Exhibit 99.1

(SIRIUS XM LOGO)

SIRIUS XM RADIO REPORTS THIRD QUARTER 2010 RESULTS


Ÿ	Adj. Revenue Up 15% Year-Over-Year to a Record $723 Million

Ÿ	Record Adj. EBITDA of $170 Million, Up 60% Year-Over-Year

Ÿ	Net Subscriber Additions Exceed 334,000

Ÿ	Company Raises 2010 Financial Guidance

NEW YORK – November 4, 2010 – SIRIUS XM Radio (NASDAQ: SIRI)today announced third quarter 2010 financial and operating results, including:


	•	Adjusted revenue of $722.5 million in the third quarter 2010, up 15% from the third quarter 2009 adjusted revenue of $629.6 million;
	•	Adjusted EBITDA of $169.7 million in the third quarter 2010, an increase of 60% over the third quarter 2009 adjusted EBITDA of $106.1 million;
	•	Free cash flow of $62.0 million, a 132% increase from $26.7 million in the third quarter of 2009;
	•	Net subscriber additions of 334,727 in the third quarter of 2010 compared to 102,295 in the third quarter of 2009; and
	•	Net income (loss) attributable to common stockholders for the third quarter of 2010 and 2009 was $67.6 million and ($151.5) million, respectively, or $0.01 and ($0.04) per diluted share.

The discussion of adjusted operating results, including adjusted revenue and adjusted EBITDA, excludes the effects of stock-based compensation and certain purchase price accounting adjustments. A reconciliation of the non-GAAP items to their nearest GAAP equivalent is contained in the financial supplements included with this release.

“We continued our positive momentum in the third quarter, improved our churn and conversion rates, and attained a record high subscriber count. We delivered record adjusted revenue and adjusted EBITDA, increased our free cash flow, and we are now raising our financial guidance for the full year,” said Mel Karmazin, Chief Executive Officer, SIRIUS XM.

Karmazin added, “We will continue to increase and diversify our content offerings with new shows, new celebrity hosts and specialty programming with fantastic appeal to new

and existing subscribers. By growing subscribers and revenue, tightly managing costs, and improving our balance sheet, we are positioned well for long term free cash flow growth.”

SIRIUS XM ended third quarter 2010 with 19,862,175 subscribers, an increase of more than 1.3 million subscribers compared to the end of the third quarter 2009. Net subscriber additions of 334,727 in the third quarter of 2010 improved from 102,295 subscribers in the third quarter of 2009. In the third quarter 2010, average revenue per subscriber (ARPU) was $11.81, an increase of 6% from ARPU of $11.09 in the third quarter 2009. The company’s self-pay monthly customer churn rate was 1.9% in the third quarter 2010, as compared with a self-pay monthly customer churn rate of 2.0% in the third quarter 2009. The conversion rate of trial subscribers into self-pay subscribers climbed to 48.1% in the third quarter 2010, up from 46.2% in the third quarter of 2009. Subscriber acquisition cost (SAC) per gross addition was $59 in the third quarter 2010, a 14% improvement from $69 in the third quarter 2009.

On a GAAP basis, net income (loss) attributable to common stockholders for the third quarter of 2010 and 2009 was $67.6 million and ($151.5) million, respectively, or $0.01 and ($0.04) per diluted share, on revenue of $717.5 million and $618.7 million, respectively. The company’s reported net income (loss) attributable to common stockholders included losses on extinguishment of debt in the third quarter of 2010 and 2009 of $0.3 million and $138.1 million, respectively. For the nine months ended September 30, 2010 and 2009, net income (loss) attributable to common stockholders was $124.5 million and ($550.0) million, respectively, or $0.02 and ($0.15) per diluted share, on revenue of $2.08 billion and $1.80 billion, respectively.

In October, XM completed an offering of $700 million of 7.625% Senior Notes due 2018. XM used a portion of the proceeds of the offering to repurchase $489,065,000 aggregate principal amount of its outstanding 11.25% Senior Secured Notes due 2013 pursuant to its previously announced tender offer and consent solicitation.

INCREASED 2010 OUTLOOK

The company projects full-year 2010 adjusted EBITDA of approximately $600 million versus previous guidance of approximately $575 million. The company now expects adjusted revenue for 2010 will exceed $2.8 billion and free cash flow will exceed $150 million. SIRIUS XM expects to end the year with approximately 20.1 million subscribers, consistent with its increase in subscriber guidance on October 1, 2010.

Subscriber Data.

