Scott A. Greenstein – President & Chief Content Officer James E. Meyer – Chief Executive Officer David J. Frear - Chief Financial Officer & Executive Vice President Hooper Stevens - Vice President, Investor Relations & Finance

Jessica Reif Cohen - Bank of America Merrill Lynch James Marsh - Piper Jaffray Vijay Jayant – ISI group Matthew Niknam – Goldman Sachs Barton Crockett - Lazard Capital Markets Benjamin Swinburne – Morgan Stanley Jason Bazinet – Citi David Bank - RBC Capital Markets

Good morning and welcome to the Sirius XM Radio Second Quarter 2013 Earnings Conference Call. Today’s conference is being recorded. A question-and-answer session will be conducted following the presentation. (Operator Instructions). At this time, I’d like to turn the call over to Hooper Stevens, Vice President, Investor Relations and Finance. Mr. Stevens, please go ahead.

Thank you very much, and good morning, everyone. Welcome to Sirius XM Radio second quarter earnings conference call. Today, Jim Meyer, our Chief Executive Officer will be joined by David Frear, our Executive Vice President and Chief Financial Officer. At the conclusion of our prepared remarks, management will be glad to take your questions. Scott Greenstein, President and Chief Content Officer will also be available for the Q&A portion of the call. First, I would like to remind everyone that certain statements made during the call might be forward-looking statements as the 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 more information about these risks and uncertainties, please view Sirius XM’s SEC filings. We advise listeners not to rely unduly on forward-looking statements and disclaim any intent or obligation to update them. As we begin, I’d like to advise our listeners that today’s results will include discussions about both actual results and adjusted results. All discussions of adjusted operating results exclude the effects of stock-based compensation and certain purchase price accounting adjustments. With that, I will now hand the call over to Jim Meyer.

