SiriusXM Reports 2012 Results

                        SiriusXM Reports 2012 Results

- Subscribers Grow to a Record 23.9 Million

- Record Revenue of $3.4 Billion, Up 13%

- Net Income of $3.5 Billion Includes an Income Tax Benefit of $3.0 Billion

- Adjusted EBITDA Reaches a Record $920 Million, Up 26%

- Free Cash Flow Grows 71% to a Record $709 Million

PR Newswire

NEW YORK, Feb. 5, 2013

NEW YORK, Feb. 5, 2013 /PRNewswire/ -- Sirius XM Radio (NASDAQ: SIRI) today
announced fourth quarter and full year 2012 financial and operating results,
including 2012 revenue of $3.4 billion, up 13% from 2011 revenue of $3.0
billion. Net income for 2012 and 2011 was $3.5 billion and $427 million,
respectively, or $0.51 and $0.07 per diluted share, respectively. Net income
for 2012 included a $3.0 billion income tax benefit and $133 million loss on
extinguishment of debt. Adjusted EBITDA in 2012 was $920 million, up 26% from
$731 million in 2011.

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

"Thanks to the outstanding team at SiriusXM, we capped a great 2012 with a
strong fourth quarter, adding more than 500,000 net new subscribers and
attaining outstanding revenue, adjusted EBITDA, and free cash flow. SiriusXM
also returned capital to shareholders for the first time in the history of
satellite radio through a $327 million special cash dividend in December. We
are confident in our guidance for growth in 2013 and continue to be sharply
focused on enhancing shareholder value, including through our recently
announced common stock repurchase program that we are initiating this year,"
said Jim Meyer, Chief Executive Officer, SiriusXM.

"We continue to broaden our Internet capabilities to expand the user
experience and strengthen our in-vehicle technologies. We are thrilled to
announce that our personalized radio feature, MySXM, is now in public beta
testing and will be available to our Internet subscribers in the near future.
We are committed to ensuring SiriusXM's long-term leadership in audio and data
services, particularly in vehicles, and we will do that by continuing to
innovate and improve our technology, programming, and customer care," noted
Meyer.

Additional 2012 highlights include:

  oRecord post-merger subscriber growth. Net subscriber additions of 2.0
    million in 2012 were higher than in any year since 2007, before the 2008
    merger of Sirius and XM. Self-pay net subscriber additions improved by 36%
    year-over-year to nearly 1.7 million, resulting in an all-time high
    self-pay subscriber base of nearly 19.6 million. The total paid
    subscriber base rose to a record high 23.9 million. Total paid and unpaid
    trials were 6.1 million at year-end 2012.
  oChurn and conversion remains stable. Self-pay monthly churn was 1.9% in
    2012, unchanged from 2011. New vehicle consumer conversion rate was 45%
    in 2012, also unchanged from 2011.
  oFree cash flow grows to record level. Free cash flow was $709 million in
    2012, an increase of 71% from $416 million in 2011. This figure
    represents the highest annual free cash flow attained in the history of
    the Company.

FOURTH QUARTER 2012 HIGHLIGHTS

Revenue in the fourth quarter of 2012 was up 14% to $892 million from $784
million in the fourth quarter of 2011. Net income for the fourth quarters of
2012 and 2011 was $156 million and $71 million, respectively, or $0.02 and
$0.01 per diluted share, respectively. Adjusted EBITDA was $230 million for
the fourth quarter of 2012, up 38%.

Additional fourth quarter 2012 highlights include:

  oRamping self-pay subscriber growth. Self-pay net subscriber additions
    improved by 41% to approximately 529,000 in the fourth quarter of 2012
    from approximately 374,000 in the fourth quarter of 2011.
  oSelf-pay churn improves. Self-pay monthly churn was 1.8% in the fourth
    quarter of 2012, an improvement from 1.9% in the fourth quarter of 2011
    and 2.0% in the third quarter of 2012. New vehicle consumer conversion
    rate was 44% in the fourth quarter of 2012, unchanged from the fourth
    quarter of 2011.
  oSubstantial free cash flow improvement. Free cash flow grew by 40% to
    $269 million in the fourth quarter of 2012, a record amount for a single
    quarter, from $192 million in the fourth quarter of 2011.

