Sirius XM Radio (SIRI)

Other Commitments

            In addition to the contractual cash commitments described above, we have entered into agreements with automakers, radio manufacturers and others that include per-radio and per-subscriber payments and revenue share arrangements. These future costs are dependent upon many factors and are difficult to anticipate; however, these costs may be substantial. We may enter into additional programming, distribution, marketing and other agreements that contain similar provisions.

            We are required under the terms of certain agreements to provide letters of credit and deposit monies in escrow, which place restrictions on our cash and cash equivalents. As of September 30, 2005 and December 31, 2004, $92,615 and $97,321, respectively, were classified as restricted investments as a result of our reimbursement obligations under these letters of credit and escrow arrangements.

            As of September 30, 2005, we have not entered into any off-balance sheet arrangements or transactions.

           In September 2005, SIRIUS Canada Inc., our Canadian affiliate, received notice that Canada’s Federal Cabinet had declined to reverse a decision to issue SIRIUS Canada a license to broadcast in Canada. This decision affirmed the earlier licensing ruling of the Canadian Radio-television and Telecommunications Commission (the “CRTC”) that authorized SIRIUS Canada to offer a satellite radio service in Canada. SIRIUS Canada is a Canadian corporation owned by Canadian Broadcasting Corporation, Standard Radio Inc. and us. SIRIUS Canada anticipates offering a satellite radio service in Canada in late 2005.

Other Commitments

      In addition to the contractual cash commitments described above, we have also entered into agreements with automakers, radio manufacturers and others that include per-radio and per-subscriber payments and revenue share arrangements. These future costs are dependent upon many factors and are difficult to anticipate; however, these costs may be substantial. We may enter into

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additional programming, distribution, marketing and other agreements that contain similar provisions.

      We are required under the terms of certain agreements to provide letters of credit and deposit monies in escrow, which place restrictions on our cash and cash equivalents. As of June 30, 2005 and December 31, 2004, $92,615 and $97,321, respectively, were classified as restricted investments as a result of our reimbursement obligations under these letters of credit and escrow arrangements.

      As of June 30, 2005, we have not entered into any off-balance sheet arrangements or transactions.

Other Commitments

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      In addition to the contractual cash commitments described above, we have also entered into agreements with automakers, radio manufacturers and others that include per-radio and per-subscriber payments and revenue share arrangements. These future costs are dependent upon many factors and are difficult to anticipate; however, these costs may be substantial. We may enter into additional programming, marketing and other agreements that contain similar provisions.

      We are required under the terms of certain agreements to provide letters of credit and deposit monies in escrow, which place restrictions on our cash and cash equivalents. As of December 31, 2004 and 2003, $97,321 and $8,747, respectively, were classified as restricted investments as a result of our reimbursement obligations under these letters of credit and escrow deposits.

      As of December 31, 2004, we have not entered into any off-balance sheet arrangements or transactions.