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      SiriusXM Reports First Quarter 2013 Results

      - Subscribers Grow by 453,000 to a Record 24.4 Million

      - Record Revenue of $897 Million, Up 12%

      - Net Income of $124 Million, Up 15%

      - Adjusted EBITDA Grows 26% to a Record $262 Million

      - Free Cash Flow Guidance Increased

      - Company Repurchases 209 Million Shares of Common Stock

      SIRIUS XM logo. (PRNewsFoto/SIRIUS XM Radio) (PRNewsFoto/)

      News provided by

      Sirius XM Radio

      Apr 30, 2013, 07:00 ET

      Share this article

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      NEW YORK, April 30, 2013 /PRNewswire/ -- Sirius XM Radio (NASDAQ: SIRI) today announced first quarter 2013 financial and operating results, including revenue of $897 million, up 12% from the first quarter 2012 revenue of $805 million.  Net income for the first quarter 2013 and 2012 was $124 million and $108 million, respectively.  Adjusted EBITDA for the first quarter of 2013 reached a record $262 million, up 26% from $208 million in the first quarter of 2012.

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

      "SiriusXM's first quarter results show a continuation of our trend of strong, profitable growth.  We turned in our best first quarter for subscriber additions since the merger, and with our continuing sharp focus on costs, we set an all-time high for adjusted EBITDA.  With our strong free cash flow and low leverage, we repurchased 209 million shares so far and have now returned nearly $1 billion in total to our stockholders since the end of December via stock buybacks and a special dividend," noted Jim Meyer, Chief Executive Officer, SiriusXM.

      "We continue to focus on profitable subscriber growth first and foremost.  We expect to achieve record adjusted EBITDA margins this year, which is all the more impressive considering our investments in new content, services, and expanding our distribution in the previously-owned vehicle market.  We are off to a great start for the year and are confident in achieving our guidance," remarked Meyer.

      Additional highlights of the first quarter include:

      • Subscriber base reaches new record.  The total paid subscriber base reached a record 24.4 million, up 9% from the prior year.  Self-pay net subscriber additions were 304,000, a slight increase from the first quarter of 2012, while the overall self-pay subscriber base reached a record high of 19.9 million, up 9% from a year prior. Total paid and unpaid trials grew by 443,000 year over year to 6.2 million.
      • Subscriber acquisition costs per gross addition (SAC) decline.  While gross additions climbed 16%, total subscriber acquisition costs excluding purchase price accounting adjustments fell slightly year-over-year to $138 million in the first quarter of 2013, driving an improvement in SAC per gross addition of 15% to $51 from $60 in the first quarter of 2012.
      • Free cash flow reaches a new first quarter record.  Free cash flow jumped to $142 million, up from $15 million in the first quarter of 2012. 

      "SiriusXM's $142 million of free cash flow was the best first quarter in the history of the Company, resulting in an increase in our free cash flow guidance to approximately $915 million, a 29% increase over 2012.  During the first quarter, we repurchased 157 million shares of our common stock for $494 million under our $2 billion stock repurchase program.  The Company's leverage improved to 2.5x our adjusted EBITDA, well below our target leverage of 3.5x," noted David Frear, SiriusXM's Executive Vice President and Chief Financial Officer. 

      "Our low leverage together with availability under our $1.25 billion revolving credit facility provide substantial flexibility to pursue our $2 billion stock buyback program and continue to invest in our business and evaluate strategic opportunities," added Frear.

      2013 GUIDANCE

      The Company raised its free cash flow guidance and reiterated its 2013 guidance for subscriber growth, revenue, and adjusted EBITDA:

      • Self-pay net subscriber additions of approximately 1.6 million,
      • Total net subscriber additions of approximately 1.4 million,
      • Revenue of over $3.7 billion,
      • Adjusted EBITDA of over $1.1 billion, and
      • Free cash flow of approximately $915 million.

