Please stand by. Good morning, and welcome to SiriusXM's First Quarter 2017 Earnings Results Call. Today's conference is being recorded. A question-and-answer session will be conducted following the presentation. At this time, I would like to turn the call over to Mr. Hooper Stevens, Vice President of Investor Relations & Finance. Mr. Stevens, please go ahead, sir.

Thank you, operator, and good morning, everyone. Welcome to SiriusXM's first quarter 2017 earnings conference call. Today, Jim Meyer, our Chief Executive Officer will be joined by David Frear, our Senior Executive Vice President and Chief Financial Officer. At the conclusion of our prepared remarks, management will be glad to take your questions. Scott Greenstein, our 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 SiriusXM'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 would 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. I'll now hand the call over to Jim Meyer.

Good morning and thank you for participating in today's call. SiriusXM turned in a very good first quarter, and I am confident we are on track to meet or beat all of our financial and subscriber guidance that we issued in January. Once again, we are demonstrating the scalability and strength of SiriusXM's unique business model and the robust consumer demand for our very special content bundle. We grew revenue at approximately 8% in the first quarter to about $1.3 billion. We expanded adjusted EBITDA by about 14% to $502 million. This is the first time in the company's history that we've generated over $0.5 billion in adjusted EBITDA in a single quarter. And this quarter also marked our highest ever adjusted EBITDA margin at 38.7%, up 200 basis points from the same quarter of last year. Net self-pay subscriber additions were approximately 260,000, consistent with my expectations for the quarter. Paid promotional subscribers were roughly steady in the quarter on relatively flat auto sales. Churn rounded down to 1.8%, and new car conversion was 40%. Both very strong numbers, and within the range you've seen in recent quarters. We now have over 31.6 million paying subscribers, the highest level in the company's history. And as I mentioned, we feel very good about our full year guidance of roughly $5.3 billion in revenue, $2.025 billion of adjusted EBITDA, a $1.5 billion of free cash flow, and 1.3 million self-pay net additions. SAAR of the first quarter was solid at $17.1 million and nearly flat year-over-year. Most feedback I'm hearing from the OEMs on the economy, and auto sales is still broadly positive. Estimate for new car sales for the year remain in the low $17 million range, similar to the first quarter. Trucks and SUVs are flying out the door,…

Thanks, Jim. Good morning, everyone and thanks for taking the time today. The top of the funnel has never been stronger for us. Strong new car sales, strong penetration and a rapid expansion of our used car dealer network delivered a trial funnel of nearly 9 million trials at quarter end. Total trial starts of 5.1 million in the quarter rose 8% while used car trial starts rose 19% to a record more than 2 million as our franchise dealer network grew to 17,700 participating dealers and the independent dealer network more than doubled to 9,300 participating dealers. New car consumer conversion rates in the quarter stood at 40%, an increase from 38% in the first quarter of 2016. Used car conversion rates held on to the 30% level despite fighting headwinds of an increasing mix of prior non-converters and an aging base of vehicles. Along with strong performance in fleet and rental conversions, we delivered a record first quarter for both OEM additions and self-pay additions. Churn rounded down to 1.8% in the quarter as reductions in both non-pay and voluntary churn rates offset pressure from an increasing rate of vehicle related churn. In the first quarter of the year, we added 259,000 net new self-pay subscribers, which brought the self-pay subscriber base to over 26.2 million and total subscribers to 31.6 million. We feel confident in achieving our full year guidance for net self-pay subscriber additions of approximately 1.3 million. Total revenue in the quarter was up 8% to approximately $1.3 billion on the strength of our subscriber additions as well as growth in ARPU. ARPU in the quarter was $12.95, growing more than 2% from $12.66 in the first quarter of 2016. Advertising turned in yet another great performance with 14% growth. We feel extremely good about…

Thank you. And we will take our first question from Barton Crockett with FBR Capital. Please go ahead. Barton Crockett - FBR Capital Markets & Co.: Okay, great. Thanks for taking the question. One of the questions I guess was about the confidence that you have in your 1.3 million sub adds for this year, and it's just kind of a basic question, but I mean you added 259,000 self-pay in the first quarter, you multiply by four and you're not hitting that 1.3 million number. So, what is it that you see that drives better sub growth later in the year to give you confidence in hitting your target?

