XM Satellite Radio Holdings Inc. Announces Third Quarter 2007 Results

Largest Quarter for New OEM Additions Fuels Year-Over-Year Third Quarter Gains in Gross and Net Subscribers; Third Quarter Ending Subscribers Exceed 8.5 Million; Year-Over-Year Revenue Increases 20 Percent

WASHINGTON, Oct. 25 /PRNewswire-FirstCall/ -- XM Satellite Radio Holdings Inc. (NASDAQ: XMSR) today announced earnings for the three-month period ended September 30, 2007. Revenue for the 2007 third quarter increased approximately 20 percent year over year to $287 million compared to $240 million in the 2006 third quarter.

XM ended the 2007 third quarter with approximately 8.57 million subscribers compared to approximately 7.19 million subscribers in the prior year period.

"During the third quarter, XM achieved year-over-year gains in both gross and net subscriber additions, despite weakness at retail, driven primarily by a record number of new automotive subscribers," said Nate Davis, president and chief executive officer, XM Satellite Radio. "We're already seeing the early results of the ramp in production of XM-equipped vehicles, which will provide XM with sustained subscriber growth for 2008 and beyond."

Davis continued, "We remain optimistic that our deal to merge with Sirius will close by the end of this year. In the meantime, we continue to work with the Federal Communications Commission and the Department of Justice to further demonstrate that this merger is in the public interest and should be approved."

For the third quarter of 2007, adjusted operating loss (formerly adjusted EBITDA) was $47 million compared to a loss of $2 million in the same period of 2006. The 2007 third quarter adjusted operating loss includes $9 million in expenses related to the company's pending merger with Sirius Satellite Radio. XM's 2007 third quarter net loss was $145 million compared to the 2006 third quarter net loss of $84 million. For a reconciliation of XM's net loss to adjusted operating loss, see the attached financial schedules.

In the 2007 third quarter, XM recorded gross subscriber additions of 952 thousand and net subscriber additions of 315 thousand compared to 868 thousand gross additions and 286 thousand net subscriber additions in the 2006 third quarter.

In the 2007 third quarter, XM's subscriber acquisition costs (SAC), a component of cost per gross addition (CPGA), were $70, including approximately $10 related to increased factory installations by new automotive partners. This compared to $59 in the third quarter of 2006. CPGA in the 2007 third quarter was $116 compared to $94 in the third quarter of 2006.

As of September 30, 2007, the company had $231 million in cash compared to $275 million at the end of June 30, 2007. As of September 30, 2007, the company also had $400 million in credit facilities, resulting in total available liquidity of $631 million.

Automotive and Retail

The company recently achieved the following in its automotive and retail channels:

  -- With automotive partnerships representing more than 60 percent of the
     U.S. automotive market, XM had its largest quarter ever in automotive
     gross additions with 700 thousand;

  -- The total number of vehicles produced with factory-installed XM reached
     approximately 9 million;

  -- General Motors launched the 2008 model year with XM included as
     standard equipment for the first time in all Saab, HUMMER and Buick
     models and expects to manufacture more than 2.5 million XM-equipped
     vehicles in model year 2008;

  -- XM announced the first Ferrari model equipped with XM. The new Ferrari
     612 Scaglietti will feature standard, factory-equipped XM Radio and XM
     NavTraffic with three years of service;

  -- XM recently announced an innovative multi-platform marketing campaign
     for the 2008 Cadillac Escalade that integrates Bob Dylan's critically
     acclaimed XM Radio show "Theme Time Radio Hour" through TV, online and
     print; and

  -- At retail, XM recently launched the XpressRC, the first satellite radio
     to offer a color split screen display, 60-minute replay and song
     storage.  The XpressRC (MSRP $169.99), which was recently named WIRED
     magazine's "Editor's Pick," joins the XpressR (MSRP $129.99), the mid-
     tier Xpress (MSRP $89.99) and the entry-level XpressEZ (MSRP $69.99) to
     create a full suite of Xpress plug-and-play XM radios for the fourth
     quarter holiday selling season.

