Good morning and welcome to SiriusXM's Second Quarter 2018 Results Conference 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 Hooper Stevens, Senior Vice President, Investor Relations and Finance. Mr. Stevens, please go ahead.

Thank you and good morning, everyone. Welcome to SiriusXM's second quarter earnings conference call. Today, Jim Meyer, our CEO, will be joined by David Frear, our Senior EVP and CFO. 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'd 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 of course, they 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 to not rely unduly on forward-looking statements and disclaim any intent or obligation to update them. As we begin, I'd like to advise and remind 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.

Thanks, Hooper. Good morning and thank you for joining us to discuss the quarter. SiriusXM's long track record of success continued in the second quarter and we are performing better today than we ever have as a team. We are pushing our people to constantly improve, informing our decisions with more and better data than ever before, and you can clearly see the impact in our results. With a strong second quarter, we are increasing our 2018 guidance for growth in self-pay subscribers, revenue and EBITDA. I'm thrilled SiriusXM was able to add nearly 0.5 million self-pay subscribers this quarter and achieve our lowest ever self-pay churn rate of just 1.6%. Conversion performance was also strong. Self-pay subscribers exceeded 28 million for the first time ever, and our total paid subscriber base reached a record 33.5 million. There is, without a doubt, a tailwind from the growing economy that benefits us. Employment is strong. Wage growth is picking up, and auto sales continue to be robust. But our subscriber performance is more than anything else, a ringing endorsement of our value proposition and our differentiated content offering. It is further a result of us continually improving operational processes and keeping a tight focus as we execute our plan. Despite all these successes, candidly, I still see many areas in which we can continue to improve, and I'll get more into that in a bit. The new vehicle SAAR was 17.1 million in the second quarter, up 2% from last year. Our penetration rate remains right at about three quarters. And frankly, our OEM relationships continue to deepen and strengthen. In the second quarter, we extended our Nissan and Kia agreements for another five years, and we are, as is typical, working on several additional OEM extensions. With some of these…

Thanks, Jim. Good morning, everyone, and thanks for joining the call. Our fast start to 2018 accelerated in the second quarter with 483,000 self-pay net adds in the quarter and the lowest ever self-pay churn rate of 1.6% are a remarkable testament to the demand and quality of our offering. As of today, over 33% of the cars in the country are enabled with SiriusXM Radios, roughly 112 million vehicles, up 11% from a year ago. While this took many years of hard work that we're proud of, our focus remains on the 80% growth in the enabled fleet we expect as we arc towards 200 million vehicles over the next decade. New car sales grew 2% in the quarter, while our penetration rate of 75% was in line with our expectations. This lifted new vehicle trial starts 2% to 3.4 million, while used car trial starts grew to over 10% to 2.4 million, both of which are record highs, resulting in total trial start growth of over 5% to about 5.8 million. At the end of the quarter, the total trial funnel stood at over 9.3 million, the highest it's ever been. Our 483,000 self-pay nets in the quarter brought the self-pay base to 28.2 million. Total nets in the second quarter were 429,000 as paid trials declined 54,000 resulting in a total paid subscriber base of 33.5 million. Solid new car conversion rates of 39% and used car rates in the high 20s remained steady in the quarter and also contributed to self-pay subscriber growth. Based on this performance, we're taking our full year guidance up to approximately 1.15 million self-pay net subscriber additions. ARPU of $13.30 grew 1% in the quarter or 2% excluding the $0.24 headwind due to the new revenue recognition standard which became effective…

At this time, we'd like to open the call up for questions. And your first question will come from Jason Bazinet with Citi.

Thanks so much for the question. You guys had a really good quarter. The only thing that just stood up to me was the relatively low buyback relative to what's in our model. I was just wondering if you could provide a little bit of color on that. I have to go back, I think, four years or five years in our model to the time when you bought less.

So, yeah, I mean, it's – look, it's the toughest thing we have talked about in the quarter is that the – we had outstanding stock performance, and it ran through our grid. It's kind of like a first-world problem. But that's exactly what it did that there was a – we had a big event in December with the tax law change, and we revised the grid to reflect that, bought a lot of stock between the passing of the tax law and the time of the earnings call. And we revised the grid, again put it into places we – as we went into the second quarter. And honestly, the performance of the stock just caught us flatfooted. And it's not one of these things where you yank the grid back every time the stock goes on a run. And so, we've had great performance in stock. We're thankful. We continue to think that the stock is good value and so that's what it is.

Very helpful. Thank you.

And your next question will come from Brett Feldman with Goldman Sachs. Brett Feldman - Goldman Sachs & Co. LLC: I've actually got a question. Actually just to follow up on that one, have you adjusted the grid going forward? I mean, you're now going to be able to maybe more active based on where the share price is or is that not what you were trying to communicate?

