|
|
|||
Sirius XM
(d) |
|
December 2012
|
|
Senior Secured
Revolving Credit Facility (the "Credit Facility") |
|
June 16, 2020
|
|
variable fee paid quarterly
|
|
1,750,000
|
|
|
600,000
|
|
|
340,000
|
|
|||
Sirius XM
|
|
Various
|
|
Capital leases
|
|
Various
|
|
n/a
|
|
n/a
|
|
|
17,701
|
|
|
12,892
|
|
|||
Total Debt
|
|
5,721,751
|
|
|
5,455,533
|
|
||||||||||||||
Less: total current maturities
|
|
5,501
|
|
|
4,764
|
|
||||||||||||||
Less: total deferred financing costs for Notes
|
|
6,931
|
|
|
7,155
|
|
||||||||||||||
Total long-term debt
|
|
$
|
5,709,319
|
|
|
$
|
5,443,614
|
|
(a)
|
The carrying value of the obligations is net of any remaining unamortized original issue discount.
|
(b)
|
Substantially all of our domestic wholly-owned subsidiaries have guaranteed these notes.
|
(c)
|
The liens securing the
5.25%
Notes are equal and ratable to the liens granted to secure the Credit Facility.
|
(d)
|
In December 2012, Sirius XM entered into a
five
-year Credit Facility with a syndicate of financial institutions for
$1,250,000
. In June 2015, Sirius XM entered into an amendment to increase the total borrowing capacity under the Credit Facility to
$1,750,000
and to extend the maturity to
June 2020
. Sirius XM's obligations under the Credit Facility are guaranteed by certain of its material domestic subsidiaries and are secured by a lien on substantially all of Sirius XM's assets and the assets of its material domestic subsidiaries. Interest on borrowings is payable on a monthly basis and accrues at a rate based on LIBOR plus an applicable rate. Sirius XM is also required to pay a variable fee on the average daily unused portion of the Credit Facility which is payable on a quarterly basis. The variable rate for the unused portion of the Credit Facility was
0.30%
per annum as of
March 31, 2016
. As of
March 31, 2016
,
$1,150,000
was available for future borrowing under the Credit Facility. Sirius XM's outstanding borrowings under the Credit Facility are classified as Long-term debt within our unaudited consolidated balance sheets due to the long-term maturity of this debt.
|
(11)
|
Stockholders’ Equity
|
|
|
March 31, 2016
|
|
March 31, 2015
|
||||||||||
Share Repurchase Type
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
||||||
Open Market
(a)
|
|
158,965
|
|
|
$
|
588,480
|
|
|
143,717
|
|
|
$
|
534,040
|
|
Total Repurchases
|
|
158,965
|
|
|
$
|
588,480
|
|
|
143,717
|
|
|
$
|
534,040
|
|
(a)
|
As of
March 31, 2016
,
$17,757
of common stock repurchases had not settled, nor been retired, and were recorded as Treasury stock within our unaudited consolidated balance sheets and unaudited consolidated statements of stockholders’ (deficit) equity.
