SIRIUS XM Radio Reports First Quarter 2010 Results

- Pro Forma Revenue of $670.6 Million, Up 11% Year Over Year

- Record Pro Forma Adjusted Income From Operations, up 45% Year Over Year to $157.8 Million

- Net Income Per Common Share of $0.01 Versus ($0.07) a Year Ago

NEW YORK, May 4 /PRNewswire-FirstCall/ -- SIRIUS XM Radio (Nasdaq: SIRI) today announced first quarter 2010 financial and operating results, including $670.6 million in pro forma revenue, up 11% over first quarter 2009 pro forma revenue of $605.5 million; and $157.8 million in first quarter 2010 pro forma adjusted income from operations, an increase of 45% over first quarter 2009 pro forma adjusted income from operations of $108.8 million.

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

"Continued positive subscriber growth, double-digit growth in revenue, and a sharp focus on costs resulted in the highest quarterly adjusted operating income in the company's history," said Mel Karmazin, Chief Executive Officer, SIRIUS XM Radio.  "As the leader in audio entertainment, these results show the tremendous appeal of our service and the strength of our business model. The continuing recovery of the automotive sector and expanding signs of increased consumer spending are encouraging signs for the company's growth prospects."

SIRIUS XM ended first quarter 2010 with 18,944,199 subscribers, up 344,765 from 18,599,434 subscribers at the end of first quarter 2009. Net subscriber additions of 171,441 in the first quarter of 2010 improved significantly from a loss of 404,422 subscribers in the first quarter of 2009.  In the first quarter 2010, pro forma average revenue per subscriber (ARPU), which includes the U.S. Music Royalty Fee, was $11.48, an increase of 10% from pro forma ARPU of $10.48 in the first quarter 2009.  The company's self-pay monthly customer churn rate was 2.0% in the first quarter 2010, as compared with self-pay monthly customer churn of 2.2% in the first quarter 2009.

Free cash flow in the first quarter 2010 was ($127.2) million compared to ($3.6) million in the first quarter of 2009.  Net Income plus non cash operating activities increased by $43.7 million, or 89%, to $93 million in the first quarter of 2010 from $49.3 million in the first quarter of 2009.  This increase was offset by changes in operating assets and liabilities as a result of the early repayment of approximately $61 million deferred in 2009 that was scheduled to be repaid, at 15% interest, in monthly installments from April 2010 through March 2011, a lump sum programming payment in the first quarter of 2010 that was paid over the course of the year in 2009 and the payment of 2009 bonuses in cash as opposed to stock in the prior year resulting in an increase in net cash used in operating activities of $104.6 million. In addition, capital expenditures in the first quarter of 2010 increased by $28 million over the prior quarter period primarily due to increased satellite spending.

The company previously announced it will redeem all of the remaining $114 million of XM's outstanding 10% Senior PIK Secured Notes due 2011 on Tuesday, June 1, 2010.  "Our strong cash position, strong year-to-date subscriber growth and the improving outlook for the economy have put us in position to retire $175 million of high cost obligations a year ahead of schedule," said David Frear, SIRIUS XM's Chief Financial Officer.  "The early retirement of the PIK Notes and the deferred payments will reduce interest expense and increase our free cash flow."

On a GAAP basis, first quarter 2010 revenue was $663.8 million, and first quarter 2010 net income was $41.6 million, or $0.01 per share.

2010 OUTLOOK

SIRIUS XM continues to project net subscriber additions of over 500,000 for the full year.  The company continues to expect to record over $2.7 billion of pro forma revenue in 2010 and to achieve pro forma adjusted income from operations of approximately $550 million.  Free cash flow is expected to remain positive for the full year.

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, 2007 and excludes the effects of stock-based compensation and purchase accounting adjustments.  

FIRST QUARTER 2010 VERSUS FIRST QUARTER 2009

For the first quarter of 2010, SIRIUS XM recognized total revenue of $670.6 million compared to $605.5 million for the first quarter 2009. This 11%, or $65.1 million, increase in revenue was driven by the U.S. Music Royalty Fee introduced in the third quarter of 2009, the sale of "Best of" programming, and rate increases to the company's multi-subscription and Internet packages.