Good morning. Sirius XM turned in an extraordinary second quarter that was marked by a number of new records and milestones. We delivered over 715,000 in net subscriber additions in the second quarter which marks the highest quarter of subscriber growth since Sirius and XM were combined in 2008. Our total paid subscriber base crossed a record 25 million, which is really a tremendous milestone that demonstrates how truly broad the adoptions of satellite radio has become in the United States. And our self-pay subscriber base now exceeded 20 million. We recently raised full year subscriber guidance to approximately 1.5 million net additions. And we are confident in achieving this higher guidance. Revenue of $940 million was up double-digits and also marked a new record. David will talk more about our expenses in just a moment. But I am very pleased with our ability to contain costs, including in area where we are spending a bit more, such as customer service where we think we are achieving the right balance between spending and customer retention. With our revenue growth nicely ahead of expense growth, adjusted EBITDA climbed nearly 20% to $283 million, also market a new record. And for the first time, our adjusted EBITDA margin has crossed over 30%. Two year ago our EBITDA margin was about 24%, and last year 27%. We continue to expect 40% plus EBITDA margins over the longer run in our business. Today, as I am sure you have seen in our press release, we are also raising our 2013 adjusted EBITDA guidance to approximately $1.14 billion, which will represent very strong 24% growth over 2012. About 83% of our EBITDA in the second quarter fell to free cash flow. And that figure should be above 80% for the full year which is really unmatched in the subscription media business. OEMs remain very committed to satellite radio and our new car penetration rate in the second quarter of over 69% was the highest in the company's history. Though I remind you that that number tends to move around a little bit based on mix and OEM market share. This statistic combined with strong auto sales in the quarter certainly helped propel our paid and unpaid trial volumes, which bodes well for future self-pay subscriber growth. Total vehicles in operation with factor installed satellite radio reached approximately 54.5 million at the end of the second quarter. And I am confident it's on its way to about 100 million by the end of 2017. The wind has certainly been at our backs with increasing auto sales and we expect that to continue for the rest of the year. Analysts now expect SAR for the full year to be about 15.5 million, up from 15.3 million, when we did our last call in April and up from about 15.1 million when we did our fourth quarter call in February. The OEM rollout of Sirius XM 2.0 architecture continues to progress nicely. Multiple new OEMs will be joining Chrysler beginning this fall with a transition to the Sirius XM 2.0 chipset in model year 2014 vehicles. And we expect to announce these important developments over the next few months as vehicles begin to ship. Remember the 2.0 platform enables us to deliver more content and functionality into these new vehicles. We also continue to make significant progress in developing our next generation connected car platform and in driving our Telematics business. During the second quarter we launched an in car IP streaming app with Ford on the same platform. This feature allows Ford customers -- enables Ford customers to have two-way services such as Sirius XM on-demand and personalized music through MyXM. It is a first step in creating an in-vehicle experience that harnesses both satellite and IT. Our effort with Ford is just the beginning and we are holding discussions with all of the major OEMs about including their app on their platforms. Ultimately, we believe that merging satellite and IP connectivity in the car will provide a superior service for subscribers. You also saw an announcement last week between Sirius XM and AT&T that moves us further along in that direction in Nissan vehicles. Our plan is to provide services to connected vehicles are getting increasingly sophisticated and we are very excited about the company’s future in this area. Our used car initiative is also well on track and we expect to produce more than 1.5 million self-pay additions from pre resale cars this year. We now have more than 10,000 dealers nationwide participating in our program to offer the buyers of satellite radio equipped used cars a free three months trial, which enables us to market to those customers and convert them to solo paying subscribers in greater numbers. We also are preparing to launch our Service Lane Program, which will enable us to provide complimentary two months Sirius XM trials to select customers who visit the service base at participating dealers. This innovative program is being embraced by dealers as a way to show their appreciation to service customers and build loyalty. And of course we get the opportunity to expose original and subsequent non-subscribing vehicle owners to our unparalleled entertainment offering. We continue to refresh and renew the heartbeat of our service, the programming lineup of Sirius XM and we are doing it across sports, talk, music, entertainment and Latino, adding program value for our subscribers. In the second quarter, we launched two new fulltime channels, Entertainment Weekly Radio and Comedy Central Radio, some of the biggest brands in media and entertainment today. We continue to offer our subscribers access to special live events, such as exclusive live concerts with John Mayer and country music superstar Kenny Chesney. Also, we keep looking for underserved audiences that have the potential to draw new subscribers for our service. Last month, we launched World Radio, a 24/7 channel devoted to programming for and about rural American life, the western lifestyle and agri-business interests. Last week, we launched Sirius XM Progress formerly Sirius XM Left, an expanded 24/7 channel dedicated to progressive politics with a powerful, diverse lineup of hosts who are also veteran activists. We are taking the lead in redefining key formats in talk radio that reflect the change in American conversation because that’s what we think our listeners want. And we continue looking for exclusive opportunities with leading artists as we have with Kirk Franklin, one of the gospel genres most popular artists by rebranding our Praise Channel as Kirk Franklin’s praise. We are adding more Latino channels to XM later this year. With these additions, XM subscribers will now receive 10 Spanish language channels, with a variety of commercial free music plus talk and sports, including play by play of Major League Baseball games, all part of our commitment to reach a national audience of unserved Hispanic listeners. As I told you on the last call, we successfully debuted My Sirius XM which allows our internet users to personalize many of the music and comedy channels they know and love. MyXM empowers listeners to create easily more than 100 variation of each available Sirius XM channel. The early response to this feature from our subscribers has been very positive and we have recently made even more channels available for personalization. Such as Elvis Radio, Pearl Jam Radio, Blue Collar Radio, among others. Our strong programming lineup and great execution should be extremely important to our investors. But so should our commitment to being efficient stewards of our shareholders capital. We have for a long time held a consistent belief that tight cost controls are critical, but they also must be balanced against appropriate investments and exciting and new opportunities. After these investments are made, our management and our board, believe that excess capital should be returned to our shareholders. We started this process in December by paying a special dividend of $327 million, which represented the first ever payment to our shareholders. Our board authorized a further $2 billion share repurchase program and we began executing that program in the first quarter with $494 million worth of shares repurchased from the open market. During this second quarter we returned another $650 million to our shareholders via buybacks. Year-to-date through yesterday, we have returned nearly $1.3 billion to our shareholders through our stock buyback program. We remain committed to targeting a 3.5 times leverage ratio. Combining that target with growing cash flow from operations, low taxes, and fairly low capital expenditures, we have tremendous capacity to pay our shareholders while maintaining the flexibility to pursue both our internal growth plans and any strategic opportunities, should they arise. As our revenue grows and EBITDA margins are expected to head towards a 40% range over time, we will be growing our free cash flow very strongly. And by reducing the number of shares outstanding, our free cash flow per share will grow even faster. We think this bodes well for our investors. All the management here at Sirius XM remains focused on delivering the best possible experience for our subscribers. The best programming. The best customer service. The best technology. This is the heart of what we do and we live and die by it every day. If we do our jobs properly, this will enable us to grow subscribers, grow free cash flow, and reward our shareholders with substantial capital returns. At this point, I will turn the call over to David.

