SIRIUS Reports Strong Second Quarter 2007 Results

SIRIUS Reports Strong Second Quarter 2007 Results

- Revenue Up 51% to $226.4 Million

- Company Exceeds 7.1 Million Subscribers

- Subscriber Additions of 561,493

- Solid Cost Control Improves Cash Flow

NEW YORK, July 31 /PRNewswire-FirstCall/ -- SIRIUS Satellite Radio (NASDAQ:SIRI) today announced strong second quarter results, including a 51% increase in revenue from the year ago quarter to $226.4 million, and strong subscriber growth of 561,493 new subscribers during the quarter driving ending subscribers to over 7.1 million.

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"SIRIUS, once again, posted solid results," said Mel Karmazin, CEO of SIRIUS. "Both revenue and subscriber growth exceeded 50% while operating expenses before stock-based compensation and depreciation grew only 6%. Customer satisfaction remains high, reflected in our low all-in churn rate of 2.1%. We have added over 1.1 million net new subscribers so far this year, and second quarter results mark the seventh consecutive quarter for leadership in satellite radio net additions and the third consecutive quarter of leadership in gross subscriber additions."

"Momentum for the pending merger with XM continues to build," said Karmazin. "Support from our customers, suppliers and other groups representing a diverse cross-section of Americans, clearly demonstrates the public interest benefits and enhanced competition that will come from the merger. We continue to work with the FCC and the DOJ to make the case that the merger offers more choices, including a la carte offerings, and lower prices for subscribers, and we continue to expect that the merger will be completed by year-end."

SIRIUS ended the second quarter with 7,142,538 subscribers, 53% higher than second quarter 2006 ending subscribers of 4,678,207. During second quarter 2007, SIRIUS added 561,493 net subscribers, comprised of 129,843 net additions from retail and aftermarket channels and 431,650 from the OEM channel. In the second quarter, SIRIUS captured 62% of satellite radio segment share, marking the seventh consecutive quarter of leadership in satellite radio subscriber growth.

Total revenue for the second quarter of 2007 increased to a record $226.4 million, up 51% from $150.1 million for the year-ago second quarter. Advertising revenue was $9.2 million in the second quarter of 2007 and average monthly revenue per subscriber (or "ARPU") was $10.71. SAC per gross subscriber addition was $108 for the second quarter of 2007 compared to $131 for the year-ago second quarter.

SIRIUS' net loss improved by 44% to ($134.1) million, or ($0.09) per share, for the second quarter of 2007, from ($237.8) million, or ($0.17) per share, for the second quarter of 2006. The adjusted net loss for second quarter 2007 (adjusted to exclude stock-based compensation) improved to ($117.1) million, or ($0.08) per share, down from ($159.6) million, or ($0.11) per share, for second quarter 2006.

"Compared to the year ago second quarter, revenue grew by $76 million, and with a clear focus on cost efficient growth, adjusted loss from operations improved by $47 million and free cash flow improved by $53 million," said David Frear, SIRIUS EVP and CFO. "In addition, we are pleased with the 18% improvement in SAC per gross addition in the second quarter, and with continued strong OEM subscriber growth, we now expect SAC per gross addition will approach $100 for 2007."

2007 OUTLOOK
SIRIUS today issued the following guidance for the full year 2007:

-- Total revenue approaching $1 billion
-- More than 8 million subscribers at year-end
-- Average monthly subscriber churn of approximately 2.2% - 2.4%
-- SAC per gross subscriber approaching $100

PROGRAMMING ADDITIONS

Exciting additions to SIRIUS' powerful lineup of comedy, music and entertainment channels this quarter include: Jamie Foxx breaking new ground on his channel 'The Foxxhole', and 'SIRIUSLY Sinatra' bringing the voice of Frank Sinatra into the future of audio entertainment. The Grateful Dead Radio Channel will launch this summer featuring the band's long and storied career and including special shows hosted by band members.

RESULTS OF OPERATIONS

The discussion of operating expenses below excludes the effects of stock- based compensation. SIRIUS believes this presentation improves the transparency of disclosure and is consistent with the way operating results are evaluated by management.

SECOND QUARTER 2007 VERSUS SECOND QUARTER 2006

For the second quarter of 2007, SIRIUS recognized total revenue of $226.4 million compared to $150.1 million for the second quarter of 2006. This 51%, or $76.3 million, increase in revenue was driven by a $72.0 million increase in subscriber revenue resulting from the net increase in subscribers of 2,464,331 from the second quarter of 2006.

The company's adjusted loss from operations decreased $47.2 million to ($79.3) million for the second quarter of 2007 from ($126.5) million for the second quarter of 2006 (refer to the reconciliation table of net loss to adjusted loss from operations). This decrease was driven by the increase in total revenue of $76.3 million, which more than offset the $29.1 million increase in expenses.

