Paul Blalock - Senior Vice President Investor Relations David J. Frear - Executive Vice President, Chief Financial Officer James E.

Meyer - President, Operations and Sales Scott A. Greenstein - President, Chief Content Officer Mel Karmazin - Chief Executive Officer

David Bank - RBC Capital Markets Murray Arenson - Janco Partners Jim Goss - Barrington Research

Thank you, Sarah. Good morning, everyone and welcome to SIRIUS XM Radio's earnings conference call.

Today Mel Karmazin, our CEO, will be joined by Jim Meyer, President, Operations and Sales; Scott Greenstein, President and Chief Content Officer; and David Frear, our EVP and CFO. They will review SIRIUS XM's first quarter 2009 financial results and at the conclusion of our prepared remark, management will be glad to take your questions.

First I would like to remind everyone that certain statements made during this call might be forward-looking as that term is defined in the Private Securities Litigation Reform Act of 1995. These and all forward-looking statements are based on management's current beliefs and expectations and necessarily depend upon assumptions, data or methods that may be incorrect or imprecise.

Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially. For information about those risks and uncertainties, please see SIRIUS XM's SEC filings.

We caution listeners not to rely unduly on forward-looking statements and disclaim any intent or obligation to update them. As we began, I would also like to caution our listeners that today’s results may and will include discussions of both actual results and pro forma results.

Listeners should take special care to ensure accuracy in looking at today’s report. I'll now hand the call over to David Frear.

Thanks, Paul. SIRIUS XM's second full quarter as a combined company demonstrates continued and substantial progress in improving our financial results, despite the myriad of macro challenges confronting every consumer-facing discretionary business.

The satellite radio business model, low variable costs and high contribution margin, combined with improved fixed cost, has clearly proven itself and you will see in our results that our team is delivering on the merger synergies we’ve outlined. Most of the results I will discuss today will be based on portfolio combined company figures without purchase price accounting adjustments, which we believe represents the best way to observe the core trends underlying the business.

And as you will see from our financial results, the cost savings we have been able to achieve are quite strong. Top line revenue rose approximately 5%, or $27 million, versus the same period a year ago to $605 million, primarily driven by a 6% growth in average subscribers.

Ad revenue fell 30% to $12 million from $18 million in the first quarter of 2008, reflecting an awful ad spending environment. The slight decline in ARPU, under 1%, was entirely due to lower advertising revenue per subscriber, but it was partially offset with revenue from our best of programming plans.

For the second time, SIRIUS XM delivered positive adjusted income from operations, which we refer to as adjusted EBITDA, reaching $109 million compared to a negative $70 million in the first quarter of 2008, and nearly 3.5 times the $32 million we reported just one quarter ago. The company’s adjusted EBITDA improved by nearly $180 million on a $27 million increase in revenue, driven by cash operating expense improvements of 23% versus the first quarter of 2008, resulting in lower cash operating expenses of approximately $152 million.

While some of this cash expense reduction is from lower subscriber acquisition costs associated with lower gross additions, we also improved SAC per gross addition by 26% and accelerated our cuts in fixed costs which were down 25% in the quarter. With the exception of revenue share and royalties, every expense line item used in calculating adjusted EBITDA declined from the prior year.

Satellite and transmission declined 23%, programming declined 10%, sales and marketing was down 35%, G&A down 32%, and engineering costs down 48%. SAC, as reported on the income statement, was $84 million, down 48% year over year.

Of the $78 million reduction versus the prior year, approximately $50 million was due to lower gross adds and approximately $20 million was due to greater unit efficiencies as SAC per gross add declined 26% to $61. The improvement was driven primarily by efficiency gains in our OEM channel where we saw improved economics arising from cheaper integrated head units and improving supply chain inventories, as well as higher inventory reserves taken in the year-ago period in the retail sector.

We also continue to see improvements in customer service and billing, with a 7% improvement to $1.06 per subscriber per month. Summing up the financials, revenue improved $27 million, contribution margin improved by $26 million, pre-SAC EBITDA improved by $94 million, as we reduced fixed costs, and adjusted EBITDA improved by $179 million, taking us from a negative 12% margin in Q108 to a positive 18% margin in the first quarter of ’09.

Consolidated net loss improved 73% to a $63 million loss compared to $233 million a year ago. Although we saw growth versus last year’s first quarter, we finished the quarter with 18.6 million subscribers, down from 19 million at year-end.