Thanks, Jim. Auto sale is approaching 16 million again in June, showing great backdrop for record quarterly performance by Sirius XM. As auto sales reach their highest levels since November 2007, installations and sales of satellite radio enabled vehicles reached record levels in the quarter. There are now 54.5 million vehicles on the road with a satellite radio in them. The nearly 716,000 net additions in the quarter were the company's best quarter for net additions since the fourth quarter of 2007, driven by strong performance in our new and used car conversion channels, our remarketing efforts aimed at reactivating radio, and improvements in self-pay churn. We finished the quarter with nearly 25.1 million subscribers, 20.3 million self-pay subscribers, and a trial funnel of 6.7 million. Record subscriber levels produced record financial results for the quarter, ARPU increased 2.6% to $12.28, and when combined with the 9.4% increase in net new subscribers, revenue increased more than 12% to $940 million representing the sixth consecutive quarter of double-digit revenue growth. Contribution margin was 70.1% in the quarter, consistent with our long-term performance. We continued to invest in customer service in the quarter, believing good customer service is fundamental to retaining subscribers. Programming and content cost declined 4.2% from the prior year and declined to 7.6% revenue, prudent management of programming cost has not come at the expense of unparalleled content for our listeners. In the years since the merger we have consistently retained and expanded our great slate of programming at increasingly more profitable levels and we expect to continue to do so. G&A expenses also continued to decline in the second quarter on reduced litigation of executive compensation costs. Sales and marketing costs increased in the quarter on our expanded trial conversion and customer retention efforts, though at 7.3% of revenue remain consistent with recent quarters performance. While overall fixed expenses grew 5.9% in the quarter, the year ago period contained a onetime reversal of non-recurring engineering expenses. Adjusting for that, fixed expenses grew less than 2% in the quarter over the year ago period. Subscriber acquisition costs continue to grow with the recovery of auto sales as installations of Sirius XM enabled vehicles are at record levels. The 152 million of subscriber acquisition cost was at its highest level since before the merger in the first quarter of 2008. However, more importantly, SAC per gross add was $52 in the quarter compared to $82 in the first quarter of 2008. And as a percentage of revenue, SAC improved to 16.1% from 17% a year ago and 27.9% in the first quarter of 2008. We expect unit cost for SAC to continue to decline and that this will be an area of significant margin improvement in coming years. Adjusted EBITDA was 283 million in the quarter, an all-time high for the company in cracking the 30% margin hurdle for the first time. In Q4 '08, our first full quarter of operations following the merger, the company posted positive EBITDA for the first time, $32 million. In the first quarter of '09, our second full quarter of operations following the merger, we posted more than $100 million of EBITDA and we have never looked back. It took 12 more quarters for us to crack the $200 million level in the first quarter of 2012 and now in half that time, we are rapidly closing in on the $300 million level. As Jim mentioned earlier today, we raised adjusted EBITDA guidance for the year to $1.14 billion. Free cash flow grew to $237 million for the quarter, on track for our raised guidance target of $915 million. And some of you may know on July 2nd, Proton experienced a launch failure on a Russian Government launch. The launch failure is under review and a report is expected in the next few weeks. As a result, the mid-August Sirius6 launch will be delayed. A return to flight schedule has not yet been announced. We have plenty of in-orbit spare capacity and service to -- level to our customers will not be affected by this delay. It was a great quarter from a balance sheet perspective. We tapped the market in an opportune time in early May, raising $1 billion in seven and 10 year notes priced at 4.25% and 4.50% respectively. The bonds carry an investment grade style covenant package, placing few restrictions on leverage and not on dividends or stock repurchases. These new benchmark funds have traded well despite the bottom market turmoil the last several weeks. You should expect us to continue to be opportunistic in accessing the debt markets to maintain our 3.5 times growth leverage target. It was also a great quarter for stock buybacks. Through yesterday we have repurchased $1.28 billion of our stock, representing 391 million shares. We have a bit more than $700 million available under our $2 billion stock buyback program. We finished the quarter with $652 million in cash, a $1.25 billion undrawn revolver, gross debt to EBITDA of 3.2 times and 4.8 times trailing 12 month interest coverage. We have plenty of fire power to profitably invest in the growth of our business, consider accretive acquisition and continue our aggressive share repurchase program. The outlook for our business is strong. We expect solid long-term subscriber growth as the number of cars on the road with a satellite radio triples over the next ten years to 150 million. We will also see increasing volume of enabled vehicles turning over in the previously owned market, making Sirius XM easily accessible to millions of new subscribers. Connected car volume will grow, making Sirius XM the only company with access to broadband in an interactive pipe into the vehicle, allowing us to provide new services to our customers and automotive partners. All of these factors will drive long-term revenue growth. As you have seen in our results consistently, quarter after quarter, revenue growth drives margins expansion which in turn will drive growth in adjusted EBITDA and free cash flow, and even faster growth in free cash flow per share as we continue to repurchase stock. Operator, let's open it up for questions.

