SIRIUS XM HOLDINGS INC
For the period ended Mar 31, 2025. Filed May 1, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 1, 2025
SIRI$32.40-2.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-10-31.
0000908937-24-000028
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-01.
0000908937-25-000010
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 243 previous paragraphs and 243 current paragraphs.
107 unchanged; 100 reworded; 36 added; 35 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 8 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (36)
Current report
•our SiriusXM service has suffered a loss of subscribers and our Pandora ad-supported service has similarly experienced a loss of monthly active users;
Current report
Risks Relating to our SiriusXM Business:
Current report
•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;
Current report
•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;
Current report
•emerging industry trends may adversely impact our ability to generate revenue from advertising;
Current report
Risks Related to our Capital Structure:
Current report
Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this Quarterly Report on Form 10-Q and “Part I—Item 1A—Risk Factors” and “Part II—Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2024 Annual Report on Form 10-K, in each case as updated by the Company’s reports and filings with the SEC.
Current report
On September 6, 2024, Sirius XM Radio LLC, our wholly owned subsidiary, converted from a Delaware corporation to a Delaware limited liability company.
Current report
SiriusXM
Current report
The information contained in this Quarterly Report on Form 10-Q represents a combination of the historical information of SplitCo (now renamed Sirius XM Holdings Inc.) prior to the Merger Effective Time and Old Sirius.
Current report
SiriusXM Revenue
Current report
We anticipate a decline in subscriber revenues primarily driven by a reduction in the average number of subscribers.
Current report
For the three months ended March 31, 2025 and 2024, advertising revenue was $39 and $40, respectively, a decrease of 3%, or $1. This decline was primarily due to lower advertising demand for entertainment and comedy channels.
Current report
For the three months ended March 31, 2025 and 2024, other revenue was $31 and $30, respectively, an increase of 3%, or $1. The increase was driven by higher license fees, partially offset by lower royalty revenue from Sirius XM Canada.
Current report
We anticipate a decline in Pandora and Off-platform subscriber revenues primarily driven by a reduction in the average number of subscribers.
Current report
For the three months ended March 31, 2025 and 2024, Pandora and Off-platform advertising revenue was $355 and $362, respectively, a decrease of 2%, or $7. The decrease was primarily driven by reduced streaming demand, partially offset by revenue generated from podcasts.
Current report
Total Revenue for the three months ended March 31, 2025 and 2024 was $2,068 and $2,162, respectively, a decrease of 4%, or $94.
Current report
SiriusXM Cost of Services
Current report
For the three months ended March 31, 2025 and 2024, programming and content expenses were $137 and $140, respectively, a decrease of 2%, or $3, but increased as a percentage of total SiriusXM revenue. The decline in costs was driven by lower license fees.
Current report
We expect our SiriusXM programming and content expenses to remain relatively flat.
Current report
For the three months ended March 31, 2025 and 2024, customer service and billing expenses were $94 and $97, respectively, a decrease of 3%, or $3, but increased as a percentage of total SiriusXM revenue. The reduction was primarily driven by lower call center costs and bad debt expense; partially offset by higher data center expenses.
Current report
For the three months ended March 31, 2025 and 2024, transmission expenses were $42 and $50, respectively, a decrease of 16%, or $8, and decreased as a percentage of total SiriusXM revenue. The decrease was driven primarily by lower hosting costs associated with our streaming platform.
Current report
We expect our SiriusXM transmission expenses to increase due to higher wireless costs associated with more consumers using our 360L platform and additional satellite insurance.
Current report
For each of the three months ended March 31, 2025 and 2024, cost of equipment was $2, remaining unchanged in absolute terms but increased as a percentage of total SiriusXM revenue.
Current report
We expect our SiriusXM cost of equipment to remain relatively flat.
Current report
For each of the three months ended March 31, 2025 and 2024, revenue share and royalties were $308 but increased as a percentage of total Pandora and Off-platform revenue. The impact of reduced listener hours was offset by an increase in per play rates and podcast revenue share.
Current report
For the three months ended March 31, 2025 and 2024, Pandora and Off-Platform transmission expenses were $8 and $9, respectively, a decrease of 11%, or $1, and decreased as a percentage of total Pandora and Off-platform revenue. The relatively flat expense level reflects a decrease in bandwidth costs which were offset by slightly higher consulting costs.