The following table contains actual subscriber data for the three and nine months ended September 30, 2010 and 2009, respectively:


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,

	2010			2009			2010			2009

Beginning subscribers		19,527,448			18,413,435			18,772,758			19,003,856
Gross subscriber additions		1,952,054			1,606,446			5,693,409			4,325,532
Deactivated subscribers		(1,617,327	)		(1,504,151	)		(4,603,992	)		(4,813,658	)

Net additions		334,727			102,295			1,089,417			(488,126	)

Ending subscribers		19,862,175			18,515,730			19,862,175			18,515,730


Retail		7,088,562			7,925,904			7,088,562			7,925,904
OEM		12,630,463			10,488,530			12,630,463			10,488,530
Rental		143,150			101,296			143,150			101,296

Ending subscribers		19,862,175			18,515,730			19,862,175			18,515,730


Self-pay		16,335,819			15,456,748			16,335,819			15,456,748
Paid promotional		3,526,356			3,058,982			3,526,356			3,058,982

Ending subscribers		19,862,175			18,515,730			19,862,175			18,515,730


Retail		(188,884	)		(309,972	)		(637,188	)		(979,298	)
OEM		529,798			407,131			1,699,511			492,692
Rental		(6,187	)		5,136			27,094			(1,520	)

Net additions		334,727			102,295			1,089,417			(488,126	)


Self-pay		258,105			35,405			631,887			(92,838	)
Paid promotional		76,622			66,890			457,530			(395,288	)

Net additions		334,727			102,295			1,089,417			(488,126	)


Daily weighted average number of subscribers		19,610,837			18,393,678			19,181,040			18,514,041


Average self-pay monthly churn (1)		1.9	%		2.0	%		1.9	%		2.1	%

Conversion rate (2)		48.1	%		46.2	%		46.6	%		45.0	%




See accompanying footnotes.

Subscribers. The improvement was due to the 22% increase in gross subscriber additions, primarily resulting from an increase in new vehicle penetration along with an increase in returning activations, partially offset by an 8% increase in deactivations resulting from higher promotional churn due to an increase in the volume of trial subscriptions.

Average Self-pay Monthly Churn decreased in the three months ended September 30, 2010 due to an improving economy, the success of retention and win-back programs and reductions in non-pay cancellation rates.

Conversion Rate increased in the three months ended September 30, 2010 primarily due to marketing to promotional period subscribers and an improving economy.

Metrics.

The following table contains key operating metrics based on the company’s adjusted results of operations for the three and nine months ended September 30, 2010 and 2009, respectively:


	Unaudited Adjusted

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,

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


ARPU (3)	$	11.81	$	11.09	$	11.70	$	10.74
SAC, per gross subscriber addition (4)	$	59	$	69	$	59	$	63
Customer service and billing expenses, per average subscriber (5)	$	1.02	$	1.01	$	1.00	$	1.04
Free cash flow (6)	$	61,998	$	26,724	$	43,126	$	35,772
Adjusted total revenue (8)	$	722,537	$	629,607	$	2,098,659	$	1,842,924
Adjusted EBITDA (7)	$	169,727	$	106,140	$	481,799	$	347,198




See accompanying footnotes.

ARPU increased in the three months ended September 30, 2010 primarily due to the introduction of the U.S. Music Royalty Fee in the third quarter of 2009, increased revenues from the sale of “Best of” programming, decreases in discounts on multi-subscription and internet packages, and increased net advertising revenue, partially offset by an increase in the number of subscribers on promotional plans.

SAC, Per Gross Subscriber Addition, decreased in the three months ended September 30, 2010 due to lower per radio subsidy rates for certain OEMs and growth in subscriber reactivations and royalties from radio manufacturers compared to the three months ended September 30, 2009, partially offset a 33% increase in OEM production with factory-installed satellite radios.

Customer Service and Billing Expenses, Per Average Subscriber, increased in the three months ended September 30, 2010 primarily due to higher call volume, partially offset by lower call center expenses as a result of moving calls to lower cost locations.

Free Cash Flow increased in the three months ended September 30, 2010 principally as a result of improvements in our adjusted EBITDA and increases in cash flows from operations resulting from higher collections of amounts due from subscribers and distributors during the three months ended September 30, 2010 as compared to the three months ended September 30, 2009, partially offset by decreases in cash flows from operations resulting from the periodic payment of related party liabilities in the current period compared to a deferral of such payments in the three months ended September 30, 2009 and the routine amortization of prepaid programming costs and release of credit card hold-backs included in other long-term assets in the three months ended September 30, 2009. As a result of these transactions, net cash provided by operating activities increased $33,811 to $150,059 in the three months ended

September 30, 2010 compared to the $116,248 provided by operations in the three months ended September 30, 2009. In addition, capital expenditures in the three months ended September 30, 2010 decreased $1,463 to $88,061 compared to $89,524 expended in the three months ended September 30, 2009, primarily due to decreased satellite and related launch vehicle spending.

Adjusted Total Revenue. Set forth below are our adjusted total revenue for the three and nine months ended September 30, 2010 and 2009. Our adjusted total revenue includes the recognition of deferred subscriber revenues acquired in the merger between SIRIUS and XM (the “Merger”) that are not recognized in our results under purchase price accounting and the elimination of the benefit in earnings from deferred revenue associated with our investment in XM Canada acquired in the Merger.


