XM Adds Nearly 1.7 Million Net Subscribers in 2006

2006 Revenue Increases 67% to $933 Million

XM Achieves Positive Cash Flow from Operations in the Fourth Quarter of 2006

XM and Sirius to Combine in $13 Billion Merger of Equals

WASHINGTON, Feb. 26 XM Satellite Radio Holdings Inc. (NASDAQ: XMSR) today reported financial and operating results for the fourth quarter and full year ended December 31, 2006. XM announced that 2006 revenue increased year over year by 67 percent to $933 million. XM added 1.696 million new net subscribers in 2006 for a total of 7.629 million subscribers, and XM achieved positive cash flow from operations in the fourth quarter.

“2006 was a pivotal year for XM,” said Hugh Panero, XM CEO. “The automobile market is emerging as a key catalyst for satellite radio’s future growth, and XM is well-positioned through its relationships with the nation’s largest and fastest-growing automakers. Our financial metrics are heading in the right direction as marketing costs have declined and our revenues have increased.”

Fourth Quarter and Full-Year Financial Results

For the fourth quarter of 2006, XM reported quarterly total revenue of $257.1 million, an increase of 45 percent over the $177.1 million total revenue reported in fourth quarter of 2005. XM’s full year 2006 total revenue was $933.4 million, an increase of 67 percent over the $558.3 million total revenue recorded in 2005. Subscription revenue grew 64 percent to $825.6 million from $502.6 million in 2005. Advertising revenue grew 76 percent to $35.3 million from $20.1 million. These quarterly and annual increases in revenue were driven by our subscriber growth and increases in average revenue per subscriber in connection with our price increase implemented in the second quarter of 2005.

For the fourth quarter, subscriber acquisition cost (SAC), a component of cost per gross addition (CPGA) was $70 compared to $89 in the same period last year. CPGA in the fourth quarter was $128 compared to $141 in the same period last year. For full year 2006, SAC was $64, consistent with $64 in 2005, and CPGA was $108, compared to $109 in 2005.

XM reported an adjusted EBITDA loss of ($69.8) million for the fourth quarter of 2006, a substantial improvement from the adjusted EBITDA loss of ($172.9) million reported in the fourth quarter of 2005. For the full year 2006, XM reported an adjusted EBITDA loss of ($166.2) million down from the full year 2005 adjusted EBITDA loss of ($403.7) million. The decline in adjusted EBITDA loss primarily resulted from our increase in subscribers, growth in subscription margin and lower marketing costs.

Net loss for the fourth quarter of 2006 was ($256.7) million, which included the following non-cash items totaling ($79.0) million of the net loss: a charge of $(57.6) million to reflect an impairment in our 23% ownership in Canadian Satellite Radio and charges of ($21.4) million from our balance sheet restructuring. XM’s net loss for the fourth quarter of 2005 was ($268.3) million which included charges of ($25.3) million from our balance sheet restructuring.

Full year net loss was ($718.9) million, which included the following non- cash items totaling ($198.8) million of the net loss: impairment charges of ($76.6) million in our investments in WorldSpace and Canadian Satellite Radio and charges of ($122.2) million from our balance sheet restructuring. XM’s net loss for the full year 2005 was ($666.7) million which included charges of ($27.6) million from our balance sheet restructuring.

Successful Balance Sheet Restructuring Concludes

In 2006, the company successfully completed a major recapitalization by leveraging its improving credit profile to transition to a largely unsecured capital structure, reducing interest expense by refinancing the debt issued earlier in the company’s development, extending debt maturities and enhancing its liquidity position. In conjunction with the refinancing, the company established a secured $250 million revolving credit facility maturing in 2009 with a syndicate of blue chip banks and increased the size of the credit facility with GM by $50 million to $150 million.

Also in 2006, to further simplify the balance sheet, XM redeemed all outstanding shares of Series B Convertible Preferred Stock, converted all of its Series C Convertible Preferred Stock into 14.5 million Class A common shares, and incentivized the conversion of $146.6 million aggregate fully accreted face amount of 10% Senior Secured Discount Convertible notes by issuing 48.8 million shares of common stock.

In February 2007, the company entered into a sale-leaseback of the transponders on the XM-4 satellite whereby the company received $288.5 million of net proceeds of which $44 million was used to retire outstanding mortgages.

XM Extends Long-Term Agreements with Honda, Toyota; General Motors Expands XM Vehicle Production for 2007

2006 marked the first year that XM added more net new customers through auto dealerships than at retail. XM’s recent ten-year contract extensions with Toyota and Honda add to the momentum that XM has in the new car market.

