SIRIUS XM Radio Reports Second Quarter 2009 Results

SIRIUS XM Radio Reports Second Quarter 2009 Results

- Adjusted Income from Operations of $132 Million - An Improvement of $193 Million Year Over Year - Pro Forma Total Revenue of $608 Million, Up 1% - EPS Excluding Charges ($0.01) vs. ($0.06) Year Over Year, In-line with Wall Street Estimates - Company Increases Full-year Guidance for Adjusted Income from Operations to Over $400 Million From Over $350 Million

NEW YORK, Aug. 6 /PRNewswire-FirstCall/ -- SIRIUS XM Radio (NASDAQ:SIRI) today announced second quarter 2009 financial and operating results, including $132 million in adjusted income from operations, marking the company's third consecutive quarter of positive adjusted income. The company also announced a 28% decrease in total cash operating expenses since the merger of SIRIUS and XM one year ago. SIRIUS XM also increased its full-year 2009 guidance for adjusted income from operations to over $400 million from over $350 million.

(Logo: http://www.newscom.com/cgi-bin/prnh/20080819/NYTU044LOGO )

"Just one year ago, combined operations produced negative adjusted income from operations of $61 million," said Mel Karmazin, SIRIUS XM's CEO. "This year our revenue increase in the second quarter, paired with a $187 million expense reduction, drove an improvement of approximately $193 million in adjusted income from operations to $132 million in second quarter 2009. Based on these results we are increasing guidance again and expect to exceed over $400 million in adjusted income from operations during 2009. Growing our revenue in the face of broad declines in the advertising and automotive markets is a remarkable accomplishment, and we are well positioned for a rebound in auto sales."

Second quarter 2009 pro forma total revenue was $608 million, up 1% from second quarter 2008 pro forma total revenue of $601 million. Second quarter 2009 subscription revenue was $577 million, up 3% from the second quarter 2008 subscription revenue of $558 million. Subscriber acquisition cost (SAC) per gross subscriber addition was $57 in the second quarter 2009, an improvement of 20% over the $71 in pro forma SAC per gross subscriber addition in the second quarter 2008.

SIRIUS XM ended the second quarter 2009 with 18,413,435 total subscribers, a decrease of 1% from the second quarter 2008 pro forma total subscribers of 18,576,830 and a decrease of 185,999 from the first quarter 2009 subscribers of 18,599,434. Self-pay subscribers were 15,421,414 in second quarter 2009, virtually unchanged from first quarter 2009 self-pay subscribers of 15,436,410 and up 592,264, or 4%, from the 14,829,150 self-pay subscribers in the second quarter 2008. Promotional subscribers were 2,992,021 in second quarter 2009.

Monthly average revenue per subscriber (ARPU) was $10.66 in the second quarter 2009, up from $10.55 in the second quarter 2008. The pro forma self-pay monthly customer churn rate was 2.0% in the second quarter 2009 down from 2.2% in the first quarter 2009, and up from 1.7% in second quarter 2008 pro forma self-pay churn.

In the second quarter 2009, SIRIUS XM achieved positive pro forma adjusted income from operations of $132 million as compared to a pro forma loss from operations of ($61) million in the second quarter 2008. The second quarter 2009 US GAAP net loss was ($157) million, or ($0.04) per share, and includes $108 million, or ($0.03) per share, in net charges for the loss on the extinguishment of debt and credit facilities and a $24 million write-off, or ($.007) per share, of prepayments for future launch services attributable to the counterparty's bankruptcy filing. Absent these charges, the US GAAP net loss per share of ($0.01) was in line with Wall Street estimates. In the second quarter 2008 the US GAAP net loss was ($84) million, or ($0.06) per share. Second quarter 2009 free cash flow was $13 million compared to ($169) million of free cash flow in the second quarter 2008.

2009 OUTLOOK

SIRIUS XM now expects to achieve over $400 million in 2009 adjusted income from operations. This is an increase from the company's previous guidance of over $350 million in 2009 adjusted income from operations provided on May 7, 2009.

BALANCE SHEET IMPROVEMENTS

During the second quarter the company made improvements to its balance sheet including refinancing some of its debt at lower rates, extending maturities, and improving amortization schedules and covenants.

"These transactions have significantly improved the credit profile of the company, and we intend to be opportunistic in pursuing additional balance sheet improvements," said David Frear, SIRIUS XM's EVP and CFO.

Based upon the company's current plans, it has sufficient cash, cash equivalents, available borrowings under credit facilities and marketable securities to cover the company's estimated funding needs through cash flow breakeven, the point at which revenues are sufficient to fund expected operating expenses, capital expenditures, working capital requirements, interest payments and taxes. The company's projections are based on assumptions, which it believes are reasonable but contain uncertainties.

PRO FORMA RESULTS OF OPERATIONS

The discussion of operating results below is based upon pro forma comparisons as if the merger of SIRIUS and XM occurred on January 1, 2008 and excludes the effects of stock-based compensation and purchase accounting adjustments.

SECOND QUARTER 2009 VERSUS SECOND QUARTER 2008

For the second quarter of 2009, SIRIUS XM recognized total pro forma revenue of $608 million compared to $601 million for the second quarter 2008. This 1%, or $7 million, increase in revenue was driven by a 1% growth in weighted average subscribers from the second quarter 2008 as well as an increase in ARPU.

Total ARPU for the three months ended June 30, 2009 was $10.66, compared to $10.55 for the three months ended June 30, 2008. The increase was driven mainly by the sale of "Best of" programming, increased rates on the company's multi-subscription packages and revenues earned on the company's internet packages, partially offset by a decline in net advertising revenue per average subscriber.

In the second quarter 2009, the company achieved positive pro forma adjusted income from operations of $132 million, compared to an adjusted loss from operations of ($61) million for the second quarter of 2008 (refer to the reconciliation table of net loss to adjusted income (loss) from operations). The improvement was driven by the increase in total revenue of $7 million and a $187 million decrease, or 28%, in expenses included in adjusted income (loss) from operations.

Satellite and transmission costs decreased 27%, or $7 million, in the three months ended June 30, 2009 compared to the same period in 2008 due to reductions in maintenance costs, repeater lease expense, and personnel costs.

Programming and content costs decreased 14%, or $14 million, in the three months ended June 30, 2009 compared to the same period in 2008, mainly due to reductions in personnel and on-air talent costs as well as savings on certain content agreements.

