XM Satellite Radio Holdings (XMSR)

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission				I.R.S. Employer
File				Identification
Number		Exact name of registrant as specified in its charter		Number
000-27441		XM SATELLITE RADIO HOLDINGS INC.		54-1878819
333-39178		XM SATELLITE RADIO INC.		52-1805102

Delaware
(State or other jurisdiction of incorporation or organization of both registrants)

1500 Eckington Place, NE Washington, DC (Address of principal executive offices)		20002-2194 (Zip Code)

Indicate by check mark whether each registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether each registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

XM Satellite Radio Holdings Inc.		Large Accelerated Filer þ		Accelerated Filer o
		Non-Accelerated Filer o		Smaller Reporting Company o
XM Satellite Radio Inc.		Large Accelerated Filer o		Accelerated Filer o
		Non-Accelerated Filer þ		Smaller Reporting Company o

Indicate by check mark whether each registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

(Class)		(Outstanding as of October 31, 2009)
XM SATELLITE RADIO HOLDINGS INC.
COMMON STOCK, $0.01 PAR VALUE
(all shares are issued to Sirius XM Radio Inc.)		100 SHARES
XM SATELLITE RADIO INC.
COMMON STOCK, $0.10 PAR VALUE
(all shares are issued to XM Satellite Radio Holdings Inc.)		125 SHARES

 

 

XM SATELLITE RADIO HOLDINGS INC. AND SUBSIDIARIES

INDEX TO FORM 10-Q

Item No.		Description
		PART I — Financial Information
Item 1.		Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2009 (Successor Entity) and for the period August 1, 2008 through September 30, 2008 (Successor Entity), the period July 1, 2008 through July 31, 2008 (Predecessor Entity) and the period January 1, 2008 through July 31, 2008 (Predecessor Entity)			1
		Consolidated Balance Sheets as of September 30, 2009 (Unaudited) and December 31, 2008			2
		Unaudited Consolidated Statements of Stockholders’ Deficit and Comprehensive Loss for the nine months ended September 30, 2009			3
		Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2009 (Successor Entity), the period August 1, 2008 through September 30, 2008 (Successor Entity) and the period January 1, 2008 through July 31, 2008 (Predecessor Entity)			4
		Notes to Unaudited Consolidated Financial Statements			5
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			32
Item 3.		Quantitative and Qualitative Disclosures About Material Risk			60
Item 4.		Controls and Procedures			60
		PART II — Other Information
Item 1.		Legal Proceedings			61
Item 1A.		Risk Factors			61
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds			61
Item 3.		Defaults Upon Senior Securities			61
Item 4.		Submission of Matters to a Vote of Security Holders			61
Item 5.		Other Information			61
Item 6.		Exhibits			62
		Signatures			69
Exhibit 31.1
Exhibit 31.2
Exhibit 31.3
Exhibit 31.4
Exhibit 32.1
Exhibit 32.2

PART I: FINANCIAL INFORMATION

ITEM 1.		FINANCIAL STATEMENTS

XM SATELLITE RADIO HOLDINGS INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

		Successor Entity													Predecessor Entity
		Three Months				Nine Months				August 1, 2008					July 1, 2008				January 1, 2008
		Ended				Ended				Through					Through				Through
(in thousands)		September 30, 2009				September 30, 2009				September 30, 2008					July 31, 2008				July 31, 2008
Revenue:
Subscriber revenue, including effects of rebates		$	304,714			$	884,038			$	183,033				$	95,684			$	670,870
Advertising revenue, net of agency fees			4,147				13,475				5,165					3,193				22,743
Equipment revenue			5,657				17,681				3,351					1,585				13,397
Other revenue			10,955				19,344				4,054					4,242				24,184
Total revenue			325,473				934,538				195,603					104,704				731,194
Operating expenses (depreciation and amortization shown separately below) (1):
Cost of services:
Satellite and transmission			11,484				36,952				12,458					6,644				46,566
Programming and content			27,811				84,353				18,046					15,991				117,156
Revenue share and royalties			46,976				142,997				38,539					24,198				166,606
Customer service and billing			31,064				96,168				23,819					12,249				82,947
Cost of equipment			5,142				12,049				5,020					2,406				20,013
Sales and marketing			26,055				84,565				28,951					17,268				126,054
Subscriber acquisition costs			35,049				83,524				27,482					33,366				174,083
General and administrative			25,216				91,689				19,215					33,209				116,444
Engineering, design and development			5,413				16,798				5,191					2,611				23,045
Impairment of goodwill			—				—				5,026,838					—				—
Depreciation and amortization			41,587				146,462				34,620					10,828				88,749
Restructuring, impairments and related costs			3,029				29,614				—					—				—
Total operating expenses			258,826				825,171				5,240,179					158,770				961,663
Income (loss) from operations			66,647				109,367				(5,044,576	)				(54,066	)			(230,469	)
Other income (expense):
Interest and investment income			729				1,848				3,963					594				3,013
Interest expense, net of amounts capitalized			(70,616	)			(226,935	)			(47,798	)				(14,130	)			(73,937	)
Gain (loss) on change in value of embedded derivatives			(33,700	)			(111,703	)			242,223					—				—
Loss on extinguishment of debt and credit facilities, net			(3,787	)			(111,863	)			—					—				—
Loss on investments			(2,870	)			(6,660	)			(3,089	)				(4,460	)			(13,010	)
Other income (expense)			1,324				2,548				(4,074	)				5				900
Total other income (expense)			(108,920	)			(452,765	)			191,225					(17,991	)			(83,034	)
Loss before income taxes			(42,273	)			(343,398	)			(4,853,351	)				(72,057	)			(313,503	)
Income tax expense			(578	)			(1,733	)			(672	)				(508	)			(1,512	)
Net loss			(42,851	)			(345,131	)			(4,854,023	)				(72,565	)			(315,015	)
Add: net loss attributable to noncontrolling interests			—				—				—					(1,053	)			(7,443	)
Net loss — XM Satellite Radio Holdings Inc Inc and Subsidiaries		$	(42,851	)		$	(345,131	)		$	(4,854,023	)			$	(73,618	)		$	(322,458	)

(1)

Amounts related to share-based payment expense included in operating expenses were as follows:

Satellite and transmission		$	273			$	1,073			$	570				$	305			$	2,745
Programming and content			859				3,368				961					586				4,949
Customer service and billing			345				1,077				332					228				1,869
Sales and marketing			1,261				3,862				1,038					770				7,047
General and administrative			4,355				21,122				2,000					1,634				13,200
Engineering, design and development			514				2,037				710					510				4,675
Total share-based payment expense		$	7,607			$	32,539			$	5,611				$	4,033			$	34,485

See accompanying Notes to the unaudited consolidated financial statements.

XM SATELLITE RADIO HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

		September 30,				December 31,
		2009				2008
		(unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	326,022			$	206,740
Accounts receivable, net of allowance for doubtful accounts of $6,577 and $6,199, respectively			45,243				52,727
Inventory, net			2,923				4,489
Prepaid expenses			79,235				37,351
Related party current assets			105,674				112,363
Other current assets			57,320				50,412
Total current assets			616,417				464,082
Property and equipment, net			798,247				874,588
FCC license			2,000,000				2,000,000
Restricted investments			250				120,250
Deferred financing fees, net			27,309				30,303
Intangible assets, net			629,288				688,671
Related party long-term assets			114,073				124,607
Other long-term assets			41,560				34,284
Total assets		$	4,227,144			$	4,336,785
LIABILITIES AND STOCKHOLDER’S DEFICIT
Current liabilities:
Accounts payable and accrued expenses		$	196,612			$	237,299
Accrued interest			52,258				50,543
Current portion of deferred revenue			472,723				419,707
Current portion of deferred credit on executory contracts			247,566				234,774
Current maturities of long-term debt			101,300				355,739
Related party current liabilities			187,101				83,930
Total current liabilities			1,257,560				1,381,992
Deferred revenue			165,901				131,255
Deferred credit on executory contracts			851,955				1,037,190
Long-term debt			1,636,868				1,439,102
Long-term related party debt			159,275				—
Deferred tax liability			899,889				886,475
Related party long-term liabilities			21,928				—
Other long-term liabilities			33,982				36,325
Total liabilities			5,027,358				4,912,339
Commitments and contingencies (Note 14)
Stockholder’s deficit:
Common stock, par value $0 01; 1,000 shares authorized; 100 shares issued and outstanding as of September 30, 2009 and December 31, 2008			—				—
Accumulated other comprehensive loss, net of tax			(6,598	)			(7,871	)
Additional paid-in capital			5,989,700				5,870,502
Accumulated deficit			(6,783,316	)			(6,438,185	)
Total stockholder’s deficit			(800,214	)			(575,554	)
Total liabilities and stockholder’s deficit		$	4,227,144			$	4,336,785

See accompanying Notes to the unaudited consolidated financial statements.