	Unaudited

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,

(in thousands)	2010		2009		2010		2009


Revenue:
Subscriber revenue, including effects of rebates (GAAP)	$	612,119	$	578,304	$	1,793,258	$	1,699,455
Advertising revenue, net of agency fees (GAAP)		15,973		12,418		46,296		37,287
Equipment revenue (GAAP)		17,823		10,506		50,625		31,343
Other revenue (GAAP)		71,633		17,428		190,914		28,379
Total revenue (GAAP)		717,548		618,656		2,081,093		1,796,464
Purchase price accounting adjustments:
Subscriber revenue		3,176		9,138		12,128		41,022
Other revenue		1,813		1,813		5,438		5,438

Adjusted total revenue	$	722,537	$	629,607	$	2,098,659	$	1,842,924

For the three months ended September 30, the increase in subscriber revenue was driven by the increase in subscribers as well as an increase in the sale of “Best of” programming and the decreases in discounts on multi-subscription and internet packages, partially offset by an increase in the number of subscribers on promotional plans. The increase in advertising revenue was driven by more effective sales efforts and improvements in the national market for advertising. The increase in equipment revenue was driven by royalties from increased OEM installations. The increase in other revenue was driven by the introduction of the U.S. Music Royalty Fee in the third quarter of 2009.

Adjusted EBITDA. EBITDA is defined as net income (loss) before interest and investment income (loss); interest expense, net of amounts capitalized; income tax expense and depreciation and amortization. Adjusted EBITDA also removes the impact of other income and expense, losses on extinguishment of debt as well as certain non-cash charges, such as, goodwill impairment; restructuring, impairments and related costs; certain purchase price accounting adjustments and share-based payment expense.


	Unaudited Adjusted

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,

(in thousands)	2010		2009		2010		2009

Total revenue	$	722,537	$	629,607	$	2,098,659	$	1,842,924
Operating expenses:
Revenue share and royalties		141,981		123,531		399,838		362,463
Programming and content		88,869		93,230		263,271		277,614
Customer service and billing		59,967		55,795		173,307		173,517
Satellite and transmission		20,023		18,676		58,645		57,077
Cost of equipment		6,463		11,944		22,187		27,988
Subscriber acquisition costs		126,873		109,384		364,600		274,082
Sales and marketing		52,213		52,827		159,231		152,039
Engineering, design and development		10,843		9,599		30,304		28,134
General and administrative		45,578		48,481		145,477		142,812

Total operating expenses		552,810		523,467		1,616,860		1,495,726

Adjusted EBITDA	$	169,727	$	106,140	$	481,799	$	347,198

For the three months ended September 30, 2010, the increase in Adjusted EBITDA was primarily due to an increase in revenues, the increase in our subscriber base, the introduction of the U.S. Music Royalty Fee in the third quarter of 2009, increased advertising and equipment revenue, decreases in discounts on multi-subscription and internet packages, and an increase in the sale of “Best of” programming, partially offset by an increase in the number of subscribers on promotional plans, and an increase in expenses which was primarily driven by higher subscriber acquisition costs related to the 22% increase in gross additions and higher revenue share and royalties expenses associated with growth in revenues subject to revenue sharing and royalty arrangements.

SIRIUS XM RADIO INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,

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

Revenue:
Subscriber revenue, including effects of rebates	$	612,119		$	578,304		$	1,793,258		$	1,699,455
Advertising revenue, net of agency fees		15,973			12,418			46,296			37,287
Equipment revenue		17,823			10,506			50,625			31,343
Other revenue		71,633			17,428			190,914			28,379

Total revenue		717,548			618,656			2,081,093			1,796,464
Operating expenses (depreciation and amortization shown separately below):
Cost of services:
Revenue share and royalties		114,482			100,558			320,567			296,855
Programming and content		78,143			78,315			228,595			230,825
Customer service and billing		60,613			56,529			175,238			175,570
Satellite and transmission		20,844			19,542			60,944			59,435
Cost of equipment		6,463			11,944			22,187			27,988
Subscriber acquisition costs		105,984			90,054			305,745			230,773
Sales and marketing		51,519			52,530			156,813			152,647
Engineering, design and development		12,526			11,252			35,209			32,975
General and administrative		54,188			56,923			170,935			182,953
Depreciation and amortization		67,450			72,100			206,945			231,624
Restructuring, impairments and related costs		2,267			2,554			4,071			30,167

Total operating expenses		574,479			552,301			1,687,249			1,651,812

Income from operations		143,069			66,355			393,844			144,652
Other income (expense):
Interest expense, net of amounts capitalized		(68,559	)		(80,864	)		(223,230	)		(246,922	)
Loss on extinguishment of debt and credit facilities, net		(256	)		(138,053	)		(34,695	)		(263,767	)
Interest and investment (loss) income		(4,305	)		904			(7,197	)		3,059
Other income		1,108			1,246			1,837			2,505