While Jim is going to talk more about this in a moment, I want to point out that the net subscriber loss of approximately 400,000 since year-end, the company’s first quarter of negative net subscriber additions, was driven by a decline of approximately 300,000 subscriptions in paid promotional trials, reflecting the dramatic fall-off in North American auto sales. Self-pay subscriptions declined less than 1% in the quarter from 15.5 million to 15.4 million.

As a reminder, we do not count a subscription unless we are being paid by either a consumer or an automaker. You can think of the paid promotional subscriber base as the bucket continuously being filled by the volume of new car sales and subscribers exit that bucket as part of our conversion process, either becoming self-pay subscribers or running through churn.

Subscriptions in paid promotional trials in Q1 2008 were approximately 3.6 million and peaked at 3.7 million in the second quarter of 2008. With the dramatic decline in North American auto sales, paid promotional trials have dropped to 3.2 million at the end of the first quarter of 2009.

Since Q1 2008, on the other hand, our self-pay subscriber base has grown from 14.3 million to 15.4 million. We hope this additional detail provides greater insight to investors about trends in our underlying business, which continues to perform well despite auto industry woes.

Just a few more things, a couple of brief comments on liquidity and cash flow -- SIRIUS XM ended the quarter with $375 million of cash and cash equivalents. Free cash flow in the quarter was a negative $4 million.

The $179 million improvement in adjusted EBITDA helped drive a $312 million improvement in net cash used in operating activities compared to the combined figures from the prior year. In the first quarter, the company received about $45 million of additional cash net of expenses from the Liberty Media transaction.

This was largely offset by XM’s $25 million principal payment on the new bank line, $12 million in deferred financing fees, and fees on the old bank facility, and $5 million paid to the 10% note-holders that elected cash rather than shares in the extension of their debts until 2011. Note that in the first quarter, the restricted cash on our balance sheet due to MLB and NASCAR was released to these parties and satisfaction of obligations that would otherwise be paid from cash on hand.

In the case of baseball, that means we have prepaid both the 2009 and 2010 seasons. Note we are increasing our adjusted EBITDA guidance to more than $350 million in 2009 and we are confident we will achieve this number despite the weak auto sales and macroeconomic challenges facing consumers.

With that, I will turn it over to Jim for more discussion on our operations.

Thanks, David. I will spend a few moments talking about subscriber results, operational execution, and some exciting plans we have with new distribution platforms.

SIRIUS XM's second full quarter as a combined company comes at a perilous time for the broader U.S. economy and in particular, the auto industry.

Although total subscribers grew by 625,000 versus the prior year’s first quarter, we finished the quarter with 18.6 million subscribers, down from 19 million at year-end. As stated earlier, the majority of the decline was a result of very poor automotive sales.

The light vehicle sales seasonally adjusted annual rate, which dropped to a multi-decade low in the 10 million range in the fourth quarter, dropped even further in the first quarter into the 9 million range. We did see some pick-up in sales in the last week of March; however, April sales did not continue at that rate and at this point, there is no visibility into when sales will rebound.

In addition, Chrysler’s bankruptcy and announced factory shut-down will impact second quarter numbers by reducing the number of prepaid bundled subscriptions associated with the production and shipment of new cars. There will be a noticeable hit to subscribers in the second quarter, as a result of these production halts.

But the benefits of this will be lower subscriber acquisition costs. It should be noted that we do not have a net financial exposure to Chrysler at the time of their bankruptcy filing.

While current conditions in the automotive industry are sobering, to say the least, we are well-positioned in terms of penetration with almost every single auto-maker. Our overall penetration was 53% in the first quarter.

This compares to 44% one year ago. It’s also important to note that Toyota is on schedule with their ramp-up for satellite radio installations beginning with the 2010 model line.

In fact, beginning next month, Toyota Camry, the nation’s number one selling car, will feature factory installed satellite radio and several trim levels for the very first time. While overall auto industry volumes are very difficult to predict, I am confident that we will exit 2009 at an overall penetration rate in the high 50s.

We are also encouraged at the President’s Cash for Clunkers program appears to be gaining momentum, which could also provide positive subscriber momentum later this year. As we mentioned on our fourth quarter conference call, we began to see an up-tick in self-paid churn late in the fourth quarter as macroeconomic conditions weighed on consumers.