Satellite and transmission expenses decreased $11.0 million to $6.7 million for second quarter 2007 from $17.7 million for second quarter 2006. Second quarter 2006 expenses included a $10.9 million non-recurring impairment charge associated with certain satellite long-lead time parts that were no longer needed.

Programming and content expenses increased $8.2 million to $53.1 million for the second quarter of 2007 from $44.9 million for the second quarter of 2006. The increase was primarily attributable to license fees associated with new programming agreements.

Revenue share and royalties increased $12.8 million to $29.8 million for second quarter 2007 from $17.0 million for second quarter 2006. The increase was primarily attributable to growth in the company's revenues as well as an increase in the mix of the company's OEM subscriber base.

Customer service and billing expenses increased $5.7 million to $21.4 million for the second quarter of 2007 from $15.7 million for the second quarter of 2006. The increase was primarily attributable to higher call center operating costs necessary to accommodate the increase in the company's subscriber base and higher total transaction fees on the larger base. Customer service and billing expenses per average subscriber per month declined 13% to $1.05 for the second quarter of 2007 from $1.20 for the second quarter of 2006.

Sales and marketing expenses decreased $5.0 million to $42.8 million for the second quarter 2007 from $47.8 million for second quarter 2007. This decrease was primarily attributable to lower consumer advertising and reduced cooperative marketing spend with the company's distribution partners compared to the year-ago second quarter.

Subscriber acquisition costs (SAC) decreased $3.0 million, or 2.8%, to $105.7 million for the second quarter of 2007 from $108.7 million for the second quarter of 2006 despite a 21% increase in gross subscriber additions year-over-year. This decrease was primarily attributable to lower aftermarket subsidies, offset by increased OEM hardware subsidies due to higher production volume.

SAC per gross subscriber addition decreased 18% to $108 for the second quarter of 2007 from $131 for the second quarter of 2006 primarily due to lower OEM costs per unit offset by a higher mix of OEM gross additions.

General and administrative expenses increased $7.6 million to $27.3 million for second quarter 2007 from $19.7 million for second quarter 2006. The increase was primarily the result of higher legal fees and compensation- related costs to support the growth of the business.

Engineering, design and development expenses decreased $2.5 million to $10.3 million for the second quarter of 2007 from $12.8 million for the second quarter of 2006. This decrease was primarily attributable to reduced OEM tooling and manufacturing upgrades associated with the factory installation of SIRIUS radios in additional vehicle models.

SIRIUS reported a net loss of ($134.1) million, or ($0.09) per share, for the second quarter of 2007, including a ($0.01) per share impact from stock- based compensation, compared to a net loss of ($237.8) million, or ($0.17) per share, for the second quarter of 2006, including a ($0.05) per share impact from stock-based compensation and a ($0.01) per share impact for impairment loss. The adjusted net loss per share, or net loss per share excluding stock- based compensation and impairment loss, was ($0.08) per share for the second quarter of 2007 as compared to an adjusted net loss per share of ($0.11) per share for the second quarter of 2006 (refer to the reconciliation table of net loss per share to adjusted net loss per share).

SIX MONTHS ENDED JUNE 30, 2007 VERSUS SIX MONTHS ENDED JUNE 30, 2006

For the six months ended June 30, 2007, SIRIUS recognized total revenue of $430.5 million compared with $276.7 million for the six months ended June 30, 2006. This 56%, or $153.8 million, increase in revenue was primarily driven by a $147.6 million increase in subscriber revenue resulting from the net increase in subscribers of 2,464,331 from the end of the second quarter 2006.

The company's adjusted loss from operations decreased ($99.9) million to ($163.3) million for the six months ended June 30, 2007 from ($263.2) million for the six months ended June 30, 2006 (refer to the reconciliation table of net loss to adjusted loss from operations). This decrease was driven by a 56%, or $153.8 million, increase in total revenue which more than offset the 10%, or $53.8 million, increase in expenses.

Satellite and transmission expenses decreased $11.0 million to $14.0 million for the six months ended June 30, 2007 from $25.0 million for the six months ended June 30, 2006. Second quarter 2006 expenses included a $10.9 million non-recurring impairment charge associated with certain satellite long-lead time parts that were no longer needed.

Programming and content expenses increased $15.4 million to $110.2 million for the six months ended June 30, 2007 from $94.8 million for the six months ended June 30, 2006. The increase was primarily attributable to license fees associated with new programming agreements.

Revenue share and royalties increased $26.5 million to $57.0 million for six months ended June 30, 2007 from $30.5 million for six months ended June 30, 2006. The increase was primarily attributable to the growth in the company's revenues and an increase in the mix of the company's OEM subscriber base.

