SIRIUS XM Radio Reports Third Quarter 2008 Results

OPERATIONAL AND FINANCIAL PROJECTIONS

2009E        2010E        2011E        2012E        2013E
                      (Subscribers in millions; dollar amounts in billions)

Subscribers     20.6         22.1         24.0         26.2         28.4
    Revenue         $2.7         $3.0         $3.4         $3.8         $4.1
    Adjusted
     EBITDA*        $0.3         $0.6         $0.9         $1.3         $1.5

Free Cash
     Flow*          $0.0         $0.4         $0.6         $1.0         $1.4

* Adjusted EBITDA is net income /(loss) from operations plus equity
      expense and depreciation and amortization expense. Free cash flow is
      derived from net change in cash and cash equivalents plus cash flow from
      financing activities and other investment activity. Adjusted EBITDA and
      Free Cash Flow are non-GAAP financial measures. A reconciliation of
      these non-GAAP financial measures to their most comparable financial
      measure calculated and presented in accordance with GAAP is attached to
      this press release. The projections shown above do not give effect to
      adjustments that will occur in respect of the valuation of XM's assets
      and liabilities acquired in the merger.

SIRIUS XM SATELLITE RADIO INC.
                           SUBSCRIBER DATA, METRICS
                    AND OTHER NON-GAAP FINANCIAL MEASURES
               (Dollars in thousands, unless otherwise stated)

Pro Forma               Pro Forma
                                 Three months ended      Nine months ended
                                   September 30,           September 30,
                                  2008        2007        2008        2007

Beginning subscribers      18,576,830  15,394,319  17,348,622  13,653,107
    Gross subscriber additions  1,846,996   1,950,842   5,999,714   5,751,123
    Deactivated subscribers    (1,502,915) (1,111,092) (4,427,425) (3,170,161)
    Net additions                 344,081     839,750   1,572,289   2,580,962
    Ending subscribers         18,920,911  16,234,069  18,920,911  16,234,069

Retail                    9,036,420   8,927,442   9,036,420   8,927,442
      OEM                       9,777,704   7,238,239   9,777,704   7,238,239
      Rental                      106,787      68,388     106,787      68,388
    Ending subscribers         18,920,911  16,234,069  18,920,911  16,234,069

Retail                     (149,416)     46,730    (202,291)    472,996
      OEM                         492,215     783,400   1,744,432   2,068,732
      Rental                        1,282       9,620      30,148      39,234
    Net additions                 344,081     839,750   1,572,289   2,580,962

Pro Forma              Pro Forma
                                   Three months ended     Nine months ended
                                     September 30,          September 30,
                                    2008       2007        2008        2007

Average self-pay monthly
     churn (1)(8)                     1.7%        1.6%        1.7%        1.7%
    Conversion rate (2)              47.0%       50.7%       49.2%       50.6%
    ARPU (3)(8)                    $10.47      $10.75      $10.48      $10.69
    SAC, as adjusted, per gross
     subscriber addition (4)          $74         $86         $76         $87
    Customer service and billing
     expenses, as adjusted,
    per average subscriber(5)(8)    $1.05       $1.09       $1.18       $1.14
    Total revenue                $612,776    $529,242  $1,792,632  $1,501,093
    Free cash flow (8)(6)        $(97,590)  $(102,852)  $(577,673)  $(510,274)
    Adjusted loss from
     operations (6)(8)           $(36,851)  $(103,572)  $(168,096)  $(341,309)
    Net loss                    $(217,010)  $(265,515)  $(653,867)  $(842,592)

SIRIUS XM RADIO INC. AND SUBSIDIARIES
                   PRO FORMA CONSOLIDATED RESULTS OF OPERATIONS
                                 (Unaudited)

Pro Forma              Pro Forma
                                  Three months ended     Nine months ended
    (in thousands, except per         September 30,          September 30,
     share data)                    2008       2007        2008        2007