These conditions manifested in higher non-pay rates and higher deactivations coded to financial hardship. Our first quarter self-paid churn was 2.19%, which compares to 1.90% one year ago.

Under normal conditions, we would expect to operate this business at a sub 2% self-paid churn rate. The first quarter, however, was not normal for several reasons.

The economy, which was pretty bad in the fourth quarter, got even worse in the first quarter. In addition, in March we also initiated rate increases to subscribers in two ways, raising our multi-radio rate from $6.95 to $8.99 and charging $2.99 per month for online streaming, which was previously free, in response to a significant increase in our webcasting royalties imposed by the music industry.

Subscription rate increases are always difficult and do put pressure on subscriber results. However, the long-term financial gains associated with the rate increases far exceeds any near-term loss.

OEM conversion rate was approximately 45%, up slightly sequentially from the fourth quarter but down from 51% in the first quarter of 2008. The majority of this decline is a direct result of significant penetration increases in lower priced trim levels.

We have begun to identify trim levels in certain models with poor conversion, which needs to be moderated. While this action again will result in negative short-term subscriber growth, it is the right financial thing to do.

The after-market business continued to be soft but results in the first quarter matched our expectations. We did begin selling our first truly inter-operable radio, called Merge, in the first quarter and it is now available in good supply on both of our website stores.

As you know, we are committed to leveraging our content across a variety of new and exciting distribution platforms, quite simply to get the best radio on radio wherever and whenever our customers would like it. In the first quarter, we launched an Internet capable tabletop radio made by Grace Digital Audio.

We are quite pleased with initial consumer acceptance and you should expect more new after products like this later this year. We are also confident that we will be launching an application for the Apple iPhone and iPod Touch before the end of the second quarter.

This is an important step in broadening our commitment to distribute our content over various IP networks. Now let me turn it over to Scott.

Thanks, Jim. I want to briefly cover programming and marketing highlights for the first quarter.

Subsequent to the completion of our channel rationalization in Q4 2008, whereby initial savings were achieved through a elimination of programming redundancies, SIRIUS XM continues to realize significant synergy savings, including annual savings through reduced programming contracts and annual headcount savings. In addition, SIRIUS XM programming continues to deliver the best and most unique lineup in audio entertainment available anywhere today, proving that everything worth listening to is still on SIRIUS XM.

So let’s start with talk programming -- in the area of talk programming, this was exemplified best at the end of the first quarter with the special announcement about his eminence, Edward Cardinal Egan. Coinciding with his retirement as Archbishop of New York, Cardinal Egan hosted a very special retrospective live from SIRIUS XM headquarters on his show, a Conversation with the Cardinal.

This important milestone in the Catholic Channel’s history was covered by lots of press, including a headline storey in The New York Times on April 3rd. SIRIUS XM, through the Catholic Channel, now engages people across the country with a direct connection to the Catholic Church.

The Catholic Channel also welcomed a second landmark in its evolution as the nation’s premier catholic radio network with the debut of New York new archbishop Timothy Dolan as host of his weekly talk show, A Conversation with the Archbishop, which featured Archbishop Dolan’s first public comments following his installation as Archbishop of New York. Last week, our talk programming presented SIRIUS XM's exclusive channel, the first hundred days radio in recognition of President Obama’s first hundred days in office.

This was produced by SIRIUS XM's exclusive [inaudible] channel, which featured unfiltered the first hundred days radio, where it explored every significant moment of President Obama’s first hundred days in his own words and it featured as the centerpiece an audio documentary called the hundred days in a hundred minutes, which was created in-house. As the sports leader, SIRIUS XM delivered the most extensive network of exclusive sports channels, featuring original shows, expert news and analysis, and of course live play-by-play coverage, all in one place.

SIRIUS NFL radio provided football fans with the most comprehensive coverage of the 2009 NFL draft, with 16 hours of live coverage from the floor of Radio City Music Hall. In addition, every game of the 2009 Stanley Cup Playoffs and the 2009 playoffs are being broadcast on XM and is available for SIRIUS subscribers as part of the Best of XM package.

SIRIUS XM will also offer live hole-by-hole coverage of the 2009 Masters Tournament on our PGA tour channel, and as home of the world’s greatest motor sports, SIRIUS XM is the only media outlet to broadcast live coverage of every NASCAR, indie car, formula one, and American Le Mans series race. SIRIUS XM is also home to world-class soccer, with coverage of every round of champion’s week, including the semi-finals and finals.