Total ARPU for the three months ended March 31, 2010 was $11.48, compared to $10.48 for the three months ended March 31, 2009. The increase was driven mainly by the addition of the U.S. Music Royalty Fee introduced in July 2009 and increased revenues from the "Best of" programming, multi-subscription rate increases, Internet streaming, and advertising.

In the first quarter of 2010, the company grew pro forma adjusted income from operations to $157.8 million compared to pro forma adjusted income from operations of $108.8 million for the first quarter of 2009 (refer to the reconciliation table of net income (loss) to adjusted income from operations). The improvement was driven by an 11% increase in total revenue, or $65.1 million, partially offset by an increase of 3%, or $16.2 million, in total expenses included in adjusted income from operations.

Revenue share and royalties increased 2%, or $2.3 million, in the three months ended March 31, 2010 compared to the three months ended March 31, 2009 primarily due to an increase in the company's revenues and an increase in the statutory royalty rate for the performance of sound recordings.  The amounts were partially offset by a decrease in a royalty rate with an automaker.

Programming and content costs decreased 6%, or $6.2 million, in the three months ended March 31, 2010 compared to the three months ended March 31, 2009 due mainly to savings on certain content agreements and production costs, partially offset by increases in personnel costs and general operating expenses.

Customer service and billing costs decreased 7%, or $4.1 million, in the three months ended March 31, 2010 compared to the three months ended March 31, 2009 primarily due to lower call center expenses as a result of savings realized from relocating certain operations.

Satellite and transmission costs decreased 2%, or $0.4 million, in the three months ended March 31, 2010 compared to the three months ended March 31, 2009 due to reductions in personnel costs and repeater maintenance costs, partially offset by increased satellite insurance expense.

Cost of equipment decreased 1%, or $0.1 million, in the three months ended March 31, 2010 compared to the three months ended March 31, 2009 as a result of lower inventory write-downs, partially offset by increased component sales to manufacturers and distributors.

Subscriber acquisition costs increased 28%, or $23.3 million, in the three months ended March 31, 2010 compared to the three months ended March 31, 2009. The increase was driven by the 29% increase in gross additions and higher OEM installations, partially offset by lower per unit OEM subsidies, improved chip set costs and lower aftermarket acquisition costs.

Sales and marketing costs decreased 1%, or $0.7 million, in the three months ended March 31, 2010 compared to the three months ended March 31, 2009 due to lower cooperative marketing, event marketing and third party distribution support expenses, partially offset by increased personnel costs and consumer advertising.

Engineering, design and development costs increased 17%, or $1.4 million, in the three months ended March 31, 2010 compared to the three months ended March 31, 2009 mainly due to higher personnel costs.

General and administrative costs increased 1%, or $0.5 million, in the three months ended March 31, 2010 compared to the three months ended March 31, 2009 mainly due to higher personnel costs, partially offset by lower legal, consulting and accounting expenses.

Other expenses decreased 17%, or $16.9 million, in the three months ended March 31, 2010 compared to the three months ended March 31, 2009 driven mainly by a decrease in loss on extinguishment of debt and credit facilities, net, of $15.4 million.

The following tables contain unaudited actual and pro forma subscriber and key operating metrics for the three months ended March 31, 2010 and 2009, respectively.


                                             Unaudited Actual

                                             For the Three Months Ended

                                             March 31,

                                             2010         2009



Beginning subscribers                        18,772,758   19,003,856

Gross subscriber additions                   1,720,848    1,338,961

Deactivated subscribers                      (1,549,407)  (1,743,383)

Net additions                                171,441      (404,422)

Ending subscribers                           18,944,199   18,599,434



Retail                                       7,420,203    8,537,171

OEM                                          11,391,439   9,958,234

Rental                                       132,557      104,029

Ending subscribers                           18,944,199   18,599,434



Retail                                       (305,547)    (368,031)

OEM                                          460,487      (37,604)

Rental                                       16,501       1,213

Net additions                                171,441      (404,422)



Self-pay                                     15,773,671   15,436,410

Paid promotional                             3,170,528    3,163,024

Ending subscribers                           18,944,199   18,599,434



Self-pay                                     69,739       (113,247)

Paid promotional                             101,702      (291,175)

Net additions                                171,441      (404,422)



