SIRI » Topics » CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

These excerpts taken from the SIRI 10-K filed Mar 10, 2009.

Consent of Independent Registered Public Accounting Firm

We consent to use of our report dated February 29, 2008, except Note 18 related to the 2007 and 2006 financial information, as to which the date is March 10, 2009, in this Annual Report (Form 10-K) of Sirius XM Radio Inc. (formerly Sirius Satellite Radio Inc.) with respect to the consolidated financial statements of Sirius XM Radio Inc. and Subsidiaries for the year ended December 31, 2008.

Our audits also included the financial statement schedule of Sirius XM Radio Inc. and Subsidiaries listed in Item 15(a)(2). This schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits. In our opinion, as to which the date is February 29, 2008, except Note 18 related to the 2007 and 2006 financial information, as to which the date is March 10, 2009, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.

We consent to the incorporation by reference in the following Registration Statements:

Form S-3 No. 333-130949, No. 333-127169, No. 333-115695, No. 333-64344, No. 333-65602, No. 333-52893, No. 333-85847, No. 333-86003, No. 333-10446, No. 333-108387, No. 333-152548 and No. 333-156495

Form S-4 No. 333-144845

Form S-8 No. 333-139214, No. 333-133277, No. 333-125118, No. 333-119479, No. 333-81914, No. 333-74752, No. 333-65473, No. 333-15085, No. 33-95118, No. 33-92588, No. 333-31362, No. 333-62818, No. 333-81914, No. 333-100083, No. 333-101515, No. 333-106020, No. 333-111221, No. 333-142726, No. 333-149186, No. 333-152574 and No. 333-156441

of our report dated February 29, 2008, except Note 18 related to the 2007 and 2006 financial information, as to which the date is March 10, 2009, with respect to the consolidated financial statements and schedule of Sirius XM Radio Inc. and Subsidiaries included in this Annual Report (Form 10-K) of Sirius XM Radio Inc. for the year ended December 31, 2008.

LOGO

New York, NY

March 10, 2009

Consent of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Sirius XM Radio Inc.:

We consent to the incorporation by reference in the registration statements (No. 333-130949, No. 333-127169, No. 333-115695, No. 333-64344, No. 333-65602, No. 333-52893, No. 333-85847, No. 333-86003, No. 333-10446, No. 333-108387, No. 333-152548 and No. 333-156495) on Forms S-3, in the registration statement (No. 333-144845) on Form S-4, and in the registration statements (No. 333-139214, No. 333-133277, No. 333-125118, No. 333-119479, No. 333-81914, No. 333-74752, No. 333-65473, No. 333-15085, No. 33-95118, No. 33-92588, No. 333-31362, No. 333-62818, No. 333-100083, No. 333-101515, No. 333-106020, No. 333-111221, No. 333-142726, No. 333-149186, No. 333-152574 and No. 333-156441) on Forms S-8 of Sirius XM Radio Inc. of our report dated March 10, 2009, with respect to the consolidated balance sheet of Sirius XM Radio Inc. and subsidiaries as of December 31, 2008, and the related consolidated statements of operations, stockholders’ equity (deficit) and comprehensive loss, and cash flows for the year then ended, and the related financial statement schedule for the year ended December 31, 2008, and our report dated March 10, 2009, with respect to the effectiveness of internal control over financial reporting as of December 31, 2008, which reports appear in the December 31, 2008 annual report on Form 10-K of Sirius XM Radio Inc.

/s/ KPMG LLP

New York, New York

March 10, 2009

Consent of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Sirius XM
Radio Inc.:

We consent to the incorporation by reference in the registration statements (No. 333-130949, No. 333-127169,
No. 333-115695, No. 333-64344, No. 333-65602, No. 333-52893, No. 333-85847, No. 333-86003, No. 333-10446, No. 333-108387, No. 333-152548 and No. 333-156495) on Forms S-3, in the registration
statement (No. 333-144845) on Form S-4, and in the registration statements (No. 333-139214, No. 333-133277, No. 333-125118, No. 333-119479, No. 333-81914, No. 333-74752, No. 333-65473, No. 333-15085,
No. 33-95118, No. 33-92588, No. 333-31362, No. 333-62818, No. 333-100083, No. 333-101515, No. 333-106020, No. 333-111221, No. 333-142726, No. 333-149186, No. 333-152574 and No. 333-156441)
on Forms S-8 of Sirius XM Radio Inc. of our report dated March 10, 2009, with respect to the consolidated balance sheet of Sirius XM Radio Inc. and subsidiaries as of December 31, 2008, and the related consolidated statements of operations,
stockholders’ equity (deficit) and comprehensive loss, and cash flows for the year then ended, and the related financial statement schedule for the year ended December 31, 2008, and our report dated March 10, 2009, with respect to the
effectiveness of internal control over financial reporting as of December 31, 2008, which reports appear in the December 31, 2008 annual report on Form 10-K of Sirius XM Radio Inc.

STYLE="margin-top:18px;margin-bottom:0px; margin-left:54%; text-indent:-2%">/s/ KPMG LLP

New York, New York

March 10, 2009








EX-31.1
8
dex311.htm
EXHIBIT 31.1


Exhibit 31.1



SIRIUS XM RADIO INC. AND SUBSIDIARIES

ALIGN="right">Exhibit 31.1

I, Mel Karmazin, the Chief Executive Officer of Sirius XM Radio Inc., certify
that:

 





1.I have reviewed this Annual Report on Form 10-K of Sirius XM Radio Inc. for the period ended December 31, 2008;
STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 





2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 





3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this report;

 





4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 






 (a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 






 (b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 






 (c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 






 (d)Disclosed in this report any changes in the registrant’s internal controls over financial reporting that occurred during the registrant’s most recent fiscal quarter that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 





5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 






 (a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the
registrant’s ability to record, process, summarize and report financial information; and

 






 (b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 
















By: /s/    MEL KARMAZIN        
 

Mel Karmazin

Chief Executive Officer

(Principal Executive Officer)

March 10, 2009








EX-31.2
9
dex312.htm
EXHIBIT 31.2


Exhibit 31.2



SIRIUS XM RADIO INC. AND SUBSIDIARIES

ALIGN="right">Exhibit 31.2

This excerpt taken from the SIRI 10-K filed Mar 13, 2006.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

      We consent to the reference to our firm in the headnote to Item 6.—Selected Financial Data and to the incorporation by reference in the following registration statements (and any amendments thereto) of our reports dated March 7, 2006, with respect to the consolidated financial statements and schedule of Sirius Satellite Radio Inc. and Subsidiaries, management's assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Sirius Satellite Radio Inc. and Subsidiaries included in this Annual Report (Form 10-K) for the year ended December 31, 2005:

      Registration Statements (Form S-8 No. 333-125118, 333-119479, No. 333-81914, No. 333-74752, No. 333-65473, No. 333-15085, No. 33-95118, No. 33-92588, No. 333-31362, No. 333-62818, No. 333-81914, No. 333-100083, No. 333-101515, No. 333-106020 and No. 333-111221) pertaining to the Sirius Satellite Radio Inc. 401(k) Savings Plan and Registration Statements (Form S-3 No. 333-130949, No. 333-127169, No. 333-115695, No. 333-64344, No. 333-65602, No. 333-52893, No. 333-85847, No. 333-86003, No. 333-10446 and No. 333-108387).

                                     /s/ Ernst & Young LLP

New York, New York
March 7, 2006


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