So, Barton, this is Jim. First of all, I mean, obviously this is a number you can imagine we focus on daily, okay, and when I say we're confident, I want to reiterate we're confident in meeting or beating our guidance of 1.3 million. There are a lot of items that go into this, and I think that the timing of – we're still learning the timing of how used car deactivations are going to hit and when, and as we go through those numbers, and we look at our forecast out for the rest of the year, and what I think is probably certainly a consistent estimate for what we believe SAAR would be, all that points to certainly being able to add 1.3 million. David, do you want to add something?

Yeah. Barton, 259,000 is right on the button for what we expected in the quarter, in our path to 1.3 million. So, for us, we are right on track. Barton Crockett - FBR Capital Markets & Co.: Okay. I mean, seasonally would you (19:11) second and third quarter to typically be much bigger than the first quarter?

So, I think if you look back at the past, they generally have been that the first quarter has always been the low point. So, I don't think there's any year that you would take the first quarter, multiply it by four and get to the end of the year.

And I think, Barton as you know, we've never given quarterly guidance on subs, but obviously we pay close attention to what the quarters look like, and look, I think that's all I can add there. Barton Crockett - FBR Capital Markets & Co.: Okay, all right. And then to your acquisition, I know you guys are not giving a value for this, but I assume that means that it skews towards the immaterial side in terms of what you spent. But I was wondering if you could talk about maybe what the impact is on your financial statements from their business such as it is, that somebody will kind of notice or not and a little bit more detail on how meaningful you think it could become over time?

So, I think nothing about the acquisition of Automatic would cause us to change our guidance for the year for EBITDA or revenue. What we spent out will be in the 10-Q, it's a little over $100 million to acquire it. And look, as we get in there and in future calls, I think you can expect to hear us talk more about it. But as it relates to revenue and EBITDA, it wouldn't cause us to change those measures at this point. Barton Crockett - FBR Capital Markets & Co.: Okay. Great, I'll leave it there. Thank you very much.

And our next question will come from Amy Yong with Macquarie Securities. Please go ahead. Amy Yong - Macquarie Capital (USA), Inc.: Thanks. Two quick questions. So, first just following upon Automatic Labs, can you give us a sense of what this actually brings to the consumer offering, it looks like it is a consumer facing product, just wondering how that actually gets incorporated into the SiriusXM product itself? And then secondly, can you update us on CRB and how we should be thinking about this particular round of hearings versus the last round? Thank you.

So, I'll take the first and David will take the second. What appeals to me about Automatic is, two things. One, they have a very interesting vehicle analytics data platform, that frankly we think has lacked significant investment and it's something that combined with our very large vehicle database can be leveraged into a very valuable asset, and we'll get on with those plans over the next several months. And so I would say that's less of a consumer facing advantage. It ultimately should, if it works out, generate revenue in some consumer facing way. Second though, they do have an adapter that they developed that we found to be quite impressive. They're already on their third generation of technology on that adapter and to amplify that a little bit that adapter at least in my mind would give us the capability to reach out to a mammoth number of cars, 150 million of the 250 million active cars in the U.S. and provide connectivity in a way that would provide connected vehicle services to those cars. We have a lot of work to do to understand what the right path to that option might be and what the speed towards that option would be, but that's what appealed to me about Automatic.

