NEW YORK, Oct. 24, 2013 /PRNewswire/ -- Sirius XM Radio (NASDAQ: SIRI) today announced third quarter 2013 financial and operating results, including record revenue of $962 million, up 11% from the third quarter 2012 revenue of $867 million. Net income for the third quarter of 2013 and 2012 was $63 million and $75 million, respectively, including losses on extinguishment of debt of $108 million and $107 million, respectively. Earnings per fully-diluted share were $0.01 each in the third quarter of 2013 and 2012.

(Logo: http://photos.prnewswire.com/prnh/20101014/NY82093LOGO )

Income before income taxes was $124 million in the third quarter 2013, an increase of 128% from $54 million in the third quarter of 2012. Adjusted EBITDA for the third quarter of 2013 reached a record $296 million, up 21% from $245 million in the third quarter of 2012.

"SiriusXM had a great quarter, with the 513,000 net subscriber additions and the 373,000 self-pay net additions setting post-merger records for the third quarter. We also saw double-digit growth in revenue for the seventh consecutive quarter, a new quarterly record for adjusted EBITDA and adjusted EBITDA margin, and significant growth in free cash flow. With continued growth in new automobile sales and an increasing number of existing self-pay subscribers selling their cars and rotating back into our trial funnel, we are increasing our guidance for net subscriber additions and reducing our guidance for self pay subscriber additions by equal amounts. We are also pleased to increase revenue guidance for 2013 and introduce new guidance for continued growth in 2014 in both revenue and adjusted EBITDA," noted Jim Meyer, Chief Executive Officer, SiriusXM.

"We are proud of all we accomplished in the third quarter: strong operating results, significant improvements in our balance sheet, renewals of important long-term programming contracts, and the announced acquisition of the connected vehicle unit of Agero," added Meyer.

Additional highlights of the third quarter include:


    --  Subscribers Reach Approximately 25.6 Million.  Net subscriber additions
        in the quarter were 513,000, up from 446,000 in the third quarter of
        2012.  The total paid subscriber base reached a record 25.6 million, up
        9% from the prior-year period.  Self-pay net subscriber additions were
        373,000, while the self-pay subscriber base reached a record high of
        20.7 million, up 9% from the prior year period. Total paid and unpaid
        trials grew by 247,000 from the second quarter of 2013 to 6.9 million.
    --  Adjusted EBITDA and Adjusted EBITDA Margin Achieve New Record Highs. 
        Adjusted EBITDA climbed 21% from last year's third quarter to a record
        quarterly figure of $296 million, and those results were accompanied by
        a record adjusted EBITDA margin of nearly 31%.
    --  Free Cash Flow Climbs 26% in the Third Quarter.  Free cash flow in the
        third quarter of 2013 was $245 million, up 26% from $195 million in the
        third quarter of 2012. Free cash flow per fully-diluted share was 3.9
        cents in the third quarter, up 31% from the third quarter of 2012.  For
        the first nine months of the year, free cash flow climbed 42% to $624
        million, and free cash flow per fully-diluted share was 9.7 cents, an
        increase of 51% over the same period in 2012.

"We have taken significant steps over the past year to improve our balance sheet, lowering our average cost of debt from 9.2% last summer to just 5.5% following the redemption of the 7.625% Senior Notes due 2018. The new debt we have issued gives our Company greater flexibility to pursue capital returns and other strategic opportunities," said David Frear, SiriusXM's Executive Vice President and Chief Financial Officer.

"During the third quarter, we repurchased approximately 124 million shares of our common stock for $459 million, bringing our year-to-date purchases to approximately 477 million shares for approximately $1.6 billion. We have approximately $2.4 billion remaining under our recently increased share repurchase authorization, and we anticipate using $500 million of this authorization to repurchase shares directly from Liberty Media in three installments beginning next month. At the end of the third quarter, and pro forma for the announced redemption of the 7.625% Senior Notes due 2018, our outstanding debt was a very conservative 3.0x trailing adjusted EBITDA," added Frear.

2013 AND 2014 GUIDANCE

The Company today increased its expectation for 2013 total net subscriber growth and revenue, reduced its estimate for 2013 self-pay net subscriber growth, and reiterated its existing guidance for adjusted EBITDA and free cash flow.


    --  Total net subscriber additions of approximately 1.6 million, up from
        previous guidance of 1.5 million,
    --  Self-pay net subscriber additions of approximately 1.5 million, down
        from previous guidance of approximately 1.6 million,
    --  Revenue of approximately $3.77 billion, up from previous guidance of
        over $3.7 billion,
    --  Adjusted EBITDA of approximately $1.14 billion, and
    --  Free cash flow of approximately $915 million.

The Company also provided initial guidance for 2014 revenue and adjusted EBITDA:


    --  Revenue of over $4.0 billion, and
    --  Adjusted EBITDA of approximately $1.38 billion.

