Item 8.01. Other Events.

In connection with a Form S-3 registration statement that Sirius XM Radio Inc. (the "Company") intends to file today, the Company is providing unaudited pro forma condensed combined statements of operations and accompanying notes for the nine months ended September 30, 2008 and for the fiscal year ended December 31, 2007 relating to its merger with XM Satellite Radio Holdings Inc. ("XM"). This pro forma financial information is attached as Exhibit 99.1 to this report and incorporated by reference herein.

In accordance with Rule 11-02(c)(1) of Regulation S-X of the Securities Exchange Act of 1934, as amended, a pro forma balance sheet has not been prepared to give effect to the merger with XM as of September 30, 2008, as it is reflected in the consolidated balance sheet presented in the quarterly report filed on Form 10-Q for the period ended September 30, 2008.