TABLE OF CONTENTS for Sirius_XM

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Sirius XM Radio (SIRI)

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SIRI » Topics » TABLE OF CONTENTS

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

TABLE OF CONTENTS


		Page
ARTICLE I

PURCHASE; CLOSING

1.1	Purchase	1
1.2	Closing	2
1.3	Closing Conditions.	2

ARTICLE II

REPRESENTATIONS AND WARRANTIES

2.1	Representations and Warranties of the Company	4
2.2	Representations and Warranties of Purchaser	7

ARTICLE III

COVENANTS

3.1	Filings; Other Actions	9
3.2	Corporate Actions.	10
3.3	Equity Issuances	11
3.4	Confidentiality	11

ARTICLE IV

ADDITIONAL AGREEMENTS

4.1	Standstill	11
4.2	Transfer Restrictions	14
4.3	Legend	15
4.4	Reservation for Issuance	16
4.5	[Reserved]	16
4.6	No-Shop; Competing Proposals; Right to Terminate and Pay Termination Fee; Purchaser’s Right to Improve Terms	16
4.7	Registration Rights	18
4.8	Participation Right	31
4.9	Election of Directors	33

ARTICLE V

MISCELLANEOUS

5.1	Survival	33
5.2	Expenses	34


5.3	Amendment; Waiver	34
5.4	Counterparts	34
5.5	Governing Law	34
5.6	WAIVER OF JURY TRIAL	34
5.7	Notices	34
5.8	Entire Agreement	35
5.9	Interpretation; Other Definitions	35
5.10	Captions	39
5.11	Severability	39
5.12	No Third Party Beneficiaries	39
5.13	Public Announcements	39
5.14	Specific Performance	39
5.15	Termination	40

TABLE OF CONTENTS


Item No	Description	Page
	PART I
Item 1	Business	4
Item 1A.	Risk Factors	18
Item 1B.	Unresolved Staff Comments	26
Item 2.	Properties	27
Item 3.	Legal Proceedings	27
Item 4.	Submission of Matters to a Vote of Security Holders	29

	PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	30
Item 6.	Selected Financial Data	32
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 7A.	Quantitative and Qualitative Disclosures About Market Risks	70
Item 8.	Financial Statements and Supplementary Data	70
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	70
Item 9A.	Controls and Procedures	70
Item 9B.	Other Information	70

	PART III

Item 10.	Directors, Executive Officers and Corporate Governance	71
Item 11.	Executive Compensation	71
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	71
Item 13.	Certain Relationships and Related Transactions, and Director Independence	71
Item 14.	Principal Accountant Fees and Services	71

	PART IV

Item 15.	Exhibits, Financial Statement Schedules	72
	Signatures	73

Sirius XM Radio Inc. has two principal wholly-owned subsidiaries, XM Satellite Radio Holdings Inc. and Satellite CD Radio Inc. XM Satellite Radio Holdings Inc. owns XM Satellite Radio Inc., the operating company for the XM satellite radio service. Satellite CD Radio Inc. owns the Federal Communications Commission (“FCC”) license associated with the SIRIUS satellite radio service. XM Satellite Radio Inc. owns XM Radio Inc., the holder of the FCC license associated with the XM satellite radio service.

Unless otherwise indicated,

•

“we,” “us,” “our,” the “company,” the “companies” and similar terms refer to Sirius XM Radio Inc. and its consolidated subsidiaries;

•

“SIRIUS” refers to Sirius XM Radio Inc. and its consolidated subsidiaries, excluding XM Satellite Radio Holdings Inc. and XM Satellite Radio Inc. and its subsidiaries;

•

“XM Holdings” refers to XM Satellite Radio Holdings Inc. and its consolidated subsidiaries, including XM Satellite Radio Inc.; and

•

“XM” refers to XM Satellite Radio Inc. and its consolidated subsidiaries.

The SIRIUS satellite radio business is conducted by SIRIUS; and the XM satellite radio business is conducted principally by XM. XM Holdings is primarily a holding company, although XM Holdings owns the former corporate headquarters and data center of XM and leases these buildings to XM; owns portions of the XM-3 and XM-4 satellites; holds the investment in XM Canada; and holds certain cash accounts.