So, Amy, I'd just add, I think that you can think of it as having applicability in various industry verticals, some of which are – there are things that OEMs can benefit from these products. There are things that dealers can benefit from the insurance industry. It has a very strong interest in this product. There may be information that we can get back out of it depending on the car and what's happening with radio modules. And there may be other industry applications as well on top of the consumer offering. So, we're excited about what we can do with this. On the CRB side, so I am obviously biased on this one, right. So, I've been at three or four of these proceedings over the years providing testimony, but I honestly don't believe that SoundExchange has put on much of a case. And there are only three opinions that matter and those are the judges. And so what I think actually – I don't think you should necessarily take all that much from it, but there is a very strong record hearing prior proceedings about what the judges have thought about the upper bound of a reasonable range of rate. So I think that SoundExchange has come back in and for effectively the third time, it has presented the case, it says that we think the rate ought to be over 20%. And I just don't think when you look at their case, they've actually presented any evidence that would suggest that there is any difference here from the past. On the other hand, I think that there is a very strong link in the case that we put on that says, if you look at what the judges decided in the webcaster proceeding and that you (24:55) satellite radio that there is a very good case for rates going down based on decisions the judges have made about the value of sound recordings in other areas. So, what they'll decide, anybody's guess, we'll go through the rest of the testimony and the introduction evidence over the course of the next few weeks. And then sometime in late fall, we'll do what they think. Amy Yong - Macquarie Capital (USA), Inc.: Great. Thank you.

Our next question will come from Jason Bazinet with Citi. Please go ahead.

Yeah. I've noticed in just the recent period sort of this LSXMA Series spread has tightened a bit, meaning the market seems to think something is going to get resolved. I just have a two part question. Do you think that's true? And if so, what are the options at your disposal to sort of collapse the two? Thanks.

So, I think, the collapse of the two isn't really up to us. I mean if Liberty wants to collapse it, I'm sure they'll make a proposal. The spread widened for quite a while and then – in the course of the last week it tightened it. I think I read a note that Berkshire had bought more of the tracker and there was some feeling that helped to drive the tightening of the spread. Other than that, Jason, we're in the business of running the satellite radio company and maximizing value of SIRI and where it (26:32) may trade is neither here nor there to the management of the company.

I want to reiterate that Jason. I want to reiterate, I paid zero attention to the value of that stock, and you can imagine we pay a lot of attention to the value of SIRI. Liberty will decide what Liberty wants to do and when they decide I'm sure they will let us know. And I think beyond that – but I certainly don't know of any plans they have.

Okay. Thank you very much.

We'll move next to Ben Swinburne with Morgan Stanley. Please go ahead. Benjamin Daniel Swinburne - Morgan Stanley & Co. LLC: Thanks. Good morning, excuse me. Jim, can you talk a little bit of how you're thinking about folding in this new acquisition into the Agero platform from a product perspective and whether this brings some additional OEM relationships into the company that you didn't have before? And then, David, can you give us any help on the Canadian recap in terms of impact to financials, whether you'll consolidate Canada now or they change to the license payment structure or anything on those lines would be helpful?

I'll take the first one, and, Ben, when you heard my comments, you noticed I tread a little bit of water and said that we would get back to you... Benjamin Daniel Swinburne - Morgan Stanley & Co. LLC: Yeah.

...late this year or early next year was, and the reason I did that is right around your question, okay. First and foremost, we will operate Automatic in the foreseeable future as a separate entity, and I don't mean that it will just sit out there on its own. In fact, I've made some realignments on announcing this morning in my organization to put more focus on it. How we consolidate eventually within the CV organization, we're still working on it. And the reason we're still working on that is, as you know, we've been chosen to deploy Toyota, Honda, Nissan, and FCA CV platforms, and all of those platforms are either rolling out right now or roll out over the next four months, and my team on the CV side is totally focused on those rollouts. And so, after we get those rollouts under our belt, a few of us will begin to figure out how we integrate these within the platforms. What I will tell you is I'm very confident they'll integrate well together. I just quite honestly haven't figured out exactly how we want to do it yet. Benjamin Daniel Swinburne - Morgan Stanley & Co. LLC: Got you.