Customer service and billing expenses increased $9.8 million to $43.1 million for the six months ended June 30, 2007 from $33.3 million for the six months ended June 30, 2006. The increase was primarily attributable to higher call center operating costs necessary to accommodate the increase in the company's subscriber base. Customer service and billing expenses per average subscriber per month declined 19% to $1.10 for the six months ended June 30, 2007 from $1.36 for the six months ended June 30, 2006.

Sales and marketing expenses decreased $4.7 million to $75.3 million for the six months ended June 30, 2007 from $80.0 million for the six months ended June 30, 2006. This decrease was primarily attributable to lower consumer advertising and reduced cooperative marketing spend with the company's distributors.

Subscriber acquisition costs decreased $13.9 million to $203.9 million for the six months ended June 30, 2007 from $217.8 million for the six months ended June 30, 2006 despite an 11% increase in gross subscriber additions. This decrease was primarily attributable to lower aftermarket subsidies, offset by increased OEM hardware subsidies due to higher production volume.

SAC per gross subscriber addition decreased 13% to $106 for the six months ended June 30, 2007 from $122 for the six months ended June 30, 2006 primarily due to lower OEM costs per unit offset by a higher mix of OEM gross additions.

General and administrative expenses increased $13.7 million to $50.7 million for the six months ended June 30, 2007 from $37.0 million for the six months ended June 30, 2006. The increase was primarily a result of higher legal fees and compensation-related costs to support the growth of the business.

Engineering, design and development expenses decreased $3.8 million to $21.7 million for the six months ended June 30, 2007 from $25.5 million for the six months ended June 30, 2006. This decrease was primarily attributable to reduced initial OEM tooling and manufacturing upgrades associated with the factory installation of SIRIUS radios in additional vehicle models.

SIRIUS reported a net loss of ($278.9) million, or ($0.19) per share, for the six months ended June 30, 2007, including a ($0.03) per share impact from stock-based compensation, compared with a net loss of ($696.4) million, or ($0.50) per share, for the six months ended June 30, 2006, including a ($0.01) per share impact from the impairment loss and ($0.25) per share impact from stock-based compensation. The adjusted net loss per share, or net loss per share excluding stock-based compensation, was ($0.16) for the six months ended June 30, 2007 compared with an adjusted net loss per share excluding the impairment loss and stock based compensation of ($0.24) for the six months ended June 30, 2006 (refer to the reconciliation table of net loss per share to adjusted net loss per share).

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

For the Three Months For the Six Months
Ended June 30, Ended June 30,
2007 2006 2007 2006

Beginning subscribers 6,581,045 4,077,747 6,024,555 3,316,560
Net additions 561,493 600,460 1,117,983 1,361,647
Ending subscribers 7,142,538 4,678,207 7,142,538 4,678,207

Retail 4,364,646 3,276,615 4,364,646 3,276,615
OEM 2,758,639 1,373,610 2,758,639 1,373,610
Hertz 19,253 27,982 19,253 27,982
Ending subscribers 7,142,538 4,678,207 7,142,538 4,678,207

Retail 129,843 276,294 322,821 811,252
OEM 434,955 324,574 799,629 549,917
Hertz (3,305) (408) (4,467) 478
Net additions 561,493 600,460 1,117,983 1,361,647

Metrics

For the Three Months For the Six Months
Ended June 30, Ended June 30,
2007 2006 2007 2006

Gross subscriber
additions 1,002,145 830,571 1,990,603 1,791,181
Deactivated
subscribers 440,652 230,111 872,620 429,534
Average monthly
churn (1)(6) 2.1% 1.8% 2.2% 1.8%
SAC per gross
subscriber addition
(2)(6) $ 108 $ 131 $ 106 $ 122
Customer service and
billing expenses
per average subscriber
(3)(6) $1.05 $1.20 $1.10 $1.36
Total revenue $ 226,427 $ 150,078 $ 430,464 $ 276,742
Free cash flow (4)(6) $(80,031) $(133,231) $(226,746) $(298,768)

Monthly ARPU:
Average monthly
subscriber revenue
per subscriber before
the effects of Hertz
subscribers and
mail-in rebates $10.24 $10.64 $10.26 $10.66
Effects of Hertz
subscribers 0.05 0.05 0.05 0.04
Effects of mail-in
rebates (0.03) (0.15) (0.13) (0.35)
Average monthly
subscriber revenue
per subscriber 10.26 10.54 10.18 10.35
Average monthly net
advertising revenue
per subscriber 0.45 0.62 0.41 0.63
ARPU $10.71 $11.16 $10.59 $10.98

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

Adjusted Loss from Operations:
For the Three Months For the Six Months
Ended June 30, Ended June 30,
2007 2006 2007 2006