      FIRST QUARTER 2013 RESULTS







      SIRIUS XM RADIO INC. AND SUBSIDIARIES


      CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


      (UNAUDITED)








      For the Three Months Ended March 31,


      (in thousands, except per share data)

      2013


      2012







      Revenue:





      Subscriber revenue

      $        783,342


      $        700,242


      Advertising revenue

      20,211


      18,670


      Equipment revenue

      18,156


      16,953


      Other revenue

      75,689


      68,857


      Total revenue

      897,398


      804,722


      Operating expenses:





      Cost of services:





      Revenue share and royalties

      148,531


      132,111


      Programming and content

      74,610


      70,095


      Customer service and billing

      80,394


      66,187


      Satellite and transmission

      19,695


      18,110


      Cost of equipment

      7,027


      5,806


      Subscriber acquisition costs

      116,111


      116,121


      Sales and marketing

      65,899


      58,361


      Engineering, design and development

      14,842


      12,690


      General and administrative

      56,340


      59,886


      Depreciation and amortization

      67,018


      66,117


      Total operating expenses

      650,467


      605,484


      Income from operations

      246,931


      199,238


      Other income (expense):





      Interest expense, net of amounts capitalized

      (46,174)


      (76,971)


      Loss on extinguishment of debt and credit facilities, net

      -


      (9,971)


      Interest and investment income (loss)

      1,638


      (1,142)


      Other income (loss) 

      247


      (578)


      Total other expense

      (44,289)


      (88,662)


      Income before income taxes

      202,642


      110,576


      Income tax expense

      (79,040)


      (2,802)


      Net income

      $        123,602


      $        107,774


      Foreign currency translation adjustment, net of tax

      (172)


      (56)


      Total comprehensive income

      $        123,430


      $        107,718


      Net income per common share:





      Basic

      $              0.02


      $              0.02


      Diluted

      $              0.02


      $              0.02


      Weighted average common shares outstanding:





      Basic

      6,259,803


      3,767,443


      Diluted

      6,606,276


      6,537,728







      SIRIUS XM RADIO INC. AND SUBSIDIARIES


      CONSOLIDATED BALANCE SHEETS



      March 31, 2013


      December 31, 2012


      (in thousands, except share and per share data)

      (Unaudited)




      ASSETS





      Current assets:





      Cash and cash equivalents

      $                   206,727


      $                   520,945


      Accounts receivable, net

      107,875


      106,142


      Receivables from distributors

      102,762


      104,425


      Inventory, net

      20,095


      25,337


      Prepaid expenses

      171,248


      122,157


      Related party current assets

      8,255


      13,167


      Deferred tax asset

      970,231


      923,972


      Other current assets

      12,060


      12,037


      Total current assets

      1,599,253


      1,828,182


      Property and equipment, net

      1,542,970


      1,571,922


      Long-term restricted investments

      3,999


      3,999


      Deferred financing fees, net

      32,747


      38,677


      Intangible assets, net

      2,507,019


      2,519,610


      Goodwill

      1,815,365


      1,815,365


      Related party long-term assets

      41,258


      44,954


      Long-term deferred tax asset

      1,089,440


      1,219,256


      Other long-term assets

      11,146


      12,878


      Total assets

      $                8,643,197


      $                9,054,843


      LIABILITIES AND STOCKHOLDERS' EQUITY





      Current liabilities:





      Accounts payable and accrued expenses

      $                   516,526


      $                   587,652


      Accrued interest

      65,008


      33,954


      Current portion of deferred revenue

      1,516,608


      1,474,138


      Current portion of deferred credit on executory contracts

      140,389


      207,854


      Current maturities of long-term debt

      3,955


      4,234


      Related party current liabilities

      12,647


      6,756


      Total current liabilities

      2,255,133


      2,314,588


      Deferred revenue

      162,461


      159,501


      Deferred credit on executory contracts

      4,230


      5,175


      Long-term debt

      2,175,270


      2,222,080


      Long-term related party debt

      209,073


      208,906


      Related party long-term liabilities

      18,272


      18,966


      Other long-term liabilities

      81,377


      86,062


      Total liabilities

      4,905,816


      5,015,278







      Stockholders' equity:





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





      Convertible perpetual preferred stock, series B-1 (liquidation preference of $0.001 per share); 0 and 6,250,100 shares issued and outstanding at March 31, 2013 and December 31, 2012, respectively

      -


      6


      Common stock, par value $0.001; 9,000,000,000 shares authorized; 6,442,718,811 and 5,262,440,085 shares issued; 6,433,648,535 and 5,262,440,085 shares outstanding, at March 31, 2013 and December 31, 2012, respectively

      6,443


      5,263


      Accumulated other comprehensive (loss) income, net of tax

      (52)


      120


      Additional paid-in capital

      9,946,701


      10,345,566


      Treasury stock, at cost; 9,070,276 and 0 shares of common stock at March 31, 2013 and December 31, 2012, respectively

      (27,923)


      -


      Accumulated deficit

      (6,187,788)


      (6,311,390)


      Total stockholders' equity

      3,737,381


      4,039,565


      Total liabilities and stockholders' equity

      $                8,643,197


      $                9,054,843







      SIRIUS XM RADIO INC. AND SUBSIDIARIES


      CONSOLIDATED STATEMENTS OF CASH FLOWS


      (UNAUDITED)



      For the Three Months Ended March 31,


      (in thousands)

      2013


      2012


      Cash flows from operating activities:





      Net income

      $                   123,602


      $                   107,774


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





      Depreciation and amortization

      67,018


      66,117


      Non-cash interest expense, net of amortization of premium

      5,442


      10,647


      Provision for doubtful accounts

      11,410


      6,208


      Amortization of deferred income related to equity method investment

      (694)


      (694)


      Loss on extinguishment of debt and credit facilities, net

      -


      9,971


      (Gain) loss on unconsolidated entity investments, net

      (1,345)


      422


      Dividend received from unconsolidated entity investment

      9,674


      -


      Loss on disposal of assets

      124


      -


      Share-based payment expense

      14,518


      14,951


      Deferred income taxes

      83,631


      1,572


      Other non-cash purchase price adjustments

      (70,459)


      (73,956)


      Changes in operating assets and liabilities:





      Accounts receivable

      (13,143)


      (12,838)


      Receivables from distributors

      1,663


      (11,220)


      Inventory

      5,242


      (80)


      Related party assets

      26


      8,347


      Prepaid expenses and other current assets

      (51,815)


      (65,753)


      Other long-term assets

      1,730


      8,256


      Accounts payable and accrued expenses

      (97,537)


      (96,859)


      Accrued interest

      31,054


      7,157


      Deferred revenue

      47,480


      56,182


      Related party liabilities

      5,891


      2,239


      Other long-term liabilities

      (4,597)


      1,505


      Net cash provided by operating activities

      168,915


      39,948







      Cash flows from investing activities:





      Additions to property and equipment

      (26,434)


      (25,187)


      Net cash used in investing activities

      (26,434)


      (25,187)







      Cash flows from financing activities:





      Proceeds from exercise of stock options

      10,946


      22,765


      Payment of premiums on redemption of debt

      -


      (6,602)


      Repayment of long-term borrowings

      (1,933)


      (58,338)


      Common stock repurchased and retired

      (465,712)


      -


      Net cash used in financing activities

      (456,699)


      (42,175)


      Net decrease in cash and cash equivalents

      (314,218)


      (27,414)


      Cash and cash equivalents at beginning of period

      520,945


      773,990


      Cash and cash equivalents at end of period

      $                   206,727


      $                   746,576

      Subscriber Data and Operating Metrics          

      The following table contains subscriber data and key operating metrics for the three months ended March 31, 2013 and 2012, respectively:








      Unaudited



      For the Three Months Ended March 31,



      2013


      2012







      Beginning subscribers

      23,900,336


      21,892,824


      Gross subscriber additions

      2,509,914


      2,161,693


      Deactivated subscribers

      (2,057,024)


      (1,757,097)


      Net additions

      452,890


      404,596


      Ending subscribers

      24,353,226


      22,297,420







      Self-pay

      19,874,660


      18,208,090


      Paid promotional

      4,478,566


      4,089,330


      Ending subscribers

      24,353,226


      22,297,420







      Self-pay

      304,386


      299,348


      Paid promotional

      148,504


      105,248


      Net additions

      452,890


      404,596







      Daily weighted average number of subscribers

      24,008,472


      21,990,863







      Average self-pay monthly churn

      2.0%


      1.9%







      New vehicle consumer conversion rate

      44%


      45%







      ARPU

      $                      12.05


      $                      11.77


      SAC, per gross subscriber addition

      $                           51


      $                           60

      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
      March 31,



      2013


      2012







      Net income (GAAP):

      $        123,602


      $        107,774


      Add back items excluded from Adjusted EBITDA:





      Purchase price accounting adjustments:





      Revenues

      1,813


      1,880


      Operating expenses

      (68,409)


      (74,024)


      Share-based payment expense (GAAP)

      14,518


      14,951


      Depreciation and amortization (GAAP)

      67,018


      66,117


      Interest expense, net of amounts capitalized (GAAP)

      46,174


      76,971


      Loss on extinguishment of debt and credit facilities, net (GAAP)

      -


      9,971


      Interest and investment (income) loss (GAAP)

      (1,638)


      1,142


      Other (income) loss (GAAP)

      (247)


      578


      Income tax expense (GAAP)

      79,040


      2,802


      Adjusted EBITDA

      $        261,871


      $        208,162

      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 months ended March 31, 2013 and 2012:












      Unaudited For the Three Months Ended March 31, 2013


      (in thousands)

      As Reported


      Purchase Price Accounting Adjustments


      Allocation of Share-based Payment Expense


      Adjusted











      Revenue:









      Subscriber revenue

      $              783,342


      $                         -


      $                         -


      $              783,342


      Advertising revenue

      20,211


      -


      -


      20,211


      Equipment revenue

      18,156


      -


      -


      18,156


      Other revenue

      75,689


      1,813


      -


      77,502


      Total revenue

      $              897,398


      $                   1,813


      $                         -


      $              899,211


      Operating expenses









      Cost of services:









      Revenue share and royalties

      $              148,531


      $                39,761


      $                         -


      $              188,292


      Programming and content

      74,610


      2,478


      (1,642)


      75,446


      Customer service and billing

      80,394


      -


      (470)


      79,924


      Satellite and transmission

      19,695


      -


      (850)


      18,845


      Cost of equipment

      7,027


      -


      -


      7,027


      Subscriber acquisition costs

      116,111


      22,005


      -


      138,116


      Sales and marketing

      65,899


      4,165


      (3,061)


      67,003


      Engineering, design and development

      14,842


      -


      (1,647)


      13,195


      General and administrative

      56,340


      -


      (6,848)


      49,492


      Depreciation and amortization (a)

      67,018


      -


      -


      67,018


      Share-based payment expense

      -


      -


      14,518


      14,518


      Total operating expenses

      $              650,467


      $                68,409


      $                         -


      $              718,876











      (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 March 31, 2013 was $13,000.