"In 2012, we took significant steps to strengthen SiriusXM's balance sheet.
We paid down more than $1 billion of short maturity, high-coupon debt and
replaced it with $400 million of 10 year, 5.25% debt and a $1.25 billion
undrawn revolving credit facility. We ended the year with more than $520
million of cash after paying a special cash dividend in December that totaled
$327 million. With debt to adjusted EBITDA falling from 4.1x at December 2011
to under 2.7x at December 2012, we are below our leverage target and have
ample liquidity to pursue strategic opportunities and return capital to
stockholders through our $2 billion stock buyback program," remarked David
Frear, SiriusXM's Executive Vice President and Chief Financial Officer.

2013 GUIDANCE

The Company affirmed its 2013 subscriber, revenue, adjusted EBITDA and free
cash flow guidance:

  oSelf-pay net subscriber additions of approximately 1.6 million,
  oTotal net subscriber additions of approximately 1.4 million,
  oRevenue of over $3.7 billion,
  oAdjusted EBITDA of over $1.1 billion, and
  oFree cash flow approaching $900 million.

STOCK REPURCHASE PROGRAM

As SiriusXM commences its previously announced $2 billion share repurchase
program, the Company expects to repurchase shares of common stock from time to
time on the open market and in privately negotiated transactions. Liberty
Media Corporation, the beneficial owner of approximately 50.2% of the
Company's stock, is no longer required to participate in the share repurchase
program on a pro rata basis and has indicated it may or may not do so in the
future.

2012 RESULTS

 SIRIUS XM RADIO INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                        For the Three Months Ended    For the Twelve Months
                        December 31,                  Ended December 31,
 (in thousands, except  2012           2011           2012         2011
 per share data)
                        (Unaudited)    (Unaudited)
 Revenue:
 Subscriber revenue     $         $         $          $   
                        774,466        672,498        2,962,665   2,595,414
 Advertising revenue,   22,438         20,077         82,320       73,672
 net of agency fees
 Equipment revenue      22,273         22,658         73,456       71,051
 Other revenue          73,238         68,505         283,599      274,387
 Total revenue          892,415        783,738        3,402,040    3,014,524
 Operating expenses:
 Cost of services:
 Revenue share and      141,641        130,436        551,012      471,149
 royalties
 Programming and        73,795         70,367         278,997      281,234
 content
 Customer service and   82,346         67,052         294,980      259,719
 billing
 Satellite and          18,635         18,663         72,615       75,902
 transmission
 Cost of equipment      12,465         13,201         31,766       33,095
 Subscriber acquisition 126,683        116,771        474,697      434,482
 costs
 Sales and marketing    72,446         68,302         248,905      222,773
 Engineering, design    16,374         14,186         48,843       53,435
 and development
 General and            68,120         63,270         261,905      238,738
 administrative
 Depreciation and       66,814         67,015         266,295      267,880
 amortization
 Total operating        679,319        629,263        2,530,015    2,338,407
 expenses
 Income from operations 213,096        154,475        872,025      676,117
 Other income
 (expense):
 Interest expense, net  (45,545)       (75,208)       (265,321)    (304,938)
 of amounts capitalized
 Loss on extinguishment
 of debt and credit     -              -              (132,726)    (7,206)
 facilities, net
 Interest and
 investment income      3,907          (4,620)        716          73,970
 (loss)
 Other income (loss)   412            1,017          (226)        3,252
 Total other expense    (41,226)       (78,811)       (397,557)    (234,922)
 Income before income   171,870        75,664         474,468      441,195
 taxes
 Income tax (expense)   (15,626)       (4,328)        2,998,234    (14,234)
 benefit
 Net income             $         $        $          $    
                        156,244        71,336         3,472,702   426,961
 Realized loss on XM
 Canada investment      -              -              -            6,072
 foreign currency
 adjustment
 Foreign currency
 translation            87             (327)          49           (140)
 adjustment, net of tax
 Comprehensive income   $         $        $          $    
                        156,331        71,009         3,472,751   432,893
 Net income per common
 share:
 Basic                  $        $        $       $     
                          0.02         0.01         0.55       0.07
 Diluted                $        $        $       $     
                          0.02         0.01         0.51       0.07
 Weighted average
 common shares
 outstanding:
 Basic                  5,218,827      3,751,423      4,209,073    3,744,606
 Diluted                6,634,911      6,501,014      6,873,786    6,500,822

