0

1

XM Satellite RadioAnnual Shareholders Meeting

May 26, 2005

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

…AND COUNTING

XM Stock Price – Full Year 2004

18

20

22

24

26

28

30

32

34

36

38

40

42

12/31/03

1/9/04

1/20/04

1/28/04

2/5/04

2/13/04

2/24/04

3/3/04

3/11/04

3/19/04

3/29/04

4/6/04

4/15/04

4/23/04

5/3/04

5/11/04

5/19/04

5/27/04

6/7/04

6/16/04

6/24/04

7/2/04

7/13/04

7/21/04

7/29/04

8/6/04

8/16/04

8/24/04

9/1/04

9/10/04

9/20/04

9/28/04

10/6/04

10/14/04

10/22/04

11/1/04

11/9/04

11/17/04

11/26/04

12/6/04

12/14/04

12/22/04

12/31/04

XM’s stock appreciated over 43% in 2004

XM Gets Rave Reviews

“XM is the market leader; its equipment is smaller and less expensive, chiefly because XM has developed

more sophisticated technology.”– Wall St. Journal, April 27, 2005

“A technological marvel. All baseball all the time, and it is highly addictive”

– Sports Illustrated, April 25, 2005

“Hardcore music buffs will likely do better with XM.”– Smart Money, March 2005

“Satellite radio is growing, and XM is top of the dial.”– BusinessWeek, August 26, 2004

XM Targeting Mass Market Opportunity

Over 230 million registered vehicles in the US

Over 110 million US households

Over 75% of the US population age 12 and older listens to radio daily and 94% tune in on a weekly basis

Addressing large markets with high radio listening penetration

Sources: Bureau of Transportation Statistics 2003, A.C. Neilson Media Research January 2004, Consumer Electronics Association, Radio & Marketing Fact Book 2003

Demonstrating A Mass Market

Achieving Broad Listener Appeal

Male

Female

34%

66%

Gender

35–4445–54

18–3455+

Age

24%

Source: Arbitron Custom Listening Study Spring 2004

24%26%

26%

Demonstrating a Rapidly Growing Subscriber Base

XM Expects to End 2005 with 5.5 Million Subscribers

XM Subscribers (000’s)

2001 2002 2003 2004

1,680

30 76 137 202347

483692

930

1,360

Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1

2,100

Q2

2,500

Q3

3,200

Q4

5,500

2005

Annual Guidance

3,770

Q1 May

4,000

And Leading the Satellite Radio Industry

7 Out of 10 Satellite Radio

Subscribers Have XM

Satellite Radio Subscriber Growth by Quarter

Source: XM Radio and publicly disclosed subscriber information

Since National Launch XM Has Expanded Channel Lineup and Invested In Content

Converted to 100% Commercial-Free Music

Including original music programming specials such as – “Then Again Live”and “Artist Confidential”

Increased to 151 Channels from 100 Channels with the addition of:

Bob Edwards, Opie & Anthony, Dr. Laura, G. Gordon Liddy, Tony Kornheiser and Air America

16 channels of Major League Baseball and 9 channels of College Sports

21 channels of XM Instant Traffic & Weather in 21 Major Markets

Bringing Live Music and Listeners Back to Radio

Over 1000 Live Performances at XM, including: Wynton Marsalis, Melissa Etheridge, Lenny Kravitz, Phil Collins, Randy Newman and Brian Wilson

Original programming including:

• Music Series Artist Confidential and Then…Again…Live

• From Bebop to Hip-Hop featuring Quincy Jones

• XM Presents Jazz at Lincoln Center

• Welcome to Da Chuuch with Big Snoop Dogg

• Tom Petty's Buried Treasure

XM Delivers the Best in News & Talk

Premium Sports ProgrammingCollege sports from the ACC, Big 10 and Pac 10, complete coverage of the2006 World Cup, season long IRL and NASCAR coverage, PGA Golf andsports talk from ESPN, Fox Sports and Sporting News

XM launched exclusive, 24-hour Major League Baseball radio channel, “Home Plate”, featuring baseball greats Cal Ripken Jr., Rob Dibble, Kevin Kennedy, Larry Bowaand Buck Martinez

And Major League Baseball

21 dedicated channels offering in-depth, up-to-date information about road and weather conditions

Provide traffic and weather conditions, with continuous, real-time updates 24 hours a day, seven days a week