|
(12)
|
Benefit Plans
|
|
For the Three Months Ended March 31,
|
|
2016
|
Risk-free interest rate
|
1.0%
|
Expected life of options — years
|
3.76
|
Expected stock price volatility
|
24%
|
Expected dividend yield
|
0%
|
|
Options
|
|
Weighted-
Average Exercise Price Per Share |
|
Weighted-
Average Remaining Contractual Term (Years) |
|
Aggregate
Intrinsic Value |
|||||
Outstanding as of December 31, 2015
|
338,481
|
|
|
$
|
3.29
|
|
|
|
|
|
|
|
Granted
|
4,327
|
|
|
$
|
3.62
|
|
|
|
|
|
|
|
Exercised
|
(2,230
|
)
|
|
$
|
1.80
|
|
|
|
|
|
|
|
Forfeited, cancelled or expired
|
(6,295
|
)
|
|
$
|
4.72
|
|
|
|
|
|
|
|
Outstanding as of March 31, 2016
|
334,283
|
|
|
$
|
3.28
|
|
|
7.39
|
|
$
|
226,265
|
|
Exercisable as of March 31, 2016
|
116,131
|
|
|
$
|
2.43
|
|
|
5.52
|
|
$
|
176,113
|
|
|
Shares
|
|
Grant Date
Fair Value Per Share |
|||
Nonvested as of December 31, 2015
|
16,088
|
|
|
$
|
3.73
|
|
Granted
|
293
|
|
|
$
|
3.63
|
|
Vested
|
—
|
|
|
$
|
—
|
|
Forfeited
|
(113
|
)
|
|
$
|
3.68
|
|
Nonvested as of March 31, 2016
|
16,268
|
|
|
$
|
3.72
|
|
(13)
|
Commitments and Contingencies
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
Debt obligations
|
$
|
4,143
|
|
|
$
|
5,485
|
|
|
$
|
4,477
|
|
|
$
|
3,169
|
|
|
$
|
1,750,427
|
|
|
$
|
4,000,000
|
|
|
$
|
5,767,701
|
|
Cash interest payments
|
223,735
|
|
|
300,417
|
|
|
300,286
|
|
|
300,187
|
|
|
280,788
|
|
|
736,188
|
|
|
2,141,601
|
|
|||||||
Satellite and transmission
|
7,092
|
|
|
3,193
|
|
|
4,204
|
|
|
4,184
|
|
|
3,882
|
|
|
8,998
|
|
|
31,553
|
|
|||||||
Programming and content
|
170,946
|
|
|
226,718
|
|
|
205,084
|
|
|
187,907
|
|
|
163,482
|
|
|
298,650
|
|
|
1,252,787
|
|
|||||||
Marketing and distribution
|
16,042
|
|
|
13,878
|
|
|
12,444
|
|
|
10,130
|
|
|
4,646
|
|
|
4,600
|
|
|
61,740
|
|
|||||||
Satellite incentive payments
|
9,421
|
|
|
13,296
|
|
|
14,302
|
|
|
10,652
|
|
|
7,918
|
|
|
35,609
|
|
|
91,198
|
|
|||||||
Operating lease obligations
|
32,399
|
|
|
43,967
|
|
|
42,578
|
|
|
38,110
|
|
|
35,577
|
|
|
179,603
|
|
|
372,234
|
|
|||||||
Other
|
80,231
|
|
|
21,129
|
|
|
6,771
|
|
|
702
|
|
|
360
|
|
|
40
|
|
|
109,233
|
|
|||||||
Total
(1)
|
$
|
544,009
|
|
|
$
|
628,083
|
|
|
$
|
590,146
|
|
|
$
|
555,041
|
|
|
$
|
2,247,080
|
|
|
$
|
5,263,688
|
|
|
$
|
9,828,047
|
|
(1)
|
The table does not include our reserve for uncertain tax positions, which at
March 31, 2016
totaled
$4,281
, as the specific timing of any cash payments cannot be projected with reasonable certainty.
|
(14)
|
Income Taxes
|
(15)
|
Subsequent Events
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
we face substantial competition and that competition is likely to increase over time;
|
•
|
our ability to attract and retain subscribers in the future is uncertain;
|
•
|
consumer protection laws and their enforcement could damage our business;
|
•
|
the unfavorable outcome of pending or future litigation;
|
•
|
the market for music rights is changing and is subject to significant uncertainties;
|
•
|
our business depends in large part upon the auto industry;
|
•
|
general economic conditions can affect our business;
|
•
|
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;
|
•
|
other existing or future government laws and regulations could harm our business;
|
•
|
failure of our satellites would significantly damage our business;
|
•
|
interruption or failure of our information technology and communications systems could negatively impact our results and our brand;
|
•
|
we may not realize the benefits of acquisitions or other strategic initiatives;
|
•
|
rapid technological and industry changes could adversely impact our services;
|
•
|
failure of third parties to perform could adversely affect our business;
|
•
|
our service may experience harmful interference from new and existing wireless operations;
|
•
|
failure to comply with FCC requirements could damage our business;
|
•
|
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 revolving credit facility contains certain covenants that restrict our current and future operations;
|
•
|
our studios, terrestrial repeater networks, satellite uplink facilities or other ground facilities could be damaged by natural catastrophes or terrorist activities;
|
•
|
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;
|
•
|
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; and
|
•
|
our business may be impaired by third-party intellectual property rights.