  Programming

During the 2007 third quarter, the company made the following announcements:

  -- XM launched "P.O.T.U.S. '08," the nation's first radio channel
     dedicated to a presidential election with 24-hour coverage of the 2008
     campaign.  As a public service, XM provides the channel for free on all
     XM radios;

  -- XM began its first college football season as the official satellite
     radio network for all six power conferences: ACC, Big East, Big Ten,
     Big 12, Pac-10, and SEC;

  -- XM launched its first season as the exclusive satellite radio network
     of the National Hockey League (NHL) in the U.S. and Canada featuring
     the full schedule of NHL regular season and playoff games;

  -- XM launched "Unmasked" - the new, original comedy series featuring one-
     on-one interviews with some of the most talked about names in comedy,
     including George Carlin, Bob Newhart, Jim Norton, Bob Saget, Brian
     Regan and Carlos Mencia;

  -- XM's original live music and interview series "Artist Confidential"
     kicked off a new season with the band Smashing Pumpkins.  Future
     episodes of "Artist Confidential" will include Gloria Estefan, Marty
     Stuart, Mandy Moore, Lyle Lovett and Daddy Yankee, among many others;

  -- XM debuted the second season of Bob Dylan's award-winning XM music
     show, "Theme Time Radio Hour" featuring contributions from Luke Wilson,
     Amy Sedaris, Jack White, John Cusack, Richard Lewis and Ellen Barkin;

  -- XM announced the second season of Oprah Winfrey's XM radio show "Soul
     Series" which airs exclusively on the "Oprah & Friends" channel;

  -- In response to the California wildfires, XM's 24-hour Emergency Alert
     channel is broadcasting news and public safety information in
     partnership with local radio stations and the Red Cross.  As a public
     service, XM provides the channel for free on all XM radios; and

  -- XM launched the innovative new channel called XMX (XM Channel 2), which
     showcases XM's critically-acclaimed original music series "Artist
     Confidential" plus exclusive shows hosted by legendary artists Bob
     Dylan, Tom Petty, Ludacris, Wynton Marsalis, Quincy Jones and more.

  Pending Merger with Sirius Satellite Radio

XM announced it will hold a special meeting of shareholders on November 13, 2007, to consider and vote upon a proposal to adopt the Agreement and Plan of Merger between XM and Sirius Satellite Radio. The proposed transaction, which has been approved by the Board of Directors of both companies, is also subject to regulatory review and approvals, including the Department of Justice (DOJ) and the Federal Communications Commission (FCC), and the satisfaction of customary closing conditions. The companies remain optimistic that the merger will close in late 2007.

The regulatory review process continues to move forward. On September 4, 2007, XM and Sirius each certified to the DOJ that we were in substantial compliance with its Request for Additional Information. The FCC completed its 45-day public comment and reply period. On July 24, 2007, XM and SIRIUS filed their joint reply comments with the FCC. The filing included detailed programming and pricing plans, including "best of," "family friendly," and "a la carte" packages that will give consumers more choice and better pricing options.

More than 4,500 comments have been filed in favor of the merger from individuals as well as from many prestigious organizations and businesses. The volume, diversity and strength of the public comments filed with the FCC demonstrate persuasively that the merger is in the public interest and should be approved.

XM and Sirius announced their agreement to combine in a tax-free, all- stock merger on February 19, 2007. The companies filed their Merger Agreement with the Securities and Exchange Commission on February 21, 2007. Under the terms of the agreement, XM shareholders will receive a fixed exchange ratio of 4.6 shares of Sirius common stock for each share of XM. XM and Sirius shareholders will each own approximately 50 percent of the combined company. Additional details about the merger are available at http://www.xmmerger.com/.

Webcast and Conference Call Information

Gary Parsons, chairman, and Nate Davis, president and chief executive officer, will host an earnings conference call to discuss XM Satellite Radio's 2007 third quarter results today, Thursday, October 25, at 10:00 AM Eastern Time. Prior to the call, you can access XM Radio's third quarter 2007 results on the Company's website at http://www.xmradio.com/. To listen to the conference call via telephone, please call one of the following numbers approximately 10 minutes prior to the planned start of the call:

  Call-in number: (877) 265-5808
  Local call-in number: (706) 679-7931
  Conference ID#: 20811705

The conference call can also be accessed through a live webcast on the Company's website at http://www.xmradio.com/ (click on "Investor Info" link at the bottom of the page). The webcast of the call will also be archived on the Company's Web site.