Total other expense		(72,012	)		(216,767	)		(263,285	)		(505,125	)

Income (loss) before income taxes		71,057			(150,412	)		130,559			(360,473	)
Income tax expense		(3,428	)		(1,115	)		(6,060	)		(3,344	)

Net income (loss)		67,629			(151,527	)		124,499			(363,817	)
Preferred stock beneficial conversion feature		—			—			—			(186,188	)

Net income (loss) attributable to common stockholders	$	67,629		$	(151,527	)	$	124,499		$	(550,005	)

Net income (loss) per common share:
Basic	$	0.02		$	(0.04	)	$	0.03		$	(0.15	)

Diluted	$	0.01		$	(0.04	)	$	0.02		$	(0.15	)


Weighted average common shares outstanding:
Basic		3,689,245			3,621,062			3,686,312			3,577,587

Diluted		6,369,831			3,621,062			6,361,090			3,577,587

SIRIUS XM RADIO INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


	September 30, 2010			December 31, 2009

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

ASSETS
Current assets:
Cash and cash equivalents	$	316,255		$	383,489
Accounts receivable, net		110,391			113,580
Receivables from distributors		78,983			48,738
Inventory, net		18,036			16,193
Prepaid expenses		167,734			100,273
Related party current assets		3,894			106,247
Deferred tax asset		74,332			72,640
Other current assets		8,990			18,620

Total current assets		778,615			859,780
Property and equipment, net		1,798,406			1,711,003
Long-term restricted investments		3,396			3,400
Deferred financing fees, net		56,489			66,407
Intangible assets, net		2,644,831			2,695,115
Goodwill		1,834,856			1,834,856
Related party long-term assets		28,937			111,767
Other long-term assets		86,255			39,878

Total assets	$	7,231,785		$	7,322,206

LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	525,148		$	543,686
Accrued interest		78,581			74,566
Current portion of deferred revenue		1,162,776			1,083,430
Current portion of deferred credit on executory contracts		266,096			252,831
Current maturities of long-term debt		5,482			13,882
Related party current liabilities		18,318			108,246

Total current liabilities		2,056,401			2,076,641
Deferred revenue		270,820			255,149
Deferred credit on executory contracts		580,161			784,078
Long-term debt		2,663,142			2,799,702
Long-term related party debt		358,747			263,579
Deferred tax liability		947,667			940,182
Related party long-term liabilities		25,211			46,301
Other long-term liabilities		60,544			61,052

Total liabilities		6,962,693			7,226,684


Commitments and contingencies
Stockholders’ equity:
Preferred stock, par value $0.001; 50,000,000 authorized at September 30, 2010 and December 31, 2009:
Series A convertible preferred stock (liquidation preference of $0 at September 30, 2010 and $51,370 at December 31, 2009); no shares issued and outstanding at September 30, 2010 and 24,808,959 shares issued and outstanding at December 31, 2009		—			25
Convertible perpetual preferred stock, series B (liquidation preference of $13 at September 30, 2010 and December 31, 2009); 12,500,000 shares issued and outstanding at September 30, 2010 and December 31, 2009		13			13
Convertible preferred stock, series C junior; no shares issued and outstanding at September 30, 2010 and December 31, 2009		—			—
Common stock, par value $0.001; 9,000,000,000 shares authorized at September 30, 2010 and December 31, 2009; 3,923,840,895 and 3,882,659,087 shares issued and outstanding at September 30, 2010 and December 31, 2009, respectively		3,923			3,882
Accumulated other comprehensive loss, net of tax		(5,823	)		(6,581	)
Additional paid-in capital		10,400,588			10,352,291
Accumulated deficit		(10,129,609	)		(10,254,108	)

Total stockholder’s equity		269,092			95,522

Total liabilities and stockholder’s equity	$	7,231,785		$	7,322,206

SIRIUS XM RADIO INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS


	For the Nine Months Ended September 30,

(in thousands)	2010			2009


Cash flows from operating activities:
Net income (loss)	$	124,499		$	(363,817	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		206,945			231,624
Non-cash interest expense, net of amortization of premium		32,983			39,769
Provision for doubtful accounts		23,300			23,879
Restructuring, impairments and related costs		4,071			26,954
Amortization of deferred income related to equity method investment		(2,081	)		(2,082	)
Loss on extinguishment of debt and credit facilities, net		34,695			263,767
Loss on investments		8,990			10,967
Loss on disposal of assets		927			—
Share-based payment expense		50,944			67,553
Deferred income taxes		6,060			3,344
Other non-cash purchase price adjustments		(184,703	)		(142,487	)
Changes in operating assets and liabilities:
Accounts receivable		(18,890	)		(9,002	)
Receivables from distributors		(22,430	)		4,195
Inventory		(1,843	)		3,466
Related party assets		(2,654	)		15,539
Prepaid expenses and other current assets		41,794			30,188
Other long-term assets		11,765			64,034
Accounts payable and accrued expenses		(69,629	)		(68,135	)
Accrued interest		5,244			(6,600	)
Deferred revenue		92,864			9,032
Related party liabilities		(50,940	)		46,961
Other long-term liabilities		(865	)		3,958