|
|
Unaudited
|
|
|
|
|
|||||||||
|
For the Three Months Ended March 31,
|
|
2016 vs 2015 Change
|
|||||||||||
|
2016
|
|
2015
|
|
Amount
|
|
%
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Subscriber revenue
|
$
|
1,009,682
|
|
|
$
|
911,470
|
|
|
$
|
98,212
|
|
|
11
|
%
|
Advertising revenue
|
31,541
|
|
|
26,873
|
|
|
4,668
|
|
|
17
|
%
|
|||
Equipment revenue
|
27,121
|
|
|
24,841
|
|
|
2,280
|
|
|
9
|
%
|
|||
Other revenue
|
132,666
|
|
|
117,806
|
|
|
14,860
|
|
|
13
|
%
|
|||
Total revenue
|
1,201,010
|
|
|
1,080,990
|
|
|
120,020
|
|
|
11
|
%
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|||||||
Cost of services:
|
|
|
|
|
|
|
|
|||||||
Revenue share and royalties
|
251,744
|
|
|
212,978
|
|
|
38,766
|
|
|
18
|
%
|
|||
Programming and content
|
85,100
|
|
|
71,146
|
|
|
13,954
|
|
|
20
|
%
|
|||
Customer service and billing
|
96,867
|
|
|
92,097
|
|
|
4,770
|
|
|
5
|
%
|
|||
Satellite and transmission
|
23,538
|
|
|
21,304
|
|
|
2,234
|
|
|
10
|
%
|
|||
Cost of equipment
|
9,779
|
|
|
8,845
|
|
|
934
|
|
|
11
|
%
|
|||
Subscriber acquisition costs
|
132,449
|
|
|
122,260
|
|
|
10,189
|
|
|
8
|
%
|
|||
Sales and marketing
|
88,726
|
|
|
78,744
|
|
|
9,982
|
|
|
13
|
%
|
|||
Engineering, design and development
|
19,441
|
|
|
14,960
|
|
|
4,481
|
|
|
30
|
%
|
|||
General and administrative
|
77,505
|
|
|
79,823
|
|
|
(2,318
|
)
|
|
(3
|
)%
|
|||
Depreciation and amortization
|
67,627
|
|
|
65,027
|
|
|
2,600
|
|
|
4
|
%
|
|||
Total operating expenses
|
852,776
|
|
|
767,184
|
|
|
85,592
|
|
|
11
|
%
|
|||
Income from operations
|
348,234
|
|
|
313,806
|
|
|
34,428
|
|
|
11
|
%
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
|||||||
Interest expense
|
(78,400
|
)
|
|
(69,908
|
)
|
|
(8,492
|
)
|
|
(12
|
)%
|
|||
Other income
|
10,848
|
|
|
723
|
|
|
10,125
|
|
|
1,400
|
%
|
|||
Total other expense
|
(67,552
|
)
|
|
(69,185
|
)
|
|
1,633
|
|
|
2
|
%
|
|||
Income before income taxes
|
280,682
|
|
|
244,621
|
|
|
36,061
|
|
|
15
|
%
|
|||
Income tax expense
|
(109,343
|
)
|
|
(138,929
|
)
|
|
29,586
|
|
|
21
|
%
|
|||
Net income
|
$
|
171,339
|
|
|
$
|
105,692
|
|
|
$
|
65,647
|
|
|
62
|
%
|
|
Unaudited
|
||||||
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Self-pay subscribers
|
24,636
|
|
|
22,917
|
|
||
Paid promotional subscribers
|
5,423
|
|
|
4,826
|
|
||
Ending subscribers
(a)
|
30,059
|
|
|
27,742
|
|
||
Self-pay subscribers
|
348
|
|
|
394
|
|
||
Paid promotional subscribers
|
117
|
|
|
37
|
|
||
Net additions
|
465
|
|
|
431
|
|
||
Daily weighted average number of subscribers
|
29,767
|
|
|
27,406
|
|
||
Average self-pay monthly churn
|
1.9
|
%
|
|
1.8
|
%
|
||
New vehicle consumer conversion rate
|
38
|
%
|
|
40
|
%
|
||
|
|
|
|
||||
ARPU
|
$
|
12.66
|
|
|
$
|
12.26
|
|
SAC, per installation
|
$
|
34
|
|
|
$
|
33
|
|
Customer service and billing expenses, per average subscriber
|
$
|
1.01
|
|
|
$
|
1.01
|
|
Free cash flow
|
$
|
328,217
|
|
|
$
|
276,232
|
|
Adjusted EBITDA
|
$
|
441,367
|
|
|
$
|
399,227
|
|
(a)
|
Amounts may not sum as a result of rounding.