Total revenue                 $612,776   $529,242  $1,792,632  $1,501,093

Operating expenses:
      Satellite and transmission    25,136     25,409      76,336      78,024
      Programming and content      131,630    100,675     341,422     292,385
      Revenue share and royalties  120,800     85,394     355,251     239,518
      Customer service and billing  58,857     51,562     177,159     152,396
      Cost of equipment             16,179     15,671      48,020      60,485
      Sales and marketing           78,178     96,490     260,583     289,374
      Subscriber acquisition costs 132,477    162,656     444,396     474,008
      General and administrative    75,981     80,051     215,440     207,608
      Engineering, design and
       development                  10,389     14,906      42,121      48,604
      Impairment of goodwill             -          -           -           -
      Depreciation and
       amortization                 64,111     72,474     196,051     218,931
      Share-based payment expense   29,809     42,714      99,673     112,202
      Restructuring and related
       costs                         7,430          -       7,457           -
    Total operating expenses       750,977    748,002   2,263,909   2,173,535
    Loss from operations          (138,201)  (218,760)   (471,277)   (672,442)
      Other expense                (77,086)   (46,095)   (178,777)   (169,555)
    Loss before income taxes      (215,287)  (264,855)   (650,054)   (841,997)
      Income tax expense            (1,723)      (660)     (3,813)       (595)

Net loss                     $(217,010) $(265,515)  $(653,867)  $(842,592)

SIRIUS XM RADIO INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (Unaudited)

Actual                  Actual
                                  Three months ended      Nine months ended
    (in thousands, except per        September 30,           September 30,
     share data)                    2008       2007         2008       2007

Revenue:
      Subscriber revenue,
       including effects of
       rebates                    $456,357   $226,844     $978,516   $627,275
      Advertising revenue, net
       of agency fees               14,674      8,524       31,413     24,422
      Equipment revenue             11,271      6,290       25,290     17,216
      Other revenue                  6,141        128        6,590      3,337
    Total revenue                  488,443    241,786    1,041,809    672,250
    Operating expenses
     (depreciation and
     amortization shown
     separately below)(1)
      Cost of services:
        Satellite and transmission  19,526      7,409       34,800     22,732
        Programming and content    106,037     59,015      222,975    173,324
        Revenue share and
         royalties                  85,592     32,978      177,635     89,953
        Customer service and
         billing                    47,432     21,058       97,218     64,529
        Cost of equipment           13,773      6,086       28,007     19,930
      Sales and marketing           63,637     38,488      151,237    126,348
      Subscriber acquisition
       costs                        86,616    101,798      257,832    307,580
      General and administrative    57,310     44,837      148,555    118,651
      Engineering, design and
       development                  10,434      9,736       28,091     33,397
      Impairment of goodwill     4,750,859          -    4,750,859          -
      Depreciation and
       amortization                 66,774     26,072      120,793     79,142
      Restructuring and related
       costs                         7,430          -        7,457          -
    Total operating expenses     5,315,420    347,477    6,025,459  1,035,586
      Loss from operations      (4,826,977)  (105,691)  (4,983,650)  (363,336)
    Other income (expense)
      Interest and investment
       income                        4,940      5,604        9,167     16,399
      Interest expense, net of
       amounts capitalized         (49,216)   (19,499)     (83,636)   (50,441)
      Equity in net loss of
       equity method investment     (3,089)         -       (3,089)         -
      Other (expense) income        (3,870)         4       (3,935)        14
    Total other expense            (51,235)   (13,891)     (81,493)   (34,028)
      Loss before income taxes  (4,878,212)  (119,582)  (5,065,143)  (397,364)
      Income tax expense            (1,215)      (555)      (2,301)    (1,665)

Net loss             $(4,879,427) $(120,137) $(5,067,444) $(399,029)
    Net loss per common share
     (basic and diluted)            $(1.93)    $(0.08)      $(2.76)    $(0.27)
    Weighted average common
     shares outstanding
    (basic and diluted)          2,527,692  1,464,147    1,836,834  1,461,200

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

Satellite and transmission      $1,331       $557       $2,887     $1,834
    Programming and content          3,529      2,707        7,477      6,857
    Customer service and
     billing                           596        166        1,137        543
    Sales and marketing              3,672      6,575       11,376     15,068
    Subscriber acquisition
     costs                               -        800           14      2,687
    General and administrative      12,904     10,953       36,359     34,056
    Engineering, design and
     development                     1,973        969        4,167      2,959

Total share-based payment
     expense                       $24,005    $22,727      $63,417    $64,004

SIRIUS XM RADIO INC. AND SUBSIDIARIES
                    CONDENSED CONSOLIDATED BALANCE SHEETS

Actual
                                          September 30,           December 31,
    (in thousands, except share and           2008                     2007
     per share data)                       (Unaudited)