XM SATELLITE RADIO HOLDINGS INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDER’S DEFICIT AND COMPREHENSIVE LOSS

																		Accumulated
										Additional								Other				Total
		Common Stock								Paid-in				Accumulated				Comprehensive				Stockholder’s
(in thousands, except share data)		Shares				Amount				Capital				Deficit				Loss				Deficit
Balance at December 31, 2008			100			$	—			$	5,870,502			$	(6,438,185	)		$	(7,871	)		$	(575,554	)
Net loss — XM Satellite Radio Holdings Inc and Subsidiaries			—				—				—				(345,131	)			—				(345,131	)
Other comprehensive income:
Unrealized gain on available-for-sale securities, net of tax			—				—				—				—				579				579
Foreign currency translation adjustment, net of tax			—				—				—				—				694				694
Total comprehensive loss																							(343,858	)
Non-cash capital contributions from SIRIUS XM			—				—				119,198				—				—				119,198
Balance at September 30, 2009			100			$	—			$	5,989,700			$	(6,783,316	)		$	(6,598	)		$	(800,214	)

See accompanying Notes to the unaudited consolidated financial statements.

XM SATELLITE RADIO HOLDINGS INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

		Successor Entity									Predecessor Entity
		Nine Months				August 1, 2008					January 1, 2008
		Ended				Through					Through
(in thousands)		September 30, 2009				September 30, 2008					July 31, 2008
Cash flows from operating activities:
Net loss — XM Satellite Radio Holdings Inc and Subsidiaries		$	(345,131	)		$	(4,854,023	)			$	(322,458	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization			146,462				34,620					88,749
Impairment of goodwill			—				5,026,838					—
Non-cash interest expense			68,379				10,023					7,023
Provision for doubtful accounts			12,642				3,028					8,523
Amortization of deferred income related to equity method investment			(2,082	)			(471	)				(5,829	)
Loss on investments			6,660				3,089					13,010
Loss on extinguishment of debt and credit facilities, net			111,863				—					—
Restructuring, impairments and related costs			26,401				—					—
Share-based payment expense			32,539				5,611					34,485
(Gain) loss on change in value of embedded derivatives			111,703				(242,223	)				—
Deferred income taxes			1,733				672					1,512
Other non-cash purchase price adjustments			(142,487	)			(23,770	)				—
Other			—				1,644					7,412
Changes in operating assets and liabilities:
Accounts receivable			(5,158	)			(6,044	)				7,597
Inventory			1,566				(206	)				5,558
Related party assets			17,223				(1,357	)				2,050
Prepaid expenses and other current assets			9,278				(11,945	)				(20,599	)
Restricted investments			—				—					(120,000	)
Other long-term assets			47,465				29,590					378
Accounts payable and accrued expenses			(38,868	)			17,776					(30,477	)
Accrued interest			5,870				7,003					12,558
Deferred revenue			59,635				2,616					47,599
Related party liabilities			93,715				3,315					6,557
Other long-term liabilities			9,210				(183	)				5,266
Net cash provided by (used in) operating activities			228,618				5,603					(251,086	)
Cash flows from investing activities:
Additions to property and equipment			(38,811	)			(7,893	)				(30,843	)
Purchase of restricted and other investments			—				—					(34,825	)
Sale of restricted and other investments			—				25,400					—
Net cash (used in) provided by investing activities			(38,811	)			17,507					(65,668	)
Cash flows from financing activities:
Proceeds from exercise of warrants and stock options			—				—					964
Long-term borrowings, net of costs			387,184				533,941					1,023,190
Related party long-term borrowings, net of costs			95,093				—					—
Payment of premiums on redemption of debt			(17,075	)			(18,693	)				—
Payments to minority interest holder			—				(61,880	)				(6,897	)
Repayment of long-term borrowings			(435,727	)			(1,080,553	)				(35,210	)
Repayment of long-term related party borrowings			(100,000	)			—					—
Other, net			—				(98	)				(2,458	)
Net cash (used in) provided by financing activities			(70,525	)			(627,283	)				979,589
Net increase in cash and cash equivalents			119,282				(604,173	)				662,835
Cash and cash equivalents at beginning of period			206,740				819,521					156,686
Cash and cash equivalents at end of period		$	326,022			$	215,348				$	819,521
Supplemental Disclosure of Cash and Non-Cash Flow Information
Cash paid during the period for:
Interest, net of amounts capitalized		$	148,106			$	37,704				$	54,626
Non-cash investing and financing activities:
Non-cash capital contributions from SIRIUS XM			119,198				—					—
Property acquired through capital leases			1,337				—				4,465
Release of restricted investments			120,000				—				—

See accompanying Notes to the unaudited consolidated financial statements.

XM SATELLITE RADIO HOLDINGS INC. AND SUBSIDIARIES

(Dollar amounts in thousands, unless otherwise stated)

(1) Business

We broadcast our music, sports, news, talk, entertainment, traffic and weather channels in the United States on a subscription fee basis through our proprietary satellite radio system. Our system consists of four in-orbit satellites, over 650 terrestrial repeaters that receive and retransmit signals, satellite uplink facilities and studios. Subscribers can also receive certain of our music and other channels over the Internet.

On July 28, 2008 XM Satellite Radio Holdings Inc. (“XM Holdings”) merged with and into Vernon Merger Corporation, a wholly owned subsidiary of Sirius Satellite Radio Inc. (the “Merger”) and, as a result, XM Holdings is now a wholly owned subsidiary of SIRIUS. Sirius Satellite Radio Inc. was later renamed Sirius XM Radio Inc. (“SIRIUS”). The accounting for the Merger has been “pushed-down” in the accompanying unaudited consolidated financial statements. XM, together with its subsidiaries, is operated as an unrestricted subsidiary under SIRIUS’ existing indebtedness. As an unrestricted subsidiary, transactions between the companies are required to comply with various contractual provisions in our debt instruments. For purposes of these Notes to unaudited consolidated financial statements, “we,” “us,” “our,” “the company,” and similar terms refer to XM Satellite Radio Holdings Inc. and its consolidated subsidiaries.

Our satellite radios are primarily distributed through automakers (“OEMs”), retailers and our website. We have agreements with major automakers to offer our satellite radios as factory or dealer-installed equipment in their vehicles. Our radios are also offered to customers of rental car companies.

Our subscriber totals include subscribers under our regular pricing plans; discounted pricing plans; subscribers that have prepaid, including payments either made or due from automakers and dealers for prepaid subscriptions included in the sale or lease price of a vehicle; certain radios activated for daily rental fleet programs; subscribers to XM Radio Online, our Internet service; and certain subscribers to our weather, traffic and data services.

Our primary source of revenue is subscription fees, with most of our customers subscribing on an annual, semi-annual, quarterly or monthly basis. We offer discounts for prepaid and long-term subscriptions as well as discounts for multiple subscriptions. We also derive revenue from activation fees, the sale of advertising on select non-music channels, the direct sale of satellite radios, components and accessories, and other ancillary services, such as our data and weather services. In August 2009, we began charging our subscribers a U.S. Music Royalty Fee (the “MRF”).

