Current Report

Exhibit 99.1

Unaudited Pro Forma Information

     Our discussion of our unaudited pro forma information includes non-GAAP financial results that assume the Merger occurred on January 1, 2008. These financial results exclude the impact of purchase price accounting adjustments, impairment and refinancing transactions. The discussion also includes the following non-GAAP financial measures: average self-pay monthly churn; conversion rate; average monthly revenue per subscriber, or ARPU; subscriber acquisition cost, or SAC, as adjusted, per gross subscriber addition; customer service and billing expenses, as adjusted, per average subscriber; free cash flow; and adjusted income (loss) from operations. We believe this non-GAAP financial information provides meaningful supplemental information regarding our operating performance and is used for internal management purposes, when publicly providing the business outlook, and as a means to evaluate period-to-period comparisons. Please refer to the footnotes for the definitions and a further discussion of the usefulness of such non-GAAP financial information.

      Subscribers and Key Operating Metrics. The following tables contain our pro forma subscribers and key operating metrics for the years ended December 31, 2006, 2007 and 2008 and the three months ended March 31, 2008 and 2009:

Unaudited Actual and Pro Forma Quarterly Subscribers and Metrics:

		Unaudited Proforma for the												Unaudited Proforma for the
		Years Ended December 31,												Three Months Ended March 31,
		2006				2007				2008				2008				2009
Revenue:
Subscriber revenue, including effects of rebates		$	841,818			$	1,024,833			$	1,170,872			$	280,869			$	301,158
Advertising revenue, net of agency fees			35,330				39,148				32,753				9,118				4,520
Equipment revenue			21,720				28,333				32,388				4,321				5,917
Other revenue			34,549				44,228				47,889				14,146				9,140
Total revenue			933,417				1,136,542				1,283,902				308,454				320,735
Operating expenses (depreciation and amortization shown separately below) (1):
Cost of services:
Satellite and transmission			66,539				76,012				72,712				18,706				14,486
Programming and content			154,318				175,045				192,066				49,019				44,899
Revenue share and royalties			149,010				256,344				288,242				68,822				70,477
Customer service and billing			103,533				124,293				140,015				33,421				33,326
Cost of equipment			48,949				62,003				32,312				8,551				3,465
Sales and marketing			230,845				245,478				197,936				45,853				34,255
Subscriber acquisition costs			224,862				249,976				270,662				71,524				36,892
General and administrative			92,760				160,285				140,715				34,698				25,483
Engineering, design and development			28,773				25,148				28,064				8,557				3,794
Depreciation and amortization			168,880				187,196				136,129				45,483				23,943
Share-based payment expense			68,046				86,199				55,188				17,504				12,184
Total operating expenses			1,336,515				1,647,979				1,554,041				402,138				303,204
Loss from operations			(403,098	)			(511,437	)			(270,139	)			(93,684	)			17,531
Other income (expense):
Interest and investment income			21,664				14,084				6,309				1,675				528
Interest expense, net of amounts capitalized			(121,304	)			(116,605	)			(164,050	)			(29,327	)			(56,416	)
Gain on change in value of embedded derivative			—				—				—				—				—
Loss from redemption of debt			(122,189	)			(3,693	)			—				—				(627	)
Loss on investments			(99,801	)			(56,156	)			(38,772	)			(4,177	)			(6,937	)
Other (expense) income			5,842				(9,513	)			(11,669	)			(3,425	)			386
Total other income (expense)			(315,788	)			(171,883	)			(208,182	)			(35,254	)			(63,066	)
Loss before income taxes			(718,886	)			(683,320	)			(478,321	)			(128,938	)			(45,535	)
Income tax (expense) benefit			14				939				(2,475	)			(331	)			(578	)
Net loss			(718,872	)			(682,381	)			(480,796	)			(129,269	)			(46,113	)
Add: net loss attributable to noncontrolling interests			—				11,532				9,031				3,238				—
Net loss - controlling interests		$	(718,872	)		$	(670,849	)		$	(471,765	)		$	(126,031	)		$	(46,113	)
(1) Amounts related to share-based payment expense included in operating expenses were as follows:
Satellite and transmission		$	5,529			$	5,024			$	4,130			$	1,435			$	611
Programming and content			10,878				8,855				7,378				2,543				1,529
Customer service and billing			1,338				2,483				2,892				889				523
Sales and marketing			11,097				24,452				9,615				3,652				1,522
Subscriber acquisition costs			—				9,167				—				—				—
General and administrative			30,549				28,289				24,134				6,522				6,741
Engineering, design and development			8,655				7,929				7,039				2,463				1,258
Total share-based payment expense		$	68,046			$	86,199			$	55,188			$	17,504			$	12,184