ASSETS
    Current assets:
      Cash and cash equivalents             $359,657                 $438,820
      Accounts receivable, net of allowance
       for doubtful accounts of $10,431 and
       $4,608, respectively                   76,284                   44,068
      Receivables from distributors           51,610                   60,004
      Inventory, net                          31,935                   29,537
      Prepaid expenses                        84,448                   31,392
      Related party current assets           109,734                        -
      Restricted investments                       -                   35,000
      Other current assets                    25,096                   40,036
        Total current assets                 738,764                  678,857
    Property and equipment, net            1,700,279                  806,263
    FCC licenses                           2,083,654                   83,654
    Restricted investments, net of
     current portion                         141,250                   18,000
    Deferred financing fees, net              45,969                   13,864
    Intangible assets, net                   694,212                        -
    Goodwill                               1,875,645                        -
    Related party long-term assets, net
     of current portion                      129,351                        -
    Other long-term assets                    93,950                   93,511
        Total assets                      $7,503,074               $1,694,149

LIABILITIES AND STOCKHOLDERS' EQUITY
                  (DEFICIT)
    Current liabilities:
      Accounts payable and accrued expenses $823,022                 $464,943
      Accrued interest                        51,084                   24,772
      Deferred revenue                       881,710                  548,330
      Current maturities of long-term debt   572,646                   35,801
      Related party current liabilities       75,618                        -
        Total current liabilities          2,404,080                1,073,846
    Long-term debt, net of current
     portion                               2,800,107                1,278,617
    Deferred revenue, net of current
     portion                                 287,067                  110,525
    Deferred credit on executory
     contracts                             1,091,599                        -
    Other long-term liabilities              904,472                   23,898
        Total liabilities                  7,487,325                2,486,886

Commitments and contingencies                  -                        -
    Stockholders' equity (deficit):
      Series A convertible preferred stock,
       par value $0.001 (liquidation
       preference of $51,370 and $0 at
       September 30, 2008 and December
       31, 2007, respectively);
       50,000,000 authorized at September
       30, 2008 and December 31, 2007,
       24,808,959 and zero shares issued and
       outstanding at September 30, 2008
       and December 31, 2007, respectively        25                        -
      Common stock, par value $0.001;
       4,500,000,000 and 2,500,000,000
       shares authorized at September 30,
       2008 and December 31, 2007,
       respectively;
       3,250,404,357 and 1,471,143,570
       shares issued and outstanding at
       September 30, 2008 and December
       31, 2007, respectively                  3,250                    1,471
      Accumulated other comprehensive loss,
       net of tax                               (764)                       -
      Additional paid-in capital           9,479,654                3,604,764
      Accumulated deficit                 (9,466,416)              (4,398,972)
        Total stockholders' equity
         (deficit)                            15,749                 (792,737)
        Total liabilities and
         stockholders' equity             $7,503,074               $1,694,149

SIRIUS XM RADIO INC. AND SUBSIDIARIES
          UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Actual
                                                     Nine months ended
                                                        September 30,
                                                   2008              2007
    (in thousands)

Cash flows from operating activities:
      Net loss                                  $(5,067,444)       $(399,029)
      Adjustments to reconcile net loss to
       net cash used in operating
       activities:
        Depreciation and amortization               114,923           79,142
        Goodwill Impairment                       4,750,859                -
        Non-cash interest expense, net of
         amortization of premium                     (1,933)           2,452
        Provision for doubtful accounts              11,125            6,663
        Amortization of deferred income
         related to equity method investment           (471)               -
        Loss on disposal of assets                    4,879               92
        Equity in net loss of equity method
         investment                                   3,089                -
        Share-based payment expense                  63,417           64,004
        Deferred income taxes                         2,301            1,665
        Other                                         1,643                -
        Changes in operating assets and
         liabilities:
          Accounts receivable                         1,575           (6,627)
          Inventory                                   2,952           (2,533)
          Receivables from distributors               9,595           (9,032)
          Related party assets                       (1,357)               -
          Prepaid expenses and other current
           assets                                     3,528           14,571
          Other long-term assets                     37,110          (14,825)
          Accounts payable and accrued expenses    (137,442)         (58,713)
          Accrued interest                           (2,810)          (7,826)
          Deferred revenue                           10,590           76,803
          Related party liabilities                   3,315                -
          Other long-term liabilities and
           deferred credits on executory
           contracts                                (26,436)             759
              Net cash used in operating
               activities                          (216,992)        (252,434)