Daily weighted average number of subscribers 18,783,263   18,713,485






                                                    Unaudited Pro Forma

                                                    For the Three Months Ended

                                                    March 31,

(in thousands, except for per subscriber amounts)   2010         2009



Average self-pay monthly churn (1)(7)               2.0%         2.2%

Conversion rate (2)(7)                              45.2%        44.6%

ARPU (3)(7)                                         $ 11.48      $ 10.48

SAC, as adjusted, per gross subscriber addition (4)
(7)                                                 $ 59         $ 61

Customer service and billing expenses, as adjusted,

per average subscriber (5)(7)                       $ 0.99       $ 1.06

Total revenue                                       $ 670,563    $ 605,480

Free cash flow (6)(7)                               $ (127,203)  $ (3,646)

Adjusted income from operations (8)                 $ 157,757    $ 108,841

Net income (loss)                                   $ 4,454      $ (65,114)






SIRIUS XM RADIO INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS



                                                 Unaudited Pro Forma

                                                 For the Three Months Ended

                                                 March 31,

                                                 2010       2009



Revenue:

Subscriber revenue, including effects of rebates $ 584,475  $ 576,078

Advertising revenue, net of agency fees          14,527     12,304

Equipment revenue                                14,283     9,909

Other revenue                                    57,278     7,189

Total revenue                                    670,563    605,480



Operating expenses:

Revenue share and royalties                      123,539    121,261

Programming and content                          90,471     96,678

Customer service and billing                     55,577     59,669

Satellite and transmission                       19,389     19,741

Cost of equipment                                7,919      7,993

Subscriber acquisition costs                     107,045    83,710

Sales and marketing                              49,942     50,601

Engineering, design and development              9,826      8,411

General and administrative                       49,098     48,575

Depreciation and amortization                    51,578     51,483

Restructuring, impairments and related costs     -          614

Share-based payment expense                      18,183     21,500

Total operating expenses                         582,567    570,236

Income from operations                           87,996     35,244

Other expense                                    (82,375)   (99,243)

Income (loss) before income taxes                5,621      (63,999)

Income tax expense                               (1,167)    (1,115)



Net income (loss)                                $ 4,454    $ (65,114)






SIRIUS XM RADIO INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS



                                                      Actual

                                                      For the Three Months

                                                      Ended March 31,

(in thousands, except share and per share data)       2010       2009



Revenue:

Subscriber revenue, including effects of rebates      $ 579,509  $ 559,389

Advertising revenue, net of agency fees               14,527     12,304

Equipment revenue                                     14,283     9,909

Other revenue                                         55,465     5,377

Total revenue                                         663,784    586,979

Operating expenses (depreciation and amortization

shown separately below):

Cost of services:

Revenue share and royalties                           98,184     100,466

Programming and content                               78,434     80,408

Customer service and billing                          56,211     60,208

Satellite and transmission                            20,119     20,279

Cost of equipment                                     7,919      7,993

Subscriber acquisition costs                          89,379     73,068

Sales and marketing                                   49,117     51,423

Engineering, design and development                   11,436     9,778

General and administrative                            57,580     59,314

Depreciation and amortization                         70,265     82,367

Restructuring, impairments and related costs          -          614

Total operating expenses                              538,644    545,918

Income from operations                                125,140    41,061

Other income (expense):

Interest expense, net of amounts capitalized          (77,868)   (67,980)

Loss on extinguishment of debt and credit facilities,
net                                                   (2,566)    (17,957)

Interest and investment loss                          (3,270)    (7,168)

Other income                                          1,329      511

Total other expense                                   (82,375)   (92,594)

Income (loss) before income taxes                     42,765     (51,533)

Income tax expense                                    (1,167)    (1,115)



Net income (loss)                                     41,598     (52,648)

Preferred stock beneficial conversion feature         -          (186,188)

Net income (loss) attributable to common stockholders $ 41,598   $ (238,836)

Net income (loss) per common share:

Basic                                                 $ 0.01     $ (0.07)

Diluted                                               $ 0.01     $ (0.07)



Weighted average common shares outstanding:

Basic                                                 3,677,897  3,523,888

Diluted                                               6,335,114  3,523,888






SIRIUS XM RADIO INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS



                                                     March 31,     December 31,

                                                     2010          2009

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

ASSETS

Current assets:

Cash and cash equivalents                            $ 268,538     $ 383,489

Accounts receivable, net                             115,870       113,580

Receivables from distributors                        54,775        48,738

Inventory, net                                       13,968        16,193

Prepaid expenses                                     119,185       100,273

Related party current assets                         108,453       106,247

Restricted cash                                      534,225       -

Deferred tax asset                                   75,022        72,640

Other current assets                                 14,849        18,620

Total current assets                                 1,304,885     859,780

Property and equipment, net                          1,730,141     1,711,003

Long-term restricted investments                     3,400         3,400

Deferred financing fees, net                         61,887        66,407

Intangible assets, net                               2,677,819     2,695,115

Goodwill                                             1,834,856     1,834,856

Related party long-term assets                       107,745       111,767

Other long-term assets                               19,621        39,878

Total assets                                         $ 7,740,354   $ 7,322,206

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable and accrued expenses                $ 396,877     $ 543,686

Accrued interest                                     63,193        74,566

Current portion of deferred revenue                  1,152,916     1,083,430

Current portion of deferred credit on executory
contracts                                            259,325       252,831

Current maturities of long-term debt                 452,874       13,882

Current maturities of long-term related party debt   54,874        -

Related party current liabilities                    68,547        108,246

Total current liabilities                            2,448,606     2,076,641

Deferred revenue                                     269,267       255,149

Deferred credit on executory contracts               716,197       784,078

Long-term debt                                       2,764,305     2,799,702

Long-term related party debt                         356,895       263,579

Deferred tax liability                               943,794       940,182

Related party long-term liabilities                  26,599        46,301

Other long-term liabilities                          62,672        61,052

Total liabilities                                    7,588,335     7,226,684



Commitments and contingencies

Stockholders’ equity:

Preferred stock, par value $0.001; 50,000,000
authorized at March 31, 2010 and December 31, 2009:

Series A convertible preferred stock (liquidation
preference of $51,370 at March 31, 2010 and

December 31, 2009); 24,808,959 shares issued and
outstanding at March 31, 2010

and December 31, 2009                                25            25

Convertible perpetual preferred stock, series B
(liquidation preference of $13 at March 31, 2010

and December 31, 2009); 12,500,000 shares issued and
outstanding at March 31, 2010

and December 31, 2009                                13            13

Convertible preferred stock, series C junior; no
shares issued and outstanding at

March 31, 2010 and December 31, 2009                 -             -

Common stock, par value $0.001; 9,000,000,000 shares
authorized at March 31, 2010 and

December 31, 2009; 3,885,195,021 and 3,882,659,087
shares issued and outstanding

at March 31, 2010 and December 31, 2009,
respectively                                         3,885         3,882

Accumulated other comprehensive loss, net of tax     (5,976)       (6,581)

Additional paid-in capital                           10,366,582    10,352,291

Accumulated deficit                                  (10,212,510)  (10,254,108)

Total stockholders’ equity                         152,019       95,522

Total liabilities and stockholders’ equity         $ 7,740,354   $ 7,322,206






SIRIUS XM RADIO INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                          For the Three Months

                                                          Ended March 31,

(in thousands)                                            2010       2009



Cash flows from operating activities:

Net income (loss)                                         $ 41,598   $ (52,648)

Adjustments to reconcile net income (loss) to net cash
(used in) provided by operating activities:

Depreciation and amortization                             70,265     82,367

Non-cash interest expense, net of amortization of premium 11,119     6,666

Provision for doubtful accounts                           7,502      7,575

Amortization of deferred income related to equity method
investment                                                (2,194)    (694)

Loss on extinguishment of debt and credit facilities, net 2,450      17,957

Loss on investments                                       2,729      7,906

Share-based payment expense                               17,182     20,179

Deferred income taxes                                     1,167      1,115

Other non-cash purchase price adjustments                 (58,817)   (41,150)

Changes in operating assets and liabilities:

Accounts receivable                                       (9,792)    (344)

Inventory                                                 2,225      4,573

Receivables from distributors                             (6,037)    (276)

Related party assets                                      1,285      8,880

Prepaid expenses and other current assets                 (14,690)   22,104

Restricted cash                                           (10,160)   -

Other long-term assets                                    7,876      21,995

Accounts payable and accrued expenses                     (115,469)  (53,339)

Accrued interest                                          (11,373)   (18,087)

Deferred revenue                                          81,034     46,927

Related party liabilities                                 (57,207)   (7,081)

Other long-term liabilities                               1,619      (7,754)