Current report
For the three months ended March 31, 2025 and 2024, subscriber acquisition costs were $100 and $90, respectively, an increase of 11%, or $10, and increased as a percentage of total revenue. The increase was primarily driven by contractual changes with certain automakers.
Current report
For the three months ended March 31, 2025 and 2024, product and technology expenses were $73 and $86, respectively, a decrease of 15%, or $13, and decreased as a percentage of total revenue. The decrease was primarily driven by higher capitalized personnel-related costs as well as lower share-based payment expense.
Current report
We anticipate product and technology expenses to decline as we optimize our technology spend.
Current report
For the three months ended March 31, 2025 and 2024, general and administrative expenses were $122 and $124, respectively, a decrease of 2%, or $2, but increased as a percentage of total revenue. The decrease was primarily driven by certain state tax litigation recoveries as well as the elimination of Former Parent operating costs.
Current report
For the three months ended March 31, 2025 and 2024, impairment, restructuring and other costs were $48 and $32, respectively. During the three months ended March 31, 2025, we recorded charges of $20 associated with severance and other employee costs, $15 associated with restructuring costs and $13 related to the write-off of certain assets. During the three months ended March 31, 2024, we recorded costs associated with the Transactions of $19 and a charge of $12 primarily related to severance and other related costs.
Current report
Sirius XM
Current report
For the three months ended March 31, 2025 and 2024, SAC, per installation, was $18.86 and $12.50, respectively. The increase was driven by a transition to higher cost chipsets as well as contractual changes with certain automakers.
Current report
For the three months ended March 31, 2025 and 2024, RPM was $87.23 and $90.88, respectively. The decrease was driven by lower streaming demand and macroeconomic uncertainty.
Current report
For a discussion of our “Critical Accounting Policies and Estimates”, refer to “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material changes to our critical accounting policies and estimates since December 31, 2024.
Removed paragraphs (35)
Previous report
•we are migrating our billing system and payment processing function to a new service provider;
Previous report
•we may be adversely affected by the war in Ukraine.
Previous report
Risks Relating to our Sirius XM Business:
Previous report
•our Pandora ad-supported business has suffered a substantial and consistent loss of monthly active users, which may adversely affect our Pandora and Off-platform business;
Previous report
•we may not realize the potential benefits from the Transactions in the near term or at all;
Previous report
Sirius XM service is also available through an in-car user interface, called “360L,” that combines Sirius XM’s satellite and streaming services into a single, cohesive in-vehicle entertainment experience.
Previous report
Sirius XM Revenue
Previous report
We expect subscriber revenues to decrease due to a decline in average subscribers as well as the average price of our subscriptions.
Previous report
For the three months ended September 30, 2024 and 2023, advertising revenue was $41 and $42, respectively, a decrease of 2%, or $1. For the nine months ended September 30, 2024 and 2023, advertising revenue was $124 and $126, respectively, a decrease of 2%, or $2. Lower revenue from entertainment channels was partially offset by higher revenue earned on news channels.
Previous report
For each of the three months ended September 30, 2024 and 2023, other revenue was $33. For the nine months ended September 30, 2024 and 2023, other revenue was $93 and $99, respectively, a decrease of 6%, or $6. The decrease for the nine month period was driven by lower royalty revenue from Sirius XM Canada.
Previous report
We expect Pandora and Off-platform subscriber revenues to remain relatively flat as higher ARPU is anticipated to be offset by a lower subscriber base.
Previous report
For the three months ended September 30, 2024 and 2023, Pandora and Off-platform advertising revenue was $409 and $418, respectively, a decrease of 2%, or $9. For the nine months ended September 30, 2024 and 2023, Pandora and Off-platform advertising revenue was $1,171 and $1,152, respectively, an increase of 2%, or $19. The decrease for the three month period was driven by a number of factors, including lower streaming demand due to new supply entering the market. The increase for the nine month period was primarily driven by higher podcasting revenue and technology fees as well as higher sell-through on the Pandora ad-supported service, partially offset by the market factors described above.
Previous report
Total Revenuefor the three months ended September 30, 2024 and 2023 was $2,171 and $2,271, respectively, a decrease of 4%, or $100. Total Revenue for the nine months ended September 30, 2024 and 2023 was $6,511 and $6,665, respectively, a decrease of 2%, or $154.