Net loss $(134,147) $(237,828) $(278,892) $(696,372)
Impairment loss - 10,917 - 10,917
Depreciation 26,284 25,738 53,070 50,671
Stock-based
compensation 17,017 67,289 41,277 351,875
Other income and
expense 10,992 6,778 20,137 18,400
Income tax expense 555 578 1,110 1,331
Adjusted loss from
operations (7) $(79,299) $(126,528) $(163,298) $(263,178)

Adjusted Net Loss and
Adjusted Net Loss per Share:
For the Three Months For the Six Months
Ended June 30, Ended June 30,
2007 2006 2007 2006

Net loss $(134,147) $(237,828) $(278,892) $(696,372)
Impairment loss - 10,917 - 10,917
Stock-based
compensation 17,017 67,289 41,277 351,875
Adjusted net loss $(117,130) $(159,622) $(237,615) $(333,580)
Net loss per share
(basic and diluted) $(0.09) $(0.17) $(0.19) $(0.50)
Impairment loss - 0.01 - 0.01
Stock-based
compensation 0.01 0.05 0.03 0.25
Adjusted net loss per
share (basic and
diluted) (8) $(0.08) $(0.11) $(0.16) $(0.24)
Weighted average common
shares outstanding
(basic and diluted) 1,462,362 1,404,022 1,459,701 1,395,549

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

Condensed Consolidated Statements
of Operations:
For the Three Months For the Six Months
Ended June 30, Ended June 30,
2007 2006 2007 2006

Total revenue $226,427 $150,078 $430,464 $276,742
Operating expenses
(excludes depreciation
and stock-based
compensation shown
separately below):
Satellite and
transmission 6,716 17,686 14,046 24,987
Programming and content 53,096 44,898 110,159 94,832
Revenue share and royalties 29,841 16,958 56,975 30,485
Customer service and billing 21,440 15,662 43,094 33,280
Cost of equipment 8,636 3,467 17,928 6,932
Sales and marketing 42,765 47,764 75,283 80,043
Subscriber acquisition costs 105,658 108,663 203,895 217,807
General and administrative 27,308 19,650 50,711 37,017
Engineering, design
and development 10,266 12,775 21,671 25,454
Depreciation 26,284 25,738 53,070 50,671
Stock-based compensation 17,017 67,289 41,277 351,875
Total operating expenses 349,027 380,550 688,109 953,383
Loss from operations (122,600) (230,472) (257,645) (676,641)
Other income (expense) (10,992) (6,778) (20,137) (18,400)
Loss before income taxes (133,592) (237,250) (277,782) (695,041)
Income tax expense (555) (578) (1,110) (1,331)
Net loss $(134,147) $(237,828) $(278,892) $(696,372)

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

Condensed Consolidated
Statements of Operations:
For the Three Months Ended
March 31, June 30, September 30, December 31,
2006 2006 2006 2006

Total revenue $126,664 $150,078 $167,113 $193,380
Operating expenses
(excludes depreciation
and stock-based
compensation shown
separately below):
Satellite and transmission 7,301 17,686 7,090 7,152
Programming and content 49,934 44,898 48,039 55,779
Revenue share and
royalties 13,527 16,958 18,371 21,062
Customer service and billing 17,618 15,662 16,625 25,745
Cost of equipment 3,465 3,467 6,196 22,105
Sales and marketing 32,279 47,764 30,981 73,115
Subscriber acquisition
costs 109,144 108,663 80,863 121,046
General and administrative 17,367 19,650 21,610 21,398
Engineering, design
and development 12,679 12,775 20,491 12,787
Depreciation 24,933 25,738 27,583 27,495
Stock-based
compensation 284,586 67,289 43,418 42,625
Total operating expenses 572,833 380,550 321,267 430,309
Loss from operations (446,169) (230,472) (154,154) (236,929)
Other income (expense) (11,622) (6,778) (8,166) (8,512)
Loss before income taxes (457,791) (237,250) (162,320) (245,441)
Income tax expense (753) (578) (578) (156)
Net loss $(458,544) $(237,828) $(162,898) $(245,597)

Condensed Consolidated Statements of Operations:
For the Year Ended
December 31, 2006

Total revenue $637,235
Operating expenses (excludes depreciation
and stock-based compensation shown
separately below):
Satellite and transmission 39,229
Programming and content 198,650
Revenue share and royalties 69,918
Customer service and billing 75,650
Cost of equipment 35,233
Sales and marketing 184,139
Subscriber acquisition costs 419,716
General and administrative 80,025
Engineering, design and development 58,732
Depreciation 105,749
Stock-based compensation 437,918
Total operating expenses 1,704,959
Loss from operations (1,067,724)
Other income (expense) (35,078)
Loss before income taxes (1,102,802)
Income tax expense (2,065)
Net loss $(1,104,867)

In the first quarter of 2007, SIRIUS reclassified both broadcast and webstreaming royalties from programming and content expenses and revenue share from programming and content expenses and sales and marketing expenses to a separate line item, revenue share and royalties. In addition, SIRIUS reclassified bad debt expense from general and administrative expenses to customer service and billing expenses. Certain amounts in the prior period annual and quarterly consolidated financial statements have been reclassified to conform to the current period presentation. Included above are the non- GAAP condensed consolidated statements of operations for 2006 that reflects these reclassifications.