 SIRIUS XM RADIO INC. AND SUBSIDIARIES
 CONSOLIDATED BALANCE SHEETS
                                      As of December 31,
                                      2012                 2011
 (in thousands, except share and per
 share data)
 ASSETS
 Current assets:
 Cash and cash equivalents            $           $         
                                        520,945            773,990
 Accounts receivable, net             106,142              101,705
 Receivables from distributors        104,425              84,817
 Inventory, net                       25,337               36,711
 Prepaid expenses                     122,157              125,967
 Related party current assets         13,167               14,702
 Deferred tax asset                   923,972              132,727
 Other current assets                 12,037               6,335
 Total current assets                 1,828,182            1,276,954
 Property and equipment, net          1,571,922            1,673,919
 Long-term restricted investments     3,999                3,973
 Deferred financing fees, net         38,677               42,046
 Intangible assets, net               2,519,610            2,573,638
 Goodwill                             1,815,365            1,834,856
 Related party long-term assets       44,954               54,953
 Long-term deferred tax asset         1,219,256            -
 Other long-term assets               12,878               35,657
 Total assets                         $           $         
                                      9,054,843           7,495,996
 LIABILITIES AND STOCKHOLDERS' EQUITY
 Current liabilities:
 Accounts payable and accrued         $           $         
 expenses                               587,652            543,193
 Accrued interest                     33,954               70,405
 Current portion of deferred revenue  1,474,138            1,333,965
 Current portion of deferred credit   207,854              284,108
 on executory contracts
 Current maturities of long-term debt 4,234                1,623
 Related party current liabilities    6,756                14,302
 Total current liabilities            2,314,588            2,247,596
 Deferred revenue                     159,501              198,135
 Deferred credit on executory         5,175                218,199
 contracts
 Long-term debt                       2,222,080            2,683,563
 Long-term related party debt         208,906              328,788
 Deferred tax liability               69                   1,011,084
 Related party long-term liabilities  18,966               21,741
 Other long-term liabilities          85,993               82,745
 Total liabilities                    5,015,278            6,791,851
 Stockholders' equity:
 Preferred stock, par value $0.001;
 50,000,000 authorized at December
 31, 2012 and 2011:
 Series A convertible preferred
 stock; no shares issued and          -                    -
 outstanding at December 31, 2012 and
 2011
 Convertible perpetual preferred
 stock, series B-1 (liquidation
 preference of $0.001 per share at
 December 31, 2012 and 2011);         6                    13
 6,250,100 and 12,500,000 shares
 issued and outstanding at December
 31, 2012 and 2011, respectively
 Common stock, par value $0.001;
 9,000,000,000 shares authorized at
 December 31, 2012 and 2011;
 5,262,440,085 and 3,753,201,929      5,263                3,753
 shares issued and outstanding at
 December 31, 2012 and 2011,
 respectively
 Accumulated other comprehensive      120                  71
 income, net of tax
 Additional paid-in capital           10,345,566           10,484,400
 Accumulated deficit                  (6,311,390)          (9,784,092)
 Total stockholders' equity           4,039,565            704,145
 Total liabilities and stockholders'  $           $         
 equity                               9,054,843           7,495,996