Okay. On Canada, we've said previously that we will not be consolidating the results that, while we'll have a 70% economic interest in the recapitalized company, a Canadian board will control the company, and the Canadian shareholders have super voting shares and as it relates to matters like electing the board. So, we don't set the control definition under the accounting rules in order to validate it. So, you'll see the economic effect of Canada come through in a couple of different line items. One will be other revenue that the loyalty rates will go up post-recapitalization. So you'll see that come through other revenue. There will be an adjustment in the dividends we received and, to be honest, I can't remember exactly what that is. So there will be a change that runs through other income. And then to the extent that one of the things that we've talked about, we haven't made a decision yet is that if we called the Canadian bonds they had issued, and replace it perhaps with funding from the U.S. that you could find a boost in interest income. But the way that I think you can think about it is that we incorporated the effect of an anticipated closing of Canada in all of the guidance that we gave so that would be in revenue in adjusted EBITDA and free cash flow. It's already in our guidance. I will tell you that it's closing a couple of months later than we thought, and so when expressing our confidence in all the guidance this quarter, we feel confident being able to make up for a couple of months of lost economics in Canada. Benjamin Daniel Swinburne - Morgan Stanley & Co. LLC: Thanks for the help.

Hey, Ben, the only comment I'd make on Canada is that number one, I think our team has done a really, really good job here, and I'm pleased with the outcome. For me there is all the way the numbers move around, and then there is the basic reason why are we doing it, and that is SiriusXM Canada has run as a separate company. And I know that may be hard for you to believe, but they haven't been able to take advantage of all the investments we're making in all our various platforms. With this transaction, we can move a lot of that out of the way, okay? And I see certainly not maybe as we move through the next two or three quarters, but as we go into 2018 just the opportunity to run that business better because of the economies of scale. Benjamin Daniel Swinburne - Morgan Stanley & Co. LLC: Makes sense. Thank you.

Our next question will come from Tom Eagan with Telsey Advisory Group. Please go ahead.

Great. Thank you. First on some of the investments. You've invested materially in the streaming platform in 360L. How do you measure the return of that investment? Are there certain metrics that you plan to use or is it more broader than that. Are you just thinking about improving the overall listening experience and improving engagement? And then I have a second question. Thanks.

So, I think, number one, it's much more the latter than the former however. However, we have real expectations for what we believe we can achieve in terms of how – of metrics of how we expect customers to use it. And so, I would tell you our first intention of 360L is we believe we'll get better engagement with our customers, and better engagement with our subscribers. And we will be able to measure that. And I can tell you in the game we're in, it's all about the engagement, okay. And so, that's the first and foremost reason. Second is, I really do believe and when you see the demos of 360L, it really helps us on the backend of our business to remove friction for customers both to find whatever programming they want, and also to be able to deal with us in a much easier way of whether it's renewing their subscription, converting or anything else they want to do with us and we bundled that all together. I want to caution you here and I've been really consistent here from when I began to share with you in the early days of 360L, this is a march, not a sprint. While in my comments I was very deliberate to say we expect to roll this technology out beginning in the first quarter of 2018, it will take many, many years for this to roll across all the OEM platforms.

So, Carl, I'll just add that I'm glad that you separated those things out of streaming in 360L. But as you know, we have been charging for our streaming services for eight years and what you – I think you can think about the investments we've made in streaming as having taken profits from that business and reinvested it in improving the streaming app into the platform, resiliency for it that as opposed to making an investment and hoping that it pays off sometime in the future that that's a product that was that not too long ago on 2004, 2005 technology base and needed to be updated. And I think it's – you can tell by ratings that it has come up pretty well. 360L is 100% going to pay off and pay off large. The investments we're marking are substantial, but relative to the scale of the business, very small changes in conversion rates I'm sure (34:54) it will pay off.

Do you want to share with us any expectations about the changes in renewal rates or conversion?

Not yet.

Not at this point.

Yeah. And then, secondly, on some of the exclusive content that you provide subscribers, how was that financed? Is it – do you use other partners? Can you license that after the SIRI airing to other platforms and any synergies with say any other Liberty affiliates like Live Nation? Thanks.

No. I mean, obviously all the talent that we use in our programming, we pay for ourselves. We have not been interested in sub-distributing our content in any other way at this point.

Thank you.

And I don't think we are.

Okay, thanks.

Our next question will come from Jim Goss with Barrington Research. Please go ahead.

Thank you. Just one follow up to what Tom just asked. Is there any timeframe over which you expect the 6VL program (35:57) to have any impact on profit metrics? I know you said it's a march versus a sprint but how long is that march before it starts to hit some of the metrics?