Revenue share and royalties decreased by 5%, or $6 million, compared to the same period in 2008.

Customer service and billing costs remained relatively flat for the three months ended June 30, 2009 compared to the same period in 2008.

Cost of equipment decreased by 49%, or $8 million, in the three months ended June 30, 2009 compared to the same period in 2008 as a result of a decrease in the company's direct to customer sales and lower inventory write-downs.

Sales and marketing costs decreased 53%, or $55 million, and have decreased as a percentage of revenue to 8% from 17% in the three months ended June 30, 2009 compared to the same period in 2008. The decrease in Sales and marketing costs was due to reduced advertising and cooperative marketing spend, as well as, reductions to personnel costs and third party distribution support expenses.

Subscriber acquisition costs decreased 46%, or $70 million, and decreased as a percentage of revenue to 13% from 25% in the three months ended June 30, 2009 compared to the same period in 2008. SAC per gross addition declined by 20% to $57 from $71 in the year ago period. This improvement was driven by fewer OEM installations relative to gross subscriber additions, decreased production of certain radios, lower OEM subsidies and lower aftermarket inventory reserves as compared to the three months ended June 30, 2008. Subscriber acquisition costs also decreased as a result of the 35% decline in gross additions during the three months ended June 30, 2009 compared to the three months ended June 30, 2008.

General and administrative costs decreased 33%, or $22 million, mainly due to the absence of certain legal and regulatory charges incurred in 2008 and lower personnel costs.

Engineering, design and development costs decreased 35%, or $6 million, in the three months ended June 30, 2009 compared to the same period in 2008, due to lower costs associated with the manufacturing of radios, OEM tooling and manufacturing, and personnel.

Restructuring, impairments and related costs increased $27 million mainly due to a loss of $24 million on capitalized installment payments for the launch of a satellite, which are expected to provide no future benefits due to the counterparty's bankruptcy filing.

Other expenses increased 285%, or $147 million, in the three months ended June 30, 2009 compared to the same period in 2008 driven mainly by the loss on extinguishment of debt and credit facilities of $108 million, and an increase in interest expense of $53 million, offset by an increase of $13 million in gain on investments. The loss on the extinguishment of debt and credit facilities was incurred on the full repayment of XM's Amended and Restated Credit Agreement and its Second-Lien Credit Agreement. Interest expense increased due primarily to the issuance of XM's 13% Senior Notes due 2013 and the 7% Exchangeable Senior Subordinated Notes due 2014 in the third quarter of 2008.

SIX MONTHS ENDED JUNE 30, 2009 VERSUS SIX MONTHS ENDED JUNE 30, 2008

For the six months ended June 30, 2009, SIRIUS XM recognized total pro forma revenue of $1,213 million compared with $1,180 million for the six months ended June 30, 2008. This 3%, or $33 million, increase in revenue was primarily driven by an increase in subscriber revenue resulting primarily from a 4% growth in weighted average subscribers over the period as well as revenues from the sale of "Best of" programming, increased rates on the company's multi-subscription packages and revenues earned on the company's internet packages.

Total ARPU for the six months ended June 30, 2009 was $10.57, compared to $10.54 for the six months ended June 30, 2008. The increase was driven mainly by the sale of "Best of" programming, increased rates on the company's multi-subscription packages and revenues earned on its internet packages, partially offset by a decline in net advertising revenue per average subscriber.

The company's pro forma adjusted income from operations increased $372 million to $241 million for the six months ended June 30, 2009 from a loss of ($131) million for the six months ended June 30, 2008 (refer to the reconciliation table of net loss to adjusted income (loss) from operations). This increase was driven by a 3%, or $33 million, increase in revenue and a 26%, or $339 million, decrease in expenses included in adjusted income (loss) from operations.

Satellite and transmission costs decreased 25%, or $13 million, in the six months ended June 30, 2009 compared to the same period in 2008 due to reductions in maintenance costs, repeater lease expense, and personnel costs.

Programming and content costs decreased 12%, or $25 million, in the six months ended June 30, 2009 compared to the same period in 2008, due mainly to reductions in personnel and on-air talent costs as well as savings on certain content agreements.

Revenue share and royalties increased by 2%, or $4 million, while declining slightly as a percentage of revenue in the six months ended June 30, 2009 compared to the same period in 2008.

Customer service and billing costs remained relatively flat for the six months ended June 30, 2009 compared to the same period in 2008 due to scale efficiencies over a larger daily weighted average subscriber base.

Cost of equipment decreased by 50%, or $16 million, in the six months ended June 30, 2009 compared to the same period in 2008 as a result of a decrease in the company's direct to customer sales and lower inventory write-downs.

Sales and marketing costs decreased 46%, or $83 million, and decreased as a percentage of revenue to 8% from 15% in the six months ended June 30, 2009 compared to the same period in 2008 due to reduced advertising and cooperative marketing spend as well as reductions to personnel costs and third party distribution support expenses.

Subscriber acquisition costs decreased 47%, or $147 million, and decreased as a percentage of revenue to 14% from 26% in the six months ended June 30, 2009 compared to the same period in 2008. This decrease was driven by a 23% improvement in SAC, as adjusted, per gross addition due to fewer OEM installations relative to gross subscriber additions, decreased production of certain radios, lower OEM subsidies and lower aftermarket inventory reserves in the six months ended June 30, 2009 as compared to the six months ended June 30, 2008. Subscriber acquisition costs also decreased as a result of the 35% decline in gross additions during the six months ended June 30, 2009.

General and administrative costs decreased 32%, or $45 million, mainly due to the absence of certain legal and regulatory charges incurred in 2008 and lower personnel costs.

Engineering, design and development costs decreased 42%, or $13 million, in the six months ended June 30, 2009 compared to the same period in 2008, due to lower costs associated with the manufacturing of radios, OEM tooling and manufacturing, and personnel.

Restructuring, impairments and related costs increased $28 million mainly due to a loss of $24 million on capitalized installment payments, which are expected to provide no future benefits due to the counterparty's bankruptcy filing, for the launch of a satellite.