Previous report
Sirius XM Cost of Services
Previous report
For the three months ended September 30, 2024 and 2023, programming and content expenses were $137 and $136, respectively, an increase of 1%, or $1, and increased as a percentage of total Sirius XM revenue. For the nine months ended September 30, 2024 and 2023, programming and content expenses were $412 and $407, respectively, an increase of 1%, or $5, and increased as a percentage of total Sirius XM revenue. The increases were driven by higher personnel-related costs.
Previous report
We expect our Sirius XM programming and content expenses to slightly increase due to higher license fees.
Previous report
For the three months ended September 30, 2024 and 2023, customer service and billing expenses were $91 and $96, respectively, a decrease of 5%, or $5, but increased as a percentage of total Sirius XM revenue. For the nine months ended September 30, 2024 and 2023, customer service and billing expenses were $276 and $300, respectively, a decrease of 8%, or $24, and decreased as a percentage of total Sirius XM revenue. The decreases were primarily driven by lower call center costs, transaction and payment processing fees, bad debt expense, and personnel-related costs.
Previous report
For the three months ended September 30, 2024 and 2023, transmission expenses were $48 and $44, respectively, an increase of 9%, or $4, and increased as a percentage of total Sirius XM revenue. For the nine months ended September 30, 2024 and 2023, transmission expenses were $147 and $126, respectively, an increase of 17%, or $21, and increased as a percentage of total Sirius XM revenue. The increases were primarily driven by higher hosting costs associated with our streaming platform as well as higher consulting costs.
Previous report
We expect our Sirius XM transmission expenses to fluctuate as rising costs associated with consumers using our new platforms are offset by investments in internet streaming.
Previous report
For the three months ended September 30, 2024 and 2023, cost of equipment was $2 and $3, respectively, a decrease of 33%, or $1, and decreased as a percentage of total Sirius XM revenue. For the nine months ended September 30, 2024 and 2023, cost of equipment was $7 and $10, respectively, a decrease of 30%, or $3, and decreased as a percentage of total Sirius XM revenue. The decreases were driven by fewer sales of satellite radios as well as related components and lower shipping costs.
Previous report
We expect our Sirius XM cost of equipment to decrease as sales of our satellite radios decline.
Previous report
For the three months ended September 30, 2024 and 2023, revenue share and royalties were $317 and $325, respectively, a decrease of 2%, or $8, and decreased as a percentage of total Pandora and Off-platform revenue. For the nine months ended September 30, 2024 and 2023, revenue share and royalties were $942 and $961, respectively, a decrease of 2%, or $19, and decreased as a percentage of total Pandora and Off-platform revenue. The decrease for the three month period was primarily due to lower sound recording royalties. The decrease for the nine month period was primarily due to lower revenue share related to podcasts.
Previous report
For the three months ended September 30, 2024 and 2023, transmission expenses were $9 and $10, respectively, a decrease of 10%, or $1, and decreased as a percentage of total Pandora and Off-platform revenue. For the nine months ended September 30, 2024 and 2023, transmission expenses were $25 and $27, respectively, a decrease of 7%, or $2, and decreased as a percentage of total Pandora and Off-platform revenue. The decreases were driven by lower bandwidth costs.
Previous report
For the three months ended September 30, 2024 and 2023, subscriber acquisition costs were $90 and $87, respectively, an increase of 3%, or $3, and increased as a percentage of total revenue. For the nine months ended September 30, 2024 and 2023, subscriber acquisition costs were $272 and $270, respectively, an increase of 1%, or $2, and increased as a percentage of total revenue. The increases were driven by contractual changes with certain automakers, partially offset by lower hardware subsidies driven by installations as well as lower commission and hardware subsidy rates.
Previous report
For the three months ended September 30, 2024 and 2023, engineering, design and development expenses were $68 and $72, respectively, a decrease of 6%, or $4, and decreased as a percentage of total revenue. For the nine months ended September 30, 2024 and 2023, engineering, design and development expenses were $224 and $234, respectively, a decrease of 4%, or $10, and decreased as a percentage of total revenue. The decreases were primarily driven by higher capitalized personnel-related costs, partially offset by higher cloud hosting costs.
Previous report
We anticipate engineering, design and development expenses to remain relatively flat.