SIRIUS SATELLITE RADIO INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)
For the Three Months
Ended June 30,
2007 2006
Revenue:
Subscriber revenue, including
effects of mail-in rebates $209,635 $137,641
Advertising revenue, net of agency fees 9,177 8,125
Equipment revenue 6,255 3,096
Other revenue 1,360 1,216
Total revenue 226,427 150,078
Operating expenses (excludes depreciation
shown separately below) (1):
Cost of services:
Satellite and transmission 7,337 18,496
Programming and content 54,311 68,622
Revenue share and royalties 29,841 16,958
Customer service and billing 21,618 15,866
Cost of equipment 8,636 3,467
Sales and marketing 45,614 52,831
Subscriber acquisition costs 105,665 130,563
General and administrative 38,471 32,555
Engineering, design and development 11,250 15,454
Depreciation 26,284 25,738
Total operating expenses 349,027 380,550
Loss from operations (122,600) (230,472)
Other income (expense):
Interest and investment income 4,753 8,873
Interest expense, net of amounts
capitalized (15,750) (15,660)
Equity in net loss of affiliate - -
Other income 5 9
Total other income (expense) (10,992) (6,778)
Loss before income taxes (133,592) (237,250)
Income tax expense (555) (578)
Net loss $(134,147) $(237,828)
Net loss per share (basic and diluted) $(0.09) $(0.17)
Weighted average common shares
outstanding (basic and diluted) 1,462,362 1,404,022

(1) Amounts related to stock-based
compensation included in other
operating expenses were as follows:
Satellite and transmission $621 $810
Programming and content 1,215 23,724
Customer service and billing 178 204
Sales and marketing 2,849 5,067
Subscriber acquisition costs 7 21,900
General and administrative 11,163 12,905
Engineering, design and development 984 2,679
Total equity granted to third
parties and employees $17,017 $67,289

For the Six Months
Ended June 30,
2007 2006
Revenue:
Subscriber revenue, including
effects of mail-in rebates $400,431 $252,822
Advertising revenue, net of agency fees 15,898 15,463
Equipment revenue 10,926 6,788
Other revenue 3,209 1,669
Total revenue 430,464 276,742
Operating expenses (excludes depreciation
shown separately below) (1):
Cost of services:
Satellite and transmission 15,323 26,699
Programming and content 114,309 368,356
Revenue share and royalties 56,975 30,485
Customer service and billing 43,471 33,728
Cost of equipment 17,928 6,932
Sales and marketing 83,776 87,312
Subscriber acquisition costs 205,782 249,606
General and administrative 73,814 64,428
Engineering, design and development 23,661 35,166
Depreciation 53,070 50,671
Total operating expenses 688,109 953,383
Loss from operations (257,645) (676,641)
Other income (expense):
Interest and investment income 10,795 18,810
Interest expense, net of amounts
capitalized (30,942) (32,784)
Equity in net loss of affiliate - (4,445)
Other income 10 19
Total other income (expense) (20,137) (18,400)
Loss before income taxes (277,782) (695,041)
Income tax expense (1,110) (1,331)
Net loss $(278,892) $(696,372)
Net loss per share (basic and diluted) $(0.19) $(0.50)
Weighted average common shares
outstanding (basic and diluted) 1,459,701 1,395,549

(1) Amounts related to stock-based
compensation included in other
operating expenses were as follows:
Satellite and transmission $1,277 $1,712
Programming and content 4,150 273,524
Customer service and billing 377 448
Sales and marketing 8,493 7,269
Subscriber acquisition costs 1,887 31,799
General and administrative 23,103 27,411
Engineering, design and development 1,990 9,712
Total equity granted to third
parties and employees $41,277 $351,875

SIRIUS SATELLITE RADIO INC. AND SUBSIDIARIES
BALANCE SHEET DATA
(Dollars in thousands)

As of
June 30, 2007 December 31, 2006
(Unaudited)
Cash, cash equivalents and
marketable securities $429,403 $408,921
Restricted investments 78,160 77,850
Working capital (142,176) (257,799)
Total assets 1,688,272 1,658,528
Long-term debt 1,315,339 1,068,249
Total liabilities 2,227,748 2,047,599
Accumulated deficit (4,112,612) (3,833,720)
Stockholders' deficit (539,476) (389,071)

