Good morning, my name is Jamie and I will be your conference facilitator. At this time, I would like to welcome everyone to the XM Radio Third Quarter 2005 Results Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks there will be a question-and-answer period. [Operator Instructions] I will now turn the call over to Joe Titlebaum, Chief Counsel. Thank you, Mr. Titlebaum. You may begin your conference. [Joe Titlebaum, EVP, General Counsel and Secretary] Hello everyone. This is Joe Titlebaum, General Counsel of XM Satellite Radio. Before we begin our prepared remarks, I would like to remind everyone that certain information on this call may contain forward-looking statements. Due to a number of factors, our actual results may differ materially from those projected in such forward-looking statements. Those factors include future demand for the Company's service, the Company's dependence on technology and third-party vendors and the potential need for additional financing, as well as other risks described in XM Satellite Radio Holdings, Inc.'s Form 8-K filed with the Securities and Exchange Commission on August 5, 2005. Copies of this filing are available online and upon request from XM Radio's investor relations department. I will now turn the call over to Hugh Panero, President and CEO of XM Satellite Radio. [Hugh Panero, President and CEO] Good morning and thank you for joining us. On the call with me are Gary Parsons, Chairman, Joe Euteneuer, Chief Financial Officer, Steve Cook, Executive Vice President of Sales and Marketing, and Joe Titlebaum, whom you just heard from. This morning we will review XM's results for the third quarter 2005, a quarter that exemplified what I'd characterize as the smart subscriber growth the Company has demonstrated quarter after quarter and year after year since we started service in November of 2001. We will focus on XM's strong subscriber additions this quarter, including a close look at our positions in both the automotive and retail distribution channels. We will highlight some programming initiatives designed to appeal to new subscribers while ensuring that our current subscribers remain dedicated listeners. Further, we will discuss recent product releases as well as provide an update on our strategic partnerships. Finally, Joe Euteneuer will summarize XM's financial performance, illustrating how we maintain our market leadership while building a sound business model. The third quarter again demonstrated XM's ability to deliver dramatically-increasing subscriber and revenue growth with the lowest subscriber acquisition cost, or SAC, in the industry. From a strategic standpoint, XM has built a powerful economic engine with both the automotive and retail cylinders hitting in parallel. Our long-term value is in the integrated business elements we have executed, which include advanced products, great brand image, broad cost-effective distribution, lasting partnerships and outstanding content. First and foremost during the quarter, XM surpassed the 5 million subscriber milestone in September. It took nearly two years for XM to capture its first million subscribers, which was in itself a record surpassing the early adoption rates of cable TV, the Internet, CD players, and other mass media. Now we are going to add that many subscribers in the current quarter alone. During the third quarter, XM added 617,152 net new subscribers, ending with a total of 5,034,642 subscribers. Our growth during the third quarter represents 48% more net new subscribers than the 415,671 subscribers added in the third quarter of 2004, and slightly fewer subscribers compared to the 647,226 added in the second quarter of 2005. Our significant third-quarter subscriber growth occurred in the face of a new rate structure instituted in the prior quarter and a softer market for new car sales. XM's subscriber growth rate is reflected in the Company's rapidly increasing revenue, reaching a record 153 million in the third quarter of 2005 with subscription revenue of 140 million. Third-quarter revenue more than doubled to 65 million in revenue reported in the third quarter of 2004, and is 22% more than the 125 million recorded in the second quarter of this year. The secret to XM's smart subscriber growth rather than growth at any cost is the ability to control marketing and product expenses while rapidly growing subscribers. This quarter, XM kept its fully loaded per-unit costs of capturing a new subscriber, or CPGA, constant at $89 -- the same CPGA we reported in the third quarter last year. These results provide us the flexibility to aggressively advertise and market our service in the fourth quarter. And in fact, that is what we are doing, implementing a comprehensive media campaign comprised of advertisements, rebates and other promotional techniques to fully exploit the holiday selling season again this year. XM is clearly the dominant leader in the satellite radio industry with over twice as many subscribers as our competitor. Our subscriber growth continues to