|
|
Unaudited
|
|
|
||||||||
|
For the Three Months Ended March 31,
|
|
|
||||||||
|
2016
|
|
2015
|
|
2016 vs 2015
|
||||||
Net cash provided by operating activities
|
$
|
362,186
|
|
|
$
|
310,029
|
|
|
$
|
52,157
|
|
Net cash used in investing activities
|
(33,969
|
)
|
|
(33,797
|
)
|
|
(172
|
)
|
|||
Net cash (used in) provided by financing activities
|
(338,103
|
)
|
|
58,087
|
|
|
(396,190
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(9,886
|
)
|
|
334,319
|
|
|
(344,205
|
)
|
|||
Cash and cash equivalents at beginning of period
|
111,838
|
|
|
147,724
|
|
|
(35,886
|
)
|
|||
Cash and cash equivalents at end of period
|
$
|
101,952
|
|
|
$
|
482,043
|
|
|
$
|
(380,091
|
)
|
|
Unaudited
|
||||||
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Net income:
|
$
|
171,339
|
|
|
$
|
105,692
|
|
Add back items excluded from Adjusted EBITDA:
|
|
|
|
|
|
||
Purchase price accounting adjustments:
|
|
|
|
|
|
||
Revenues
|
1,813
|
|
|
1,813
|
|
||
Operating expenses
|
—
|
|
|
(836
|
)
|
||
Share-based payment expense
|
23,693
|
|
|
19,417
|
|
||
Depreciation and amortization
|
67,627
|
|
|
65,027
|
|
||
Interest expense
|
78,400
|
|
|
69,908
|
|
||
Other income
|
(10,848
|
)
|
|
(723
|
)
|
||
Income tax expense
|
109,343
|
|
|
138,929
|
|
||
Adjusted EBITDA
|
$
|
441,367
|
|
|
$
|
399,227
|
|
|
Unaudited
|
||||||
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Subscriber revenue, excluding connected vehicle
|
$
|
984,984
|
|
|
$
|
888,381
|
|
Add: advertising revenue
|
31,541
|
|
|
26,873
|
|
||
Add: other subscription-related revenue
|
114,071
|
|
|
92,654
|
|
||
|
$
|
1,130,596
|
|
|
$
|
1,007,908
|
|
Daily weighted average number of subscribers
|
29,767
|
|
|
27,406
|
|
||
ARPU
|
$
|
12.66
|
|
|
$
|
12.26
|
|
|
Unaudited
|
||||||
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Customer service and billing expenses, excluding connected vehicle
|
$
|
91,171
|
|
|
$
|
84,061
|
|
Less: share-based payment expense
|
(806
|
)
|
|
(695
|
)
|
||
|
$
|
90,365
|
|
|
$
|
83,366
|
|
Daily weighted average number of subscribers
|
29,767
|
|
|
27,406
|
|
||
Customer service and billing expenses, per average subscriber
|
$
|
1.01
|
|
|
$
|
1.01
|
|
|
Unaudited
|
||||||
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Cash Flow information
|
|
|
|
|
|
||
Net cash provided by operating activities
|
$
|
362,186
|
|
|
$
|
310,029
|
|
Net cash used in investing activities
|
$
|
(33,969
|
)
|
|
$
|
(33,797
|
)
|
Net cash (used in) provided by financing activities
|
$
|
(338,103
|
)
|
|
$
|
58,087
|
|
Free Cash Flow
|
|
|
|
|
|
||
Net cash provided by operating activities
|
$
|
362,186
|
|
|
$
|
310,029
|
|
Additions to property and equipment
|
(30,171
|
)
|
|
(29,831
|
)
|
||
Purchases of restricted and other investments
|
(3,798
|
)
|
|
(3,966
|
)
|
||
Free cash flow
|
$
|
328,217
|
|
|
$
|
276,232
|
|
|
Unaudited
|
||||||
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Subscriber acquisition costs
|
$
|
132,449
|
|
|
$
|
122,260
|
|
Less: margin from direct sales of radios and accessories
|
(17,342
|
)
|
|
(15,996
|
)
|
||
|
$
|
115,107
|
|
|
$
|
106,264
|
|
Installations