A replay of the conference call will be available after 11:30 a.m. ET on Thursday, October 25, 2007 until January 25, 2008 via the following numbers:

  Playback Numbers: (800) 642-1687

  Local playback number: (706) 645-9291

  Conference ID#: 20811705

About XM

XM is America's number one satellite radio company with more than 8.5 million subscribers. Broadcasting live daily from studios in Washington, DC, New York City, Chicago, the Country Music Hall of Fame in Nashville, Toronto and Montreal, XM's 2007 lineup includes more than 170 digital channels of choice from coast to coast: commercial-free music, premier sports, news, talk radio, comedy, children's and entertainment programming; and the most advanced traffic and weather information.

XM, the leader in satellite-delivered entertainment and data services for the automobile market through partnerships with General Motors, Honda, Hyundai, Nissan, Porsche, Ferrari, Subaru, Suzuki and Toyota is available in 140 different vehicle models for 2007. XM's industry-leading products are available at consumer electronics retailers nationwide. For more information about XM hardware, programming and partnerships, please visit http://www.xmradio.com/.

Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions, future events or performance with respect to XM Satellite Radio Holdings Inc. ("XM") are not historical facts and may be forward-looking and, accordingly, such statements involve estimates, assumptions and uncertainties which could cause actual results to differ materially from those expressed in any forward-looking statements. Accordingly, any such statements are qualified in their entirety by reference to the factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2006 filed with the Securities and Exchange Commission. Among the significant factors that could cause our actual results to differ materially from those expressed are: our pending merger with SIRIUS Satellite Radio Inc. ("SIRIUS"), including related uncertainties and risks and the impact on our business if the merger is not completed; any events which affect the useful life of our satellites; our dependence upon third parties, including manufacturers of XM radios, retailers, automakers and programming providers; and our competitive position versus other audio entertainment providers.

Important Additional Information and Where to Find It

This communication is being made in respect of the proposed business combination involving XM and SIRIUS. In connection with the proposed transaction, SIRIUS filed with the SEC a Registration Statement on Form S-4 (Registration No. 333-144845) containing a Joint Proxy Statement/Prospectus and XM and SIRIUS may file with the SEC other documents regarding the proposed transaction. The Joint Proxy Statement/Prospectus is publicly available through the web site maintained by the SEC at http://www.sec.gov/ and was first mailed to stockholders of XM and SIRIUS on October 9, 2007. INVESTORS AND SECURITY HOLDERS OF XM AND SIRIUS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS TO IT) AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Investors and security holders may obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus and other documents filed with the SEC by XM and SIRIUS through the web site maintained by the SEC at http://www.sec.gov/. Free copies of the Registration Statement and the Joint Proxy Statement/Prospectus and other documents filed with the SEC can also be obtained by directing a request to XM Satellite Radio Holdings Inc., 1500 Eckington Place, NE, Washington, DC 20002, Attention: Investor Relations. XM, SIRIUS and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding XM's directors and executive officers is available in XM's Annual Report on Form 10-K for the year ended December 31, 2006, which was filed with the SEC on March 1, 2007 and its proxy statement for its 2007 annual meeting of shareholders, which was filed with the SEC on April 17, 2007, and information regarding SIRIUS' directors and executive officers is available in its Annual Report on Form 10- K for the year ended December 31, 2006, which was filed with the SEC on March 1, 2007, and its proxy statement for its 2007 annual meeting of stockholders, which was filed with the SEC on April 23, 2007. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the Joint Proxy Statement/Prospectus and other relevant materials filed with the SEC.



