Annual Meeting of Stockholders

December 18, 2008

JOHN MADDEN

TONY STEWART

MARTHA STEWART

HOWARD STERN

BOB DYLAN

FRANK SINATRA

BRUCE SPRINGSTEEN

JAMIE FOXX

CAL RIPKEN

OPRAH WINFREY

Quote of the Week

“The historic slowdown in the economy
and its effect on our business over the
past 90 days have been the most
challenging consumer environment our
company has ever faced.”

                                    - Best Buy CEO Brad Anderson

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Scale creates greater operating leverage

Source: Company filings

Ranks among largest U.S. subscription media
businesses

Total subscribers as of 3Q08 (millions)

6

3.3

5.5

13.2

13.8

17.3

18.9

24.4

Cablevision

Charter

Time Warner
Cable

Dish Network

DirecTV

SIRIUS XM

Comcast

OEM industry sales and gross add trends

Source: Company filings and estimates

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16.6

3.6

16.2

5.3

13.2

5.8

2006

2007

2008E

OEM Industry Sales (millions)

SIRIUS XM OEM Gross Adds (millions)

Lower headcount driven by merger
efficiencies

Total company headcount will be 22% lower by year-end 2008

Source: Company estimates.

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2,058

1,600

Ending 2008

Pre-Merger

November channel rationalization - reduced
costs and improved user experience

Line-ups largely combined - best audio experience being made
available to both SIRIUS and XM listeners at no extra cost, and with no
new hardware required

Total cost savings of over $35 million annually (<10k consumer
cancellations)

Music

Before - total production of 130 music channels;

After - total of 67 channels

SIRIUS and XM both feature 69 commercial-free music channels, 63
of which are shared

Talk & Sports

Before - total production of 164 talk/sports channels;

After - total of 147 channels

SIRIUS now has 75 talk/sports channels; XM now has 134 (part time
channels are included in XM totals); 38 shared channels

Note: Figures exclude Clear Channel produced channels and Canadian channels.

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Combined OEM penetration as a percentage of U.S. auto sales

Source: Global Insight estimate as of June 2008 and company filings.  Actual 2008 and 2009 numbers may differ materially.

Penetration gains at every major automaker

Penetration gains expected to continue to drive net subscriber additions

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15%

22%

33%

45%

50%+

2005

2006

2007

2008E

2009E

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Synergies: approx. $425 mm in 2009 and
growing

Expected approximate 2009 synergies:

Satellite & Transmission:  $20 mm

Programming:  $60 mm

Customer Service & Billing:  $20 mm

SAC:  $50 mm

Sales & Marketing:  $150 mm

General & Administrative:  $50 mm

Research & Development:  $25 mm

Revenue Synergies:  $40 mm

Capital Expenditures:  $10 mm

Synergies expected to grow in 2010 and beyond

Current long range guidance

Subs (millions), $s in
billions

Guidance
2009

Guidance
2010

Guidance

2011

Guidance

2012

Guidance
2013

Ending Subscribers

20.6

22.1

24.0

26.2

28.4

Total 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

Source: Company filings and estimates.  See slide at back for GAAP reconciliations.

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2009 Debt Maturities

Debt Instrument

Due Date

Amount

(millions)

SIRIUS

  2.5% Convertible Notes

Feb-09

$209

  8.75% Convertible Notes

Sep-09

$2

XM

  Revolving Credit Facility

May-09

$250

  UBS Term Loan

May-09

$100

  10% Convertible Notes

Dec-09

$400

  10% Secured Conv. Notes

Dec-09

   $33

Total debt maturing in 2009

$995

Source: Company filings

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JPMorgan and Evercore working on overall financing plan

3 areas of activity:

Operational improvements

Existing debt holder discussions

New investor discussions

Looking to complete all by March 1

Capital structure initiatives

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Best practices implementation at call centers and in
retention programs should over time improve churn
and conversion rates

Employee head count down significantly

Significant reduction in marketing spending

Rationalization of price points for aftermarket products

Benefits of the merger are significant

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Management priorities

Resolving 2009 liquidity

Maximizing synergies, EBITDA, and FCF

Maintaining growth

Enhancing shareholder value

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Disclaimer on forward-looking statements

The guidance contained herein are based upon a number of assumptions and estimates that, while considered reasonable by us when taken as a whole, are
inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control.  In addition, the
guidance is based upon specific assumptions with respect to future business conditions, some or all of which will change.  The guidance, like any forecast, is
necessarily speculative in nature and it can be expected that the assumptions upon which the guidance is based will not prove to be valid or will vary from actual
results.  Actual results will vary from the guidance and the variations may be material.  Consequently, the guidance should not be regarded as a representation by us
or any other person that the subscribers, synergies, revenue, and adjusted EBITDA will actually be achieved.  You are cautioned not to place undue reliance on this
information.

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 and XM, 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 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, 2007 and their
respective Quarterly Reports on Form 10-Q for the quarter ended September 30, 2008, 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.

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