|
3,430
|
|
|
3,221
|
|
||
SAC, per installation
|
$
|
34
|
|
|
$
|
33
|
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid Per Share (a)
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (a)
|
||||||
January 1, 2016 - January 31, 2016
|
|
51,883,478
|
|
|
$
|
3.74
|
|
|
51,883,478
|
|
|
$
|
1,504,733,481
|
|
February 1, 2016 - February 29, 2016
|
|
65,582,001
|
|
|
$
|
3.55
|
|
|
65,582,001
|
|
|
$
|
1,272,124,003
|
|
March 1, 2016 - March 31, 2016
|
|
41,500,000
|
|
|
$
|
3.90
|
|
|
41,500,000
|
|
|
$
|
1,110,380,603
|
|
Total
|
|
158,965,479
|
|
|
$
|
3.70
|
|
|
158,965,479
|
|
|
|
(a)
|
These amounts include fees and commissions associated with the shares repurchased.
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
OTHER INFORMATION
|
ITEM 6.
|
EXHIBITS
|
SIRIUS XM HOLDINGS INC.
|
||
|
|
|
By:
|
|
/s/ D
AVID
J. F
REAR
|
|
|
David J. Frear
|
|
|
Senior Executive Vice President and
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
Exhibit
|
|
Description
|
||
|
|
|
||
10.1*
|
|
Amendment to the Employment Agreement between Sirius XM Radio Inc. and James A. Cady, dated as of February 23, 2016 (filed herewith).
|
||
|
|
|
||
31.1
|
|
Certificate of James E. Meyer, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
|
||
|
|
|
||
31.2
|
|
Certificate of David J. Frear, Senior Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
|
||
|
|
|
||
32.1
|
|
Certificate of James E. Meyer, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
|
||
|
|
|
||
32.2
|
|
Certificate of David J. Frear, Senior Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
|
||
|
|
|
||
101.1
|
|
The following financial information from our Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Statements of Comprehensive Income (Unaudited) for the three months ended March 31, 2016 and 2015; (ii) Consolidated Balance Sheets as of March 31, 2016 (Unaudited) and December 31, 2015; (iii) Consolidated Statements of Stockholders’ (Deficit) Equity for the three months ended March 31, 2016 (Unaudited); (iv) Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31, 2016 and 2015; and (v) Notes to Consolidated Financial Statements (Unaudited).
|
Sincerely,
|
|
|
|
/s/ Dara. F. Altman
|
Dara F. Altman
|
Executive Vice President and
|
Chief Administrative Officer
|
/s/ James A. Cady
|
JAMES A. CADY
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2016
of Sirius XM Holdings Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
By:
|
|
/s/ J
AMES
E. M
EYER
|
|
|
James E. Meyer
Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2016
of Sirius XM Holdings Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
By:
|
|
/s/ D
AVID
J. F
REAR
|
|
|
David J. Frear
Senior Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
|
/s/ J
AMES
E. M
EYER
|
|
|
James E. Meyer
Chief Executive Officer
(Principal Executive Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
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/s/ D
AVID
J. F
REAR
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David J. Frear
Senior Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
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