Exhibit

“SiriusXM’s performance in the third quarter was exemplary. We grew self-pay subscribers by 385,000 and turned in record quarterly high levels of revenue and adjusted EBITDA. Additionally, we attained our highest-ever ARPU and adjusted EBITDA margin and lowest-ever SAC per installation and customer service cost per subscriber. In short, our business is operating more efficiently than ever before, and we are pleased to increase our revenue and adjusted EBITDA guidance for the second time this year,” said Jim Meyer, Chief Executive Officer, SiriusXM.

“Since the start of the third quarter, we spent roughly $300 million to repurchase 72 million shares of our common stock. SiriusXM's average share count declined by 8% in the third quarter 2016 from a year earlier as a result of our share repurchases. We are also pleased to announce a regular dividend as an element of our capital return program, beginning at $0.01 per share per quarter. Our debt to adjusted EBITDA remained just 3.4 times, and we ended the third quarter 2016 with a cash balance of $572 million in anticipation of the October 1 redemption of our 5.875% Senior Notes due 2020. We expect to continue strong capital returns to stockholders while making strategic investments in technology, content, and new satellite infrastructure,” noted David Frear, Chief Financial Officer, SiriusXM.

Shares of common stock may be purchased from time to time on the open market, pursuant to pre-set trading plans meeting the requirements of Rule 10b5-1 under the Exchange Act of 1934, as amended, in privately negotiated transactions, including in accelerated stock repurchase transactions and transactions with Liberty Media and its affiliates, or otherwise. The company expects to fund the additional repurchases through a combination of cash on hand, cash generated by operations and future borrowings. The size and timing of these purchases will be based on a number of factors, including price and business and market conditions.

Our dividend policy may change at any time without notice to our stockholders. The declaration and payment of dividends is at the discretion of our Board of Directors in accordance with applicable law after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs, limitations imposed by our indebtedness, legal requirements and other factors that our Board of Directors deems relevant.



	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(in thousands, except per share data)	2016			2015			2016			2015
Revenue:
Subscriber revenue	$	1,069,746		$	974,471		$	3,112,712		$	2,826,018
Advertising revenue	34,268			33,131			99,330			88,843
Equipment revenue	31,306			25,875			86,285			79,979
Other revenue	142,326			136,235			415,895			379,072
Total revenue	1,277,646			1,169,712			3,714,222			3,373,912
Operating expenses:
Cost of services:
Revenue share and royalties	272,823			238,620			788,952			783,115
Programming and content	89,015			75,707			257,760			216,223
Customer service and billing	94,923			94,492			285,502			278,521
Satellite and transmission	22,224			22,743			80,609			65,761
Cost of equipment	9,674			9,246			29,181			29,021
Subscriber acquisition costs	120,111			133,009			381,516			391,773
Sales and marketing	99,194			90,541			279,278			255,778
Engineering, design and development	19,254			16,132			57,588			47,180
General and administrative	90,369			67,234			249,052			219,194
Depreciation and amortization	67,880			70,404			202,215			202,527
Total operating expenses	885,467			818,128			2,611,653			2,489,093
Income from operations	392,179			351,584			1,102,569			884,819
Other income (expense):
Interest expense	(89,092		)	(76,624		)	(250,888		)	(221,912		)
Other income	2,370			4,133			15,733			9,077
Total other expense	(86,722		)	(72,491		)	(235,155		)	(212,835		)
Income before income taxes	305,457			279,093			867,414			671,984
Income tax expense	(111,556		)	(112,543		)	(326,108		)	(296,893		)
Net income	$	193,901		$	166,550		$	541,306		$	375,091
Foreign currency translation adjustment, net of tax	(14		)	(91		)	420			(100		)
Total comprehensive income	$	193,887		$	166,459		$	541,726		$	374,991
Net income per common share:
Basic	$	0.04		$	0.03		$	0.11		$	0.07
Diluted	$	0.04		$	0.03		$	0.11		$	0.07
Weighted average common shares outstanding:
Basic	4,870,281			5,297,797			4,957,820			5,436,378
Diluted	4,919,829			5,346,438			5,005,133			5,487,116