 SIRIUS XM RADIO INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    For the Years Ended December 31,
 (in thousands)                     2012                   2011
 Cash flows from operating
 activities:
 Net income                         $             $         
                                    3,472,702               426,961
 Adjustments to reconcile net
 income to net cash provided by
 operating activities:
 Depreciation and amortization      266,295                267,880
 Non-cash interest expense, net of  35,924                 39,515
 amortization of premium
 Provision for doubtful accounts    34,548                 33,164
 Amortization of deferred income
 related to equity method           (2,776)                (2,776)
 investment
 Loss on extinguishment of debt and 132,726                7,206
 credit facilities, net
 Gain on merger of unconsolidated   -                      (75,768)
 entities
 Loss on unconsolidated entity      420                    6,520
 investments, net
 Dividend received from             1,185                  -
 unconsolidated entity investment
 Loss on disposal of assets         657                    269
 Share-based payment expense        63,822                 53,190
 Deferred income taxes              (3,001,818)            8,264
 Other non-cash purchase price      (289,050)              (275,338)
 adjustments
 Distribution from investment in    -                      4,849
 unconsolidated entity
 Changes in operating assets and
 liabilities:
 Accounts receivable                (38,985)               (13,211)
 Receivables from distributors      (19,608)               (17,241)
 Inventory                          11,374                 (14,793)
 Related party assets               9,523                  30,036
 Prepaid expenses and other current 647                    8,525
 assets
 Other long-term assets             22,779                 36,490
 Accounts payable and accrued       46,043                 (32,010)
 expenses
 Accrued interest                   (36,451)               (2,048)
 Deferred revenue                   101,311                55,336
 Related party liabilities          (7,545)                (1,542)
 Other long-term liabilities        3,042                  152
 Net cash provided by operating     806,765                543,630
 activities
 Cash flows from investing
 activities:
 Additions to property and          (97,293)               (137,429)
 equipment
 Purchase of restricted and other   (26)                   (826)
 investments
 Release of restricted investments  -                      250
 Return of capital from investment  -                      10,117
 in unconsolidated entity
 Net cash used in investing         (97,319)               (127,888)
 activities
 Cash flows from financing
 activities:
 Proceeds from exercise of stock    123,369                11,553
 options
 Payment of premiums on redemption  (100,615)              (5,020)
 of debt
 Repayment of long-term borrowings  (915,824)              (234,976)
 Repayment of related party         (126,000)              -
 long-term borrowings
 Long-term borrowings, net of costs 383,641                -
 Dividends paid                     (327,062)              -
 Net cash used in financing         (962,491)              (228,443)
 activities
 Net (decrease) increase in cash    (253,045)              187,299
 and cash equivalents
 Cash and cash equivalents at       773,990                586,691
 beginning of period
 Cash and cash equivalents at end   $            $         
 of period                          520,945                773,990

Subscriber Data and Operating Metrics

The following table contains subscriber data and key operating metrics for the
three and twelve months ended December 31, 2012 and 2011, respectively:

                    Unaudited
                    For the Three Months Ended    For the Twelve Months Ended
                    December 31,                  December 31,
                    2012           2011           2012           2011
 Beginning          23,365,383     21,349,858     21,892,824     20,190,964
 subscribers
 Gross subscriber   2,553,489      2,326,174      9,617,771      8,696,020
 additions
 Deactivated        (2,018,536)    (1,783,208)    (7,610,259)    (6,994,160)
 subscribers
 Net additions      534,953        542,966        2,007,512      1,701,860
 Ending subscribers 23,900,336     21,892,824     23,900,336     21,892,824
 Self-pay      19,570,274     17,908,742     19,570,274     17,908,742
 Paid          4,330,062      3,984,082      4,330,062      3,984,082
 promotional
 Ending subscribers 23,900,336     21,892,824     23,900,336     21,892,824
 Self-pay      528,755        374,432        1,661,532      1,221,943
 Paid          6,198          168,534        345,980        479,917
 promotional
 Net additions      534,953        542,966        2,007,512      1,701,860
 Daily weighted
 average number of  23,612,076     21,542,690     22,794,170     20,903,908
 subscribers
 Average self-pay   1.8%           1.9%           1.9%           1.9%
 monthly churn
 New vehicle
 consumer           44%            44%            45%            45%
 conversion rate
                    $        $        $        $      
 ARPU                                                 
                    12.12         11.61         12.00         11.58
 SAC, per gross     $        $        $        $      
 subscriber                                       
 addition            54            55            54            55