In addition to XM broadcasting every game of the 2009 Major League Baseball season, SIRIUS XM brings baseball fans the only radio channel dedicated to 24-hour coverage of Major League Baseball, MLB Home Play, which is now available to both XM subscribers and Sirius subscribers as part of the Best of XM package. SIRIUS XM also deepened its already powerful and unduplicated music lineup in the first quarter, with the launch of mandatory Metallica, which continues SIRIUS XM's tradition of working directly with artists like Bruce Springsteen, The Rolling Stones, Led Zeppelin, AC/DC, The Who, Eminem and more to create specialty channels unavailable anywhere else.

SIRIUS XM's existing exclusive music channels continue to be enhanced with special programming. E-Street Radio in the first quarter recently featured Bruce Springsteen himself appearing as a guest DJ playing a wide range of songs that inspired him.

The Grateful Dead channel is currently carrying live shows from the band’s highly acclaimed reunion tour, and on Radio Margaritaville, Jimmy Buffet fans will hear every live concert from the 2009 summer tour. Following Jim’s comments regarding the launch this quarter of the SIRIUS XM app for the iPhone and he iPod Touch, SIRIUS XM's unique content will soon be made available to millions of users of these devices.

The SIRIUS XM app will deliver an expanded programming lineup that includes SIRIUS XM's exclusive sports talk, news, comedy, and 100% commercial free music channel, as well as new talk, comedy, and music showcase channels. Turning to our marketing efforts, we firmly believe in maximizing inherent opportunities with our major talent and programming as substitutes for marketing dollars.

As an example, we are leveraging our roster of high profile influential hosts in order to market and up-sell to our existing subscriber base with pre-produced on-air spots. Currently we are on air with Mother’s Day, Best of SIRIUS, and Best of XM messages, voiced by hosts including Howard Stern, Martha Stewart, Oprah Winfrey, Gayle King, John Madden, Cal Ripken, Chris Mad Dog Russo, Hugh Hefner, Barbara Walters, and many more.

Additionally, the launch of the SIRIUS XM app will be heavily supported with on-air messaging featuring a wide array of SIRIUS XM celebrity hosts. SIRIUS XM is also making increased use of the Internet as part of our marketing activity.

Recently, SIRIUS XM launched its official YouTube page. We are also integrating Twitter into our programming and using it to actively promote content.

Just last month, after Eminem alerted his followers on Twitter that he would be appearing the next day on his SIRIUS XM channel, J45, we received media pick-up in Rolling Stone on three separate occasions. In addition, the type of strong press attention that SIRIUS XM programming has always continued to garner continue to generate on a daily basis many press hits and also serve as a substitute for marketing dollars.

In the first quarter, to illustrate this point, SIRIUS XM Radio was mentioned in more than 2,500 stories and print and online publication with combined audience impressions of more than 479 million. SIRIUS XM was also featured in broadcast segments in the quarter on numerous network and cable programs, including access holiday, CNN, Entertainment Tonight, ESPN, David Letterman, Regis and Kelly, and The Tonight Show.

One major publication said it best to sum up -- in reference to SIRIUS XM's unparalleled programming lineup, it declared that nothing beats satellite radio. With that, I turn it over to Mel.

Thanks, Scott. Good morning, everybody, and thanks for joining us this morning.

SIRIUS XM is a cash flow growth story. We posted our second consecutive quarter of positive adjusted EBITDA and this will continue.

SIRIUS XM continues to execute well on our plan, especially when you factor in the current economic environment and the difficulties surrounding consumers and the auto sector. I am pleased to say we are raising our 2009 adjusted EBITDA guidance to more than $350 million.

Focusing on some of our highlights, first quarter 2009 revenue grew 5% to $605.5 million on a pro forma basis, as compared with the first quarter of ’08 pro forma revenue of $579 million. We really like our subscription driven revenue model.

First quarter operating costs declined by 23%. In the fourth quarter of 2008, that decline in cash operating costs was 16% excluding the royalty catch-up from ’07.

This clearly demonstrates that the synergies of the merger are being achieved. The combination of revenue growth, coupled with even stronger operating expense reductions, resulted in our second consecutive quarter of positive adjusted EBITDA.

The fourth quarter of 2008 was the first time that satellite radio was adjusted EBITDA positive, posting $32 million. And the first quarter of 2009 was even stronger at $108.8 million on a pro forma basis.