Footnotes to Results of Operations

(1)		Average 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.
(2)		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 trial subscriptions and we receive a subscription fee from the OEM. 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. Based on our experience it may take up to 90 days after the trial service ends for subscribers to respond to our marketing communications and become self-paying subscribers.
(3)		ARPU is derived from total earned subscriber revenue and net advertising revenue, divided by the number of months in the period, divided by the daily weighted average number of subscribers for the period. ARPU is calculated as follows (in thousands, except for per subscriber amounts):

(4)

SAC, as adjusted, per gross subscriber addition is derived from subscriber acquisition costs and margins from the direct sale of radios and accessories, excluding share-based payment expense divided by the number of gross subscriber additions for the period. SAC, as adjusted, per gross subscriber addition is calculated as follows (in thousands, except for per subscriber amounts):

(5)

Customer service and billing expenses, as adjusted, per average subscriber is derived from total customer service and billing expenses, excluding share-based payment expense, divided by the number of months in the period, divided by the daily weighted average number of subscribers for the period. Customer service and billing expenses, as adjusted, per average subscriber is calculated as follows (in thousands, except for per subscriber amounts):

(6)

Free cash flow is calculated as follows:

(7)		Average self-pay monthly churn; conversion rate; ARPU; SAC, as adjusted, per gross subscriber addition; customer service and billing expenses, as adjusted, per average subscriber; and free cash flow are not measures of financial performance under U.S. generally accepted accounting principles (“GAAP”). We believe these non-GAAP financial measures provide meaningful supplemental information regarding our operating performance and are used by us for budgetary and planning purposes; when publicly providing our business outlook; as a means to evaluate period-to-period comparisons; and to compare our performance to that of our competitors. We also believe that investors also use our current and projected metrics to monitor the performance of our business and to make investment decisions.
		We believe the exclusion of share-based payment expense in our calculations of SAC, as adjusted, per gross subscriber addition and customer service and billing expenses, as adjusted, per average subscriber is useful given the significant variation in expense that can result from changes in the fair market value of SIRIUS’ common stock, the effect of which is unrelated to the operational conditions that give rise to variations in the components of our subscriber acquisition costs and customer service and billing expenses. Specifically, the exclusion of share-based payment expense in our calculation of SAC, as adjusted, per gross subscriber addition is critical in being able to understand the economic impact of the direct costs incurred to acquire a subscriber and the effect over time as economies of scale are reached.
		These non-GAAP financial measures are used in addition to and in conjunction with results presented in accordance with GAAP. These non-GAAP financial measures may be susceptible to varying calculations; may not be comparable to other similarly titled measures of other companies; and should not be considered in isolation, as a substitute for, or superior to measures of financial performance prepared in accordance with GAAP.
(8)		We refer to net loss before interest and investment income, interest expense net of amounts capitalized, income tax expense, gain on change in value of embedded derivative, loss from redemption of debt, loss on investments, other expense (income), depreciation and amortization, and share-based payment expense as adjusted income (loss) from operations. Adjusted income (loss) from operations is not a measure of financial performance under U.S. GAAP. We believe adjusted income (loss) from operations is a useful measure of our operating performance. We use adjusted income (loss) from operations for budgetary and planning purposes; to assess the relative profitability and on-going performance of our consolidated operations; to compare our performance from period-to-period; and to compare our performance to that of our competitors. We also believe adjusted income (loss) from operations is useful to investors to compare our operating performance to the performance of other communications, entertainment and media companies. We believe that investors use current and projected adjusted income (loss) from operations to estimate our current or prospective enterprise value and make investment decisions.
		Because we fund and build-out our satellite radio system through the periodic raising and expenditure of large amounts of capital, our results of operations reflect significant charges for interest and depreciation expense. We believe adjusted income (loss) from operations provides useful information about the operating performance of our business apart from the costs associated with our capital structure and physical plant. The exclusion of interest and depreciation and