(in thousands, except per share data)	September 30, 2016			December 31, 2015
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	572,382		$	111,838
Receivables, net	233,419			234,782
Inventory, net	28,030			22,295
Related party current assets	5,249			5,941
Prepaid expenses and other current assets	202,289			187,033
Total current assets	1,041,369			561,889
Property and equipment, net	1,381,114			1,415,401
Intangible assets, net	2,556,568			2,593,346
Goodwill	2,205,107			2,205,107
Related party long-term assets	6,163			—
Deferred tax assets	1,101,014			1,115,731
Other long-term assets	131,492			155,188
Total assets	$	8,422,827		$	8,046,662
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	620,599		$	625,313
Accrued interest	108,370			91,655
Current portion of deferred revenue	1,811,283			1,771,915
Current maturities of long-term debt	358,701			4,764
Related party current liabilities	3,015			2,840
Total current liabilities	2,901,968			2,496,487
Deferred revenue	170,662			157,609
Long-term debt	5,743,389			5,443,614
Related party long-term liabilities	8,665			10,795
Deferred tax liabilities	6,681			6,681
Other long-term liabilities	97,976			97,967
Total liabilities	8,929,341			8,213,153
Stockholders’ (deficit) equity:
Common stock, par value $0.001; 9,000,000 shares authorized; 4,846,154 and 5,153,451 shares issued; 4,843,154 and 5,147,647 outstanding at September 30, 2016 and December 31, 2015, respectively	4,846			5,153
Accumulated other comprehensive loss, net of tax	(82		)	(502		)
Additional paid-in capital	3,597,256			4,783,795
Treasury stock, at cost; 3,000 and 5,804 shares of common stock at September 30, 2016 and December 31, 2015, respectively	(12,526		)	(23,727		)
Accumulated deficit	(4,096,008		)	(4,931,210		)
Total stockholders’ (deficit) equity	(506,514		)	(166,491		)
Total liabilities and stockholders’ (deficit) equity	$	8,422,827		$	8,046,662



	For the Nine Months Ended September 30,
(in thousands)	2016			2015
Cash flows from operating activities:
Net income	$	541,306		$	375,091
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	202,215			202,527
Non-cash interest expense, net of amortization of premium	6,571			5,851
Provision for doubtful accounts	39,629			34,031
Amortization of deferred income related to equity method investment	(2,082		)	(2,082		)
Gain on unconsolidated entity investments, net	(9,725		)	—
Dividend received from unconsolidated entity investment	7,160			11,260
Loss on disposal of assets	12,912			—
Share-based payment expense	77,890			62,334
Deferred income taxes	308,613			285,478
Other non-cash purchase price adjustments	—			(1,394		)
Changes in operating assets and liabilities:
Receivables	(38,266		)	(50,651		)
Inventory	(5,735		)	(7,346		)
Related party, net	(2,373		)	(14,020		)
Prepaid expenses and other current assets	(15,985		)	(70,758		)
Other long-term assets	26,668			(51,842		)
Accounts payable and accrued expenses	(1,841		)	26,584
Accrued interest	16,715			14,923
Deferred revenue	52,421			81,626
Other long-term liabilities	11			(658		)
Net cash provided by operating activities	1,216,104			900,954
Cash flows from investing activities:
Additions to property and equipment	(132,246		)	(90,943		)
Purchases of restricted and other investments	(4,168		)	(3,966		)
Net cash used in investing activities	(136,414		)	(94,909		)
Cash flows from financing activities:
Proceeds from exercise of stock options	348			259
Taxes paid in lieu of shares issued for stock-based compensation	(32,603		)	(39,622		)
Proceeds from long-term borrowings and revolving credit facility, net of costs	1,387,257			1,579,323
Repayment of long-term borrowings and revolving credit facility	(748,864		)	(693,456		)
Common stock repurchased and retired	(1,225,284		)	(1,647,728		)
Net cash used in financing activities	(619,146		)	(801,224		)
Net increase in cash and cash equivalents	460,544			4,821
Cash and cash equivalents at beginning of period	111,838			147,724
Cash and cash equivalents at end of period	$	572,382		$	152,545



													2016 vs 2015 Change
(in thousands, except per subscriber and per installation amounts)	For the Three Months Ended September 30,						For the Nine Months Ended September 30,						Three Months					Nine Months
	2016			2015			2016			2015			Amount			%		Amount			%
Self-pay subscribers	385			381			1,240			1,293			4			1	%	(53		)	(4	)%
Paid promotional subscribers	(39		)	145			157			355			(184		)	(127	)%	(198		)	(56	)%
Net additions ^(a)	345			525			1,397			1,649			(180		)	(34	)%	(252		)	(15	)%
Daily weighted average number of subscribers	30,776			28,649			30,290			28,033			2,127			7	%	2,257			8	%
Average self-pay monthly churn	1.9		%	1.9		%	1.8		%	1.8		%	0		%	0	%	0		%	0	%
New vehicle consumer conversion rate	40		%	41		%	39		%	41		%	(1		)%	(2	)%	(2		)%	(5	)%