General Motors, the leading automotive provider of XM radios, announced its plan to build more than 1.8 million vehicles with factory-installed XM in 2007. American Honda plans to equip more than 650,000 vehicles with factory XM radios for 2007 and Toyota is expected to produce more than one million vehicles with factory XM radios annually by 2010.

XM Completes New State-of-the-Art Satellite System with “Rhythm” and “Blues”

In December 2006, XM began broadcasting through its XM-4 satellite (known as “Blues”) manufactured by Boeing Satellite Systems International, Inc. The combination of “Rhythm,” the XM-3 satellite launched in February 2005, and “Blues” provides a solid foundation to deliver a full complement of digital broadcasts for at least the next 15 years. “Rhythm” and “Blues” replace XM’s original satellites “Rock” and “Roll,” which were launched in 2001 and will serve as in-orbit spares for the near-term.

XM and Sirius to Combine in $13 Billion Merger of Equals

XM Satellite Radio and Sirius Satellite Radio last week announced that they have entered into a definitive agreement, under which the companies will be combined in a tax-free, all-stock merger of equals with a combined enterprise value of approximately $13 billion, which includes net debt of approximately $1.6 billion. 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 they own. XM and Sirius shareholders will each own approximately 50 percent of the combined company. The combination creates a nationwide audio entertainment provider with combined 2006 revenues of approximately $1.5 billion based on analysts’ consensus estimates. 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. Pending regulatory approval, the companies expect the transaction to be completed by the end of 2007.

About XM

XM (NASDAQ: XMSR) is America’s number one satellite radio company with more than 7.6 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/.

This press release 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 the benefits of the business combination transaction involving Sirius Satellite Radio Inc. and XM Satellite Radio Holdings Inc., including potential synergies and cost savings and the timing thereof, 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 “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “will,” “should,” “may,” or words of similar meaning. Such forward-looking statements are based upon the current beliefs and expectations of Sirius’s and 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: general business and economic conditions; the performance of financial markets and interest rates; the ability to obtain governmental approvals of the transaction on a timely basis; the failure of Sirius and XM shareholders to approve the transaction; the failure to realize synergies and cost-savings from the transaction or delay in realization thereof; the businesses of Sirius and XM may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; and operating costs and business disruption following the merger, including adverse effects on employee retention and on our business relationships with third parties, including manufacturers of radios, retailers, automakers and programming providers. Additional factors that could cause Sirius’s and XM’s results to differ materially from those described in the forward-looking statements can be found in Sirius’s and XM’s Annual Reports on Form 10-K for the year ended December 31, 2005, and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006, June 30, 2006 and September 30, 2006 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 press release.

Important Additional Information Will be Filed with the SEC

This communication is being made in respect of the proposed business combination involving Sirius and XM. In connection with the proposed transaction, Sirius plans to file with the SEC a Registration Statement on Form S-4 containing a Joint Proxy Statement/Prospectus and each of Sirius and XM plan to file with the SEC other documents regarding the proposed transaction. The definitive Joint Proxy Statement/Prospectus will be mailed to stockholders of Sirius and XM. INVESTORS AND SECURITY HOLDERS OF SIRIUS AND XM ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Investors and security holders will be able to obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus (when available) and other documents filed with the SEC by Sirius and XM 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 (when available) and other documents filed with the SEC can also be obtained by directing a request to Sirius Satellite Radio Inc., 1221 Avenue of the Americas, New York, NY 10020, Attention: Investor Relations or by directing a request to XM Satellite Radio Holdings Inc., 1500 Eckington Place, NE Washington, DC 20002, Attention: Investor Relations.

Sirius, XM 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 Sirius’s directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2005, which was filed with the SEC on March 13, 2006, and its proxy statement for its 2006 annual meeting of stockholders, which was filed with the SEC on April 21, 2006, and 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, 2005, which was filed with the SEC on March 3, 2006 and its proxy statement for its 2006 annual meeting of shareholders, which was filed with the SEC on April 25, 2006. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Joint Proxy Statement/Prospectus and other relevant materials to be filed with the SEC when they become available.