In certain cases, automakers include a subscription to our radio services in the sale or lease price of vehicles. The length of these prepaid subscriptions varies, but is typically three months. We also reimburse various automakers for certain costs associated with satellite radios installed in their vehicles.

We also have an interest in a satellite radio service offered in Canada through our affiliate, Canadian Satellite Radio Holdings Inc. (“XM Canada”). Subscribers to the XM Canada service are not included in our subscriber count.

XM Satellite Radio Inc. (“XM”) was incorporated on December 15, 1992 in the State of Delaware. XM Satellite Radio Holdings Inc. was formed as a holding company for XM on May 16, 1997.

As of September 30, 2009, the principal differences between the financial conditions of XM Holdings and XM were:

•

the ownership by XM Holdings of the corporate headquarters and data center buildings and the lease of these buildings to XM;

•

XM-1, XM-2, and the transponders of XM-3 and XM-4 are owned by XM; and XM-5 and the bus portions of XM-3 and XM-4 are owned by XM Holdings;

•

the presence at XM Holdings of additional indebtedness, primarily the 10% Convertible Senior Notes due 2009 and 10% Senior PIK Secured Notes due 2011, both of which are not guaranteed by XM;

•

the investment by XM Holdings in XM Canada (including related revenue and deferred income); and

•

the existence of additional cash balances at XM Holdings.

XM SATELLITE RADIO HOLDINGS INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — Continued
(Dollar amounts in thousands, unless otherwise stated)

Accordingly, the results of operations for XM and its subsidiaries are substantially the same as the results of operations for XM Holdings and its subsidiaries except that XM has:

•

additional rent, less depreciation and amortization expense and less other income, in each case principally related to XM’s rental of its corporate headquarters and data center buildings from XM Holdings, which are intercompany transactions that have been eliminated in XM Holdings’ consolidated financial statements;

•

less interest expense, principally related to the additional indebtedness at XM Holdings, and gains and losses on embedded derivatives;

•

less revenue associated with the amortization of deferred income and equity in losses from XM Holdings’ investment in XM Canada;

•

no gains or losses on XM Holdings’ investment in XM Canada; and

•

less interest income because of additional cash balances at XM Holdings.

(2) Principles of Consolidation and Basis of Presentation

Principles of Consolidation

The accompanying unaudited consolidated financial statements of XM Satellite Radio Holdings Inc. and subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles, the instructions to Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. All intercompany transactions have been eliminated in consolidation.

Basis of Presentation

In presenting unaudited consolidated financial statements, management makes estimates and assumptions that affect the amounts reported and related disclosures. Additionally, estimates were used when recording the fair values of our assets acquired and liabilities assumed in the Merger. Estimates, by their nature, are based on judgment and available information. Actual results could differ from those estimates. In the opinion of management, all normal recurring adjustments necessary for a fair presentation of our unaudited consolidated financial statements as of September 30, 2009, the successor periods of the three and nine months ended September 30, 2009 and August 1, 2008 through September 30, 2008 and the predecessor periods of July 1, 2008 through July 31, 2008 and January 1, 2008 through July 31, 2008, have been made.

XM Holdings operates as an unrestricted subsidiary of SIRIUS under its existing indebtedness. As an unrestricted subsidiary, transactions between the companies are required to comply with various contractual restrictions in our existing debt instruments. SIRIUS allocates certain expenses to us based on the estimated costs incurred by SIRIUS that pertain to us. Additionally, certain costs incurred by us benefit SIRIUS and are allocated to SIRIUS based on estimated costs incurred by us pertaining to SIRIUS. We settle amounts due between the parties on a semi-monthly and monthly basis, except for share-based payment arrangements which are settled at times agreed to between us and SIRIUS. Our financial position, results of operations and cash flows could differ from those that might have resulted had we operated autonomously. As a result of the Merger, certain of our predecessor accounting policies were changed to conform with SIRIUS’ current accounting policies. These changes have not had, and are not expected to have, a significant impact on our unaudited consolidated financial statements.

Interim results are not necessarily indicative of the results that may be expected for a full year. This Quarterly Report on Form 10-Q should be read together with our Annual Report on Form 10-K for the year ended December 31, 2008, filed with the SEC on March 13, 2009.

In connection with the Merger, our assets and liabilities were adjusted to fair value at the acquisition date by application of “push-down” accounting. Accordingly, our financial position and results of operations may not be comparable between the accompanying Successor and Predecessor periods.

We have evaluated events subsequent to the balance sheet date and prior to filing of this Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 through November 5, 2009 and determined there have not been any events that have occurred that would require adjustment to our unaudited consolidated financial statements.

XM SATELLITE RADIO HOLDINGS INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — Continued
(Dollar amounts in thousands, unless otherwise stated)

(3) Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported and related disclosures.

Significant estimates inherent in the preparation of the accompanying unaudited consolidated financial statements include revenue recognition, asset impairment, useful lives of our satellites and valuation allowances against deferred tax assets. The financial market volatility and economic conditions in the United States have impacted our business and may continue to impact our business. Such conditions could have a material impact to our significant accounting estimates.

Inventory

Inventory consists of finished goods, refurbished goods, and other raw material components used in manufacturing radios. Inventory is stated at the lower of cost or market. We record an estimated allowance for inventory that is considered slow moving and obsolete or whose carrying value is in excess of net realizable value. The provision related to products purchased for our direct to consumer distribution channel is reported as a component of Cost of equipment in our unaudited consolidated statements of operations. The remaining provision is reported as a component of Subscriber acquisition costs in our unaudited consolidated statements of operations.

Inventory, net, consists of the following:

		September 30,				December 31,
		2009				2008
Raw materials		$	6,303			$	5,781
Finished goods			4,987				6,898
Allowance for obsolescence			(8,367	)			(8,190	)
Total inventory, net		$	2,923			$	4,489

Reclassifications

Certain amounts in our prior period unaudited consolidated financial statements have been reclassified to conform to our current period presentation.

Recent Accounting Pronouncements

In September 2009, Accounting Standards Codification (“ASC”) became the source of authoritative U.S. GAAP recognized by the Financial Accounting Standards Board (“FASB”) for nongovernmental entities, except for certain FASB Statements not yet incorporated into ASC. Rules and interpretive releases of the SEC under federal securities laws are also sources of authoritative U.S. GAAP for registrants. The discussion below includes the applicable ASC reference.

We adopted ASC 810-10-65, Transition and Open Effective Date Information, which requires a parent with one or more less-than-wholly-owned subsidiaries to disclose, on the face of the consolidated financial statements, the amount of consolidated net income attributable to the parent and noncontrolling interest. We adopted this guidance effective January 1, 2009, with no impact on our consolidated results of operations and financial position.

We adopted ASC 855, Subsequent Events, which requires disclosure of events occurring after the balance sheet date but before financial statements are issued or are available to be issued. We adopted this guidance effective April 1, 2009, with no impact on our consolidated results of operations or financial position.

In June 2009, the FASB issued Statement No. 167, Amendments to FASB Interpretation No. 46(R), to require an analysis to determine whether our variable interest(s) give us a controlling financial interest in a variable interest entity. Statement 167 has not been incorporated into ASC and is effective for fiscal years beginning after November 15, 2009. We are currently evaluating the impact, if any, the adoption of this guidance will have on our consolidated results of operations and financial position.

In June 2009, the FASB issued Statement No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, which integrated existing accounting standards with other authoritative guidance to provide a single source of authoritative U.S. GAAP for nongovernmental entities. Statement 168 has not been incorporated into ASC and is effective for interim and annual periods ending after September 15, 2009. We adopted this guidance effective July 1, 2009, with no impact on our consolidated results of operations or financial position.

