1 of 81

Charts

Technical Analysis

SIRI

Sirius Satellite Radio Inc.

Symbol SIRI

Last Trade 0.8163

Date Jan-28-2010

Change 0.08

Open 0.75

High 0.8163

Low 0.7457

Volume 108,835,600

2 of 81

Support/Resistance
Type supp supp supp supp supp supp supp supp supp supp supp supp supp supp Value 0.75 0.70 0.69 0.68 0.67 0.66 0.65 0.64 0.63 0.62 0.61 0.57 0.56 0.55 Conf. 4 4 4 2 2 2 6 7 2 9 3 8 2 12

Chart Indicators
Ind. EMA RSI TDD Fibs Lows short Inter Long VBu VBu VBu N Bu VBu VBu Bu N Bu N VBu N N

MACD VBu VBu VBu

Highs VBu Bu Trends N Stoch. VBe

Recent CandleStick Analysis Neutral

Date Jan-22-2010 Candle Hammer

Open Gaps
Direction up up Date Jan-28-2010 Jan-04-2010 range 0.74 to 0.7457 0.6 to 0.61

VBu=Very Bullish, &nbspBu=Bullish N=Neutral Be=Bearish, &nbspVBe=Very Bearish

Technical Analysis

Composite Indicator Trend Spotter

TM

Buy

Short Term Indicators 7 Day Average Directional Indicator 10 - 8 Day Moving Average Hilo Channel 20 Day Moving Average vs Price

Buy Buy Buy

3 of 81

20 - 50 Day MACD Oscillator 20 Day Bollinger Bands

Buy Hold

Short Term Indicators Average: 80% - Buy 20-Day Average Volume - 31223775 Medium Term Indicators Day Commodity Channel Index Day Moving Average vs Price - 100 Day MACD Oscillator Day Parabolic Time/Price

40 50 20 50

Buy Buy Buy Buy

Medium Term Indicators Average: 100% - Buy 50-Day Average Volume - 22911186 Long Term Indicators 60 Day Commodity Channel Index 100 Day Moving Average vs Price 50 - 100 Day MACD Oscillator

Buy Buy Buy

Long Term Indicators Average: 100% - Buy 100-Day Average Volume - 27493230 Overall Average: 96% - Buy Price 0.74 Support 0.70 Pivot Point 0.73 Resistance 0.76

Profile
Basics

Address: Telephone: Facsimile: Business Description:

1221 Avenue of the Americas, 36th floor New York, NY, US (212) 584-5100 (212) 584-5200 the SIRIUS system and the XM system. Website: Email: www.sirius.com

Details

CEO: Employees: Issue Type: Market Cap: Auditor: Last Audit:

Mel Karmazin 1640 CS 2,856,561,420 KPMG LLP UQ

Industry Classification

Sector: Industry: SIC:

SERVICES Broadcasting - Radio

NAICS: CIK:

515111 0000908937

4 of 81

Profitability

Gross Margin: EBIT Margin: Profit Margin:

58.3 -12.3 -24.8

Return on Equity: Return on Capital: Return on Assets:

NE -19.2 -8.3

Share Statistics

Outstanding: Short Interest: Short Int Ratio: Non-Corp. Insider Holdings: Bought Prev 3 Mo: Institution Holdings: Total Held: Bought Prev Mo:

3,858,653,816 57,249,331 as of (2009/12/31) 3.6 1.4% as of (2009/09) 0 19.7% as of (2009/09) 767,334,997 173,614,646

Float: % of Float: Sold Prev 3 Mo: Institutions: Sold Prev Mo:

3,836,582,923 1.5% 3,989,200 296 226,563,738

Insiders
Net Insider Date Eleven Months Ago Ten Months Ago Nine Months Ago Eight Months Ago Seven Months Ago Six Months Ago Five Months Ago Four Months Ago Three Months Ago Two Months Ago One Month Ago Current 2008/09 2008/10 2008/11 2008/12 2009/01 2009/02 2009/03 2009/04 2009/05 2009/06 2009/07 2009/08 Insider Shares Bought 6,629,581 2,000,000 0 3,465 3,465 3,465 0 0 9,973,000 9,973,000 9,973,000 0 Insider Shares Sold 0 0 0 59,475 59,475 457,653 405,993 405,993 1,103,896 3,090,681 4,087,981 3,989,200 Net Insider Transactions 6,629,581 2,000,000 0 -56,010 -56,010 -454,188 -405,993 -405,993 8,869,104 6,882,319 5,885,019 -3,989,200

Institutional
Institutional Holdings Date 2008/10 2008/11 2008/12 2009/01 2009/02 2009/03 2009/04 2009/05 2009/06 2009/07 2009/08 2009/09 Institutional Shares Bought 294,269,764 204,680,625 204,882,339 204,135,901 197,970,464 303,269,534 331,676,245 75,883,628 75,959,429 78,500,186 226,567,011 226,563,738 Institutional Shares Sold 160,653,132 371,069,336 371,076,456 338,345,794 250,452,677 249,497,745 254,570,573 322,030,490 321,542,922 372,390,118 173,536,649 173,614,646 Shrs Held By Institutions 1,606,218,838 1,148,017,257 1,147,981,226 1,156,809,965 957,942,629 1,122,978,078 1,141,429,489 841,363,360 840,438,693 817,612,181 770,396,482 767,334,997 Institutions Holding Shares 456 415 414 403 356 350 336 319 313 306 296 296

Eleven Months Ago Ten Months Ago Nine Months Ago Eight Months Ago Seven Months Ago Six Months Ago Five Months Ago Four Months Ago Three Months Ago Two Months Ago One Month Ago Current

5 of 81

Split Factor
Split Factor Date Nine Splits Ago Eight Splits Ago Seven Splits Ago Six Splits Ago Five Splits Ago Four Splits Ago Three Splits Ago Two Splits Ago One Split Ago Current 0000/00/00 0000/00/00 0000/00/00 0000/00/00 0000/00/00 0000/00/00 0000/00/00 0000/00/00 0000/00/00 0000/00/00 Split Facto 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000

Short Interest
Short Interest Date Eleven Months Ago Ten Months Ago Nine Months Ago Eight Months Ago Seven Months Ago Six Months Ago Five Months Ago Four Months Ago Three Months Ago Two Months Ago One Month Ago Current 2009/07/15 2009/07/31 2009/08/14 2009/08/31 2009/09/15 2009/09/30 2009/10/15 2009/10/30 2009/11/13 2009/11/30 2009/12/15 2009/12/31 Short Interest Shares 146,038,635 134,423,594 119,653,289 124,769,729 106,452,719 89,294,197 82,187,092 76,695,885 75,127,051 72,804,087 59,087,866 57,249,331 Short Interest Ratio 2.2 3.8 2.5 1.6 1.7 2.2 2.4 2.9 2.9 3.1 3.9 3.6

Financials
Balance Sheet
Assets (in Millions of US dollars)

12/2008 Cash and Equivalents Marketable Securities Accounts Receivable Loans Receivable Other Receivable 380 0 102 0 46

12/2007 439 0 44 0 60

12/2006 393 16 24 0 47

12/2005 762 142 32 0 0

12/2004 754 10 0 0 0

6 of 81

Receivables Raw Materials Work in Progress Purchased Components Finished Goods Other Inventories Inventories Adjustments & Allowances Inventories Prepaid Expenses Current Deferred Income Taxes Other Current Assets Total Current Assets Land & Improvements Building & Improvements Machinery, Furniture & Equipment Construction in Progress Other Fixed Assets Total Fixed Assets Gross Fixed Assets Accumulated Depreciation Net Fixed Assets Intangibles Cost in Excess Non-Current Deferred Income Taxes Other Non-Current Assets Total Non-Current Assets Total Assets

148 12 0 0 38 0 -26 24 67 0 173 793 38 99 1,674 475 145 2,432 2,432 729 1,703 2,772 1,835 0 387 6,698 7,491

104 10 0 0 20 0 0 30 31 0 75 679 0 38 1,111 175 55 1,379 1,379 573 806 84 0 0 125 1,015 1,694

71 16 0 0 18 0 0 35 53 0 50 617 0 36 1,025 102 117 1,280 1,280 469 810 84 0 0 147 1,041 1,659

32 0 0 0 14 0 0 14 18 0 43 1,011 0 30 1,118 28 30 1,206 1,206 378 828 84 0 0 162 1,074 2,085

0 0 0 0 0 0 0 0 13 0 34 811 0 29 1,105 5 23 1,162 1,162 281 881 84 0 0 182 1,147 1,958

Financials
Balance Sheet

Liabilities (in Millions of US dollars) 12/2008 Accounts Payable Notes Payable Short Term Debt Accrued Expenses Accrued Liabilities Deferred Revenues Current Deferred Income Taxes Other Current Liabilities Total Current Liabilities Long Term Debt Capital Lease Obligations Deferred Income Tax Other Non-Current Liabilities Minority Interest Preferred Securities of Subsidiary Trust Preferred Equity Outside Stock Equity Total Non-Current Liabilities Total Liabilities 878 0 400 0 76 985 0 68 2,407 2,852 0 2 1,329 0 0 0 5,075 7,482 12/2007 70 0 36 395 25 548 0 0 1,074 1,279 0 2 134 0 0 0 1,413 2,487 12/2006 26 0 0 412 25 412 0 0 875 1,068 0 2 104 0 0 0 1,173 2,048 12/2005 7 0 0 67 281 251 0 0 607 1,084 0 2 69 0 0 0 1,153 1,760 12/2004 6 0 0 177 6 81 0 0 270 656 0 0 31 0 0 0 687 957

7 of 81

Financials
Balance Sheet

Stockholder's Equity 12/2008 Preferred Stock Equity Common Stock Equity Common Par Additional Paid in Capital Cumulative Translation Adjustment Retained Earnings Treasury Stock Other Equity Adjustments Total Capitalization Total Equity Total Liabililites & Stock Equity 0 9 4 9,725 0 -9,712 0 -8 2,860 9 7,491 12/2007 0 -793 1 3,605 0 -4,399 0 0 486 -793 1,694 12/2006 0 -389 1 3,443 0 -3,834 0 0 679 -389 1,659 12/2005 0 325 1 3,079 0 -2,729 0 -27 1,409 325 2,085 12/2004 0 1,001 1 2,916 0 -1,866 0 -51 1,657 1,001 1,958

Financials
Income Statements

Income (in Millions of US dollars) 12/2008 Operating Revenue Total Revenues Adjustments to Revenue Cost of Sales Cost of Sales with Depreciation Gross Margin Gross Operating Profit Research & Development Selling/General/Admin Expense Advertising Operating Income EBITDA - Operating Profit before Depreciation Depreciation Depreciation Unreconciled Amortization Amortization of Intangibles Operating Income After Depreciation Interest Income Earnings from Equity Interest Other Income, Net Income, Acquired in Process R&D Income, Restructuring and M&A Other Special Charges Special Income/Charges EBIT - Total Income Avail for Interest Expense Interest Expense EBT - Pre-Tax Income Income Taxes -4,766 -4,777 -5,166 145 -5,311 2 0 0 -492 70 -563 2 0 0 -1,039 64 -1,103 2 -13 -13 -815 45 -861 2 0 0 -667 41 -708 4 1,664 1,664 0 865 863 0 799 40 816 0 -5,037 -58 203 204 0 0 -260 9 0 -138 0 12/2007 922 922 0 550 550 0 372 41 329 0 -513 1 107 107 0 0 -105 21 0 -408 0 12/2006 637 637 0 698 698 0 -61 70 831 0 -1,068 -962 106 106 0 0 -1,068 33 -4 0 0 12/2005 242 242 0 185 185 0 57 45 743 0 -829 -731 99 99 0 0 -829 27 0 0 0 12/2004 67 67 0 121 121 0 -54 31 498 0 -678 -583 95 95 0 0 -678 10 0 2 0

8 of 81

Minority Interest Preferred Securities of Subsidiary Trust Income Before Income Taxes Net Income from Continuing Operations Net Income from Discontinued Operations Net Income from Total Operations Extraordinary Income/Losses Income from Cum. Effect of Acct Change Income from Tax Loss Carryforward Other Gains/Losses Total Net Income Normalized Income Net Income Available for Common Preferred Dividends Excise Taxes

0 0 -5,311 -5,313 0 -5,313 0 0 0 0 -5,313 -537 -5,313 0 0

0 0 -563 -565 0 -565 0 0 0 0 -565 -565 -565 0 0

0 0 -1,103 -1,105 0 -1,105 0 0 0 0 -1,105 -1,105 -1,105 0 0

0 0 -861 -863 0 -863 0 0 0 0 -863 -850 -863 0 0

0 0 -708 -712 0 -712 0 0 0 0 -712 -712 -712 0 0

Financials
Income Statements

Results (in U.S. Dollars (Preferred Dividends in Millions) 12/2008 Basic EPS from Continuing Operations Basic EPS from Discontinued Operations Basic EPS from Total Operations Basic EPS from Extraordinary Income Basic EPS from Cum. Effect of Accounting Change Basic EPS from Tax Loss Carryforward Basic EPS from Other Gains/Losses Basic EPS Total Basic Normalized Net Income/Share Diluted EPS from Continuing Operations Diluted EPS from Discontinued Operations Diluted EPS from Total Operations Diluted EPS from Extraordinary Income Diluted EPS from Cum. Effect of Accounting Change Diluted EPS from Tax Loss Carryforward Diluted EPS from Other Gains/Losses Diluted EPS Total Diluted Normalized Net Income/Share Dividends Paid Per Share -2.45 0.00 -2.45 0 0 0 0 -0 -0 -2.45 0.00 -2.45 0 0 0 0 -0 -0 0.00 12/2007 -.39 0.00 -.39 0 0 0 0 -0 -0 -.39 0.00 -.39 0 0 0 0 -0 -0 0.00 12/2006 -.79 0.00 -.79 0 0 0 0 -0 -0 -.79 0.00 -.79 0 0 0 0 -0 -0 0.00 12/2005 -.65 0.00 -.65 0 0 0 0 -0 -0 -.65 0.00 -.65 0 0 0 0 -0 -0 0.00 12/2004 -.57 0.00 -.57 0 0 0 0 -0 -0 -.57 0.00 -.57 0 0 0 0 -0 -0 0.00

Financials

9 of 81

Cash Flow

Cash From Operating Activities (in Millions of US dollars) 12/2008 Net Income (Loss) Depreciation Amortization Amortization of Intangibles Deferred Income Taxes Operating (Gains) Losses Extraordinary (Gains) Losses (Increase) Decrease in Receivables (Increase) Decrease in Inventories (Increase) Decrease in Prepaid Expenses (Increase) Decrease in Other Current Assets (Increase) Decrease in Payables (Increase) Decrease in Other Current Liabilities (Increase) Decrease in Other Working Capital Other Non-Cash Items Net Cash from Continuing Operations Net Cash from Discontinued Operations Net Cash from Operating Activities -5,313 204 -1 0 2 5 0 -18 8 -20 -22 -65 114 25 4,929 -153 0 -153 12/2007 -565 107 0 0 2 -0 0 -42 5 11 0 66 -9 184 92 -149 0 -149 12/2006 -1,105 106 0 0 2 2 0 -20 -20 -42 0 34 1 165 464 -415 0 -415 12/2005 -863 99 0 0 2 175 0 -28 -6 -29 6 145 225 0 0 -274 0 -274 12/2004 -712 95 0 0 0 149 0 0 0 -14 -45 109 83 0 0 -334 0 -334

Financials
Cash Flow

Cash from Investing Activities (in Millions of US dollars) 12/2008 Sale of Property, Plant, Equipment Sale of Long Term Investments Sale of Short Term Investments Purchase of Property, Plant, Equipment Acquisitions Purchase of Long Term Investments Purchase of Short Term Investments Other Investment Changes, Net Cash from Discontinued Investing Activities Net Cash from Investing Activities 0 0 66 -131 820 0 -3 -24 0 728 12/2007 1 0 40 -65 0 0 -0 -29 0 -54 12/2006 0 0 256 -100 0 0 -136 0 0 20 12/2005 0 0 48 -50 0 0 -170 0 0 -172 12/2004 0 0 25 -29 0 0 -90 0 0 -93

Financials
Cash Flow

Cash from Financing Activities (in Millions of US dollars) 12/2008 Issuance of Debt Issuance of Capital Stock Repayment of Debt Repurchase of Capital Stock Payment of Cash Dividends Other Financing Charges, Net Cash from Discontinued Financing Activities Net Cash from Financing Activities 532 0 -1,165 0 0 -1 0 -634 12/2007 245 4 -1 0 0 0 0 248 12/2006 0 26 0 0 0 0 0 26 12/2005 493 19 -58 0 0 -0 0 454 12/2004 518 142 0 0 0 -0 0 660

10 of 81

Financials
Cash Flow

Net Cash Flow (in Millions of US dollars) 12/2008 Effect of Exchange Rate Changes Net Change in Cash & Equivalents Cash at Beginning of Period Cash at End of Period 0 -58 439 380 12/2007 0 45 393 439 12/2006 0 -369 762 393 12/2005 0 8 754 762 12/2004 0 233 521 754

11 of 81

Filings - Form 8-K SIRIUS XM RADIO INC. For: Jan 19 (10K)

8-K

WASHINGTON, D.C. 20549

_____________________

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2010

(Exact Name of Registrant as Specified in Charter)

Delaware 001-34295 52-1700207

(State or other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

10020

1221 Avenue of the Americas, 36th Fl., New York, NY

(Address of Principal Executive Offices)

(Zip Code)

Registrants telephone number, including area code: (212) 584-5100

_____________________________ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: o o o o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

12 of 81

13 of 81

Section 2.02

Results of Operations and Financial Condition

On January 19, 2010, we issued a press release which contained certain information regarding our results for the fourth quarter and year ended December 31, 2009. The press release did not include certain financial statements, related notes and certain other financial information that will be filed with the Securities and Exchange Commission as part of our Annual Report on Form 10-K. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. This information shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Section 9.01
(a) Not Applicable. (b) Not Applicable. (c) Not Applicable. (d) Exhibits.

Financial Statements and Exhibits

The Exhibit Index attached hereto is incorporated herein.

14 of 81

15 of 81

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SIRIUS XM RADIO INC.