Net cash provided by operating activities		291,046			253,107


Cash flows from investing activities:
Additions to property and equipment		(257,374	)		(217,335	)
Sale of restricted and other investments		9,454			—

Net cash used in investing activities		(247,920	)		(217,335	)


Cash flows from financing activities:
Proceeds from exercise of stock options		4,906			—
Preferred stock issuance, net of costs		—			(3,712	)
Long-term borrowings, net of costs		637,406			579,936
Related party long-term borrowings, net of costs		147,094			364,964
Short-term financings		—			2,220
Payment of premiums on redemption of debt		(24,321	)		(17,075	)
Repayment of long-term borrowings		(820,224	)		(610,932	)
Repayment of related party long-term borrowings		(55,221	)		(351,247	)

Net cash used in financing activities		(110,360	)		(35,846	)

Net decrease in cash and cash equivalents		(67,234	)		(74	)
Cash and cash equivalents at beginning of period		383,489			380,446

Cash and cash equivalents at end of period	$	316,255		$	380,372

Footnotes

Average self-pay monthly churn; conversion rate; ARPU; SAC, per gross subscriber addition; customer service and billing expenses, per average subscriber; and free cash flow are not measures of financial performance under GAAP. We believe these operational and Non-GAAP financial performance 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 believe that investors also use our current and projected metrics to monitor the performance of our business and to make investment decisions.

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


(1)	Average self-pay monthly churn represents the monthly average of self-pay deactivations for the quarter divided by the average number of self-pay subscribers for the quarter.

(2)	We measure the percentage of vehicle owners and lessees that receive our service and convert to become self-paying subscribers after the initial promotion period. We refer to this as the “conversion rate.” At the time satellite radio enabled vehicles are sold or leased, the owners or lessees generally receive trial subscriptions ranging from three to twelve months. Promotional periods generally include the period of trial service plus 30 days to handle the receipt and processing of payments. We measure conversion rate three months after the period in which the trial service ends.

(3)	ARPU is derived from total earned subscriber revenue, net advertising revenue and other subscription-related revenue, net of purchase price accounting adjustments, divided by the number of months in the period, divided by the daily weighted average number of subscribers for the period. Other subscription-related revenue includes the U.S. Music Royalty Fee, which was initially charged to subscribers in the third quarter of 2009. Purchase price accounting adjustments include the recognition of deferred subscriber revenues not recognized in purchase price accounting associated with the Merger. ARPU is calculated as follows (in thousands, except for subscriber and per subscriber amounts):


	Unaudited

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,

	2010		2009		2010		2009

Subscriber revenue (GAAP)	$	612,119	$	578,304	$	1,793,258	$	1,699,455
Net advertising revenue (GAAP)		15,973		12,418		46,296		37,287
Other subscription-related revenue (GAAP)		63,554		11,851		168,195		11,851
Purchase price accounting adjustments		3,176		9,138		12,128		41,022

	$	694,822	$	611,711	$	2,019,877	$	1,789,615

Daily weighted average number of subscribers		19,610,837		18,393,678		19,181,040		18,514,041

ARPU	$	11.81	$	11.09	$	11.70	$	10.74

(4)

Subscriber acquisition cost, per gross subscriber addition (or SAC, per gross subscriber addition) is derived from subscriber acquisition costs and margins from the direct sale of radios and accessories, excluding purchase price accounting adjustments, divided by the number of gross subscriber additions for the period. Purchase price accounting adjustments associated with the Merger include the elimination of the benefit of amortization of deferred credits on executory contracts recognized at the Merger date attributable to an OEM. SAC, per gross subscriber addition, is calculated as follows (in thousands, except for subscriber and per subscriber amounts):


	Unaudited

	For the Three Months Ended September 30,					For the Nine Months Ended September 30,

	2010			2009		2010			2009

Subscriber acquisition costs (GAAP)	$	105,984		$	90,054	$	305,745		$	230,773
Less: margin from direct sales of radios and accessories (GAAP)		(11,360	)		1,438		(28,438	)		(3,355	)
Add: purchase price accounting adjustments		20,889			19,330		58,855			43,309

	$	115,513		$	110,822	$	336,162		$	270,727

Gross subscriber additions		1,952,054			1,606,446		5,693,409			4,325,532

SAC, per gross subscriber addition	$	59		$	69	$	59		$	63

(5)