THIRD QUARTER 2013 RESULTS




                                               SIRIUS XM RADIO INC. AND SUBSIDIARIES

                                          CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                                                            (UNAUDITED)


                                                                                          For the Three Months Ended September 30,       For the Nine Months Ended September 30,
                                                                                          ----------------------------------------       ---------------------------------------

     (in thousands, except per share data)                                                                                         2013                                          2012        2013        2012
                                                                                                                                   ----                                          ----        ----        ----


     Revenue:

     Subscriber revenue                                                                                                        $834,053                                      $757,672  $2,432,113  $2,188,199

     Advertising revenue                                                                                                         21,918                                        20,426      63,886      59,881

     Equipment revenue                                                                                                           17,989                                        17,813      54,588      51,183

     Other revenue                                                                                                               87,549                                        71,449     248,430     210,362
                                                                                                                                 ------                                        ------     -------     -------

     Total revenue                                                                                                              961,509                                       867,360   2,799,017   2,509,625

     Operating expenses:

     Cost of services:

     Revenue share and royalties                                                                                                162,627                                       141,834     467,017     409,371

     Programming and content                                                                                                     72,322                                        69,938     217,313     205,203

     Customer service and billing                                                                                                76,322                                        77,768     237,006     212,635

     Satellite and transmission                                                                                                  19,853                                        18,319      59,041      53,980

     Cost of equipment                                                                                                            5,340                                         6,345      17,809      19,301

     Subscriber acquisition costs                                                                                               125,457                                       112,418     371,560     348,014

     Sales and marketing                                                                                                         75,638                                        60,676     209,594     176,457

     Engineering, design and development                                                                                         13,007                                        13,507      42,901      32,468

     General and administrative                                                                                                  67,881                                        68,235     184,613     193,786

     Depreciation and amortization                                                                                               58,533                                        66,571     192,966     199,481

     Total operating expenses                                                                                                   676,980                                       635,611   1,999,820   1,850,696
                                                                                                                                -------                                       -------   ---------   ---------

     Income from operations                                                                                                     284,529                                       231,749     799,197     658,929

     Other income (expense):

     Interest expense, net of amounts capitalized                                                                               (54,629)                                      (70,035)   (150,531)   (219,777)

     Loss on extinguishment of debt and credit facilities, net                                                                 (107,971)                                     (107,105)   (124,348)   (132,726)

     Interest and investment income (loss)                                                                                        1,716                                          (321)      3,648      (3,192)

     Other income (loss)                                                                                                            407                                           113         909        (637)

     Total other expense                                                                                                       (160,477)                                     (177,348)   (270,322)   (356,332)
                                                                                                                               --------                                      --------    --------    --------

     Income before income taxes                                                                                                 124,052                                        54,401     528,875     302,597

     Income tax (expense) benefit                                                                                               (61,158)                                       20,113    (216,857)  3,013,860

     Net income                                                                                                                 $62,894                                       $74,514    $312,018  $3,316,457
                                                                                                                                =======                                       =======    ========  ==========

     Foreign currency translation adjustment, net of tax                                                                            (11)                                            -        (292)        (38)

     Total comprehensive income                                                                                                 $62,883                                       $74,514    $311,726  $3,316,419
                                                                                                                                =======                                       =======    ========  ==========

     Net income per common share:

     Basic                                                                                                                        $0.01                                         $0.01       $0.05       $0.52
                                                                                                                                  =====                                         =====       =====       =====

     Diluted                                                                                                                      $0.01                                         $0.01       $0.05       $0.49
                                                                                                                                  =====                                         =====       =====       =====

     Weighted average common shares outstanding:

     Basic                                                                                                                    6,184,216                                     4,034,122   6,265,981   3,870,031
                                                                                                                              =========                                     =========   =========   =========

     Diluted                                                                                                                  6,287,353                                     6,577,654   6,446,082   6,848,230
                                                                                                                              =========                                     =========   =========   =========




                                                                                                         SIRIUS XM RADIO INC. AND SUBSIDIARIES

                                                                                                              CONSOLIDATED BALANCE SHEETS

                                                                                                                                                                                               September 30, 2013             December 31, 2012
                                                                                                                                                                                               ------------------             -----------------

     (in thousands, except share and per share data)                                                                                                                                              (Unaudited)

                                                                                                                         ASSETS

     Current assets:

     Cash and cash equivalents                                                                                                                                                                                      $716,784                      $520,945

     Accounts receivable, net                                                                                                                                                                                        102,778                       106,142

     Receivables from distributors                                                                                                                                                                                    80,819                       104,425

     Inventory, net                                                                                                                                                                                                   14,242                        25,337

     Prepaid expenses                                                                                                                                                                                                130,794                       122,157

     Related party current assets                                                                                                                                                                                     11,141                        13,167

     Deferred tax asset                                                                                                                                                                                              887,182                       923,972

     Other current assets                                                                                                                                                                                              7,525                        12,037
                                                                                                                                                                                                                       -----                        ------

          Total current assets                                                                                                                                                                                     1,951,265                     1,828,182

     Property and equipment, net                                                                                                                                                                                   1,542,887                     1,571,922

     Long-term restricted investments                                                                                                                                                                                  5,718                         3,999

     Deferred financing fees, net                                                                                                                                                                                     29,377                        38,677

     Intangible assets, net                                                                                                                                                                                        2,482,367                     2,519,610

     Goodwill                                                                                                                                                                                                      1,815,365                     1,815,365

     Related party long-term assets                                                                                                                                                                                   29,385                        44,954

     Long-term deferred tax asset                                                                                                                                                                                  1,036,708                     1,219,256

     Other long-term assets                                                                                                                                                                                           13,240                        12,878

          Total assets                                                                                                                                                                                            $8,906,312                    $9,054,843
                                                                                                                                                                                                                  ==========                    ==========

