Our debt as of September 30, 2014 and December 31, 2013 consisted of the following:

Carrying value at

Issuer / Borrower

Issued

Debt

Maturity Date

Interest Payable

Principal Amount

September 30, 2014

December 31, 2013

Sirius XM

(a)(b)

August 2008

7% Exchangeable
Senior Subordinated Notes (the "Exchangeable Notes")

December 1, 2014

semi-annually on June 1 and December 1

502,364

502,007

500,481

Sirius XM
(a)(c)

May 2013

4.25% Senior Notes

(the "4.25% Notes")

May 15, 2020

semi-annually on May 15 and November 15

500,000

495,346

494,809

Sirius XM
(a)(c)

September 2013

5.875% Senior Notes

(the "5.875% Notes")

October 1, 2020

semi-annually on April 1 and October 1

650,000

643,566

642,914

Sirius XM
(a)(c)

August 2013

5.75% Senior Notes

(the "5.75% Notes")

August 1, 2021

semi-annually on February 1 and August 1

600,000

594,940

594,499

Sirius XM
(a)(c)

May 2013

4.625% Senior Notes

(the "4.625% Notes")

May 15, 2023

semi-annually on May 15 and November 15

500,000

494,998

494,653

Sirius XM
(a)(c)(d)

May 2014

6.00% Senior Notes

(the "6.00% Notes")

July 15, 2024

semi-annually on January 15 and July 15

1,500,000

1,483,611

—

Sirius XM
(a)(c)(e)

August 2012

5.25% Senior Secured Notes (the "5.25% Notes")

August 15, 2022

semi-annually on February 15 and August 15

400,000

395,020

394,648

Sirius XM
(f)

December 2012

Senior Secured Revolving Credit Facility (the "Credit Facility")

December 5, 2017

variable fee paid quarterly

1,250,000

145,000

460,000

Sirius XM

Various

Capital leases

Various

n/a

14,583

19,591

Total Debt

4,769,071

3,601,595

Less: total current maturities non-related party

498,433

496,815

Less: total current maturities related party

10,992

10,959

Total long-term debt

4,259,646

3,093,821


(a)	The carrying value of the notes are net of the remaining unamortized original issue discount.

(b)

Sirius XM and Holdings are co-obligors with respect to the Exchangeable Notes. The Exchangeable Notes are senior subordinated obligations and rank junior in right of payment to our existing and future senior debt and equally in right of payment with our existing and future senior subordinated debt. Substantially all of our domestic wholly-owned subsidiaries guarantee our obligations under these notes on a senior subordinated basis. The Exchangeable Notes are exchangeable at any time at the option of the holder into shares of our common stock at an exchange rate of 543.1372 shares of common stock per $1,000 principal amount of the notes, which is equivalent to an approximate exchange price of $1.841 per share of common stock. During the three months ended September 30, 2014, $6 of the Exchangeable Notes were converted into shares of our common stock. During the three and nine months ended September 30, 2014, the common stock reserved for conversion in connection with the Exchangeable Notes was considered to be dilutive in our calculation of diluted net income per share and anti-dilutive during the three and nine months ended September 30, 2013.


(c)	Substantially all of our domestic wholly-owned subsidiaries have guaranteed these notes.


(d)	In May 2014, Sirius XM issued $1,500,000 aggregate principal amount of 6.00% Senior Notes due 2024, with an original issuance discount of $16,875.


(e)	In April 2014, we entered into a supplemental indenture to the indenture governing the 5.25% Notes pursuant to which we granted a first priority lien on substantially all of the assets of Sirius XM and the guarantors to the holders of the 5.25% Notes. The liens securing the 5.25% Notes are equal and ratable to the liens granted to secure the Credit Facility.

(f)

In December 2012, Sirius XM entered into a five-year Credit Facility with a syndicate of financial institutions for $1,250,000. Sirius XM's obligations under the Credit Facility are guaranteed by certain of its material domestic subsidiaries and are secured by a lien on substantially all of Sirius XM's assets and the assets of its material domestic subsidiaries. Borrowings under the Credit Facility are used for working capital and other general corporate purposes, including dividends, financing of acquisitions and share repurchases. Interest on borrowings is payable on a quarterly basis and accrues at a rate based on LIBOR plus an applicable rate. Sirius XM is also required to pay a variable fee on the average daily unused portion of the Credit Facility and is payable on a quarterly basis. The variable rate for the Credit Facility was 0.35% per annum as of September 30, 2014. As of September 30, 2014, $1,105,000 was available for future borrowing under the Credit Facility. Sirius XM's outstanding borrowings under the Credit Facility are classified as Long-term debt within our unaudited consolidated balance sheets due to the long-term maturity of this debt.