By:

/s/ Patrick L. Donnelly Patrick L. Donnelly Executive Vice President, General Counsel and Secretary

Dated: January 19, 2010

16 of 81

EXHIBITS
Exhibit
99.1 Press Release dated January 19, 2010

Description of Exhibit

EX-99.1 Exhibit 99.1

SIRIUS XM ADDS 257,000 NET SUBSCRIBERS IN THE FOURTH QUARTER

SIRIUS XM to Report Over $100 Million of Free Cash Flow for 2009 NEW YORK January 19, 2010 SIRIUS XM Radio (NASDAQ: SIRI) today announced that it ended the year with 18,772,758 subscribers, adding 257,028 net subscribers in the fourth quarter of 2009. Based on preliminary financial data, we expect to report over $100 million of free cash flow for 2009, an extraordinary improvement ove the pro forma negative free cash flow of $552 million that the company experienced in 2008, noted Mel Karmazin, Chief Executive Officer, SIRIUS XM. This is the first year in our history that we have generated positive free cash flow for the entire year. Our fourth quarter subscriber results mark two consecutive quarters of net subscriber additions for SIRIUS XM and are the highest since the third quarter of 2008. Improvements in automotive sales, conversion rates and better than anticipated self-pay churn suggest that the outlook for the auto sector and the effects of the economy on our business are beginning to improve, Mr. Karmazin added. The company also announced that the conversion rate to a self-pay subscription from a trial included in the sale of a vehicle for the fourth quarter of 2009 was 46.4%, up from 44.2% in the fourth quarter of 2008, and that self-pay churn was 1.97% for the fourth quarter of 2009. We expect to meet our guidance and report over $400 million in pro forma adjusted operating income, an improvement of over $500 million from the pro forma adjusted operating income for 2008, and an improvement of nearly $1 billion from the pro forma adjusted operating income for 2007, the last full year prior to the merger of SIRIUS and XM, said David Frear, Chief Financial Officer, SIRIUS XM. The companys self-pay subscriber base increased by 247,182 in the fourth quarter to 15,703,932 subscribers, while total paid and unpaid trials included in the sale of a vehicle remained level with the prior quarter and the prior year at approximately 3.6 million. SIRIUS XM plans to release full-year 2009 financial results in February 2010. ###

17 of 81

About SIRIUS XM Radio SIRIUS XM Radio is America's satellite radio company delivering to subscribers commercial-free music channels, premier sports, news, talk, entertainment, and traffic and weather. SIRIUS XM Radio has content relationships with an array of personalities and artists, including Howard Stern, Martha Stewart, Oprah Winfrey, Rosie ODonnell, Jamie Foxx, Barbara Walters, Opie & Anthony, Bubba the Love Sponge, Bob Edwards, Chris Mad Dog Russo, Jimmy Buffett, The Grateful Dead, Willie Nelson, Bob Dylan and Tom Petty. SIRIUS XM Radio is the leader in sports programming as the Official Satellite Radio Partner of the NFL, Major League Baseball, NASCAR, NBA, NHL, and PGA TOUR and major college sports. SIRIUS XM Radio has arrangements with every major automaker. SIRIUS XM Radio products are available at shop.sirius.com and shop.xmradio.com, and at retail locations nationwide, including Best Buy, RadioShack, Wal-Mart and independent retailers. SIRIUS XM Radio also offers SIRIUS Backseat TV, the first ever live in-vehicle rear seat entertainment featuring Nickelodeon, Disney Channel and Cartoon Network; XM NavTraffic service for GPS navigation systems delivers real-time traffic information, including accidents and road construction, for more than 80 North American markets. Free cash flow is calculated as net cash provided by operating activities, less additions to property and equipment, Merger related costs and restricted and other investment activity. We refer to net loss before interest and investment income, interest expense net of amounts capitalized, income tax expense, loss from redemption of debt, loss on investments, other expense (income), restructuring and related cost, depreciation and amortization, and share related payment expense as adjusted income from operations. Free cash flow and adjusted income from operations are not measures of financial performance under United States generally accepted accounting principles. We believe free cash flow and adjusted income from operations are useful measures of our operating performance. Pro forma free cash flow and pro forma adjusted operating income exclude the effects of stock-based compensation, purchase accounting adjustments, and includes the results of operations of XM prior to the July 28, 2008 Merger. We measure the percentage of subscribers that receive our service and convert to self-paying after the initial promotion period. We refer to this as the conversion rate. At the time of sale, vehicle owners generally receive between three and twelve month prepaid tria subscriptions and we receive a subscription fee from the automaker. Promotional periods generally include the period of trial service plus 30 days to handle the receipt and processing of payments. We measure conversion rate three months after the period in which the trial service ends. Self-pay monthly churn represents the monthly average of self-pay deactivations by the quarter divided by the average self-pay subscriber balance for the quarter. 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 companys plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as will likely result, are expected to, anticipate, believe, plan, estimate, intend, will, should, may, or words of similar

18 of 81

meaning. Such forward-looking statements are based upon the current beliefs and expectations of SIRIUS and XMs 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: our substantial indebtedness; 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; the usefu life of our satellites; our dependence upon automakers and other third parties; our competitive position versus other forms of audio and video entertainment; and general economic conditions. Additional factors that could cause SIRIUS and XMs results to differ materially from those described in the forward-looking statements can be found in SIRIUS Annual Report on Form 10-K for the year ended December 31, 2008 and XMs Annual Report on Form 10-K for the year ended December 31, 2008, which are filed with the Securities and Exchange Commission (the "SEC") and available at the SECs 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. G-SIRI Contact Information for Investors and Financial Media: Investors: William Prip 212 584 5289 william.prip@siriusxm.com Hooper Stevens 212 901 6718 hooper.stevens@siriusxm.com Media: Patrick Reilly 212 901 6646 patrick.reilly@siriusxm.com

Filings - Form 8-K SIRIUS XM RADIO INC. For: Jan 14 (10K)

8-K

WASHINGTON, D.C. 20549 _____________________________

FORM 8-K CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2010 (January 14, 2010)

SIRIUS XM RADIO INC.

(Exact Name of Registrant as Specified in its Charter)
Delaware (State or other Jurisdiction of Incorporation) 001-34295 (Commission File Number) 52-1700207 (I.R.S. Employer Identification No.)

19 of 81

1221 Avenue of the Americas, 36 th Fl., New York, NY (Address of Principal Executive Offices)

10020 (Zip Code)

Registrants telephone number, including area code: (212) 584-5100 _____________________________ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o o o o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-2) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

20 of 81

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 14, 2010, we entered into a new employment agreement (the Employment Agreement) with Patrick L. Donnelly to continue to serve as our Executive Vice President, General Counsel and Secretary, through January 13, 2014. The Employment Agreement supersedes Mr. Donnellys existing employment agreement and provides for an initial base salary of $575,000, with specified increases. If Mr. Donnellys employment is terminated without cause or he terminates his employment for good reason, we are obligated to pay him a lump sum payment equal to his then annual salary and the cash value of the bonus last paid or payable to him in respect of the preceding fiscal year and to continue his health and life insurance benefits for one year. Our obligations to pay the foregoing amounts are subject to Mr. Donnellys execution of a valid release of claims against us and his compliance with certain restrictive covenants. We have also agreed to indemnify Mr. Donnelly for any excise taxes that may be imposed on him under Section 280G of the Internal Revenue Code. In connection with the execution of the Employment Agreement, we granted Mr. Donnelly an option to purchase 13,163,495 shares of our common stock at an exercise price of $0.6669 per share (the last sale price of our common stock on the Nasdaq Global Select Market prior to the execution of the Employment Agreement) (the Option). The Option will generally vest in four equal installments on each of January 14, 2011, January 14, 2012, January 14, 2013 and January 14, 2014, subject to earlier acceleration or termination under certain circumstances. The foregoing description is qualified in its entirety by the Employment Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K. Item 9.01
(a) Not Applicable. (b) Not Applicable. (c) Not Applicable. (d) Exhibits. The Exhibit Index attached hereto is incorporated herein.

Financial Statements and Exhibits

21 of 81

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SIRIUS XM RADIO INC.

By:

/s/

Dara Altman Dara Altman Executive Vice President and Chief Administrative Officer

Dated: January 15, 2010

22 of 81

EXHIBITS
Exhibit
10.1 Employment Agreement, dated as of January 14, 2010, between Sirius XM Radio Inc. and Patrick L. Donnelly

Description of Exhibit

EX-10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of January 14, 2010 (this Agreement), between SIRIUS XM RADIO INC., a Delaware corporation (the Company), and PATRICK L. DONNELLY (the Executive). In consideration of the mutual covenants and conditions set forth herein, the Company and the Executive agree as follows: 1. Employment. Subject to the terms and conditions of this Agreement, the Company hereby employs the Executive, and the Executive hereby agrees to continue his employment with the Company. 2. Duties and Reporting Relationship. (a) The Executive shall be employed in the capacity of Executive Vice President, General Counsel and Secretary of the Company. In such capacity, the Executive shall be responsible for the legal affairs of the Company, including all legal aspects of the Companys obligations as a reporting company under the Securities Exchange Act of 1934, as amended; the preparation, review, filing, printing and distribution of the Companys annual, quarterly and current reports, proxy and information statements, prospectuses and offering memoranda and other required materials with the Securities and Exchange Commission; and the selection, hiring and supervision of outside counsel for the Company. During the Term (as defined below), the Executive shall, on a full-time basis and consistent with the needs of the Company, use his skills and render services to the best of his ability. The Executive shall perform such activities and duties consistent with his position as the Chief Executive Officer of the Company shall from time to time reasonably specify and direct. During the Term, the Executive shall not perform any consulting services for, or engage in any other business enterprises with, any third parties without the express written consent of the Chief Executive Officer of the Company, other than passive investments. (b) The Executive shall generally perform his duties and conduct his business at the principal offices of the Company in New York, New York. (c) The Executive shall report solely to the Chief Executive Officer of the Company. 3. Term. The term of this Agreement shall commence on January 14, 2010 (the Effective Date) and end on January 13, 2014, unless terminated earlier pursuant to the provisions of Section 6 (the Term). 4. Compensation. (a) During the Term, the Executive shall be paid an annual base salary of $575,000; provided that on (i) January 1, 2011 such annual base salary shall be increased to no less than $625,000, (ii) January 1, 2012 such annual base salary shall be increased to no less than $675,000, (iii) January 1, 2013 such annual base salary shall be

23 of 81

2 increased to no less than $725,000, and (iv) thereafter may be subject to increase from time to time by recommendation of the Chief Executive Officer of the Company to, and approval by, the Board of Directors of the Company (the Board) (such amount, as increased, the Base Salary). All amounts paid to the Executive under this Agreement shall be in U.S. dollars. The Base Salary shall be paid at least monthly and, at the option of the Company, may be paid more frequently. (b) On the date hereof, the Company shall grant to the Executive an option to purchase 13,163,495 shares of the Companys common stock, par value $.001 per share (the Common Stock), at an exercise price of $0.6669 per share, the closing price of the Common Stock on the Nasdaq Global Select Market on the date hereof. Such options shall be subject to the terms and conditions set forth in the Option Agreement attached to this Agreement as Exhibit A. (c) All compensation paid to the Executive hereunder shall be subject to any payroll and withholding deductions required by applicable law, including, as and where applicable, federal, New York state and New York City income tax withholding, federal unemployment tax and social security (FICA). 5. Additional Compensation; Expenses and Benefits. (a) During the Term, the Company shall reimburse the Executive for all reasonable and necessary business expenses incurred and advanced by him in carrying out his duties under this Agreement. The Executive shall present to the Company an itemized account of all expenses in such form as may be required by the Company from time to time. (b) During the Term, the Executive shall be entitled to participate fully in any other benefit plans, programs, policies and fringe benefits which may be made available to the executive officers of the Company generally, including, without limitation, disability, medical, dental and life insurance and benefits under the Companys 401(k) savings plan. (c) During the Term, the Executive shall be entitled to participate in any bonus plans generally offered to executive officers of the Company. Bonuses may be subject to the Executives individual performance and satisfaction of objectives established by the Board or the compensation committee thereof (the Compensation Committee). Bonuses may be paid in the form of cash, stock options, restricted stock, restricted stock units or other securities of the Company. 6. Termination. The date upon which the Executives employment with the Company under this Agreement is deemed to be terminated in accordance with any of the provisions of this Section 6 is referred to herein as the Termination Date. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination also constitutes a separation from service within the meaning of Section 409A (Section 409A) of the Internal Revenue Code of 1986, as amended (the Code), and the regulations thereunder (a Separation from Service), and notwithstanding anything contained herein to the contrary, the date on which a Separation from Service takes place shall be the Termination Date.

24 of 81

3 (a) The Company has the right and may elect to terminate this Agreement for Cause at any time. For purposes of this Agreement, Cause means the occurrence or existence of any of the following: (i) (A) a material breach by the Executive of the terms of this Agreement, (B) a material breach by the Executive of the Executives duty not to engage in any transaction that represents, directly or indirectly, self-dealing with the Company or any of its affiliates (which, for purposes hereof, shall mean any individual, corporation, partnership, association, limited liability company, trust, estate, or other entity or organization directly or indirectly controlling, controlled by, or under direct or indirect common control with the Company) which has not been approved by a majority of the disinterested directors of the Board, or (C) the Executives violation of the Companys Code of Ethics which is demonstrably and materially injurious to the Company, if any such material breach or violation described in clauses (A), (B) or (C), to the extent curable, remains uncured after 15 days have elapsed following the date on which the Company gives the Executive written notice of such material breach or violation; (ii) the Executives act of dishonesty, misappropriation, embezzlement, intentional fraud, or similar intentional misconduct by the Executive involving the Company or any of its affiliates; (iii) the Executives conviction or the plea of nolo contendere or the equivalent in respect of a felony; (iv) any damage of a material nature to any property of the Company or any of its affiliates caused by the Executives willful misconduct or gross negligence; (v) the repeated nonprescription use of any controlled substance or the repeated use of alcohol or any other non-controlled substance that, in the reasonable good faith opinion of the Board, renders the Executive unfit to serve as an officer of the Company or its affiliates; (vi) the Executives failure to comply with the Chief Executive Officers reasonable written instructions on a material matter within 5 days unless such instructions conflict with the Executives duties to the Board; or (vii) conduct by the Executive that in the reasonable good faith written determination of the Board demonstrates unfitness to serve as an officer of the Company or its affiliates, including a finding by the Board or any judicial or regulatory authority that the Executive committed acts of unlawful harassment or violated any other state, federal or local law or ordinance prohibiting discrimination in employment. Termination of the Executive for Cause pursuant to this Section 6(a) shall be communicated by a Notice of Termination for Cause. For purposes of this Agreement, a Notice of Termination for Cause shall mean delivery to the Executive of a copy of a resolution or resolutions duly adopted by the affirmative vote of not less than a majority of the directors present (in person or by teleconference) and voting at a meeting of the Board called and held for that purpose after 15 days notice to the Executive (which notice the Company shall use reasonable efforts to confirm

25 of 81

4 that Executive has actually received and which notice for purposes of this Section 6(a) may be delivered, in addition to the requirements set forth in Section 17, through the use of electronic mail) and a reasonable opportunity for the Executive, together with the Executives counsel, to be heard before the Board prior to such vote, finding that in the good faith opinion of the Board, the Executive was guilty of conduct set forth in any of clauses (i) through (vii) of this Section 6(a) and specifying the particulars thereof in reasonable detail. For purposes of this Section 6(a), this Agreement shall terminate on the date specified by the Board in the Notice of Termination for Cause. (b) (i) This Agreement and the Executives employment shall terminate upon the death of the Executive. (ii) If the Executive is unable to perform the essential duties and functions of his position because of a disability, even with a reasonable accommodation, for one hundred eighty days within any three hundred sixty-five day period (Disability), the Company shall have the right and may elect to terminate the services of the Executive by a Notice of Disability Termination. The Executive shall not be terminated following a Disability except pursuant to this Section 6(b)(ii). For purposes of this Agreement, a Notice of Disability Termination shall mean a written notice that sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executives employment under this Section 6(b)(ii). For purposes of this Agreement, no such purported termination shall be effective without such Notice of Disability Termination. This Agreement shall terminate on the day such Notice of Disability Termination is received by the Executive. (c) The Executive shall have the absolute right to terminate his employment at any time with or without Good Reason (as defined below). Should the Executive wish to resign from his position with the Company during the Term, for other than Good Reason, the Executive shall give at least fourteen days prior written notice to the Company. This Agreement shall terminate on the effective date of the resignation set forth in the notice of resignation, however, the Company may, at its sole discretion, instruct that the Executive perform no job responsibilities and cease his active employment immediately upon receipt of the notice from the Executive. (d) The Company shall have the absolute right to terminate the Executives employment without Cause at any time. This Agreement shall terminate one day following receipt of such notice by the Executive, however, the Company may, at its sole discretion, instruct that the Executive cease active employment and perform no more job duties immediately upon provision of such notice to the Executive. (e) Should the Executive wish to resign from his position with the Company for Good Reason during the Term, the Executive shall give seven days prior written notice to the Company. This Agreement shall terminate on the date specified in such notice, however, the Company may, at its sole discretion, instruct that the Executive cease active employment and perform no more job duties immediately upon receipt of such notice from the Executive.