                     XM SATELLITE RADIO HOLDINGS INC.
              UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS

                                Three months ended     Twelve months ended
                                  December 31,             December 31,
   (in thousands, except
    share and per share
    data)                     2006          2005        2006          2005
                           (Unaudited)               (Unaudited)
   Revenue:
     Subscription           $220,542     $156,251     $825,626     $502,612
     Activation                4,459        3,079       16,192       10,066
     Merchandise              10,076        8,627       21,720       18,182
     Net ad sales             11,045        7,283       35,330       20,103
     Other                    11,000        1,895       34,549        7,303
   Total revenue             257,122      177,135      933,417      558,266
   Operating expenses:
     Cost of revenue
      (excludes
      depreciation &
      amortization, shown
      below):
     Revenue share &
      royalties               43,405       27,889      149,010       93,874
     Customer care &
      billing operations(1)   28,850       24,560      104,871       76,222
     Cost of merchandise      20,525       22,267       48,949       40,707
     Ad sales (1)              4,768        3,644       15,961       10,058
     Satellite &
      terrestrial (1)         12,729       11,353       49,019       42,355
     Broadcast &
      operations:
       Broadcast (1)           5,869        4,707       23,049       16,609
       Operations (1)          9,164        6,851       34,683       24,460
     Total broadcast &
      operations              15,033       11,558       57,732       41,069
     Programming &
      content (1)             46,427       30,551      165,196      101,008
    Total cost of revenue    171,737      131,822      590,738      405,293
    Research & development
     (excludes depreciation
      and amortization,
      shown below)(1)          9,080       10,248       37,428       31,218
    General &
     administrative
     (excludes
     depreciation and
     amortization, shown
     below) (1)               30,327       13,213       88,626       43,864
    Marketing (excludes
     depreciation and
     amortization, shown
     below):
       Retention & support (1) 9,064        6,584       31,842       22,275
       Subsidies &
        distribution          73,464      113,852      241,601      264,719
       Advertising &
        marketing             52,789       66,703      147,640      163,312
     Marketing               135,317      187,139      421,083      450,306
     Amortization of GM
      liability                6,504        9,313       29,760       37,250
    Total marketing          141,821      196,452      450,843      487,556
    Depreciation &
     amortization             44,043       39,028      168,880      145,870
   Total operating
    expenses (1)             397,008      390,763    1,336,515    1,113,801
   Operating loss           (139,886)    (213,628)    (403,098)    (555,535)
   Other income (expense):
     Interest income           3,499        7,218       21,664       23,586
     Interest expense        (34,958)     (36,557)    (121,304)    (107,791)
     Loss from
      de-leveraging
      transactions           (21,443)     (25,345)    (122,189)     (27,552)
     Loss from impairment
      of investments         (57,646)           -      (76,572)           -
     Equity in net loss
      of affiliate            (5,286)        (482)     (23,229)        (482)
     Other income (expense)      233        1,061        5,842        3,389
   Net loss before
    income taxes            (255,487)    (267,733)    (718,886)    (664,385)
     Benefit from
      (provision for)
      deferred income
      taxes                   (1,237)        (593)          14       (2,330)
   Net loss                 (256,724)    (268,326)    (718,872)    (666,715)

    8.25% Series B and C
     preferred stock
     dividend
     requirement                (530)      (2,149)      (6,127)      (8,597)
    8.25% Series B
     preferred stock
     retirement loss               -            -         (755)           -
    8.25% Series C
     preferred stock
     retirement loss          (5,938)           -       (5,938)           -
   Net loss attributable
    to common
    stockholders           $(263,192)   $(270,475)   $(731,692)   $(675,312)
   Net loss per common
    share - basic and
    diluted                   $(0.90)      $(1.22)       $2.70       $(3.07)
   Weighted average
    shares used in
    computing net loss
    per common share -
    basic and diluted    293,797,483  221,929,446  270,586,682  219,620,468

   Reconciliation of Net
    loss to Adjusted
    EBITDA:
     Net loss as
      reported             $(256,724)   $(268,326)   $(718,872)   $(666,715)
    Add back Net loss
     items not included
     in EBITDA:
     Interest income          (3,499)      (7,218)     (21,664)     (23,586)
     Interest expense         34,958       36,557      121,304      107,791
     Depreciation &
      amortization            44,043       39,028      168,880      145,870
     (Benefit from)
      provision for
      deferred income
      taxes                    1,237          593          (14)       2,330
    EBITDA (2)              (179,985)    (199,366)    (450,366)    (434,310)
    Add back EBITDA
     items not included
     in Adjusted EBITDA:
      Loss from
       de-leveraging
       transactions           21,443       25,345      122,189       27,552
      Loss from
       impairment of
       investments            57,646            -       76,572            -
      Equity in net loss
       of affiliate            5,286          482       23,229          482
      Other (income)
       expense                  (233)      (1,061)      (5,842)      (3,389)
      Stock-based
       compensation (1)       26,024        1,741       68,046        5,966
    Adjusted EBITDA (2)     $(69,819)   $(172,859)   $(166,172)   $(403,699)