Other expenses increased 190%, or $194 million, in the six months ended June 30, 2009 compared to the same period in 2008 driven mainly by the loss on extinguishment of debt and credit facilities of $126 million, and an increase in interest expense of $79 million, offset by an increase of $9 million in gain on investments. The loss on the extinguishment of debt and credit facilities was incurred on the full repayment of XM's Amended and Restated Credit Agreement and its Second-Lien Credit Agreement. Interest expense increased due primarily to the issuance of XM's 13% Senior Notes due 2013 and the 7% Exchangeable Senior Subordinated Notes due 2014 in the third quarter of 2008.

Unaudited
---------------------------------------
Three Months Ended Six Months Ended
June 30, June 30,
--------------------- --------------------
2009 2008 2009 2008
---- ----- ---- ----
(Actual) (Pro Forma) (Actual) (Pro Forma)

Beginning subscribers 18,599,434 17,974,531 19,003,856 17,348,622
Gross subscriber additions 1,380,125 2,111,655 2,719,086 4,153,311
Deactivated subscribers (1,566,124) (1,509,356) (3,309,507) (2,925,103)
---------- ---------- ---------- ----------
Net additions (185,999) 602,299 (590,421) 1,228,208
---------- ---------- ---------- ----------
Ending subscribers 18,413,435 18,576,830 18,413,435 18,576,830
========== ========== ========== ==========

Retail 8,235,761 9,185,837 8,235,761 9,185,837
OEM 10,081,514 9,285,488 10,081,514 9,285,488
Rental 96,160 105,505 96,160 105,505
---------- ---------- ---------- ----------
Ending subscribers 18,413,435 18,576,830 18,413,435 18,576,830
========== ========== ========== ==========

Retail (301,295) (4,090) (669,326) (52,878)
OEM 123,165 593,169 85,561 1,252,220
Rental (7,869) 13,220 (6,656) 28,866
---------- ---------- ---------- ----------
Net additions (185,999) 602,299 (590,421) 1,228,208
========== ========== ========== ==========

Self-pay 15,421,414 14,829,150 15,421,414 14,829,150
Paid promotional 2,992,021 3,747,680 2,992,021 3,747,680
---------- ---------- ---------- ----------
Ending subscribers 18,413,435 18,576,830 18,413,435 18,576,830
========== ========== ========== ==========

Self-pay (14,996) 515,744 (128,243) 955,804
Paid promotional (171,003) 86,555 (462,178) 272,404
---------- ---------- ---------- ----------
Net additions (185,999) 602,299 (590,421) 1,228,208
========== ========== ========== ==========

Daily weighted average
number of subscribers 18,438,473 18,240,018 18,575,219 17,931,515
========== ========== ========== ==========

Unaudited Pro Forma
-------------------------------------------
Three Months Ended Six Months Ended
June 30, June 30,
------------------ --------------------
2009 2008 2009 2008

Average self-pay
monthly churn (1)(7) 2.0% 1.7% 2.1% 1.8%
Conversion rate (2)(7) 44.4% 50.6% 44.7% 50.8%
ARPU (3)(7) $10.66 $10.55 $10.57 $10.54
SAC, as adjusted,
per gross subscriber
addition (4)(7) $57 $71 $59 $77
Customer service and
Billing expenses, as
adjusted, per average
subscriber (5)(7) $1.05 $1.06 $1.06 $1.10
Total revenue $607,836 $601,052 $1,213,317 $1,179,857
Free cash flow (6)(7) $12,694 $(168,955) $9,048 $(480,054)
Adjusted income (loss)
From operations (8) $132,219 $(61,118) $241,055 $(131,273)
Net loss $(171,280) $(203,471) $(234,155) $(436,858)

Unaudited Pro Forma
-------------------
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ------------------
(in thousands) 2009 2008 2009 2008
---- ---- ---- ----

Revenue:
Subscriber revenue,
including effects of
rebates $576,958 $558,290 $1,153,034 $1,097,345
Advertising revenue, net of
agency fees 12,564 18,764 24,869 36,290
Equipment revenue 10,928 15,447 20,837 25,831
Other revenue 7,386 8,551 14,577 20,391
--------- --------- --------- ---------
Total revenue 607,836 601,052 1,213,317 1,179,857

Operating expenses:
Satellite and transmission 18,659 25,467 38,401 51,202
Programming and content 87,707 101,871 184,386 209,793
Revenue share and royalties 117,671 123,309 238,932 234,451
Customer service and billing 58,054 58,236 117,723 118,302
Cost of equipment 8,051 15,702 16,044 31,840
Sales and marketing 48,610 103,326 99,212 182,403
Subscriber acquisition costs 80,988 150,585 164,698 311,919
General and administrative 45,754 67,980 94,331 139,460
Engineering, design and
development 10,123 15,694 18,535 31,760
Depreciation and
amortization 46,118 59,551 97,599 131,940
Share-based payment expense 31,003 30,098 52,501 69,864
Restructuring, impairments
and related costs 27,000 - 27,614 -
--------- --------- --------- ---------
Total operating expenses 579,738 751,819 1,149,976 1,512,934
--------- --------- --------- ---------
Income (loss) from
operations 28,098 (150,767) 63,341 (333,077)
Other expense (198,263) (51,488) (295,267) (101,691)
--------- --------- --------- ---------
Loss before
income taxes (170,165) (202,255) (231,926) (434,768)
Income tax expense (1,115) (1,216) (2,229) (2,090)

Net loss $(171,280) $(203,471) $(234,155) $(436,858)
========= ========== ========== ==========

Actual
------
For the Three Months For the Six Months
Ended June 30, Ended June 30,
-------------------- ------------------
(in thousands, except per
share data) 2009 2008 2009 2008
---- ---- ---- ----

Revenue:
Subscriber revenue,
including effects of
rebates $561,763 $266,518 $1,121,151 $522,158
Advertising revenue, net of
agency fees 12,564 8,332 24,869 16,740
Equipment revenue 10,928 7,956 20,837 14,019
Other revenue 5,574 211 10,951 450
--------- --------- --------- ---------
Total revenue 590,829 283,017 1,177,808 553,367
Operating expenses
(depreciation and
amortization shown
separately below) (1):
Cost of services:
Satellite and transmission 19,615 7,451 39,894 15,275
Programming and content 72,102 55,247 152,511 116,939
Revenue share and royalties 95,831 49,723 196,297 92,043
Customer service and billing 58,833 22,865 119,041 49,786
Cost of equipment 8,051 6,647 16,044 14,234
Sales and marketing 48,693 49,133 100,116 87,598
Subscriber acquisition costs 67,651 81,392 140,719 171,216
General and administrative 66,716 42,467 126,031 91,246
Engineering, design and
development 11,944 9,028 21,723 17,684
Depreciation and
amortization 77,158 27,113 159,524 54,019

