0

This presentation contains forward-looking statements within the meaning of

the Securities Act of 1933, as amended, and the Securities Exchange Act of
1934, as amended, that are subject to risks, uncertainties, and other factors
that could cause the Company’s actual results, performance or achievements
to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such
factors include, among others, the following: the effects of economic
conditions, competition, changing marketplace conditions, programming
availability and quality, technological developments, developmental difficulties
and delays, the availability of capital to finance growth, the impact of
government regulations and investigations, litigation, product availability, the
potential need to increase marketing expenses and other factors detailed,
from time to time, in the Company’s filings with the Securities and Exchange
Commission. These forward-looking statements speak only as of the date of
this presentation. The Company expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-
looking statements contained herein to reflect any change in the Company’s
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
 Why Satellite Radio?

„ Consumers continue looking for alternatives to

traditional radio offerings 18
X Advertising overload
16
X Limited music formats (e.g. no country in LA or NYC)
14
„ Satellite Radio is an ideal alternative to traditional

Subs (millions)
12
radio
X Live spontaneity of radio with wide programming variety
XMSR 10
and high quality
X Growth to date suggests solid value proposition 8

6
„ Result:
More than 17 million subscribers 4
SIRI
since launch 2

0
1Q02 3Q02 2Q03 4Q03 2Q04 4Q04 2Q05 4Q05 2Q06 4Q06 2Q07 4Q07
 Unparalleled OEM Distribution

XM Factory Installation Partners „ U.S. auto sales have ranged

~ 61% Share of US Auto Market1 16M – 17M annually for the
past ten years

„ XM is partnered with the largest

and fastest growing automakers
who account for 61% US Auto
Market
Other
„ XM partners’ market share has
increased from 55% in 2002 to
61% in 2007

Source: Global Insight, January 2008

Note: 1 For calendar year 2007
OEM Factory Installs 2007 & Beyond
Cumulative XM Installs > 9M

„ 2007 (model year) – 650+ installed by Honda,

Acura

„ 2008 (model year) – 2.5 Million installs by GM

„ 2008 (model year) – Hyundai standard

„ 2008 (model year) – 500K installs by Nissan,

Infiniti

„ 2010 (model year) – 1 Million installs by Toyota,

Lexus
Growth Shifts to the New Car Market

XM Gross Additions

74%
68%
64% 66%
62%
56%
51% 51% 49%
49%
44%
36% 38%
34% 32%
26%
Retail
OEM

1Q 06 2Q 06 3Q 06 4Q 06 1Q 07 2Q 07 3Q07 4Q07
 New Car Adoption Accelerates

„ Satellite radio factory-install penetration ramp faster than CD players

X 4 yrs to 17% penetration for satellite radio vs. over 7 yrs for CD players

40%
Factory Installed CD as a % of Total Vehicles
35%
30% Factory Installed Satellite Radio as a % of Total Vehicles
25%
20%
15%
10%
5%
0%
Year 0 Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9

Source: UBS Estimates and Ward’s Automotive

 Leveraging XM Business Model
Pre-Marketing Adj. Operating Income*

$338**

„ Pre-marketing Adj. Operating $350

$253

Income $300

X Positive since 2005 $250

$200
X Sustained growth as subscribers $62

Millions
$150
increase $100
$50
„ XM cleared a number of legal and $0
regulatory overhangs in 2007 that ($50) ($21)
have remained since 2006. ($100)
($101)
($150)
2003 2004 2005 2006 2007

*Pre-Marketing Adj. Operating Income is “Adjusted Operating Income/Loss” plus “Total Marketing”, less “Retention and Support”.
**2007 Pre-Marketing Adj. Operating Income was normalized for one-time events such as merger-related costs, CEO severance, device and record label settlements and elevated legal costs.
 Churn and Conversion - Stable

Self-Pay Churn Rate

„ Churn rate steady –

evidence of effective investment in
1.8% 1.8% 1.8% 1.8% 1.8%
1.6% 1.7% 1.7%

customer care and underlying

value proposition
1Q 06 2Q 06 3Q 06 4Q 06 1Q 07 2Q 07 3Q 07 4Q 07

OEM Subscriber Conversion Rate

54.3% 54.5% 52.2%

52.4% 52.7% 52.5% 53.9%
51.5%
„ Conversion rate steady –
despite steady increase in OEM
penetration/factory installations
1Q 06 2Q 06 3Q 06 4Q 06 1Q 07 2Q 07 3Q 07 4Q 07
 Liquidity
(In Millions)
Total Liquidity as of ’07 YE
$557
„ Total YE liquidity $557 Million
$600
XCash $157 Million
$500 GM Credit XBank Revolver $250 Million
$150 Facility XDrew $187.5 Million on 02/27/08
$400 XGM Credit Facility $150 Million
Bank Revolver
$300
$250 „ Satellite CapEx nearly finished
$200
XXM-4 launched 10/01/06

$100 Cash
$157
$0

As of 12/31/2007
XM-SIRIUS Merger
 XM-Sirius Merger Transaction Overview

Transaction Tax-free, all-stock merger of equals

Pro Forma Ownership ~50% XM shareholders; ~50% Sirius shareholders

Leadership Gary Parsons, Chairman

Mel Karmazin, CEO

Board Composition 12 directors: Chairman, CEO, 4 independent members

designated by each company
OEMs represented by GM and Honda board seats

Anticipated Close Subject to regulatory approval

Approvals Regulatory approvals

 Merger Milestones

„ Concluded FCC comment period with significant public support for

merger

„ Proposed post-merger service offering

X More Choices
X Lower Prices
X New a la carte options

„ Certified substantial compliance with the DOJ 2nd request

„ Shareholder approval received on November 13, 2007

XM & SIRIUS to Offer A La Carte Programming
„ The 1st time American consumers have had the
opportunity to choose an a la carte subscription
package
X A la carte packages beginning at $6.99
X “Best of Both” XM and SIRIUS available for $16.99
X “Family Friendly” options to block explicit content and receive a
price credit
X “Mostly Music” or “Just News & Sports” packages for $9.99
X The current XM channel package will remain at $12.95
 Broad Merger Support
Examples:
„ Associations
X ٠American Trucking Associations ٠ The Heritage Foundation
X ٠Competitive Enterprise Institute ٠ Hispanic Federation
X ٠Parents Television Council ٠League of Rural Voters
X ٠National Council of Women ٠NAACP
X ٠Club for Growth

„ Editorials
X USA Today; Washington Times; Chicago Tribune; Rocky Mountain
News; The Economist; LA Times; Wall Street Journal; Washington
Post
„ Partners
X Honda; Best Buy; Circuit City; Crutchfield; Radio Shack; Toyota;
Hyundai; General Motors
„ Economists and Former Commissioners
X FCC – Reed Hundt; Mark Fowler; Thomas Hazlett, Harold Furchtgott-Roth
 Summary

„ Large and High-Growth Market Opportunity

„ Outstanding Content with Broad Mass Market Appeal
„ Diversified Distribution Partners
„ Merger Presents Unique Opportunity