Sirius XM Radio (SIRI)

The Senior Notes are unsecured obligations of the company. SIRIUS intends to use the net proceeds from the offering to redeem all of its outstanding 15% Senior Secured Discount Notes due 2007 and 14½% Senior Secured Notes due 2009. The balance of the net proceeds will be used for general corporate purposes.

The notes are being offered by the initial purchasers solely to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and outside the United States in compliance with Regulation S under the Securities Act.

The securities have not been registered under the Securities Act, or any state securities laws, and may not be offered or sold in the United States absent registration, except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

This announcement is neither an offer to sell nor a solicitation to buy any of these securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

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SIRIUS intends to use the net proceeds from the offering to redeem all of its outstanding 15% Senior Secured Discount Notes due 2007 and 14½% Senior Secured Notes due 2009. The balance of the net proceeds will be used for general corporate purposes.

The securities have not been registered under the Securities Act, or any state securities laws, and may not be offered or sold in the United States absent registration, except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

This announcement is neither an offer to sell nor a solicitation to buy any of these securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

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As of June 30, 2005, SIRIUS had 1,814,626 subscribers. The second quarter subscriber figure reflects net additions of 365,931 subscribers, a 184% increase over the year-ago figure of 128,678 net additions.

For the third time this year, the company is raising its 2005 year-end subscriber guidance. SIRIUS now expects to have 3 million subscribers at year-end, up from previous guidance of approximately 2.7 million subscribers. The company attributes its revised outlook to continued momentum in the retail and automotive OEM distribution channels, and expectations of strong consumer demand for SIRIUS’ exclusive programming, including the NFL, Martha Stewart Living Radio and Howard Stern, as well as the continued appeal of its commercial-free music.

“Our great second quarter results clearly indicate that momentum for SIRIUS is accelerating,” said Mel Karmazin, CEO of SIRIUS. “We beat Wall Street consensus expectations on all important metrics through a continuing focus on sound business execution, while maintaining low churn and very high levels of customer satisfaction. Plus, our automotive channel showed very strong results and consumers responded favorably to our second quarter retail promotion. Going into the second half of the year, we believe that creative new programming, additional automotive factory programs and the introduction of exciting new products will continue to drive our strong growth for the future.”

SIRIUS reported record revenue of $52.2 million for the second quarter of 2005, a 295% increase over the $13.2 million reported for the year-ago quarter. Average monthly churn during the second quarter of 2005 was 1.4%.

The company reported subscriber acquisition costs (SAC) per gross subscriber addition of $160 for the second quarter of 2005, a 32% improvement over SAC per gross subscriber addition of $234 in the year-ago quarter.

During the second quarter of 2005, SIRIUS added 244,985 net subscribers from its retail channel, a 137% increase over 103,201 retail net additions in the year-ago quarter, and a 23% sequential increase over 198,558 retail net additions in the first quarter of 2005. The company also added 121,664 net subscribers from its automotive OEM channel, a 375% increase over 25,636 net additions from that channel in the second quarter of 2004, and a 13% sequential increase over 107,855 automotive OEM net additions in the first quarter of 2005.

SIRIUS reported a net loss of ($177.5) million, or ($0.13) per share, for the second quarter of 2005 compared with a net loss of ($136.8) million, or ($0.11) per share, for the second quarter of 2004.

During the quarter, SIRIUS and the Ford Motor Company announced an agreement that extends SIRIUS' exclusive relationship with Ford through September 2011, with the option for Ford to extend the agreement through September 2013. Ford and SIRIUS also recently announced that Ford will offer SIRIUS as a factory installed option on select vehicles beginning in August of this year. Ford and Lincoln Mercury expect to generate up to one million SIRIUS subscribers over the 2006 and 2007 model years, and expect to significantly increase factory-installed volumes in the 2008 model year. DaimlerChrysler’s SIRIUS factory installation program continues to be on track, and they expect to produce more than 500,000 SIRIUS subscribers over the 2005 and 2006 model years.

SIRIUS continues to add more innovative programming to appeal to subscribers and advertisers. Beginning this month, SIRIUS will launch its second season of NFL play-by-play coverage as The Official Satellite Radio Partner of the NFL, and introduce Martha Stewart Living Radio and other new programming offerings. The company is also preparing for the arrival of Howard Stern in January 2006 and, in 2007, NASCAR.

As of March 31, 2005, SIRIUS had 1,448,695 subscribers, attributing the better-than-expected subscriber growth to robust retail sales and rapidly expanding sales in its automotive distribution channel. SIRIUS reported revenue of $43.2 million for the first quarter of 2005, a 365% increase over the $9.3 million for the year-ago quarter, driven by a 312% increase over the company’s subscriber base of 351,663 at the end of first quarter 2004.

The company is again raising its 2005 year-end subscriber estimate. SIRIUS now expects to have over 2.7 million subscribers at year-end, up from previous guidance of over 2.5 million, due to strong subscriber growth trends and continued robust demand for its service.

“Coming off a strong finish last year, we continued to see increased demand for SIRIUS during the first quarter,” said Mel Karmazin, CEO of SIRIUS. “Not only did we beat Wall Street consensus for subscriber and revenue growth, but we also registered our lowest churn ever, which clearly indicates a preference for our superior programming, as well as very high levels of customer satisfaction. Our strong results in the automotive channel are increasingly contributing to our subscriber growth, and we expect this momentum to build even further as more factory programs begin this year. Plus, with the addition of Martha Stewart Living Radio later this year, the arrival of Howard Stern next January and NASCAR in 2007, we believe demand for our service will continue to increase as we approach the launch of this exclusive content.”

The first quarter subscriber figure reflects net additions of 305,437 subscribers compared to 90,602 net additions in the first quarter of 2004, an increase of 237%. SIRIUS had an average monthly churn of 1.3% during the first quarter, the lowest since the launch of its service. The historically low churn reflects high customer satisfaction with SIRIUS’ premier programming. The company reported subscriber