Glossary

Adjusted EBITDA - EBITDA is defined as net income before interest and
investment 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) goodwill impairment, (iii)
restructuring, impairments, and related costs, (iv) depreciation and
amortization and (v) 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 believe the
exclusion of restructuring, impairments and related costs is useful given the
nature of these expenses. 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      For the Twelve Months Ended
                         Ended December 31,        December 31,
                         2012         2011         2012           2011
 Net income (GAAP):      $       $       $           $     
                         156,244       71,336     3,472,702     426,961
 Add back items excluded
 from Adjusted EBITDA:
 Purchase price
 accounting adjustments:
 Revenues                1,880        1,958        7,479          10,910
 Operating expenses      (68,781)     (71,785)     (289,278)      (277,258)
 Share-based payment
 expense, net of         17,462       15,614       63,822         53,369
 purchase price
 accounting adjustments
 Depreciation and        66,814       67,015       266,295        267,880
 amortization (GAAP)
 Interest expense, net
 of amounts capitalized  45,545       75,208       265,321        304,938
 (GAAP)
 Loss on extinguishment
 of debt and credit      -            -            132,726        7,206
 facilities, net (GAAP)
 Interest and investment (3,907)      4,620        (716)          (73,970)
 (income) loss (GAAP)
 Other (income) loss     (412)        (1,017)      226            (3,252)
 (GAAP)
 Income tax expense      15,626       4,328        (2,998,234)    14,234
 (benefit) (GAAP)
 Adjusted EBITDA         $       $       $         $     
                         230,471      167,277      920,343        731,018

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 twelve months ended December 31, 2012
and 2011:

                    Unaudited For the Three Months Ended December 31, 2012
                                    Purchase Price   Allocation of
 (in thousands)     As Reported     Accounting       Share-based     Adjusted
                                    Adjustments      Payment
                                                     Expense
 Revenue:
                    $         $         $         $    
 Subscriber revenue   774,466          67                
                                                     -               774,533
 Advertising
 revenue, net of    22,438          -                -               22,438
 agency fees
 Equipment revenue  22,273          -                -               22,273
 Other revenue      73,238          1,813            -               75,051
                    $         $         $         $    
 Total revenue        892,415        1,880                  
                                                     -               894,295
 Operating expenses
 Cost of services:
 Revenue share and  141,641         38,532           -               180,173
 royalties
 Programming and    73,795          4,781            (1,778)         76,798
 content
 Customer service   82,346          -                (521)           81,825
 and billing
 Satellite and      18,635          -                (918)           17,717
 transmission
 Cost of equipment  12,465          -                -               12,465
 Subscriber         126,683         21,176           -               147,859
 acquisition costs
 Sales and          72,446          4,292            (2,966)         73,772
 marketing
 Engineering,
 design and         16,374          -                (1,771)         14,603
 development
 General and        68,120          -                (9,508)         58,612
 administrative
 Depreciation and   66,814          -                -               66,814
 amortization (a)
 Share-based        -               -                17,462          17,462
 payment expense
 Total operating    $         $         $         $    
 expenses             679,319       68,781                   
                                                     -               748,100
 (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 December 31, 2012 was $13,000.

                    Unaudited For the Three Months Ended December 31, 2011
                                    Purchase Price   Allocation of
 (in thousands)     As Reported     Accounting       Share-based     Adjusted
                                    Adjustments      Payment
                                                     Expense
 Revenue:
                    $         $         $         $    
 Subscriber revenue  672,498          145             -     
                                                                     672,643
 Advertising
 revenue, net of    20,077          -                -               20,077
 agency fees
 Equipment revenue  22,658          -                -               22,658
 Other revenue      68,505          1,813            -               70,318
                    $         $         $         $    
 Total revenue       783,738         1,958              -     
                                                                     785,696
 Operating expenses
 Cost of services:
 Revenue share and  130,436         33,581           -               164,017
 royalties
 Programming and    70,367          12,527           (1,467)         81,427
 content
 Customer service   67,052          -                (425)           66,627
 and billing
 Satellite and      18,663          -                (811)           17,852
 transmission
 Cost of equipment  13,201          -                -               13,201
 Subscriber         116,771         21,404           -               138,175
 acquisition costs
 Sales and          68,302          4,273            (2,539)         70,036
 marketing
 Engineering,
 design and         14,186          -                (1,443)         12,743
 development
 General and        63,270          -                (8,929)         54,341
 administrative
 Depreciation and   67,015          -                -               67,015
 amortization (a)
 Share-based        -               -                15,614          15,614
 payment expense
 Total operating    $         $         $         $    
 expenses            629,263        71,785               -     
                                                                     701,048
 (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 December 31, 2011 was $14,000.