SIRIUS SATELLITE RADIO INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
For the Three Months
Ended June 30,
2007 2006
Cash flows from operating activities:
Net loss $(134,147) $(237,828)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation 26,284 25,738
Non-cash interest expense 805 786
Provision for doubtful accounts 2,266 2,003
Non-cash equity in net loss of affiliate - -
(Gain) loss on disposal of assets 110 320
Impairment loss - 10,917
Stock-based compensation 17,017 67,289
Deferred income taxes 554 578
Changes in operating assets and liabilities:
Accounts receivable (12,029) (966)
Inventory (6,962) (9,656)
Receivables from distribution partners (5,943) 2,864
Prepaid expenses and other
current assets 18,752 (16,588)
Other long-term assets (11,855) (25,667)
Accounts payable and accrued expenses (3,300) 29,234
Accrued interest 12,466 11,620
Deferred revenue 38,538 29,389
Other long-term liabilities 1,544 1,052
Net cash used in operating activities (55,900) (108,915)
Cash flows from investing activities:
Additions to property and equipment (24,131) (22,284)
Sales of property and equipment 1 71
Purchases of restricted and other
investments - (2,032)
Purchases of available-for-sale
securities - (36,900)
Sales of available-for-sale
securities (4) 72,675
Net cash (used in) provided
by investing activities (24,134) 11,530
Cash flows from financing activities:
Long term borrowings, net of related costs 245,199 -
Proceeds from exercise of stock options 422 1,517
Net cash provided by
financing activities 245,621 1,517
Net (decrease) increase in cash and
cash equivalents 165,587 (95,868)
Cash and cash equivalents at the
beginning of period 259,162 630,831
Cash and cash equivalents at the
end of period $424,749 $534,963

For the Six Months
Ended June 30,
2007 2006
Cash flows from operating activities:
Net loss $(278,892) $(696,372)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation 53,070 50,671
Non-cash interest expense 1,559 1,547
Provision for doubtful accounts 4,354 3,780
Non-cash equity in net loss of affiliate - 4,445
(Gain) loss on disposal of assets 106 541
Impairment loss - 10,917
Stock-based compensation 41,277 351,875
Deferred income taxes 1,109 1,331
Changes in operating assets and liabilities:
Accounts receivable (5,390) 8,986
Inventory (7,435) (10,854)
Receivables from distribution partners (13,512) (5,823)
Prepaid expenses and other
current assets 9,579 (29,659)
Other long-term assets (14,779) (25,088)
Accounts payable and accrued expenses (51,111) (15,986)
Accrued interest 703 1,160
Deferred revenue 60,269 73,847
Other long-term liabilities 9,246 8,595
Net cash used in operating activities (189,847) (266,087)
Cash flows from investing activities:
Additions to property and equipment (36,589) (27,780)
Sales of property and equipment 97 123
Purchases of restricted and other
investments (310) (4,901)
Purchases of available-for-sale
securities - (108,500)
Sales of available-for-sale
securities 10,846 177,125
Net cash (used in) provided
by investing activities (25,956) 36,067
Cash flows from financing activities:
Long term borrowings, net of related costs 245,199 -
Proceeds from exercise of stock options 1,932 2,976
Net cash provided by
financing activities 247,131 2,976
Net (decrease) increase in cash and
cash equivalents 31,328 (227,044)
Cash and cash equivalents at the
beginning of period 393,421 762,007
Cash and cash equivalents at the
end of period $424,749 $534,963

FOOTNOTES TO PRESS RELEASE AND TABLES FOR NON-GAAP FINANCIAL MEASURES

This press release, including the selected financial information above, includes the following non-GAAP financial measures: average monthly churn; SAC per gross subscriber addition; customer service and billing expenses per average subscriber; free cash flow; average monthly revenue per subscriber, or ARPU; adjusted loss from operations; adjusted net loss; and adjusted net loss per share. The definitions and usefulness of such non-GAAP financial measures are as follows (dollars in thousands, unless otherwise stated):

(1) SIRIUS defines average monthly churn as the number of deactivated
subscribers divided by average quarterly subscribers.