26 of 81

5 For purposes of this Agreement, Good Reason shall mean the continuance of any of the following events (without the Executives prior written consent) for a period of thirty days after delivery to the Company by the Executive of a notice of the occurrence of such event: (i) the assignment to the Executive by the Company of duties not reasonably consistent with the Executives positions, duties, responsibilities, titles or offices at the commencement of the Term, any material reduction in the Executives duties or responsibilities as described in Section 2 or any removal of the Executive from or any failure to re-elect the Executive to any of such positions or the Executive not being the most senior executive, other than the Companys Chief Executive Officer, who is responsible for all legal matters and legal personnel (except in connection with the termination of the Executives employment for Cause, Disability or as a result of the Executives death or by the Executive other than for Good Reason); or (ii) the Executive ceasing to report directly to the Chief Executive Officer of the Company; or (iii) any requirement that the Executive report for work to a location more than 25 miles from the Companys current headquarters for more than 30 days in any calendar year, excluding any requirement that results from the damage or destruction of the Companys current headquarters as a result of natural disasters, terrorism, acts of war or acts of God; or (iv) any reduction in the Base Salary; or (v) the Companys failure to make a bona fide offer in writing to renew this Agreement, for an additional one-year term, on the terms and conditions set forth in this Agreement (including the Base Salary set forth in Section 4(a), but excluding any equitybased compensation set forth in Section 4(b)), at least 90 days prior to (x) the fourth anniversary of the Effective Date and (y) each subsequent anniversary of the Effective Date following the fourth anniversary of the Effective Date; provided that (for purposes of this clause (y) only) this Agreement has been renewed on the previous anniversary of the Effective Date; or (vi) any material breach by the Company of this Agreement. (f) (i) If the employment of the Executive is terminated by the Company for Cause, by the Executive other than for Good Reason or due to death or Disability, the Executive shall, in lieu of any future payments or benefits under this Agreement, be entitled to (A) any earned but unpaid Base Salary and any business expenses incurred but not reimbursed, in each case, prior to the Termination Date and (B) any other vested benefits under any other benefit plans or programs in accordance with the terms of such plans and programs (collectively, the Accrued Payments and Benefits). (ii) If the employment of the Executive is terminated without Cause or the Executive terminates his employment for Good Reason, then the Executive shall have an absolute and unconditional right to receive, and the Company shall pay to the Executive without setoff, counterclaim or other withholding, except as set forth in Section 4(c), (A) the Accrued

27 of 81

6 Payments and Benefits, (B) a lump sum amount equal to the sum of (x) the Executives annualized Base Salary then in effec and (y) an amount in cash equal to the bonus, whether denominated as an annual, performance, incentive, retention or other bonus, last paid (or due and payable) to the Executive in respect of the fiscal year immediately preceding the year in which the Termination Date occurs, and (C) the continuation, at the Companys expense (by direct payment, not reimbursement to the Executive) of (1) medical and dental benefits in a manner that will not be taxable to the Executive and (2) life insurance benefits, on the same terms as provided by the Company for active employees for one year following the Termination Date. The lump sum amount contemplated by clause (B) above shall be paid on the 60th day following the Termination Date. (g) The Companys obligations under Section 6(f)(ii) shall be conditioned upon the Executive executing, delivering, and not revoking during the seven day revocation period a waiver and release of claims against the Company, substantially in the form attached as Exhibit B (the Release) within 60 days following the Termination Date; provided that the Executive shall have no obligation to execute such Release in order to receive the payments and benefits under Section 6(f)(ii) in the event that a Release executed by the Company has not been delivered by the Company to the Executive within five days following the Termination Date. (h) Notwithstanding any provisions of this Agreement to the contrary, if the Executive is a specified employee (within the meaning of Section 409A and determined pursuant to policies adopted by the Company) at the time of his Separation from Service and if any portion of the payments or benefits to be received by the Executive upon Separation from Service would be considered deferred compensation under Section 409A (Nonqualified Deferred Compensation), amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Executives Separation from Service that constitute Nonqualified Deferred Compensation and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executives Separation from Service that constitute Nonqualified Deferred Compensation will instead be paid or made available on the earlier of (x) the first business day of the seventh month following the date of the Executives Separation from Service and (y) the Executives death. 7. Nondisclosure of Confidential Information. (a) The Executive acknowledges that in the course of his employment he will occupy a position of trust and confidence. The Executive shall not, except in connection with the performance of his functions or as required by applicable law, disclose to others or use, directly or indirectly, any Confidential Information. (b) Confidential Information shall mean information about the Companys business and operations that is not disclosed by the Company for financial reporting purposes and that was learned by the Executive in the course of his employment by the Company, including, without limitation, any business plans, product plans, strategy, budget information, proprietary knowledge, patents, trade secrets, data, formulae, sketches, notebooks, blueprints, information and client and customer lists and all papers and records (including computer records) of the documents containing such Confidential Information, other than information that is publicly disclosed by the Company in writing. The Executive acknowledges that such Confidential Information is specialized, unique in nature and of great value to the Company, and

28 of 81

7 that such information gives the Company a competitive advantage. The Executive agrees to deliver or return to the Company, at the Companys request at any time or upon termination or expiration of his employment or as soon as possible thereafter, all documents, computer tapes and disks, records, lists, data, drawings, prints, notes and written information (and all copies thereof) furnished by or on behalf of the Company or prepared by the Executive in the course of his employment by the Company, provided that the Executive will be able to keep his blackberry, personal computer, personal rolodex and the like so long as any Confidential Information is removed from such items. (c) The provisions of this Section 7 shall survive indefinitely. 8. Covenant Not to Compete. During the Restricted Period (as defined below), the Executive shall not, directly or indirectly, enter into the employment of, render services to, or acquire any interest whatsoever in (whether for his own account as an individual proprietor, or as a partner, associate, stockholder, officer, director, consultant, trustee or otherwise) or otherwise assist, any person or entity engaged in any operations in North America involving the transmission of radio entertainment programming, the production of radio entertainment programming, the syndication of radio entertainment programming, the promotion of radio entertainment programming or the marketing of radio entertainment programming, in each case, in competition with the Company (each, a Competitive Activity); provided that nothing in this Agreement shall prevent the purchase or ownership by the Executive by way of investment of less than five percent of the shares or equity interest of any corporation or other entity. Without limiting the generality of the foregoing, the Executive agrees that during the Restricted Period, the Executive shall not call on or otherwise solicit business or assist others to solicit business from any of the customers of the Company as to any product or service described above that competes with any product or service provided or marketed by the Company on the date of the Executives termination of employment with the Company during the Term (as such Term may be extended in accordance with Section 6(e)(v) of the Agreement) (the Milestone Date). The Executive agrees that during the Restricted Period he will not solicit or assist others to solicit the employment of or hire any employee of the Company without the prior written consent of the Company. For purposes of this Agreement, the Restricted Period shall mean the period of one year following the Milestone Date. For purposes of this Agreement, the term radio shall mean terrestrial radio, satellite radio, HD radio, internet radio and other audio delivered terrestrially, by satellite, HD or the internet (which audio is not coupled with moving visual elements, such as television, movies, or other moving visual images delivered via the internet or otherwise). Notwithstanding anything to the contrary in this Section 8, it shall not be a violation of this Section 8 for the Executive to join a division or business line of a commercial enterprise with multiple divisions or business lines if such division or business line is not engaged in a Competitive Activity; provided that the Executive performs services solely for such non-competitive division or business line. 9. Change of Control Provisions. If the Executive is, in the opinion of a nationally recognized accounting firm jointly selected by the Executive and the Company, required to pay an excise tax on excess parachute payments (as defined in Section 280G(b) of the Code) under Section 4999 of the Code as a result of an acceleration of the vesting of stock options or otherwise, the Company shall have an absolute and unconditional obligation to pay the Executive in accordance with the terms of this Section 9 the amount of such taxes. In

29 of 81

8 addition, the Company shall have an absolute and unconditional obligation to pay the Executive such additional amounts as are necessary to place the Executive in the exact same financial position that he would have been in if he had not incurred any tax liability under Section 4999 of the Code. The determination of the exact amount, if any, of any excess parachute payments and any tax liability under Section 4999 of the Code shall be made by a nationally-recognized independent accounting firm selected by the Executive and the Company. The fees and expenses of such accounting firm shall be paid by the Company. The determination of such accounting firm shall be final and binding on the parties. The Company irrevocably agrees to pay to the Executive, in immediately available funds to an account designated in writing by the Executive, any amounts to be paid under this Section 9 within two business days after receipt by the Company of written notice from the accounting firm which sets forth such accounting firms determination. In addition, in the event that such payments are not sufficient to pay all excise taxes on excess parachute payments under Section 4999 of the Code as a result of an acceleration of the vesting of options or for any other reason and to place the Executive in the exact same financial position that he would have been in if he had not incurred any tax liability under Section 4999 of the Code, then the Company shall have an absolute and unconditional obligation to pay the Executive such additional amounts as may be necessary to pay such excise taxes and place the Executive in the exact same financial position that he would have been had he not incurred any tax liability as a result of a change in control under the Code. Notwithstanding the foregoing, in the event that a written ruling (whether public or private) of the Internal Revenue Service (IRS) is obtained by or on behalf of the Company or the Executive, which ruling expressly provides that the Executive is not required to pay, or is entitled to a refund with respect to all or any portion of such excise taxes or additional amounts, the Executive shall promptly reimburse the Company in an amount equal to all amounts paid to the Executive pursuant to this Section 9 less any excise taxes or additional amounts which remain payable by, or are not refunded to, the Executive after giving effect to such IRS ruling. Each of the Company and the Executive agrees to promptly notify the other party if it receives any such IRS ruling. The payments contemplated by this Section 9 shall in all events be paid no later than the end of the Executives taxable year next following the Executives taxable year in which the excise tax (and any income or other related tax or interest or penalties thereon) on a payment is remitted to IRS or any other applicable taxing authority; or, in the case of amounts relating to any claim by IRS or any other taxing authority that does not result in the remittance of any federal, state, local and foreign income, excise, social security and other taxes, the calendar year in which the claim is finally settled or otherwise resolved. Any amounts required to be repaid to the Company pursuant to this Section 9 will be repaid to the Company within five business days of the Executives receipt of any refund with respect to any excise tax. 10. Remedies. The Executive and Company agree that damages for breach of any of the covenants under Sections 7 and 8 will be difficult to determine and inadequate to remedy the harm which may be caused thereby, and therefore consent that these covenants may be enforced by temporary or permanent injunction without the necessity of bond. The Executive believes, as of the date of this Agreement, that the provisions of this Agreement are reasonable and that the Executive is capable of gainful employment without breaching this Agreement. However, should any court or arbitrator decline to enforce any provision of Section 7 or 8 of this Agreement, this Agreement shall, to the extent applicable in the circumstances before such court or arbitrator, be deemed to be modified to restrict the Executives competition with the Company

30 of 81

9 to the maximum extent of time, scope and geography which the court or arbitrator shall find enforceable, and such provisions shall be so enforced. 11. Indemnification. The Company shall indemnify the Executive to the full extent provided in the Companys Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and the law of the State of Delaware in connection with his activities as an officer of the Company. 12. Entire Agreement. The provisions contained herein constitute the entire agreement between the parties with respect to the subject matter hereof and supersede any and all prior agreements, understandings and communications between the parties, oral or written, with respect to such subject matter, including the Employment Agreement between the Executive and the Company dated November 8, 2004, as amended, but excluding any equity award agreements between the Executive and the Company. For the avoidance of doubt, nothing herein is intended to supersede or waive obligations of the Executive to comply with any assignment of invention provisions applicable to the Executive under the Code of Ethics or any assignment of invention agreement(s) between the Company and the Executive. 13. Modification. Any waiver, alteration, amendment or modification of any provisions of this Agreement shall not be valid unless in writing and signed by both the Executive and the Company. 14. Severability. If any provision of this Agreement shall be declared to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions hereof, which shall remain in full force and effect. 15. Assignment. The Executive may not assign any of his rights or delegate any of his duties hereunder without the prior written consent of the Company. The Company may not assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the Executive, except that any successor to the Company by merger or purchase of all o substantially all of the Companys assets shall assume this Agreement. 16. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the successors in interest of the Executive and the Company. 17. Notices. All notices and other communications required or permitted hereunder shall be made in writing and shall be deemed effective when delivered personally or transmitted by facsimile transmission, one business day after deposit with a nationally recognized overnight courier (with next day delivery specified) and five days after mailing by registered or certified mail: if to the Company: Sirius XM Radio Inc. 1221 Avenue of the Americas 36th Floor New York, New York 10020

31 of 81

10 Attention: Chief Executive Officer Telecopier: (212) 584-5353 if to the Executive: Patrick L. Donnelly Address on file at the offices of the Company or to such other person or address as either party shall furnish in writing to the other party from time to time. 18. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within the State of New York. 19. Non-Mitigation. The Executive shall not be required to mitigate damages or seek other employment in order to receive compensation or benefits under Section 6 of this Agreement; nor shall the amount of any benefit or payment provided for under Section 6 of this Agreement be reduced by any compensation earned by the Executive as the result of employment by another employer. 20. Arbitration. (a) The Executive and the Company agree that if a dispute arises concerning or relating to the Executives employment with the Company, or the termination of the Executives employment, such dispute shall be submitted to binding arbitration under the rules of the American Arbitration Association regarding resolution of employment disputes in effect at the time such dispute arises. The arbitration shall take place in New York, New York, before a single experienced arbitrator licensed to practice law in New York and selected in accordance with the American Arbitration Association rules and procedures. Except as provided below, the Executive and the Company agree that this arbitration procedure will be the exclusive means of redress for any disputes relating to or arising from the Executives employment with the Company or his termination, including disputes over rights provided by federal, state, or local statutes, regulations, ordinances, and common law, including all laws that prohibit discrimination based on any protected classification. The parties expressly waive the right to a jury trial, and agree that the arbitrators award shall be final and binding on both parties, and shall not be appealable. The arbitrator shall have discretion to award monetary and other damages, and any other relief that the arbitrator deems appropriate and is allowed by law. The arbitrator shall have the discretion to award the prevailing party reasonable costs and attorneys fees incurred in bringing or defending an action, and shall award such costs and fees to the Executive in the event the Executive prevails on the merits of any action brought hereunder. (b) The Company shall pay the cost of any arbitration proceedings under this Agreement if the Executive prevails in such arbitration on at least one substantive issue. (c) The Company and the Executive agree that the sole dispute that is excepted from Section 20(a) is an action seeking injunctive relief from a court of competent

32 of 81

11 jurisdiction regarding enforcement and application of Sections 7, 8 or 10 of this Agreement, which action may be brought in addition to, or in place of, an arbitration proceeding in accordance with Section 20(a). 21. Compliance with Section 409A. (a) To the extent applicable, it is intended that the compensation arrangements under this Agreement be in full compliance with Section 409A (it being understood that certain compensation arrangements under this Agreement are intended not to be subject to Section 409A). The Agreement shall be construed, to the maximum extent permitted, in a manner to give effect to such intention. Notwithstanding anything in this Agreement to the contrary, distributions upon termination of the Executives employment may only be made upon a Separation from Service. Neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Executive harmless from any or all such taxes, interest or penalties, or liability for any damages related thereto. The Executive acknowledges that he has been advised to obtain independent legal, tax or other counsel in connection with Section 409A. (b) With respect to any amount of expenses eligible for reimbursement under this Agreement, such expenses will be reimbursed by the Company within thirty (30) days following the date on which the Company receives the applicable invoice from the Executive in accordance with the Companys expense reimbursement policies, but in no event later than the last day of the Executives taxable year following the taxable year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executives right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. (c) Each payment under this Agreement shall be regarded as a separate payment and not of a series of payments for purposes of Section 409A. 22. Counterparts. This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. 23. Executives Representation. The Executive hereby represents and warrants to Company that he is not now under any contractual or other obligation that is inconsistent with or in conflict with this Agreement or that would prevent, limit, or impair the Executives performance of his obligations under this Agreement. 24. Survivorship. Upon the expiration or other termination of this Agreement or the Executives employment with the Company, the respective rights and obligations of the parties hereto shall survive to the extent necessary to carry out the intentions of the parties under this Agreement.

33 of 81

12 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
SIRIUS XM RADIO INC.

By: /s/ John H. Schultz John H. Schultz Senior Vice President, Human Resources

/s/ Patrick L. Donnelly Patrick L. Donnelly

34 of 81

Exhibit A THIS OPTION MAY NOT BE TRANSFERRED EXCEPT BY WILL OR UNDER THE LAWS OF DESCENT AND DISTRIBUTION. SIRIUS XM RADIO 2009 LONG-TERM STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT This STOCK OPTION AGREEMENT (this Agreement), dated January 14, 2010, between SIRIUS XM RADIO INC., a Delaware corporation (the Company), and PATRICK L. DONNELLY (the Executive). 1. Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio 2009 Long-Term Stock Incentive Plan (the Plan), and the Employment Agreement, dated as of January 14, 2010, between the Company and the Executive (the Employment Agreement), the Company hereby grants to the Executive the right and option (this Option) to purchase 13,163,495 shares (the Shares) of common stock, par value $0.001 per share, of the Company at a price per share of $0.6669 (the Exercise Price). This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the Code). In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan. (b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in four equal installments on each of January 14, 2011, January 14, 2012, January 14, 2013 and January 14, 2014. (c) If the Executives employment with the Company terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the Executives employment is terminated (x) due to death or Disability (as defined in the Employment Agreement), (y) by the Company without Cause (as defined in the Employment Agreement), or (z) by the Executive for Good Reason (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. 2. Term. This Option shall terminate on January 14, 2020 (the Option Expiration Date); provided that if: (a) the Executives employment with the Company is terminated due to the Executives death or Disability, by the Company without Cause or by the Executive for Good Reason, the Executive may exercise this Option in full until the first anniversary of such termination (at which time the Option shall be cancelled), but not later than the Option Expiration Date;

35 of 81

(b) the Executives employment with the Company is terminated for Cause, the Option shall be cancelled upon the date of such termination; and (c) the Executive voluntarily terminates his employment with the Company without Good Reason, the Executive may exercise the vested portion of this Option until ninety days following the date of such termination (at which time the Option shall be cancelled), but not later than the Option Expiration Date. 3. Exercise. Subject to Sections 1 and 2 of this Agreement and the terms of the Plan, this Option may be exercised, in whole or in part, in accordance with Section 6 of the Plan. 4. Non-transferable. This Option may not be transferred, assigned, pledged or hypothecated in any manner (whether by operation of law or otherwise) other than by will or by the applicable laws of descent and distribution, and shall not be subject to execution, attachment or similar process. Any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Option or of any right or privilege conferred hereby shall be null and void. 5. Withholding. Prior to delivery of the Shares purchased upon exercise of this Option, the Company shall determine the amount of any United States federal, state and local income tax, if any, which is required to be withheld under applicable law and shall, as a condition of exercise of this Option and delivery of certificates representing the Shares purchased upon exercise of this Option, collect from the Executive the amount of any such tax to the extent not previously withheld. The Executive may satisfy his withholding obligations in the manner contemplated by Section 14(d) of the Plan. 6. Rights of the Executive. Neither this Option, the execution of this Agreement nor the exercise of any portion of this Option shall confer upon the Executive any right to, or guarantee of, continued employment by the Company, or in any way limit the right of the Company to terminate employment of the Executive at any time, subject to the terms of the Employment Agreement or any other written employment or similar agreement between the Company and the Executive. 7. Professional Advice. The acceptance and exercise of this Option may have consequences under federal and state tax and securities laws that may vary depending upon the individual circumstances of the Executive. Accordingly, the Executive acknowledges that the Executive has been advised to consult his personal legal and tax advisor in connection with this Agreement and this Option. 8. Agreement Subject to the Plan. The Option and this Agreement are subject to the terms and conditions set forth in the Plan, which terms and conditions are incorporated herein by reference. Capitalized terms used herein but not defined shall have the meaning set forth in the Plan. A copy of the Plan previously has been delivered to the Executive. This Agreement, the Employment Agreement and the Plan constitute the entire understanding between the Company and the Executive with respect to this Option. 9. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to its conflict of laws

36 of 81

principles, and shall bind and inure to the benefit of the heirs, executors, personal representatives, successors and assigns of the parties hereto. 10. Notices. All notices and other communications hereunder shall be in writing and shall be deemed given when delivered personally or when telecopied (with confirmation of transmission received by the sender), three business days after being sent by certified mail, postage prepaid, return receipt requested or one business day after being delivered to a nationally recognized overnight courier with next day delivery specified to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): Company: Sirius XM Radio Inc., 1221 Avenue of the Americas 36th Floor, New York, New York 10020, Attention: Chief Executive Officer; and Executive: Address on file at the office of the Company. Notices sent by email or other electronic means not specifically authorized by this Agreement shall not be effective for any purpose of this Agreement. 11. Binding Effect. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. 12. Amendment. The rights of the Executive hereunder may not be impaired by any amendment, alteration, suspension, discontinuance or termination of the Plan or this Agreement without the Executives consent.

