Sirius XM Radio (SIRI)

ITEM 2.    PROPERTIES

Below is a list of the principal properties that we own or lease:

We also own or lease other small facilities that we use as offices for our advertising sales personnel, studios and warehouse space. These facilities are not material to our business or operations. We also lease properties in Panama and Ecuador that we use as earth stations to command and control the SIRIUS satellites.

In addition, we lease space at approximately 1,000 locations for use in connection with the terrestrial repeater networks that support the XM and SIRIUS services. In general, these leases are for space on building rooftops and communications towers. None of these individual leases is material to our business or operations.

      We lease space in an office building in New York, New York, to house our headquarters and national broadcast studio. We use certain space as office, studio and display space; and we use portions for satellite transmission equipment. We also lease office or studio space in Lawrenceville, New Jersey; Farmington Hills, Michigan; Peekskill, New York; Nashville, Tennessee; Memphis, Tennessee; Los Angeles, California; and Houston, Texas. The aggregate annual rent for these properties was approximately $6,853,000 for the year ended December 31, 2005.

      We own property that we use for technical and engineering facilities in New Jersey. We also lease properties in Panama and Ecuador that we use as earth stations to command and control our satellites.

      In March 1998, we signed a lease for the 36th and 37th floors and portions of the roof at 1221 Avenue of the Americas, New York, New York, to house our headquarters and national broadcast studio. We use portions of the roof for satellite transmission equipment and an emergency generator. The term of the lease is 15 years and 10 months, with an option to renew for an additional five years at fair market value. The annual base rent relating to this lease is approximately $4.6 million, with specified increases and escalations based on operating expenses. In March 2004, we also leased the 19th floor at 1221 Avenue of the Americas to expand our office space. In 2004, the cost of this space was approximately $526,000. In August 2004, we leased certain ground floor space at 1221 Avenue of the Americas for possible use as studio and display space. The annual base rent for this ground floor space is approximately $115,000 during the first year of the lease.

      In April 2004, we purchased our satellite uplink facility in Vernon, New Jersey, for $2.5 million in cash.

      We also lease office or studio space in Lawrenceville, New Jersey; Milford, Michigan; Farmington Hills, Michigan; Peekskill, New York; Nashville, Tennessee; Los Angeles, California; and Houston, Texas. The aggregate annual rent for these properties was approximately $693,000 for the year ended December 31, 2004.