(Operator Instructions) You first question comes from Jessica Reif Cohen from Bank of America Merrill Lynch. Jessica Reif Cohen - Bank of America Merrill Lynch: Thank you. I have two questions, two topics. One, could you address the buyback. You obviously give us some color on second half outlook, given the $1.3 billion year-to-date. The capacity that you have, you are obviously going to bump up against your repurchase plan. So that’s the first question.

So we haven’t made a whole bunch of comments about exactly what the pace will be as you, I think you have seen that the pace has been faster than many expected. We don’t believe we have been factoring the stock. We are comfortable continuing with the program. And you do the math and clearly at some point in the second half the board will have to -- the board will discuss and consider whether to expand the program. It's my expectation that at an appropriate time in the future we will expand our buyback program.

Jessica, this is Jim. I think, both in my comments and David's comments in the last 30 minutes. I think they were very deliberate to indicate to you how important we think David and I and the rest of the management think the share buyback program is. Obviously, that’s a board decision and we will deal with it at the appropriate time. But we are really moving on nicely and I don’t see why we would stop. Jessica Reif Cohen - Bank of America Merrill Lynch: Great. And then the second question. Just hoping you could address the secondary car market maybe in some more detail. I mean it's clearly -- you talk about how many cars will be -- SIRI enabled cars will be on the road and how many already are. Can you give us any color on what those conversion rates are? What's the ARPU between new and used cars and the contribution margin given the lower, maybe lower ARPU I am not sure, but for lower SAC.

I will start with the conversion rate. And, again, we are not ducking, we are not hiding, I mean frankly we are still doing a lot of work to clearly understand both the bottom of what we are dividing by and particular to make sure we calculate the number right. And at this point we're very comfortable of obviously the net additions we are getting out of the bottom of the funnel. We've still got much more work to do to make sure that that number is accurate. On the new car side, we've been at it for ten years and it's been very consistently understood. So I don't have any input for you on that. David, can you address the ARPU or margin question?

Yeah. Once people become self-pay subscribers, we don't see radically different sort of either behavioral responses or margins, for that matter. You are right in that on, the acquisition side we don't have to reinstall a radio and so it's on the acquisition side incredibly cost effective and very strong incremental margins. But the kind of results that you see overall in the business are reflective of the economics for the previously-owned vehicle subscriber as well.

Moving on, we will take our next question from James Marsh with Piper Jaffray. James Marsh - Piper Jaffray: I was hoping to discuss MySXM a little bit more. It seems like there has been a lot of on-air promotion for the service in July. And I just wanted to get a sense, is this going to continue at this pace for some time or is this just really related to the launch? And if you could share any information on how current trials are going and just how many potential channels are available today when looking back (inaudible) and then I have a follow up.