37 of 81

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.
SIRIUS XM RADIO INC.

By: John H. Schultz Senior Vice President, Human Resources

Patrick L. Donnelly

38 of 81

Exhibit B AGREEMENT AND RELEASE This Agreement and Release, dated as of _________, 20__ (this Agreement), is entered into by and between PATRICK L. DONNELLY (the Executive) and SIRIUS XM RADIO INC., and its subsidiaries and affiliated companies (collectively, the Company). The purpose of this Agreement is to completely and finally settle, resolve, and forever extinguish all obligations, disputes and differences arising out of the Executives employment with and separation from Company. NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the Executive and the Company hereby agree as follows: 1. The Executives employment with the Company is terminated as of _____________, 20__ (the Termination Date). 2. The Company and the Executive agree that the Executive shall be provided severance pay, less all legally required and authorized deductions in accordance with the terms of Section 6(f) of the Employment Agreement, dated as of January __, 2010 (the Employment Agreement), between the Executive and the Company; provided that no such severance shall be paid if the Executive revokes this Agreement pursuant to Section 4 below. The Executive acknowledges and agrees that he i entering into this Agreement in consideration of such severance and the Companys agreements set forth herein. All vacation pay earned and unused as of the Termination Date will be paid to Executive as required by law. Except as set forth above, the Executive will not be eligible for any other compensation or benefits following the Termination Date other than any vested, accrued benefits under the Companys compensation and benefit plans, and other than the rights, if any, granted to the Executive under the terms of any stock option, restricted stock, or other equity award agreements or plans. 3. The Executive, for himself, and for his heirs, attorneys, agents, spouse and assigns, hereby waives, releases and forever discharges the Company and its predecessors, successors, and assigns, if any, as well as its and their officers, directors and employees, stockholders, agents, servants, representatives, and attorneys, and the predecessors, successors, heirs and assigns of each of them (collectively Released Parties), from any and all grievances, claims, demands, causes of action, obligations, damages and/or liabilities of any nature whatsoever, whether known or unknown, suspected or claimed, which the Executive ever had, now has, or claims to have against the Released Parties, by reason of any act or omission occurring before the date hereof, including, without limiting the generality of the foregoing, (a) any act, cause, matter or thing stated, claimed or alleged, or which was or which could have been alleged in any manner against the Released Parties prior to the execution of this Agreement and (b) all claims for any payment under the Employment Agreement; provided that nothing contained in this Agreement shall affect the Executives rights (i) to indemnification from the Company as provided in the Employment Agreement or otherwise; (ii) to coverage under the Companys insurance policies covering officers and directors; (iii) to other benefits which by their express terms extend beyond the Executives separation from employment (including

39 of 81

Executives rights under Section 6(f) of the Employment Agreement); and (iv) under this Agreement, and (c) all claims for discrimination, harassment and/or retaliation, under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, as amended, the New York State Human Rights Law, as amended, as well as any and all claims arising out of any alleged contract of employment, whether written, oral, express or implied, or any other federal, state or local civil or human rights or labor law, ordinances, rules, regulations, guidelines, statutes, common law, contract or tort law, arising out o or relating to the Executives employment with and/or separation from the Company, including the termination of his employment on the Termination Date, and/or any events occurring prior to the execution of this Agreement. 4. The Executive specifically waives all rights or claims that he has or may have under the Age Discrimination In Employment Act of 1967, 29 U.S.C. 621-634, as amended (ADEA), including, without limitation, those arising out of or relating to the Executives employment with and/or separation from the Company, the termination of his employment on the Termination Date, and/or any events occurring prior to the execution of this Agreement. In accordance with the ADEA, the Company specifically hereby advises the Executive that: (1) he may and should consult an attorney before signing this Agreement, (2) he has twenty-one (21) days to consider this Agreement, and (3) he has seven (7) days after signing this Agreement to revoke this Agreement. 5. Notwithstanding the above, nothing in this Agreement prevents or precludes Executive from (a) challenging or seeking a determination of the validity of this Agreement under the ADEA; or (b) filing an administrative charge of discrimination under any applicable statute or participating in any investigation or proceeding conducted by a governmental agency. 6. Executive acknowledges that he has read and understands the foregoing release and executes it voluntarily and withou coercion. 7. The Company, for itself, and for its predecessors, successors, and assigns, if any, as well as its and their officers, directors and employees, stockholders, agents, servants, representatives, and attorneys, and the predecessors, successors, heirs and assigns of each of them, hereby waives, releases and forever discharges the Executive and his heirs, attorneys, agents, spouse and assigns (collectively, Executive Released Parties) from any and all grievances, claims, demands, causes of action, obligations, damages and/or liabilities of any nature whatsoever, which the Company ever had, now has, or claims to have against the Executive Released Parties by reason of any act or omission occurring before the date hereof including, without limiting the generality of the foregoing, any act, cause, matter or thing stated, claimed or alleged of which the Company has actual knowledge which was or could have been alleged in any manner against the Executive Released Parties prior to the execution of this Agreement. 8. This release does not affect or impair the Executives rights with respect to workmans compensation or similar claims under applicable law or any claims under medical, dental, disability, life or other insurance arising prior to the date hereof.

40 of 81

9. The Executive warrants that he has not made any assignment, transfer, conveyance or alienation of any potential claim, cause of action, or any right of any kind whatsoever, including but not limited to, potential claims and remedies for discrimination, harassment, retaliation, or wrongful termination, and that no other person or entity of any kind has had, or now has, any financial or other interest in any of the demands, obligations, causes of action, debts, liabilities, rights, contracts, damages, costs, expenses, losses or claims which could have been asserted by the Executive against the Company 10. The Executive shall not make any disparaging remarks about the Company, or its officers, agents, employees, practices or products; provided that the Executive may provide truthful and accurate facts and opinions about the Company where required to do so by law. The Company shall not, and shall instruct its officers not to, make any disparaging remarks about the Executive; provided that the Company and its officers may provide truthful and accurate facts and opinions about the Executive where required to do so by law. 11. The parties expressly agree that this Agreement shall not be construed as an admission by any of the parties of any violation, liability or wrongdoing, and shall not be admissible in any proceeding as evidence of or an admission by any party of any violation or wrongdoing. The Company expressly denies any violation of any federal, state, or local statute, ordinance, rule, regulation, order, common law or other law in connection with the employment and termination of employment of the Executive. 12. In the event of a dispute concerning the enforcement of this Agreement, the finder of fact shall have the discretion to award the prevailing party reasonable costs and attorneys fees incurred in bringing or defending an action, and shall award such costs and fees to the Executive in the event the Executive prevails on the merits of any action brought hereunder. All other requests for relief or damages awards shall be governed by Sections 20(a) and 20(b) of the Employment Agreement. 13. The parties declare and represent that no promise, inducement, or agreement not expressed herein has been made to them. 14. This Agreement in all respects shall be interpreted, enforced and governed under the laws of the State of New York and any applicable federal laws relating to the subject matter of this Agreement. The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. This Agreement shall be construed as if jointly prepared by the Executive and the Company. Any uncertainty or ambiguity shall not be interpreted against any one party. 15. This Agreement, the Employment Agreement, [and list any outstanding award agreements] between the Executive and the Company contain the entire agreement of the parties as to the subject matter hereof. No modification or waiver of any of the provisions of this Agreement shall be valid and enforceable unless such modification or waiver is in writing and signed by the party to be charged, and unless otherwise stated therein, no such modification or waiver shall constitute a modification or waiver of any other provision of this Agreement (whether or not similar) or constitute a continuing waiver.

41 of 81

16. The Executive and the Company represent that they have been afforded a reasonable period of time within which to consider the terms of this Agreement, that they have read this Agreement, and they are fully aware of its legal effects. The Executive and the Company further represent and warrant that they enter into this Agreement knowingly and voluntarily, without any mistake, duress or undue influence, and that they have been provided the opportunity to review this Agreement with counsel of their own choosing. In making this Agreement, each party relies upon his or its own judgment, belief and knowledge, and has not been influenced in any way by any representations or statements not set forth herein regarding the contents hereof by the entities who are hereby released, or by anyone representing them. 17. This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. The parties further agree that delivery of an executed counterpart by facsimile shall be as effective as delivery of an originally executed counterpart. This Agreement shall be of no force or effect until executed by all the signatories. 18. The Executive warrants that he will return to the Company all software, computers, computer-related equipment, keys and all materials (including copies) obtained or created by the Executive in the course of his employment with the Company on or before the Termination Date; provided that the Executive will be able to keep his blackberry, personal computer, personal rolodex and the like so long as any confidential information is removed from such items. 19. Any existing obligations the Executive has with respect to confidentiality, nonsolicitation of Company clients, nonsolicitation of Company employees and noncompetition with the Company shall remain in full force and effect, including, but not limited to, Sections 7 and 8 of the Employment Agreement. 20. Any disputes arising from or relating to this Agreement shall be subject to the arbitration pursuant to Section 20 of the Employment Agreement. 21. Should any provision of this Agreement be declared or be determined by a forum with competent jurisdiction to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term, or provision shall be deemed not to be a part of this Agreement.

42 of 81

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
SIRIUS XM RADIO INC.

Dated:

By: Name: Title:

Dated: Patrick L. Donnelly

Filings - Form 4 SIRIUS XM RADIO INC. For: Jan 14 Filed by: DONNELLY PATRICK L (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB APPROVAL OMB Number: Expires: 3235-0287 February 28, 2011

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 2. Issuer Name and Ticker or Trading Symbol

Estimated average burden hours per response 0.5

1. Name and Address of Reporting Person*

DONNELLY PATRICK L
(Last) (First) (Middle)

SIRIUS XM RADIO INC. [(SIRI)]

3. Date of Earliest Transaction (Month/Day/Year)

5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner

1221 AVENUE OF THE AMERICAS

(Street)

01/14/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)

Officer (give title below)

Other (specify below)

EVP, General Counsel & Sec.

6. Individual or Joint/Group Filing (Check Applicable Line)

NEW YORK
(City)

NY
(State)

10020
(Zip)

X Form filed by One Reporting Person

Form filed by More than One Reporting Person

43 of 81

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day /Year) 2A. Deemed Execution Date, if any (Month/Day /Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) (A) or (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

Amount

Price

44 of 81

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day /Year) 3A. Deemed Execution Date, if any (Month/Day /Year) 4. Transaction Code (Instr. 8) 6. Date Exercisable 5. Number of and Expiration Date Derivative (Month/Day/Year) Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) Date Expiration (D) Exercisable Date 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. N of Ind Bene Owne (Instr

Code Stock Option (Right to Buy)

(A) 13,163,495
(1)

Title Common Stock

Amount or Number of Shares

$ 0.6669

01/14/2010

01/14/2011

01/14/2020

13,163,495

$0

13,163,495

Explanation of Responses: 1. Options vest as follows: 3,290,874 - 1/14/2011; 3,290,874 - 1/14/2012; 3,290,874 - 1/14/2013 and 3,290,873 - 1/14/2014.

/s/ Patrick L Donnelly

** Signature of Reporting Person Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

01/15/2010
Date

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Filings - Form 4 SIRIUS XM RADIO INC. For: Dec 15 Filed by: Altman Dara F (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB APPROVAL OMB Number: Expires: 3235-0287 February 28, 2011

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 2. Issuer Name and Ticker or Trading Symbol

Estimated average burden hours per response 0.5

1. Name and Address of Reporting Person*

Altman Dara F
(Last) (First) (Middle)

SIRIUS XM RADIO INC. [(SIRI)]

3. Date of Earliest Transaction (Month/Day/Year)

5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner

1221 AVENUE OF THE AMERICAS

(Street)

12/15/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)

Officer (give title below)

Other (specify below)

EVP & Chief Admin. Officer

6. Individual or Joint/Group Filing (Check Applicable Line)

NEW YORK
(City)

NY
(State)

10020
(Zip)

X Form filed by One Reporting Person

Form filed by More than One Reporting Person

45 of 81

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day /Year) 2A. Deemed Execution Date, if any (Month/Day /Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) (A) or (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

Amount

Price $ 0.6076

Common Stock Common Stock

12/15/2009

43,230 (1)

1,010,180 35,512

D I By 401(k) Plan

46 of 81

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day /Year) 3A. Deemed Execution Date, if any (Month/Day /Year) 4. Transaction Code (Instr. 8) 6. Date Exercisable 5. Number and Expiration Date of (Month/Day/Year) Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code Explanation of Responses:

(A)

(D)

Amount or Number of Date Expiration Shares Exercisable Date Title

1. Shares of common stock sold are equal to federal and state taxes due on December 15, 2009 as the result of the vesting of the restricted stock units and the related brokerage commission on the sale.

/s/Patrick L. Donnelly, attorney 12/16/2009 in fact

** Signature of Reporting Person Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. Date

Filings - Form 424B7 SIRIUS XM RADIO INC. (10K)

424B7
Prospectus Supplement No. 3 (To Prospectus Supplement No. 2 dated April 7, 2009, Prospectus Supplement No. 1 dated January 7, 2009 and Prospectus Supplement dated October 28, 2008 to Prospectus dated July 25, 2008) Pursuant to Rule 424(b)(7 Registration File No. 333-15254

COMMON STOCK

This prospectus supplement relates to the resale from time to time by selling stockholders of shares of our common stock that we may issue to them upon the exchange of XM Satellite Radio Inc.s 7% Exchangeable Senior Subordinated Notes due 2014, which we refer to as the notes. This prospectus supplement, which supplements the prospectus dated July 25, 2008, as supplemented by the prospectus supplement dated October 28, 2008, the prospectus supplement dated January 7, 2009 and the prospectus supplement dated April 7, 2009, contains information about certain selling stockholders. Neither the Securities and Exchange Commission nor any state securities commission have approved or disapproved these securities, or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. December 11, 2009.

47 of 81

SELLING STOCKHOLDERS XM Satellite Radio Inc. (XM Inc.) originally issued the notes to the initial purchasers in transactions exempt from the registration requirements of the Securities Act. The initial purchasers resold the notes to persons reasonably believed by the initial purchasers to be qualified institutional buyers within the meaning of Rule 144A under the Securities Act in transactions exempt from registration under the Securities Act. The selling stockholders, including their transferees, pledgees or donees or their successors, may from time to time offer and sell the shares of our common stock delivered upon the exchange of the notes under this prospectus supplement pursuant to existing registration rights conferred by the registration rights agreement dated as of August 1, 2008 among us, XM Inc. and the initial purchasers. Our registration of the shares of common stock issuable upon exchange of the notes doe not necessarily mean that the selling stockholders will sell all or any of the shares of common stock. The table of selling stockholders appearing under the caption Selling Stockholders beginning on page S-8 of the prospectus supplement dated October 28, 2008, and the table of selling stockholders appearing under the caption Selling Stockholders in prospectus supplement no. 1 and prospectus supplement no. 2 is hereby
supplemented by adding the information regarding certain selling stockholders set forth in the table entitled Additional Selling Stockholders below; and amended by replacing the information regarding certain selling stockholders identified in the table entitled Revised Information Regarding Selling Stockholders below with the information set forth in such table.