Previous report
For the three months ended September 30, 2024 and 2023, general and administrative expenses were $138 and $139, respectively, a decrease of 1%, or $1, but increased as a percentage of total revenue. For the nine months ended September 30, 2024 and 2023, general and administrative expenses were $378 and $468, respectively, a decrease of 19%, or $90, and decreased as a percentage of total revenue. The decreases were primarily driven by lower legal costs resulting from litigation insurance recoveries and reduced legal reserves, including amounts associated with settlement of certain litigation matters of $24 during the three months ended June 30, 2023 as well as lower Former Parent operating costs.
Previous report
For the three months ended September 30, 2024 and 2023, impairment, restructuring and other costs were $3,388 and $6, respectively. For the nine months ended September 30, 2024 and 2023, impairment, restructuring and other costs were $3,441 and $56, respectively. During the three months ended September 30, 2024, we recorded impairment charges of $3,353 related to impairment of Goodwill and non-controlling investments, costs associated with the Transactions of $32 and a charge of $3 associated with severance and other restructuring costs. During the nine months ended September 30, 2024, we recorded impairment charges of $3,354 primarily related to impairment of Goodwill and non-controlling investments, costs associated with the Transactions of $68, and a charge of $19 associated with severance and other restructuring costs. During the three months ended September 30, 2023, we recorded restructuring costs of $5 and transaction costs of $1. During the nine months ended September 30, 2023, we recorded a charge of $31 primarily related to severance and other related costs, impairments primarily related to terminated software projects of $15, vacated office space impairments of $5, accrued expenses of $2 for which we will not recognize any future benefits, a cost-method investment impairment of $2, and costs related to the Transactions of $1.
Previous report
(2) Pandora and Off-platform self-pay subscriber net additions includes Cloud Cover net additions of 3 and 2 for the three months ended September 30, 2024 and 2023, respectively, and 10 and 6 for the nine months ended September 30, 2024 and 2023, respectively.
Previous report
For the three months ended September 30, 2024 and 2023, SAC, per installation, was $14.67 and $12.46, respectively. For the nine months ended September 30, 2024 and 2023, SAC, per installation, was $13.65 and $13.53, respectively. The increases were driven by a transition to higher cost chipsets, partially offset by a change in the mix of automakers including satellite radios in their vehicles.
Previous report
For the three months ended September 30, 2024 and 2023, net subscriber additions were (76) and (110), respectively. For the nine months ended September 30, 2024 and 2023, net subscriber additions were (178) and (92), respectively. The decrease in ending subscribers was driven by decreases in trial starts and lower retention due to certain price increases.
Previous report
For the three months ended September 30, 2024 and 2023, RPM was $104.50 and $104.33, respectively. For the nine months ended September 30, 2024 and 2023, RPM was $98.12 and $95.61, respectively. The increases were driven by growth in the demand for programmatic advertising.
Previous report
In connection with the Transactions, holders of the Exchangeable Notes have the right to require us to repurchase the Exchangeable Notes at a purchase price equal to the adjusted principal amount plus accrued and unpaid interest and any final period distribution. We expect to use the proceeds of the Incremental Term Loan to refinance the Exchangeable Notes.
Previous report
We did not repurchase any shares of common stock during the three and nine months ended September 30, 2024.
Previous report
For a discussion of our “Critical Accounting Policies and Estimates,” refer to “Management's Discussion and Analysis of Financial Condition and Results of Operations of New Sirius” in theprospectus filed with the Securities and Exchange Commission on July 23, 2024, which forms part of Liberty Sirius XM Holdings' Registration Statement on Form S-4 (File No. 333-276758), which Critical Accounting Policies and Estimates are incorporated by reference into this Quarterly Report on Form 10-Q.