ARPU	$	13.04		$	12.67		$	12.83		$	12.45		$	0.37		3	%	$	0.38		3	%
SAC, per installation	$	28		$	34		$	31		$	33		$	(6	)	(18	)%	$	(2	)	(6	)%
Customer service and billing expenses, per average subscriber	$	0.97		$	1.00		$	0.98		$	1.00		$	(0.03	)	(3	)%	$	(0.02	)	(2	)%
Adjusted EBITDA	$	491,892		$	447,194		$	1,401,024		$	1,261,382		$	44,698		10	%	$	139,642		11	%
Free cash flow	$	356,527		$	368,899		$	1,079,690		$	1,016,045		$	(12,372	)	(3	)%	$	63,645		6	%
Diluted weighted average common shares outstanding (GAAP)	4,919,829			5,346,438			5,005,133			5,487,116			(426,609		)	(8	)%	(481,983		)	(9	)%

Adjusted EBITDA - EBITDA is defined as net income before interest expense, income tax expense and depreciation and amortization. We adjust EBITDA to exclude the impact of other income as well as certain other charges discussed below. Adjusted EBITDA is one of the primary Non-GAAP financial measures we use to (i) evaluate the performance of our on-going core operating results period over period, (ii) base our internal budgets and (iii) compensate management. Adjusted EBITDA is a Non-GAAP financial measure that excludes (if applicable): (i) certain adjustments as a result of the purchase price accounting for the merger of Sirius and XM, (ii) share-based payment expense and (iii) other significant operating expense (income) that do not relate to the on-going performance of our business. We believe adjusted EBITDA is a useful measure of the underlying trend of our operating performance, which provides useful information about our business apart from the costs associated with our capital structure and purchase price accounting. We believe investors find this Non-GAAP financial measure useful when analyzing our results and comparing our operating performance to the performance of other

communications, entertainment and media companies. We believe investors use adjusted EBITDA to estimate our current enterprise value and to make investment decisions. Because of large capital investments in our satellite radio system our results of operations reflect significant charges for depreciation expense. We believe the exclusion of share-based payment expense is useful as it is not directly related to the operational conditions of our business. We also believe the exclusion of settlements related to the historical use of pre-1972 sound recordings and loss on disposal of assets is useful as it does not represent an expense incurred as part of our normal operations for the period.

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



	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(in thousands)	2016			2015			2016			2015
Net income:	$	193,901		$	166,550		$	541,306		$	375,091
Add back items excluded from Adjusted EBITDA:
Purchase price accounting adjustments:
Revenues	1,813			1,813			5,438			5,438
Operating expenses	—			—			—			(1,394		)
Pre-1972 sounds recordings legal settlements	—			—			—			107,658
Loss on disposal of assets	—			—			12,912			—
Share-based payment expense ⁽¹⁾	30,020			23,393			77,890			62,334
Depreciation and amortization	67,880			70,404			202,215			202,527
Interest expense	89,092			76,624			250,888			221,912
Other income	(2,370		)	(4,133		)	(15,733		)	(9,077		)
Income tax expense	111,556			112,543			326,108			296,893
Adjusted EBITDA	$	491,892		$	447,194		$	1,401,024		$	1,261,382



	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(in thousands)	2016		2015		2016		2015
Programming and content	$	5,580	$	2,899	$	14,131	$	7,245
Customer service and billing	1,069		793		2,694		2,164
Satellite and transmission	1,298		1,244		3,373		3,156
Sales and marketing	6,050		5,288		15,609		13,056
Engineering, design and development	3,837		2,801		9,393		7,063
General and administrative	12,186		10,368		32,690		29,650
Total share-based payment expense	$	30,020	$	23,393	$	77,890	$	62,334



	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(in thousands, except per subscriber amounts)	2016		2015		2016		2015
Subscriber revenue, excluding connected vehicle	$	1,048,033	$	949,301	$	3,044,438	$	2,752,993
Add: advertising revenue	34,268		33,131		99,330		88,843
Add: other subscription-related revenue	122,013		106,483		353,606		299,437
	$	1,204,314	$	1,088,915	$	3,497,374	$	3,141,273
Daily weighted average number of subscribers	30,776		28,649		30,290		28,033
ARPU	$	13.04	$	12.67	$	12.83	$	12.45