The following tables set forth certain information as of December 11, 2009 concerning the shares of common stock that may be offered from time to time by each selling stockholder identified below pursuant to this prospectus supplement. The information is based on information provided by or on behalf of the selling stockholders. Because the selling stockholders may offer all or some portion of the common stock, no estimate can be given as to the amount of the shares of common stock that will be held by the selling stockholders upon termination of any sales. Information about the selling stockholders may change over time. In particular, the selling stockholders identified below may have sold, transferred or otherwise disposed of all or a portion of their notes or common stock since the date on which they provided to us information regarding their notes or common stock. Any changed or new information given to us by the selling stockholders will be set forth in supplements to this prospectus supplement or amendments to the registration statement of which this prospectus supplement is a part, if and when necessary. Except as set forth in the tables, none of the selling stockholders identified below nor any of their affiliates, officers, directors or principal equity holders (5% or more) has held any position or office or has had any other material relationship with us or XM Inc. (or our or XM Inc.s predecessors o affiliates) during the past three years. Additional Selling Stockholders
Shares of Common Stock Beneficially Owned Prior to Offering(2) 661,333 375,999 133,333 42,666 109,333 Shares of Common Stock That May be Offered Hereby(2) 661,333 375,999 133,333 42,666 109,333 Number of Shares of Common Stock Beneficially Owned After Offering(3) Percentage of Outstanding Shares of Common Stoc Beneficially Owned After Offering(3) * * * * *

Name(1) AK Steel Master Pension Trust High Yield(4) Automotive Industries Pension Trust Fund(5) Ball Corporation Master Pension Trust(6) City of Bristol Employee Pension Fund(7) Colcom Foundation(8)

S-1

48 of 81

Name(1) Consulting Group Capital Markets Funds High Yield Investments(9) Driven Capital 2B LLC(10) Employees of ONEOK, Inc. + Subsidiaries(11) Maryland State Retirement Agency (12) Retirement Board of Allegheny County (13) Sheet Metal Workers National Pension Fund(14) Sheet Metal Workers Northern California Pension Plan of Northern California(15) South Carolina Retirement System Investment Commission(16) Stationary Engineers Local 39 Pension Trust Fund(17) The J.A. + Kathryn Albertson Foundation(18)

Percentage of Shares of Common Shares of Number of Shares of Outstanding Stock Beneficially Common Stock Common Stock Shares of Common Stoc Owned Prior to That May be Beneficially Owned Beneficially Owned After Offering(2) Offered Hereby(2) After Offering(3) Offering(3) 541,333 541,333 * 79,999 79,999 * 271,999 271,999 * 181,333 181,333 * 167,999 167,999 * 274,666 274,666 * 325,333 399,999 186,666 61,333 325,333 399,999 186,666 61,333 * * * *

(*) (1) (2)

Less than one percent. Information concerning other selling stockholders will be set forth in additional supplements to the prospectus supplement from time to time, if required. Assumes exchange of all of the selling stockholders notes at an exchange rate of 533.3333 shares of our common stock per $1,000 principal amount of the notes. This exchange rate is subject to certain adjustments. As a result, the number of shares of common stock issuable upon exchange of the notes may increase or decrease in the future. Under the terms of the indenture governing the notes, fractional shares will not be issued upon exchange of the notes. Cash will be paid instead of fractional shares, if any. Calculated based on Rule 13d-3(d)(i) of the Exchange Act, using 3,892,540,025 shares of common stock outstanding as of December 1, 2009 (including 202,399,983 shares of common stock issued and lent to affiliates of the initial purchasers of the notes in order to facilitate hedging transactions). In calculating this amount for each stockholder, we treated as outstanding the number of shares of common stock issuable upon exchange of that stockholders notes, but w did not assume exchange of any other stockholders notes. The beneficial ownership in this column assumes that the selling stockholder sells all of the shares offered by this prospectus supplement issuable upon the exchange of the notes that are beneficially owned by the selling stockholder as of the date of this prospectus supplement, and that any other shares of common stock owned by the selling stockholder as of the date of this prospectus supplement will continue to be beneficially owned by the selling stockholder. Penn Capital Management Co. Inc. is the portfolio manager for AK Steel Master Pension Trust High Yield and has voting control and investment discretion ove securities owned by AK Steel Master Pension Trust High Yield. Penn Capital Management Co. Inc. is the portfolio manager for Automotive Industries Pension Trust Fund and has voting control and investment discretion ove securities owned by Automotive Industries Pension Trust Fund. Penn Capital Management Co. Inc. is the portfolio manager for Ball Corporation Master Pension Trust and has voting control and investment discretion over securities owned by Ball Corporation Master Pension Trust. Penn Capital Management Co. Inc. is the portfolio manager for City of Bristol Employee Pension Fund and has voting control and investment discretion over securities owned by City of Bristol Employee Pension Fund. Penn Capital Management Co. Inc. is the portfolio manager for Colcom Foundation and has voting control and investment discretion over securities owned by Colcom Foundation. Penn Capital Management Co. Inc. is the portfolio manager for Consulting Group Capital Markets Funds High Yield Investments and has voting control and investment discretion over securities owned by Consulting Group Capital Markets Funds High Yield Investments. Penn Capital Management Co. Inc. is the portfolio manager for Driven Capital 2B LLC and has voting control and investment discretion over securities owned by Driven Capital 2B LLC. Penn Capital Management Co. Inc. is the portfolio manager for Employees of ONEOK, Inc. + Subsidiaries and has voting control and investment discretion over securities owned by Employees of ONEOK, Inc. + Subsidiaries. Penn Capital Management Co. Inc. is the portfolio manager for Maryland State Retirement Agency and has voting control and investment discretion over securities owned by Maryland State Retirement Agency. Penn Capital Management Co. Inc. is the portfolio manager for Retirement Board of Allegheny County and has voting control and investment discretion over securities owned by Retirement Board of Allegheny County. Penn Capital Management Co. Inc. is the portfolio manager for Sheet Metal Workers National Pension Fund and has voting control and investment discretion over securities owned by Sheet Metal Workers National Pension Fund.

(3)

(4)

(5)

(6)

(7)

(8)

(9)

(10)

(11)

(12)

(13)

(14)

S-2

49 of 81

(15)

Penn Capital Management Co. Inc. is the portfolio manager for Sheet Metal Workers Northern California Pension Plan of Northern California and has voting control and investment discretion over securities owned by Sheet Metal Workers Northern California Pension Plan of Northern California. Penn Capital Management Co. Inc. is the portfolio manager for South Carolina Retirement System Investment Commission and has voting control and investment discretion over securities owned by South Carolina Retirement System Investment Commission. Penn Capital Management Co. Inc. is the portfolio manager for Stationary Engineers Local 39 Pension Trust Fund and has voting control and investment discretion over securities owned by Stationary Engineers Local 39 Pension Trust Fund. Penn Capital Management Co. Inc. is the portfolio manager for The J.A. + Kathryn Albertson Foundation and has voting control and investment discretion over securities owned by The J.A. + Kathryn Albertson Foundation.

(16)

(17)

(18)

Revised Information Regarding Selling Stockholders

Shares of Common Stock Beneficially Owned Prior to Offering(2) 6,133,332 Number of Shares of Common Stock Beneficially Owned After Offering(3) Percentage of Outstanding Shares o Common Stock Beneficially Owned After Offering(3) *

Name(1) HBK Master Fund L.P.(4)

Shares of Common Stock That May be Offered Hereby(2) 6,133,332

(*) (1) (2)

Less than one percent. Information concerning other selling stockholders will be set forth in additional supplements to the prospectus supplement from time to time, if required. Assumes exchange of all of the selling stockholders notes at an exchange rate of 533.3333 shares of our common stock per $1,000 principal amount of the notes. This exchange rate is subject to certain adjustments. As a result, the number of shares of common stock issuable upon exchange of the notes may increase or decrease in the future. Under the terms of the indenture governing the notes, fractional shares will not be issued upon exchange of the notes. Cash will be paid instead of fractional shares, if any. Calculated based on Rule 13d-3(d)(i) of the Exchange Act, using 3,892,540,025 shares of common stock outstanding as of December 1, 2009 (including 202,399,983 shares of common stock issued and lent to affiliates of the initial purchasers of the notes in order to facilitate hedging transactions). In calculating this amount for each stockholder, we treated as outstanding the number of shares of common stock issuable upon exchange of that stockholders notes, but w did not assume exchange of any other stockholders notes. The beneficial ownership in this column assumes that the selling stockholder sells all of the shares offered by this prospectus supplement issuable upon the exchange of the notes that are beneficially owned by the selling stockholder as of the date of this prospectus supplement, and that any other shares of common stock owned by the selling stockholder as of the date of this prospectus supplement will continue to be beneficially owned by the selling stockholder. HBK Investments L.P., a Delaware limited partnership, has shared voting and dispositive power over the shares pursuant to an Investment Management Agreement between HBK Investments L.P. and the selling stockholder. HBK Investments L.P. has delegated discretion to vote and dispose of the shares to HBK Services LLC. The following individuals may be deemed to have control over HBK Investments L.P.: Jamiel A. Akhtar, Richard L. Booth, David C. Haley, Laurence H. Lebowitz and William E. Rose.

(3)

(4)

Only selling stockholders identified above, or in previous prospectus supplements, who beneficially own the shares of common stock may sell such securities under the registration statement. Prior to any use of this prospectus supplement in connection with an offering of shares of our common stock by any stockholder not identified above, this prospectus supplement will be supplemented to set forth the name and other information about the selling stockholder intending to sell such shares of common stock. The prospectus supplement will also disclose whether any selling stockholder or any of its affiliates, officers, directors or principal equity holders (5% or more) has held any position or office or has had any other material relationship with us or XM Inc. (or our or XM Inc.s predecessors or affiliates) during the past three years. S-3 Filings - Form 4 SIRIUS XM RADIO INC. For: Dec 01 Filed by: Altman Dara F (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB APPROVAL OMB Number: Expires: 3235-0287 February 28, 2011

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 2. Issuer Name and Ticker or Trading Symbol

Estimated average burden hours per response 0.5

1. Name and Address of Reporting Person*

Altman Dara F
(Last) (First) (Middle)

SIRIUS XM RADIO INC. [(SIRI)]

3. Date of Earliest Transaction (Month/Day/Year)

5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner

12/01/2009

Officer (give title below)

Other (specify below)

EVP & Chief Admin. Officer

50 of 81

1221 AVENUE OF THE AMERICAS

(Street)

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X Form filed by One Reporting Person NY

(State)

NEW YORK
(City)

10020
(Zip)

Form filed by More than One Reporting Person

51 of 81

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day /Year) 2A. Deemed Execution Date, if any (Month/Day /Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) (A) or (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

Amount

Price $ 0.6309

Common Stock Common Stock

12/01/2009

136,620 (1)

1,053,410 35,512

D I By 401(k) Plan

52 of 81

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day /Year) 3A. Deemed Execution Date, if any (Month/Day /Year) 4. Transaction Code (Instr. 8) 6. Date Exercisable 5. Number and Expiration Date of (Month/Day/Year) Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code Explanation of Responses:

(A)

(D)

Amount or Number of Date Expiration Shares Exercisable Date Title

1. Sale of shares of common stock received upon final vesting of certain restricted stock units granted on May 19, 2009.

/s/Patrick L. Donnelly, attorney 12/02/2009 in fact

** Signature of Reporting Person Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. Date

Filings - Form 4 SIRIUS XM RADIO INC. For: Dec 01 Filed by: DONNELLY PATRICK L (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB APPROVAL OMB Number: Expires: 3235-0287 February 28, 2011

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 2. Issuer Name and Ticker or Trading Symbol

Estimated average burden hours per response 0.5

1. Name and Address of Reporting Person*

DONNELLY PATRICK L
(Last) (First) (Middle)

SIRIUS XM RADIO INC. [(SIRI)]

3. Date of Earliest Transaction (Month/Day/Year)

5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner

1221 AVENUE OF THE AMERICAS

(Street)

12/01/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)

Officer (give title below)

Other (specify below)

EVP, General Counsel & Sec.

6. Individual or Joint/Group Filing (Check Applicable Line)

NEW YORK
(City)

NY
(State)

10020
(Zip)

X Form filed by One Reporting Person

Form filed by More than One Reporting Person

53 of 81

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day /Year) 2A. Deemed Execution Date, if any (Month/Day /Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) (A) or (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

Amount

Price $ 0.6309

Common Stock Common Stock

12/01/2009

163,940 (1)

1,578,919 364

D I By 401(k) Plan

54 of 81

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day /Year) 3A. Deemed Execution Date, if any (Month/Day /Year) 4. Transaction Code (Instr. 8) 6. Date Exercisable 5. Number and Expiration Date of (Month/Day/Year) Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code Explanation of Responses:

(A)

(D)

Amount or Number of Date Expiration Shares Exercisable Date Title

1. Sale of shares of common stock received upon final vesting of certain restricted stock units granted on May 19, 2009.

Patrick L Donnelly
** Signature of Reporting Person Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

12/02/2009
Date

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Filings - Form 4 SIRIUS XM RADIO INC. For: Dec 01 Filed by: MEYER JAMES E (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB APPROVAL OMB Number: Expires: 3235-0287 February 28, 2011

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 2. Issuer Name and Ticker or Trading Symbol

Estimated average burden hours per response 0.5

1. Name and Address of Reporting Person*

MEYER JAMES E
(Last) (First) (Middle)

SIRIUS XM RADIO INC. [(SIRI)]

3. Date of Earliest Transaction (Month/Day/Year)

5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner

1221 AVENUE OF THE AMERICAS

(Street)

12/01/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)

Officer (give title below)

Other (specify below)

President, Operations & Sales

6. Individual or Joint/Group Filing (Check Applicable Line)

NEW YORK
(City)

NY
(State)

10020
(Zip)

X Form filed by One Reporting Person

Form filed by More than One Reporting Person

55 of 81

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day /Year) 2A. Deemed Execution Date, if any (Month/Day /Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) (A) or (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

Amount

Price $ 0.6309

Common Stock Common Stock

12/01/2009

273,230 (1)

1,146,136 71,040

D I By 401(k) Plan

56 of 81

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day /Year) 3A. Deemed Execution Date, if any (Month/Day /Year) 4. Transaction Code (Instr. 8) 6. Date Exercisable 5. Number and Expiration Date of (Month/Day/Year) Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code Explanation of Responses:

(A)

(D)

Amount or Number of Date Expiration Shares Exercisable Date Title

1. Sale of shares of common stock received upon final vesting of certain restricted stock units granted on May 19, 2009.

/s/Patrick L. Donnelly, attorney 12/02/2009 in fact

** Signature of Reporting Person Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. Date

Filings - Form 4 SIRIUS XM RADIO INC. For: Dec 01 Filed by: Greenstein Scott Andrew (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB APPROVAL OMB Number: Expires: 3235-0287 February 28, 2011

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 2. Issuer Name and Ticker or Trading Symbol

Estimated average burden hours per response 0.5

1. Name and Address of Reporting Person*

Greenstein Scott Andrew

(Last) (First) (Middle)

SIRIUS XM RADIO INC. [(SIRI)]

3. Date of Earliest Transaction (Month/Day/Year)

5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner

1221 AVENUE OF THE AMERICAS

(Street)

12/01/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)

Officer (give title below)

Other (specify below)

Pres. & Chief Content Officer

6. Individual or Joint/Group Filing (Check Applicable Line)

NEW YORK
(City)

NY
(State)

10020
(Zip)

X Form filed by One Reporting Person

Form filed by More than One Reporting Person

57 of 81

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day /Year) 2A. Deemed Execution Date, if any (Month/Day /Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) (A) or (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

Amount

Price $ 0.6309

Common Stock Common Stock

12/01/2009

232,250 (1)

1,386,961 68,286

D I By 401(k) Plan

58 of 81

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day /Year) 3A. Deemed Execution Date, if any (Month/Day /Year) 4. Transaction Code (Instr. 8) 6. Date Exercisable 5. Number and Expiration Date of (Month/Day/Year) Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code Explanation of Responses:

(A)

(D)

Amount or Number of Date Expiration Shares Exercisable Date Title

1. Sale of shares of common stock received upon final vesting of certain restricted stock units granted on May 19, 2009.

/s/Patrick L. Donnelly, attorney 12/02/2009 in fact

** Signature of Reporting Person Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. Date

Filings - Form 4 SIRIUS XM RADIO INC. For: Dec 01 Filed by: FREAR DAVID J (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB APPROVAL OMB Number: Expires: 3235-0287 February 28, 2011

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 2. Issuer Name and Ticker or Trading Symbol

Estimated average burden hours per response 0.5

1. Name and Address of Reporting Person*

FREAR DAVID J
(Last) (First) (Middle)

SIRIUS XM RADIO INC. [(SIRI)]

3. Date of Earliest Transaction (Month/Day/Year)

5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner

1221 AVENUE OF THE AMERICAS

(Street)

12/01/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)

Officer (give title below)

Other (specify below)

EVP and CFO

6. Individual or Joint/Group Filing (Check Applicable Line)

NEW YORK
(City)

NY
(State)

10020
(Zip)

X Form filed by One Reporting Person

Form filed by More than One Reporting Person

59 of 81

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day /Year) 2A. Deemed Execution Date, if any (Month/Day /Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) (A) or (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

Amount

Price $ 0.6309

Common Stock Common Stock

12/01/2009

191,260 (1)

769,587 65,580

D I By 401(k) Plan By Spouse

Common Stock

1,900

60 of 81

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day /Year) 3A. Deemed Execution Date, if any (Month/Day /Year) 4. Transaction Code (Instr. 8) 6. Date Exercisable 5. Number and Expiration Date of (Month/Day/Year) Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code Explanation of Responses:

(A)

(D)

Amount or Number of Date Expiration Shares Exercisable Date Title

1. Sale of shares of common stock received upon final vesting of certain restricted stock units granted on May 19, 2009.

/s/Patrick L. Donnelly, attorney 12/02/2009 in fact

** Signature of Reporting Person Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. Date

News - SIRIUS XM Radio Announces Comprehensive Broadcast Coverage for Super Bowl XLIV (PRN)
Super Bowl Week coverage kicks off with live broadcast of the Pro Bowl on Sunday, Jan. 31 Jan 28, 2010 2:15:00 PM

NEW YORK, Jan. 28 /PRNewswire-FirstCall/ -- SIRIUS XM Radio (Nasdaq: SIRI), the Official Satellite Radio Partner of the NFL, announced today that it will broadcast Super Bowl XLIV in 10 languages, offering listeners 14 different live broadcasts plus live talk programming from South Florida throughout Super Bowl Week. (Logo: http://www.newscom.com/cgi-bin/prnh/20080819/NYTU044LOGO ) On Super Bowl Sunday, February 7 (6:00 pm ET), SIRIUS XM will air an expanded lineup of live play-by-play broadcasts of Super Bowl XLIV from Sun Life Stadium in South Florida. The 14 different game calls will be available to SIRIUS subscribers and XM subscribers with the "Best of SIRIUS" programming package.
--------------Indianapolis Colts broadcast - SIRIUS 123 / XM 102 New Orleans Saints broadcast - SIRIUS 125 / XM 103 National Radio broadcast SIRIUS 124 / XM 124 BBC Radio broadcast SIRIUS 130 / XM 104 Spanish language broadcast SIRIUS 91 / XM 105 Spanish broadcast (Canal + Spain) SIRIUS 155 / XM 106 Russian broadcast (NTV Plus) SIRIUS 154 / XM 107 French broadcast (W9) - SIRIUS 157 / XM 108 Japanese broadcast (NHK Japan) - SIRIUS 158 / XM 109 German broadcast (ARD) SIRIUS 127 / XM 110 Italian broadcast (RAI) - SIRIUS 122 / XM 111 Hungarian broadcast (Sport1) - SIRIUS 90 / XM 112 Dutch broadcast (Prime Sport) SIRIUS 152 / XM 113 Danish broadcast (Viasat) SIRIUS 126 / XM 114

"The Super Bowl showcases the breadth and depth of SIRIUS XM's programming; we will offer listeners more comprehensive and far-reaching content during Super Bowl Week than can be found anywhere else," said Scott Greenstein, SIRIUS XM Radio's President and Chief Content Officer. "Fans nationwide will have access to the game in 10 different languages, and with our SIRIUS NFL Radio talent, Chris 'Mad Dog' Russo, plus a variety of other SIRIUS XM personalities broadcasting live from South Florida, we will offer listeners unparalleled access to one of the biggest events of the year." Starting Monday, February 1, SIRIUS NFL Radio will broadcast live every day from Radio Row at the Ft. Lauderdale