Restructuring, impairments
and related costs 27,000 - 27,614 -
-------- --------- --------- ---------
Total operating expenses 553,594 351,066 1,099,514 710,040
-------- --------- --------- ---------
Income (loss) from
operations 37,235 (68,049) 78,294 (156,673)
Other income (expense):
Interest and investment income 901 1,425 1,641 4,227
Interest expense, net of
amounts capitalized (95,794) (16,745) (161,535) (34,421)
Loss on extinguishment
of debt and credit
facilities, net (107,756) - (125,713) -
Gain on investments 8,422 - 516 -
Other income (expense) 749 13 1,259 (64)
-------- --------- --------- ---------
Total other expense (193,478) (15,307) (283,832) (30,258)
-------- --------- --------- ---------
Loss before income taxes (156,243) (83,356) (205,538) (186,931)
Income tax expense (1,115) (543) (2,229) (1,086)

Net loss (157,358) (83,899) (207,767) (188,017)
Preferred stock beneficial
conversion feature - - (186,188) -
--------- --------- --------- ---------
Net loss attributable to
common stockholders $(157,358) $(83,899) $(393,955) $(188,017)
========= ========= ========= =========
Net loss per common share
(basic and diluted) $(0.04) $(0.06) $(0.11) $(0.13)
========= ========= ========= =========
Weighted average common shares
outstanding
(basic and diluted) 3,586,742 1,499,723 3,555,489 1,487,610
========= ========= ========= =========

(1) Amounts related to share-based payment expense included in operating
expenses were as follows:

Satellite and transmission $1,177 $759 $1,934 $1,555
Programming and content 1,891 1,160 4,381 3,949
Customer service and billing 779 265 1,318 541
Sales and marketing 3,072 2,464 7,358 7,704
Subscriber acquisition costs - - - 14
General and administrative 20,961 11,457 31,699 23,455
Engineering, design and
development 1,821 1,046 3,188 2,195

Total share-based payment expense $29,701 $17,151 $49,878 $39,413
======= ======= ======= =======

June 30, December 31,
2009 2008
--------- -----------
(in thousands, except share and per share data) (Unaudited)

ASSETS
Current assets:
Cash and cash equivalents $541,688 $380,446
Accounts receivable, net of allowance
for doubtful accounts of $10,313 and
$10,860, respectively 77,263 102,024
Receivables from distributors 33,673 45,950
Inventory, net 27,886 24,462
Prepaid expenses 120,273 67,203
Related party current assets 108,527 114,177
Other current assets 57,613 58,744
------ ------
Total current assets 966,923 793,006
Property and equipment, net 1,690,864 1,703,476
FCC licenses 2,083,654 2,083,654
Restricted investments 3,400 141,250
Deferred financing fees, net 63,279 40,156
Intangible assets, net 647,936 688,671
Goodwill 1,834,856 1,834,856
Related party long-term assets 118,628 124,607
Other long-term assets 97,792 81,019
------ ------
Total assets $7,507,332 $7,490,695
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $512,581 $642,820
Accrued interest 73,134 76,463
Current portion of deferred revenue 995,696 985,180
Current portion of deferred credit on
executory contracts 244,116 234,774
Current maturities of long-term debt 286,045 399,726
Current maturities of long-term
related party debt 787 -
Related party current liabilities 59,101 68,373
------ ------
Total current liabilities 2,171,460 2,407,336
Deferred revenue 284,798 247,889
Deferred credit on executory
contracts 918,678 1,037,190
Long-term debt 2,807,271 2,851,740
Long-term related party debt 222,096 -
Deferred tax liability 900,273 894,453
Related party long-term liabilities 21,123 -
Other long-term liabilities 37,929 43,550
------ ------
Total liabilities 7,363,628 7,482,158
--------- ---------

Commitments and contingencies
Stockholders' equity:
Preferred stock, par value $0.001; 50,000,000
authorized at June 30, 2009 and December 31, 2008:
Series A convertible preferred stock (liquidation
preference of $51,370 at June 30, 2009 and
December 31, 2008); 24,808,959 shares issued and
outstanding at June 30, 2009 and December 31, 2008 25 25
Convertible perpetual preferred stock, series B
(liquidation preference of $13 and $0 at June 30,
2009 and December 31, 2008, respectively);
12,500,000 and zero shares issued and outstanding
at June 30, 2009 and December 31, 2008,
respectively 13 -
Convertible preferred stock, series C junior;
no shares issued and outstanding at June 30, 2009
and December 31, 2008 - -
Common stock, par value $0.001; 9,000,000,000
and 8,000,000,000 shares authorized at
June 30, 2009 and December 31, 2008,
respectively; 3,883,905,655 and 3,651,765,837
shares issued and outstanding at June 30,
2009 and December 31, 2008, respectively 3,884 3,652
Accumulated other comprehensive loss, net of tax (6,986) (7,871)
Additional paid-in capital 10,252,983 9,724,991
Accumulated deficit (10,106,215) (9,712,260)
---------- ----------
Total stockholders' equity 143,704 8,537
---------- ----------
Total liabilities and stockholders' equity $7,507,332 $7,490,695
========== ==========

For the Six Months
Ended June 30,
--------------------------
(in thousands) 2009 2008
---- ----

Cash flows from operating activities:
Net loss $(207,767) $(188,017)
Adjustments to reconcile net loss to net
cash provided by (used in) operating
activities:
Depreciation and amortization 159,524 54,019
Non-cash interest expense, net of
amortization of premium 26,799 1,971
Provision for doubtful accounts 16,278 5,048
Loss on extinguishment of debt and credit
facilities, net 125,713 -
Write-down of long-lived assets 27,614 -
Amortization of deferred income related to
equity method investment (1,388) -
Loss on investments 6,353 -
Share-based payment expense 49,878 39,413
Deferred income taxes 2,229 1,086
Other non-cash purchase price adjustments (85,223) -
Changes in operating assets and liabilities:
Accounts receivable 8,483 11,834
Inventory (3,424) 5,921
Receivables from distributors 12,277 (11,102)
Related party assets 11,629 -
Prepaid expenses and other current assets 24,052 14,594
Other long-term assets 34,476 5,399
Accounts payable and accrued expenses (106,041) (97,463)
Accrued interest 997 53
Deferred revenue 24,713 26,875
Related party liabilities 11,851 -
Other long-term liabilities (2,164) (712)
------- -------
Net cash provided by (used in) operating
activities 136,859 (131,081)
------- -------