                                          Three months     Twelve months
                                         ended Dec. 31,    ended Dec. 31,
   Footnotes:
  (1) These captions include non-cash
      stock-based compensation expense
      as follows:                           2006    2005     2006    2005
      (In thousands)
        Customer care & billing operations  $615     $15   $1,338     $45
        Ad sales                             870      76    2,397     234
        Satellite & terrestrial            1,010      98    2,649     287
        Broadcast                          1,131      78    2,880     240
        Operations                           853      31    2,425      96
        Programming & content              4,216     185   10,878     840
        Research & development             3,257     319    8,655   1,029
        General & administrative          10,710     446   28,124   1,741
        Retention & support                3,362     493    8,700   1,454
           Total stock-based
            compensation                 $26,024  $1,741  $68,046  $5,966

  (2) Net loss before interest income, interest expense, income taxes,
      depreciation and amortization is commonly referred to in our business
      as "EBITDA." Adjusted EBITDA is defined as EBITDA excluding loss from
      de-leveraging transactions, loss from impairment of investments,
      equity in net loss of affiliates, other income (expense) and stock-
      based compensation. We believe that Adjusted EBITDA provides a better
      measure of our core business operating results and improves
      comparability. 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 EBITDA is a useful measure of our
      operating performance. Adjusted EBITDA 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. Adjusted
      EBITDA 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 similar companies in our industry.

      Because we have funded and completed 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 EBITDA
      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, certain periods will reflect a tax
      benefit, while others an expense, in which neither are 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 similar companies in our industry.

      Equity in net loss of affiliates represents our share of losses in an
      affiliate in which we exercise significant influence, but do not
      control.  Management believes it is appropriate to exclude this loss
      when evaluating the performance of our core business operations.
      Additionally, we exclude loss from de-leveraging transactions, loss
      from impairment of investments and other income (expense) because
      these items represent activity outside of our core business
      operations.

      There are limitations associated with the use of Adjusted EBITDA in
      evaluating our company compared with net loss, which reflects overall
      financial performance.  These limitations include the inclusion 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 affiliates, (8) other income (expense) and (9) stock-based
      compensation in the computation of net loss.  Users that wish to
      compare and evaluate our company based on our net loss should refer to
      our Consolidated principles, and should not be considered as an
      alternative to those measurements as an indicator of our performance.
      In addition, our measure of Adjusted EBITDA may not be comparable to
      similarly titled measures of other companies.

      Effective for the three months ended March 31, 2007, we will
      consolidate our disclosures to present Adjusted operating loss and
      eliminate the use of EBITDA and Adjusted EBITDA.  The calculation will
      be shown as follows:


                                  Three months ended   Twelve months ended
                                     December 31,          December 31,
     Reconciliation of Operating
      loss to Adjusted operating
      loss:                           2006       2005       2006       2005
       Net loss as reported      $(256,724) $(268,326) $(718,872) $(666,715)
     Add back Net loss items
      excluded from adjusted
      operating loss:
       Interest income              (3,499)    (7,218)   (21,664)   (23,586)
       Interest expense             34,958     36,557    121,304    107,791
       (Benefit from) provision
        for deferred income taxes    1,237        593        (14)     2,330
       Loss from de-leveraging
        transactions                21,443     25,345    122,189     27,552
       Loss from impairment of
        investments                 57,646          -     76,572          -
       Equity in net loss of
        affiliate                    5,286        482     23,229        482
       Other (income) expense         (233)    (1,061)    (5,842)    (3,389)
          Operating Loss          (139,886)  (213,628)  (403,098)  (555,535)
       Depreciation & amortization  44,043     39,028    168,880    145,870
       Stock-based compensation(1)  26,024      1,741     68,046      5,966
     Adjusted operating loss      $(69,819) $(172,859) $(166,172) $(403,699)


                     XM SATELLITE RADIO HOLDINGS INC.
                 SELECTED FINANCIAL AND OPERATING METRICS

                                                      As of
  (In thousands)                       December 31, 2006  December 31, 2005
  SELECTED BALANCE SHEET DATA             (Unaudited)

    Cash and cash equivalents (1)           $218,216             $710,991
    Restricted investments                     2,098                5,438
    System under construction                126,049              216,527
    Property and equipment, net              849,662              673,672
    DARS license                             141,387              141,276
    Investments                               80,592              187,403
    Total assets                           1,840,618            2,223,661
    Total subscriber deferred revenue        427,193              360,638
    Total deferred income                    140,695              151,210
    Long-term debt, net of current
     portion                               1,286,179            1,035,584
    Total liabilities                      2,238,498            2,142,713
    Stockholders' equity (deficit) (2)      (397,880)              80,948


                                  Three months ended   Twelve months ended
                                     December 31,          December 31,
  SELECTED OPERATING METRICS
   (Unaudited)                        2006       2005       2006       2005