                       XM SATELLITE RADIO HOLDINGS INC.
                UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS


                                Three Months ended        Nine Months ended
                                   September 30,             September 30,
   (in thousands, except         2007         2006         2007         2006
    share and per share
    data)

   Revenue:
     Subscription            $256,770     $214,817     $739,034     $605,084
     Activation                 4,929        4,213       14,348       11,733
     Merchandise                4,310        3,164       15,265       11,644
     Net ad sales              10,716        8,786       28,347       24,285
     Other                     10,731        9,464       31,849       23,549
   Total revenue              287,456      240,444      828,843      676,295
   Operating expenses:
     Cost of revenue
      (excludes
      depreciation &
      amortization, shown
      below):
       Revenue share &
        royalties              52,416       33,406      149,565      105,605
       Customer care &
        billing
        operations (1)         31,396       27,171       90,073       76,021
       Cost of merchandise      9,585       10,177       40,555       28,424
       Ad sales (1)             6,878        3,378       15,744       11,193
       Satellite &
        terrestrial (1)        13,808       11,670       41,163       36,290
       Broadcast &
        operations:
         Broadcast (1)          6,139        6,158       19,569       17,180
         Operations (1)         9,715        7,827       29,114       25,519
       Total broadcast &

        operations             15,854       13,985       48,683       42,699
       Programming &
        content (1)            46,825       38,873      132,603      118,769
     Total cost of
      revenue                 176,762      138,660      518,386      419,001
     Research &
      development
      (excludes
      depreciation &
      amortization, shown
      below) (1)                8,343        8,849       23,812       28,348
     General &
      administrative
      (excludes
      depreciation &
      amortization, shown
      below) (1)               46,301       21,997      116,354       58,299
     Marketing (excludes
      depreciation &

      amortization, shown
      below):
         Retention &
          support (1)          11,504        7,288       31,878       22,778
         Subsidies &
          distribution         61,658       43,872      169,115      156,040
         Advertising &
          marketing            43,051       30,925      119,104      106,948
       Marketing              116,213       82,085      320,097      285,766
       Amortization of GM
        liability               6,504        6,504       19,511       23,256
     Total marketing          122,717       88,589      339,608      309,022
     Depreciation &
      amortization             46,402       43,109      139,789      124,837
   Total operating
    expenses (1)             400,525      301,204    1,137,949      939,507
   Operating loss           (113,069)     (60,760)    (309,106)    (263,212)
   Other income
    (expense):
     Interest income           3,495        5,216       11,277       18,165
     Interest expense        (27,757)     (23,794)     (87,789)     (86,346)
     Loss from de-
      leveraging
      transactions                 -          (21)      (2,965)    (100,746)
     Loss from impairment
      of investments            (481)           -      (36,305)     (18,926)
     Equity in net loss
      of affiliate            (4,546)      (4,853)     (12,723)     (17,943)
     Minority interest        (3,302)           -       (8,265)           -
     Other income
      (expense)                  387        1,187        1,243        5,609
   Net loss before
    income taxes            (145,273)     (83,025)    (444,633)    (463,399)
     (Provision for)
      benefit from
      deferred income
      taxes                     (105)        (794)       1,070        1,251
   Net loss                 (145,378)     (83,819)    (443,563)    (462,148)
     8.25% Series B and C
      preferred stock
      dividend
      requirement                  -       (1,634)           -       (5,597)
     8.25% Series B
      preferred stock
      retirement loss              -            -            -         (755)
   Net loss attributable
    to common
    stockholders           $(145,378)    $(85,453)   $(443,563)   $(468,500)
   Net loss per common
    share - basic and
    diluted                   $(0.47)      $(0.32)      $(1.45)      $(1.78)
   Weighted average
    shares used in
    computing net loss
    per common share -
    basic and diluted    306,931,732  268,363,377  306,418,280  262,740,383

   Reconciliation of Net
    loss to Adjusted
    operating loss:
     Net loss as reported  $(145,378)    $(83,819)   $(443,563)   $(462,148)
   Add back Net loss
    items excluded from
    Adjusted operating
    loss:
     Interest income          (3,495)      (5,216)     (11,277)     (18,165)
     Interest expense         27,757       23,794       87,789       86,346
     Provision for
      (benefit from)
      deferred income
      taxes                      105          794       (1,070)      (1,251)
     Loss from de-
      leveraging
      transactions                 -           21        2,965      100,746
     Loss from impairment
      of investments             481            -       36,305       18,926
     Equity in net loss
      of affiliate             4,546        4,853       12,723       17,943
     Minority interest         3,302            -        8,265            -
     Other (income)
      expense                   (387)      (1,187)      (1,243)      (5,609)
        Operating loss      (113,069)     (60,760)    (309,106)    (263,212)
     Depreciation &
      amortization            46,402       43,109      139,789      124,837
     Stock-based
      compensation (1)        19,987       16,047       48,198       42,022
   Adjusted operating
    loss (2)                $(46,680)     $(1,604)   $(121,119)    $(96,353)