set records, even relative to other subscriber businesses because of our healthy positions in both the automotive and retail distribution channels. As in the prior quarter, each distribution channel contributed approximately half of the third quarter's net subscriber growth. Let's first turn to the exciting automotive OEM channel, where XM is far and away the satellite radio market leader, as the third quarter 2005 demonstrated, when XM added more than 300,000 net new OEM subscribers. Success in the OEM channel requires carefully-developed long-term relationships with the largest automobile manufacturers, and factory installation of satellite radios is the key to adding large volumes of subscribers. XM's OEM partners represent 61% of the U.S. auto market. Currently, the majority of XM's OEM subscribers come to us through General Motors and Honda. General Motors has proven to be an outstanding partner of XM. In September, GM announced that it had produced its 3 millionth vehicle with factory-installed XM Satellite Radios. In 2006, GM is planning production of 1.55 million vehicles with XM factory-installed, a 150,000 more GM vehicles than currently expected for 2005 and a third more vehicles than 2004. American Honda Motor Company, another of the world's most successful car companies, recently announced it will equip over 550,000 of its 2006 model year vehicles with XM Radio. XM is now factory installed as a feature on the 2006 Honda Civic, one of the best-selling models in the U.S., as well as in the 2006 Honda Pilot, Accord, Odyssey, Element, and Ridgeline. XM will also be an option on the all-new 2006 Honda Civic Hybrid and a standard feature on the Honda Accord Hybrid. On four Acura models, XM is a standard factory-installed feature. Combined, GM and Honda will produce over 2 million XM factory-installed vehicles in 2006. While we have benefited greatly from our partnership with General Motors and Honda, we also have been building a lasting foundation in the OEM channel with numerous other leading automakers that will drive our factory installation program beyond 2 million vehicles. Hyundai is the first automaker planning to launch XM as a standard factory-installed equipment across its entire model lineup. By year-end 2006, over 70% of Hyundai vehicles built will be XM equipped, with the remaining models following quickly thereafter, totaling well over 500,000 units by 2007. Nissan currently offers XM radio as a factory-installed option on 19 Nissan and Infiniti models. Today, XM is available as a dealer-installed option on 13 Toyota, Lexus and Sia models, with this number increasing to 20 models in the first quarter of 2006, including the popular hybrid models such as the Prius and the Lexus GS. Toyota selected XM as its factory installation satellite radio partner and will commence factory installs in the 2007 model year cars. Audi, Volkswagen, and Porsche are also active XM partners, offering factory-installed equipment. And Suzuki began offering XM as a dealer-installed option in the fall of this year. As a result of our strategic building of the OEM channel, we have captured more than 80% of all OEM satellite radio subscribers to date and expect to maintain a dominant leadership position throughout 2006 and beyond in the OEM category. Let's turn to the retail distribution channel, where XM continues to lead the industry by adding more then 300,000 net new retail subscribers in the third quarter. All indicators are that we have outperformed our competitor in this third quarter. All the numbers for retail distribution should be in shortly. As you know, both companies have already pre-reported overall net subscriber additions, and XM achieved a 63% market share for the third quarter 2005, which is essentially unchanged from 64% in the prior two periods. Now let's look at XM's plan for the retail market for the fourth quarter, when we expect this channel to drive the preponderance of our growth as interest in satellite radio peaks during the Christmas season. Going into the holiday season, XM has the best and most balanced programming with the right radios at the right price, along with a new media campaign designed to attract the next million XM subscribers. XM is offering a broad range of radios, including two new products, the Audiovox XM Xpress and the Delphi XM RoadyXT. For consumers wanting a five-line display screen, the Xpress, a plug and play receiver, is the smallest satellite radio in the category. The RoadyXT, weighing only 2.8 ounces, is the thinnest satellite radio at an attractive $79 price point. In consumer electronics, size does matter and the smaller, thinner, the better. Consumers can also select from many other XM radios such as the SKYFi2 and the Roady2 plug-and-play radios. We continue to offer the entry-level Roady2 at a $49 price point that puts XM in the sweet spot of the consumer electronics mass market at the low end. Meanwhile, consumers shopping for XM radio home entertainment systems this holiday season will find an array of