                                                                                                          LIABILITIES AND STOCKHOLDERS' EQUITY

     Current liabilities:

     Accounts payable and accrued expenses                                                                                                                                                                          $528,173                      $587,652

     Accrued interest                                                                                                                                                                                                 53,918                        33,954

     Current portion of deferred revenue                                                                                                                                                                           1,522,513                     1,474,138

     Current portion of deferred credit on executory contracts                                                                                                                                                         3,904                       207,854

     Current maturities of long-term debt                                                                                                                                                                            489,492                         4,234

     Current maturities of long-term related party debt                                                                                                                                                               49,383                             -

     Related party current liabilities                                                                                                                                                                                 6,121                         6,756
                                                                                                                                                                                                                       -----                         -----

     Total current liabilities                                                                                                                                                                                     2,653,504                     2,314,588

     Deferred revenue                                                                                                                                                                                                145,656                       159,501

     Deferred credit on executory contracts                                                                                                                                                                            2,339                         5,175

     Long-term debt                                                                                                                                                                                                3,161,372                     2,222,080

     Long-term related party debt                                                                                                                                                                                     10,948                       208,906

     Related party long-term liabilities                                                                                                                                                                              16,884                        18,966

     Other long-term liabilities                                                                                                                                                                                      80,941                        86,062

     Total liabilities                                                                                                                                                                                             6,071,644                     5,015,278
                                                                                                                                                                                                                   ---------                     ---------


     Stockholders' equity:

     Preferred stock, par value $0.001; 50,000,000 authorized at September 30, 2013 and December 31, 2012:

               Convertible perpetual preferred stock, series B-1 (liquidation preference of $0.001 per share); 0 and                                                                                                       -                             6

               6,250,100 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively

     Common stock, par value $0.001; 9,000,000,000 shares authorized; 6,134,596,655 and 5,262,440,085 shares issued and outstanding, at September 30, 2013 and December 31, 2012, respectively                         6,135                         5,263

     Accumulated other comprehensive (loss) income, net of tax                                                                                                                                                          (172)                          120

     Additional paid-in capital                                                                                                                                                                                    8,828,077                    10,345,566

     Accumulated deficit                                                                                                                                                                                          (5,999,372)                   (6,311,390)
                                                                                                                                                                                                                  ----------                    ----------

     Total stockholders' equity                                                                                                                                                                                    2,834,668                     4,039,565
                                                                                                                                                                                                                   ---------                     ---------

     Total liabilities and stockholders' equity                                                                                                                                                                   $8,906,312                    $9,054,843
                                                                                                                                                                                                                  ==========                    ==========



                                                                                  SIRIUS XM RADIO INC. AND SUBSIDIARIES

                                                                                  CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                               (UNAUDITED)

                                                                                                                        For the Nine Months Ended September 30,
                                                                                                                        ---------------------------------------

    (in thousands)                                                                                                                       2013                         2012
                                                                                                                                         ----                         ----

    Cash flows from operating activities:

    Net income                                                                                                                       $312,018                   $3,316,457

    Adjustments to reconcile net income to net cash provided by operating activities:

         Depreciation and amortization                                                                                                192,966                      199,481

         Non-cash interest expense, net of amortization of premium                                                                     16,506                       30,786

         Provision for doubtful accounts                                                                                               28,571                       24,953

         Amortization of deferred income related to equity method investment                                                           (2,082)                      (2,082)

         Loss on extinguishment of debt and credit facilities, net                                                                    124,348                      132,726

         (Gain) loss on unconsolidated entity investments, net                                                                         (2,831)                       4,014

         Dividend received from unconsolidated entity investment                                                                       17,707                            -

         Loss on disposal of assets                                                                                                       128                          567

         Share-based payment expense                                                                                                   49,774                       46,361

         Deferred income taxes                                                                                                        219,184                   (3,017,021)

         Other non-cash purchase price adjustments                                                                                   (206,786)                    (220,336)

         Changes in operating assets and liabilities:

              Accounts receivable                                                                                                     (25,207)                     (26,211)

              Receivables from distributors                                                                                            23,606                       (2,956)

              Inventory                                                                                                                11,095                          888

              Related party assets                                                                                                      2,077                        6,905

              Prepaid expenses and other current assets                                                                                (6,665)                     (26,367)

              Other long-term assets                                                                                                     (363)                      24,454

              Accounts payable and accrued expenses                                                                                   (58,680)                     (27,384)

              Accrued interest                                                                                                         19,964                       (5,940)

              Deferred revenue                                                                                                         34,530                       52,777

              Related party liabilities                                                                                                  (635)                      (1,314)

              Other long-term liabilities                                                                                              (4,968)                       2,774

                Net cash provided by operating activities                                                                             744,257                      513,532
                                                                                                                                      -------                      -------


    Cash flows from investing activities:

    Additions to property and equipment                                                                                              (118,235)                     (73,546)

    Purchases of restricted and other investments                                                                                      (1,719)                           -

                      Net cash used in investing activities                                                                          (119,954)                     (73,546)
                                                                                                                                     --------                      -------


    Cash flows from financing activities:

    Proceeds from exercise of stock options                                                                                            21,819                       89,250

    Taxes paid in lieu of shares issued for stock-based compensation                                                                  (27,913)                           -

    Proceeds from long-term borrowings and revolving credit facility, net of costs                                                  2,532,137                      393,687