		amortization expense is useful given fluctuations in interest rates and significant variation in depreciation and amortization expense that can result from the amount and timing of capital expenditures and potential variations in estimated useful lives, all of which can vary widely across different industries or among companies within the same industry. We believe the exclusion of taxes is appropriate for comparability purposes as the tax positions of companies can vary because of their differing abilities to take advantage of tax benefits and because of the tax policies of the various jurisdictions in which they operate. We also believe the exclusion of share-based payment expense is useful given the significant variation in expense that can result from changes in the fair market value of our common stock. To compensate for the exclusion of taxes, other (expense) income, depreciation and amortization and share-based payment expense, we separately measure and budget for these items.
		There are material limitations associated with the use of adjusted income (loss) from operations in evaluating our company compared with net loss, which reflects overall financial performance, including the effects of taxes, other income (expense), depreciation and amortization and share-based payment expense. We use adjusted income (loss) from operations to supplement GAAP results to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone. Investors that wish to compare and evaluate our operating results after giving effect for these costs, should refer to net loss as disclosed in our unaudited consolidated statements of operations. Since adjusted income (loss) from operations is a non-GAAP financial measure, our calculation of adjusted income (loss) from operations may be susceptible to varying calculations; may not be comparable to other similarly titled measures of other companies; and should not be considered in isolation, as a substitute for, or superior to measures of financial performance prepared in accordance with GAAP.
		Adjusted income (loss) from operations is calculated as follows:

		There are material limitations associated with the use of a pro forma unadjusted results of operations in evaluating our company compared with our GAAP Results of operations, which reflects overall financial performance. We use pro forma unadjusted results of operations to supplement GAAP results to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone. Investors that wish to compare and evaluate our operating results after giving effect for these costs, should refer to Results of operations as disclosed in our unaudited consolidated statements of operations. Since pro forma unadjusted results of operations is a non-GAAP financial measure, our calculations may not be comparable to other similarly titled measures of other companies; and should not be considered in isolation, as a substitute for, or superior to measures of financial performance prepared in accordance with GAAP.
(9)		The following tables reconcile our GAAP Results of operations to our non-GAAP pro forma unadjusted results of operations:

		Unaudited For the Year Ended December 31, 2006
		Predecessor
		Financial				Allocation of Share-
		Information				based Payment Expense				Pro Forma
Revenue:
Subscriber revenue, including effects of rebates		$	841,818			$	—			$	841,818
Advertising revenue, net of agency fees			35,330				—				35,330
Equipment revenue			21,720				—				21,720
Other revenue			34,549				—				34,549
Total revenue			933,417				—				933,417
Operating expenses (excludes depreciation and amortization shown separately below) (1)
Cost of services:
Satellite and transmission			72,068				(5,529	)			66,539
Programming and content			165,196				(10,878	)			154,318
Revenue share and royalties			149,010				—				149,010
Customer service and billing			104,871				(1,338	)			103,533
Cost of equipment			48,949				—				48,949
Sales and marketing			241,942				(11,097	)			230,845
Subscriber acquisition costs			224,862				—				224,862
General and administrative			123,309				(30,549	)			92,760
Engineering, design and development			37,428				(8,655	)			28,773
Impairment of goodwill			—				—				—
Depreciation and amortization			168,880				—				168,880
Share-based payment expense			—				68,046				68,046
Total operating expenses			1,336,515				—				1,336,515
Loss from operations			(403,098	)			—				(403,098	)
Other income (expense)
Interest and investment income			21,664				—				21,664
Interest expense, net of amounts capitalized			(121,304	)			—				(121,304	)
Gain on change in value of embedded derivative			—				—				—
Loss from redemption of debt			(122,189	)			—				(122,189	)
Loss on investments			(99,801	)			—				(99,801	)
Other (expense) income			5,842				—				5,842
Total other expense			(315,788	)			—				(315,788	)
Loss before income taxes			(718,886	)			—				(718,886	)
Income tax expense			14				—				14
Net loss			(718,872	)			—				(718,872	)
Add: net loss attributable to noncontrolling interests			—				—				—
Net loss - controlling interests		$	(718,872	)		$	—			$	(718,872	)
(1) Amounts related to share-based payment expense included in operating expenses were as follows:
Satellite and transmission		$	5,529			$	—			$	5,529
Programming and content			10,878				—				10,878
Customer service and billing			1,338				—				1,338
Sales and marketing			11,097				—				11,097
Subscriber acquisition costs			—				—				—
General and administrative			30,549				—				30,549
Engineering, design and development			8,655				—				8,655
Total share-based payment expense		$	68,046			$	—			$	68,046