It's many, many, many quarters, okay. I mean, what I'm very pleased with is our engagement with the OEMs and their excitement about the platform. I've been here 13 years and the one lesson perhaps I've learned the most is we can get as frustrated as we want about changing the OEM cycle, we're not going to change it. And so our deployment is tied in directly to when they deploy their new platforms. I'm very comfortable that we're wired in with them as they deploy at various points. But I will tell you, it takes a long time quite candidly just like it did initially when they introduced satellite radio.

Okay. And sort of a separate issue. You always discussed lot of the things that go into the mix of subscriber additions. Is there any way to separate out what share of those sub adds you're getting from new cars versus used cars at this stage, and how rapidly you expect that mix to shift given peaking SAAR versus the growing base of used cars with installed radios?

I think our new car additions are a little less than half now of total additions. Yeah. And they're going to just tick down bit by bit by bit. In a way, it's...

As a percent.

Yeah, as a percent. In a way, it's not the similar to the answer Jim just gave you on the rollout of the 360L. That everything as it relates to automotive distribution pursue sort of like an evolutionary as opposed to revolutionary path. The changes are – they are slow but they are steady, and they are in inexorable in where they're going to go. It's just going that way. And as Jim said in his comments that we're going to see the pen rates on used car sales go from the low-30s to the mid-70s. It's probably going to take a solid decade for that to occur. And as it does, you're going to find subsequent owner additions continuing to rise for that entire period of time.

Yeah. And I couldn't agree more. One point I want make, Jim, is there are a lot things we can debate about whether they are going to happen or not. That mix from mid-30s to mid-70s is just math, and it's absolutely going to happen. There is zero chance it's not going to happen, okay. It's just a question of how long is it going to take.

Okay. And do you think – in that context, do you think used car conversion rates will start to rise as the whole concept of Sirius just becomes that much more prevalent?

I think we've gotten an good idea now that we've been at it for 14 years or 15 years about where are new car conversion and how it behaves, okay. We really understand well model mix; we really understand even within that trend mix, and we now really understand how people who have never used our service before convert versus people who are were just literally changing from one car to another, and how they convert. And so, we've got a really, really good idea. On used cars, we're still really, really new to this game. So, what I say is my feeling. I don't have a ton of analytic data yet to support it. But I believe we will probably rather than used car rates increasing, I just believe we'll continue to see more pressure on those rates. And I'll tell you why? Number one, we're going to a much wider demographic as we expand out; and number two, as you think about it, we're going to get older and older, older vehicles, which are second and third cars in the family. And frankly, one of the challenges our marketing group is looking at and will be developing strategies on is, what is the right way to market to those customers and quite frankly, what might be the right way to price to those customers, as we look at what's the value of those subscribers going forward.

So, Jim, we think it's more volume at a lower rate and so we'll end up with more additions. And so, when we talk about growth in used car volumes over a decade, we mean growth in conversions. And I mean the only thing we have to go on is new car, right. So, as new car penetration rates went up, conversion rates came down, but at the same level of auto sales, you ended up with more total volume of conversions and that's our expectation at this point for used cars as well.

Okay. Thanks so much.

We will take our next question from Brandon Ross with BTIG. Please go ahead.

Hi, thanks for taking the questions. First, on the sub guide for the year, you mentioned the industry still expects about low 17 million SAAR for new cars, can you tell us the assumptions for industry used car sales you're embedding in your guidance, since used cars are such a big part of your gross additions now? And then following up on Jason's question, would you pay a premium to buy back the two-thirds of your stock that Liberty owns as opposed to Liberty making an offer to the minority holders? And then finally, as you mentioned your stock performance in your prepared remarks, as your stock has climbed higher, does that affect your thinking on the mix of your capital return? Thanks.