   Footnotes:                  Three Months ended        Nine Months ended
                                  September 30,             September 30,
   (1) These captions           2007         2006         2007         2006
        include non-cash
        stock-based
        compensation
        expense as follows:
       (in thousands)
     Customer care &

      billing operations        $726         $369       $1,663         $723
     Ad sales                    580          579        1,396        1,527
     Satellite &
      terrestrial                609          667        1,619        1,639
     Broadcast                   781          691        1,987        1,749
     Operations                  437          570        1,166        1,572
     Programming &
      content                  2,458        2,644        6,685        6,662
     Research &
      development              2,204        2,161        5,646        5,398
     General &
      administrative           9,412        6,337       21,289       17,414
     Retention & support       2,780        2,029        6,747        5,338
         Total stock-based
          compensation       $19,987      $16,047      $48,198      $42,022

   (2) Adjusted operating loss (formerly Adjusted EBITDA) is net loss before
       interest income, interest expense, income taxes, depreciation and
       amortization, loss from de-leveraging transactions, loss from
       impairment of investments, equity in net loss of affiliate, minority
       interest, other income (expense) and stock-based compensation. This
       non-GAAP measure should be used in addition to, but not as a
       substitute for, the analysis provided in the statement of operations.
       We believe Adjusted operating loss is a useful measure of our
       operating performance and improves comparability between periods.
       Adjusted operating loss is a significant basis used by management to
       measure our success in acquiring, retaining and servicing subscribers
       because we believe this measure provides insight into our ability to
       grow revenues in a cost-effective manner. We believe Adjusted
       operating loss is a calculation used as a basis for investors,
       analysts and credit rating agencies to evaluate and compare the
       periodic and future operating performances and value of our company
       and similar companies in our industry.

       Because we have funded the build-out of our system through the
       raising and expenditure of large amounts of capital, our results of
       operations reflect significant charges for depreciation, amortization
       and interest expense. We believe Adjusted operating loss provides
       helpful information about the operating performance of our business
       apart from the expenses associated with our physical plant or capital
       structure. We believe it is appropriate to exclude depreciation,
       amortization and interest expense due to the variability of the
       timing of capital expenditures, estimated useful lives and
       fluctuation in interest rates. We exclude income taxes due to our tax
       losses and timing differences, so that certain periods will reflect a
       tax benefit, while others an expense, neither of which is reflective
       of our operating results. Because of the variety of equity awards
       used by companies, the varying methodologies for determining stock-
       based compensation expense and the subjective assumptions involved in
       those determinations, we believe excluding stock-based compensation
       expense enhances the ability of management and investors to compare
       our core operating results with those of similar companies in our
       industry.

       Equity in net loss of affiliate represents our share of losses in a
       non-US affiliate in a similar business and over which we exercise
       significant influence, but do not control. Management believes it is
       appropriate to exclude this loss when evaluating the performance of
       our own operations. Additionally, we exclude loss from de-leveraging
       transactions, loss from impairment of investments, minority interest
       and other income (expense) because these items represent activity
       outside of our core business operations and can distort period to
       period comparisons of operating performance.

       There are limitations associated with the use of Adjusted operating
       loss in evaluating our company compared with net loss, which reflects
       overall financial performance. Adjusted operating loss does not
       reflect the impact on our financial results of (1) interest income,
       (2) interest expense, (3) income taxes, (4) depreciation and
       amortization, (5) loss from de-leveraging transactions, (6) loss from
       impairment of investments, (7) equity in net loss of affiliate, (8)
       minority interest, (9) other income (expense) and (10) stock-based
       compensation, which are included in the computation of net loss.
       Users that wish to compare and evaluate our company based on our net
       loss should refer to our unaudited Condensed Consolidated Statements
       of Operations. Adjusted operating loss does not purport to represent
       operating loss or cash flow from operating activities, as those terms
       are defined under United States generally accepted accounting
       principles, and should not be considered as an alternative to those
       measurements as an indicator of our performance. In addition, our
       measure of Adjusted operating loss may not be comparable to similarly
       titled measures of other companies.