Reworded paragraphs (100)
Previous wording
Because the risk factors referred to in Item 1A “Risk Factors” in Part II of this Quarterly Report on Form 10-Q could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any of these forward-looking statements. In addition, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which the statement is made, to reflect the occurrence of unanticipated events or otherwise, except as required by law. New factors emerge from time to time, and it is not possible for us to predict which will arise or to assess with any precision the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
Current wording
This Quarterly Report on Form 10-Q contains statements that may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. For example, these forward-looking statements may include, among other things, statements about our outlook and our future results of operations and financial condition; share repurchase plans; the impact of economic and market conditions; and the impact of recent acquisitions. Any statements about our beliefs, plans, objectives, expectations, assumptions, future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “intend,” “plan,” “projection” and “outlook” or the negative version of these words or phrases or other comparable words or phrases. Forward-looking statements are subject to risks and uncertainties, including those identified below, which could cause actual results to differ materially from such statements. Although we believe that our plans, intentions and expectations reflected in, or suggested by, such forward-looking statements are reasonable, we can give no assurance that such plans, intentions or expectations will be achieved. There may also be other risks that we are unable to predict at this time that may cause actual results to differ materially from those in forward-looking statements. New factors emerge from time to time, and it is not possible for us to predict which will arise or to assess with any precision the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update publicly or revise any forward-looking statements to reflect events or circumstances after the date on which the statement is made, to reflect the occurrence of unanticipated events or otherwise, except as required by law.
Previous wording
The following cautionary statements identify important factors that could cause our actual results to differ materially from those projected in forward-looking statements made in this Quarterly Report on Form 10-Q and in other reports and documents published by us from time to time. Any statements about our beliefs, plans, objectives, expectations, assumptions, future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “intend,” “plan,” “projection” and “outlook.” Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this Quarterly Report on Form 10-Q and in other reports and documents published by us from time to time, including the risk factors described under Item 1A “Risk Factors” in Part II of this Quarterly Report on Form 10-Q.
Current wording
Among the significant factors that could cause our actual results to differ materially from those expressed in the forward-looking statements are:
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•we face substantial competition and that competition is likely to increase over time;
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•we face substantial competition and that competition has increased over time;
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•we may not realize the benefits of acquisitions or other strategic investments and initiatives;
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•we may not realize the benefits of acquisitions or other strategic investments and initiatives; and
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•the impact of economic conditions may adversely affect our business, operating results, and financial condition; and
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•the impact of economic conditions may adversely affect our business, operating results, and financial condition;
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•a substantial number of our Sirius XM service subscribers periodically cancel their subscriptions and we cannot predict how successful we will be at retaining customers;
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•a substantial number of our SiriusXM service subscribers periodically cancel their subscriptions and we cannot predict how successful we will be at retaining customers;
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•our ability to profitably attract and retain subscribers to our Sirius XM service is uncertain;
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•our ability to profitably attract and retain new subscribers to our SiriusXM service is uncertain;
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•our Sirius XM service may experience harmful interference from wireless operations.
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•our SiriusXM service may experience harmful interference from wireless operations.
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•if we are unable to maintain revenue growth from our advertising products our results of operations will be adversely affected;
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•if we are unable to maintain our advertising revenue, our results of operations will be adversely affected;
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•we may face lawsuits, incur liability or suffer reputational harm as a result of content published or made available through our services.
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•we may face lawsuits, incur liability or suffer reputational harm as a result of content published or made available through our services; and
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•environmental, social and governance expectations and related reporting obligations may expose us to potential liabilities, increased costs, reputational harm, and other adverse effects; and
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•environmental, social and governance expectations and related reporting obligations may expose us to potential liabilities, increased costs, reputational harm and other adverse effects.
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•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;
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•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
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•some of our services and technologies may use “open source” software, which may restrict how we use or distribute our services or require that we release the source code subject to those licenses; and
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•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.
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•while we currently pay a quarterly cash dividend to holders of our common stock, we may change our dividend policy at any time; and
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•while we currently pay a quarterly cash dividend to holders of our common stock, we may change our dividend policy at any time;
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•our holding company structure could restrict access to funds of its subsidiaries that may be needed to pay third party obligations;
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•our holding company structure could restrict access to funds of our subsidiaries that may be needed to pay third party obligations;
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•on a standalone basis and on a consolidated basis, we have significant indebtedness, and our subsidiaries’ debt contains certain covenants that restrict its operations; and
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•we have significant indebtedness, and our subsidiaries’ debt contains certain covenants that restrict their operations; and
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•our ability to incur additional indebtedness to fund our operations could be limited, which could negatively impact its operations.
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•our ability to incur additional indebtedness to fund our operations could be limited, which could negatively impact our operations.