Net cash (used in) provided by operating activities       (37,688)   66,871





Cash flows from investing activities:

Additions to property and equipment                       (98,965)   (71,140)

Merger related costs                                      -          623

Sale of restricted and other investments                  9,450      -

Net cash used in investing activities                     (89,515)   (70,517)





Cash flows from financing activities:

Preferred stock issuance costs, net of costs              -          (3,712)

Long-term borrowings, net of costs                        637,406    -

Related party long-term borrowings, net of costs          147,094    211,463

Payment of premiums on redemption of debt                 -          (10,072)

Repayment of long-term borrowings                         (248,183)  (198,993)

Restricted cash to be used for the redemption of debt     (524,065)  -

Net cash provided by (used in) financing activities       12,252     (1,314)

Net decrease in cash and cash equivalents                 (114,951)  (4,960)

Cash and cash equivalents at beginning of period          383,489    380,446

Cash and cash equivalents at end of period                $ 268,538  $ 375,486





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 vehicle owners and lessees 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 and lessees generally receive between three and twelve month trial subscriptions. 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 vehicle owners and lessees to respond to our marketing communications and become self-paying subscribers.

(3) ARPU is derived from total earned subscriber revenue, net advertising revenue and other subscription-related revenue divided by the number of months in the period, divided by the daily weighted average number of subscribers for the period. See footnote 9 for a reconciliation of the pro forma amounts to their respective GAAP amounts. ARPU is calculated as follows (in thousands, except for subscriber and per subscriber amounts):


                                             Unaudited Pro Forma

                                             For the Three Months Ended

                                             March 31,

                                             2010        2009



Subscriber revenue                           $ 584,475   $ 576,078

Net advertising revenue                      14,527      12,304

Other subscription-related revenue           47,947      -

Total subscriber, net advertising and other
subscription-related revenue                 $ 646,949   $ 588,382



Daily weighted average number of subscribers 18,783,263  18,713,485

ARPU                                         $ 11.48     $ 10.48





Other subscription-related revenue includes amounts recognized on account of the U.S. Music Royalty Fee instituted in July 2009.

(4) SAC, as adjusted, per gross subscriber addition is derived from subscriber acquisition costs and margins from the direct sale of radios and accessories, divided by the number of gross subscriber additions for the period. See footnote 9 for a reconciliation of the pro forma amounts to their respective GAAP amounts. SAC, as adjusted, per gross subscriber addition is calculated as follows (in thousands, except for subscriber and per subscriber amounts):


                                                Unaudited Pro Forma

                                                For the Three Months Ended

                                                March 31,

                                                2010       2009



Subscriber acquisition costs                    $ 107,045  $ 83,710

Less: margin from direct sales of radios and
accessories                                     (6,364)    (1,916)

SAC, as adjusted                                $ 100,681  $ 81,794



Gross subscriber additions                      1,720,848  1,338,961

SAC, as adjusted, per gross subscriber addition $ 59       $ 61





(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. See footnote 9 for a reconciliation of the pro forma amounts to their respective GAAP amounts. Customer service and billing expenses, as adjusted, per average subscriber is calculated as follows (in thousands, except for subscriber and per subscriber amounts):


                                                    Unaudited Pro Forma

                                                    For the Three Months Ended

                                                    March 31,

                                                    2010        2009



Customer service and billing expenses               $ 56,305    $ 60,325

Less: share-based payment expense                   (728)       (656)

Customer service and billing expenses, as adjusted  $ 55,577    $ 59,669



Daily weighted average number of subscribers        18,783,263  18,713,485

Customer service and billing expenses, as adjusted,

per average subscriber                              $ 0.99      $ 1.06





(6) Free cash flow is calculated as follows (in thousands):


                                                    Unaudited Pro Forma

                                                    For the Three Months Ended

                                                    March 31,

                                                    2010         2009



Net cash (used in) provided by operating activities $ (37,688)   $ 66,871

Additions to property and equipment                 (98,965)     (71,140)

Merger related costs                                -            623

Restricted and other investment activity            9,450        -

Free cash flow                                      $ (127,203)  $ (3,646)





(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 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 customer service and billing expenses.