Cash flows from investing activities:
Additions to property and equipment (127,811) (73,698)
Purchases of restricted and other
investments - (3,000)
Merger-related costs - (14,843)
Sale of restricted and other investments - 5,004
- -----
Net cash used in investing activities (127,811) (86,537)
-------- -------

Cash flows from financing activities:
Proceeds from exercise of warrants and
stock options - 181
Preferred stock issuance costs, net (3,712) -
Long-term borrowings, net 384,876 -
Related party long-term borrowings, net 316,340 -
Payment of premiums on redemption of debt (16,572) -
Repayment of long-term borrowings (427,871) (1,250)
Repayment of related party long-term
borrowings (100,867) -
-------- -
Net cash provided by (used in) financing
activities 152,194 (1,069)
------- ------
Net increase (decrease) in cash and cash
equivalents 161,242 (218,687)
Cash and cash equivalents at beginning of
period 380,446 438,820
------- -------
Cash and cash equivalents at end of period $541,688 $220,133
======== ========

FOOTNOTES TO PRESS RELEASE AND TABLES FOR NON-GAAP FINANCIAL MEASURES

(1) Average self-pay monthly churn represents the monthly average of
self-pay deactivations by the quarter divided by the average self-pay
subscriber balance for the quarter.
(2) We measure the percentage of subscribers that receive our service
and convert to self-paying after the initial promotion period. We
refer to this as the "conversion rate." At the time of sale, vehicle
owners generally receive between three and twelve month prepaid trial
subscriptions and we receive a subscription fee from the OEM.
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. Based on our experience it may take up to 90
days after the trial service ends for subscribers to respond to our
marketing communications and become self-paying subscribers.
(3) ARPU is derived from total earned subscriber revenue and net
advertising revenue, divided by the number of months in the period,
divided by the daily weighted average number of subscribers for the
period. ARPU is calculated as follows (in thousands, except for per
subscriber amounts):

Unaudited Pro Forma
---------------------------------------
Three Months Ended Six Months Ended
June 30, June 30,
------------------ -----------------
2009 2008 2009 2008
---- ---- ---- ----

Subscriber revenue $576,958 $558,290 $1,153,034 $1,097,345
Net advertising revenue 12,564 18,764 24,869 36,290
------ ------ ------ ------
Total subscriber and net
advertising revenue $589,522 $577,054 $1,177,903 $1,133,635
======== ======== ========== ==========

Daily weighted average
number of subscribers 18,438,473 18,240,018 18,575,219 17,931,515
ARPU $10.66 $10.55 $10.57 $10.54

(4) SAC, as adjusted, per gross subscriber addition is derived from
subscriber acquisition costs and margins from the direct sale of
radios and accessories, excluding share-based payment expense divided
by the number of gross subscriber additions for the period. SAC, as
adjusted, per gross subscriber addition is calculated as follows (in
thousands, except for per subscriber amounts):

Unaudited Pro Forma
-------------------
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ----------------
2009 2008 2009 2008
---- ---- ---- ----

Subscriber acquisition cost $80,988 $150,585 $164,698 $311,933
Less: share-based payment
expense granted to third
parties and employees - - - (14)
Less/Add: margin from direct
sales of radios
and accessories (2,877) 255 (4,793) 6,009
------ --- ------ -----
SAC, as adjusted $78,111 $150,840 $159,905 $317,928
======= ======== ======== ========

Gross subscriber additions 1,380,125 2,111,655 2,719,086 4,153,311
SAC, as adjusted, per gross
subscriber addition $57 $71 $59 $77

(5) Customer service and billing expenses, as adjusted, 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. Customer service and billing
expenses, as adjusted, per average subscriber is calculated as
follows (in thousands, except for per subscriber amounts):

Unaudited Pro Forma
-------------------
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ----------------
2009 2008 2009 2008
---- ---- ---- ----

Customer service
and billing
expenses $58,959 $59,253 $119,284 $120,484
Less: share-based
payment expense (905) (1,017) (1,561) (2,182)
------- ------- -------- --------
Customer service and billing
expenses, as adjusted $58,054 $58,236 $117,723 $118,302
======= ======= ======== ========

Daily weighted average number
of subscribers 18,438,473 18,240,018 18,575,219 17,931,515
Customer service and billing
expenses, as adjusted,
per average subscriber $1.05 $1.06 $1.06 $1.10

(6) Free cash flow is calculated as follows:

Unaudited Pro Forma
----------------------------------------
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ----------------
2009 2008 2009 2008
---- ---- ---- ----

Net cash provided by (used in)
operating activities $69,988 $(119,107) $136,859 $(366,095)
Additions to property and
equipment (56,671) (45,052) (127,811) (101,145)
Merger related costs (623) (4,825) - (14,843)
Restricted and other investment
activity - 29 - 2,029
- -- - -----
Free cash flow $12,694 $(168,955) $9,048 $(480,054)
======= ========= ====== =========

(7) Average self-pay monthly churn; conversion rate; ARPU; SAC, as
adjusted, per gross subscriber addition; customer service and billing
expenses, as adjusted, per average subscriber; and free cash flow are
not measures of financial performance under U.S. generally accepted
accounting principles ("GAAP"). We believe these non-GAAP financial
measures provide meaningful supplemental information regarding our
operating performance and are used by us for budgetary and planning
purposes; when publicly providing our business outlook; as a means to
evaluate period-to-period comparisons; and to compare our performance
to that of our competitors. We also believe that investors also use
our current and projected metrics to monitor the performance of our
business and to make investment decisions.

We believe the exclusion of share-based payment expense in our
calculations of SAC, as adjusted, per gross subscriber addition and
customer service and billing expenses, as adjusted, 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 subscriber
acquisition costs and customer service and billing expenses.
Specifically, the exclusion of share-based payment expense in our
calculation of SAC, as adjusted, per gross subscriber addition is
critical in being able to understand the economic impact of the
direct costs incurred to acquire a subscriber and the effect over
time as economies of scale are reached.