      Unaudited For the Three Months Ended March 31, 2012


      (in thousands)

      As Reported


      Purchase Price Accounting Adjustments


      Allocation of Share-based Payment Expense


      Adjusted











      Revenue:









      Subscriber revenue

      $              700,242


      $                        67


      $                         -


      $              700,309


      Advertising revenue

      18,670


      -


      -


      18,670


      Equipment revenue

      16,953


      -


      -


      16,953


      Other revenue

      68,857


      1,813


      -


      70,670


      Total revenue

      $              804,722


      $                   1,880


      $                         -


      $              806,602


      Operating expenses









      Cost of services:









      Revenue share and royalties

      $              132,111


      $                34,846


      $                         -


      $              166,957


      Programming and content

      70,095


      11,702


      (1,374)


      80,423


      Customer service and billing

      66,187


      -


      (427)


      65,760


      Satellite and transmission

      18,110


      -


      (785)


      17,325


      Cost of equipment

      5,806


      -


      -


      5,806


      Subscriber acquisition costs

      116,121


      24,085


      -


      140,206


      Sales and marketing

      58,361


      3,391


      (2,360)


      59,392


      Engineering, design and development

      12,690


      -


      (1,432)


      11,258


      General and administrative

      59,886


      -


      (8,573)


      51,313


      Depreciation and amortization (a)

      66,117


      -


      -


      66,117


      Share-based payment expense 

      -


      -


      14,951


      14,951


      Total operating expenses

      $              605,484


      $                74,024


      $                         -


      $              679,508











      (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 March 31, 2012 was $14,000. 

      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 March 31,



      2013


      2012







      Subscriber revenue (GAAP)

      $            783,342


      $        700,242


      Add: advertising revenue (GAAP)

      20,211


      18,670


      Add: other subscription-related revenue (GAAP)

      64,137


      57,721


      Add: purchase price accounting adjustments

      -


      67



      $            867,690


      $        776,700







      Daily weighted average number of subscribers

      24,008,472


      21,990,863







      ARPU

      $                12.05


      $            11.77






      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 March 31,



      2013


      2012







      Customer service and billing expenses (GAAP)

      $        80,394


      $        66,187


      Less: share-based payment expense

      (470)


      (427)



      $        79,924


      $        65,760







      Daily weighted average number of subscribers

      24,008,472


      21,990,863







      Customer service and billing expenses, per average subscriber

      $            1.11


      $            1.00

      Free cash flow - is derived from cash flow provided by operating activities, capital expenditures and restricted and other investment activity.  Free cash flow is calculated as follows (in thousands):








      Unaudited



      For the Three Months Ended March 31,



      2013


      2012


      Cash Flow information





      Net cash provided by operating activities

      $         168,915


      $          39,948


      Net cash used in investing activities

      $         (26,434)


      $        (25,187)


      Net cash used in financing activities

      $       (456,699)


      $        (42,175)


      Free Cash Flow





      Net cash provided by operating activities

      $         168,915


      $          39,948


      Additions to property and equipment

      (26,434)


      (25,187)


      Free cash flow

      $         142,481


      $          14,761

      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 March 31,



      2013


      2012







      Subscriber acquisition costs (GAAP)

      $      116,111


      $       116,121


      Less: margin from direct sales of radios and accessories (GAAP)

      (11,129)


      (11,147)


      Add: purchase price accounting adjustments

      22,005


      24,085



      $      126,987


      $       129,059







      Gross subscriber additions

      2,509,914


      2,161,693







      SAC, per gross subscriber addition

      $               51


      $                60

      About Sirius XM Radio

      Sirius XM Radio Inc. is the world's largest radio broadcaster measured by revenue and has over 24 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., from retailers nationwide, and online at siriusxm.com. SiriusXM programming is also available through the SiriusXM Internet Radio App for Android, Apple, and BlackBerry smartphones and other connected devices. SiriusXM also holds a minority interest in SiriusXM Canada which has more than 2 million subscribers.

      On social media, join the SiriusXM community on Facebook, facebook.com/siriusxm, Twitter, twitter.com/siriusxm, Instagram, instagram.com/siriusxm, and YouTube at youtube.com/siriusxm.

      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: our ability to attract and retain qualified executive officers; 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

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