    Payment of premiums on redemption of debt                                                                                        (116,410)                    (100,615)

    Repayment of long-term borrowings and revolving credit facility                                                                (1,085,737)                    (914,028)

    Repayment of related party long-term borrowings                                                                                  (150,000)                    (126,000)

    Common stock repurchased and retired                                                                                           (1,602,360)                           -

                      Net cash used in financing activities                                                                          (428,464)                    (657,706)
                                                                                                                                     --------                     --------

    Net increase (decrease) in cash and cash equivalents                                                                              195,839                     (217,720)

    Cash and cash equivalents at beginning of period                                                                                  520,945                      773,990

    Cash and cash equivalents at end of period                                                                                       $716,784                     $556,270
                                                                                                                                     ========                     ========

Subscriber Data and Operating Metrics

The following table contains subscriber data and key operating metrics for the three and nine months ended September 30, 2013 and 2012, respectively:




                                                                         Unaudited
                                                                         ---------

                                                  For the Three Months Ended September 30,        For the Nine Months Ended September 30,
                                                  ----------------------------------------        ---------------------------------------

                                                                                            2013                                            2012        2013        2012
                                                                                            ----                                            ----        ----        ----


     Beginning subscribers                                                            25,068,988                                      22,919,462  23,900,336  21,892,824

     Gross subscriber additions                                                        2,561,175                                       2,421,586   7,726,577   7,064,282

     Deactivated subscribers                                                          (2,048,097)                                     (1,975,665) (6,044,847) (5,591,723)

     Net additions                                                                       513,078                                         445,921   1,681,730   1,472,559
                                                                                         -------                                         -------   ---------   ---------

     Ending subscribers                                                               25,582,066                                      23,365,383  25,582,066  23,365,383
                                                                                      ==========                                      ==========  ==========  ==========


     Self-pay                                                                         20,670,333                                      19,041,519  20,670,333  19,041,519

     Paid promotional                                                                  4,911,733                                       4,323,864   4,911,733   4,323,864

     Ending subscribers                                                               25,582,066                                      23,365,383  25,582,066  23,365,383
                                                                                      ==========                                      ==========  ==========  ==========


     Self-pay                                                                            372,597                                         370,553   1,100,059   1,132,777

     Paid promotional                                                                    140,481                                          75,368     581,671     339,782

     Net additions                                                                       513,078                                         445,921   1,681,730   1,472,559
                                                                                         =======                                         =======   =========   =========


     Daily weighted average number of subscribers                                     25,267,241                                      23,008,693  24,646,938  22,519,544
                                                                                      ==========                                      ==========  ==========  ==========


     Average self-pay monthly churn                                                          1.8%                                            2.0%        1.8%        1.9%
                                                                                             ===                                             ===         ===         ===


     New vehicle consumer conversion rate                                                     44%                                             44%         44%         45%
                                                                                             ===                                             ===         ===         ===


     ARPU                                                                                 $12.29                                          $12.14      $12.21      $11.96

     SAC, per gross subscriber addition                                                      $52                                             $51         $52         $55

Glossary

Adjusted EBITDA - EBITDA is defined as net income before interest and investment income (loss); interest expense, net of amounts capitalized; income tax expense and depreciation and amortization. We adjust EBITDA to remove the impact of other income and expense, loss on extinguishment of debt as well as certain other charges discussed below. This measure is one of the primary Non-GAAP financial measures on which we (i) evaluate the performance of our businesses, (ii) base our internal budgets and (iii) compensate management. Adjusted EBITDA is a Non-GAAP financial performance measure that excludes (if applicable): (i) certain adjustments as a result of the purchase price accounting for the merger of Sirius and XM, (ii) depreciation and amortization and (iii) share-based payment expense. The purchase price accounting adjustments include: (i) the elimination of deferred revenue associated with the investment in XM Canada, (ii) recognition of deferred subscriber revenues not recognized in purchase price accounting, and (iii) elimination of the benefit of deferred credits on executory contracts, which are primarily attributable to third party arrangements with an OEM and programming providers. We believe adjusted EBITDA is a useful measure of the underlying trend of our operating performance, which provides useful information about our business apart from the costs associated with our physical plant, capital structure and purchase price accounting. We believe investors find this Non-GAAP financial measure useful when analyzing our results and comparing our operating performance to the performance of other communications, entertainment and media companies. We believe investors use current and projected adjusted EBITDA to estimate our current and prospective enterprise value and to make investment decisions. Because we fund and build-out our satellite radio system through the periodic raising and expenditure of large amounts of capital, our results of operations reflect significant charges for depreciation expense. The exclusion of depreciation and amortization expense is useful given significant variation in depreciation and amortization expense that can result from the potential variations in estimated useful lives, all of which can vary widely across different industries or among companies within the same industry. We also believe the exclusion of share-based payment expense is useful given the significant variation in expense that can result from changes in the fair value as determined using the Black-Scholes-Merton model which varies based on assumptions used for the expected life, expected stock price volatility and risk-free interest rates.