products from Yamaha, Pioneer, Denon, Onkyo, and GPX, as well as Eton's Porsche-design radios. And of course, our portfolio of XM to go portable radios are readily available, including the Pioneer AirWare, Delphi MyFi and the Tao, all priced at $199 after rebate. XM is the only provider of a truly portable satellite radio that goes where you go and receives the live satellite feed along with memory functionality. Beyond this holiday season, XM recently announced XM MP3 integrated players will be available at retail in significant quantities during the first quarter of 2006. We have ensured through a strong inventory planning and management system that retail outlets will be well-stocked across the fourth quarter. Some questions have been raised about Delphi's recent voluntary, Chapter 11, bankruptcy filing and its effects on XM. All Delphi aftermarket radios are manufactured overseas and outside of the current union issues, and Delphi has advised us that it expects no disruption in the continued supply of XM radios. With hardware inventories flowing and distribution channels broadening, we have also significantly enhanced XM's leadership position in offering the best sports, talk and music programming. During the upcoming year, XM will provide over 5000 live sporting events, the most in satellite radio. XM's popular broadcast of Major League Baseball featured innovative play-by-play coverage of the League Championship Series to the World Series, featuring the Chicago White Sox and the Houston Astros. For the World Series, XM subscribers were given the option of listening to the home or visiting team radio coverage, the national play-by-play coverage, or the games broadcast in Spanish. Last weekend, XM sponsored one of the biggest branding and awareness promotions in the history of the World Series, which was widely covered by the press. 40,000 fans attending game 1 in Chicago of the White Sox/Astros matchup received a voucher for a free RoadyXT with a six-month subscription commitment. You may have also noted XM's logo on the left-field fence during the games in Chicago which White Sox hitters seemed to use as a bulls eye. XM's leadership in live sports programming was reinforced in the third quarter when the National Hockey League announced a 10-year agreement making XM the exclusive satellite radio network of the NHL beginning with the 2007/2008 season. On October 5, XM launched play-by-play NHL coverage and will carry 90% of the games across six dedicated channels. Our partner, Canadian Satellite Radio, is funding a significant portion of the NHL agreement and NHL play-by-play coverage will be available in English and French. In the third quarter, XM carried the U.S. Open for tennis fans and the PGA events for golf enthusiasts. In August it premiered XM Deportivo, its 24-hour coast-to-coast Spanish-language sports channel, which will be the exclusive satellite radio home for the World Cup Soccer Tournament beginning in June of 2006. XM has recently enhanced its college sports coverage, which includes football and basketball games from the Big 10, PAC 10 and the ACC, with one of college basketball's great coaching icons, Duke University's Mike Krzyzewski, who was just recently named the Olympic coach for the 2008 Olympics. He is hosting a weekly talk show called Basketball and Beyond with Coach K. Yesterday we announced that NASCAR superstar Jimmy Johnson will host his own weekly show to debut in February on XM's NASCAR radio channel. In the area of talk radio, XM has also made significant strides. Earlier this month, we launched Take Five, a channel dedicated to women featuring Ellen Degeneres, Tyra Banks, the Satellite Sisters, and other talk talent, along with content from the Food Network and Home and Garden Television. And XM recently announced that the Fox News Talk Channel will be available in January featuring Fox News personalities Bill O'Reilly, Tony Snow, John Gibson and Alan Colmes, among many others, balancing out our exclusive carriage of Al Franken and Air America. On the music front, XM continued its critically-acclaimed Artist Confidential interview and performance series with some of the biggest names in the music industry, including Clint Black, Joan Baez, Herbie Hancock, and being taped tomorrow at Jazz Lincoln Center, Santana. Plus, we announced the multiplatinum artist Ludacris will host a weekly show on Raw, XM's uncut hip-hop channel, beginning in January. On the broader community service front, XM is a good citizen and has dedicated national programming to a variety of relief efforts. After Hurricane Katrina devastated homes along our southern coast, XM responded by joining forces with the American Red Cross to launch Red Cross Radio. The 24-hour nationwide XM channel provided help and information to disaster victims, Red Cross staff and volunteers. XM also donated radios to the Red Cross relief workers and aid stations. On our emergency alert channel, XM aired extensive coverage of Hurricane Wilma's impact on the Southeast. Clearly, we