(2) SIRIUS defines SAC per gross subscriber addition as subscriber
acquisition costs, excluding stock-based compensation, and margins
from the direct sale of SIRIUS radios and accessories divided by the
number of gross subscriber additions for the period. SAC per gross
subscriber addition is calculated as follows:

For the Three Months For the Six Months
Ended June 30, Ended June 30,
2007 2006 2007 2006
Subscriber acquisition
costs $ 105,665 $ 130,563 $ 205,782 $ 249,606
Less: stock-based
compensation (7) (21,900) (1,887) (31,799)
Add: margin from direct
sales of SIRIUS radios
and accessories 2,381 371 7,002 144
SAC $ 108,039 $ 109,034 $ 210,897 $ 217,951
Gross subscriber
additions 1,002,145 830,571 1,990,603 1,791,181
SAC per gross
subscriber addition $ 108 $ 131 $ 106 $ 122

(3) SIRIUS defines customer service and billing expenses per average
subscriber as 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
per average subscriber is calculated as follows:

For the Three Months For the Six Months
Ended June 30, Ended June 30,
2007 2006 2007 2006

Customer service and
billing expenses $21,618 $15,866 $43,471 $33,728
Less: stock-based
compensation (178) (204) (377) (448)
Customer service and
billing expenses,
as adjusted $21,440 $15,662 $43,094 $33,280
Daily weighted average
number of
subscribers 6,811,750 4,354,447 6,554,943 4,070,075
Customer service and
billing expenses, as
adjusted, per
average subscriber $1.05 $1.20 $1.10 $1.36

(4) SIRIUS defines free cash flow as cash flow from operating activities,
capital expenditures and restricted and other investment activity.
Free cash flow is calculated as follows:

For the Three Months For the Six Months
Ended June 30, Ended June 30,
2007 2006 2007 2006
Net cash used in
operating activities $(55,900) $(108,915) $(189,847) $(266,087)
Additions to property
and equipment (24,131) (22,284) (36,589) (27,780)
Restricted and other
investment activity - (2,032) (310) (4,901)
Free cash flow $(80,031) $(133,231) $(226,746) $(298,768)

(5) SIRIUS defines ARPU as the 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:

For the Three Months For the Six Months
Ended June 30, Ended June 30,
2007 2006 2007 2006

Subscriber revenue $209,635 $137,641 $400,431 $252,822
Net advertising
revenue 9,177 8,125 15,898 15,463
Total subscriber and
net advertising
revenue $218,812 $145,766 $416,329 $268,285
Daily weighted
average number
of subscribers 6,811,750 4,354,447 6,554,943 4,070,075
ARPU $10.71 $11.16 $10.59 $10.98

(6) SIRIUS believes average monthly churn; SAC per gross subscriber
addition; customer service and billing expenses per average
subscriber; free cash flow; and ARPU provide meaningful information
regarding operating performance and liquidity and are used for
internal management purposes; when publicly providing the business
outlook; as a means to evaluate period-to-period comparisons; and to
compare the company's performance to that of its competitors. SIRIUS
also believes that investors use current and projected metrics to
monitor performance of the business and make investment decisions.

SIRIUS believes the exclusion of stock-based compensation expense in
the calculations of SAC per gross subscriber addition and customer
service and billing expenses per average subscriber is useful given
the significant variation in expense that can result from changes in
the fair market value of SIRIUS common stock, the effect of which is
unrelated to the operational conditions that give rise to variations
in the components of subscriber acquisition costs and customer service
and billing expenses. Specifically, the exclusion of stock-based
compensation expense in the calculation of SAC 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 for, or superior
to measures of financial performance prepared in accordance with GAAP.

(7) SIRIUS refers to net loss before taxes; other income (expense) -
including interest and investment income, interest expense, equity in
net loss of affiliate; depreciation; impairment charges; and stock-
based compensation expense as adjusted loss from operations. Adjusted
loss from operations is not a measure of financial performance under
GAAP. The company believes adjusted loss from operations is a useful
measure of its operating performance. The company uses adjusted loss
from operations for budgetary and planning purposes; to assess the
relative profitability and on-going performance of consolidated
operations; to compare performance from period to period; and to
compare performance to that of its competitors. The company also
believes adjusted loss from operations is useful to investors to
compare operating performance to the performance of other
communications, entertainment and media companies. The company
believes that investors use current and projected adjusted loss from
operations to estimate the current or prospective enterprise value and
make investment decisions.

Because the company funds and builds-out its satellite radio system
through the periodic raising and expenditure of large amounts of
capital, results of operations reflect significant charges for
interest and depreciation expense. The company believes adjusted loss
from operations provides useful information about the operating
performance of the business apart from the costs associated with the
capital structure and physical plant. The exclusion of interest
expense and depreciation is useful given fluctuations in interest
rates and significant variation in depreciation 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. The company believes 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. The company also believes 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 the
company's common stock. Finally, the company believes that the
exclusion of equity in net loss of affiliate (SIRIUS Canada, Inc.) is
useful to assess the performance of its core consolidated operations
in the continental United States. To compensate for the exclusion of
taxes, other income (expense), depreciation, impairment charges and
stock-based compensation expense, the company separately measures and
budgets for these items.