Adjusted EBITDA has certain limitations in that it does not take into account the impact to our statements of comprehensive income of certain expenses, including share-based payment expense and certain purchase price accounting for the merger of Sirius and XM. We endeavor to compensate for the limitations of the Non-GAAP measure presented by also providing the comparable GAAP measure with equal or greater prominence and descriptions of the reconciling items, including quantifying such items, to derive the Non-GAAP measure. Investors that wish to compare and evaluate our operating results after giving effect for these costs, should refer to net income as disclosed in our consolidated statements of comprehensive income. Since adjusted EBITDA is a Non-GAAP financial performance measure, our calculation of adjusted EBITDA may be susceptible to varying calculations; may not be comparable to other similarly titled measures of other companies; and should not be considered in isolation, as a substitute for, or superior to measures of financial performance prepared in accordance with GAAP. The reconciliation of net income to the adjusted EBITDA is calculated as follows (in thousands):




                                                                                            Unaudited
                                                                                            ---------

                                                                      For the Three Months Ended September 30,      For the Nine Months Ended September 30,
                                                                      ----------------------------------------      ---------------------------------------

                                                                                                              2013                                          2012      2013        2012
                                                                                                              ----                                          ----      ----        ----


     Net income (GAAP):                                                                                    $62,894                                       $74,514  $312,018  $3,316,457

     Add back items excluded from Adjusted EBITDA:

     Purchase price accounting adjustments:

          Revenues                                                                                           1,813                                         1,854     5,438       5,599

          Operating expenses                                                                               (68,895)                                      (73,049) (206,786)   (220,497)

     Share-based payment expense (GAAP)                                                                     19,762                                        17,492    49,774      46,361

     Depreciation and amortization (GAAP)                                                                   58,533                                        66,571   192,966     199,481

     Interest expense, net of amounts capitalized (GAAP)                                                    54,629                                        70,035   150,531     219,777

     Loss on extinguishment of debt and credit facilities, net (GAAP)                                      107,971                                       107,105   124,348     132,726

     Interest and investment (income) loss (GAAP)                                                           (1,716)                                          321    (3,648)      3,192

     Other (income) loss (GAAP)                                                                               (407)                                         (113)     (909)        637

     Income tax expense (benefit) (GAAP)                                                                    61,158                                       (20,113)  216,857  (3,013,860)

     Adjusted EBITDA                                                                                      $295,742                                      $244,617  $840,589    $689,873
                                                                                                          ========                                      ========  ========    ========

Adjusted Revenues and Operating Expenses - We define this Non-GAAP financial measure as our actual revenues and operating expenses adjusted to exclude the impact of certain purchase price accounting adjustments and share-based payment expense. We use this Non-GAAP financial measure to manage our business, set operational goals and as a basis for determining performance-based compensation for our employees. The following tables reconcile our actual revenues and operating expenses to our adjusted revenues and operating expenses for the three and nine months ended September 30, 2013 and 2012:




                                                                                                                           Unaudited For the Three Months Ended September 30, 2013
                                                                                                                           -------------------------------------------------------

     (in thousands)                                                                                                                       As Reported                              Purchase Price Accounting Adjustments      Allocation of Share-based Payment Expense    Adjusted
                                                                                                                                          -----------                              -------------------------------------      -----------------------------------------    --------


     Revenue:

     Subscriber revenue                                                                                                                                        $834,053                         $                           -               $                           -           $834,053

     Advertising revenue                                                                                                                                         21,918                                                     -                                           -             21,918

     Equipment revenue                                                                                                                                           17,989                                                     -                                           -             17,989

     Other revenue                                                                                                                                               87,549                                                 1,813                                           -             89,362

     Total revenue                                                                                                                                             $961,509                                                $1,813               $                           -           $963,322
                                                                                                                                                               ========                                                ======               =============================           ========

     Operating expenses

     Cost of services:

          Revenue share and royalties                                                                                                                          $162,627                                               $41,942               $                           -           $204,569

          Programming and content                                                                                                                                72,322                                                 2,008                                      (2,232)            72,098

          Customer service and billing                                                                                                                           76,322                                                     -                                        (647)            75,675

          Satellite and transmission                                                                                                                             19,853                                                     -                                      (1,076)            18,777

          Cost of equipment                                                                                                                                       5,340                                                     -                                           -              5,340

     Subscriber acquisition costs                                                                                                                               125,457                                                20,342                                           -            145,799

     Sales and marketing                                                                                                                                         75,638                                                 4,603                                      (3,871)            76,370

     Engineering, design and development                                                                                                                         13,007                                                     -                                      (2,177)            10,830

     General and administrative                                                                                                                                  67,881                                                     -                                      (9,759)            58,122

     Depreciation and amortization (a)                                                                                                                           58,533                                                     -                                           -             58,533

     Share-based payment expense                                                                                                                                      -                                                     -                                      19,762             19,762

     Total operating expenses                                                                                                                                  $676,980                                               $68,895               $                           -           $745,875
                                                                                                                                                               ========                                               =======               =============================           ========


      (a) Purchase price accounting adjustments included above exclude the incremental depreciation and amortization
      associated with the $785,000 stepped up basis in property, equipment and intangible assets as a result of the merger
      of Sirius and XM. The increased depreciation and amortization for the three months ended September 30, 2013 was
      $12,000.