provide a valuable service during national disasters and other emergencies when traditional radio and other media may not be available. In our last quarterly conference call we outlined many of XM's strategic partnerships. Let's update you briefly on them. In September, our partner Canadian Satellite Radio, which I mentioned earlier, won approval from the Canadian Federal Cabinet to offer XM Canada Satellite Radio. XM Canada has made significant progress assembling the key elements of its business, leveraging XM's experience and existing relationships. XM Canada has hired a seasoned radio and marketing management team, begun developing broadcast studios in Toronto and Montreal, is constructing a repeater network throughout major cities across the country, and establishing key distribution arrangements with GM and national consumer electronics retailers such as Best Buy, Future Shop and The Source by Circuit City. XM Canada is a promising future source of value and revenue for XM. Turning to our strategic online relationship with AOL, we launched the co-branded AOL Radio featuring XM on AOL's music home page, offering the best of both XM and AOL programming. Furthermore, beginning in mid-November all of DirecTV's approximately 15 million customers will enjoy a selection of XM's quality music, talk and sports programming, providing XM a great opportunity to further build awareness during the holiday selling season and beyond. Soon we will be launching the XM+Napster service, allowing XM subscribers to discover music on XM, mark their favorites, then purchase the music online through Napster and store them on XM MP3 devices. So, in summary, the third quarter 2005 represents another quarter of XM market leadership and smart subscriber growth. XM's leadership in the OEM and retail channels resulted in it ending the quarter with more than twice as many subscribers as its competitor, our revenue rapidly increased, cost-effective programming additions broadened our appeal, new products are in flow, and strategic partnerships are on track. We strengthened our foundation for a spectacular fourth quarter when we will exceed 6 million subscribers and for an exceptional 2006 and beyond. I will now turn the call over to Joe Euteneuer for a detailed discussion of XM's financial performance during the third quarter of 2005. [Joe Euteneuer, EVP and Chief Financial Officer] Thanks, Hugh. In the third quarter we continued to perform against its financial and operational metrics. As you know, the primary driver of revenue is subscriber growth. We added more than 617,000 subscribers and surpassed the 5 million subscriber milestone during the quarter. Churn remained at a low rate of 1.4%, unchanged from the previous two quarters. Subscriber additions were slightly lower than the second quarter's 647,000 net new subscribers; however, this is consistent with seasonal patterns we have seen in previous years, and specifically for this year, was impacted by XM shifting some marketing resources to the critical upcoming holiday season, as Hugh mentioned earlier. First I'd like to comment on the makeup of XM's subscriber universe, and I refer you to the detailed financial attachment to our third quarter 2005 press release. The end of the quarter total of more than 5 million subscribers included 4.4 million self-paying subscribers, 625,000 OEM prepaid promotional subscribers, and 42,000 rental car subscribers under the Avis, Zipcar, National and Alamo brand names. Please note that the level of rental car subscriptions typically fluctuates in the third and fourth quarters as rental car companies adjust their fleets with the new car models. The conversion rate of our new OEM prepaid promotional subscribers to self-paying subscribers upon conclusion of the promotional period continues to be nearly six out of 10, or 56% of new car buyers. Of our total subscriber base, the self-paying subscribers were 87%, the OEM prepaid promotional subscribers were 12%, and the rental car subscribers were 1%. These percentages were essentially unchanged from the second quarter. Now let's move to revenue. Total revenue increased 134% to 153 million for the third quarter of 2005, from 65 million reported in the third quarter of 2004. Recurring subscription revenue of 140 million for the third quarter of 2005 increased 135%, from 60 million in the third quarter 2004. Compared to the second quarter 2005, subscription revenue was up 23%, reflecting the continued significant growth in our subscriber base as well as the higher ARPU I will now discuss. Average subscription revenue per user, or ARPU, climbed to $9.78 in the quarter, up $0.43 or about 5% from the second quarter, and up $1.14 or 13% from a year ago. As you might expect, the primary reason for the improvement in ARPU is the steadily increasing proportion of existing subscribers migrating to the new rate from our April increase, as well as new subscribers signing up at the new rate. ARPU continues to reflect the popularity of discounted annual and multiyear