Well, I'll start with the top. Obviously, we treat our on-air inventory to promote either our programming or our offers or our new services very, very preciously. And we do want to tell our subscribers that this new service is available because we know when they use it, they really like it and value it. And so you certainly are seeing a push. You'll probably see this ease off for a while and then push again as we update it later on. I think virtually every music channel -- Scott –

Sure. Virtually every music channel now is available with the service. And when you have an audience that generally like we do where they’re used to us aggregating and serving directly to them in a way where everything is done for them, by definition people have different tastes and all of that. We wanted to make sure that audience which is used to not being as active with our service is aware that they can now personalize each of their channels largely the way they want. So as Jim said, you’re right for picking up that as a push, but it’s a push on something we think they’ll like. They can make our 80's channel or Elvis channel, whatever more personal for their case, why wouldn't we do that. But it will be easing off momentarily. James Marsh – Piper Jaffray: Okay, understood. Thank you. And then David, you mentioned that $6.7 million trial funnel. I was just hoping you could put that into some historical perspective. How does that compare to just a couple of years ago or so?

If it’s all right I'd like to follow up with you after the call. I don't have the numbers at the tip of my fingers. We do discuss them in each call. And so what we’ll do as follow up with you afterwards.

Moving on, we will take our next question from Vijay Jayant with International Strategy and Investment group. Vijay Jayant – ISI group: I've got a couple of questions. John, picked down very nicely probably for the first time since the rate increase. Can you just talk about was there any other factors there. And second, just more on a philosophical question, given the very high free cash flow conversion that this business has and the stability and predictability of cash flows, why is 3.5 times the right leverage? Why not 4.5 times given your largest shareholders’ proclivity to higher leverage? Could we see that potentially happen over time? Thank you.

Vijay, I think first on churn, we're certainly not changing what we've been saying for a while, which is we've guided that our churn will be in the 1.8 to 2 range. Sometimes it's a little bit over, sometimes it's a little under. I don't think today there is any reason to think any differently about that. The same with what we’ve done with conversion. As we better understand each of those numbers and frankly the impact, particularly as our subscriber base changes demographically over time, we are also trying to better understand what are the trade-offs between growth and maintaining those numbers and revenue growth and we'll keep doing that as we go. David, do you want to address the leverage side? You can take any leverage target you want. We happen to be comfortable with the 3.5.

3.5 times, I’ll clearly admit that when you look at the model. 3.5 times is in fact a conservative leverage target that I think it's a good place for the company to start as we -- we're only now what, six months, four months? Where did we start? We started in February. So we’re six months into our stock buyback program. And I think as we mature just a little bit more and as the business continues to mature and continues to enjoy this great growth that we’ve had, that we certainly can continue to look at the leverage target and then consider whether or not in fact moving that up a bit over time doesn't in fact make sense. But for today 3.5 times is a good result. I think it's producing great returns for shareholders. It will promote a very rapid expansion of free cash flow per share. And it's a good place to start.

Moving on, we'll take our next question from Matthew Niknam from Goldman Sachs. Matthew Niknam – Goldman Sachs: So two if I could. One on the Holdco formation. If you can give us any updates on anticipated timing, how that process is moving along. And then secondly, just maybe on the back of the last question. With the company's operating trajectory continuing to strengthen high visibility around cash flow growth, how do you think about the potential benefits of may be initiating the recurring dividend sooner or maybe balancing that with the current buyback? Thanks.

So, Holdco is-- and the formation of it is largely just administrative process. So I would expect that we would have it, we'll have it set up shortly. In terms of dividends then, we have talked about this before, in terms of recurring dividends that over the course of the next several years that we're going to burn through our NOLs with our sort of rapidly growing profitability. And we become a tax payer we will settle out to the earlier question on what we think the long-term leverage target looks like. So I think that a recurring dividend is probably still a little bit out into the future. From the perspective of those who also have been with the business, which is most of us for a long time now, that circumstances in 2009 caused us to issue a whole bunch of equity that we don't think that the business ever really needed. And so for lack of a better bogey we'd certainly like to get that equity back out of the market. And then we'll, I think this business model does set up for interesting prospects long-term for a recurring dividend. But as we go on we'll talk to the board about dividends versus stock buybacks or both and those are discussions we'll certainly hold in the future.

Moving on, we'll take our next question from Barton Crockett from Lazard Capital Markets. Barton Crockett - Lazard Capital Markets: One thing I was wondering about is the renewal talks with Fox. An important notable piece of context you guys are including the Fox News Channel. I think that's basically upon us in terms of the exploration, I was wondering if you could update us on where we are with that.