On a GAAP basis, first quarter adjusted EBITDA was $144.2 million. We did not get as much reaction from investors to our positive adjusted EBITDA in the fourth quarter as we anticipated.

We assume that was because investors were focused more on the liquidity issues which we resolved. This first quarter adjusted EBITDA is sequentially 242% higher than the fourth quarter of 2008.

This turnaround is very dramatic in that last year on a pro forma basis, the company’s had negative adjusted EBITDA of $70.2 million, so the year-over-year swing is really $179 million. We expect this turnaround to continue through 2009 and beyond as we deliver the synergy and cost savings of the merger.

In the first quarter of 2009, total subscribers grew by 3% over the first quarter of 2008. However, when compared to the fourth quarter of 2008, total subscribers declined by 2%.

There is no question that we are running this company to generate the greatest amount of cash flow, as we believe that is how to create the most value for shareholders. There was a time when the focus was on adding new content and signing up OEMs.

There was also a time when the focus was on adding subscribers at any cost. Today, with our strong subscriber position, all of the OEMs signed to long-term contracts and a complete content offering, our focus is on making money.

So as an illustration, we took actions over the last several months that we knew would adversely affect some subscribers, but we implemented them as it was the right decision from a financial viewpoint. Our charging $2.99 for streaming versus free; our raising prices on family plan to $8.99 from $6.95 are examples of these decisions.

These decisions were obviously not made to enhance subscriber growth but to enhance profitability. The same is true of our programming adjustments we have made and fine-tuning OEM penetration to only put satellite radio in vehicles that have profitable economics when we factor in conversion.

Focusing on cash flow makes our model work very well. Make no mistake -- we are very focused on keeping our subscribers very happy and growing our subscriber base, but today in the current environment, this is secondary to growing our profits.

Obviously we are dependent upon OEMs for a very significant number of gross adds. We are making our spending decisions at SIRIUS XM as if new car sales in the U.S.

will only be 9 million in 2009. We believe we are being very conservative, so there could be some positive upside for us if auto sales improve.

We are getting smarter about managing ARPU, conversion, and self-paid churn. Our strength is consumers love our product.

Our programming and products will get even better in the future and at the same time, we will continue lowering our operating costs. While we were obviously busy in the first quarter dealing with a very time consuming financing, that did not stop our team from continuing to renegotiate lower costs from a variety of partners.

Our programming providers understand the benefits of being on the SIRIUS XM platform with its million of listeners and true nationwide reach. Without exception, they have elected to remain on our platform when contracts are up, often at substantially reduced rates.

I would also like to mention that we have executed a new contract with General Motors, extending our agreement until 2020 with very improved economics for us. We will continue to review each contract we have with talent, distribution, or automakers to ensure the best arrangements for all of our stakeholders, particularly shareholders and listeners.

You will also see in our 10-Q that we anticipate filing tomorrow that we believe we will have sufficient cash availability under our existing credit facility and from operations to cover not only our 2009 maturities but also our 2010 maturities. We have done a good job in resolving our merger related liquidity issues.

We now have over 700,000 subscribers who are purchasing the best of. As you know, for approximately $4 per month, as an XM subscriber, you can get Howard Stern, the NFL, NASCAR, Martha Stewart, on your existing radio.

Over 500,000 have already done that and almost 200,000 subscribers have already opted in for the best of XM. You will see a positive impact to our ARPU in the quarters ahead as these numbers ramp up.

Now that we have turned adjusted EBITDA positive, for the first time investors have the same metric to value SIRIUS XM that they use with many of their other investments. Our adjusted EBITDA will be significant -- this year [inaudible] [$50 million], and even more importantly, we believe it will grow significantly in future years.

There’s been some confusion on the part of some reporters, as well as some investors, about our decision last month to adopt the shareholders’ rights plan, commonly known as a poison pill. If a third party were to acquire more than 5% of our stock, when combined with the Liberty Media transaction, that could push us over the 50% threshold that could trigger a change in control from an IRS viewpoint.

That would risk our losing a significant amount of our net operating losses, which is a very valuable asset of the company. That is the sole purpose of the pill and it is not intended to stop anyone who would be interested in a transaction with the company.

We have a great product, it’s priced right and our competition, especially terrestrial radio, is getting weaker. We will capitalize on this.

We have initiatives with used cars. We will have an application available shortly for iPhones.