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 income (loss) before interest and investment income (loss); interest expense, net of amounts capitalized; income tax expense; loss on extinguishment of debt and credit facilities, net; other expense (income); restructuring, impairments and related costs; depreciation and amortization; and share-based payment expense as adjusted income from operations.  Adjusted income from operations is not a measure of financial performance under GAAP. We believe adjusted income from operations is a useful measure of our operating performance. We use adjusted income 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 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 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 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, impairments 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 expense (income), 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 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 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 consolidated statements of operations. Since adjusted income from operations is a non-GAAP financial measure, our calculation of adjusted income 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.

See footnote 9 for a reconciliation of the pro forma amounts to their respective GAAP amounts. The reconciliation of the pro forma unadjusted net income (loss) to the pro forma adjusted income from operations is calculated as follows (in thousands):


                                                Unaudited Pro Forma

                                                For the Three Months Ended

                                                March 31,

                                                2010       2009



Reconciliation of Net income (loss) to Adjusted
income

from operations:

Net income (loss)                               $ 4,454    $ (65,114)

Add back Net income (loss) items excluded from
Adjusted

income from operations:

Income tax expense                              1,167      1,115

Interest expense, net of amounts capitalized    77,868     74,629

Loss on extinguishment of debt and credit
facilities, net                                 2,566      17,957

Interest and investment loss                    3,270      7,168

Other income                                    (1,329)    (511)

Income from operations                          87,996     35,244

Restructuring, impairments and related costs    -          614

Depreciation and amortization                   51,578     51,483

Share-based payment expense                     18,183     21,500



Adjusted income from operations                 $ 157,757  $ 108,841





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 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 (in thousands):


                            Unaudited For the Three Months Ended March 31, 2010

                                                   Allocation

                                      Purchase     of Share-

                                      Price        based

                            As        Accounting   Payment     Pro

                            Reported  Adjustments  Expense     Forma



Revenue:

Subscriber revenue,
including effects of
rebates                     $579,509  $4,966       $-          $584,475

Advertising revenue, net of
agency fees                 14,527    -            -           14,527

Equipment revenue           14,283    -            -           14,283

Other revenue               55,465    1,813        -           57,278

Total revenue               663,784   6,779        -           670,563

Operating expenses
(depreciation and
amortization

shown separately below) (1)

Cost of services:

Revenue share and royalties 98,184    25,355       -           123,539

Programming and content     78,434    15,147       (3,110)     90,471

Customer service and
billing                     56,211    94           (728)       55,577

Satellite and transmission  20,119    323          (1,053)     19,389

Cost of equipment           7,919     -            -           7,919

Subscriber acquisition
costs                       89,379    17,666       -           107,045

Sales and marketing         49,117    3,525        (2,700)     49,942

Engineering, design and
development                 11,436    186          (1,796)     9,826

General and administrative  57,580    314          (8,796)     49,098

Depreciation and
amortization                70,265    (18,687)     -           51,578

Restructuring, impairments
and related costs           -         -            -           -

Share-based payment expense -         -            18,183      18,183

Total operating expenses    538,644   43,923       -           582,567

Income (loss) from
operations                  125,140   (37,144)     -           87,996

Other income (expense)

Interest expense, net of
amounts capitalized         (77,868)  -            -           (77,868)

Loss on extinguishment of
debt and credit facilities,
net                         (2,566)   -            -           (2,566)

Interest and investment
loss                        (3,270)   -            -           (3,270)

Other income                1,329     -            -           1,329

Total other expense         (82,375)  -            -           (82,375)

Income (loss) before income
taxes                       42,765    (37,144)     -           5,621

Income tax expense          (1,167)   -            -           (1,167)

Net income (loss)           $41,598   $(37,144)    $-          $4,454



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



Programming and content     $2,950    $160         $-          $3,110

Customer service and
billing                     634       94           -           728

Satellite and transmission  951       102          -           1,053

Sales and marketing         2,555     145          -           2,700

Engineering, design and
development                 1,610     186          -           1,796

General and administrative  8,482     314          -           8,796



Total share-based payment
expense                     $17,182   $1,001       $-          $18,183






                            Unaudited For the Three Months Ended March 31, 2009

                                                    Allocation

                                       Purchase     of Share-

                                       Price        based

                            As         Accounting   Payment     Pro

                            Reported   Adjustments  Expense     Forma



Revenue:

Subscriber revenue,
including effects of
rebates                     $559,389   $16,689      $-          $576,078