Sure. So first for the record, I happen to listen to Fox News, so it's a channel I certainly hope we keep on our service for a very-very long time. Barton, I think it's fair to say that it's a valuable part of our content that we want our listeners to have. We obviously have to trade that off against the economics of having it. The agreement expires at the end of August and I think it's fair to assume we're certainly in discussions with Fox to see if we can get that renewal redone and we will see what happens. Barton Crockett - Lazard Capital Markets: Okay, I mean is it a position where there is a price or you would walk. I mean it could go dark on Fox?

Barton, I mean as a theoretical matter, well of course, there is always a price that’s too much. But we have had a great long term business relationship with Fox and we are hopeful that, that continues.

I think we like to think we are smart, I know the people that run Fox are smart. And I'm hopeful over the next three, four weeks we'll together figure out the smart thing to do, okay. Barton Crockett - Lazard Capital Markets: That would be great. And I wanted to follow up with another question. Apple is launching iTunes radio. As part of that we see some press reporting about what they are paying for music. And it would seem based on the press reports that they are paying less than you guys are paying for music on your internet stream if you do the math on that. And I was wondering if you could address whether you see Apple's rate structure as anything meaningful for you, particularly as we approach the webcast or kind of settlement we do with the copyright royalty [parts] here over the next couple of years.

I think it's fair to say we are following it closely, okay. It's the amount of royalties that we spend today on our streaming business is obviously dwarfed. Certainly what we pay for our broadcast business is a whole bunch more times, times that. I can tell you both David and I even within the last month, are spending a lot more time understanding where these talks are going and what options we might have as the webcaster proceeding comes up in the future. And I think that's all there is to say right now. I will tell you one other thing that Scott, David and I are committed to is ongoing discussions with the music industry. We continue to try to understand what's really good for them, balancing what's really good for us and seeing if there is a way that we can find something in between that where one plus one is more than two. And I think you’ll continue to see that. You know that I believe that we want to have a strong offering in both. And so you'll see us put more attention on what that rate is and what opportunities we might have there.

Moving on, we'll take our next question from Benjamin Swinburne from Morgan Stanley. Benjamin Swinburne – Morgan Stanley: A couple of questions. David, I think you mentioned, or it might have been Jim upfront talking about acquisitions and targeting accretive acquisitions. How would you tell the market how you consider -- what metrics you look at for accretion? Are you looking at free cash flow since that’s such an important part of what drives your business? Would you consider buying technology assets if they were not necessarily free cash flow generating, but help the business? How would you put some color around that comment for us?

Free cash flow is absolutely one of things we look at. We look at EBITDA as well as revenue growth and how it fits with our base audio and data subscription business. So we've got a way of thinking here about the business where what we’re really trying to do is drive the EBITDA and free cash flow to drive growing value for subscribers -- for shareholders. And so we're looking at additions to the business that we think can do exactly that. Benjamin Swinburne – Morgan Stanley: And then on the used car front, I think you made some comments earlier in the year about the different channels there. You’ve done a great job with the franchises, but I think roughly two thirds of used cars are sold through either independents or person to person. How are you guys attacking those two distribution channels within used at this point? Where do you think we are in that process?

So I think the three -- so you’ve got it 100% right, Ben. Number one it does segment that way. Obviously today and for let's call it the next X year, two, three, the bulk of the satellite radio equipped second owner cars that are now turning over, a big portion of them are turning over in the franchise dealer area because that's where they initially went when you go back six, seven years ago. When satellite radio at that point in time was penetrating OEM, they were penetrating in the higher firm levels and the higher price vehicles. Obviously that doesn't last forever. And so you need to hold that question and we need some more time to be able to address that. But you should assume we’re working very, very hard on that issue. And I think just one simple approach, it's one frankly I'm optimistic about is our Service Lane Program. There are a lot of transactions every day, multiples obviously of vehicles that are sold that come into the service lane everyday of a variety of car dealers. And by getting those dealers motivated to offer a free trial to those vehicles when they come in for an oil change or some type of maintenance or some kind of service, that either a new owner, by that I mean a second owner, or an existing first owner that doesn't subscribe anymore, I think that's going to be a pretty target rich area. But we’ve just launched it and we're on our way into it. We obviously also participate in big data. We buy lots of lists and we combine all those risks against all our bin files and all those things, and it’s I will tell you just work in progress right now. Benjamin Swinburne – Morgan Stanley: Got it. That's very helpful. If I could just sneak one last one in. Would you be to tell us Liberty has sold in to the buyback in the quarter? I don't know if that's when we would see it disclosed on a real time basis or if that’s information you have?