Customer service and billing expenses, per average subscriber - is derived from total customer service and billing expenses, excluding connected vehicle customer service and billing expenses and share-based payment expense, divided by the number of months in the period, divided by the daily weighted average number of subscribers for the period. We believe the exclusion of share-based payment expense in our calculation of customer service and billing expenses, per average subscriber, is useful as share-based payment expense is not directly related to the operational conditions that give rise to variations in the components of our customer service and billing expenses. Customer service and billing expenses, per average subscriber, is calculated as follows:



	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(in thousands, except per subscriber amounts)	2016			2015			2016			2015
Customer service and billing expenses, excluding connected vehicle	$	90,582		$	86,840		$	270,964		$	255,105
Less: share-based payment expense	(1,069		)	(793		)	(2,694		)	(2,164		)
	$	89,513		$	86,047		$	268,270		$	252,941
Daily weighted average number of subscribers	30,776			28,649			30,290			28,033
Customer service and billing expenses, per average subscriber	$	0.97		$	1.00		$	0.98		$	1.00

Free cash flow - is derived from cash flow provided by operating activities, net of additions to property and equipment, restricted and other investment activity and the return of capital from investment in unconsolidated entity. Free cash flow is a metric that our management and board of directors use to evaluate the cash generated by our operations, net of capital expenditures and other investment activity and significant items that do not relate to the on-going performance of our business. In a capital intensive business, with significant investments in satellites, we look at our operating cash flow, net of these investing cash outflows, to determine cash available for future subscriber acquisition and capital expenditures, to repurchase or retire debt, to acquire other companies and to evaluate our ability to return capital to stockholders. We believe free cash flow is an indicator of the long-term financial stability of our business. Free cash flow, which is reconciled to “Net cash provided by operating activities,” is a Non-GAAP financial measure. This measure can be calculated by deducting amounts under the captions “Additions to property and equipment” and deducting or adding Restricted and other investment activity from “Net cash provided by operating activities” from the unaudited consolidated statements of cash flows, adjusted for any significant legal settlements. We have excluded the $210 million payment related to the pre-1972 sound recordings legal settlement from our free cash flow calculation in the three and nine months ended September 30, 2015. Free cash flow should be used in conjunction with other GAAP financial performance measures and may not be comparable to free cash flow measures presented by other companies. Free cash flow should be viewed as a

supplemental measure rather than an alternative measure of cash flows from operating activities, as determined in accordance with GAAP. Free cash flow is limited and does not represent remaining cash flows available for discretionary expenditures due to the fact that the measure does not deduct the payments required for debt maturities. We believe free cash flow provides useful supplemental information to investors regarding our current cash flow, along with other GAAP measures (such as cash flows from operating and investing activities), to determine our financial condition, and to compare our operating performance to other communications, entertainment and media companies. Free cash flow is calculated as follows:



	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(in thousands)	2016			2015			2016			2015
Cash Flow information
Net cash provided by operating activities	$	421,816		$	188,613		$	1,216,104		$	900,954
Net cash used in investing activities	$	(65,289	)	$	(29,714	)	$	(136,414	)	$	(94,909	)
Net cash used in financing activities	$	(260,598	)	$	(300,407	)	$	(619,146	)	$	(801,224	)
Free Cash Flow
Net cash provided by operating activities	$	421,816		$	188,613		$	1,216,104		$	900,954
Additions to property and equipment	(65,074		)	(29,714		)	(132,246		)	(90,943		)
Purchases of restricted and other investments	(215		)	—			(4,168		)	(3,966		)
Pre-1972 sound recordings legal settlement	—			210,000			—			210,000
Free cash flow	$	356,527		$	368,899		$	1,079,690		$	1,016,045

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



	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(in thousands, except per installation amounts)	2016			2015			2016			2015
Subscriber acquisition costs	$	120,111		$	133,009		$	381,516		$	391,773
Less: margin from sales of radios and accessories	(21,632		)	(16,629		)	(57,104		)	(50,958		)
	$	98,479		$	116,380		$	324,412		$	340,815
Installations	3,498			3,429			10,404			10,305
SAC, per installation	$	28		$	34		$	31		$	33

Sirius XM Holdings Inc. (NASDAQ: SIRI) is the world’s largest radio company measured by revenue and has approximately 31 million subscribers. SiriusXM creates and offers commercial-free music; premier sports talk and live events; comedy; news; exclusive talk and entertainment, and a wide-range of Latin music, sports and talk programming. SiriusXM is available in vehicles from every major car company in the U.S. and on smartphones and other connected devices as well as online at siriusxm.com. SiriusXM radios and accessories are available from retailers nationwide and online at SiriusXM. SiriusXM also provides premium traffic, weather, data and information services for subscribers through SiriusXM Traffic™, SiriusXM Travel Link, NavTraffic®, NavWeather™. SiriusXM delivers weather, data and information services to aircraft and boats through SiriusXM Aviation, SiriusXM Marine™,

