XM Satellite Radio Holdings Inc. Announces Second Quarter 2007 Results

Second Quarter Ending Subscribers Exceed 8.25 Million; Revenue Increases 22 Percent and Net Loss Narrows 23 Percent; Largest Quarter Ever for Gross Automotive Subscriber Additions

WASHINGTON, July 26 /PRNewswire-FirstCall/ -- XM Satellite Radio Holdings Inc. (NASDAQ: XMSR) today announced earnings for the three-month period ended June 30, 2007. Revenue for the 2007 second quarter increased 22 percent year over year to $277 million compared to $228 million in the 2006 second quarter. XM's 2007 second quarter net loss narrowed to $176 million, representing a 23 percent improvement compared to the 2006 second quarter net loss of $229 million.

(Logo: http://www.newscom.com/cgi-bin/prnh/20070313/XMLOGO)

XM ended the 2007 second quarter with more than 8.25 million subscribers compared to 6.90 million subscribers in the prior year period.

"During the second quarter, XM's revenue grew and losses narrowed. XM added more automotive gross subscriber additions than during any quarter in the company's history," said Hugh Panero, chief executive officer, XM Satellite Radio. "XM's partners include the nation's largest and fastest- growing automakers and XM is well positioned for this segment to provide sustained subscriber growth as production of XM-equipped vehicles ramps up for the 2008 model year and beyond."

"The regulatory review process for our merger with Sirius Satellite Radio continues to move ahead. We look forward to continuing to work with the Federal Communications Commission and with the Department of Justice to further demonstrate that this merger is in the public interest and should be approved. We anticipate the merger will close in late 2007."

Panero continued, "XM announced earlier this week that I will step down as chief executive officer in August after nearly a decade with the company. XM will be in great hands with Nate Davis as President and Interim CEO. Nate has been an outstanding addition to the senior management team and I am confident he will carry XM to the next level of success."

For the second quarter of 2007, adjusted operating loss (formerly adjusted EBITDA) was $47 million compared to a loss of $46 million in the same period of 2006. The 2007 second quarter adjusted operating loss includes $4 million in expenses related to the company's pending merger with Sirius Satellite Radio.

Net loss per share was 57 cents, including 12 cents per share related to a non-cash impairment charge to our investment in Canadian Satellite Radio.

The primary differences between net loss and adjusted operating loss are non-operating amounts and certain operating non-cash charges. For a full reconciliation of XM's net loss to adjusted operating loss, see the attached financial schedules.

In the 2007 second quarter, XM recorded gross subscriber additions of 942 thousand and net subscriber additions of 338 thousand compared to 926 thousand gross additions and 398 thousand net subscriber additions in the 2006 second quarter.

In the 2007 second quarter, XM's subscriber acquisition costs (SAC), a component of cost per gross addition (CPGA), was $75 compared to $67 in the second quarter of 2006. Second quarter 2007 SAC included $10 for inventory- related charges as well as a $10 increase as a result of continued OEM growth from increased production by our newer automotive partners. CPGA in the 2007 second quarter was $121 compared to $112 in the second quarter of 2006.

As of June 30, 2007, the company had $275 million in cash compared to $218 million at the end of December 31, 2006. As of June 30, 2007, the company had full availability of its $400 million credit facilities resulting in total available liquidity of $675 million.

Automotive and Retail

During the second quarter of 2007, the company achieved the following in its automotive and retail channels:

   - With automotive partnerships representing 60 percent of the U.S.
     automotive market, XM had its largest quarter ever in automotive gross
     additions with 618 thousand;
   - During the second quarter, the total number of vehicles produced with
     factory-installed XM surpassed 8 million, including 5.5 million General
     Motors vehicles;
   - XM and GM launched a satellite radio trial program for GM Certified Used
     Vehicles, Cadillac Pre-Owned Vehicles and HUMMER Certified Pre-Owned
     Vehicles, complementing programs that XM
     previously launched with Honda and Acura;
   - Hyundai added XM as standard equipment on its all-new Veracruz
     crossover and its upcoming premium sports sedan, joining the 2007
     Azera, Elantra, Santa Fe and Sonata.  During the second quarter, sales
     of the Hyundai Sonata ranked in the top five of XM factory-installed
     vehicle sales;
   - XM will be standard equipment on the upcoming Lexus LX 570 luxury
     utility vehicle and Lexus LS 600 h L  hybrid sedan, joining the Lexus
     LS 460 L sedan;
   - XM and Infiniti announced they will offer 2008 Infiniti QX56 buyers
     three years of XM Radio and XM NavTraffic, which are featured
     prominently in Infiniti's national advertising campaign. XM will be
     standard on all 2008 Infiniti models as XM becomes the exclusive
     satellite radio provider to Nissan and Infiniti with the 2008 models;
   - XM introduced new radios at retail, including the XpressR, the first
     satellite radio to offer a split screen to see what's playing on six
     channels at once; the entry-level Xpress EZ; and the in-dash XM
     CommanderMT receiver for vehicles; and
   - The XM Radio Mobile service expanded to more than 30 handset models
     from AT&T and Alltel, including the BlackBerry Curve, the Samsung
     SGH-a717, and The Wafer by Samsung.

  Programming

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

   - XM launched its third season of Major League Baseball, broadcasting
     every game for every team to customers nationwide;
   - XM announced complete coverage of the Live Earth concerts, totaling
     nearly 100 hours of programming across multiple channels;
   - XM unveiled the nation's first radio channel dedicated to a
     presidential election: "P.O.T.U.S. '08."  The channel will formally
     launch in September with 24-hour coverage of the 2008 presidential
     campaign.  As a public service XM will provide the channel for free on
     all XM radios;
   - XM expanded its college sports line-up with the addition of the Big 12,
     making XM the official satellite radio network for all six power
     conferences: ACC, Big East, Big Ten, Big 12, Pac-10, and SEC.  XM also
     signed an agreement with FOX Sports to become the official satellite
     radio network of the Bowl Championship Series (BCS) National
     Championship Game and other BCS Bowl games; and
   - XM and the National Hockey League announced that XM would become the
     official satellite radio network of the NHL in the U.S. and Canada
     starting July 1.

  Pending Merger with Sirius Satellite Radio

The regulatory review process for XM's merger with Sirius continues to move forward with the recent completion of the Federal Communications Commission's (FCC) 45-day initial public comment and reply period. More than 4,000 comments were 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 during this period demonstrated persuasively that the merger is in the public interest and should be approved.

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.

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.

The transaction is subject to approval by both companies' shareholders, the satisfaction of customary closing conditions and regulatory review and approvals, including antitrust agencies and the FCC. The companies anticipate the merger will close in late 2007.

  Additional details about the merger are available at http://www.xmmerger.com/.

  Webcast and Conference Call Information

Gary Parsons, chairman, Hugh Panero, chief executive officer, and Nate Davis, president and chief operating officer, will host an earnings conference call to discuss XM Satellite Radio's 2007 second quarter results today, Thursday, July 26, at 10:00 AM Eastern Time. Prior to the call, you can access XM Radio's second 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#: 6562974

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, July 26, 2007 until October 26, 2007 via the following numbers:

   Playback Numbers: (800) 642-1687
   Local playback number: (706) 645-9291
   Conference ID#: 6562974
About XM

XM is America's number one satellite radio company with more than 8 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, 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 will be Filed with the SEC

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 plan to file with the SEC other documents regarding the proposed transaction. The definitive Joint Proxy Statement/Prospectus will be mailed to stockholders of XM and SIRIUS. 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         Six Months ended
                                    June 30,                  June 30,
   (in thousands, except       2007         2006         2007         2006
    share and per share
    data)