XM SATELLITE RADIO HOLDINGS INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — Continued
(Dollar amounts in thousands, unless otherwise stated)

(4) Intangible Assets

Intangible assets consisted of the following:

						September 30, 2009												December 31, 2008
		Weighted Average				Gross Carrying				Accumulated				Net Carrying				Gross Carrying				Accumulated				Net Carrying
		Useful Lives				Value				Amortization				Value				Value				Amortization				Value
Indefinite life intangible assets
FCC licenses		Indefinite				$	2,000,000			$	—			$	2,000,000			$	2,000,000			$	—			$	2,000,000
Trademark		Indefinite					250,000				—				250,000				250,000				—				250,000
Definite life intangible assets
Subscriber relationships		9 years				$	380,000			$	(76,670	)		$	303,330			$	380,000			$	(29,226	)		$	350,774
Proprietary software		6 years					16,552				(6,020	)			10,532				16,552				(2,285	)			14,267
Developed technology		10 years					2,000				(233	)			1,767				2,000				(83	)			1,917
Licensing agreements		9.1 years					75,000				(11,452	)			63,548				75,000				(4,090	)			70,910
Leasehold interests		7.4 years					132				(21	)			111				908				(105	)			803
Total intangible assets						$	2,723,684			$	(94,396	)		$	2,629,288			$	2,724,460			$	(35,789	)		$	2,688,671

Indefinite Life Intangible Assets

We have identified our FCC licenses and our trademark as indefinite life intangibles after considering the expected use of the assets, the regulatory and economic environment within which they are being used, and the effects of obsolescence on their use.

We hold FCC licenses to operate our satellite digital audio radio service and provide ancillary services. Our FCC licenses for our satellites expire in 2013 and 2014. Prior to the expirations, we will be required to apply for a renewal of our FCC licenses. The renewal and extension of our licenses is reasonably certain at minimal cost which is expensed as incurred. The FCC licenses authorize us to use the broadcast spectrum, which is a renewable, reusable resource that does not deplete or exhaust over time.

In connection with the Merger, $250,000 of the purchase price was allocated to our trademark. As of September 30, 2009 there are no legal, regulatory or contractual limitations associated with our trademark.

We evaluate our indefinite life intangible assets for impairment on an annual basis. During the three and nine months ended September 30, 2009, no impairment loss was recorded for intangible assets with indefinite lives.

Definite Life Intangible Assets

Definite life intangible assets consist primarily of subscriber relationships of $380,000 that were fair valued as a result of the Merger. Subscriber relationships are amortized on an accelerated basis over 9 years, which reflects the estimated pattern in which the economic benefits will be consumed. Other definite life intangibles include certain licensing agreements of $75,000, which are being amortized over a weighted average useful life of 9.1 years on a straight-line basis.

XM SATELLITE RADIO HOLDINGS INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — Continued
(Dollar amounts in thousands, unless otherwise stated)

Amortization expense was $18,648 and $58,759 for the three and nine months ended September 30, 2009, respectively, and $9,232 for the period August 1, 2008 through September 30, 2008. Expected amortization expense for each of the fiscal years through December 31, 2013 and for periods thereafter is as follows:

Year ending December 31,		Amount
Remaining 2009		$	17,827
2010			65,916
2011			58,850
2012			53,420
2013			47,097
Thereafter			136,178
Total intangibles, net		$	379,288

(5) Subscriber Revenue

Subscriber revenue consists of subscription fees, non-refundable activation fees and the effects of rebates. Revenues received from automakers for prepaid subscriptions included in the sale or lease price of vehicles are also included in subscriber revenue over the service period upon activation and sale to the customer.

Subscriber revenue consists of the following:

		Successor Entity													Predecessor Entity
		Three Months				Nine Months				August 1, 2008					July 1, 2008				January 1, 2008
		Ended				Ended				Through					Through				Through
		September 30, 2009				September 30, 2009				September 30, 2008					July 31, 2008				July 31, 2008
Subscription fees		$	303,785			$	881,860			$	183,144				$	94,074			$	659,775
Activation fees			963				2,351				48					1,667				11,855
Effect of rebates			(34	)			(173	)			(159	)				(57	)			(760	)
Total subscriber revenue		$	304,714			$	884,038			$	183,033				$	95,684			$	670,870

(6) Interest Costs

We capitalize a portion of the interest on funds borrowed to finance the construction costs of our satellites. The following is a summary of our interest costs:

		Successor Entity													Predecessor Entity
		Three Months				Nine Months				August 1, 2008					July 1, 2008				January 1, 2008
		Ended				Ended				Through					Through				Through
		September 30, 2009				September 30, 2009				September 30, 2008					July 31, 2008				July 31, 2008
Interest costs charged to expense		$	70,616			$	226,935			$	47,798				$	14,130			$	73,937
Interest costs capitalized			7,495				25,053				3,927					1,009				6,852
Total interest costs incurred		$	78,111			$	251,988			$	51,725				$	15,139			$	80,789

XM SATELLITE RADIO HOLDINGS INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — Continued
(Dollar amounts in thousands, unless otherwise stated)

(7) Property and Equipment

Property and equipment, net, consists of the following:

		September 30,				December 31,
		2009				2008
Satellite system		$	490,126			$	490,126
Terrestrial repeater network			41,603				41,850
Leasehold improvements			6,852				6,762
Broadcast studio equipment			7,934				7,804
Capitalized software and hardware			53,768				53,986
Satellite telemetry, tracking and control facilities			32,958				33,542
Furniture, fixtures, equipment and other			27,269				26,076
Land			38,100				38,100
Building			53,803				53,887
Construction in progress — satellite system			194,980				181,856
Total property and equipment			947,393				933,989
Accumulated depreciation and amortization			(149,146	)			(59,401	)
Property and equipment, net		$	798,247			$	874,588

Depreciation and amortization expense on property and equipment was $22,939 and $87,703 for the three and nine months ended September 30, 2009, respectively, and $25,388, $10,828 and $88,749 for the periods August 1, 2008 through September 30, 2008, July 1, 2008 through July 31, 2008 and January 1, 2008 through July 31, 2008, respectively.

Satellites

We own four orbiting satellites; two of which, XM-3 and XM-4, currently transmit our signal and two of which, XM-1 and XM-2, serve as in-orbit spares. Our satellites were launched in March 2001, May 2001, February 2005 and October 2006.

Space Systems/Loral has constructed our fifth satellite, XM-5, for use in our system. In 2006, we entered into an agreement with Sea Launch to secure a launch for XM-5. In June 2009, Sea Launch filed for bankruptcy protection under Title 11 of the United States Code and as a result, we recorded a charge of $24,196 to Restructuring, impairments and related costs in our unaudited consolidated statements of operations for amounts previously paid, including capitalized interest. In October 2009, XM Holdings terminated its satellite launch agreement with Sea Launch with the consent of the Bankruptcy Court. In October 2009, SIRIUS entered into an agreement with International Launch Services (“ILS”) to secure a satellite launch for XM-5 on a Proton rocket. We currently expect to launch XM-5 in the second or third quarter of 2010.

(8) Related Party Transactions

Liberty Media

Liberty Media Corporation and its affiliate, Liberty Media, LLC (collectively, “Liberty Media”) is the holder of SIRIUS’ Convertible Perpetual Preferred Stock, Series B (the “Series B Preferred Stock”), has representatives on SIRIUS’ board of directors and is considered a related party. See Note 11, Debt, to our unaudited consolidated financial statements for further information regarding indebtedness previously owed to Liberty Media.

Investment Agreement

On February 17, 2009, SIRIUS entered into an Investment Agreement (the “Investment Agreement”) with Liberty Media. Pursuant to the Investment Agreement, SIRIUS agreed to issue to Liberty Radio, LLC 12,500,000 shares of Series B Preferred Stock with a liquidation preference of $0.001 per share in partial consideration for certain loan investments. The Series B Preferred Stock was issued on March 6, 2009.

As a result of SIRIUS’ issuance of Series B Preferred Stock to Liberty Radio, LLC, we recorded a $113,280 increase to additional paid-in capital.