Cash flows from investing activities:
      Additions to property and equipment          (102,705)         (66,801)
      Sales of property and equipment                   105              116
      Purchases of restricted and other
       investments                                   (3,000)            (310)
      Acquisition of acquired entity cash           819,521                -
      Merger related costs                          (13,047)               -
      Sale of restricted and other
       investments                                   65,642           35,842
              Net cash used in investing
               activities                           766,516          (31,153)

Cash flows from financing activities:
      Proceeds from exercise of warrants
       and stock options                                471            2,677
      Long term borrowings, net of related
       costs                                        533,941          245,199
      Payment of premiums on redemption of
       debt                                         (18,693)               -
      Payments to minority interest holder           (1,479)               -
      Repayment of long term borrowings          (1,142,829)               -
      Other                                             (98)               -
              Net cash (used in) provided by
               financing activities                (628,687)         247,876
    Net decrease in cash and cash
     equivalents                                    (79,163)         (35,711)
    Cash and cash equivalents at
     beginning of period                            438,820          393,421
    Cash and cash equivalents at end of
     period                                        $359,657         $357,710

Adjusted EBITDA
     Reconciliation        2009E       2010E      2011E      2012E    2013E

Income / (Loss)
     From
     Operations            ($0.1)       $0.3       $0.5       $0.9    $1.1
    Add: Equity
     Expense                $0.1        $0.1       $0.1       $0.1    $0.1
    Add: Depreciation
     & Amortization         $0.2        $0.2       $0.3       $0.3    $0.3
    Adjusted  EBITDA        $0.3        $0.6       $0.9       $1.3    $1.5

Free Cash Flow
     Reconciliation
    Net Change in
     Cash & Cash
     Equivalents            $0.0        $0.3       $0.4       $0.8    $0.9
    Add: Cash Flow
     from Financing        ($0.0)       $0.0       $0.2       $0.2    $0.5
    Add: Other
     Investing             ($0.0)       $0.0      ($0.0)      $0.0    $0.0
    Free Cash Flow          $0.0        $0.4       $0.6       $1.0    $1.4

    Footnotes

(1) Average self pay monthly churn represents the average of self pay
        deactivations by the quarter divided by the average self pay
        subscriber balance for the quarter.
    (2) We measure the percentage of subscribers that receive the service and
        convert to self-paying after the initial promotion period. We refer to
        this as the "conversion rate." At the time of sale, vehicle owners
        generally receive between three and twelve month prepaid trial
        subscriptions and we receive a subscription fee from the OEM.
        Promotional periods generally include the period of trial service plus
        30 days to handle the receipt and processing of payments. We measure
        conversion rate three months after the period in which the trial
        service ends. Based on our experience it may take up to 90 days after
        the trial service ends for subscribers to respond to our marketing
        communications and become self-paying subscribers.
    (3) ARPU is derived from total earned subscriber revenue and net
        advertising revenue divided by the daily weighted average number of
        subscribers for the period. ARPU is calculated as follows (in
        thousands, except for per subscriber amounts):

Pro Forma                 Pro Forma
                              Three months ended        Nine months ended
                                 September 30,             September 30,
                               2008         2007         2008         2007

Subscriber revenue       $569,591     $488,543   $1,661,800  $1,380,657

Net advertising
     revenue                   17,867       19,240       54,156      52,769

Total subscriber and
     net advertising
     revenue                 $587,458     $507,783   $1,715,956  $1,433,426

Daily weighted average
     number of
     subscribers           18,710,940   15,743,059   18,187,927  14,905,060

ARPU                       $10.47       $10.75       $10.48      $10.69

(4) SAC, as adjusted, per gross subscriber addition is derived from
        subscriber acquisition costs and margins from the direct sale of
        radios and accessories, excluding stock-based compensation divided by
        the number of gross subscriber additions for the period. SAC, as
        adjusted, per gross subscriber addition is calculated as follows (in
        thousands, except for per subscriber amounts):

Pro Forma                 Pro Forma
                               Three months ended         Nine months ended
                                  September 30,             September 30,
                                2008         2007         2008       2007

Subscriber acquisition
     cost                    $132,477     $163,456     $444,410    $476,695

Less: stock-based
     compensation granted
     to third parties
     and employees                  -         (800)         (14)     (2,687)
    Add: margin from direct
     sales of radios
     and accessories            3,323        5,071        9,333      28,004

SAC, as adjusted         $135,800     $167,727     $453,729     502,012

Gross subscriber
     additions              1,846,996    1,950,842    5,999,714   5,751,123

SAC, as adjusted, per
     gross subscriber addition    $74          $86          $76         $87

