2007 ANNUAL REPORT AND PROXY STATEMENT TABLE OF CONTENTS Annual Report Letter to Stockholders . 1 Management’s Discussion and Analysis of Financial Condition and Results of Operations . 4 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 23 Selected Financial Data. 23 Quantitative and Qualitative Disclosure About Market Risks . 24 Controls and Procedures . 24 Management’s Report on Internal Control over Financial Reporting . 25 Comparison of Cumulative Total Returns . 26 Reports of Independent Registered Public Accounting Firm................................................... F-1 Consolidated Financial Statements . F-3 Notes to Consolidated Financial Statements . F-8 Notice of Annual Meeting of Stockholders and Proxy Statement November 2008 Dear Fellow Stockholders: It is my pleasure to address you today for the first time Exciting Opportunities for Growth as the Chief Executive Officer of SIRIUS XM Radio, SIRIUS XM Radio continues to be one of the growth one of the nation’s premier entertainment companies. stories in media, in addition to being one of the largest Having spent eighteen months bringing SIRIUS and media companies in the US in terms of subscribers. We XM together, it is a thrill to have finally completed this are well positioned to take advantage of our scale and exciting transaction. greater operating leverage. In fact, with such a small To you, our stockholders, thank you for your continued penetration of our target market, the opportunity for support over the past year, especially in light of the continued growth is significant. challenging economic environment. We have all been Our relationships with major automakers (our OEMs) shocked and dismayed by the sharp decline in our are a leading catalyst and driver of new subscribers. stock price. We continue to make every effort to grow While it has been widely reported that the number of our company, tell the SIRIUS XM story, and promote new cars sold in the United States has declined, SIR- our company as a sound investment in the US media IUS XM has been making tremendous progress business in both the short and long term. increasing the number of cars on the road that carry In the near-term, we are committed to managing our satellite radio. We fully expect our penetration gains to debt. We are exploring all options with regards to the continue driving net subscriber additions and we have debt maturities in 2009. Although credit is scarce right worked diligently over the past year to increase the now, and the credit available comes at a steep price, we number of cars that provide satellite radio. are engaged in discussions with banks and other finan- In 2009, we expect to have penetrated more than half cial institutions examining all of the financing options of the cars sold in the U.S. with satellite radio. We are available to our company. also focused on the used and certified pre-owned While the government’s final approval of the merger market for vehicles as a potential source for additional was long overdue, we have wasted no time integrating subscribers. In the past few years, automakers have the two companies and pushing to realize the synergies installed satellite radios in millions of vehicles across a we know our investors are anxious to see. Since clos- multitude of models. A prudent and targeted campaign ing, we have already increased our estimate of net to identify customers in these enabled vehicles, will synergies to $425 million for 2009 and we expect that also add to our ranks of subscribers. amount to increase in subsequent years. We began The retail aftermarket, including direct sales to new realizing these synergies the day the transaction and existing customers, remains an important source closed. of subscribers for our company. We will be introducing We have consolidated our senior management team new products with attractive price points for the retail and their organizations, combined our offering to aftermarket. In addition, over the past few years we advertisers, finalized our holiday promotion plans have learned what works and what does not at retail, and launched our unprecedented offering of new pro- and hope to use that experience to focus and tailor our gramming packages and better pricing, including marketing efforts in this channel. “Best of Both” programming options and a la carte channel choices. Exciting Content and New Packages I have been involved in many mergers, but cannot What distinguishes SIRIUS XM Radio today from think of one that has moved this quickly and aggres- other audio content providers is the sheer breadth sively post-closing. and depth of our programming and content. SIRIUS 1 XM Radio offers an unprecedented number of chan- Moving Forward nels, including: Over the next year, we will continue to operate with a • Approximately 70 commercial-free music channels, laser focus on executing on our expected synergies. covering an extensive array of genres We are eager and excited to finish the integration process and uncover additional benefits to deliver to • Over 65 news, sports, entertainment, international, our stockholders. I am confident and optimistic about weather and traffic channels our ability to continue our growth as we move forward. We remain committed to offering existing and pro- • Howard Stern, Oprah, Martha Stewart and other spective listeners access to compelling programming strong personalities and desirable programming and packages at reasonable prices. We will continue assets our prudent dialogue with content providers to keep bringing listeners a flow of new content and program- We can now leverage our content from both systems to ming options. We also continue to innovate by creating fuel growth. Most significantly, this month we our own exclusive, original content and nurturing in- launched our “Best of Both” packages which, for house talent. approximately $4 per month, give listeners from SIR- IUS and XM the ability to add some of the best of the I would like to thank our employees for their dedica- other platform to their existing subscription. tion and hard work. Their dedication has helped make this transition a seamless one for our customers. We are also thrilled to have launched the first-ever in Finally, I remain confident that SIRIUS XM is poised subscription media a la carte packages, which allow for great success. consumers to choose the specific channels they want to receive. And still there’s more — we have tailored packages for music lovers; options for those who want Sincerely, primarily sports, news and talk; and also channel packages that are strictly family friendly. Early next year, we expect to also have an interoperable radio in the market, which will break new ground in audio entertainment. We are also excited about the ancillary services, such as navigation, traffic, weather and data, MEL KARMAZIN that we have introduced and been well received by Chief Executive Officer consumers. SIRIUS XM Radio 2 On July 28, 2008, XM Satellite Radio Holdings Inc. merged with and into Vernon Merger Corporation, a wholly-owned subsidiary of us. As a result of the merger, XM Satellite Radio Holdings and its subsidiary, XM Satellite Radio Inc., became wholly owned subsidiaries of us. The merger was effected pursuant to an Agreement and Plan of Merger, dated as of February 19, 2007, entered into by and among us, XM Satellite Radio Holdings Inc. and Vernon Merger Corporation. The material included in this annual report reflects information for the year ended December 31, 2007 and does not give effect to the merger. Special Note Regarding Forward-Looking Statements The following cautionary statements identify important factors that could cause our actual results to differ materially from those projected in forward-looking statements made in this Annual Report on Form 10-K and in other reports and documents published by us from time to time. Any statements about our beliefs, plans, objectives, expectations, assumptions, future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “intend,” “plan,” “projection” and “outlook.” Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this report and in our Annual Report on Form 10-K for the year ended December 31, 2007 and in other reports and documents published by us from time to time, particularly the risk factors described therein. Among the significant factors that could cause our actual results to differ materially from those expressed in the forward-looking statements are: • our merger with XM Satellite Radio Holdings Inc. (“XM”), including the uncertainties relating to the indebtedness of XM; the possibility that the anticipated benefits of the merger may not be fully realized or may take longer to realize; and the risks associated with the undertakings made to the FCC and it affects on our business in the future; • the useful life of our satellites, which have experienced circuit failures on their solar arrays and other component failures and in many cases are not insured; • our dependence upon third parties, including manufacturers and distributors of satellite radios, retailers, automakers and programming providers; and • our competitive position versus other forms of audio and video entertainment including terrestrial