		Unaudited For the Year Ended December 31, 2007
		Predecessor
		Financial				Allocation of Share-
		Information				based Payment Expense				Pro Forma
Revenue:
Subscriber revenue, including effects of rebates		$	1,024,833			$	—			$	1,024,833
Advertising revenue, net of agency fees			39,148				—				39,148
Equipment revenue			28,333				—				28,333
Other revenue			44,228				—				44,228
Total revenue			1,136,542				—				1,136,542
Operating expenses (excludes depreciation and amortization shown separately below) (1)
Cost of services:
Satellite and transmission			81,036				(5,024	)			76,012
Programming and content			183,900				(8,855	)			175,045
Revenue share and royalties			256,344				—				256,344
Customer service and billing			126,776				(2,483	)			124,293
Cost of equipment			62,003				—				62,003
Sales and marketing			269,930				(24,452	)			245,478
Subscriber acquisition costs			259,143				(9,167	)			249,976
General and administrative			188,574				(28,289	)			160,285
Engineering, design and development			33,077				(7,929	)			25,148
Impairment of goodwill			—				—				—
Depreciation and amortization			187,196				—				187,196
Share-based payment expense			—				86,199				86,199
Total operating expenses			1,647,979				—				1,647,979
Loss from operations			(511,437	)			—				(511,437	)
Other income (expense)
Interest and investment income			14,084				—				14,084
Interest expense, net of amounts capitalized			(116,605	)			—				(116,605	)
Gain on change in value of embedded derivative			—				—				—
Loss from redemption of debt			(3,693	)			—				(3,693	)
Loss on investments			(56,156	)			—				(56,156	)
Other (expense) income			(9,513	)			—				(9,513	)
Total other expense			(171,883	)			—				(171,883	)
Loss before income taxes			(683,320	)			—				(683,320	)
Income tax expense			939				—				939
Net loss			(682,381	)			—				(682,381	)
Add: net loss attributable to noncontrolling interests			—				—				—
Net loss - controlling interests		$	(682,381	)		$	—			$	(682,381	)
(1) Amounts related to share-based payment expense included in operating expenses were as follows:
Satellite and transmission		$	5,024			$	—			$	5,024
Programming and content			8,855				—				8,855
Customer service and billing			2,483				—				2,483
Sales and marketing			24,452				—				24,452
Subscriber acquisition costs			9,167				—				9,167
General and administrative			28,289				—				28,289
Engineering, design and development			7,929				—				7,929
Total share-based payment expense		$	86,199			$	—			$	86,199