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•we may be a target of securities class action and derivative lawsuits in connection with the Transactions;
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•we may be harmed by securities class actions and derivative lawsuits in connection with the Transactions;
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•we have overlapping directors with Liberty Media, which may lead to conflicting interests;
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•we have directors associated with Liberty Media, which may lead to conflicting interests; and
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•we may be exposed to liabilities that other entertainment service providers would not customarily be subject to;
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•we may be exposed to liabilities that other entertainment service providers would not customarily be subject to; and
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Sirius XM Holdings Inc., the reporting company under this Quarterly Report on Form 10-Q, is the product of a series of transactions that closed after market close Monday, September 9, 2024.
Current wording
Sirius XM Holdings Inc., the reporting company under this Quarterly Report on Form 10-Q, is the product of a series of transactions that closed on Monday, September 9, 2024.
Previous wording
Following the Split-Off, on September 9, 2024 at 6:00 p.m., New York City time (the “Merger Effective Time”), a wholly owned subsidiary of SplitCo merged with and into Sirius XM Holdings Inc. (“Old Sirius”), with Old Sirius surviving the merger as a wholly owned subsidiary of New Sirius (the “Merger” and together with the Split-Off, the “Transactions”). Upon consummation of the Merger, each share of common stock of Old Sirius, par value $0.001 per share, issued and outstanding immediately prior to the Merger Effective Time (other than shares owned by New Sirius and its subsidiaries) was converted into one-tenth (0.1) of a share of SplitCo common stock, with cash being paid to entitled record holders of Old Sirius common stock in lieu of any fractional shares of common stock of SplitCo.
Current wording
Following the Split-Off, on September 9, 2024 at 6:00 p.m., New York City time (the “Merger Effective Time”), a wholly owned subsidiary of SplitCo merged with and into Sirius XM Holdings Inc. (“Old Sirius”), with Old Sirius surviving the merger as a wholly owned subsidiary of SplitCo (the “Merger” and together with the Split-Off, the “Transactions”). Upon consummation of the Merger, each share of common stock of Old Sirius, par value $0.001 per share, issued and outstanding immediately prior to the Merger Effective Time (other than shares owned by SplitCo and its subsidiaries) was converted into one-tenth (0.1) of a share of SplitCo common stock, with cash being paid to entitled record holders of Old Sirius common stock in lieu of any fractional shares of common stock of SplitCo.
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We operate two complementary audio entertainment businesses -one of which it refers to as “Sirius XM” and the second of which it refers to as “Pandora and Off-platform”.
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We operate two complementary audio entertainment businesses -one of which it refers to as “SiriusXM” and the second of which it refers to as “Pandora and Off-platform”.
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The Sirius XM business features music, sports, entertainment, comedy, talk and news channels and other content, as well as podcasts and infotainment services, in the United States on a subscription fee basis. Sirius XM's packages include live, curated and certain exclusive and on demand programming. The Sirius XM service is distributed through Sirius XM’s two proprietary satellite radio systems and streamed via applications for mobile devices, home devices and other consumer electronic equipment. Satellite radios are primarily distributed through automakers, retailers and Sirius XM’s website. The
Current wording
Our SiriusXM business features a wide range of content, including, music, sports, entertainment, comedy, talk and news channels, podcasts and infotainment services, all available in the United States on a subscription fee basis. SiriusXM's content bundles include live, curated, hosted and certain exclusive and on-demand programming. The SiriusXM service is distributed through our two proprietary satellite radio systems and streamed via applications for mobile devices, home devices and other consumer electronic equipment. Satellite radios are primarily distributed through automakers, retailers and SiriusXM’s website. Additionally, our user interface, “360L,” integrates satellite and streaming services into a seamless in-vehicle entertainment experience.
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The primary source of revenue from the Sirius XM business is subscription fees, with most of its customers subscribing to monthly or annual plans. Sirius XM also derives revenue from advertising on select non-music channels, which is sold under the SiriusXM Media brand, direct sales of our satellite radios and accessories, and other ancillary services. As of September 30, 2024, the Sirius XM business had approximately 33.2 million subscribers.
Current wording
The primary source of revenue from the SiriusXM business is subscription fees, with most of its customers subscribing to monthly or annual plans. Additional revenue streams include advertising on select non-music channels, direct sales of radios and accessories, and other ancillary services. As of March 31, 2025, the SiriusXM business had approximately 32.9 million subscribers.