  Revenue:
     Subscription            $245,778     $202,165     $482,264    $390,267
     Activation                 4,766        3,942        9,419       7,521
     Merchandise                5,658        4,928       10,955       8,479
     Net ad sales              10,153        8,982       17,631      15,500
     Other                     10,921        7,869       21,118      14,085
  Total revenue               277,276      227,886      541,387     435,852
  Operating expenses:
     Cost of revenue
      (excludes
      depreciation &
      amortization, shown
      below):
       Revenue share &

        royalties              49,723       37,923       97,149      72,200
       Customer care &
        billing operations(1)  30,749       26,395       58,677      48,850
       Cost of merchandise     12,694       10,254       30,970      18,247
       Ad sales(1)              5,480        4,460        8,866       7,815
       Satellite &
        terrestrial(1)         13,472       11,571       27,354      24,620
       Broadcast &
        operations:
          Broadcast(1)          6,885        5,169       13,429      11,022
          Operations(1)         9,683        8,805       19,399      17,692
       Total broadcast &
        operations             16,568       13,974       32,828      28,714
       Programming &
        content(1)             41,827       42,253       85,779      79,896
     Total cost of
      revenue                 170,513      146,830      341,623      280,342
     Research &

      development
      (excludes
      depreciation &
      amortization, shown
      below)(1)                 8,159        8,518       15,469      19,499
     General &
      administrative
      (excludes
      depreciation &
      amortization, shown
      below)(1)                35,869       18,672       70,053      36,301
     Marketing (excludes
      depreciation &
      amortization, shown
      below):
          Retention &
           support(1)          10,618        7,443       20,374      15,490
          Subsidies &

           distribution        63,855       56,696      107,457     112,169
          Advertising &
           marketing           43,244       42,096       76,053      76,022
       Marketing              117,717      106,235      203,884     203,681
       Amortization of GM
        liability               6,504        7,440       13,008      16,753
     Total marketing          124,221      113,675      216,892     220,434
     Depreciation &
      amortization             46,506       41,847       93,387      81,729
  Total operating
   expenses(1)                385,268      329,542      737,424     638,305
  Operating loss             (107,992)    (101,656)    (196,037)   (202,453)
  Other income
   (expense):
     Interest income            4,238        6,376        7,781      12,949
     Interest expense         (32,423)     (29,317)     (60,032)    (62,553)
     Loss from de-
      leveraging
      transactions                  -      (82,345)      (2,965)   (100,724)
     Loss from impairment
      of investments          (35,824)     (18,926)     (35,824)    (18,926)
     Equity in net loss
      of affiliate             (2,752)      (4,206)      (8,177)    (13,090)
     Minority interest         (3,266)           -       (4,962)          -
     Other income (expense)       413         (212)         856       4,422
  Net loss before
   income taxes              (177,606)    (230,286)    (299,360)   (380,375)
     Benefit from
      deferred income
      taxes                     1,859        1,177        1,175       2,045
  Net loss                   (175,747)    (229,109)    (298,185)   (378,330)
     8.25% Series B and C
      preferred stock
      dividend
      requirement                   -       (1,814)           -      (3,963)
     8.25% Series B
      preferred stock
      retirement loss               -         (755)           -        (755)
  Net loss attributable
   to common stockholders   $(175,747)   $(231,678)   $(298,185)  $(383,048)
  Net loss per common
   share - basic and
   diluted                     $(0.57)      $(0.87)      $(0.97)     $(1.47)
  Weighted average
   shares used in
   computing net loss
   per common share -
   basic and diluted      306,425,375  266,098,554  306,154,565 259,866,408

  Reconciliation of Net
   loss to Adjusted
   operating loss:
     Net loss as reported   $(175,747)   $(229,109)   $(298,185)  $(378,330)
  Add back Net loss
   items excluded from
   Adjusted operating
   loss:
     Interest income           (4,238)      (6,376)      (7,781)    (12,949)
     Interest expense          32,423       29,317       60,032      62,553
     Benefit from
      deferred income
      taxes                    (1,859)      (1,177)      (1,175)     (2,045)
     Loss from
      de-leveraging
      transactions                  -       82,345        2,965     100,724
     Loss from impairment
      of investments           35,824       18,926       35,824      18,926
     Equity in net loss
      of affiliate              2,752        4,206        8,177      13,090
     Minority interest          3,266            -        4,962           -
     Other (income)
      expense                    (413)         212         (856)     (4,422)
       Operating loss        (107,992)    (101,656)    (196,037)   (202,453)
     Depreciation &
      amortization             46,506       41,847       93,387      81,729
     Stock-based
      compensation(1)          14,080       13,914       28,211      25,975
  Adjusted operating
    loss(2)                  $(47,406)    $(45,895)    $(74,439)   $(94,749)