		Unaudited For the Year Ended December 31, 2008
		Predecessor				Successor				Purchase Price
		Financial				Financial				Accounting				Allocation of Share-
		Information				Information				Adjustments (a)				based Payment Expense				Pro Forma
Revenue:
Subscriber revenue, including effects of rebates		$	467,489			$	664,850			$	38,533			$	—			$	1,170,872
Advertising revenue, net of agency fees			10,010				22,743				—				—				32,753
Equipment revenue			18,991				13,397				—				—				32,388
Other revenue			14,664				30,204				3,021				—				47,889
Total revenue			511,154				731,194				41,554				—				1,283,902
Operating expenses (excludes depreciation and amortization shown separately below) (1)
Cost of services:
Satellite and transmission			29,852				46,566				424				(4,130	)			72,712
Programming and content			47,621				117,156				34,667				(7,378	)			192,066
Revenue share and royalties			91,132				166,606				30,504				—				288,242
Customer service and billing			59,767				82,947				193				(2,892	)			140,015
Cost of equipment			12,299				20,013				—				—				32,312
Sales and marketing			76,104				126,054				5,393				(9,615	)			197,936
Subscriber acquisition costs			64,865				174,083				31,714				—				270,662
General and administrative			47,322				116,444				1,083				(24,134	)			140,715
Engineering, design and development			11,658				23,045				400				(7,039	)			28,064
Impairment of goodwill			6,601,046				—				(6,601,046	)			—				—
Depreciation and amortization			94,310				88,749				(46,930	)			—				136,129
Share-based payment expense			—				—				—				55,188				55,188
Total operating expenses			7,135,976				961,663				(6,543,598	)			—				1,554,041
Loss from operations			(6,624,822	)			(230,469	)			6,585,152				—				(270,139	)
Other income (expense)
Interest and investment income			3,296				3,013				—				—				6,309
Interest expense, net of amounts capitalized			(107,155	)			(73,937	)			17,042				—				(164,050	)
Gain on change in value of embedded derivative			322,347				—				(322,347	)			—				—
Loss from redemption of debt			—				—				—				—				—
Loss on investments			(25,762	)			(13,010	)			—				—				(38,772	)
Other (expense) income			(5,126	)			(6,543	)			—				—				(11,669	)
Total other expense			187,600				(90,477	)			(305,305	)			—				(208,182	)
Loss before income taxes			(6,437,222	)			(320,946	)			6,279,847				—				(478,321	)
Income tax expense			(963	)			(1,512	)			—				—				(2,475	)
Net loss			(6,438,185	)			(322,458	)			6,279,847				—				(480,796	)
Add: net loss attributable to noncontrolling interests			—				—				—				—				—
Net loss - controlling interests		$	(6,438,185	)		$	(322,458	)		$	6,279,847			$	—			$	(480,796	)
(1) Amounts related to share-based payment expense included in operating expenses were as follows:
Satellite and transmission		$	1,282			$	2,745			$	103			$	—			$	4,130
Programming and content			2,152				4,949				277				—				7,378
Customer service and billing			831				1,869				192				—				2,892
Sales and marketing			2,068				7,047				500				—				9,615
Subscriber acquisition costs			—				—				—				—				—
General and administrative			9,851				13,200				1,083				—				24,134
Engineering, design and development			1,790				4,675				574				—				7,039
Total share-based payment expense		$	17,974			$	34,485			$	2,729			$	—			$	55,188
(a) Includes impairment of goodwill.

		Unaudited For the Three Months Ended March 31, 2008
		Predecessor				Allocation of Share-
		Financial				based Payment
		Information				Expense				Pro Forma
Revenue:
Subscriber revenue, including effects of rebates		$	280,869			$	—			$	280,869
Advertising revenue, net of agency fees			9,118				—				9,118
Equipment revenue			4,321				—				4,321
Other revenue			14,146				—				14,146
Total revenue			308,454				—				308,454
Operating expenses (excludes depreciation and amortization shown separately below) (1)
Cost of services:
Satellite and transmission			20,141				(1,435	)			18,706
Programming and content			51,562				(2,543	)			49,019
Revenue share and royalties			68,822				—				68,822
Customer service and billing			34,310				(889	)			33,421
Cost of equipment			8,551				—				8,551
Sales and marketing			49,505				(3,652	)			45,853
Subscriber acquisition costs			71,524				—				71,524
General and administrative			41,220				(6,522	)			34,698
Engineering, design and development			11,020				(2,463	)			8,557
Depreciation and amortization			45,483				—				45,483
Share-based payment expense			—				17,504				17,504
Total operating expenses			402,138				—				402,138
Income (loss) from operations			(93,684	)			—				(93,684	)
Other income (expense)
Interest and investment income			1,675				—				1,675
Interest expense, net of amounts capitalized			(29,327	)			—				(29,327	)
Gain on change in value of embedded derivative			—								—
Loss from redemption of debt			—				—				—
Loss on investments			(4,177	)			—				(4,177	)
Other (expense) income			(3,425	)			—				(3,425	)
Total other expense			(35,254	)			—				(35,254	)
Loss before income taxes			(128,938	)			—				(128,938	)
Income tax expense			(331	)			—				(331	)
Net loss			(129,269	)			—				(129,269	)
Add: net loss attributable to noncontrolling interests			3,238				—				3,238
Net loss - controlling interests		$	(126,031	)		$	—			$	(126,031	)
(1) Amounts related to share-based payment expense included in operating expenses were as follows:
Satellite and transmission		$	1,435			$	—			$	1,435
Programming and content			2,543				—				2,543
Customer service and billing			889				—				889
Sales and marketing			3,652				—				3,652
Subscriber acquisition costs			—				—				—
General and administrative			6,522				—				6,522
Engineering, design and development			2,463				—				2,463
Total share-based payment expense		$	17,504			$	—			$	17,504