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In addition to the audio entertainment businesses, Sirius XM provides connected vehicle services to several automakers. These services are designed to enhance the safety, security and driving experience of consumers. Sirius XM also offers a suite of data services that includes graphical weather and fuel prices, a traffic information service, and real-time weather services in boats and airplanes.
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In addition to the audio entertainment businesses, we provide connected vehicle services to several automakers. These services are designed to enhance the safety, security and driving experience of consumers. We also offer a suite of data services that includes graphical weather and fuel prices, a traffic information service and real-time weather services in boats and airplanes.
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The Pandora and Off-platform business operates a music, comedy and podcast streaming discovery platform, offering a personalized experience for each listener wherever and whenever they want to listen, whether through mobile devices, vehicle speakers or connected devices. Pandora enables listeners to create personalized stations and playlists, discover new content, hear artist- and expert-curated playlists, podcasts as well as search and play songs and albums on-demand. Pandora is available as (1) an ad-supported radio service, (2) a radio subscription service (Pandora Plus) and (3) an on-demand subscription service (Pandora Premium). As of September 30, 2024, Pandora had approximately 43.7 million monthly active users and 5.9 million subscribers.
Current wording
Our Pandora and Off-platform business operates a music, comedy and podcast streaming platform, offering a personalized experience for each listener wherever and whenever they want to listen, whether through mobile devices, car speakers or connected devices. Pandora enables listeners to create personalized stations and playlists, discover new content, hear artist- and expert-curated playlists and podcasts as well as search and play songs and albums on-demand. Pandora is available as (1) an ad-supported radio service, (2) a radio subscription service (Pandora Plus) and (3) an on-demand subscription service (Pandora Premium). As of March 31, 2025, Pandora had approximately 42.4 million monthly active users and 5.7 million subscribers.
Previous wording
The majority of revenue from Pandora is generated from advertising on Pandora's ad-supported radio service which is sold under the SiriusXM Media brand. Pandora also derives subscription revenue from its Pandora Plus and Pandora Premium subscribers.
Current wording
The majority of revenue from Pandora is generated from advertising on Pandora's ad-supported radio service. Pandora also derives subscription revenue from its Pandora Plus and Pandora Premium subscribers. Our Pandora and Off-platform business also sells advertising on other audio platforms and in widely distributed podcasts, which we consider to be off-platform services.
Previous wording
Sirius XM also sells advertising on other audio platforms and in widely distributed podcasts, which it considers to be off-platform services. Sirius XM has an arrangement with SoundCloud Holdings, LLC (“SoundCloud”) to be its exclusive ad sales representative in the US and certain European countries and offer advertisers the ability to execute campaigns across the Pandora and SoundCloud platforms. It also has arrangements to serve as the ad sales representative for certain podcasts. In addition, through AdsWizz Inc., Sirius XM provides a comprehensive digital audio and programmatic advertising technology platform, which connects audio publishers and advertisers with a variety of ad insertion, campaign trafficking, yield optimization, programmatic buying, marketplace and podcast monetization solutions.
Current wording
Sirius XM also sells advertising on other audio platforms and in widely-distributed podcasts, which it considers to be off-platform services. Sirius XM has an arrangement with SoundCloud Holdings, LLC (“SoundCloud”) to be its exclusive ad sales representative in the U.S. and certain European countries and offer advertisers the ability to execute campaigns across the Pandora and SoundCloud platforms. It also has arrangements to serve as the ad sales representative for certain podcasts. In addition, through AdsWizz Inc., Sirius XM provides a comprehensive digital audio and programmatic advertising technology platform, which connects audio publishers and advertisers with a variety of ad insertion, campaign trafficking, yield optimization, programmatic buying, marketplace and podcast monetization solutions.
Previous wording
Set forth below are our results of operations for the three and nine months ended September 30, 2024 compared with the three and nine months ended September 30, 2023. The results of operations are presented for each of our reporting segments for revenue and cost of services and on a consolidated basis for all other items.
Current wording
Set forth below are our results of operations for the three months ended March 31, 2025 compared with the three months ended March 31, 2024. The results of operations are presented for each of our reporting segments for revenue and cost of services and on a consolidated basis for all other items.
Previous wording
Sirius XM Subscriber Revenue includes fees charged for self-pay and paid promotional subscriptions, U.S. Music Royalty Fees and other ancillary fees.