(5) Customer service and billing expenses, as adjusted, per average
        subscriber is derived from total customer service and billing
        expenses, excluding stock-based compensation, divided by the daily
        weighted average number of subscribers for the period. Customer
        service and billing expenses, as adjusted, per average subscriber is
        calculated as follows (in thousands, except for per subscriber
        amounts):

Pro Forma                Pro Forma
                               Three months ended       Nine months ended
                                   September 30,           September 30,
                                2008         2007        2008        2007

Customer service and
     billing expenses         $59,786      $52,454    $180,270     $154,602

Less: stock-based
     compensation                (929)        (892)     (3,111)      (2,206)

Customer service and
     billing expenses, as
     adjusted                 $58,857      $51,562    $177,159     $152,396

Daily weighted average
     number of
     subscribers           18,710,940   15,743,059  18,187,927   14,905,060

Customer service and
     billing expenses,
     as adjusted, per
     average subscriber         $1.05        $1.09       $1.18        $1.14

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

Pro Forma                   Pro Forma
                            Three months ended          Nine months ended
                                September 30,              September 30,
                              2008          2007         2008        2007

Net change in cash and
     cash equivalents      $(44,329)   $ (111,244)  $ (235,849)   $ (22,740)
    Cash flow from
     financing activities   (52,918)        8,407     (350,902)    (476,576)
    Other investing            (343)          (15)       9,078      (10,958)

Free cash flow         $(97,590)    $(102,852)   $(577,673)   $(510,274)

(7) Average monthly self-pay churn; conversion rate; ARPU; SAC, as
        adjusted, per gross subscriber addition; customer service and billing
        expenses, as adjusted, per average subscriber; and free cash flow are
        not measures of financial performance under U.S. generally accepted
        accounting principles ("GAAP"). We believe these non-GAAP financial
        measures provide meaningful supplemental information regarding our
        operating performance and are used by us for budgetary and planning
        purposes; when publicly providing our business outlook; as a means to
        evaluate period-to-period comparisons; and to compare our performance
        to that of our competitors. We also believe that investors also use
        our current and projected metrics to monitor the performance of our
        business and to make investment decisions.

We believe the exclusion of stock-based compensation expense in our
        calculations of SAC, as adjusted, per gross subscriber addition and
        customer service and billing expenses, as adjusted, per average
        subscriber is useful given the significant variation in expense that
        can result from changes in the fair market value of our common stock,
        the effect of which is unrelated to the operational conditions that
        give rise to variations in the components of our subscriber
        acquisition costs and customer service and billing expenses.
        Specifically, the exclusion of stock-based compensation expense in our
        calculation of SAC, as adjusted, per gross subscriber addition is
        critical in being able to understand the economic impact of the direct
        costs incurred to acquire a subscriber and the effect over time as
        economies of scale are reached.

These non-GAAP financial measures are used in addition to and in
        conjunction with results presented in accordance with GAAP. These non-
        GAAP financial measures may be susceptible to varying calculations;
        may not be comparable to other similarly titled measures of other
        companies; and should not be considered in isolation, as a substitute
        for, or superior to measures of financial performance prepared in
        accordance with GAAP.

(8) We refer to net loss before taxes; other income (expense)-including
        interest and investment income, interest expense, depreciation and
        amortization, restructuring and related costs and impairment of
        goodwill; and stock-based compensation expense as adjusted loss from
        operations. Adjusted loss from operations is not a measure of
        financial performance under U.S. GAAP. We believe adjusted loss from
        operations is a useful measure of our operating performance. We use
        adjusted loss from operations for budgetary and planning purposes; to
        assess the relative profitability and on-going performance of our
        consolidated operations; to compare our performance from period-to-
        period; and to compare our performance to that of our competitors. We
        also believe adjusted loss from operations is useful to investors to
        compare our operating performance to the performance of other
        communications, entertainment and media companies. We believe that
        investors use current and projected adjusted loss from operations to
        estimate our current or prospective enterprise value and to make
        investment decisions.