                                        Three Months ended  Six Months ended
  Footnotes:                                  June 30,          June 30,
   (1) These captions include non-cash
     stock-based compensation expense
     as follows:                            2007     2006     2007     2006
     (in thousands)
     Customer care & billing operations     $497     $268     $937     $354
     Ad sales                                460      520      816      948
     Satellite & terrestrial                 491      511    1,010      972
     Broadcast                               606      577    1,206    1,058
     Operations                              351      419      729    1,002
     Programming & content                 2,061    2,126    4,227    4,018
     Research & development                1,716    1,780    3,442    3,237
     General & administrative              5,829    6,017   11,878   11,078
     Retention & support                   2,069    1,696    3,966    3,308
       Total stock-based compensation    $14,080  $13,914  $28,211  $25,975

    (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
  (in thousands)                         June 30, 2007   December 31, 2006
  SELECTED BALANCE SHEET DATA             (unaudited)

    Cash and cash equivalents(1)                $275,392          $218,216
    Restricted investments                           196             2,098
    System under construction                    142,935           126,049
    Property and equipment, net                  774,185           849,662
    DARS license                                 141,387           141,387
    Investments                                   44,650            80,592
    Total assets(2)                            1,812,958         1,840,618
    Total subscriber deferred revenue            479,147           427,193
    Total deferred income                        137,591           140,695
    Long-term debt, net of current portion     1,476,720         1,286,179
    Total liabilities(2)                       2,410,157         2,238,498
    Stockholders' deficit(2) (3)                (659,861)         (397,880)



                                                 Three Months ended June 30,
  SELECTED OPERATING METRICS                         2007               2006

    Subscriber Data (in thousands,
     except percentages):
      OEM and Rental Car Company Gross
       Subscriber Additions                           618                518
      Aftermarket and Data Gross
       Subscriber Additions                           323                409
        Total Gross Subscriber Additions(4)           942                926

      OEM and Rental Car Company Net
       Subscriber Additions                           295                230
      Aftermarket and Data Net
       Subscriber Additions                            43                168
        Total Net Subscriber Additions(5)             338                398

      Conversion Rate (6)                           52.7%              54.5%
      Churn Rate (7)                                1.84%              1.83%

      Aftermarket Subscribers                       4,476              4,046
      OEM Subscribers                               3,047              2,212
      Subscribers in OEM Promotional
       Periods                                        649                573
      XM Activated Vehicles with Rental
       Car Companies                                   40                 42
      Data Services Subscribers                        40                 27
        Total Ending Subscribers(8)                 8,252              6,900

      Percentage of Ending Subscribers
       on Annual and Multi-Year Plans(9)            43.6%              42.3%
      Percentage of Ending Subscribers
       on Family Plans(9)                           23.5%              20.7%

    Revenue Data (monthly average):
      Subscription Revenue per
       Aftermarket, OEM & Other
       Subscriber                                  $10.37             $10.38
      Subscription Revenue per
       Subscriber in OEM Promotional
       Periods                                      $6.18              $6.29
      Subscription Revenue per XM
       Activated Vehicle with Rental
       Car Companies                                $7.07              $5.55
      Subscription Revenue per
       Subscriber of Data Services                 $33.96             $29.93

      Average Monthly Subscription
       Revenue per Subscriber ("ARPU")(10)         $10.15             $10.08
      Net Ad Sales Revenue per
       Subscriber(11)                               $0.42              $0.45
      Activation, Equipment and Other
       Revenue per Subscriber                       $0.88              $0.83
        Total Revenue per Subscriber               $11.45             $11.36

    Expense Data:
      Subscriber Acquisition Costs
       ("SAC") (12)                                   $75                $67
      Cost Per Gross Addition ("CPGA")(13)           $121               $112

                 (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 our OEM promotional programs 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. Radios that are
         revenue generating are counted 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 their subscriber count. XM's OEM partners generally
         indicate the inclusion of three months free 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 receives 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 June 30, 2006 was $64.

    (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 June 30, 2006 was $112.
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/
http://www.xmmerger.com/