Customer service and billing expenses, per average subscriber, is derived from total customer service and billing expenses, excluding share-based payment expense and purchase price accounting adjustments associated with the Merger, divided by the number of months in the period, divided by the daily weighted average number of subscribers for the period. We believe the exclusion of share-based payment expense in our calculation of customer service and billing expenses, per average subscriber, is useful given the significant variation in expense that can result from changes in the fair market value of our common stock, the effect of which is unrelated to the operational conditions that give rise to variations in the components of our customer service and billing expenses. Purchase price accounting adjustments associated with the Merger include the elimination of the benefit associated with incremental share-based payment arrangements recognized at the Merger date. Customer service and billing expenses, per average subscriber, is


	calculated as follows (in thousands, except for subscriber and per subscriber amounts):


	Unaudited

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,

	2010			2009			2010			2009

Customer service and billing expenses (GAAP)	$	60,613		$	56,529		$	175,238		$	175,570
Less: share-based payment expense, net of purchase price accounting adjustments		(700	)		(849	)		(2,157	)		(2,411	)
Add: purchase price accounting adjustment		54			115			226			358

	$	59,967		$	55,795		$	173,307		$	173,517
Daily weighted average number of subscribers		19,610,837			18,393,678			19,181,040			18,514,041

Customer service and billing expenses, per average subscriber	$	1.02		$	1.01		$	1.00		$	1.04


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


	Unaudited

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,

	2010			2009			2010			2009

Net cash provided by operating activities	$	150,059		$	116,248		$	291,046		$	253,107
Additions to property and equipment		(88,061	)		(89,524	)		(257,374	)		(217,335	)
Restricted and other investment activity		—			—			9,454			—

Free cash flow	$	61,998		$	26,724		$	43,126		$	35,772

(7)

EBITDA is defined as net income (loss) before interest and investment income (loss); interest expense, net of amounts capitalized; taxes expense and depreciation and amortization. We adjust EBITDA to remove the impact of other income and expense, loss on extinguishment of debt as well as certain non-cash charges discussed below. This measure is one of the primary Non-GAAP financial measures on which we (i) evaluate the performance of our businesses, (ii) base our internal budgets and (iii) compensate management. Adjusted EBITDA is a Non-GAAP financial performance measure that excludes (if applicable): (i) certain adjustments as a result of the purchase price accounting for the Merger, (ii) goodwill impairment, (iii) restructuring, impairments, and related costs, (iv) depreciation and amortization and (v) share-based payment expense. The purchase price accounting adjustments include: (i) the elimination of deferred revenue associated with the investment in XM Canada, (ii) recognition of deferred subscriber revenues not recognized in purchase price accounting, and (iii) elimination of the benefit of deferred credits on executory contracts, which are primarily attributable to third party arrangements with an OEM and programming providers. We believe adjusted EBITDA is a useful measure of the underlying trend of our operating performance, which provides useful information about our business apart from the costs associated with our physical plant, capital structure and purchase price accounting. We believe investors find this Non-GAAP financial measure useful when analyzing our results and comparing our operating performance to the performance of other communications, entertainment and media companies. We believe investors use current and projected adjusted EBITDA to


	estimate our current and prospective enterprise value and to make investment decisions. Because we fund and build-out our satellite radio system through the periodic raising and expenditure of large amounts of capital, our results of operations reflect significant charges for depreciation expense. The exclusion of depreciation and amortization expense is useful given significant variation in depreciation and amortization expense that can result from the potential variations in estimated useful lives, all of which can vary widely across different industries or among companies within the same industry. We believe the exclusion of restructuring, impairments and related costs is useful given the nature of these expenses. We also believe the exclusion of share-based payment expense is useful given the significant variation in expense that can result from changes in the fair market value of our common stock.

	Adjusted EBITDA has certain limitations in that it does not take into account the impact to our statement of operations of certain expenses, including share-based payment expense and certain purchase price accounting for the Merger. 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 (loss) as disclosed in our consolidated statements of operations. 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 (loss) to the adjusted EBITDA is calculated as follows (in thousands):


	Unaudited

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,

	2010			2009			2010			2009

Net income (loss) (GAAP):	$	67,629		$	(151,527	)	$	124,499		$	(363,817	)
Add back items excluded from Adjusted EBITDA:
Purchase price accounting adjustments:
Revenues		4,989			10,951			17,566			46,460
Operating expenses		(66,438	)		(64,619	)		(193,904	)		(177,006	)
Share-based payment expense, net of purchase price accounting adjustments		18,390			18,799			53,277			71,301
Depreciation and amortization (GAAP)		67,450			72,100			206,945			231,624
Restructuring, impairments and related costs (GAAP)		2,267			2,554			4,071			30,167
Interest expense, net of amounts capitalized (GAAP)		68,559			80,864			223,230			246,922
Loss on extinguishment of debt and credit facilities, net (GAAP)		256			138,053			34,695			263,767
Interest and investment income (loss) (GAAP)		4,305			(904	)		7,197			(3,059	)
Other (loss) income (GAAP)		(1,108	)		(1,246	)		(1,837	)		(2,505	)
Income tax expense (GAAP)		3,428			1,115			6,060			3,344