61 of 81

Convention Center offering listeners all the latest news and analysis leading up to the biggest game of the year, plus dozens of interviews with players, coaches, league executives and celebrities. Available to listeners nationwide on SIRIUS channel 124 and XM channel 124 with the "Best of SIRIUS" programming package, SIRIUS NFL Radio features a lineup of expert hosts that includes Gil Brandt, Derrick Brooks, Randy Cross, Rich Gannon, Pat Kirwan, Jim Miller, Bob Papa, Tim Ryan, Ross Tucker, Solomon Wilcots, Peter King and Adam Schein. SIRIUS NFL Radio will also broadcast live from Sun Life Stadium on Media Day, Tuesday, February 2 (10:00 am - 1:00 pm ET), offering one-on-one interviews with players and coaches from the Colts and Saints. On Saturday, February 6 (4:00 pm ET), SIRIUS NFL Radio will provide live coverage as the Pro Football Hall of Fame's Class of 2010 is announced. Listeners will hear the live announcement as well as one-on-one interviews with the newly elected Hall of Famers. Renowned sports talk host Chris 'Mad Dog' Russo will also be in South Florida all week to host his daily show, Mad Dog Unleashed, live from Radio Row (2:00-7:00 pm ET). The show is the anchor program for SIRIUS XM's all-sports talk channel, Mad Dog Radio (SIRIUS channel 123, XM channel 144). On Saturday, February 6, Russo will host a special Saturday edition of Mad Dog Unleashed live from Radio Row. On Sunday, January 31 (7:30 pm ET) SIRIUS NFL Radio will carry the live broadcast of the Pro Bowl from Sun Life Stadium. The annual all-star matchup of the AFC's best and NFC's best is returning to the U.S. mainland after being played in Hawaii since 1980. As the Official Satellite Radio Partner of the NFL, SIRIUS XM Radio broadcasts every NFL game live nationwide, from the preseason through the Pro Bowl and Super Bowl. Fans can also tune into SIRIUS NFL Radio, for the only radio channel dedicated to the NFL 24 hours a day, 365 days a year. Visit www.sirius.com/superbowl or www.xmradio.com/superbowl for complete information about Super Bowl coverage. About SIRIUS XM Radio SIRIUS XM Radio is America's satellite radio company delivering to subscribers commercial-free music channels, premier sports, news, talk, entertainment, and traffic and weather. SIRIUS XM Radio has content relationships with an array of personalities and artists, including Howard Stern, Martha Stewart, Oprah Winfrey, Rosie O'Donnell, Jamie Foxx, Barbara Walters, Opie & Anthony, Bubba the Love Sponge, Bob Edwards, Chris "Mad Dog" Russo, Jimmy Buffett, The Grateful Dead, Willie Nelson, Bob Dylan and Tom Petty. SIRIUS XM Radio is the leader in sports programming as the Official Satellite Radio Partner of the NFL, Major League Baseball, NASCAR, NBA, NHL, and PGA TOUR and major college sports. SIRIUS XM Radio has arrangements with every major automaker. SIRIUS XM Radio products are available at shop.sirius.com and shop.xmradio.com, and at retail locations nationwide, including Best Buy, RadioShack, Wal-Mart and independent retailers. SIRIUS XM Radio also offers SIRIUS Backseat TV, the first ever live in-vehicle rear seat entertainment featuring Nickelodeon, Disney Channel and Cartoon Network; XM NavTraffic service for GPS navigation systems delivers real-time traffic information, including accidents and road construction, for more than 80 North American markets. This communication contains "orward-looking statements"within the meaning of the Private Securities Litigation Reform f 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 " ill likely result,""are expected w to,"" nticipate,"believe,"" lan,"" stimate,""ntend,"" ill,""hould,"" ay,"or words of similar meaning. Such forward-looking a " p e i w s m 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: our substantial indebtedness; the businesses of SIRIUS and XM

62 of 81

may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; the useful life of our satellites; our dependence upon automakers and other third parties; our competitive position versus other forms of audio and video entertainment; and general economic conditions. 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' Annual Report on Form 10-K for the year ended December 31, 2008 and XM's Annual Report on Form 10-K for the year ended December 31, 2008, which are filed with the Securities and Exchange Commission (the " EC" and available at the SEC's Internet site (http://www.sec.gov). The information set forth herein S ) 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. P-SIRI
Media Contact: Andrew FitzPatrick SIRIUS XM Radio 212.901.6693 andrew.fitzpatrick@siriusxm.com

SOURCE SIRIUS XM Radio ---------------------------------------------Andrew FitzPatrick SIRIUS XM Radio +1-212-901-6693 andrew.fitzpatrick@siriusxm.com

News - "Doctor Radio Reports: Is Your Kid High?" To Air On SIRIUS XM Radio (PRN) What drugs are kids using today, how to spot the signs, how to talk to them and more Jan 21, 2010 8:26:00 PM

NEW YORK, Jan. 21 /PRNewswire-FirstCall/ -- SIRIUS XM Radio (Nasdaq: SIRI) today announced that it will broadcast Doctor Radio Reports: Is Your Kid High?, a live one-hour special hosted by journalist Perri Peltz and a panel of top experts including a DEA Special Agent, a renowned substance abuse treatment expert, and a leading psychiatristdelve into a topic that has parents everywhere worried: kids and drugs. (Logo: http://www.newscom.com/cgi-bin/prnh/20080819/NYTU044LOGO) Doctor Radio Reports: Is Your Kid High? will air live January 22 at 10:00 am ET on Doctor Radio, SIRIUS channel 114 and XM channel 119. The phone lines will be open for the entire show for listeners around the country to call in with their questions. It will replay January 23 at 3:00 pm ET and January 24 at 4:00 pm ET. Doctor Radio Reports: Is Your Kid High? will feature a panel of experts including leading NYU Langone Medical Center psychiatrist Dolores Malaspina MD, MPH, the Anita and Joseph Steckler Professor of Psychiatry, former chairman of the NYU Bellevue Department of Psychiatry and the co-host of Doctor Radio's weekly psychiatry show. She now directs InSPIRES, an institute for Social and Psychiatric Initiatives at the NYU Langone Medical Center focused on preventing and curing severe mental disorders. The other featured guests are Deni Carise, MD, Chief Clinical Officer, Phoenix House, an internationally recognized leader in substance abuse treatment and research; and John Gilbride, Special Agent in Charge of New York Field Division of the DEA.

63 of 81

What drugs are kids using today? Where are they getting them? Is your medicine closet their supplier? What are the warning signs to look for, and what should you do when you think you know? How should parents talk to their kids about this sensitive subject? Teens can be moody how can you tell if your kids are acting normal for their age or if their behavior is symptomatic of something more malignant? Peltz and her guests will help parents navigate this important and complex topic, and arm them with three important lists they can take away:
1. Signs to look for in your child: how to read their moods, behavior patterns and friendships. 2. A checklist for making your home safe: a lot of the drugs kids are using today are coming right out of the medicine cabinets in their homes. Which drugs are those and what should you do to prevent abuse? 3. How to talk to kids about drugs: we now have a generation of parents who grew up in a drug culture, how should they answer the questions "Did you smoke marijuana?" and "Did you use drugs?"

Other questions and topics they will explore include: what are drug traffickers and dealers doing to lure kids? What if your kid asks you if you ever got high? Do you tell your kid if you want to try marijuana that they should try it at home? What are the trends and popular drugs these days? What is the DEA concerned about? What is a "pharm party?" How are kids getting drugs over the internet? Doctor Radio features live, call-in shows hosted by leading NYU Langone Medical Center doctors from a vast array of fields including: child psychology; sexual health; plastic surgery; emergency room medicine; cancer; heart health; women's health; dermatology; pediatrics; men's health; diet and nutrition; sports medicine; psychiatry; and more. For sample audio clips and a complete programming lineup visit www.sirius.com/doctorradio. Perri Peltz is a television news journalist and public health advocate. About SIRIUS XM Radio SIRIUS XM Radio is America's satellite radio company delivering to subscribers commercial-free music channels, premier sports, news, talk, entertainment, and traffic and weather. SIRIUS XM Radio has content relationships with an array of personalities and artists, including Howard Stern, Martha Stewart, Oprah Winfrey, Rosie O'Donnell, Jamie Foxx, Barbara Walters, Opie & Anthony, Bubba the Love Sponge, Bob Edwards, Chris "Mad Dog" Russo, Jimmy Buffett, The Grateful Dead, Willie Nelson, Bob Dylan and Tom Petty. SIRIUS XM Radio is the leader in sports programming as the Official Satellite Radio Partner of the NFL, Major League Baseball, NASCAR, NBA, NHL, and PGA TOUR and major college sports. SIRIUS XM Radio has arrangements with every major automaker. SIRIUS XM Radio products are available at shop.sirius.com and shop.xmradio.com, and at retail locations nationwide, including Best Buy, RadioShack, Wal-Mart and independent retailers. SIRIUS XM Radio also offers SIRIUS Backseat TV, the first ever live in-vehicle rear seat entertainment featuring Nickelodeon, Disney Channel and Cartoon Network; XM NavTraffic service for GPS navigation systems delivers real-time traffic information, including accidents and road construction, for more than 80 North American markets. This communication contains "orward-looking statements"within the meaning of the Private Securities Litigation Reform f 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 " ill likely result,""are expected w to,"" nticipate,"believe,"" lan,"" stimate,""ntend,"" ill,""hould,"" ay,"or words of similar meaning. Such forward-looking a " p e i w s m 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

64 of 81

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: our substantial indebtedness; 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; the useful life of our satellites; our dependence upon automakers and other third parties; our competitive position versus other forms of audio and video entertainment; and general economic conditions. 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' Annual Report on Form 10-K for the year ended December 31, 2008 and XM's Annual Report on Form 10-K for the year ended December 31, 2008, which are filed with the Securities and Exchange Commission (the " EC" and available at the SEC's Internet site (http://www.sec.gov). The information set forth herein S ) 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. P-SIRI
Contact for SIRIUS XM Radio Hillary Schupf 212.901.6739 hillary.schupf@siriusxm.com

SOURCE SIRIUS XM Radio ---------------------------------------------For SIRIUS XM Radio: Hillary Schupf +1-212-901-6739 hillary.schupf@siriusxm.com
News - SIRIUS XM Adds 257,000 Net Subscribers in the Fourth Quarter (PRN) SIRIUS XM to Report Over $100 Million of Free Cash Flow for 2009 Jan 19, 2010 4:40:00 PM

NEW YORK, Jan. 19 /PRNewswire-FirstCall/ -- SIRIUS XM Radio (Nasdaq: SIRI) today announced that it ended the year with 18,772,758 subscribers, adding 257,028 net subscribers in the fourth quarter of 2009. (Logo: http://www.newscom.com/cgi-bin/prnh/20080819/NYTU044LOGO) "Based on preliminary financial data, we expect to report over $100 million of free cash flow for 2009, an extraordinary improvement over the pro forma negative free cash flow of $552 million that the company experienced in 2008," noted Mel Karmazin, Chief Executive Officer, SIRIUS XM. "This is the first year in our history that we have generated positive free cash flow for the entire year. Our fourth quarter subscriber results mark two consecutive quarters of net subscriber additions for SIRIUS XM and are the highest since the third quarter of 2008. Improvements in automotive sales, conversion rates and better than anticipated self-pay churn suggest that the outlook for the auto sector and the effects of the economy on our business are beginning to improve," Mr. Karmazin added. The company also announced that the conversion rate to a self-pay subscription from a trial included in the sale of a vehicle for the fourth quarter of 2009 was 46.4%, up from 44.2% in the fourth quarter of 2008, and that self-pay churn was 1.97% for the fourth quarter of 2009. "We expect to meet our guidance and report over $400 million in pro forma adjusted operating income, an improvement of over $500 million from the pro forma adjusted operating income for 2008, and an

65 of 81

improvement of nearly $1 billion from the pro forma adjusted operating income for 2007, the last full year prior to the merger of SIRIUS and XM," said David Frear, Chief Financial Officer, SIRIUS XM. The company's self-pay subscriber base increased by 247,182 in the fourth quarter to 15,703,932 subscribers, while total paid and unpaid trials included in the sale of a vehicle remained level with the prior quarter and the prior year at approximately 3.6 million. SIRIUS XM plans to release full-year 2009 financial results in February 2010. About SIRIUS XM Radio SIRIUS XM Radio is America's satellite radio company delivering to subscribers commercial-free music channels, premier sports, news, talk, entertainment, and traffic and weather. SIRIUS XM Radio has content relationships with an array of personalities and artists, including Howard Stern, Martha Stewart, Oprah Winfrey, Rosie O'Donnell, Jamie Foxx, Barbara Walters, Opie & Anthony, Bubba the Love Sponge, Bob Edwards, Chris "Mad Dog" Russo, Jimmy Buffett, The Grateful Dead, Willie Nelson, Bob Dylan and Tom Petty. SIRIUS XM Radio is the leader in sports programming as the Official Satellite Radio Partner of the NFL, Major League Baseball, NASCAR, NBA, NHL, and PGA TOUR and major college sports. SIRIUS XM Radio has arrangements with every major automaker. SIRIUS XM Radio products are available at shop.sirius.com and shop.xmradio.com, and at retail locations nationwide, including Best Buy, RadioShack, Wal-Mart and independent retailers. SIRIUS XM Radio also offers SIRIUS Backseat TV, the first ever live in-vehicle rear seat entertainment featuring Nickelodeon, Disney Channel and Cartoon Network; XM NavTraffic service for GPS navigation systems delivers real-time traffic information, including accidents and road construction, for more than 80 North American markets. Free cash flow is calculated as net cash provided by operating activities, less additions to property and equipment, Merger related costs and restricted and other investment activity. We refer to net loss before interest and investment income, interest expense net of amounts capitalized, income tax expense, loss from redemption of debt, loss on investments, other expense (income), restructuring and related cost, depreciation and amortization, and share related payment expense as adjusted income from operations. Free cash flow and adjusted income from operations are not measures of financial performance under United States generally accepted accounting principles. We believe free cash flow and adjusted income from operations are useful measures of our operating performance. Pro forma free cash flow and pro forma adjusted operating income exclude the effects of stock-based compensation, purchase accounting adjustments, and includes the results of operations of XM prior to the July 28, 2008 Merger. We measure the percentage of subscribers that receive our service and convert to self-paying after the initial promotion period. We refer to this as the " onversion rate."At the time of sale, vehicle owners generally receive between three and c twelve month prepaid trial subscriptions and we receive a subscription fee from the automaker. Promotional periods generally include the period of trial service plus 30 days to handle the receipt and processing of payments. We measure conversion rate three months after the period in which the trial service ends. Self-pay monthly churn represents the monthly average of self-pay deactivations by the quarter divided by the average self-pay subscriber balance for the quarter. This communication contains "orward-looking statements"within the meaning of the Private Securities Litigation Reform f 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 " ill likely result,""are expected w to,"" nticipate,"believe,"" lan,"" stimate,""ntend,"" ill,""hould,"" ay,"or words of similar meaning. Such forward-looking a " p e i w s m 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

66 of 81

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: our substantial indebtedness; 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; the useful life of our satellites; our dependence upon automakers and other third parties; our competitive position versus other forms of audio and video entertainment; and general economic conditions. 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' Annual Report on Form 10-K for the year ended December 31, 2008 and XM's Annual Report on Form 10-K for the year ended December 31, 2008, which are filed with the Securities and Exchange Commission (the " EC" and available at the SEC's Internet site (http://www.sec.gov). The information set forth herein S ) 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. G-SIRI
Contact Information for Investors and Financial Media:

Investors:

William Prip 212 584 5289 william.prip@siriusxm.com

Hooper Stevens 212 901 6718 hooper.stevens@siriusxm.com

Media:

Patrick Reilly 212 901 6646 patrick.reilly@siriusxm.com

SOURCE SIRIUS XM Radio ----------------------------------------------

67 of 81

Investors William Prip +1-212-584-5289 william.prip@siriusxm.com or Hooper Stevens +1-212-901-6718 hooper.stevens@siriusxm.com or Media Patrick Reilly +1-212-901-6646 patrick.reilly@siriusxm.com
News - Zacks Bull and Bear of the Day Highlights: Whirlpool Corporation, SIRIUS XM Radio, Biogen Idec Inc., Elan Corp. and Acorda Therapeutics (BIZ) Jan 14, 2010 5:00:00 PM

CHICAGO--(BUSINESS WIRE)-- Zacks Equity Research highlights Whirlpool Corporation (NYSE: WHR) as the Bull of the Day and SIRIUS XM Radio (Nasdaq: SIRI) the Bear of the Day. In addition, Zacks Equity Research provides analysis on Biogen Idec Inc. (Nasdaq: BIIB), Elan Corp. (NYSE: ELN) and Acorda Therapeutics (Nasdaq: ACOR). Full analysis of all these stocks is available at http://at.zacks.com/?id=2678. Here is a synopsis of all five stocks: Bull of the Day: Whirlpool Corporation (NYSE: WHR) is set to benefit from greater geographic flexibility in the face of deteriorated conditions in the U.S. and European markets. It enjoys a brand image developed through continued investment in innovating new products. The company has a diversified product portfolio, which helps it to serve distinct markets across the world. It aims to mitigate the slackening demand by undertaking significant cost reduction actions. These actions, in turn, have helped the company to improve liquidity. The company's earnings for the third quarter were much better than the Zacks Consensus Estimate. The results prompt us to upgrade the recommendation on Whirlpool from Neutral to Outperform with a target price of $92. Bear of the Day: We downgrade our recommendation for SIRIUS XM Radio (Nasdaq: SIRI) to Underperform following the emergence of alternative technology of commercial-free Internet radio and the extremely poor financial condition of the company. According to our view, SIRIUS XM's business model is going to face serious competition from the upcoming subscription-free Internet radio programming that will automatically customized to one's personal tastes. In addition, a continuation of the global economic downturn, particularly the slowdown in the auto industry, remains cause of concern. We did not find any growth catalyst that may result in upward movement of the stock price in the near-term. Our price target notches down a penny to 64 cents per share. Latest Posts on the Zacks Analyst Blog: Biogen's Tysabri a Blockbuster Biogen Idec Inc. (Nasdaq: BIIB) recently announced that its multiple sclerosis (MS) drug Tysabri achieved blockbuster status in 2009. Sales of the drug, which is approved for relapsing forms of MS in the US and for relapsing-remitting MS in the EU, achieved $1 billion in sales in 2009. Tysabri is marketed by Biogen in collaboration with Elan Corp. (NYSE: ELN). In addition to reporting Tysabri sales, Biogen provided an update on other products and pipeline candidates. The company stated that it intends to grow Avonex and Rituxan sales through lifecycle management. Meanwhile, Biogen recently submitted a marketing authorization application seeking approval from the European