There are material limitations associated with the use of adjusted
loss from operations in evaluating the company compared with net loss,
which reflects overall financial performance, including the effects of
taxes, other income (expense), depreciation, impairment charges and
stock-based compensation expense. The company uses 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 the
operating results after giving effect for these costs, should refer to
net loss as disclosed in the unaudited consolidated statements of
operations. Since adjusted loss from operations is a non-GAAP
financial measure, the 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 in accordance with GAAP.

(8) SIRIUS refers to adjusted net loss and adjusted net loss per share as
net loss per share excluding impairment charges and stock-based
compensation expense. Adjusted net loss and adjusted net loss per
share are not measures of financial performance under GAAP. The
company believes adjusted net loss and adjusted net loss per share are
useful to investors to compare its operating performance to the
performance of other communications, entertainment and media
companies. The company believes the exclusion of impairment charges is
appropriate for comparability purposes as the existence, amount and
timing of impairment charges can vary from period to period and can
vary widely across different industries or among companies within the
same industry. The company also believes 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 the
company's common stock.

There are material limitations associated with the use of adjusted net
loss and adjusted net loss per share in evaluating the company
compared with net loss and net loss per share, which reflects overall
financial performance, including the effects of impairment charges and
stock-based compensation expense. The company uses adjusted net loss
and adjusted net loss per share 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 the operating results after giving effect for these costs,
should refer to net loss and net loss per share as disclosed in the
unaudited consolidated financial statements of operations. Since
adjusted net loss and adjusted net loss per share are non-GAAP
financial measures, the calculation of adjusted net loss and adjusted
net loss per share 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.

About SIRIUS

SIRIUS, "The Best Radio on Radio," delivers more than 130 channels of the best programming in all of radio. SIRIUS is the original and only home of 100% commercial free music channels in satellite radio, offering 69 music channels. SIRIUS also delivers 65 channels of sports, news, talk, entertainment, traffic, weather and data. SIRIUS is the Official Satellite Radio Partner of the NFL, NASCAR and NBA, and broadcasts live play-by-play games of the NFL and NBA, as well as live NASCAR races. All SIRIUS programming is available for a monthly subscription fee of only $12.95.

SIRIUS Internet Radio (SIR) is a CD-quality, Internet-only version of the SIRIUS radio service, without the use of a radio, for the monthly subscription fee of $12.95. SIR delivers more than 80 channels of talk, entertainment, sports, and 100% commercial free music.

SIRIUS products for the car, truck, home, RV and boat are available in more than 25,000 retail locations, including Best Buy, Circuit City, Crutchfield, Costco, Target, Wal-Mart, Sam's Club, RadioShack and at shop.sirius.com.

SIRIUS radios are offered in vehicles from Audi, Bentley, BMW, Chrysler, Dodge, Ford, Infiniti, Jaguar, Jeep(R), Land Rover, Lexus, Lincoln, Mercury, Maybach, Mazda, Mercedes-Benz, MINI, Mitsubishi, Nissan, Rolls Royce, Scion, Toyota, Volkswagen, and Volvo. Hertz also offers SIRIUS in its rental cars at major locations around the country.

Click on www.sirius.com to listen to SIRIUS live, or to purchase a SIRIUS radio and subscription.

This communication 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' 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 stockholders 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' and XM's results to differ materially from those described in the forward-looking statements can be found in SIRIUS' and XM's Annual Reports on Form 10-K for the year ended December 31, 2006, and Quarterly Reports on Form 10-Q for the quarter ended March 31, 2007, 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 communication.

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 has filed with the SEC a Registration Statement on Form S- 4 containing a preliminary Joint Proxy Statement/Prospectus and each of SIRIUS and XM plans 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 PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS AND THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, AS WELL AS 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 can obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus and other documents filed with the SEC by SIRIUS and XM through the web site maintained by the SEC at 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 Sirius Satellite Radio Inc., 1221 Avenue of the Americas, 36th Floor, New York, NY 10020, Attention: Investor Relations or by directing a request to XM Satellite Radio Holdings Inc., 1500 Eckington Place, N.E. 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' 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, 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, 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 17, 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 preliminary Joint Proxy Statement/Prospectus filed with the SEC.

E-SIRI

Contact Information for Investors and Financial Media:

Paul Blalock Hooper Stevens
SIRIUS SIRIUS
212.584.5174 212.901.6718
pblalock@siriusradio.comhstevens@siriusradio.com

First Call Analyst:
FCMN Contact: sresendez@siriusradio.com

Photo: NewsCom:

http://www.newscom.com/cgi-bin/prnh/19991118/NYTH125
PRN Photo Desk, photodesk@prnewswire.com
Source: SIRIUS Satellite Radio

CONTACT: Paul Blalock, +1-212-584-5174, pblalock@siriusradio.com, or
Hooper Stevens, +1-212-901-6718, hstevens@siriusradio.com, both of SIRIUS

Web site:

http://www.sirius.com/

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Profile: intent