Loan Investments

On February 17, 2009, XM entered into a Credit Agreement with Liberty Media Corporation, as administrative agent and collateral agent, and Liberty Media, LLC, as lender. On March 6, 2009, XM amended and restated that credit agreement (the “Second-Lien Credit Agreement”) with Liberty Media Corporation. In June 2009, XM repaid all amounts due and terminated the Second-Lien Credit Agreement in connection with the issue and sale of our 11.25% Senior Secured Notes due 2013.

XM SATELLITE RADIO HOLDINGS INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — Continued
(Dollar amounts in thousands, unless otherwise stated)

On March 6, 2009, XM amended and restated the $100,000 Term Loan, dated as of June 26, 2008 and the $250,000 Credit Agreement, dated as of May 5, 2006. These facilities were combined as term loans into the Amended and Restated Credit Agreement, dated as of March 6, 2009. Liberty Media, LLC, purchased $100,000 aggregate principal amount of such loans from the existing lenders. In June 2009, XM used a portion of the net proceeds from the sale of our 11.25% Senior Secured Notes due 2013 to extinguish the Amended and Restated Credit Agreement.

In June 2009, Liberty Media Corporation purchased $100,000 aggregate principal amount of our 11.25% Senior Secured Notes due 2013 as part of the offering of such notes. As of September 30, 2009, we recorded $159,275 as Long-term related party debt related to the 11.25% Notes. This amount included the following principal amounts; $87,000 of our 11.25% Senior Secured Notes due 2013, $76,000 of our 13% Senior Notes due 2013 and $11,000 of our 7% Exchangeable Senior Subordinated Notes due 2014. As of September 30, 2009, we recorded $4,350 related to accrued interest with Liberty Media to Related party current liabilities.

We recognized Interest expense related to Liberty Media of $6,609 and $33,651 for the three and nine months ended September 30, 2009, respectively.

XM Canada

In 2005, we entered into agreements to provide XM Canada with the right to offer XM satellite radio service in Canada. The agreements have an initial term of ten years and XM Canada has the unilateral option to extend the term of the agreements for an additional five years at no additional cost beyond the current financial arrangements. XM Canada has expressed its intent to exercise this option at the end of the initial term of the agreements. We have the right to receive a 15% royalty for all subscriber fees earned by XM Canada each month for its basic service and a nominal activation fee for each gross activation of an XM Canada subscriber on XM’s system. XM Canada is obligated to pay us a total of $71,800 for the rights to broadcast and market National Hockey League (“NHL”) games for the 10-year term of our contract with the NHL. We recognize these payments on a gross basis as a principal obligor pursuant to the provisions of ASC 605, Revenue Recognition.

The estimated fair value of deferred revenue from XM Canada as of the Merger date was approximately $34,000, and is being amortized on a straight-line basis over the remaining expected term of the agreements. Subsequent to the Merger date, we began to record additional deferred revenue on our agreements with XM Canada involving royalties on subscriber and activation fees. As of September 30, 2009 and December 31, 2008, the carrying value of Deferred revenue related to XM Canada was $39,566 and $36,002, respectively.

We have extended a Cdn$45,000 standby credit facility to XM Canada which can be utilized to purchase terrestrial repeaters or finance the payment of subscription fees. The facility matures on December 31, 2012 and bears interest at a rate of 17.75% per annum. We have the right to convert unpaid principal amounts into Class A subordinate voting shares of XM Canada at the price of Cdn$16.00 per share. As of September 30, 2009 and December 31, 2008, amounts drawn by XM Canada on this facility in lieu of payment of subscription fees recorded in Related party long-term assets were $15,522 and $8,311, respectively.

In connection with the deferred income related to XM Canada, we recorded amortization of $694 and $2,082 for the three and nine months ended September 30, 2009, respectively, and $1,665, $833 and $5,829 for the periods August 1, 2008 through September 30, 2008, July 1, 2008 through July 31, 2008 and January 1, 2008 through July 31, 2008, respectively. The royalty fees we earn related to subscriber and activation fees are reported as a component of Other revenue in our unaudited consolidated statements of operations. We recorded royalty fees of $225 and $499 for the three and nine months ended September 30, 2009, respectively, and $146, $76 and $523 for the periods August 1, 2008 through September 30, 2008, July 1, 2008 through July 31, 2008 and January 1, 2008 through July 31, 2008, respectively. XM Canada pays us a licensing fee and reimburses us for advertising, both of which are reported as a component of Other revenue in our unaudited consolidated statements of operations. We recognized licensing fee revenue of $1,500 and $4,500 for the three and nine months ended September 30, 2009, respectively, and $1,000, $500 and $3,500 for the periods August 1, 2008 through September 30, 2008, July 1, 2008 through July 31, 2008 and January 1, 2008 through July 31, 2008, respectively. We recognized advertising reimbursements of $0 and $733 for the three and nine months ended September 30, 2009, respectively, and $0, $0 and $833 for the periods August 1, 2008 through September 30, 2008, July 1, 2008 through July 31, 2008 and January 1, 2008 through July 31, 2008, respectively. As of September 30, 2009 and December 31, 2008, amounts due from XM Canada recorded in Related party current assets were $3,408 and $5,594, respectively. As of September 30, 2009 and December 31, 2008, amounts due from XM Canada (in addition to the amounts drawn on the standby credit facility) recorded in Related party long-term assets were $6,000 and $0, respectively.

XM SATELLITE RADIO HOLDINGS INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — Continued
(Dollar amounts in thousands, unless otherwise stated)

General Motors

We have a long-term distribution agreement with General Motors Company (“GM”). GM has a representative on SIRIUS’ board of directors and is considered a related party. During the term of the agreement, GM has agreed to distribute the XM service. We subsidize a portion of the cost of XM radios and make incentive payments to GM when the owners of GM vehicles with installed XM radios become subscribers to XM’s service. We also share with GM a percentage of the subscriber revenue attributable to GM vehicles with installed XM radios. As part of the agreement, GM provides certain call-center related services directly to XM subscribers who are also GM customers for which we reimburse GM.

XM makes bandwidth available to OnStar Corporation for audio and data transmissions to owners of XM-enabled GM vehicles, regardless of whether the owner is an XM subscriber. OnStar’s use of our bandwidth must be in compliance with applicable laws, must not compete or adversely interfere with our business, and must meet our quality standards. We also granted to OnStar a certain amount of time to use our studios on an annual basis and agreed to provide certain audio content for distribution on OnStar’s services.

We recorded total revenue from GM, primarily consisting of subscriber revenue, of $8,831 and $22,087 for the three and nine months ended September 30, 2009, respectively, and $6,733, $4,041 and $25,394 for the periods August 1, 2008 through September 30, 2008, July 1, 2008 through July 31, 2008 and January 1, 2008 through July 31, 2008, respectively.

We recognized Sales and marketing expense with GM of $7,720 and $23,387 for the three and nine months ended September 30, 2009, respectively, and $8,539, $4,220 and $28,377 for the periods August 1, 2008 through September 30, 2008, July 1, 2008 through July 31, 2008 and January 1, 2008 through July 31, 2008, respectively. We recognized Revenue share and royalties expense with GM of $15,008 and $46,664 for the three and nine months ended September 30, 2009, respectively, and $26,021, $12,172 and $79,869 for the periods August 1, 2008 through September 30, 2008, July 1, 2008 through July 31, 2008 and January 1, 2008 through July 31, 2008, respectively. We recognized Subscriber acquisition costs with GM of $9,035 and $25,066 for the three and nine months ended September 30, 2009, respectively, and $29,530, $11,692 and $88,300 for the periods August 1, 2008 through September 30, 2008, July 1, 2008 through July 31, 2008 and January 1, 2008 through July 31, 2008, respectively.