   Subscriber Data:
     OEM and Rental Car Company
      Gross Subscriber Additions   524,413    438,169  2,085,396  1,916,374
     Aftermarket and Data Gross
      Subscriber Additions         540,474    935,707  1,781,085  2,214,063
        Total Gross Subscriber
         Additions (3)           1,064,887  1,373,876  3,866,481  4,130,437

     OEM and Rental Car Company
      Net Subscriber Additions     171,838    115,895    883,934    980,827
     Aftermarket and Data Net
      Subscriber Additions         270,841    782,420    811,661  1,723,006
        Total Net Subscriber
         Additions (4)             442,679    898,315  1,695,595  2,703,833

    Conversion Rate (5)               52.4%      54.3%      53.3%      56.9%
    Churn Rate (6)                    1.79%      1.57%      1.77%      1.46%

    Aftermarket Subscribers      4,379,762  3,581,639  4,379,762  3,581,639
    OEM Subscribers              2,655,404  1,827,427  2,655,404  1,827,427
    Subscribers in OEM
     Promotional Periods           555,094    460,615    555,094    460,615
    XM Activated Vehicles with
     Rental Car Companies            5,434     43,928      5,434     43,928
    Data Services Subscribers       32,858     19,348     32,858     19,348
        Total Ending
         Subscribers(7)          7,628,552  5,932,957  7,628,552  5,932,957

    Percentage of Ending
     Subscribers on Annual and
     Multi-Year Plans (8)             44.2%      42.1%      44.2%      42.1%
    Percentage of Ending
     Subscribers on
     Family Plans (8)                 22.5%      19.0%      22.5%      19.0%

   Revenue Data (monthly
    average):
     Subscription Revenue per
      Aftermarket, OEM & Other
      Subscriber                    $10.28     $10.21     $10.37      $9.97
     Subscription Revenue per
      Subscriber in OEM
      Promotional Periods            $6.35      $5.84      $6.23      $5.79
     Subscription Revenue per XM
      Activated Vehicle with
      Rental Car Companies           $3.10      $9.64      $5.96      $9.88
     Subscription Revenue per
      Subscriber of Data Services   $34.33     $34.23     $31.74     $34.23

    Average Monthly Subscription
     Revenue per Subscriber
     ("ARPU") (9)                   $10.07      $9.85     $10.09      $9.51
    Net Ad Sales Revenue per
     Subscriber (10)                 $0.50      $0.46      $0.43      $0.38
    Activation, Equipment and
     Other Revenue per
     Subscriber                      $1.17      $0.86      $0.89      $0.68
        Total Revenue per
         Subscriber                 $11.74     $11.17     $11.41     $10.57

   Expense Data:
     Subscriber Acquisition Costs
      ("SAC") (11)                     $70        $89        $64        $64
     Cost Per Gross Addition
      ("CPGA") (12)                   $128       $141       $108       $109

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

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

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

  (5)  We measure the success of our OEM promotional programs based on the
       percentage of 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." We
       measure conversion rate three months after the period in which the
       trial service ends.

  (6)  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.

  (7)  Subscribers are those who are receiving and have agreed to pay for
       our service, either by credit card or by invoice, 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.  Currently, at
       the time of sale, vehicle owners generally 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 with
       rental car companies which govern the rate which XM receives for
       providing audio service.  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.

  (8)  XM receives a range of $9.99 - $11.87 per month for annual and multi-
       year plans and $6.99 per month for a family plan.

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

  (10) Net Ad Sales Revenue includes sales of advertisements and program
       sponsorships on the XM system, net of agency commissions.

  (11) Subscriber acquisition costs include Subsidies & distribution
       (excluding on-going loyalty payments to distribution partners) and
       the negative gross profit on merchandise revenue. Subscriber
       acquisition costs are divided by the appropriate gross additions or
       units manufactured to calculate what we refer to as "SAC."

  (12) CPGA costs include the amounts in SAC, as well as Advertising &
       marketing and on-going loyalty payments to distribution partners.
       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). These costs are divided by the
       gross additions for the period to calculate what refer to as "CPGA."

SOURCE: XM Satellite Radio Holdings Inc.

CONTACT: Investors, Joe Wilkinson, +1-202-380-4008,
joe.wilkinson@xmradio.com, or Richard Sloane, +1-202-380-1439,
richard.sloane@xmradio.com, or Media, Nathaniel Brown, +1-212-708-6170,
nathaniel.brown@xmradio.com, or Chance Patterson, +1-202-380-4318,
chance.patterson@xmradio.com, all of XM Satellite Radio

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