                      XM SATELLITE RADIO HOLDINGS INC.
                  SELECTED FINANCIAL AND OPERATING METRICS

                                                         As of
                                            September 30,      December 31,
  (in thousands)                                2007              2006
  SELECTED BALANCE SHEET DATA                 (unaudited)

    Cash and cash equivalents (1)               $231,187          $218,216
    Restricted investments                           196             2,098
    System under construction                    145,849           126,049
    Property and equipment, net                  739,321           849,662
    DARS license                                 141,412           141,387
    Investments                                   42,682            80,592
    Total assets (2)                           1,708,957         1,840,618
    Total subscriber deferred revenue            474,929           427,193
    Total deferred income                        135,920           140,695
    Long-term debt, net of current
     portion                                   1,474,200         1,286,179
    Total liabilities (2)                      2,432,592         2,238,498
    Stockholders' deficit (2) (3)               (789,599)         (397,880)

                                            Three Months ended September 30,
  SELECTED OPERATING METRICS                     2007              2006

    Subscriber Data (in thousands,
     except percentages):
      OEM and Rental Car Company Gross
       Subscriber Additions                          700               553
      Aftermarket and Data Gross
       Subscriber Additions                          251               316
        Total Gross Subscriber Additions (4)         952               868

      OEM and Rental Car Company Net
       Subscriber Additions                          332               217
      Aftermarket and Data Net
       Subscriber Additions                          (17)               69
        Total Net Subscriber Additions (5)           315               286

      Conversion Rate (6)                          52.5%             52.2%
      Churn Rate (7)                               1.69%             1.82%

      Aftermarket Subscribers                      4,454             4,111
      OEM Subscribers                              3,291             2,410
      Subscribers in OEM Promotional
       Periods                                       726               614
      XM Activated Vehicles with Rental
       Car Companies                                  51                21
      Data Services Subscribers                       44                31
        Total Ending Subscribers (8)               8,567             7,186

      Percentage of Ending Subscribers
       on Annual and Multi-Year Plans (9)          44.1%             43.0%
      Percentage of Ending Subscribers
       on Family Plans (9)                         23.4%             21.2%

    Revenue Data (monthly average):
      Subscription Revenue per
       Aftermarket, OEM & Other
       Subscriber                                 $10.41            $10.45
      Subscription Revenue per
       Subscriber in OEM Promotional
       Periods                                     $6.12             $6.15
      Subscription Revenue per XM
       Activated Vehicle with Rental Car
       Companies                                   $7.16             $4.67
      Subscription Revenue per
       Subscriber of Data Services                $35.08            $31.89

      Average Monthly Subscription
       Revenue per Subscriber ("ARPU") (10)       $10.17            $10.15
      Net Ad Sales Revenue per
       Subscriber (11)                             $0.42             $0.41
      Activation, Equipment and Other
       Revenue per Subscriber                      $0.80             $0.80
        Total Revenue per Subscriber              $11.39            $11.36

    Expense Data:
      Subscriber Acquisition Costs
       ("SAC") (12)                                  $70               $59
      Cost Per Gross Addition ("CPGA") (13)         $116               $94

                                         (Certain totals may not add due to
                                               the effects of rounding)
    Footnotes:
    (1) In addition to the Cash and cash equivalents available to the
        Company, the Company has a $250 million credit facility with a group
        of banks and a $150 million credit facility with GM.

    (2) Total assets does not equal Total liabilities plus Stockholders'
        deficit because of minority interest, which is not included in this
        table.

    (3) We have not declared or paid any dividends on our Class A common
        stock since our date of inception.

    (4) Gross Subscriber Additions are paying subscribers newly activated in
        the reporting period. OEM subscribers include both newly activated
        promotional and non-promotional subscribers.

    (5) Net Subscriber Additions represent the total net incremental paying
        subscribers added during the period (Gross Subscriber Additions less
        Disconnects).

    (6) We measure the success of the OEM promotional programs included in
        our OEM promotional subscriber count based on the percentage of new
        promotional subscribers that elect to receive the XM service and
        convert to self-paying subscribers after the initial promotion
        period. We refer to this as the "conversion rate."