The most comprehensive, on-demand traffic and weather updates available on the radio today

XM Instant Traffic & Weather

XM NavTraffic Available in OEM and Retail AftermarketFirst integrated satellite/GPS traffic system

Traffic data overlaid on navigation display

Continuously updated, real-time traffic alerts and time-to-destination

Available factory-installed in 2005 Acura RL and Cadillac CTS

Available for aftermarket installation in Pioneer's AVIC-N2 and Alpine NVE-N872A navigation system

XM Has Built Superior OEM Partnerships

38%

6%

56%

XM Radio Partners

Non Exclusive orUnaligned

General Motors

Honda

Toyota

Hyundai

Nissan

VW / Audi

Porsche

Kia

Subaru

Suzuki

XM is the exclusive OEM factory-installed distribution partner or preferred provider of data services to over 55% of the OEM marketplace

GM and Honda to Produce Nearly 2 Million XM-Equipped Vehicles in 2005

And is Winning OEM Deals

Nissan selected only XM to supply satellite-delivered data services XM radio offered as an option on all models of Nissan and Infiniti vehicles (18 models in total)

Hyundai first automaker to add standard XM to full vehicle lineupStarting in 2006, XM will be factory installed in Hyundai models

Toyota selected only XM for factory installationToyota and XM enter into long term data services agreement

XM Leads Retail AftermarketProducts and Pricing• Full range of car, home and portable products

• Price points low, medium and high -- from $99 - $299

Placement and Partners• Broad distribution in national, regional, local and specialty retailers

• Product presence in multiple store locations (car, home, portable)

• Partnerships with industry leaders

Promotion• Controlled use of in-store and other promotions

• Cost-efficient technology and equipment subsidies

• Cost-efficient growth channels

XM Offers Superior Products Led by SKYFi2 and Roady2

Built in wireless FM transmitter

Tune select by song and artist

Portability with home kits and boombox options

SKYFi2 offers first ever “pause and replay” in satellite radio and personalized stock ticker and sports scores

Roady2 is industry’s smallest and lightest satellite radio

Products will be offered from Delphi, Pioneer and Tao

Listen to XM at home, at work, in the car or on the go

“My XM” memory mode allows user to store five hours of XM’s content

Built in wireless FM transmitter

Personalized stock ticker and sports scores

Includes car kit, home kit, rechargeable battery, headphones,

antennas and more

XM Expands Lineup of XM2GO Handheld Products

For a low cost, XM integrates into a broad range of home devices (i.e., stereo receivers, DVD players) -- simply plug an XM Connect-and-Play home antenna (MSRP: $49.99) into an XM-Ready audio product

The first XM-Ready products are available now from Yamaha – they include several home receivers and home theater systems

Other manufacturers of XM-Ready products will include Eton, Pioneer, Denon, Harmon Kardon, LG Electronics, Onkyo, Thomson/RCA, Polk Audio and Boston Acoustics

XM Introduces “Connect-and-Play”Technology

XM Radio and AOL Join ForcesThe leading satellite radio company and the leading interactiveservices company join forces to create a new online radio service

Consumers will have the ability to select a free, web radio sample offering or an enhanced premium service for a low monthly fee

In addition, XM will integrate select AOL original programs such as AOL Music Sessions and AOL Music LIVE! into the satellite radioservice

Car Manufacturers – GM, Honda, Toyota, Hyundai and others

Marketing – JetBlue, AirTran, Starbucks, Avis, National, Alamo

Online Distribution – Dell, Microsoft and AOL

Marketing & Distribution Partners

New Pricing Approach• XM customers have reacted well to new pricing approach, something

we attribute to its unique implementation

$12.95 monthly rate became effective April 2, 2005

XM offered existing subscribers the opportunity to lock-in lower $9.99 monthly rate with a 1, 2, 3, 4 or 5 year pre-paid payment plan

Expansion of XM basic service package included XM Radio Online and Opie & Anthony – previously $6 per month

No change to XM Family Plan Pricing of $6.99

• XM subscribers have embraced the annual and multi-year pre-paid plans – subscribers paying at least one year in advance now represent 34 percent of the total subscriptions*

* Pre-payment rate is as of March 31, 2005

THE DRIVE TO FIVE MILLION AND

BEYOND IN 2005

AND 20 MILLION IN 2010

27

28