                    Unaudited For the Year Ended December 31, 2012
                                   Purchase Price  Allocation of
 (in thousands)     As Reported    Accounting      Share-based     Adjusted
                                   Adjustments     Payment
                                                   Expense
 Revenue:
 Subscriber revenue $         $         $         $     
                    2,962,665         228          -   2,962,893
 Advertising
 revenue, net of    82,320         -               -               82,320
 agency fees
 Equipment revenue  73,456         -               -               73,456
 Other revenue      283,599        7,251           -               290,850
 Total revenue      $         $         $         $     
                    3,402,040        7,479           -   3,409,519
 Operating expenses
 Cost of services:
 Revenue share and  551,012        146,601         -               697,613
 royalties
 Programming and    278,997        37,346          (6,120)         310,223
 content
 Customer service   294,980        -               (1,847)         293,133
 and billing
 Satellite and      72,615         -               (3,329)         69,286
 transmission
 Cost of equipment  31,766         -               -               31,766
 Subscriber         474,697        90,503          -               565,200
 acquisition costs
 Sales and          248,905        14,828          (10,310)        253,423
 marketing
 Engineering,
 design and         48,843         -               (6,238)         42,605
 development
 General and        261,905        -               (35,978)        225,927
 administrative
 Depreciation and   266,295        -               -               266,295
 amortization (a)
 Share-based        -              -               63,822          63,822
 payment expense
 Total operating    $         $         $         $     
 expenses           2,530,015      289,278             -   2,819,293
 (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 year ended December 31, 2012 was $53,000.

                     Unaudited For the Year Ended December 31, 2011
                                    Purchase       Allocation of
 (in thousands)      As Reported    Price          Share-based     Adjusted
                                    Accounting     Payment
                                    Adjustments    Expense
 Revenue:
 Subscriber revenue  $         $        $         $     
                     2,595,414        3,659          -   2,599,073
 Advertising
 revenue, net of     73,672         -              -               73,672
 agency fees
 Equipment revenue   71,051         -              -               71,051
 Other revenue       274,387        7,251          -               281,638
 Total revenue       $         $        $         $     
                     3,014,524       10,910           -   3,025,434
 Operating expenses
 Cost of services:
 Revenue share and   471,149        126,941        -               598,090
 royalties
 Programming and     281,234        49,172         (6,212)         324,194
 content
 Customer service    259,719        18             (1,502)         258,235
 and billing
 Satellite and       75,902         313            (2,678)         73,537
 transmission
 Cost of equipment   33,095         -              -               33,095
 Subscriber          434,482        85,491         -               519,973
 acquisition costs
 Sales and marketing 222,773        15,233         (8,193)         229,813
 Engineering, design 53,435         31             (4,851)         48,615
 and development
 General and         238,738        59             (29,933)        208,864
 administrative
 Depreciation and    267,880        -              -               267,880
 amortization (a)
 Share-based payment -              -              53,369          53,369
 expense (b)
 Total operating     $         $        $         $     
 expenses            2,338,407      277,258            -   2,615,665
 (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 year ended December 31, 2011 was $59,000.
 (b) Amounts related to share-based payment expense included in
 operating expenses were as follows:
 Programming and     $        $        $         $     
 content                6,185         27        -      
                                                                   6,212
 Customer service    1,484          18             -               1,502
 and billing
 Satellite and       2,659          19             -               2,678
 transmission
 Sales and marketing 8,166          27             -               8,193
 Engineering, design 4,820          31             -               4,851
 and development
 General and         29,874         59             -               29,933
 administrative
 Total share-based   $        $        $         $     
 payment expense       53,188         181         -     
                                                                   53,369