We are expanding our direct-to-consumer efforts -- all of this will help us navigate through these difficult times. We have the very best audio content available.

We have our content available in ways that consumers want, whether in the car, online, wearable, mobile devices, home audio systems, and all at a very low price. And unlike most companies, we have a clear ability to cut costs dramatically in 2009 without harm to the long-term business as a result of our merger.

2009 is the first full year of our merger. It will be the best year in our history for adjusted EBITDA and free cash flow.

Our past performance should provide confidence that we will execute very well. The last two quarters has seen an extraordinary positive turnaround in our financial performance.

We believe shareholders will benefit as we continue to deliver results. Thank you and we’ll be happy to take a few of your questions.

Thank you. Good morning.

A couple of questions -- the first one is now that you have established the relationship with Liberty, can you give us a little bit more color in terms of what’s going on in the background for ways that you guys will hopefully work together in either a subscription growth opportunity or a cost-savings opportunity, or any other synergies that you might be talking about? The second question is I think a lot of people can get comfortable with the fact that OEM growth has slowed as an industry and eventually people are going to buy cars again and you sort of see a path back to some sort of correction there.

But when you look at this quarter’s results, the retail sub negative growth at -- it was more dramatic, the decline and it’s a little bit harder to see what the -- what is the path to correction strategically in that business? And then I guess last, thanks for addressing GM.

Any thoughts on Chrysler and how a bankruptcy might or might not impact your relationship with them? And -- I guess I’ll just leave it at that.

Thank you for taking so many questions.

Thank you for leaving it at that. Let’s start with the first one -- on the subject of Liberty Media, you should think of them as being a lender, an investor in the company.

We proudly added John Malone and Greg [Lefay] and Dave Flowers to our board. They are very knowledgeable people.

We look to them as being a great asset on our board. We have also separately have had a number of conversations with Chase Carey, the CEO of DIRECTV, about things that we could potentially do together.

Obviously both companies have different shareholder bases, so anything that we did would have to be in both companies’ best interests but the relationships are great. This has turned out to be a very good investment for Liberty Media and I think that’s where you ought to just leave that relationship for now.

Regarding the after-market, you know, clearly we think that our initiatives with the iPhone and things that we are doing would hopefully stimulate the market. It didn’t go unnoticed by our subscribers that there was a threat looming over the company toward many people believing that we could be doing a filing.

That did not help us with our, you know, efforts, at retail. We believe that the more subscribers that we are going to generate through the OEM platform is going to again contribute and help us get second subs and third subs, and that’s where our direct-to-consumer is an important part of our plans.

And again, we believe that the after-market will continue for years to come to be an important channel for the company to operate in. Certainly Circuit City’s bankruptcy did not help us during the period of time.

You know, a lot of their customers at Circuit City moved to Walmart. You know, Walmart customers have historically not been the best customers, based on their churn and habits for satellite radio.

But again, we remain very optimistic on that part. And your third point was about Chrysler and bankruptcy risks -- you know, I must tell you that we are rooting for all of our partners.

We are hopeful that, as Jim pointed out, that we expect there to be an impact on us, on again the negative part of the impact would be that they won’t be providing us any subs, probably, or very few subs, over the next eight or nine weeks, as they have announced that they are shutting down the factories. You know, the positive side of that is that there is a reduction in our SAC costs, which is our biggest cost, so therefore from an EBITDA point of view, we would be better -- we are rooting for General Motors and again, our modeling also could anticipate the fact that General Motors could also file a bankruptcy.

So you know, if in fact that occurred, that would not be a surprise to our financial performance at the company.

Thank you.

Thank you. Good morning.

I wondered if you’d talk about -- you mentioned that you believe you are sufficient in terms of cash resources to take you through not only 2009 but 2010. I wonder if you could just provide a little bit more color on the path to get there in terms of where you are sitting right now, what you think expenditures are going to look like, whether they are related to capital or satellite launches, things like that, and kind of how you get there?

Murray, we’re not -- we are providing guidance on EBITDA but not on other measures going forward at this point and so I don’t think there’s a lot more we can say today than we’ve already put out there. I think that, just to remind you of some of the things, I think you do know that there is a launch of the Sirius 5 satellite scheduled for the end of the second quarter of this year.

