908937--3/10/2009--SIRIUS_XM_RADIO

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{capital, credit, financial}

{product, market, service}

{cost, operation, labor}

{personnel, key, retain}

{condition, economic, financial}

{debt, indebtedness, cash}

{system, service, information}

{financial, litigation, operation}

{loss, insurance, financial}

{regulation, government, change}

{property, intellectual, protect}

{stock, price, operating}

{stock, price, share}

{regulation, change, law}

Our business and our financial condition is being affected by general economic conditions. We need to refinance portions of our debt in the next two years, which refinancing may not be available. Our substantial indebtedness is adversely affecting us. Our business depends in large part upon automakers, a number of whom have experienced a sharp decline in sales, reduced production and are experiencing extreme financial difficulties. Failure of other third parties to perform could also adversely affect our business. Failure of our satellites would significantly damage our business. Potential satellite losses may not be covered by insurance. We may not be able to attract and/or retain our employees, and this may have an adverse effect on our ability to operate our business and achieve our business plan. Failure to comply with FCC requirements could damage our business. The anticipated benefits of the Merger may not be realized fully or may take longer to realize than expected. Our stockholders have approved a reverse stock split, and a reverse stock split could have certain adverse affects. We may from time to time modify our business plan, and these changes could adversely affect us and our financial condition. Our business might never become profitable. Demand for our services may be insufficient for them to become profitable. Programming is an important part of our services, and the costs to renew our programming arrangements may be more than anticipated. We must maintain and pay license fees for music rights. Higher than expected costs of attracting new subscribers, higher subscriber turnover or weaker than expected advertising revenue could each adversely affect our financial performance and operating results. Rapid technological and industry changes could make our services obsolete. Our broadcast studios, terrestrial repeater networks, satellite uplink facilities or other ground facilities could be damaged by natural catastrophes or terrorist activities. Consumers could pirate our services. The unfavorable outcome of pending or future litigation could have a material adverse effect. Our business may be impaired by third-party intellectual property rights. Electromagnetic interference from others could damage our business. Liberty Media Corporation has significant influence over our business and affairs and its interests may differ from ours. We depend on certain on-air talent with special skills. If we cannot retain these people, our business could suffer.

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908937--3/10/2009--SIRIUS_XM_RADIO_INC.