prepayment plans, as well as the impact of discounted family plan subscriptions, all of which are our most loyal customers. The family plan program grew by 2 percentage points to 17% of ending subscribers from the second quarter, and the annual and multiyear prepayment plans grew slightly to 41% from 40% in the previous quarter. Deferred revenues grew in the third quarter by 15 million to 303 million, following the 66 million increase in the second quarter, which was attributable to the large number of subscribers who opted into the annual and multiyear prepayment plans at the time of our rate increase. At the end of the quarter, subscribers had prepaid their subscriptions by an average of 9.2 months, up from the 6.8 months in the third quarter of 2004 and down slightly from the second quarter 2005. I will now spend some time discussing the quarter's expenses. As you know, we look at expenses in three categories, variable operating expenses, fixed operating expenses, and sales and marketing expenses. Variable expenses, which include the cost of merchandise, revenue share and royalties, customer care and billing and ad sales, were 54 million in the third quarter 2005, up from 25 million in the third quarter 2004 and up from 49 million in the second quarter 2005. Changes in variable expenses result directly from the growth in revenue. The important metric, the contribution margin of our subscriber business, which equals subscription revenue minus revenue share, royalties, customer care and billing costs, increased to 69% of revenue in the third quarter 2005 from 65% in both the third quarter 2004 and the second quarter 2005. The primary contributor to this improved margin is the rate increase. Consistent with seasonal patterns, however, subscription margin in the fourth quarter will be lower, as more subscribers sign up for service in the last few weeks of December along with the additional temporary holiday staffing which affects variable customer service costs. Fixed expenses, which include satellite and terrestrial, broadcast and operations, programming content, research and development, general and administrative, and marketing retention and support, were 77 million for the third quarter 2005, compared to 41 million for the third quarter 2004 and 68 million for the second quarter 2005. This expected increase was due primarily to new programming initiatives and other operational expenses. XM's targeted and efficient sales and marketing efforts have enabled us to continue to demonstrate cost-effective subscriber growth, both in the direct cost to gain a subscriber, or SAC, and the fully-loaded total cost, including discretionary advertising and marketing costs, to gain a subscriber, or CPGA. XM's SAC for the third quarter was a modest $53 per gross addition, a decline of $4, or 7%, from the $57 per gross addition in the third quarter 2004. CPGA for the third quarter 2005 was $89 per gross addition, unchanged from the third quarter 2004 and down from the $98 in the second quarter 2005. Similar to past trends, we expect fourth quarter SAC and CPGA to increase due to greater media and promotional activities during the upcoming holiday selling season. XM's EBITDA loss for the third quarter of 2005 was 74 million, versus an EBITDA loss of 63 million in the third quarter 2004 and 90 million in the second quarter of 2005. The third quarter 2005 EBITDA loss included the cost of adding 201,000 more next new subscribers than we added in the third quarter of 2004. The overall liquidity position of XM at the end of the third quarter 2005 was approximately 890 million, including cash and short-term investments of 754 million and undrawn facilities from GM of 135 million. As part of our strategy to strengthen XM's balance sheet and reduce interest expense, as opportunities present themselves, XM reduced its debt in the third quarter by retiring 15 million of our 12% senior secured notes due 2010. In addition, we announced the redemption of all of the outstanding 14% senior secured notes due 2010. In October, we completed this transaction by paying noteholders $24.8 million. For the third quarter 2005, XM's net cash flow from operations was a -91 million versus a positive cash flow of 6 million from the second quarter 2005, as deferred revenue returned to a more seasonal run rate following our second quarter rate increase. The third-quarter cash flow also includes semi-annual payments to Major League Baseball and General Motors. In summary, the strong progress we've made in the third quarter enables me to reaffirm the 2005 guidance that we had previously given. XM expects to report 500 million in subscription revenue and EBITDA loss of 395 million for 2005, while ending the year with over 6 million subscribers. In addition, XM still expects to achieve operational cash flow breakeven by the end of 2006. We will issue our next subscriber update in the first week in January. Hugh, back to you. [Hugh Panero, President and CEO] Thanks. We're now ready to answer any of your questions.