As of September 30, 2009, amounts due from GM and prepaid expenses with GM recorded in Related party current assets were $8,089 and $91,902, respectively. As of September 30, 2009, prepaid expenses with GM recorded in Related party long-term assets were $92,551. As of December 31, 2008, amounts due from GM and prepaid expenses with GM recorded in Related party current assets were $10,132 and $94,444, respectively. As of December 31, 2008, prepaid expenses with GM recorded in Related party long-term assets were $116,296. As of September 30, 2009 and December 31, 2008, amounts due to GM recorded in Related party current liabilities were $79,813 and $63,023, respectively.

As of September 30, 2009 and December 31, 2008, amounts due to GM recorded in Related party long-term liabilities were $21,928 and $0, respectively.

American Honda

We have an agreement to make a certain amount of our bandwidth available to American Honda. American Honda has a representative on SIRIUS’ board of directors and is considered a related party. American Honda’s use of our bandwidth must be in compliance with applicable laws, must not compete or adversely interfere with our business, and must meet our quality standards. This agreement remains in effect so long as American Honda holds a certain amount of its investment in SIRIUS. We make incentive payments to American Honda for each purchaser of a Honda or Acura vehicle that becomes a self-paying XM subscriber and shares with American Honda a portion of the subscriber revenue attributable to Honda and Acura vehicles with installed XM radios.

We recorded total revenue from American Honda, primarily consisting of subscriber revenue, of $3,374 and $9,201 for the three and nine months ended September 30, 2009, respectively, and $3,321, $1,738 and $10,599 for the periods August 1, 2008 through September 30, 2008, July 1, 2008 through July 31, 2008 and January 1, 2008 through July 31, 2008, respectively.

We recognized Sales and marketing expense with American Honda of $1,647 and $4,391 for the three and nine months ended September 30, 2009, respectively, and $1,848, $1,046 and $5,330 for the periods August 1, 2008 through September 30, 2008, July 1, 2008 through July 31, 2008 and January 1, 2008 through July 31, 2008, respectively. We recognized Revenue share and royalties expense with American Honda of $1,636 and $4,601 for the three and nine months ended September 30, 2009, respectively, and $747, $376 and $1,901 for the periods August 1, 2008 through September 30, 2008, July 1, 2008 through July 31, 2008 and January 1, 2008 through July 31, 2008, respectively.

As of September 30, 2009 and December 31, 2008, amounts due from American Honda recorded in Related party current assets were $2,274 and $2,194, respectively.

XM SATELLITE RADIO HOLDINGS INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — Continued
(Dollar amounts in thousands, unless otherwise stated)

As of September 30, 2009 and December 31, 2008, amounts due to American Honda recorded in Related party current liabilities were $4,014 and $4,190, respectively.

SIRIUS

SIRIUS allocates certain expenses to us based on the estimated costs incurred by SIRIUS that pertain to us. Additionally, certain costs incurred by us benefit SIRIUS and are allocated to SIRIUS based on estimated costs incurred by us pertaining to SIRIUS. We settle amounts due between the parties on a semi-monthly and monthly basis, except for share-based payment arrangements which are settled at times agreed to between us and SIRIUS. Our financial position, results of operations and cash flows could differ from those that might have resulted had we operated autonomously.

We recorded total advertising revenue allocated from SIRIUS of $2,473 and $7,321 for the three and nine months ended September 30, 2009, respectively, and $0 for the period August 1, 2008 through September 30, 2008.

We recognized total allocated net operating expenses with SIRIUS of $39,532 and $129,502 for the three and nine months ended September 30, 2009, respectively, and $773 for the period August 1, 2008 through September 30, 2008.

As of September 30, 2009 and December 31, 2008, net costs attributable to these costs (in addition to direct payments made by SIRIUS on our behalf) recorded in Related party current liabilities were $98,924 and $16,717, respectively.

(9) Investments

Investments consist of the following:

		September 30,				December 31,
		2009				2008
Marketable securities		$	11,555			$	10,525
Restricted investments			250				120,250
Embedded derivative accounted for separately from the host contract			26				2
Equity method investments			2,679				8,873
Total investments		$	14,510			$	139,650

XM Canada

We have a 23.33% economic interest in XM Canada. The amount of the Merger purchase price allocated to the fair value of our investment in XM Canada was $41,188. Our investment in XM Canada is recorded using the equity method (on a one-month lag) since we have significant influence, but less than a controlling voting interest in XM Canada. Under this method, our investment in XM Canada is adjusted quarterly to recognize our share of net earnings or losses as they occur, rather than at the time dividends or other distributions are received, limited to the extent of our investment in, advances to, and commitments to fund XM Canada. Our share of net earnings or losses of XM Canada is recorded to Loss on investments in our unaudited consolidated statements of operations. We recorded $2,870 and $1,926 for the three and nine months ended September 30, 2009, respectively, for our share of XM Canada’s net loss and $3,089, $1,835 and $10,385 for the periods August 1, 2008 through September 30, 2008, July 1, 2008 through July 31, 2008 and January 1, 2008 through July 31, 2008, respectively, for our share of XM Canada’s net loss. During the three and nine months ended September 30, 2009, we reduced the carrying value of our investment in XM Canada due to decreases in fair value that were considered to be other than temporary and recorded impairment charges of $0 and $4,734, respectively. In addition, during the three and nine months ended September 30, 2009, we recorded ($35) and $466, respectively, as a foreign exchange gain (loss) to Accumulated other comprehensive loss, net of tax.

We hold an investment in Cdn$4,000 face value of 8% convertible unsecured subordinated debentures issued by XM Canada for which the embedded conversion feature is bifurcated from the host contract. The host contract is accounted for as an available-for-sale security at fair value with changes in fair value recorded to Accumulated other comprehensive loss, net of tax. The embedded conversion feature is accounted for as a derivative at fair value with changes in fair value recorded in earnings as Interest and investment income. As of September 30, 2009, the carrying value of our equity method investment in XM Canada was $2,679, while the carrying values of the host contract and embedded derivative related to our investment in the debentures was $2,967 and $26, respectively. As of December 31, 2008, the carrying value of our equity method investment in XM Canada was $8,873, while the carrying values of the host contract and embedded derivative related to our investment in the debentures was $2,540 and $2, respectively.

XM SATELLITE RADIO HOLDINGS INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — Continued
(Dollar amounts in thousands, unless otherwise stated)

Auction Rate Certificates

Auction rate certificates are long-term securities structured to reset their coupon rates by means of an auction. We account for our investment in auction rate certificates as available-for-sale securities. As of September 30, 2009 and December 31, 2008, the carrying value of these securities was $8,588 and $7,985, respectively.

Restricted Investments

Restricted investments relate to deposits placed into escrow for the benefit of third parties pursuant to programming agreements. As of September 30, 2009 and December 31, 2008, the carrying value of our long-term restricted investments was $250 and $120,250, respectively.

(10) Fair Value

The following table summarizes the fair value of our financial instruments at September 30, 2009:

		Fair Value Measurements Using
		Quoted Prices in Active								Significant
		Markets for Identical				Significant Other				Unobservable
(in thousands)		Assets (Level 1)				Observable Inputs (Level 2)				Inputs (Level 3)				Carrying Value
Assets:
Auction rate securities			N/A				N/A			$	8,588			$	8,588
Debentures and embedded derivatives			N/A				N/A				2,993				2,993
Total assets										$	11,581			$	11,581
Liabilities:
Debt-related embedded derivatives		$	—			$	—			$	134,361			$	134,361
Total liabilities		$	—			$	—			$	134,361			$	134,361

The following table presents the changes in the Level 3 fair-value category for the nine months ended September 30, 2009. We classify financial instruments in Level 3 of the fair-value hierarchy when there is reliance on at least one significant unobservable input to the valuation model. In addition to these unobservable inputs, the valuation models for Level 3 financial instruments typically also rely on a number of inputs that are readily observable either directly or indirectly. Thus, the gains and losses presented below include changes in the fair value related to both observable and unobservable inputs. Fair values are determined using lattice models or market quotes. We recognized net unrealized (losses) gains in earnings of ($33,666) and ($111,609) for the three and nine months ended September 30, 2009, respectively, and $241,847, $14 and ($551) for the periods August 1, 2008 through September 30, 2008, July 1, 2008 through July 31, 2008 and January 1, 2008 through July 31, 2008, respectively.

		Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
						Debentures and				Debt-Related
		Auction Rate Securities				Embedded Derivatives				Embedded Derivatives
Balance at December 31, 2008		$	7,985			$	2,542			$	22,658
Total gains and losses (realized /unrealized)			—				118				111,703
Included in other comprehensive income			603				333				—
Balance at September 30, 2009		$	8,588			$	2,993			$	134,361

As of September 30, 2009 and December 31, 2008, the aggregate carrying value of our long-term debt was $1,763,082 and $1,772,183 (excludes embedded derivatives), respectively; while the aggregate fair value approximated $1,993,820 and $760,897, respectively.

XM SATELLITE RADIO HOLDINGS INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — Continued
(Dollar amounts in thousands, unless otherwise stated)

(11) Debt

Our debt consists of the following:

		Conversion				Long-term debt
		Price (per				September 30,				December 31,
		(SIRIUS share)				2009				2008
10% Convertible Senior Notes due 2009		$	10.87				48,450				400,000
Less: discount							(404	)			(17,367	)
10% Senior Secured Discount Convertible Notes due 2009		$	0.69				33,249				33,249
Less: discount							(1,519	)			(5,471	)
10% Senior PIK Secured Notes due 2011			N/A				172,485				—
Less: discount							(13,460	)			—
11.25% Senior Secured Notes due 2013			N/A				525,750				—
Less: discount							(34,525	)			—
13% Senior Notes due 2013			N/A				778,500				778,500
Less: discount							(66,538	)			(74,986	)
9.75% Senior Notes due 2014			N/A				5,260				5,260
7% Exchangeable Senior Subordinated Notes due 2014		$	1.875				550,000				550,000
Less: discount							(252,056	)			(270,368	)
Senior Secured Term Loan due 2009			N/A				—				100,000
Senior Secured Revolving Credit Facility due 2009			N/A				—				250,000
Add: premium							—				151
Other debt:
Capital leases			N/A				17,890				23,215
Embedded derivatives							134,361				22,658
Total debt							1,897,443				1,794,841
Less: current maturities							101,300				355,739
Total long-term							1,796,143				1,439,102
Less: related party							159,275				—
Total long-term, excluding related party						$	1,636,868			$	1,439,102

10% Convertible Senior Notes due 2009

We have issued $400,000 aggregate principal amount of 10% Convertible Senior Notes due 2009 (the “10% Convertible Notes”). Interest is payable semi-annually at a rate of 10% per annum. The 10% Convertible Notes mature on December 1, 2009. The 10% Convertible Notes may be converted by the holder, at its option, into shares of SIRIUS’ common stock at a conversion rate of 92.0 shares of SIRIUS common stock per $1,000 principal amount, which is equivalent to a conversion price of $10.87 per share of SIRIUS common stock (subject to adjustment in certain events). As a result of the fair valuation at the acquisition date, we recognized an initial discount of $23,700.

In February 2009, we exchanged $172,485 aggregate principal amount of the outstanding 10% Convertible Notes for a like principal amount of XM Holdings’ 10% Senior PIK Secured Notes due 2011. We accounted for the exchange as a modification of debt and recorded $2,008 to General and administrative expense in our unaudited consolidated statements of operations and $10,990 of additional debt discount in our unaudited consolidated balance sheets.

In July 2009, we used a portion of the net proceeds received from the issuance of our 11.25% Senior Secured Notes due 2013 plus cash on hand to purchase at par $179,065 aggregate principal amount of the 10% Convertible Notes. We recorded a loss of $3,285 related to the unamortized discount to Loss on extinguishment of debt and credit facilities in our unaudited consolidated statements of operations as a result of this transaction.

10% Senior Secured Discount Convertible Notes due 2009

XM Holdings (with XM as co-obligors) have outstanding $33,249 aggregate principal amount of 10% Senior Secured Discount Convertible Notes due 2009 (the “10% Discount Convertible Notes”). Interest is payable semi-annually at a rate of 10% per annum. The 10% Discount Convertible Notes mature on December 31, 2009. At any time, a holder of the notes may convert all or part of the accreted value of the notes at a conversion price of $0.69 per share of SIRIUS common stock. As a result of the fair valuation at the acquisition date, we recognized an initial discount of $7,324.

XM SATELLITE RADIO HOLDINGS INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — Continued
(Dollar amounts in thousands, unless otherwise stated)

10% Senior PIK Secured Notes due 2011

In February 2009, we exchanged $172,485 aggregate principal amount of outstanding 10% Convertible Notes for a like principal amount of XM Holdings’ 10% Senior PIK Secured Notes due 2011 (the “PIK Notes”). Interest is payable on the PIK Notes semiannually in arrears on June 1 and December 1 of each year at a rate of 10% per annum paid in cash from December 1, 2008 to December 1, 2009; at a rate of 10% per annum paid in cash and 2% per annum paid in kind from December 1, 2009 to December 1, 2010; and at a rate of 10% per annum paid in cash and 4% per annum paid in kind from December 1, 2010 to the maturity date.

The PIK Notes are fully and unconditionally guaranteed by XM 1500 Eckington LLC and XM Investment LLC (together, the “Subsidiary Guarantors”) and are secured by a first-priority lien on substantially all of the property of the Subsidiary Guarantors. XM Holdings may, at its option, redeem some or all of the PIK Notes at any time at 100% of the principal amount prepaid, together with accrued and unpaid interest, if any.

We paid a fee equal to, at each exchanging noteholders’ election, either (i) 833 shares of SIRIUS’ common stock (the “Structuring Fee Shares”) for every $1 principal amount of 10% Convertible Notes exchanged or (ii) an amount in cash equal to $0.05 for every $1 principal amount of 10% Convertible Notes exchanged. The total number of Structuring Fee Shares delivered was 59,178,819, and the aggregate cash delivered was approximately $5,100.

In October 2009, we purchased $58,800 aggregate principal amount of the PIK Notes at a price of $60,499, which included accrued interest of $2,287. We will record a net loss of $3,869, related to the unamortized discount and the discount on the purchase, to Loss on extinguishment of debt and credit facilities in our unaudited consolidated statements of operations as a result of this transaction.

Amended and Restated Credit Agreement due 2011

In March 2009, we amended and restated the $100,000 Senior Secured Term Loan due 2009, dated as of June 26, 2008 and the $250,000 Senior Secured Revolving Credit Facility due 2009, dated as of May 5, 2006. These facilities were combined as term loans into the Amended and Restated Credit Agreement, dated as of March 6, 2009. Liberty Media LLC (“Liberty”) purchased $100,000 aggregate principal amount of such loans from the lenders.

In June 2009, we used net proceeds from the sale of our 11.25% Senior Secured Notes due 2013 to repay amounts due under and extinguish the Amended and Restated Credit Agreement. We paid a repayment premium of $6,500. We recorded an aggregate loss on extinguishment of the Amended and Restated Credit Agreement of $49,786 consisting primarily of the unamortized discount, deferred financing fees and unaccreted portion of the repayment premium to Loss on extinguishment of debt and credit facilities in our unaudited consolidated statements of operations.

11.25% Senior Secured Notes due 2013

In June 2009, XM issued $525,750 aggregate principal amount of 11.25% Senior Secured Notes due 2013 (the “11.25% Notes”). Interest is payable semi-annually in arrears on June 15 and December 15 of each year at a rate of 11.25% per annum. The 11.25% Notes mature on June 15, 2013. The 11.25% Notes were issued for $489,952, resulting in an aggregate original issuance discount, including fees, of $35,798.

XM Holdings and the domestic subsidiaries of XM that guarantee certain of the indebtedness of XM and its restricted subsidiaries guarantee XM’s obligations under the 11.25% Notes. The 11.25% Notes and related guarantees are secured by first-priority liens on substantially all of the assets of XM Holdings, XM and the guarantors.