Sirius Marine Weather, XMWX Aviation™, XMWX Weather, and XMWX Marine™. In addition, SiriusXM Music for Business provides commercial-free music to a variety of businesses. SiriusXM holds a minority interest in SiriusXM Canada which has approximately 2.8 million subscribers. SiriusXM is also a leading provider of connected vehicles services to major automakers, giving customers access to a suite of safety, security, and convenience services including automatic crash notification, stolen vehicle recovery assistance, enhanced roadside assistance and turn-by-turn navigation.

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements. SiriusXM does not provide a non-GAAP reconciliation for Adjusted EBITDA guidance to Net income or Free cash flow guidance to Net cash provided by operating activities because it does not provide guidance for the reconciling items between adjusted EBITDA to Net income, which includes the provision for income taxes, interest expense and other income, nor does the Company provide guidance for the reconciling items between Free cash flow to Net cash provided by operating activities, which includes additions to property and equipment. As items that impact Net income and Net cash provided by operating activities are out of the Company’s control and/or cannot be reasonably predicted, the Company is unable to provide such guidance as the most directly comparable GAAP financial measures may vary materially from the corresponding GAAP financial measures. Accordingly, a reconciliation to Net income and Net cash provided by operating activities is not available without unreasonable effort.

The following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: our substantial competition, which is likely to increase over time; our ability to attract and retain subscribers, which is uncertain; consumer protection laws and their enforcement; the unfavorable outcome of pending or future litigation; the market for music rights, which is changing and subject to uncertainties; our dependence upon the auto industry; general economic conditions; the security of the personal information about our customers; existing or future government laws and regulations could harm our business; failure of our satellites would significantly damage our business; the interruption or failure of our information technology and communications systems; our failure to realize benefits of acquisitions or other strategic initiatives; rapid technological and industry changes; failure of third parties to perform; harmful interference to our service from new and existing wireless operations; our failure to comply with FCC requirements; modifications to our business plan; our indebtedness; our principal stockholder has significant influence over our affairs and over actions requiring stockholder approval and its interests may differ from interests of other holders of our common stock; and impairment of our business by third-party intellectual property rights. Additional factors that could cause our results to differ materially from those described in the forward-looking statements can be found in our Annual Report on Form 10-K for the year ended December 31, 2015, which is filed with the Securities and Exchange Commission (the “SEC”) and available at the SEC’s Internet site (http://www.sec.gov). The information set forth herein speaks only as of the date hereof, and we disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this communication.



	As of September 30,		2016 vs 2015 Change
(in thousands)	2016	2015	Amount	%
Self-pay subscribers	25,528	23,816	1,712	7	%
Paid promotional subscribers	5,463	5,143	320	6	%
Ending subscribers ^(a)	30,991	28,960	2,031	7	%


•	Revenue Climbs 9% in the Third Quarter to $1.3 Billion, a Quarterly Record


•	Third Quarter Net Income Rises 16% to $194 Million and Adjusted EBITDA Grows 10% to $492 Million


•	SiriusXM Subscribers Approach 31 Million. The company added 345,000 net new subscribers during the most recent three month period to end the third quarter of 2016 with approximately 31 million subscribers. Self-pay net additions were 385,000 during the third quarter, resulting in self-pay subscribers of 25.5 million at September 30, 2016.


•	Strong Revenue Growth and Record ARPU. Revenue climbed 9% to a quarterly record of $1.3 billion. The growth was driven by a 7% increase in subscribers and a 3% increase in average revenue per user (ARPU) to $13.04.


•	Record Adjusted EBITDA. Adjusted EBITDA in the third quarter of 2016 was $492 million, a record quarterly high, and up 10% from $447 million in the third quarter of 2015. Adjusted EBITDA margin was a record high 38.4% in the third quarter of 2016, up from 38.2% in the third quarter of 2015.


•	Net self-pay subscriber additions of approximately 1.6 million,


•	Total net subscriber additions of approximately 1.7 million,


•	Share Buyback Authorization Increases by $2 Billion


(a)	Amounts may not sum as a result of rounding.


(a)	Amounts may not sum as a result of rounding.