Record Automotive Additions Fuel Year-Over-Year Gains in Revenue
and Subscribers; First Quarter Ending Subscribers Exceed 9.3 Million

XM-Sirius Merger Passes Department of Justice Antitrust Scrutiny

XM Satellite Radio Holdings Inc. today announced
earnings for the three-month period ended March 31, 2008. Revenue for
the first quarter 2008 rose to $308 million, a nearly 17 percent
increase over first quarter 2007 revenue of $264 million.

XM ended first quarter 2008 with 9.33 million subscribers, an 18
percent increase, compared to 7.91 million subscribers at the end of
first quarter 2007. This growth was driven by a 49 percent
year-over-year increase in the number of gross additions through the
automotive (OEM) channel. First quarter 2008 OEM gross additions were
802 thousand, compared to 537 thousand in first quarter 2007.

“In first quarter 2008 we delivered the largest number of new
customers from the automotive channel in XM’s history, marking the
fourth consecutive quarter of record OEM gross additions,” said Nate
Davis, president and chief executive officer of XM Satellite Radio.
“XM’s ongoing investment in the OEM channel is paying dividends in the
form of record customer additions and continued revenue growth as our
OEM partners further expand XM’s reach to millions of consumers.”

In first quarter 2008, XM reported total gross additions of 1.034
million, and 303 thousand net subscriber additions, compared to 868
thousand gross additions and 285 thousand net subscriber additions in
first quarter 2007.

First quarter 2008 adjusted operating loss was $30.7 million,
compared to a loss of $27 million in first quarter 2007. The first
quarter 2008 adjusted operating loss includes $3.5 million of merger
related expenses, compared to $9.2 million in first quarter 2007.

XM’s first quarter 2008 net loss was $129 million, compared to a
first quarter 2007 net loss of $122 million. For a reconciliation of
XM’s net loss to adjusted operating loss, see the attached financial
schedules.

In first quarter 2008, XM’s subscriber acquisition costs (SAC), a
component of cost per gross addition (CPGA), were $73, compared to $65
in first quarter 2007. CPGA in first quarter 2008 fell below $100 to
$99 for the first time since third quarter 2006 and compares to $103 in
first quarter 2007.

XM continued to maintain stability in key operating metrics of
conversion and churn, both of which improved year over year. First
quarter 2008 conversion was 53.3 percent, compared to first quarter
2007 conversion of 51.5 percent. First quarter 2008 churn was 1.77
percent, compared to first quarter 2007 churn of 1.78 percent.

As of March 31, 2008, the company had total available liquidity of
nearly $425 million comprised of approximately $212 million in cash and
cash equivalents, $62.5 million remaining on its $250 million secured
credit facility and a $150 million credit facility with General Motors.

During first quarter 2008 XM continued to grow its automotive
customer base and, in addition to record volumes, achieved the
following:

  --  XM's OEM partners produced approximately 1 million new XM-equipped      vehicles in the first quarter 2008 alone, compared to 690 thousand in      first quarter 2007. XM unveiled its groundbreaking NavWeather Service      and announced that the real-time, weather tracking system for in-dash      GPS navigation will debut on the 2009 Acura RL and Acura TSX;

  --  The first Toyota brands with factory-equipped XM arrived at      dealerships nationwide.  The all-new 2009 Toyota Corolla and Matrix      are now available with factory-installed XM Radio;

  --  In the first quarter, award-winning XM NavTraffic expanded its      availability to include 2009 model year vehicles from Toyota, Infiniti      and Hyundai. More recently, GM announced NavTraffic availability in 22      of its 2009 model year vehicles. Altogether XM NavTraffic will be      available in more than 40 Honda, GM, Toyota, Nissan and Hyundai 2009      model year vehicles.

During first quarter 2008 the company continued to enhance its industry- leading programming:

  --  XM launched its fourth season as the exclusive satellite radio      provider of Major League Baseball, airing every game for every team to      fans nationwide;

  --  XM recently completed its first season of carrying every NHL game for      every team and is now airing every game of the Stanley Cup playoffs;

  --  XM wrapped its first season as the official satellite radio network of      the six BCS conferences with the exclusive satellite radio broadcast      of the BCS National Championship Game;

  --  XM announced it would be the exclusive satellite provider of The      Masters golf tournament for the third consecutive year, providing more      live radio coverage of the event than any other media outlet;

  --  The XM Sports Nation channel added two of the biggest names in sports      talk - Dan Patrick and Tony Kornheiser;

  --  XM and ESPN launched the ESPN Xtra channel, featuring premier ESPN      Radio shows from major cities, as well as new content produced by ESPN      exclusively for XM listeners;

  --  XM's presidential election channel POTUS '08 won critical acclaim for      its round-the-clock coverage of the presidential primaries;

  --  XM announced a partnership with EWTN, the world's largest religious      media network, to create a micro channel devoted to Pope Benedict's      first visit to the United States;

  --  XM introduced two new micro channels, one dedicated to the 25th      anniversary of Michael Jackson's landmark album "Thriller," the other      dedicated to country music legend George Strait and timed for his      chart-topping album release;

  --  XM's exclusive Oprah & Friends channel was honored with three national      Gracie Awards by the American Women in Radio and Television (AWRT),      which recognize exemplary programming created for women, by women and      about women in all facets of electronic media.

  Merger Update

On March 24, 2008, the U.S. Department of Justice informed XM and
Sirius that it had ended its investigation into their pending merger
without taking action to block the transaction. That decision means the
DOJ concluded the merger is not anti-competitive and that it will allow
the transaction to proceed. The companies each obtained stockholder
approval in November 2007. The pending merger is still subject to
approval by the Federal Communications Commission.

Webcast and Conference Call Information

XM will host an earnings conference call to discuss its first
quarter 2008 financial results today, May 12, at 10:00 AM Eastern Time.
Prior to the call, you can access XM Radio’s first quarter 2008 results
on the Company’s website at http://www.xmradio.com/.
To listen to the conference call via telephone, please call one of the
following numbers approximately 10 minutes prior to the planned start
of the call:

    Call-in number:               (877) 265-5808    Local call-in number:         (706) 679-7931    Conference ID#:               46660772

The conference call can also be accessed through a live webcast on the Company’s website at http://www.xmradio.com/(click
on “Investor Info” link at the bottom of the page). The webcast of the
call will also be archived on the Company’s Web site. A replay of the
conference call will be available after 11:30 a.m. ET on May 12 until
August 12 via the following numbers:

    Playback Numbers:               (800) 642-1687    Local playback number:          (706) 645-9291    Conference ID#:                 46660772

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