ARPU - is derived from total earned subscriber revenue, net 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  For the Twelve Months
                          December 31,                Ended December 31,
                          2012           2011         2012         2011
 Subscriber revenue       $        $       $        $    
 (GAAP)                    774,466      672,498      2,962,665    2,595,414
 Add: net advertising     22,438         20,077       82,320       73,672
 revenue (GAAP)
 Add: other
 subscription-related     61,299         57,561       237,868      231,902
 revenue (GAAP)
 Add: purchase price      67             145          228          3,659
 accounting adjustments
                          $        $       $        $    
                           858,270      750,281      3,283,081    2,904,647
 Daily weighted average   23,612,076     21,542,690   22,794,170   20,903,908
 number of subscribers
 ARPU                     $        $       $       $     
                             12.12      11.61      12.00     11.58

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 and purchase price accounting adjustments associated with the
merger of Sirius and XM, 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. Purchase price accounting adjustments
associated with the merger of Sirius and XM include the elimination of the
benefit associated with incremental share-based payment arrangements
recognized at the merger date. 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    For the Twelve Months Ended
                    December 31,                  December 31,
                    2012           2011           2012           2011
 Customer service   $          $          $           $   
 and billing        82,346        67,052        294,980       259,719
 expenses (GAAP)
 Less: share-based
 payment expense,
 net of purchase    (521)          (425)          (1,847)        (1,502)
 price accounting
 adjustments
 Add: purchase
 price accounting   -              -              -              18
 adjustments
                    81,825         66,627         293,133        258,235
 Daily weighted
 average number of  23,612,076     21,542,690     22,794,170     20,903,908
 subscribers
 Customer service
 and billing        $        $        $        $      
 expenses, per      1.16          1.03          1.07          1.03
 average subscriber

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  For the Twelve Months Ended
                       December 31,                December 31,
                       2012           2011         2012            2011
 Cash Flow information
 Net cash provided by  $          $        $           $    
 operating activities  293,233       214,996     806,765        543,630
 Net cash used in      (23,773)       (23,190)     (97,319)        (127,888)
 investing activities
 Net cash used in      (304,785)      (22,408)     (962,491)       (228,443)
 financing activities
 Free Cash Flow
 Net cash provided by  $          $        $           $    
 operating activities  293,233       214,996     806,765        543,630
 Additions to property (23,747)       (22,364)     (97,293)        (137,429)
 and equipment
 Restricted and other  (26)           (826)        (26)            9,541
 investment activity
 Free cash flow        $          $        $           $    
                       269,460       191,806     709,446        415,742

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 share-based payment expense
and 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    For the Twelve Months Ended
                     December 31,                  December 31,
                     2012           2011           2012          2011
 Subscriber          $           $          $           $   
 acquisition costs   126,683       116,771        474,697      434,482
 (GAAP)
 Less: margin from
 direct sales of     (9,808)        (9,457)        (41,690)      (37,956)
 radios and
 accessories (GAAP)
 Add: purchase price
 accounting          21,176         21,404         90,503        85,491
 adjustments
                     $           $          $           $   
                     138,051       128,718        523,510      482,017
 Gross subscriber    2,553,489      2,326,174      9,617,771     8,696,020
 additions
 SAC, per gross      $        $        $        $      
 subscriber addition   54           55          54          55

About Sirius XM Radio

Sirius XM Radio Inc. is the world's largest radio broadcaster measured by
revenue and has 23.9 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.

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
audio entertainment; 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; failure of third parties to perform; 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, 2011, 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.

Follow SiriusXM on Twitter orlike the SiriusXM page on Facebook.

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

Website: http://www.siriusxm.com
 
Press spacebar to pause and continue. Press esc to stop.