These non-GAAP financial measures are used in addition to and in
conjunction with results presented in accordance with GAAP. These
non-GAAP financial measures 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.

(8) We refer to net loss before interest and investment income, interest
expense net of amounts capitalized, income tax expense, loss from
redemption of debt, loss on investments, other expense (income),
restructuring, impairments and related costs, depreciation and
amortization, and share related payment expense as adjusted income
(loss) from operations. Adjusted income (loss) from operations is not
a measure of financial performance under U.S. GAAP. We believe
adjusted income (loss) from operations is a useful measure of our
operating performance. We use adjusted income (loss) from operations
for budgetary and planning purposes; to assess the relative
profitability and on-going performance of our consolidated
operations; to compare our performance from period-to-period; and to
compare our performance to that of our competitors. We also believe
adjusted income (loss) from operations is useful to investors to
compare our operating performance to the performance of other
communications, entertainment and media companies. We believe that
investors use current and projected adjusted income (loss) from
operations to estimate our current or 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 interest and
depreciation expense. We believe adjusted income (loss) from
operations provides useful information about the operating
performance of our business apart from the costs associated with our
capital structure and physical plant. The exclusion of interest and
depreciation and amortization expense is useful given fluctuations in
interest rates and significant variation in depreciation and
amortization expense that can result from the amount and timing of
capital expenditures and 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 taxes is appropriate for comparability purposes as the tax
positions of companies can vary because of their differing abilities
to take advantage of tax benefits and because of the tax policies of
the various jurisdictions in which they operate. We believe the
exclusion of restructuring and related costs is useful given the non-
recurring 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 market value of
our common stock. To compensate for the exclusion of taxes, other
income (expense), depreciation and amortization and share-based
payment expense, we separately measure and budget for these items.

There are material limitations associated with the use of adjusted
income (loss) from operations in evaluating our company compared with
net loss, which reflects overall financial performance, including the
effects of taxes, other income (expense), depreciation and
amortization, restructuring impairments and related costs, and share-
based payment expense. We use adjusted income (loss) from operations
to supplement GAAP results to provide a more complete understanding
of the factors and trends affecting the business than GAAP results
alone. Investors that wish to compare and evaluate our operating
results after giving effect for these costs, should refer to net loss
as disclosed in our unaudited condensed consolidated statements of
operations. Since adjusted income (loss) from operations is a non-
GAAP financial measure, our calculation of adjusted income (loss)
from operations 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 the pro forma unadjusted net loss to the pro
forma adjusted income (loss) from operations is calculated as follows
(see footnotes for reconciliation of the pro forma amounts to their
respective GAAP amounts):

Unaudited Pro Forma
--------------------------------------
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ----------------
(in thousands) 2009 2008 2009 2008
---- ---- ---- ----

Reconciliation of Net loss
to Adjusted income (loss)
from operations:
Net loss $(171,280) $(203,471) $(234,155) $(436,858)
Add back Net loss items
excluded from Adjusted
income (loss) from operations:
Interest and investment
income (901) (2,168) (1,641) (6,646)
Interest expense, net of
amounts capitalized 100,579 47,225 172,970 94,228
Income tax expense 1,115 1,216 2,229 2,090
Loss on extinguishment of
debt and credit
facilities, net 107,756 - 125,713 -
(Gain) loss on investments (8,422) 4,373 (516) 8,550
Other expense (income) (749) 2,058 (1,259) 5,559
-------- -------- -------- --------
Income (loss) from
operations 28,098 (150,767) 63,341 (333,077)
Restructuring, impairments
and related costs 27,000 - 27,614 -
Depreciation and
amortization 46,118 59,551 97,599 131,940
Share-based payment expense 31,003 30,098 52,501 69,864

Adjusted income (loss) from
operations $132,219 $(61,118) $241,055 $(131,273)
======== ======== ======== =========

There are material limitations associated with the use of a pro forma
unadjusted results of operations in evaluating our company compared
with our GAAP results of operations, which reflects overall financial
performance. We use pro forma unadjusted results of operations to
supplement GAAP results to provide a more complete understanding of
the factors and trends affecting the business than GAAP results
alone. Investors that wish to compare and evaluate our operating
results after giving effect for these costs, should refer to results
of operations as disclosed in our unaudited condensed consolidated
statements of operations. Since pro forma unadjusted results of
operations is a non-GAAP financial measure, our 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.

(9) The following tables reconcile our GAAP results of operations to our
non-GAAP pro forma unadjusted results of operations.

Unaudited For the Three Months
Ended June 30, 2009
---------------------------------------------
Allocation
Purchase of
Price Share-based
Accounting Payment
As Reported Adjustments Expense Pro Forma
----------- ----------- ----------- ---------

Revenue:
Subscriber revenue,
including effects of
rebates $561,763 $15,195 $- $576,958
Advertising revenue, net of
agency fees 12,564 - - 12,564
Equipment revenue 10,928 - - 10,928
Other revenue 5,574 1,812 - 7,386
----- ----- - -----
Total revenue 590,829 17,007 - 607,836
Operating expenses
(excludes depreciation and
amortization
shown separately below) (1)
Cost of services:
Satellite and transmission 19,615 354 (1,310) 18,659
Programming and content 72,102 17,701 (2,096) 87,707
Revenue share and royalties 95,831 21,840 - 117,671
Customer service and
billing 58,833 126 (905) 58,054
Cost of equipment 8,051 - - 8,051
Sales and marketing 48,693 3,173 (3,256) 48,610
Subscriber acquisition
costs 67,651 13,337 - 80,988
General and administrative 66,716 406 (21,368) 45,754
Engineering, design and
development 11,944 247 (2,068) 10,123
Depreciation and
amortization 77,158 (31,040) - 46,118
Share-based payment expense - - 31,003 31,003
Restructuring, impairments
and related costs 27,000 - - 27,000
------ - - ------
Total operating expenses 553,594 26,144 - 579,738
------- ------ - -------
Income (loss) from
operations 37,235 (9,137) - 28,098
Other income (expense)
Interest and investment
income 901 - - 901
Interest expense, net of
amounts capitalized (95,794) (4,785) - (100,579)
Loss on extinguishment of
debt and credit
facilities, net (107,756) - - (107,756)
Gain on investments 8,422 - - 8,422
Other (expense) income 749 - - 749
--- - - ---
Total other expense (193,478) (4,785) - (198,263)
-------- ------ - --------
Loss before income taxes (156,243) (13,922) - (170,165)
Income tax expense (1,115) - - (1,115)
------ - - ------
Net loss $(157,358) $(13,922) $- $(171,280)
========= ======== == =========