68 of 81

Medicines Agency for Fampridine prolonged release tablets. The company is seeking approval for the use of the candidate to improve the walking ability of adult patients with MS. Biogen is also seeking approval in Canada. Partner, Acorda Therapeutics (Nasdaq: ACOR) has filed for approval in the US. Biogen also has plans to commence a registrational trial with its recombinant Factor IX Fc fusion protein in hemophilia B patients and a phase I study with anti-LINGO-1 for MS in the first half of 2010. While we are pleased to hear that Tysabri is now a blockbuster drug, we are concerned about the slowdown in the number of new patients adopting Tysabri. As of the end of December 2009, Biogen estimates that about 48,800 patients have been on commercial and clinical Tysabri therapy worldwide, up from 46,200 patients at the end of September 2009. Get the full analysis of all these stocks by going to http://at.zacks.com/?id=2649. About the Bull and Bear of the Day Every day, the analysts at Zacks Equity Research select two stocks that are likely to outperform (Bull) or underperform (Bear) the markets over the next 3-6 months. About the Analyst Blog Updated throughout every trading day, the Analyst Blog provides analysis from Zacks Equity Research about the latest news and events impacting stocks and the financial markets. About Zacks Equity Research Zacks Equity Research provides the best of quantitative and qualitative analysis to help investors know what stocks to buy and which to sell for the long-term. Continuous analyst coverage is provided for a universe of 1,150 publicly traded stocks. Our analysts are organized by industry which gives them keen insights to developments that affect company profits and stock performance. Recommendations and target prices are six-month time horizons. Zacks "Profit from the Pros" e-mail newsletter provides highlights of the latest analysis from Zacks Equity Research. Subscribe to this free newsletter today by visiting http://at.zacks.com/?id=2677. About Zacks Zacks.com is a property of Zacks Investment Research, Inc., which was formed in 1978 by Leonard Zacks. As a PhD in mathematics Len knew he could find patterns in stock market data that would lead to superior investment results. Amongst his many accomplishments was the formation of his proprietary stock picking system; the Zacks Rank, which continues to outperform the market by nearly a 3 to 1 margin. The best way to unlock the profitable stock recommendations and market insights of Zacks Investment Research is through our free daily email newsletter; Profit from the Pros. In short, it's your steady flow of Profitable ideas GUARANTEED to be worth your time! Register for your free subscription to Profit from the Pros at http://at.zacks.com/?id=4582. Visit http://www.zacks.com/performance for information about the performance numbers displayed in this press release. Follow us on Twitter: http://twitter.com/zacksresearch Join us on Facebook: http://www.facebook.com/home.php#/pages/Zacks-Investment-Research/57553657748?ref=ts Disclaimer: Past performance does not guarantee future results. Investors should always research companies and securities before making any investments. Nothing herein should be construed as an offer or solicitation to buy or sell any security.
Source: Zacks.com

----------------------------------------------

69 of 81

Zacks.com Mark Vickery 312-265-9380 Visit: www.zacks.com

News - Arbitron Study of Satellite Radio Shows More Than 35 Million 'Premium' Listeners (PRN) Jan 14, 2010 8:00:00 AM

NEW YORK, Jan. 14 /PRNewswire-FirstCall/ -- SIRIUS XM Radio (Nasdaq: SIRI) today announced the results of an Arbitron study of satellite radio subscribers conducted in October and November 2009 that found listenership is larger than previously estimated and scores much higher on key demographic criteria compared to the general population and AM/FM radio listeners. (Logo: http://www.newscom.com/cgi-bin/prnh/20080819/NYTU044LOGO ) Arbitron's study showed that more than 35 million total adult listeners tune in to SIRIUS XM, 32 million of which are weekly listeners. The study found SIRIUS XM listeners prefer satellite radio over other audio options available to them. Respondents indicated that the percent of total time spent listening to audio in general is 62% to SIRIUS XM, 16% to AM/FM, 4% to streaming internet, and 10% of the time using mobile devices. Arbitron found that in a typical day, SIRIUS XM listeners spend 2 hours and 45 minutes in their vehicle, which is significant, given that while they are in their cars, they spend 71% of their time listening to SIRIUS XM compared with 17% of their time listening to AM/FM radio, and 5% of the time using mobile devices. Significantly, the Arbitron study revealed that past week SIRIUS XM listeners indexed higher on key audience attributes education, income, and receptiveness:
-- Highly-educated audience. 56% of SIRIUS XM listeners graduated from college or have advanced degrees compared with 24% of AM/FM radio listeners and 25% of the general population(1). -- Affluent listener base. 24% of SIRIUS XM listeners have household incomes of $150,000 or more compared with 9% of AM/FM radio listeners and 9% of the general population(2). -- Highly receptive to commercials. Of those who indicated they were more likely to change the channel when a commercial came on, in comparing SIRIUS XM and AM/FM radio, SIRIUS XM listeners are 61% more likely to stay with a commercial on satellite radio than with those that air on AM/FM radio stations.

"This study proves what we at SIRIUS XM have known for years not only do we have the best programming in radio, but we have some of the most valuable listeners in all of media," said Scott Greenstein, President and Chief Content Officer, SIRIUS XM. "Our combination of unparalleled audio content and unrivaled in-car delivery continues to attract a discerning cross-section of Americans." "In a time of divergent media and ever greater competition for consumers' attention, this Arbitron study leads national advertisers to a highly-prized premium consumer audience." said Kathleen Mahoney, Vice President, Market Research, SIRIUS XM. "We are proud to have this engaged and influential audience of more than 35 million people who passionately listen to SIRIUS XM more than four times longer than they do to AM/FM radio." The Arbitron study excluded SIRIUS XM's music channels since they are commercial free. The study focused solely on SIRIUS XM's news, talk, entertainment, sports, and other commercial programming channels. Arbitron found that listeners spent more than seven hours a week listening to these commercial channels on SIRIUS XM. (1) Scarborough USA Plus, Release 1, 2009.

70 of 81

(2) Scarborough USA Plus, Release 1, 2009. About SIRIUS XM Radio SIRIUS XM Radio is America's satellite radio company delivering to subscribers commercial-free music channels, premier sports, news, talk, entertainment, and traffic and weather. SIRIUS XM Radio has content relationships with an array of personalities and artists, including Howard Stern, Martha Stewart, Oprah Winfrey, Rosie O'Donnell, Jamie Foxx, Barbara Walters, Opie & Anthony, Bubba the Love Sponge, Bob Edwards, Chris "Mad Dog" Russo, Jimmy Buffett, The Grateful Dead, Willie Nelson, Bob Dylan and Tom Petty. SIRIUS XM Radio is the leader in sports programming as the Official Satellite Radio Partner of the NFL, Major League Baseball, NASCAR, NBA, NHL, and PGA TOUR and major college sports. SIRIUS XM Radio has arrangements with every major automaker. SIRIUS XM Radio products are available at shop.sirius.com and shop.xmradio.com, and at retail locations nationwide, including Best Buy, RadioShack, Wal-Mart and independent retailers. SIRIUS XM Radio also offers SIRIUS Backseat TV, the first ever live in-vehicle rear seat entertainment featuring Nickelodeon, Disney Channel and Cartoon Network; XM NavTraffic service for GPS navigation systems delivers real-time traffic information, including accidents and road construction, for more than 80 North American markets. This communication contains "orward-looking statements"within the meaning of the Private Securities Litigation Reform f 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 " ill likely result,""are expected w to,"" nticipate,"believe,"" lan,"" stimate,""ntend,"" ill,""hould,"" ay,"or words of similar meaning. Such forward-looking a " p e i w s m 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: our substantial indebtedness; 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; the useful life of our satellites; our dependence upon automakers and other third parties; our competitive position versus other forms of audio and video entertainment; and general economic conditions. 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' Annual Report on Form 10-K for the year ended December 31, 2008 and XM's Annual Report on Form 10-K for the year ended December 31, 2008, which are filed with the Securities and Exchange Commission (the " EC" and available at the SEC's Internet site (http://www.sec.gov). The information set forth herein S ) 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. G-SIRI
Contacts for SIRIUS XM Radio:

Patrick Reilly SIRIUS XM Radio 212 901 6646 patrick.reilly@siriusxm.com

71 of 81

SOURCE SIRIUS XM Radio ---------------------------------------------Patrick Reilly SIRIUS XM Radio +1-212 901 6646 patrick.reilly@siriusxm.com
News - Biggest Medical Breakthroughs and Milestones of the Last Decade Broadcast on SIRIUS XM's 'Doctor Radio' Channel (PRN) Topics include robotic surgery, the first human face transplant, Botox, cervical cancer vaccines, minimally invasive organ removal, advances in heart valve replacement, infertility treatments and more Jan 8, 2010 3:40:00 PM

NEW YORK, Jan. 8 /PRNewswire-FirstCall/ -- SIRIUS XM Radio (Nasdaq: SIRI) today announced that it will broadcast The Dean's List: A Decade in Medicine, an in-depth special exploring the medical breakthroughs and milestones of the last ten years hosted by Dr. Andrew Brotman, Vice Dean for Clinical Affairs, NYU Langone Medical Center, on Doctor Radio, SIRIUS XM's 24/7 health and medical channel. (Logo: http://www.newscom.com/cgi-bin/prnh/20080819/NYTU044LOGO) Dr. Brotman and his distinguished panel of world-class doctors from the NYU Langone Medical Center -- Dr. Aubrey Galloway, Seymour Cohn Professor and Chairman of Department of Cardiothoracic Surgery; Dr. H. Leon Pachter, George David Stewart Professor and Chairman, Department of Surgery; Dr. David Keefe, Professor and Chairman, Department of Obstetrics and Gynecology -- will look back at the medical research, discoveries and breakthroughs from the last decade spanning fields including surgery, genetics, infertility treatments, vaccines, organ removal, and heart surgery, and look ahead to what the future holds for these areas and many others. The Dean's List: A Decade in Medicine will air on January 9 at 12:00 pm ET on Doctor Radio, SIRIUS channel 114 and XM channel 119. It will replay January 9 at 8:00 pm ET and January 10 at 7:00 pm ET. Topics include the first ever full facial transplant (performed at The Cleveland Clinic); the mapping of the human genome; the first vaccine for HPV, the human papillomavirus; the FDA's approval of Botox for cosmetic use; the first non-invasive removal of a kidney through a patient's naval; and more. On The Dean's List, Dr. Brotman explores the worlds of health care and medicine, the latest medical research and breakthroughs, cutting-edge medical technologies and the issues affecting the way doctors practice medicine. Dr. Brotman is also a Professor of Psychiatry at the NYU School of Medicine. Doctor Radio features live, call-in shows hosted by leading NYU Langone Medical Center doctors from a vast array of fields including: child psychology; sexual health; plastic surgery; emergency room medicine; cancer; heart health; women's health; dermatology; pediatrics; men's health; diet and nutrition; sports medicine; psychiatry; and more. For sample audio clips and a complete programming lineup visit www.sirius.com/doctorradio. About SIRIUS XM Radio SIRIUS XM Radio is America's satellite radio company delivering to subscribers commercial-free music channels, premier sports, news, talk, entertainment, and traffic and weather. SIRIUS XM Radio has content relationships with an array of personalities and artists, including Howard Stern, Martha Stewart, Oprah Winfrey, Rosie O'Donnell, Jamie Foxx, Barbara Walters, Opie & Anthony, Bubba the Love Sponge, Bob Edwards, Chris "Mad Dog" Russo, Jimmy Buffett, The Grateful Dead, Willie Nelson, Bob Dylan and Tom Petty. SIRIUS XM Radio is the leader in sports programming as the Official Satellite Radio Partner of the NFL, Major League Baseball, NASCAR, NBA, NHL, and PGA TOUR and major college sports.

72 of 81

SIRIUS XM Radio has arrangements with every major automaker. SIRIUS XM Radio products are available at shop.sirius.com and shop.xmradio.com, and at retail locations nationwide, including Best Buy, RadioShack, Wal-Mart and independent retailers. SIRIUS XM Radio also offers SIRIUS Backseat TV, the first ever live in-vehicle rear seat entertainment featuring Nickelodeon, Disney Channel and Cartoon Network; XM NavTraffic service for GPS navigation systems delivers real-time traffic information, including accidents and road construction, for more than 80 North American markets. This communication contains "orward-looking statements"within the meaning of the Private Securities Litigation Reform f 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 " ill likely result,""are expected w to,"" nticipate,"believe,"" lan,"" stimate,""ntend,"" ill,""hould,"" ay,"or words of similar meaning. Such forward-looking a " p e i w s m 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: our substantial indebtedness; 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; the useful life of our satellites; our dependence upon automakers and other third parties; our competitive position versus other forms of audio and video entertainment; and general economic conditions. 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' Annual Report on Form 10-K for the year ended December 31, 2008 and XM's Annual Report on Form 10-K for the year ended December 31, 2008, which are filed with the Securities and Exchange Commission (the " EC" and available at the SEC's Internet site (http://www.sec.gov). The information set forth herein S ) 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. P-SIRI

Contact for SIRIUS XM Radio Hillary Schupf 212.901.6739 hillary.schupf@siriusxm.com

SOURCE SIRIUS XM Radio ---------------------------------------------News - 'Mary J. Blige Week' to Launch on SIRIUS XM Radio (PRN) Special encore broadcast of Mary's "Artist Confidential" performance at the SIRIUSRadio For SIRIUS XM XM studio Jan 7, 2010 11:58:00 AM

Hillary Schupf +1-212-901-6739 NEW YORK, Jan. 7 /PRNewswire-FirstCall/ -- hillary.schupf@siriusxm.com SIRIUS XM Radio (Nasdaq: SIRI) announced today that it will launch

73 of 81

"Mary J. Blige Week," seven-days of special programming featuring performances, music and interviews showcasing the career of the Grammy Award-winning artist, from her famous collaborations and classic hits to her newest album, Stronger withEach Tear. (Logo: http://www.newscom.com/cgi-bin/prnh/20080819/NYTU044LOGO ) The special will launch on Monday, January 11 at 12:00 am ET and will run until Sunday, January 17 at 11:59 pm ET on The Heat, SIRIUS channel 50 and XM channel 68. "Mary J. Blige Week," hosted by Mary herself, will feature a special program, "Mary & Me," during which Mary will play and discuss her favorite collaborations; a track by track listen of her latest album, Stronger withEach Tear; and a countdown of her favorite hip-hop songs. The seven-day special will also feature an encore broadcast of her performance at the SIRIUS XM studio. On December 21, the day her ninth studio album, Stronger withEach Tear, was released, Mary performed in front of a studio audience as part of SIRIUS XM's Artist Confidential, the acclaimed radio series that features important and timeless names in music sitting down for candid interviews, intimate conversations with satellite radio listeners. The performance and interview will be rebroadcast on Monday, January 11 at 3:00 pm ET, and on Sunday, January 17 at 6:00 pm ET. For more information, please visit www.sirius.com or www.xmradio.com. About SIRIUS XM Radio SIRIUS XM Radio is America's satellite radio company delivering to subscribers commercial-free music channels, premier sports, news, talk, entertainment, and traffic and weather. SIRIUS XM Radio has content relationships with an array of personalities and artists, including Howard Stern, Martha Stewart, Oprah Winfrey, Rosie O'Donnell, Jamie Foxx, Barbara Walters, Opie & Anthony, Bubba the Love Sponge, Bob Edwards, Chris "Mad Dog" Russo, Jimmy Buffett, The Grateful Dead, Willie Nelson, Bob Dylan and Tom Petty. SIRIUS XM Radio is the leader in sports programming as the Official Satellite Radio Partner of the NFL, Major League Baseball, NASCAR, NBA, NHL, and PGA TOUR and major college sports. SIRIUS XM Radio has arrangements with every major automaker. SIRIUS XM Radio products are available at shop.sirius.com and shop.xmradio.com, and at retail locations nationwide, including Best Buy, RadioShack, Wal-Mart and independent retailers. SIRIUS XM Radio also offers SIRIUS Backseat TV, the first ever live in-vehicle rear seat entertainment featuring Nickelodeon, Disney Channel and Cartoon Network; XM NavTraffic service for GPS navigation systems delivers real-time traffic information, including accidents and road construction, for more than 80 North American markets. This communication contains "orward-looking statements"within the meaning of the Private Securities Litigation Reform f 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 " ill likely result,""are expected w to,"" nticipate,"believe,"" lan,"" stimate,""ntend,"" ill,""hould,"" ay,"or words of similar meaning. Such forward-looking a " p e i w s m 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: our substantial indebtedness; 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; the useful life of our satellites; our dependence upon automakers and other third parties; our competitive position versus other forms of audio and video entertainment; and general economic conditions. 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' Annual Report on Form 10-K for the year ended December 31, 2008 and XM's Annual

74 of 81

Report on Form 10-K for the year ended December 31, 2008, which are filed with the Securities and Exchange Commission (the " EC" and available at the SEC's Internet site (http://www.sec.gov). The information set forth herein S ) 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. P-SIRI
Contact for SIRIUS XM Radio: Samantha Bowman SIRIUS XM Radio 212 901 6644 Samantha.bowman@siriusxm.com

SOURCE SIRIUS XM Radio ---------------------------------------------Samantha Bowman SIRIUS XM Radio +1-212-901-6644 Samantha.bowman@siriusxm.com

News - Skymark Research Initiates Independent Research Coverage On SIRIUS XM Radio (GNW) Jan 7, 2010 9:00:00 AM