That's a question better posed to Liberty.

Moving on, we'll take the next question from Jason Bazinet from Citi. Jason Bazinet – Citi: I just had a marketing question, I know you guys do a ton of marketing to people that come off a trial and may not convert. And you're clearly ramping up the franchise dealer part of the market. My question is really for all those Sirius cars that have the hardware that may not be in the used car market and maybe just didn't come off of some trial. Are you marketing to those customers at all today to try and get them to reengage Sirius' service? And if not, where is that sort of in your list of priorities?

We absolutely market to them. We have a very well spelled out cadence. We debate all the time about how effective and how better we can execute that cadence. But we track the life of that vehicle through that first owner pretty carefully. And we have a variety of marketing touches to that customer whether they are active or not active. Frankly, one of the most effective that we have is, and right now we're doing it four times a year, where we turn all those radios on for a free to air two week trial. And for those customers that we still have effective contact information, we sent them an email telling them, remind you your inactive radio is now turned on and listen free for a couple of weeks. And we harvest quite a bit of returning subscribers through those kinds of efforts. Yes, we are marketing that channel hard today.

Jason, I think the way that you can think of it is, that in addition to managing a large and growing base of subscribers, we're also managing a large and growing base of enabled vehicles. And we're constantly looking to make sure we know where the vehicle is and who owns it, regardless of whether they are a subscriber or not a subscriber, because the obvious benefit of doing that is for the ones who aren't subscribing, we have the opportunity to market to them. So we watch, we have obviously the original owner data and then we work hard to capture as much subsequent owner data as we possibly can to continue to track who has got that vehicle.

And I think David brings up a great point and it's a mind check in our company. And I mentioned in the last call, I'll mention it again, we've been focused for ten years on the new car business. And we've done, in my opinion, a very effective job on the new car business. What we are doing culturally and what we are driving across our organization in the variety of ways is exactly what David said. Which is we need to migrate to organization culture that really now is focused on, where are those cars, those wins, and where are they going. Jason Bazinet - Citi: Do you think that number of cars that are out there on the road ever gets so large that you firm [pivots] from sort of hyper targeting and emails to a mass market, nationwide like billboard campaign that just says, second week in July is free Sirius week?

Our infomercials are those kinds of things. I don't think you should rule anything out.

And moving on, we'll take our final question from David Bank with RBC Capital Markets. David Bank - RBC Capital Markets: I was wondering if you guys could give an update on your thoughts with respect to the Nissan Telematics partnership. And just sort of your general strategy there moving beyond audio entertainment and more into broader Telematics and services and where are you at that? Thank you.

Sure, I'll take that one. First, I want to be clear, and we have been consistent about this in the ten plus years we have been talking to you. The actual plans of the OEM are up to the OEM to announce and not up to us. And so we don't disclose what we are doing and when we are doing it. I will tell you though, that we have a very acute focus on driving the connected car platform that Nissan has developed for Nissan and various parts of their vehicle lines for the future, and it's tough work. It's not what I would call rocket science but what it is, is it's tough work. And we are extremely engaged with them and in my mind we are engaged in it for three reasons. One, it's what Nissan wants us to do. And I think a core part of our strategy is to make sure that we protect and nurture our relationship with our OEMs. Number two, we want to be a leader in the connected car architecture as it rolls out. And I am going to remind you, this isn’t a phenomena for next spring or next fall, this is a ten year kind of thing. And so we want to be a part and play a key role as that architecture technology rolls out, so that we are able to pick and be a part of where there are potential service opportunities for us that nicely complement our audio business or enhance our audio business. And finally, we do see existing services today and you know what they are. You've seen what they are, where we think that they offer an acceptable margin opportunity to us. And as important, we think they give us a nice strategy, if you can be patient enough down the road to allow us to bundle those things together with our core business to make our service in general more sticky. This is a long, long road. This isn't – you’re not going to go hard one quarter and say oh boy, it's all done. This is a steady stay at it, stay at it, stay at it. And the reason is you can never forget how long it takes the OEM to deploy new technology. It's a long time. But I can tell you it is a -- and I’ve been consistent in my remarks, it is a key focus that I’m driving the organization through as we move forward.

Okay. Thanks everybody.