(1) Amounts related to share-based payment expense included in operating
expenses were as follows:

Satellite and transmission $1,177 $133 $- $1,310
Programming and content 1,891 205 - 2,096
Customer service and
billing 779 126 - 905
Sales and marketing 3,072 184 - 3,256
Subscriber acquisition
costs - - - -
General and administrative 20,961 407 - 21,368
Engineering, design and
development 1,821 247 - 2,068

Total share-based payment
expense $29,701 $1,302 $- $31,003
======= ====== ====== =======

Unaudited For the Three Months
Ended June 30, 2008
---------------------------------------------
Allocation
of
Predecessor Share-based
Financial Payment
As Reported Information Expense Pro Forma
----------- ----------- ----------- ---------
Revenue:
Subscriber revenue,
including effects of
rebates $266,518 $291,772 $- $558,290
Advertising revenue, net of
agency fees 8,332 10,432 - 18,764
Equipment revenue 7,956 7,491 - 15,447
Other revenue 211 8,340 - 8,551
--- ----- - -----
Total revenue 283,017 318,035 - 601,052
Operating expenses (excludes
depreciation and
amortization
shown separately below) (1)
Cost of services:
Satellite and transmission 7,451 19,780 (1,764) 25,467
Programming and content 55,247 49,604 (2,980) 101,871
Revenue share and royalties 49,723 73,586 - 123,309
Customer service and billing 22,865 36,388 (1,017) 58,236
Cost of equipment 6,647 9,055 - 15,702
Sales and marketing 49,133 59,280 (5,087) 103,326
Subscriber acquisition costs 81,392 69,193 - 150,585
General and administrative 42,467 42,015 (16,502) 67,980
Engineering, design and
development 9,028 9,414 (2,748) 15,694
Depreciation and
amortization 27,113 32,438 - 59,551
Share-based payment expense - - 30,098 30,098
- - ------ ------
Total operating expenses 351,066 400,753 - 751,819
------- ------- - -------
Loss from operations (68,049) (82,718) - (150,767)
Other income (expense)
Interest and investment
income 1,425 743 - 2,168
Interest expense, net of
amounts capitalized (16,745) (30,480) - (47,225)
Loss on extinguishment of
debt and credit facilities,
net - - - -
Loss on investments - (4,373) - (4,373)
Other (expense) income 13 (2,071) - (2,058)
-- ------ - ------
Total other expense (15,307) (36,181) - (51,488)
------- ------- - -------
Loss before income taxes (83,356) (118,899) - (202,255)
Income tax expense (543) (673) - (1,216)
---- ---- - ------
Net loss $(83,899) $(119,572) $- $(203,471)
======== ========== ======== =========

(1) Amounts related to share-based payment expense included in operating
expenses were as follows:

Satellite and transmission $759 $1,005 $- $1,764
Programming and content 1,160 1,820 - 2,980
Customer service and billing 265 752 - 1,017
Sales and marketing 2,464 2,623 - 5,087
Subscriber acquisition costs - - - -
General and administrative 11,457 5,045 - 16,502
Engineering, design and
development 1,046 1,702 - 2,748

Total share-based payment
expense $17,151 $12,947 $- $30,098
======= ======= ======= =======

Unaudited For the Six Months
Ended June 30, 2009
-------------------------------
Allocation
Purchase of
Price Share-based
Accounting Payment
As Reported Adjustments Expense Pro Forma
----------- ----------- ----------- ---------
Revenue:
Subscriber revenue,
including effects of
rebates $1,121,151 $31,883 $- $1,153,034
Advertising revenue, net of
agency fees 24,869 - - 24,869
Equipment revenue 20,837 - - 20,837
Other revenue 10,951 3,626 - 14,577
------ ----- - ------
Total revenue 1,177,808 35,509 - 1,213,317
Operating expenses (excludes
depreciation and
amortization
shown separately below) (1)
Cost of services:
Satellite and transmission 39,894 681 (2,174) 38,401
Programming and content 152,511 36,592 (4,717) 184,386
Revenue share and royalties 196,297 42,635 - 238,932
Customer service and billing 119,041 243 (1,561) 117,723
Cost of equipment 16,044 - - 16,044
Sales and marketing 100,116 6,831 (7,735) 99,212
Subscriber acquisition costs 140,719 23,979 - 164,698
General and administrative 126,031 878 (32,578) 94,331
Engineering, design and
development 21,723 548 (3,736) 18,535
Depreciation and
amortization 159,524 (61,925) - 97,599
Share-based payment expense - - 52,501 52,501
Restructuring, impairments
and related costs 27,614 - - 27,614
------ - - ------
Total operating expenses 1,099,514 50,462 - 1,149,976
--------- ------ - ---------
Income (loss) from
operations 78,294 (14,953) - 63,341
Other income (expense)
Interest and investment
income 1,641 - - 1,641
Interest expense, net of
amounts capitalized (161,535) (11,435) - (172,970)
Loss on extinguishment of
debt and credit facilities,
net (125,713) - - (125,713)
Gain on investments 516 - - 516
Other (expense) income 1,259 - - 1,259
----- - - -----
Total other expense (283,832) (11,435) - (295,267)
-------- ------- - --------
Loss before income taxes (205,538) (26,388) - (231,926)
Income tax expense (2,229) - - (2,229)
------ - - ------
Net loss $(207,767) $(26,388) $- $(234,155)
========= ======== ======= =========

(1) Amounts related to share-based payment expense included in operating
expenses were as follows:

Satellite and transmission $1,934 $240 $- $2,174
Programming and content 4,381 336 - 4,717
Customer service and billing 1,318 243 - 1,561
Sales and marketing 7,358 377 - 7,735
Subscriber acquisition costs - - - -
General and administrative 31,699 879 - 32,578
Engineering, design and development 3,188 548 - 3,736
Total share-based payment expense $49,878 $2,623 $- $52,501
======= ====== ====== =======

Unaudited For the Six Months
Ended June 30, 2008
----------------------------------------------