Because we fund and build-out our satellite radio system through the
        periodic raising and expenditure of large amounts of capital, our
        results of operations reflect significant charges for interest and
        depreciation expense. We believe adjusted loss from operations
        provides useful information about the operating performance of our
        business apart from the costs associated with our capital structure
        and physical plant. The exclusion of interest and depreciation and
        amortization expense is useful given fluctuations in interest rates
        and significant variation in depreciation and amortization expense
        that can result from the amount and timing of capital expenditures and
        potential variations in estimated useful lives, all of which can vary
        widely across different industries or among companies within the same
        industry. We believe the exclusion of taxes is appropriate for
        comparability purposes as the tax positions of companies can vary
        because of their differing abilities to take advantage of tax benefits
        and because of the tax policies of the various jurisdictions in which
        they operate. We believe the exclusion of restructuring and related
        costs and impairment of goodwill is useful given the one-time nature
        of these transactions. We also believe the exclusion of stock-based
        compensation expense is useful given the significant variation in
        expense that can result from changes in the fair market value of our
        common stock. To compensate for the exclusion of taxes, other income
        (expense), depreciation and stock-based compensation expense, we
        separately measure and budget for these items.

There are material limitations associated with the use of adjusted
        loss from operations in evaluating our company compared with net loss,
        which reflects overall financial performance, including the effects of
        taxes, other income (expense), depreciation and amortization,
        restructuring and related costs, impairment of goodwill and stock-
        based compensation expense. We use adjusted loss from operations to
        supplement GAAP results to provide a more complete understanding of
        the factors and trends affecting the business than GAAP results alone.
        Investors that wish to compare and evaluate our operating results
        after giving effect for these costs, should refer to net loss as
        disclosed in our unaudited consolidated statements of operations.
        Since adjusted loss from operations is a non-GAAP financial measure,
        our calculation of adjusted loss from operations may be susceptible to
        varying calculations; may not be comparable to other similarly titled
        measures of other companies; and should not be considered in
        isolation, as a substitute for, or superior to measures of financial
        performance prepared in accordance with GAAP.

The reconciliation of the pro forma unadjusted Net loss to the pro
        forma Adjusted loss from operations is calculated as follows:

Three months ended        Nine months ended
                                 September 30,              September 30,
    (in thousands)             2008         2007         2008       2007

Reconciliation of
     Net loss to
     Adjusted loss
     from operations:
      Net loss as
       reported             $(217,010)   $(265,515)   $(653,867)  $(842,592)
    Add back Net loss
     items excluded
     from Adjusted loss
     from operations:
      Interest and
       investment income       (5,534)      (9,099)     (12,180)    (27,676)
      Interest expense,
       net of amounts
       capitalized             70,153       47,256      164,380     138,230
      Income tax expense        1,723          660        3,813         595
      Equity in net loss
       of equity method
       investment               4,924        4,546       13,474      12,723
      Loss from redemption
       of debt                      -            -            -       2,965
      Loss from impairment
       of investments           2,625          481            -      36,305
      Other expense (income)    4,918        2,911       13,103       7,008
        Loss from
         operations          (138,201)    (218,760)    (471,277)   (672,442)
      Restructuring and
       related costs            7,430            -        7,457           -
      Impairment of
       goodwill                     -            -            -           -
      Depreciation and
       amortization            64,111       72,474      196,051     218,931
      Stock-based
       compensation            29,809       42,714       99,673     112,202

Adjusted loss from
     operations              $(36,851)   $(103,572)   $(168,096)  $(341,309)

There are material limitations associated with the use of a pro forma
        unadjusted results of operations in evaluating our company compared
        with our GAAP Results of operations, which reflects overall financial
        performance. We use pro forma unadjusted results of operations to
        supplement GAAP results to provide a more complete understanding of
        the factors and trends affecting the business than GAAP results alone.
        Investors that wish to compare and evaluate our operating results
        after giving effect for these costs, should refer to Results of
        operations as disclosed in our unaudited consolidated statements of
        operations. Since pro forma unadjusted results of operations is a non-
        GAAP financial measure, our calculations may not be comparable to
        other similarly titled measures of other companies; and should not be
        considered in isolation, as a substitute for, or superior to measures
        of financial performance prepared in accordance with GAAP.

    -- general economic conditions,
    -- continued consumer demand for the company's satellite radio services,
    -- the level of subscriber turnover, or churn, the company will
       experience,
    -- the sale and lease of new vehicles, and
    -- the synergies that are expected to be realized from the merger of
       SIRIUS and XM.

    E-SIRI

Contacts for SIRIUS XM Radio:

Contact Information for Investors and Financial Media:
    Paul Blalock
    SIRIUS XM Radio
    212 584 5174
    pblalock@siriusradio.com

Hooper Stevens
    SIRIUS XM Radio
    212 901 6718
    hstevens@siriusradio.com