Current wording
SiriusXM Subscriber Revenue includes fees charged for self-pay and paid promotional subscriptions, U.S. Music Royalty Fees and other ancillary fees.
Previous wording
For the three months ended September 30, 2024 and 2023, subscriber revenue was $1,510 and $1,597, respectively, a decrease of 5%, or $87. For the nine months ended September 30, 2024 and 2023, subscriber revenue was $4,576 and $4,757, respectively, a decrease of 4%, or $181. The decreases were primarily driven by a reduction in self-pay revenue resulting from a decline in average subscribers as well as a lower ARPU driven by an increase in subscribers on self-pay promotional and streaming-only self-pay subscription plans and a reduction in paid promotional revenue.
Current wording
For the three months ended March 31, 2025 and 2024, subscriber revenue was $1,470 and $1,547, respectively, a decrease of 5%, or $77. The decrease was primarily attributed to a reduction in self-pay revenue resulting from a decline in the average number of subscribers as well as lower Average Revenue Per User (“ARPU”). The lower ARPU was driven by an increase in subscribers on self-pay promotional plans, partially offset by rate increases on certain self-pay plans.
Previous wording
Sirius XM Advertising Revenue includes the sale of advertising on Sirius XM’s non-music channels.
Current wording
SiriusXM Advertising Revenue includes the sale of advertising on Sirius XM’s non-music channels.
Previous wording
We expect our Sirius XM advertising revenue to increase as we continue to promote our brand and as a result of co-selling initiatives among our brands and platforms.
Current wording
We expect our SiriusXM advertising revenue to grow as we continue to promote our brand and leverage co-selling initiatives across our brands and platforms.
Previous wording
Sirius XM Equipment Revenue includes revenue and royalties from the sale of satellite radios, components and accessories.
Current wording
SiriusXM Equipment Revenue includes revenue and royalties from the sale of satellite radios, components and accessories.
Previous wording
For the three months ended September 30, 2024 and 2023, equipment revenue was $43 and $49, respectively, a decrease of 12%, or $6. For the nine months ended September 30, 2024 and 2023, equipment revenue was $140 and $142, respectively, a decrease of 1%, or $2. The decreases were driven by a transition to higher cost next generation chipsets. For the nine month period, the decrease was partially offset by increased chipset production.
Current wording
For the three months ended March 31, 2025 and 2024, equipment revenue was $41 and $50, respectively, a decrease of 18%, or $9. The decrease was driven by a transition to higher cost next generation chipsets and lower chipset production.
Previous wording
We expect equipment revenue to remain flat as higher costs associated with the transition to our next generation chipset are anticipated to offset increased production.
Current wording
We expect equipment revenue to remain flat as higher costs associated with the transition to our next generation chipset are projected to offset the benefits of increased production. In addition, if the imposition of tariffs by the United States government causes automakers to decrease production, we would expect equipment revenue to decline.
Previous wording
Sirius XM Other Revenue includes service and advisory revenue from Sirius XM Canada, revenue from our connected vehicle services, and ancillary revenues.
Current wording
SiriusXM Other Revenue includes service and advisory revenue from Sirius XM Canada, revenue from our connected vehicle services and ancillary revenues.
Previous wording
We expect other revenue to continue to decrease primarily due to lower revenue from our connected vehicle services.
Current wording
We expect other revenue to decrease primarily due to the impact of foreign exchange volatility from Sirius XM Canada.
Previous wording
For the three months ended September 30, 2024 and 2023, Pandora and Off-platform subscriber revenue was $135 and $132, respectively, an increase of 2%, or $3. For the nine months ended September 30, 2024 and 2023, Pandora and Off-platform subscriber revenue was $407 and $389, respectively, an increase of 5%, or $18. The positive results were driven by rate increases on Pandora subscription plans, partially offset by a decline in the subscriber base.
Current wording
For the three months ended March 31, 2025 and 2024, Pandora and Off-platform subscriber revenue was $132 and $133, respectively, a decrease of 1%, or $1. The decrease was driven by a decline in the subscriber base, partially offset by rate increases on Pandora subscription plans.
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Previous report — wording carried elsewhere
The following discussion and analysis provides information concerning our results of operations and financial condition. This discussion should be read in conjunction with our accompanying unaudited consolidated financial statements and the notes thereto and our audited combined financial statements for the year ended December 31, 2023 in the Registration Statement.