So, I think on the first question, today we don't look at the used car market as a total, and track it as a total industry for one simple reason. Our penetration is, as I said, yeah, I think in the first quarter was about 34%. So, we tend to look at the segments more, meaning, how many SiriusXM enabled vehicles are becoming available, and how many of those are selling. That said, right now, we think used car sales are about consistent also as industry being flat with the year ago period. However, the mix within those is changing a little bit in that the high end of used car sales seems to be under more pressure as new car pricing has gotten a little more competitive here in the last four or five months. And yet the other part of the used car market seems to be growing a little faster. In terms of what's in our guidance that we're using for used car net growth adds, we think we understand that pretty well, and we're confident in how that looks for the rest of the year.

And, would we consider paying a premium for Liberty's holdings in Sirius, I guess if Liberty was interested in selling their holdings in Sirius that we'd certainly consider it based on the public comments they've made. Greg had said that he anticipates that they will eventually own 100%, so that doesn't sound like it's available for sale. In terms of a higher price and mix of capital returns, I think to go back that as management, I don't think we care who owns the company, I mean we run the company for the shareholders. And so if Liberty wants to be a shareholder, we think that's fantastic; if Berkshire Hathaway wants to be a shareholder, we think that's fantastic. And if it turns out they don't want to be shareholders and somebody else want to be a shareholder, and our job is just to run the company and drive value for whoever our shareholders are. In terms of higher price and mix of capital returns, sure, I guess the value of the stock plays into it, we do take a point of view on value in the buyback program. And while we don't announce target values that we do run grids that are price sensitive, and we buy significantly more stock in periods of weakness, and we buy a little bit less in periods of strength.

Yeah. One other point I'd like to make, and again you have to ask Liberty whatever Liberty wants to do. But I can tell you our relationship with Liberty has never been better. My relationship with Greg Maffei is extremely strong and I tell you, I take personal pride in the fact that our largest shareholder once owned more of our company. That to me is a real endorsement of the strength of our business and our company.

Great. Thanks for taking the questions.

Our final question will come from Vijay Jayant with Evercore ISI. Please go ahead.

Hi. It's James Ratcliffe for Vijay. Two, if I could. First of all, it sounds like, it's in the prepared remarks, that the used car conversions holding in around 30%, that seems pretty encouraging. Can we drill down into that a little bit and how much of that is you're getting a larger swath of the transactions and information on that more rapidly and how much is just better execution against the transaction base which you know about? And secondly, regarding, you've seen unlimited data get much more extensive over the course of the last quarter. Do you guys have any sense of how – what take rates for the satellite radio service are for customers who have an unlimited data option on their phone and hence wouldn't effectively be paying for streaming audio versus customers who don't? Thanks.

So, Jay (46:37) I'll start and then David will address the specifics. I want to make a very deliberate point here and that is, and for those of you that are following our company and for investors, I want to be clear how we run this company. While we provide conversion metrics for you, that's not the way we're running the company, and I'll give you a great example. In the used car funnels as you can imagine, we continue to get more sophisticated every quarter on how we find these leads, and occasionally we'll find huge pockets of records, maybe 100,000 vehicles that sold, that we didn't know it sold with SiriusXM in them and now we get those records, and those customers may have already owned those cars for 9 or 12 months, okay. I can tell you that when we go out to try to convert people who have owned the car longer than what would be our normal trial period, they convert at a lower rate, okay. If you were running the business to maximize conversion rate, you would pass on those opportunities. That is not the way we run the business. We run the business to maximize the total additions from those funnels, okay. So, if we see an opportunity where the conversion rate is 12%, and in this particular the used car metrics, our cost to add those subscribers is so attractive, we're going to take that opportunity. And that's why I want you to be careful using those metrics. We provide them and I think they help you be able to look at the top of our funnel and guess the yield from the bottom of our funnel, particularly in the used business they are not an indication of the demand for our service.

So, yeah, I couldn't agree more with what Jim said that a lot of the conversion marketing efforts are about the efficiency of the touches. But the used car conversion rate is, it comes from sort of multiple different channels within used cars. And it is one of these things that we do expect it to decline over time. So, I've said many times I've been surprised at how strong it is and how long it stayed at this level. And so, we continue to be really pleased with where it is. In terms of unlimited data plans, James, we see zero impact of that on our business at this point.

Great. Thank you.