CALGARY, Alberta, Jan. 7, 2010 (GLOBE NEWSWIRE) -- Skymark Research, a leading provider of small- and micro-cap independent investment research, today initiated coverage on SIRIUS XM Radio (Nasdaq:SIRI). Skymark Research is currently offering a complimentary trial subscription. To view our research go to: www.skymarkresearch.com About SMR: Skymark Research is a leading provider of independent investment research in North America. Our services include research analysis on the small- and micro-cap markets, real-time news and financial data, market commentary and the SMR newsletter. Skymark Research's staff of small-cap investment professionals is dedicated to providing the small market's investment community with the tools and avenues necessary to make the important investment decisions. To view our research reports on a complimentary trial basis and take advantage of our other services, go to www.skymarkresearch.com and click on the complimentary trial subscription button on our home page, or go directly to our registration page at www.skymarkresearch.com/signup.php The Skymark Research logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=6683 About SIRIUS XM Radio (Nasdaq:SIRI) SIRIUS XM Radio (Nasdaq:SIRI) is America's satellite radio company delivering to subscribers commercial-free music channels, premier sports, news, talk, entertainment, and traffic and weather. SMR Disclosure:

75 of 81

Skymarkresearch.com is not a registered investment advisor and nothing contained in any materials should be construed as a recommendation to buy or sell any securities. Skymark Research has not been compensated by any of the above mentioned companies. Please read our report and visit our Web site, www.skymarkresearch.com, for complete risks and disclosures.
CONTACT: Skymark Research Dylan Boyle 202-657-6249 info@skymarkresearch.com
News - Audiovox Adds XMp3i Portable Satellite Radio to Line (PRN) Jan 6, 2010 3:00:00 PM

LAS VEGAS, Jan. 6 /PRNewswire-FirstCall/ -- International CES, Booth 11006-10506 - Audiovox Corporation (Nasdaq: VOXX) today announced that it will be supplying the XMp3i from SIRIUS XM Radio (Nasdaq: SIRI) as part of its line-up. XMp3i will carry an MSRP of $229.95. XMp3i is SIRIUS XM's smallest and most innovative portable satellite radio and MP3 player. Loaded with features, the XMp3i is capable of recording up to 100 hours of live XM programming, including up to 10 hours of songs from XM's commercial-free music channels, and gives users the ability to pause, rewind and replay up to 30 minutes of live satellite radio at the touch of a button. The XMp3i also features SIRIUS XM's revolutionary PowerConnect technology. With a PowerConnect Vehicle Kit (sold separately) users can enjoy satellite radio anywhere they drive through their vehicle's FM radio. The color-coded vehicle dock is simple to connect for easy Do-It-Yourself Installation in any vehicle. Tom Malone, president of Audiovox Electronics Corporation stated, "The addition of this innovative new model further strengthens the SIRUS XM line that we supply and further expands our relationship with SIRIUS XM. We believe there is an appetite among consumers for this product and we look forward to placing it with our retail customers." In addition, an enhanced Programming Guide provides subscribers with more ways than ever to discover their favorite shows and music. XMp3i is also compatible with "The Best of SIRIUS" programming package, and boasts a slot for a microSD memory card to make it easy for listeners to add and enjoy more of their personal music library. Visit Audiovox Corporation @ the 2010 International Consumer Electronics Show, the world's largest tradeshow for consumer technology at the Las Vegas Convention Center, Booth 11006-10506 in the Central Hall. About Audiovox Audiovox (Nasdaq: VOXX) is a recognized leader in the marketing of automotive entertainment, vehicle security and remote start systems, consumer electronics products and consumer electronics accessories. The company is number one in mobile video and places in the top ten of almost every category that it sells. Among the lines marketed by Audiovox are its mobile electronics products including mobile video systems, FLO TV, Mobile Video + PlayStation 2 systems, auto sound systems including satellite radio, vehicle security and remote start systems; consumer electronics products such as MP3 players, digital camcorders, DVRs, Internet radios, clock radios, portable DVD players, multimedia products like digital picture frames and home and portable stereos; consumer electronics accessories such as indoor/outdoor antennas, connectivity products, headphones, speakers, wireless solutions, remote controls, power & surge protectors and media cleaning & storage devices; Energizer-branded products for rechargeable batteries and battery packs for camcorders, cordless phones, digital cameras and DVD players, as well as for power supply systems, automatic voltage regulators and surge protectors. The company markets its products through an extensive distribution network that includes power retailers, 12-volt specialists, mass merchandisers and an OE sales group. The company markets products under the Audiovox, RCA, Jensen, Acoustic Research, Energizer, Advent, Code Alarm, TERK, Prestige and SURFACE brands. For additional information, visit our Web site at www.audiovox.com. Follow Audiovox on Twitter: Twitter.com/ RCA_Cait and Twitter.com/VOXinVegas. Become a fan of our Facebook Pages: Audiovox on Facebook and RCA on Facebook. Subscribe to our channel: Audiovox on YouTube.

76 of 81

Except for historical information contained herein, statements made in this release that would constitute forward-looking statements may involve certain risks and uncertainties. All forward-looking statements made in this release are based on currently available information and the Company assumes no responsibility to update any such forward-looking statement. The following factors, among others, may cause actual results to differ materially from the results suggested in the forward-looking statements. The factors include, but are not limited to, risks that may result from changes in the Company's business operations; our ability to keep pace with technological advances; significant competition in the mobile and consumer electronics businesses as well as the wireless business; our relationships with key suppliers and customers; quality and consumer acceptance of newly introduced products; market volatility; non-availability of product; excess inventory; price and product competition; new product introductions; the possibility that the review of our prior filings by the SEC may result in changes to our financial statements; and the possibility that stockholders or regulatory authorities may initiate proceedings against Audiovox and/or our officers and directors as a result of any restatements. Risk factors associated with our business, including some of the facts set forth herein, are detailed in the Company's Form 10-K for the fiscal year ended February 28, 2009 and in its most recent Form 10-Q filing with the Securities and Exchange Commission. About SIRIUS XM Radio SIRIUS XM Radio is America's satellite radio company delivering to subscribers commercial-free music channels, premier sports, news, talk, entertainment, and traffic and weather. SIRIUS XM Radio has content relationships with an array of personalities and artists, including Howard Stern, Martha Stewart, Oprah Winfrey, Rosie O'Donnell, Jamie Foxx, Barbara Walters, Opie & Anthony, Bubba the Love Sponge, Bob Edwards, Chris "Mad Dog" Russo, Jimmy Buffett, The Grateful Dead, Willie Nelson, Bob Dylan and Tom Petty. SIRIUS XM Radio is the leader in sports programming as the Official Satellite Radio Partner of the NFL, Major League Baseball, NASCAR, NBA, NHL, and PGA TOUR and major college sports. SIRIUS XM Radio has arrangements with every major automaker. SIRIUS XM Radio products are available at shop.sirius.com and shop.xmradio.com, and at retail locations nationwide, including Best Buy, RadioShack, Wal-Mart and independent retailers. SIRIUS XM Radio also offers SIRIUS Backseat TV, the first ever live in-vehicle rear seat entertainment featuring Nickelodeon, Disney Channel and Cartoon Network; XM NavTraffic service for GPS navigation systems delivers real-time traffic information, including accidents and road construction, for more than 80 North American markets. This communication contains "orward-looking statements"within the meaning of the Private Securities Litigation Reform f 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 " ill likely result,""are expected w to,"" nticipate,"believe,"" lan,"" stimate,""ntend,"" ill,""hould,"" ay,"or words of similar meaning. Such forward-looking a " p e i w s m 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: our substantial indebtedness; 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; the useful life of our satellites; our dependence upon automakers and other third parties; our competitive position versus other forms of audio and video entertainment; and general economic conditions. 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' Annual Report on Form 10-K for the year ended December 31, 2008 and XM's Annual Report on Form 10-K for the year ended December 31, 2008, which are filed with the Securities and Exchange Commission (the " EC" and available at the SEC's Internet site (http://www.sec.gov). The information set forth herein S ) 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.

77 of 81

Audiovox Contacts: Jeremy Stoehr Phone: 1-631-436-6371 Laurie Shulman, Marina Maher Communications Phone: 1-212-485-6865

Email: jstoehr@audiovox.com Email: lshulman@mahercomm.com

SOURCE Audiovox Corporation ---------------------------------------------Audiovox Contacts: Jeremy Stoehr +1-631-436-6371 jstoehr@audiovox.com; or Laurie Shulman Marina Maher Communications +1-212-485-6865 lshulman@mahercomm.com
News - Ring In The New Year With SIRIUS XM Radio (PRN) Audio and video clips from the 20 best moments at SIRIUS XM in 2009: www.sirius.com/yearinreview or www.xmradio.com/yearinreview Dec 24, 2009 6:00:00 AM

NEW YORK, Dec. 24 /PRNewswire-FirstCall/ -- SIRIUS XM Radio (Nasdaq: SIRI) announced that it will ring in the new year with an extensive lineup of New Year's Eve programming that spans its wide-ranging music, talk and sports channels. (Logo: http://www.newscom.com/cgi-bin/prnh/20080819/NYTU044LOGO ) Whether listening in the car, at home, or at a party, SIRIUS XM listeners will have an expansive selection of entertainment options to choose from, including live concerts, exclusive DJ sets, various year-end countdowns and more. Music: Listeners will hear concert broadcasts from all over the country featuring an eclectic lineup of world-class talent, including Gregg Allman's concert at Twin River Event Center in Lincoln, RI; New Jersey rock and roll legend Southside Johnny's concert at the Count Basie Theatre in Red Bank, NJ; and Little Feat's concert at the Recher Theatre in Towson, MD. Listeners will also hear country music icon Willie Nelson's concert, recorded live at his Night Life Theater in Carl's Corner, TX, airing on his Willie's Place channel, SIRIUS channel 64 and XM channel 13; hip-hop group Public Enemy's concert, recorded live at Belly Up in Aspen, CO on December 27; and electronic music duo Crystal Method's concert, recorded live at Belly Up in Aspen, CO on December 30. SIRIUS XM will also broadcast nonstop vintage New Year's Eve Bruce Springsteen concerts on Springsteen's E Street Radio channel, SIRIUS channel 10 and XM channel 58; and a classic Jimmy Buffett concert, recorded at the Hollywood Bowl in Los Angeles on December 31, 1999, on his Radio Margaritaville channel, SIRIUS channel 31 and XM channel 55. Internationally-renowned DJ Paul Oakenfold will spin live from Las Vegas on New Year's Eve. In addition, listeners will hear exclusive sets by DJs Tiesto and Paul van Dyk throughout the evening and a special set by St. Tropez DJ, Jack E on New Year's Day. The DJ sets will air on Area, SIRIUS channel 38 and XM channel 80. The Grateful Dead Channel, SIRIUS channel 32 and XM channel 57, will pay homage to The Dead's tradition of playing a series of live shows between Christmas and New Year's, a tradition named by fans as "New Year's Run." From Saturday, December 26 through Thursday, December 31, SIRIUS XM listeners will hear archival shows from previous years' "New Year's Runs." SIRIUS XM's New Year's Nation channel, SIRIUS channel 3 and XM channel 23, is custom-created to serve as the ultimate

78 of 81

soundtrack to New Year's Eve parties around the country and will feature the biggest, upbeat party hits from genres across SIRIUS XM's music platform. The channel will launch on Thursday, December 31 at 3:00 pm ET and will air through Friday, January 1 at 6:00 pm ET. Real Jazz, SIRIUS channel 72 and XM channel 70, presents NPR's 30th "Toast of the Nation" from 7:00 pm to 4:00 am ET New Year's Day featuring live jazz, coast to coast, with performances from John Pizzarelli, Irvin Mayfield, Anat Cohen, The Bad Plus and Big Bad Voodoo Daddy. Metropolitan Opera Radio, SIRIUS channel 78 and XM channel 79, will usher out 2009 with a live broadcast of the Met's New Year's Eve Gala featuring the highly-anticipated new production premiere of Bizet's Carmen. SIRIUS XM's various decades and wide-ranging genre channels will each offer special New Year's Eve programming, including countdowns, the best of in-studio performances, interviews and more. Comedy and Talk: The History of Howard Stern: Act III is the third chapter in the award-winning radio documentary series that offers listeners a rare behind-the-scenes look at the life, career and achievements of Howard Stern. Act III celebrates and chronicles Howard's life and career as he is crowned "The King of all Media." Catch the last two installments of this ten-part series on December 31 and January 1, beginning both days at 6:00 am ET on Howard 100 and 6:00 am PT on Howard 101, with encore presentations nightly and throughout the weekend. The Foxxhole, SIRIUS channel 106 and XM channel 149, which is executive produced by Jamie Foxx, will present a special New Year's Eve countdown at 11:30 pm ET. Listeners will hear Jamie Foxx songs and performances, ranging from Foxx singing his number one hit "Blame It" live during his Las Vegas tour stop this summer, to some of his greatest (and funniest) songs he has performed in his studio with his crew on his weekly radio show on The Foxxhole. The channel will also air the "2009 Foxxhole Awards Show," a year in review special featuring the greatest moments of 2009 from The Jamie Foxx Show on New Year's Day at 5:00 pm ET. SIRIUS XM's Raw Dog Comedy, SIRIUS channel 104 and XM channel 150, will present its annual "Raw Dog's New Year's Effin' Eve," the five-hour special showcasing various comedy segments with special guests, including Tom Arnold, Jim Breuer, Lewis Black, Cheech & Chong, Terry Gilliam, Kevin Nealon and others. In addition to the diverse collection of sketches and comedic bits, listeners will also hear two different Jim Breuer comedy concerts both recorded in December 2009. All day long on New Year's Day, world-class doctors from NYU Langone Medical Center will offer "Hangover Helpers"-tips, tricks, and simple solutions to help listeners treat what ails them the day after the parties. Doctor Radio, SIRIUS channel 114 and XM channel 119, is SIRIUS XM's 24/7 health and medical channel. P.O.T.U.S., SIRIUS XM's nonpartisan channel dedicated to "Politics of the United States," will relive the year in politics on its comprehensive special, "P.O.T.U.S. '09 - Retrospective." Through a montage of clips, speeches and special reports, the retrospective will bring listeners inside key political events such as Obama's historic inauguration, including the President's full address; the passing of Sen. Ted Kennedy; and the debates surrounding healthcare reform, economic stimulus, and plans for the war in Afghanistan. "P.O.T.U.S. '09 - Retrospective" will debut December 31 at 12:00 pm ET and run through January 1 at 6:00 am ET. P.O.T.U.S. airs on SIRIUS channel 110 and XM channel 130. Sports: SIRIUS XM sports personality Chris 'Mad Dog' Russo's special 2009 year-in-review show will air New Year's Eve and New Year's Day on Mad Dog Radio, SIRIUS channel 123 and XM channel 144. Mad Dog ranks his top 10 sports stories of 2009 and talks one-on-one with the people at the center of the events including: perfect game winner Mark Buehrle, Lakers coach Phil Jackson and golf legend Tom Watson. SIRIUS XM will offer college football fans six bowl games on New Year's Eve and New Year's Day including the Bell Helicopter Armed Forces Bowl, Texas Bowl, Chick-fil-A Bowl, Outback Bowl, Rose Bowl and Allstate Sugar Bowl. For game times and channels please visit www.sirius.com/collegesports or www.xmradio.com/collegesports. The "Stewie Awards," hosted by two-time NASCAR champion Tony Stewart, will re-air New Year's Eve at 8:30 pm ET on

79 of 81

SIRIUS NASCAR Radio, SIRIUS channel 128 and XM channel 128 with the "Best of SIRIUS." The lighthearted awards show, which honors the best, boldest and funniest moments of the NASCAR season, features one-on-one interviews with many of the top personalities from the sport including: 2009 NASCAR champ Jimmie Johnson, Jeff Gordon, Mark Martin, Rick Hendrick and others. SIRIUS XM will offer hockey fans live play-by-play of the 2010 NHL Winter Classic on New Year's Day, featuring the Philadelphia Flyers facing off against the Boston Bruins at Fenway Park, on NHL Home Ice, XM channel 204 and SIRIUS channel 208 with the "Best of XM." Sports fans can also get live play-by-play of NBA, NHL and college basketball games scheduled for New Year's Eve and New Year's Day. Visit www.sirius.com or www.xmradio.com for listings with game times and channels. For more information, please visit www.sirius.com or www.xmradio.com. About SIRIUS XM Radio SIRIUS XM Radio is America's satellite radio company delivering to subscribers commercial-free music channels, premier sports, news, talk, entertainment, and traffic and weather. SIRIUS XM Radio has content relationships with an array of personalities and artists, including Howard Stern, Martha Stewart, Oprah Winfrey, Rosie O'Donnell, Jamie Foxx, Barbara Walters, Opie & Anthony, Bubba the Love Sponge, Bob Edwards, Chris "Mad Dog" Russo, Jimmy Buffett, The Grateful Dead, Willie Nelson, Bob Dylan and Tom Petty. SIRIUS XM Radio is the leader in sports programming as the Official Satellite Radio Partner of the NFL, Major League Baseball, NASCAR, NBA, NHL, and PGA TOUR and major college sports. SIRIUS XM Radio has arrangements with every major automaker. SIRIUS XM Radio products are available at shop.sirius.com and shop.xmradio.com, and at retail locations nationwide, including Best Buy, RadioShack, Wal-Mart and independent retailers. SIRIUS XM Radio also offers SIRIUS Backseat TV, the first ever live in-vehicle rear seat entertainment featuring Nickelodeon, Disney Channel and Cartoon Network; XM NavTraffic service for GPS navigation systems delivers real-time traffic information, including accidents and road construction, for more than 80 North American markets. This communication contains "orward-looking statements"within the meaning of the Private Securities Litigation Reform f 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 " ill likely result,""are expected w to,"" nticipate,"believe,"" lan,"" stimate,""ntend,"" ill,""hould,"" ay,"or words of similar meaning. Such forward-looking a " p e i w s m 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: our substantial indebtedness; 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; the useful life of our satellites; our dependence upon automakers and other third parties; our competitive position versus other forms of audio and video entertainment; and general economic conditions. 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' Annual Report on Form 10-K for the year ended December 31, 2008 and XM's Annual Report on Form 10-K for the year ended December 31, 2008, which are filed with the Securities and Exchange Commission (the " EC" and available at the SEC's Internet site (http://www.sec.gov). The information set forth herein S ) 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. P-SIRI

80 of 81

Contact for SIRIUS XM Radio: Samantha Bowman SIRIUS XM Radio 212 901 6644 Samantha.bowman@siriusxm.com

SOURCE SIRIUS XM Radio ---------------------------------------------Samantha Bowman SIRIUS XM Radio +1-212-901-6644 Samantha.bowman@siriusxm.com

81 of 81