Allocation
of
Predecessor Share-based
Financial Payment
As Reported Information Expense Pro Forma
----------- ----------- ----------- ---------
Revenue:
Subscriber revenue,
including effects of
rebates $522,158 $575,187 $- $1,097,345
Advertising revenue, net of
agency fees 16,740 19,550 - 36,290
Equipment revenue 14,019 11,812 - 25,831
Other revenue 450 19,941 - 20,391
--- ------ - ------
Total revenue 553,367 626,490 - 1,179,857
Operating expenses (excludes
depreciation and
amortization
shown separately below) (1)
Cost of services:
Satellite and transmission 15,275 39,922 (3,995) 51,202
Programming and content 116,939 101,166 (8,312) 209,793
Revenue share and royalties 92,043 142,408 - 234,451
Customer service and billing 49,786 70,698 (2,182) 118,302
Cost of equipment 14,234 17,606 - 31,840
Sales and marketing 87,598 108,786 (13,981) 182,403
Subscriber acquisition costs 171,216 140,717 (14) 311,919
General and administrative 91,246 83,235 (35,021) 139,460
Engineering, design and
development 17,684 20,435 (6,359) 31,760
Depreciation and
amortization 54,019 77,921 - 131,940
Share-based payment expense - - 69,864 69,864
- - ------ ------
Total operating expenses 710,040 802,894 - 1,512,934
------- ------- - ---------
Loss from operations (156,673) (176,404) - (333,077)
Other income (expense)
Interest and investment
income 4,227 2,419 - 6,646
Interest expense, net of
amounts capitalized (34,421) (59,807) - (94,228)
Loss on extinguishment of
debt and credit facilities,
net - - - -
Loss on investments - (8,550) - (8,550)
Other (expense) income (64) (5,495) - (5,559)
--- ------ - ------
Total other expense (30,258) (71,433) - (101,691)
-------- -------- - --------
Loss before income taxes (186,931) (247,837) - (434,768)
Income tax expense (1,086) (1,004) - (2,090)
------ ------ - ------
Net loss $(188,017) $(248,841) $- $(436,858)
========= ========= ====== =========

(1) Amounts related to share-based payment expense included in operating
expenses were as follows:

Satellite and transmission $1,555 $2,440 $- $3,995
Programming and content 3,949 4,363 - 8,312
Customer service and billing 541 1,641 - 2,182
Sales and marketing 7,704 6,277 - 13,981
Subscriber acquisition costs 14 - - 14
General and administrative 23,455 11,566 - 35,021
Engineering, design and
development 2,195 4,164 - 6,359

Total share-based payment
expense $39,413 $30,451 $- $69,864
======= ======= ====== =======

(10) The following table reconciles our GAAP Net loss attributable to common stockholders to our non-GAAP Net loss before preferred stock beneficial conversion feature and Net loss before preferred stock beneficial conversion feature per common share (basic and diluted).

For the Six Months
Ended June 30,
(in thousands, except per share data) 2009 2008
Net loss attributable to common
stockholders $(393,955) $(188,017)
Less: Preferred stock beneficial
conversion feature (186,188) -
Net loss before preferred stock
beneficial conversion feature $(207,767) $(188,017)
Net loss before preferred stock
beneficial conversion feature
per common share (basic and diluted) $(0.06) $(0.13)
Weighted average common shares
outstanding (basic and diluted) 3,555,489 1,487,610

About SIRIUS XM Radio

SIRIUS XM Radio is America's satellite radio company delivering to subscribers commercial-free music channels, premier sports, news, talk, entertainment, and traffic and weather.

SIRIUS XM Radio has content relationships with an array of personalities and artists, including Howard Stern, Martha Stewart, Oprah Winfrey, Jimmy Buffett, Jamie Foxx, Barbara Walters, Opie & Anthony, Bubba the Love Sponge , The Grateful Dead, Willie Nelson, Bob Dylan, Tom Petty, and Bob Edwards. SIRIUS XM Radio is the leader in sports programming as the Official Satellite Radio Partner of the NFL, Major League Baseball , NASCAR , NBA, NHL , and PGA TOUR , and broadcasts major college sports.

SIRIUS XM Radio has arrangements with every major automaker. SIRIUS XM Radio products are available at shop.sirius.com and shop.xmradio.com, and at retail locations nationwide, including Best Buy, RadioShack, Target, Sam's Club, and Wal-Mart.

SIRIUS XM Radio also offers SIRIUS Backseat TV, the first ever live in-vehicle rear seat entertainment featuring Nickelodeon, Disney Channel and Cartoon Network; XM NavTraffic service for GPS navigation systems delivers real-time traffic information, including accidents and road construction, for more than 80 North American markets.

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 the benefits of the business combination transaction involving SIRIUS and XM, including potential synergies and cost savings and the timing thereof, future financial and operating results, the combined company's 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," "anticipate," "believe," "plan," "estimate," "intend," "will," "should," "may," or words of similar meaning. Such forward-looking statements are based upon the current beliefs and expectations of SIRIUS' and XM's management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond the control of SIRIUS and XM. 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 statement: our substantial indebtedness; the businesses of SIRIUS and XM may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; the useful life of our satellites; our dependence upon automakers and other third parties; our competitive position versus other forms of audio and video entertainment; and general economic conditions. Additional factors that could cause SIRIUS' and XM's results to differ materially from those described in the forward-looking statements can be found in SIRIUS' Annual Report on Form 10-K for the year ended December 31, 2008 and XM's Annual Report on Form 10-K for the year ended December 31, 2008, which are 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 SIRIUS and XM 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:
Paul Blalock
SIRIUS XM Radio
212 584 5174
paul.blalock@siriusxm.com

Patrick Reilly
SIRIUS XM Radio
212 901 6646
patrick.reilly@siriusxm.com

Hooper Stevens
SIRIUS XM Radio
212 901 6718
hooper.stevens@siriusxm.com

Photo: http://www.newscom.com/cgi-bin/prnh/20080819/NYTU044LOGO
Source: SIRIUS XM Radio

CONTACT: Paul Blalock, SIRIUS XM Radio, +1-212-584-5174,
paul.blalock@siriusxm.com, Patrick Reilly, SIRIUS XM Radio +1-212-901-6646,
patrick.reilly@siriusxm.com, Hooper Stevens, SIRIUS XM Radio, +1-212-901 6718,
hooper.stevens@siriusxm.com

Web Site: http://www.sirius.com/

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Profile: intent