                                                                                                                           Unaudited For the Three Months Ended September 30, 2012
                                                                                                                           -------------------------------------------------------

     (in thousands)                                                                                                                       As Reported                              Purchase Price Accounting Adjustments      Allocation of Share-based Payment Expense    Adjusted
                                                                                                                                          -----------                              -------------------------------------      -----------------------------------------    --------


     Revenue:

     Subscriber revenue                                                                                                                                        $757,672                                                   $41               $                           -           $757,713

     Advertising revenue                                                                                                                                         20,426                                                     -                                           -             20,426

     Equipment revenue                                                                                                                                           17,813                                                     -                                           -             17,813

     Other revenue                                                                                                                                               71,449                                                 1,813                                           -             73,262

     Total revenue                                                                                                                                             $867,360                                                $1,854               $                           -           $869,214
                                                                                                                                                               ========                                                ======               =============================           ========

     Operating expenses

     Cost of services:

          Revenue share and royalties                                                                                                                          $141,834                                               $37,199               $                           -           $179,033

          Programming and content                                                                                                                                69,938                                                10,431                                      (1,736)            78,633

          Customer service and billing                                                                                                                           77,768                                                     -                                        (512)            77,256

          Satellite and transmission                                                                                                                             18,319                                                     -                                        (938)            17,381

          Cost of equipment                                                                                                                                       6,345                                                     -                                           -              6,345

     Subscriber acquisition costs                                                                                                                               112,418                                                21,712                                           -            134,130

     Sales and marketing                                                                                                                                         60,676                                                 3,707                                      (2,931)            61,452

     Engineering, design and development                                                                                                                         13,507                                                     -                                      (1,753)            11,754

     General and administrative                                                                                                                                  68,235                                                     -                                      (9,622)            58,613

     Depreciation and amortization (a)                                                                                                                           66,571                                                     -                                           -             66,571

     Share-based payment expense                                                                                                                                      -                                                     -                                      17,492             17,492

     Total operating expenses                                                                                                                                  $635,611                                               $73,049               $                           -           $708,660
                                                                                                                                                               ========                                               =======               =============================           ========


      (a) Purchase price accounting adjustments included above exclude the incremental depreciation and amortization
      associated with the $785,000 stepped up basis in property, equipment and intangible assets as a result of the merger
      of Sirius and XM. The increased depreciation and amortization for the three months ended September 30, 2012 was
      $13,000.



                                                                                                                           Unaudited For the Nine Months Ended September 30, 2013
                                                                                                                           ------------------------------------------------------

     (in thousands)                                                                                                                       As Reported                             Purchase Price Accounting Adjustments      Allocation of Share-based Payment Expense    Adjusted
                                                                                                                                          -----------                             -------------------------------------      -----------------------------------------    --------


     Revenue:

     Subscriber revenue                                                                                                                                      $2,432,113                        $                           -               $                           -           $2,432,113

     Advertising revenue                                                                                                                                         63,886                                                    -                                           -               63,886

     Equipment revenue                                                                                                                                           54,588                                                    -                                           -               54,588

     Other revenue                                                                                                                                              248,430                                                5,438                                           -              253,868

     Total revenue                                                                                                                                           $2,799,017                                               $5,438               $                           -           $2,804,455
                                                                                                                                                             ==========                                               ======               =============================           ==========

     Operating expenses

     Cost of services:

          Revenue share and royalties                                                                                                                          $467,017                                             $122,534               $                           -             $589,551

          Programming and content                                                                                                                               217,313                                                6,965                                      (5,513)             218,765

          Customer service and billing                                                                                                                          237,006                                                    -                                      (1,628)             235,378

          Satellite and transmission                                                                                                                             59,041                                                    -                                      (2,753)              56,288

          Cost of equipment                                                                                                                                      17,809                                                    -                                           -               17,809

     Subscriber acquisition costs                                                                                                                               371,560                                               64,365                                           -              435,925

     Sales and marketing                                                                                                                                        209,594                                               12,922                                     (10,114)             212,402

     Engineering, design and development                                                                                                                         42,901                                                    -                                      (5,458)              37,443

     General and administrative                                                                                                                                 184,613                                                    -                                     (24,308)             160,305

     Depreciation and amortization (a)                                                                                                                          192,966                                                    -                                           -              192,966

     Share-based payment expense                                                                                                                                      -                                                    -                                      49,774               49,774

     Total operating expenses                                                                                                                                $1,999,820                                             $206,786               $                           -           $2,206,606
                                                                                                                                                             ==========                                             ========               =============================           ==========


      (a) Purchase price accounting adjustments included above exclude the incremental depreciation and amortization
      associated with the $785,000 stepped up basis in property, equipment and intangible assets as a result of the merger
      of Sirius and XM. The increased depreciation and amortization for the nine months ended September 30, 2013 was
      $37,000.



                                                                                                                        Unaudited For the Nine Months Ended September 30, 2012
                                                                                                                        ------------------------------------------------------

     (in thousands)                                                                                                                    As Reported                             Purchase Price Accounting Adjustments     Allocation of Share-based Payment Expense   Adjusted
                                                                                                                                       -----------                             -------------------------------------     -----------------------------------------   --------


     Revenue:

     Subscriber revenue                                                                                                                                  $2,188,199                                                 $161                $                         -           $2,188,360

     Advertising revenue                                                                                                                                     59,881                                                    -                                          -               59,881

     Equipment revenue                                                                                                                                       51,183                                                    -                                          -               51,183

     Other revenue                                                                                                                                          210,362                                                5,438                                          -              215,800

     Total revenue                                                                                                                                       $2,509,625                                               $5,599                $                         -           $2,515,224
                                                                                                                                                         ==========                                               ======                ===========================           ==========

     Operating expenses

     Cost of services:

          Revenue share and royalties                                                                                                                      $409,371                                             $108,069                $                         -             $517,440

          Programming and content                                                                                                                           205,203                                               32,565                                     (4,342)             233,426

          Customer service and billing                                                                                                                      212,635                                                    -                                     (1,327)             211,308

          Satellite and transmission                                                                                                                         53,980                                                    -                                     (2,411)              51,569

          Cost of equipment                                                                                                                                  19,301                                                    -                                          -               19,301

     Subscriber acquisition costs                                                                                                                           348,014                                               69,328                                          -              417,342

     Sales and marketing                                                                                                                                    176,457                                               10,535                                     (7,343)             179,649

     Engineering, design and development                                                                                                                     32,468                                                    -                                     (4,467)              28,001

     General and administrative                                                                                                                             193,786                                                    -                                    (26,471)             167,315

     Depreciation and amortization (a)                                                                                                                      199,481                                                    -                                          -              199,481

     Share-based payment expense                                                                                                                                  -                                                    -                                     46,361               46,361

     Total operating expenses                                                                                                                            $1,850,696                                             $220,497                $                         -           $2,071,193
                                                                                                                                                         ==========                                             ========                ===========================           ==========


      (a) Purchase price accounting adjustments included above exclude the incremental depreciation and amortization
      associated with the $785,000 stepped up basis in property, equipment and intangible assets as a result of the
      merger of Sirius and XM. The increased depreciation and amortization for the nine months ended September 30, 2012
      was $41,000.

ARPU - is derived from total earned subscriber revenue, advertising revenue and other subscription-related revenue, net of purchase price accounting adjustments, divided by the number of months in the period, divided by the daily weighted average number of subscribers for the period. Other subscription-related revenue includes the U.S. Music Royalty Fee. Purchase price accounting adjustments include the recognition of deferred subscriber revenues not recognized in purchase price accounting associated with the merger of Sirius and XM. ARPU is calculated as follows (in thousands, except for subscriber and per subscriber amounts):




                                                                          Unaudited
                                                                          ---------

                                                    For the Three Months Ended September 30,      For the Nine Months Ended September 30,
                                                    ----------------------------------------      ---------------------------------------

                                                                                             2013                                        2012       2013       2012
                                                                                             ----                                        ----       ----       ----


     Subscriber revenue (GAAP)                                                           $834,053                                    $757,672 $2,432,113 $2,188,199

     Add: advertising revenue (GAAP)                                                       21,918                                      20,426     63,886     59,881

     Add: other subscription-related revenue (GAAP)                                        75,999                                      60,095    211,784    176,569

     Add: purchase price accounting adjustments                                                 -                                          41          -        161

                                                                                         $931,970                                    $838,234 $2,707,783 $2,424,810
                                                                                         ========                                    ======== ========== ==========


     Daily weighted average number of subscribers                                      25,267,241                                  23,008,693 24,646,938 22,519,544
                                                                                       ==========                                  ========== ========== ==========


     ARPU                                                                                  $12.29                                      $12.14     $12.21     $11.96
                                                                                           ======                                      ======     ======     ======

Average self-pay monthly churn - is defined as the monthly average of self-pay deactivations for the period divided by the average number of self-pay subscribers for the period.

Customer service and billing expenses, per average subscriber - is derived from total customer service and billing expenses, excluding share-based payment expense, divided by the number of months in the period, divided by the daily weighted average number of subscribers for the period. We believe the exclusion of share-based payment expense in our calculation of customer service and billing expenses, per average subscriber, is useful given the significant variation in expense that can result from changes in the fair market value of our common stock, the effect of which is unrelated to the operational conditions that give rise to variations in the components of our customer service and billing expenses. Customer service and billing expenses, per average subscriber, is calculated as follows (in thousands, except for subscriber and per subscriber amounts):




                                                                                         Unaudited
                                                                                         ---------

                                                                   For the Three Months Ended September 30,      For the Nine Months Ended September 30,
                                                                   ----------------------------------------      ---------------------------------------

                                                                                                           2013                                          2012        2013        2012
                                                                                                           ----                                          ----        ----        ----


     Customer service and billing expenses (GAAP)                                                       $76,322                                       $77,768    $237,006    $212,635

     Less: share-based payment expense                                                                     (647)                                         (512)     (1,628)     (1,327)

                                                                                                        $75,675                                       $77,256    $235,378    $211,308
                                                                                                        =======                                       =======    ========    ========


     Daily weighted average number of subscribers                                                    25,267,241                                    23,008,693  24,646,938  22,519,544
                                                                                                     ==========                                    ==========  ==========  ==========


     Customer service and billing expenses, per average subscriber                                        $1.00                                         $1.12       $1.06       $1.04
                                                                                                          =====                                         =====       =====       =====

Free cash flow - is derived from cash flow provided by operating activities, capital expenditures and restricted and other investment activity. The calculations for free cash flow and free cash flow per fully-diluted share are as follows (in thousands, except per share data):




                                                                              Unaudited
                                                                              ---------

                                                        For the Three Months Ended September 30,       For the Nine Months Ended September 30,
                                                        ----------------------------------------       ---------------------------------------

                                                                                                 2013                                          2012       2013       2012
                                                                                                 ----                                          ----       ----       ----

     Cash Flow information

     Net cash provided by operating activities                                               $302,236                                      $219,809   $744,257   $513,532