It was reported in some of the industry press or in the satellite industry that C-Launch has encountered some conflicts from both government launches as well as supply issues of engines and that could push the XM5 launch, which was scheduled for the December/January timeframe out to the -- potentially the third or fourth quarter of 2010, and then we remain on schedule for fourth quarter 2011 launch of the Sirius 6 satellite, which is then hopefully all three launches are successful. That will represent really an end of satellite replacement spending for probably four or so years after that.

We wouldn’t expect to pick it back up again until the 2015 timeframe.

Okay, thank you. And could you maybe talk a little bit more -- I know you guys have obviously focused in the past on royalties and the situation there.

I believe there were some additional legal ongoings during the quarter. Can you just kind of update us on where that all sits and if there is anything we should be keeping an eye on that might affect your situation going forward?

You know, I don’t think there’s anything else there, Murray, that would really change things that all of the sort of material relationships around royalties that are all set. They are under agreements.

There are a few independents that we are still talking to but I don’t think you should think of that as having a meaningful impact on operating results.

Yeah, and the only thing that you should also be aware of, and it was in the FCC order, that the company until the first anniversary of the merger, would not be in a position of passing along any costs connected with those copyright royalties and the first anniversary of that royalty is, call it August 1st, but again there is nothing else new to report.

Very good. Thank you very much.

Thank you. One question first for you, Mel, and following up on the OEM issue, as things come to more of a head with the various crises, does that give you more confidence that even though you are planning your costs for 9 million auto sales, that that would in fact rise over some period of time, or do you think it is still too early to really look that far ahead?

I think that the first quarter was running -- I am not an expert on this but I think it was at 9.8 million cars is what the first quarter ended at. Again, we don’t believe in any long-term planning that we are doing, that we are modeling anything to get back to 15 or 16 million, which had been the standard for the preceding 20 years.

So what we are modeling and looking at is that a number like 9 million this year and maybe conservatively ramping up because again, if you think about Chrysler being shut down for a significant number of weeks this year, we are not assuming the same thing is true in 2010, so we are believing that the 2010 OEM sales will be higher than they were, or they will be in 2009. But we are not being aggressive.

All of this is out of our control. We are not in the business of selling the cars and we get about 75% to 80% of our gross adds from the OEM sector.

It’s great that people love owning cars and they want to buy cars, so we know that that will grow in the future, but I think it’s prudent for the company to run the business side of it as if that’s where the car industry is going to be in the near future.

Okay. A couple of other quick ones -- I thought the cost reductions were excellent.

I am just curious how you did reduce satellite costs, given that those seem to be a little more fixed. And separately, Paul and I have talked about this a little bit -- the sampling, the notion of sampling via the non-connected but installed radios with maybe a couple of talk channels so you can get a broader advertising base without probably threatening the notion of becoming a subscriber -- I’m wondering what your thoughts are on that.

So let me deal with the third and then let David answer your second question -- so obviously we are aware that we have an awful lot of radios that are out there that have the radio in them, and there’s opportunities for our shareholders to monetize those in the future. The first thing that we are working on is the secondary market, so obviously these radios that have been made that had a satellite radio in them are finding their way into used car lots and into certified pre-owned places, and we are working with a number of initiatives which we think again, to the question about the after-market, we think that as the years move on, the used car market is going to represent a very significant part of the after-market.

Having said that, we are aware that we always have the ability to light up some of these radios. We do it from time to time to try to recapture some of them as subscribers but we currently have zero plans to have a free advertising driven service.

We like our business model and we think that the subscriber revenue is a very important part of it, though we do reserve the right, obviously, as years go on and as more and more subscribers are out there to consider having an advertising driven business, separate and apart, as well. And David can answer your other question.

So on -- the line item is satellite and transmission, so it’s not just satellite. It also includes broadcast operations, the terrestrial repeater network, and things like that.

And as you kind of peek under the covers, you will find the same kind of across-the-board reduction in costs that we’ve been talking at a higher level, so within satellite transmission, there are people in there, there are compensation costs. We have fewer people in those groups than we did at the time of the merger that we’ve been working hard to optimize the networks and co-locate sites and reducing lease costs.

We’ve been out as a bigger buyer of repeater sites negotiating better rates for maintenance and utilities. We have satellite insurance in there and the rate environment on satellite insurance improved a little bit year over year.

So Jim, it’s really kind of across-the-board efficiencies being realized, very consistent with what we said would happen in the merger.

All right. Thanks a lot.

All right. That concludes our call for today.

Thanks, everyone, for listening.