Adjusted EBITDA	$	169,727		$	106,140		$	481,799		$	347,198


(8)	The following tables reconcile our actual revenues and operating expenses to our adjusted revenues and operating expenses:


	Unaudited For the Three Months Ended September 30, 2010

(in thousands)	As Reported		Purchase Price Accounting Adjustments		Allocation of Share-based Payment Expense			Adjusted


Revenue:
Subscriber revenue, including effects of rebates	$	612,119	$	3,176	$	—		$	615,295
Advertising revenue, net of agency fees		15,973		—		—			15,973
Equipment revenue		17,823		—		—			17,823
Other revenue		71,633		1,813		—			73,446

Total revenue	$	717,548	$	4,989	$	—		$	722,537

Operating expenses

Cost of services:
Revenue share and royalties		114,482		27,499		—			141,981
Programming and content		78,143		13,955		(3,229	)		88,869
Customer service and billing		60,613		54		(700	)		59,967
Satellite and transmission		20,844		272		(1,093	)		20,023
Cost of equipment		6,463		—		—			6,463
Subscriber acquisition costs		105,984		20,889		—			126,873
Sales and marketing		51,519		3,506		(2,812	)		52,213
Engineering, design and development		12,526		93		(1,776	)		10,843
General and administrative		54,188		170		(8,780	)		45,578
Depreciation and amortization (a)		67,450		—		—			67,450
Restructuring, impairments and related costs		2,267		—		—			2,267
Share-based payment expense (b)		—		—		18,390			18,390

Total operating expenses	$	574,479	$	66,438	$	—		$	640,917


(a) Purchase price accounting adjustments included in the tables above exclude the incremental depreciation and amortization associated with the $785,000 stepped up basis in property, equipment and intangible assets as a result of the Merger. The increased depreciation and amortization for the three months ended September 30, 2010 was $16,000.

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

Programming and content	$	3,148	$	81	$	—		$	3,229
Customer service and billing		646		54		—			700
Satellite and transmission		1,042		51		—			1,093
Sales and marketing		2,732		80		—			2,812
Engineering, design and development		1,683		93		—			1,776
General and administrative		8,610		170		—			8,780

Total share-based payment expense	$	17,861	$	529	$	—		$	18,390


	Unaudited For the Three Months Ended September 30, 2009

(in thousands)	As Reported		Purchase Price Accounting Adjustments		Allocation of Share-based Payment Expense			Adjusted

Revenue:
Subscriber revenue, including effects of rebates	$	578,304	$	9,138	$	—		$	587,442
Advertising revenue, net of agency fees		12,418		—		—			12,418
Equipment revenue		10,506		—		—			10,506
Other revenue		17,428		1,813		—			19,241

Total revenue	$	618,656	$	10,951	$	—		$	629,607

Operating expenses

Cost of services:
Revenue share and royalties		100,558		22,973		—			123,531
Programming and content		78,315		18,117		(3,202	)		93,230
Customer service and billing		56,529		115		(849	)		55,795
Satellite and transmission		19,542		331		(1,197	)		18,676
Cost of equipment		11,944		—		—			11,944
Subscriber acquisition costs		90,054		19,330		—			109,384
Sales and marketing		52,530		3,155		(2,858	)		52,827
Engineering, design and development		11,252		224		(1,877	)		9,599
General and administrative		56,923		374		(8,816	)		48,481
Depreciation and amortization (a)		72,100		—		—			72,100
Restructuring, impairments and related costs		2,554		—		—			2,554
Share-based payment expense (b)		—		—		18,799			18,799

Total operating expenses	$	552,301	$	64,619	$	—		$	616,920


(a) Purchase price accounting adjustments included in the tables above exclude the incremental depreciation and amortization associated with the $785,000 stepped up basis in property, equipment and intangible assets as a result of the Merger. The increased depreciation and amortization for the three months ended September 30, 2009 was $24,000.

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

Programming and content	$	3,037	$	165	$	—		$	3,202
Customer service and billing		734		115		—			849
Satellite and transmission		1,086		111		—			1,197
Sales and marketing		2,722		136		—			2,858
Engineering, design and development		1,653		224		—			1,877
General and administrative		8,442		374		—			8,816

Total share-based payment expense	$	17,674	$	1,125	$	—		$	18,799


	Unaudited For the Nine Months Ended September 30, 2010

(in thousands)	As Reported		Purchase Price Accounting Adjustments		Allocation of Share-based Payment Expense			Adjusted

Revenue:
Subscriber revenue, including effects of rebates	$	1,793,258	$	12,128	$	—		$	1,805,386
Advertising revenue, net of agency fees		46,296		—		—			46,296
Equipment revenue		50,625		—		—			50,625
Other revenue		190,914		5,438		—			196,352