     Net cash used in investing activities                                                   $(56,974)                                     $(24,602) $(119,954)  $(73,546)

     Net cash used in financing activities                                                  $(180,247)                                    $(507,267) $(428,464) $(657,706)

     Free Cash Flow

     Net cash provided by operating activities                                               $302,236                                      $219,809   $744,257   $513,532

     Additions to property and equipment                                                      (55,255)                                      (24,602)  (118,235)   (73,546)

     Purchases of restricted and other investments                                             (1,719)                                            -     (1,719)         -

     Free cash flow                                                                          $245,262                                      $195,207   $624,303   $439,986
                                                                                             ========                                      ========   ========   ========


     Diluted weighted average common shares outstanding                                     6,287,353                                     6,577,654  6,446,082  6,848,230
                                                                                            =========                                     =========  =========  =========


     Free cash flow per fully-diluted share                                                     $0.04                                         $0.03      $0.10      $0.06
                                                                                                =====                                         =====      =====      =====

New vehicle consumer conversion rate - is defined as the percentage of owners and lessees of new vehicles that receive our service and convert to become self-paying subscribers after the initial promotion period. At the time satellite radio enabled vehicles are sold or leased, the owners or lessees generally receive trial subscriptions ranging from three to twelve months. Promotional periods generally include the period of trial service plus 30 days to handle the receipt and processing of payments. We measure conversion rate three months after the period in which the trial service ends. The metric excludes rental and fleet vehicles.

Subscriber acquisition cost, per gross subscriber addition - or SAC, per gross subscriber addition, is derived from subscriber acquisition costs and margins from the sale of radios and accessories, excluding purchase price accounting adjustments, divided by the number of gross subscriber additions for the period. Purchase price accounting adjustments associated with the merger of Sirius and XM include the elimination of the benefit of amortization of deferred credits on executory contracts recognized at the merger date attributable to an OEM. SAC, per gross subscriber addition, is calculated as follows (in thousands, except for subscriber and per subscriber amounts):




                                                                                           Unaudited
                                                                                           ---------

                                                                     For the Three Months Ended September 30,       For the Nine Months Ended September 30,
                                                                     ----------------------------------------       ---------------------------------------

                                                                                                              2013                                          2012       2013       2012
                                                                                                              ----                                          ----       ----       ----


     Subscriber acquisition costs (GAAP)                                                                  $125,457                                      $112,418   $371,560   $348,014

     Less: margin from direct sales of radios and accessories (GAAP)                                       (12,649)                                      (11,468)   (36,779)   (31,882)

     Add: purchase price accounting adjustments                                                             20,342                                        21,712     64,365     69,328

                                                                                                          $133,150                                      $122,662   $399,146   $385,460
                                                                                                          ========                                      ========   ========   ========


     Gross subscriber additions                                                                          2,561,175                                     2,421,586  7,726,577  7,064,282
                                                                                                         =========                                     =========  =========  =========


     SAC, per gross subscriber addition                                                                        $52                                           $51        $52        $55
                                                                                                               ===                                           ===        ===        ===

About Sirius XM Radio

Sirius XM Radio Inc. is the world's largest radio broadcaster measured by revenue and has 25.6 million subscribers. SiriusXM creates and broadcasts commercial-free music; premier sports talk and live events; comedy; news; exclusive talk and entertainment; and the most comprehensive Latin music, sports and talk programming in radio. SiriusXM is available in vehicles from every major car company in the U.S. and from retailers nationwide as well as at shop.siriusxm.com. SiriusXM programming is available through the SiriusXM Internet Radio App for smartphones and other connected devices as well as online at siriusxm.com. SiriusXM also provides premium traffic, weather, data and information services for subscribers in cars, trucks, RVs, boats and aircraft through SiriusXM Traffic(TM), SiriusXM Travel Link, NavTraffic®, NavWeather(TM), SiriusXM Aviation, SiriusXM Marine(TM), Sirius Marine Weather, XMWX Aviation(TM), and XMWX Marine(TM). SiriusXM holds a minority interest in SiriusXM Canada which has more than 2 million subscribers.

On social media, join the SiriusXM community on Facebook, Twitter, Instagram, and YouTube.

This communication contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as "will likely result," "are expected to," "will continue," "is anticipated," "estimated," "believe," "intend," "plan," "projection," "outlook" or words of similar meaning. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results may differ materially from the results anticipated in these forward-looking statements.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: our competitive position versus other forms of radio and audio services; our dependence upon automakers; general economic conditions; failure of our satellites, which, in most cases, are not insured; our ability to attract and retain subscribers at a profitable level; royalties we pay for music rights; the unfavorable outcome of pending or future litigation; rapid technological and industry change; failure of third parties to perform; changes in consumer protection laws and their enforcement; and our substantial indebtedness. Additional factors that could cause our results to differ materially from those described in the forward-looking statements can be found in our Annual Report on Form 10-K for the year ended December 31, 2012, which is filed with the Securities and Exchange Commission (the "SEC") and available at the SEC's Internet site (http://www.sec.gov). The information set forth herein speaks only as of the date hereof, and we disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this communication.

E-SIRI

Contact Information for Investors and Financial Media:

Investors:
Hooper Stevens
212 901 6718
hooper.stevens@siriusxm.com

Media:
Patrick Reilly
212 901 6646
patrick.reilly@siriusxm.com

SOURCE Sirius XM Radio