    (7) Churn Rate represents the percentage of self-paying Aftermarket, OEM
        & Other Subscribers who discontinued service during the period
        divided by the monthly weighted average ending subscribers. Churn
        Rate does not include OEM promotional period deactivations or
        deactivations resulting from the change-out of XM-enabled rental car
        activity.

    (8) Subscribers are those who are receiving and have agreed to pay for
        our service, including those who are currently in promotional
        periods paid in part by vehicle manufacturers, as well as XM
        activated radios in vehicles for which we have a contractual right
        to receive payment for the use of our service. We count radios
        individually as subscribers. Aftermarket subscribers consist
        primarily of subscribers who purchased their radio at retail
        outlets, distributors, or through XM's direct sales efforts. OEM
        subscribers are self-paying subscribers whose XM radio was installed
        by an OEM and are not currently in OEM promotional programs. OEM
        promotional subscribers are subscribers who receive a fixed period
        of XM service where XM receives revenue from the OEM for the trial
        period following the initial purchase or lease of the vehicle. In
        situations where XM receives no revenue from the OEM during the
        trial period, the subscriber is not included in XM's subscriber
        count. At the time of sale, some vehicle owners receive a three
        month prepaid trial subscription. Promotional periods generally
        include the period of trial service plus 30 days to handle the
        receipt and processing of payments. The automated activation program
        provides activated XM radios on dealer lots for test drives but XM
        does not include these vehicles in its subscriber count. XM's OEM
        partners generally indicate the inclusion of three months of XM
        service on the window sticker of XM-enabled vehicles. XM,
        historically and including the 2006 model year, receives a
        negotiated rate for providing audio service to rental car companies.
        Beginning with the 2007 model year, XM has entered into marketing
        arrangements which govern the rate which XM receives for providing
        audio service on certain rental fleet vehicles. Data services
        subscribers are those subscribers that are receiving services that
        include stand-alone XM WX Satellite Weather service, stand-alone XM
        Radio Online service and stand-alone NavTraffic service. Stand-alone
        XM WX Satellite Weather service packages range in price from $29.99
        to $99.99 per month. Stand-alone XM Radio Online service is $7.99
        per month. Stand-alone NavTraffic service is $9.95 per month.

    (9) XM generally charges a range of $9.99-$11.87 per month for its audio
        service for annual and multi-year plans and $6.99 per month for a
        family plan.

   (10) Subscription Revenue includes monthly subscription revenues for our
        satellite audio service and data services, net of any promotions or
        discounts.

   (11) Net Ad Sales Revenue includes sales of advertisements and program
        sponsorships on the XM system, including barter recorded at fair
        value, net of agency commissions.

   (12) SAC - As noted in our Form 10-K for the year ended December 31,
        2006, we have revised our calculation of SAC to allow for the
        direct calculation of this metric using certain line items from our
        Results of Operations and Key Metrics tables. Subscriber
        acquisition costs include Subsidies & distribution and the negative
        gross profit on merchandise revenue. Subscriber acquisition costs
        are divided by gross additions to calculate what we refer to as
        "SAC." The previously reported amount under the prior definition
        for the three months ended September 30, 2006 was $60.

   (13) CPGA - As noted in our Form 10-K for the year ended December 31,
        2006, we have revised our calculation of CPGA to allow for the
        direct calculation of this metric using certain line items from our
        Results of Operations and Key Metrics tables. CPGA costs include
        the amounts in SAC, as well as Advertising & marketing. These costs
        are divided by the gross additions for the period to calculate
        CPGA. CPGA costs do not include marketing staff (included in
        Retention & support) or the amortization of the GM guaranteed
        payments (included in Amortization of GM liability). The previously
        reported amount under the prior definition for the three months
        ended September 30, 2006 was $93.


Photo: NewsCom: http://www.newscom.com/cgi-bin/prnh/20070313/XMLOGO
AP Archive: http://photoarchive.ap.org/
PRN Photo Desk, photodesk@prnewswire.com

SOURCE: XM Satellite Radio

CONTACT: Nathaniel Brown, +1-212-708-6170, nathaniel.brown@xmradio.com,
or Chance Patterson, +1-202-380-4318, chance.patterson@xmradio.com, both of XM
Satellite Radio

Web site: http://www.xmradio.com/