Total revenue	$	2,081,093	$	17,566	$	—		$	2,098,659

Operating expenses

Cost of services:
Revenue share and royalties		320,567		79,271		—			399,838
Programming and content		228,595		42,805		(8,129	)		263,271
Customer service and billing		175,238		226		(2,157	)		173,307
Satellite and transmission		60,944		897		(3,196	)		58,645
Cost of equipment		22,187		—		—			22,187
Subscriber acquisition costs		305,745		58,855		—			364,600
Sales and marketing		156,813		10,692		(8,274	)		159,231
Engineering, design and development		35,209		427		(5,332	)		30,304
General and administrative		170,935		731		(26,189	)		145,477
Depreciation and amortization (a)		206,945		—		—			206,945
Restructuring, impairments and related costs		4,071		—		—			4,071
Share-based payment expense (b)		—		—		53,277			53,277

Total operating expenses	$	1,687,249	$	193,904	$	—		$	1,881,153


(a) Purchase price accounting adjustments included in the tables above exclude the incremental depreciation and amortization associated with the $785,000 stepped up basis in property, equipment and intangible assets as a result of the Merger. The increased depreciation and amortization for the nine months ended September 30, 2010 was $52,000.

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

Programming and content	$	7,760	$	369	$	—		$	8,129
Customer service and billing		1,931		226		—			2,157
Satellite and transmission		2,960		236		—			3,196
Sales and marketing		7,930		344		—			8,274
Engineering, design and development		4,905		427		—			5,332
General and administrative		25,458		731		—			26,189

Total share-based payment expense	$	50,944	$	2,333	$	—		$	53,277


	Unaudited For the Nine Months Ended September 30, 2009

(in thousands)	As Reported		Purchase Price Accounting Adjustments		Allocation of Share-based Payment Expense			Adjusted

Revenue:
Subscriber revenue, including effects of rebates	$	1,699,455	$	41,022	$	—		$	1,740,477
Advertising revenue, net of agency fees		37,287		—		—			37,287
Equipment revenue		31,343		—		—			31,343
Other revenue		28,379		5,438		—			33,817

Total revenue	$	1,796,464	$	46,460	$	—		$	1,842,924

Operating expenses

Cost of services:
Revenue share and royalties		296,855		65,608		—			362,463
Programming and content		230,825		54,708		(7,919	)		277,614
Customer service and billing		175,570		358		(2,411	)		173,517
Satellite and transmission		59,435		1,013		(3,371	)		57,077
Cost of equipment		27,988		—		—			27,988
Subscriber acquisition costs		230,773		43,309		—			274,082
Sales and marketing		152,647		9,986		(10,594	)		152,039
Engineering, design and development		32,975		772		(5,613	)		28,134
General and administrative		182,953		1,252		(41,393	)		142,812
Depreciation and amortization (a)		231,624		—		—			231,624
Restructuring, impairments and related costs		30,167		—		—			30,167
Share-based payment expense (b)		—		—		71,301			71,301

Total operating expenses	$	1,651,812	$	177,006	$	—		$	1,828,818


(a) Purchase price accounting adjustments included in the tables above exclude the incremental depreciation and amortization associated with the $785,000 stepped up basis in property, equipment and intangible assets as a result of the Merger. The increased depreciation and amortization for the nine months ended September 30, 2009 was $86,000.

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

Programming and content	$	7,418	$	501	$	—		$	7,919
Customer service and billing		2,052		359		—			2,411
Satellite and transmission		3,020		351		—			3,371
Sales and marketing		10,081		513		—			10,594
Engineering, design and development		4,841		772		—			5,613
General and administrative		40,141		1,252		—			41,393

Total share-based payment expense	$	67,553	$	3,748	$	—		$	71,301

About SIRIUS XM Radio

SIRIUS XM is America’s satellite radio company, broadcasting more than 135 channels of commercial-free music, and premier sports, news, talk, entertainment, traffic, weather, and data services to 19.9 million subscribers in cars, trucks, boats and aircraft, and through a wide range of mobile devices.

SIRIUS XM offers an array of content from some of the biggest names in entertainment, as well as from professional sports leagues, major colleges, and national news and talk providers. SIRIUS XM programming is also available at sirius.com and xmradio.com, and on Apple iPhone and iPod touch, BlackBerry and Android-powered mobile devices using the SIRIUS XM Premium Online App.

SIRIUS XM has arrangements with every major automaker and its radio products are available at retail locations nationwide, as well as shop.sirius.com and shop.xmradio.com.

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,” “will continue,” “is anticipated,” “estimated,” “intend,” “plan,” “projection,” “outlook” 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: 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 its Quarterly Report on Form 10-Q for the period ending June 30, 2010 and XM’s Annual Report on Form 10-K for the year ended December 31, 2009 and its Quarterly Report on Form 10-Q for the period ending June 30, 2010, 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