In June 2009, XM used a portion of the net proceeds from the sale of the 11.25% Notes to repay in full $325,000 principal amount outstanding under the Amended and Restated Credit Agreement. In connection with the sale of the 11.25% Notes, XM terminated the Second-Lien Credit Agreement and repaid all amounts due thereunder.

13% Senior Notes due 2013

In July 2008, XM issued $778,500 aggregate principal amount of 13% Senior Notes due 2013 (the “13% Notes”). Interest is payable semi-annually in arrears on February 1 and August 1 of each year at a rate of 13% per annum. The 13% Notes were issued for $700,105, resulting in an original issuance discount of $78,395. The 13% Notes are unsecured and mature on August 1, 2013.

XM SATELLITE RADIO HOLDINGS INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — Continued
(Dollar amounts in thousands, unless otherwise stated)

9.75% Senior Notes due 2014

XM has outstanding $5,260 aggregate principal amount of 9.75% Senior Notes due 2014 (the “9.75% Notes”). Interest on the 9.75% Notes is payable semi-annually on May 1 and November 1 at a rate of 9.75% per annum. The 9.75% Notes are unsecured and mature on May 1, 2014. XM, at its option, may redeem the 9.75% Notes at declining redemption prices at any time on or after May 1, 2010, subject to certain restrictions. Prior to May 1, 2010, XM may redeem the 9.75% Notes, in whole or in part, at a price equal to 100% of the principal amount thereof, plus a make-whole premium and accrued and unpaid interest to the date of redemption.

In March 2009, XM executed and delivered a Third Supplemental Indenture (the “9.75% Notes Supplemental Indenture”). The 9.75% Notes Supplemental Indenture amended the indenture to eliminate substantially all of the restrictive covenants, eliminated certain events of default and modified or eliminated certain other provisions contained in the indenture and the 9.75% Notes.

7% Exchangeable Senior Subordinated Notes due 2014

In August 2008, XM issued $550,000 aggregate principal amount of 7% Exchangeable Senior Subordinated Notes due 2014 (the “Exchangeable Notes”). The Exchangeable Notes are senior subordinated obligations of XM and rank junior in right of payment to its existing and future senior debt and equally in right of payment with its existing and future senior subordinated debt. XM Holdings, XM Equipment Leasing LLC and XM Radio Inc. have guaranteed the Exchangeable Notes on a senior subordinated basis. Interest is payable semi-annually in arrears on June 1 and December 1 of each year at a rate of 7% per annum. The Exchangeable Notes mature on December 1, 2014. The Exchangeable Notes are exchangeable at any time at the option of the holder into shares of SIRIUS’ common stock at an initial exchange rate of 533.3333 shares of SIRIUS common stock per $1,000 principal amount of Exchangeable Notes, which is equivalent to an approximate exchange price of $1.875 per share of SIRIUS common stock.

Second-Lien Credit Agreement

In February 2009, we entered into a Credit Agreement (the “Credit Agreement”) with Liberty Media Corporation, as administrative agent and collateral agent. The Credit Agreement provided for a $150,000 term loan. On March 6, 2009, we amended and restated the Credit Agreement (the “Second-Lien Credit Agreement”) with Liberty Media.

In June 2009, we terminated the Second-Lien Credit Agreement in connection with the sale of the 11.25% Notes and repaid all amounts due thereunder. We recorded a loss on termination of the Second-Lien Credit Agreement of $57,663 related to deferred financing fees to Loss on extinguishment of debt and credit facilities in our unaudited consolidated statements of operations.

Embedded Derivatives

We issued convertible debt securities, including the 10% Convertible Senior Notes due 2009, the 10% Senior Secured Discount Convertible Notes due 2009 and 7% Exchangeable Senior Subordinated Notes due 2014 containing non-detachable conversion or exchange features. Upon completion of the Merger, these debt agreements were amended such that the settlement of conversion features is into shares of SIRIUS common stock.

The convertible and exchangeable features are embedded derivatives, and subsequent to the Merger are required to be separated from the host contract for accounting purposes in accordance with SFAS No. 133, Accounting for Hedging and Derivative Instruments . The embedded derivatives are recorded as derivative liabilities and included in our debt balances in our statement of financial position and the changes in fair value of those derivatives are reported as a realized investment gain or loss in the period in which the fair value changes.

Due to the change in fair value of these embedded derivatives, we recognized $33,700 and $111,703 of Loss on change in value of embedded derivatives during the three and nine months ended September 30, 2009, respectively, and $242,223 of Gain on change in value of embedded derivatives for the period August 1, 2008 through September 30, 2008. The balance of derivative liabilities was $134,361 and $22,658 as of September 30, 2009 and December 31, 2008, respectively.

Covenants and Restrictions

Our non-convertible debt generally requires compliance with certain covenants that restrict our ability to, among other things, (i) incur additional indebtedness, (ii) incur liens, (iii) pay dividends or make certain other restricted payments, investments or acquisitions, (iv) enter into certain transactions with affiliates, (v) merge or consolidate with another person, (vi) sell, assign, lease or otherwise dispose of all or substantially all of our assets, and (vii) make voluntary prepayments of certain debt, in each case subject to exceptions. XM Holdings operates as an unrestricted subsidiary of SIRIUS for purposes of compliance with the covenants contained in our debt instruments. If we fail to comply with these covenants, our debt could become immediately payable.

At September 30, 2009, we were in compliance with all financial covenants.

XM SATELLITE RADIO HOLDINGS INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — Continued
(Dollar amounts in thousands, unless otherwise stated)

(12) Benefit Plans

During the second quarter of 2009, we merged the XM Satellite Radio 401(k) Savings Plan (the “Savings Plan”) into the Sirius Satellite Radio 401(k) Savings Plan (the “Sirius Plan”), which is sponsored by SIRIUS. Eligible employees under the Savings Plan became subject to the contribution, matching and vesting rules of the Sirius Plan.

The Sirius Plan allows eligible employees to voluntarily contribute from 1% to 50% of their pre-tax salary subject to certain defined limits. SIRIUS matches 50% of an employee’s voluntary contributions, up to 6% of an employee’s pre-tax salary, in the form of shares of SIRIUS common stock. Matching contributions under the Sirius Plan vest at a rate of 33¹/3% for each year of employment and are fully vested after three years of employment.

(13) Income Taxes

We recorded income tax expense of $578 and $1,733 for the three and nine months ended September 30, 2009, respectively, and $672, $508 and $1,512 for the periods August 1, 2008 through September 30, 2008, July 1, 2008 through July 31, 2008 and January 1, 2008 through July 31, 2008, respectively. Such expense primarily represents the recognition of a deferred tax liability related to the difference in accounting for the FCC license intangible asset, which is amortized over 15 years for tax purposes but is not amortized for book purposes.

(14) Commitments and Contingencies

The following table summarizes our expected contractual cash commitments as of September 30, 2009:

		Remaining
(in thousands)		2009				2010				2011				2012				2013				Thereafter				Total
Long-term debt obligations		$	85,121			$	11,242			$	175,389			$	166			$	1,304,406			$	555,260			$	2,131,584
Cash interest payments			59,707				217,466				208,148				199,403				169,811				38,756				893,291
Lease obligations			8,268				18,109				7,247				4,033				1,680				2,069				41,406
Satellite and transmission			12,087				29,609				—				—				—				8,635				50,331
Programming and content			30,249				56,470				110,021				100,326				20,683				14,350				332,099
Satellite performance incentive payments			1,051				4,384				4,695				5,030				5,392				42,831				63,383
Marketing and distribution			15,574				10,198				9,272				9,033				3,000				4,500				51,577
Other			568				883				337				45				—				—				1,833
Total		$	212,625			$	348,361			$	515,109			$	318,036			$	1,504,972			$	666,401			$	3,565,504