Advertising revenue, net of
agency fees                 12,304     -            -           12,304

Equipment revenue           9,909      -            -           9,909

Other revenue               5,377      1,812        -           7,189

Total revenue               586,979    18,501       -           605,480

Operating expenses
(depreciation and
amortization

shown separately below) (1)

Cost of services:

Revenue share and royalties 100,466    20,795       -           121,261

Programming and content     80,408     18,890       (2,620)     96,678

Customer service and
billing                     60,208     117          (656)       59,669

Satellite and transmission  20,279     327          (865)       19,741

Cost of equipment           7,993      -            -           7,993

Subscriber acquisition
costs                       73,068     10,642       -           83,710

Sales and marketing         51,423     3,658        (4,480)     50,601

Engineering, design and
development                 9,778      301          (1,668)     8,411

General and administrative  59,314     472          (11,211)    48,575

Depreciation and
amortization                82,367     (30,884)     -           51,483

Restructuring, impairments
and related costs           614        -            -           614

Share-based payment expense -          -            21,500      21,500

Total operating expenses    545,918    24,318       -           570,236

Income (loss) from
operations                  41,061     (5,817)      -           35,244

Other income (expense)

Interest expense, net of
amounts capitalized         (67,980)   (6,649)      -           (74,629)

Loss on extinguishment of
debt and credit facilities,
net                         (17,957)   -            -           (17,957)

Interest and investment
loss                        (7,168)    -            -           (7,168)

Other income                511        -            -           511

Total other expense         (92,594)   (6,649)      -           (99,243)

Loss before income taxes    (51,533)   (12,466)     -           (63,999)

Income tax expense          (1,115)    -            -           (1,115)

Net loss                    $(52,648)  $(12,466)    $-          $(65,114)



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



Programming and content     $2,489     $131         $-          $2,620

Customer service and
billing                     539        117          -           656

Satellite and transmission  758        107          -           865

Sales and marketing         4,287      193          -           4,480

Engineering, design and
development                 1,367      301          -           1,668

General and administrative  10,739     472          -           11,211



Total share-based payment
expense                     $20,179    $1,321       $-          $21,500





(10) The following table reconciles our GAAP Net income (loss) per common share (basic and diluted) to our non-GAAP Net income (loss) per common share (basic and diluted) excluding the following charges: (a) preferred stock beneficial conversion feature, and (b) loss on extinguishment of debt and credit facilities, net.


                                                       Unaudited

                                                       For the Three Months

                                                       Ended March 31,

(per share data includes basic and diluted)            2010    2009



Net income (loss) per common share                     $ 0.01  $ (0.07)

Less: Preferred stock beneficial conversion feature    -       (0.05)

Net income (loss) per common share excluding preferred
stock beneficial conversion feature                    0.01    (0.01)

Less: Loss on extinguishment of debt and credit
facilities, net                                        -       (0.01)

Net income (loss) per common share, excluding charges  $ 0.01  $ (0.01)





(11) The following table reconciles our GAAP Net cash (used in) provided by operating activities to our Net income plus non cash operating activities:


                                                       Unaudited

                                                       For the Three Months

                                                       Ended March 31,

(In thousands)                                         2010       2009



Net cash (used in) provided by operating activities    $(37,688)  $66,871

Less: Changes in operating assets and liabilities, net 130,689    (17,598)

Net income plus non cash operating activities          $93,001    $49,273





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, Rosie O'Donnell, Jamie Foxx, Barbara Walters, Opie & Anthony, Bubba the Love Sponge®, Bob Edwards, Chris "Mad Dog" Russo, Jimmy Buffett, The Grateful Dead, Willie Nelson, Bob Dylan and Tom Petty. 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 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, Wal-Mart and independent retailers.

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 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 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:  general economic conditions; our dependence upon automakers and other third parties, the substantial indebtedness of SIRIUS and XM; the useful life of our satellites; and our competitive position versus other forms of audio and video entertainment.  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, 2009 and XM's Annual Report on Form 10-K for the year ended December 31, 2009, 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:



Investors:



William Prip

212 584 5289

william.prip@siriusxm.com



Hooper Stevens

212 901 6718

hooper.stevens@siriusxm.com



Media:



Patrick Reilly

212 901 6646

patrick.reilly@siriusxm.com





SOURCE SIRIUS XM Radio