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This Annual Report presents information for Sirius XM Holdings Inc. (“Holdings”) and also contains the financial
results of Sirius XM Radio Inc. (“Sirius XM”) on a combined basis. The terms “we,” “us,” “our,” and “our company” as used
herein and unless otherwise stated or indicated by context, refer to Sirius XM Radio Inc. and its subsidiaries prior to the
corporate reorganization described below and to Sirius XM Holdings Inc. and its subsidiaries after such corporate
reorganization.
Special Note About Forward-Looking Statements
We have made various statements in this Annual Report that may constitute “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may also be made in our other
reports filed with or furnished to the SEC, in our press releases and in other documents. In addition, from time to time, we,
through our management, may make oral forward-looking statements. Forward-looking statements are subject to risks and
uncertainties, including those identified above, which could cause actual results to differ materially from such statements.
The words “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,”
“may,” “should,” “could,” “would,” “likely,” “projection,” “outlook” and similar expressions are intended to identify
forward-looking statements. We caution you that the risk factors described above are not exclusive. 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. 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, except as required by law.
Sirius XM Holdings Inc.
Effective November 15, 2013, we completed a corporate reorganization. As part of the reorganization, Holdings
replaced Sirius XM as our publicly held corporation and Sirius XM became a wholly-owned subsidiary of Holdings.
Holdings was incorporated in the State of Delaware on May 21, 2013. Holdings has no operations independent of its
subsidiary Sirius XM.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(All dollar amounts referenced in this section are in thousands, unless otherwise stated)
Executive Summary
We broadcast music, sports, entertainment, comedy, talk, news, traffic and weather channels, as well as infotainment
services, in the United States on a subscription fee basis through our two proprietary satellite radio systems. Subscribers can
also receive music and other channels, plus features such as SiriusXM On Demand and MySXM, over the Internet, including
through applications for mobile devices.
We have agreements with every major automaker (“OEMs”) to offer satellite radios in their vehicles from which we
acquire a majority of our subscribers. We also acquire subscribers through marketing to owners of factory-installed satellite
radios that are not currently subscribing to our services. Additionally, we distribute our satellite radios through retail
locations nationwide and through our website. Satellite radio services are also offered to customers of certain daily rental car
companies.
As of December 31, 2013, we had 25,559,310 subscribers of which 21,081,817 were self-pay subscribers and 4,477,493
were paid promotional subscribers. Our subscriber totals include subscribers under our regular pricing plans; discounted
pricing plans; subscribers that have prepaid, including payments either made or due from automakers for subscriptions
included in the sale or lease price of a vehicle; subscribers to our Internet services who do not also have satellite radio
subscriptions; and certain subscribers to our weather, traffic, data and Backseat TV services.
Our primary source of revenue is subscription fees, with most of our customers subscribing on an annual, semi-annual,
quarterly or monthly basis. We offer discounts for prepaid and longer term subscription plans as well as discounts for
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