TABLE OF CONTENTS

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">


Item No	Description	Page
	PART I
Item 1	Business	4
Item 1A.	Risk Factors	18
Item 1B.	Unresolved Staff Comments	26
Item 2.	Properties	27
Item 3.	Legal Proceedings	27
Item 4.	Submission of Matters to a Vote of Security Holders	29

	PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	30
Item 6.	Selected Financial Data	32
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 7A.	Quantitative and Qualitative Disclosures About Market Risks	70
Item 8.	Financial Statements and Supplementary Data	70
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	70
Item 9A.	Controls and Procedures	70
Item 9B.	Other Information	70

	PART III

Item 10.	Directors, Executive Officers and Corporate Governance	71
Item 11.	Executive Compensation	71
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	71
Item 13.	Certain Relationships and Related Transactions, and Director Independence	71
Item 14.	Principal Accountant Fees and Services	71

	PART IV

Item 15.	Exhibits, Financial Statement Schedules	72
	Signatures	73

Sirius XM Radio Inc. has two principal wholly-owned subsidiaries, XM Satellite Radio Holdings Inc. and
Satellite CD Radio Inc. XM Satellite Radio Holdings Inc. owns XM Satellite Radio Inc., the operating company for the XM satellite radio service. Satellite CD Radio Inc. owns the Federal Communications Commission (“FCC”) license associated
with the SIRIUS satellite radio service. XM Satellite Radio Inc. owns XM Radio Inc., the holder of the FCC license associated with the XM satellite radio service.

FACE="Times New Roman" SIZE="2">Unless otherwise indicated,

•

“we,” “us,” “our,” the “company,” the “companies” and similar terms refer to Sirius XM Radio Inc. and its
consolidated subsidiaries;

•

“SIRIUS” refers to Sirius XM Radio Inc. and its consolidated subsidiaries, excluding XM Satellite Radio Holdings Inc. and XM Satellite Radio Inc. and its
subsidiaries;

•

“XM Holdings” refers to XM Satellite Radio Holdings Inc. and its consolidated subsidiaries, including XM Satellite Radio Inc.; and

•

“XM” refers to XM Satellite Radio Inc. and its consolidated subsidiaries.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">The SIRIUS satellite radio business is conducted by SIRIUS; and the XM satellite radio business is conducted principally by XM. XM Holdings is primarily
a holding company, although XM Holdings owns the former corporate headquarters and data center of XM and leases these buildings to XM; owns portions of the XM-3 and XM-4 satellites; holds the investment in XM Canada; and holds certain cash accounts.

This excerpt taken from the SIRI 8-K filed Mar 21, 2007.

TABLE OF CONTENTS

I.	INTRODUCTION				2

	A.	The Applicants			2

		1	.	Sirius Satellite Radio Inc	2

		2	.	XM Satellite Radio Holdings Inc	4

	B.	The Proposed Transaction			6

II.	STANDARD OF REVIEW				7

III.	THE TRANSACTION WILL SERVE THE PUBLIC INTEREST BY
	ALLOWING THE COMBINED COMPANY TO OFFER LOWER PRICES
	AND INCREASED CHOICE				9

	A.	A Combined Sirius-XM Will Offer Consumers More Choice at Lower
		Prices			10

	B.	The Combined Company Will Provide Consumers More Diverse
		Programming			12

	C.	The Merger Will Help Accelerate Deployment of Advanced Technology			14

	D.	The Merged Company Will Be Capable of Commercializing Interoperable
		Receivers, Providing Greater Customer Choice and Convenience			15

	E.	The Merger Will Create Operational Efficiencies and Will Safeguard the
		Future of Satellite Radio			17

IV.	THE TRANSACTION WILL NOT HARM COMPETITION IN THE MARKET
	FOR AUDIO ENTERTAINMENT SERVICES				20

	A.	Satellite Radio is a Small Part of a Highly Competitive and Ever-
		Expanding Market for Audio Entertainment			21

	B.	A Satellite Radio Merger Would Not Harm Competition in the Audio
		Entertainment Market			40

		1	.	A Combined Satellite Radio Provider Would Have No Market
				Power In Light of the Widespread Availability of Competitive
				Alternatives	40

		2	.	A Satellite Radio Merger Would Not Bar Entry By New Providers
				of Audio Entertainment Services	45

V.	THE TRANSACTION SATISFIES THE REQUIREMENTS OF THE
	COMMUNICATIONS ACT, ALL OTHER APPLICABLE STATUTES, AND
	THE COMMISSION’S RULES				48

	A.	Sirius and XM Are Qualified to Control FCC Licenses			48

	B.	No Commission Rule Bars the Transaction			49

VI.	FCC AUTHORIZATIONS AND PROCESSING				53

	A.	Request for Transfer of Authorizations	53

	B.	Request for Approval of Additional Authorizations	54

	C.	Request for Permit-But-Disclose Ex Parte Status	55

	D.	Section 304 Waiver	55

VII.	CONCLUSION		56

ATTACHMENT A – Corporate Structures

EXCERPTS ON THIS PAGE:

10-K (3 sections)	Mar 10, 2009

8-K	Mar 21, 2007

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Sirius XM Radio (SIRI)

SIRI » Topics » TABLE OF CONTENTS

Table of Contents

Table of Contents

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