We've never talked about what we're going to do with buyback on a forward-looking basis in the past, and we won't do that today. Brett Feldman - Goldman Sachs & Co. LLC: Okay. Fair enough. And then, operating question. The churn was obviously a standout metric in the quarter. I know that it can ebb and flow and it's not always easy to understand exactly why it moves from quarter to quarter. But if you have any thoughts, as to why you ebb down and the durability of it, that would be interesting. And you did note the installations were down, and I guess that's actually kind of one of the positives of low churn. You don't have to spend as much to acquire customers. I'm wondering if any of that was intentional or if these things just kind of move in those directions this quarter.

No. I think, number one, most of the improvement – so the question you asked is the same one I asked which is 1.6%, the new normal. I'd be clear with you. I don't believe it's the new normal. I believe we performed as well as you can perform in the second quarter. That said, there are a lot of building blocks. And by those, I mean lots of things that are just simple hard work, blocking and tackling that led to improvements in the performance that we would hope to see flow through over the coming quarters. And we've always said that you should think of our churn between 1.8% and 2%. I'm not ready to say that's not the way you should think about it, but we'll continue to look at the performance in the second quarter as we move into the third quarter and fourth quarter and see how it goes. I will remind you that our churn does include the turnover of vehicles. And as that turnover continues to increase and increase, it puts pressure in that number and you need to remember that when you're thinking about our overall churn number as well.

So I'd just add two things that the voluntary and non-pay churn which we've talked about in prior calls was sort of an extraordinary number in the quarter. It was under 1.2%. We've never seen it at that level before. And it would be great if it continues. I think part of that was a testimony to the health of the U.S. economy. On the installations front, you mentioned that the installations were down, I think, only like 1% or 1.5% in the quarter. It wasn't very much. And so, it doesn't really contribute all that much to lower SAC. Most of the lower SAC is associated with the change-out in technologies in the cars and is, in fact, sustainable. The installations do bounce around a little bit, so we have a little bit of an inventory contraction in essence in the quarter but it was fairly small. Brett Feldman - Goldman Sachs & Co. LLC: Great. Thanks for the color.

And we will now hear from Brian Russo with Credit Suisse. Brian Russo - Credit Suisse Securities (USA) LLC: Hi. Thanks for taking the question. It looks like your guidance raise for net adds was mostly passing through the beat this quarter. So I wanted to ask, for the first half this year, it seems that the auto sales in the country have done a lot better than initially expected. Are you getting a sense of optimism from your OEM partners for the remainder of the year or are people kind of still cautious that we have a ways to go before the book on 2018 is written?

So I think – this is Jim. I think we certainly – when we went into the second quarter, heard quite a bit of optimism from the automakers. And as you know, they're booked out pretty far in terms of their build plans and their capacity. I will say there is a lot of noise, as you well know, on the trade front and no one quite knows how that's going to work out and where that will go. And so, if you ask me are there any things that are out there that are hard to gauge? I would say, for me – and I would say the auto companies, that's the biggest one. Every auto company, I think, is on record in Washington of some type of a modification to the trade proposals that the president's put in place. We'll just see where it goes out. And frankly, I have no idea what will happen there. Brian Russo - Credit Suisse Securities (USA) LLC: Okay. Thank you.

And our next question will come from Ben Swinburne with Morgan Stanley. Benjamin Daniel Swinburne - Morgan Stanley & Co. LLC: Hey, good morning, guys. Jim, historically when you guys have raised prices you've either met – you've had to manage churn or you've seen some impact to churn and I realize this is one quarter. But it looks like you could extrapolate out the first half of the year to suggest you guys have more pricing power maybe than people expected and certainly not encouraging you to raise prices more as a consumer and I know you're careful on that front. But I'm just wondering, I'd love to hear what you think is going on in the business today around price increases and the impact to churn and customer satisfaction versus your experience in prior periods when you've been raising prices.

So, Ben, I think you answered that question. This will be the fifth year as CEO you've asked me. I have to tell you, I was a little surprised to be very candid with you to the reaction in the second quarter. We had built in, I think, more reaction to the increase in the MRF than we saw. I'm not bold enough to tell you that I'm willing to use that as a barometer to predict how much pricing power we have. And I can tell you, we constantly deal with subscribers who are very volatile. I will also tell you though, we appear to have a large group of subscribers who are extremely satisfied with our service and have stayed with us through certainly this MRF increase with very little disruption. So, I got to tell you, it's a real positive and a real testament to our value proposition. Benjamin Daniel Swinburne - Morgan Stanley & Co. LLC: And then just a second question, years ago we used to...

Ben, that said, we're going to continue to be really, really cautious here going forward. Benjamin Daniel Swinburne - Morgan Stanley & Co. LLC: Understood. We used to be very focused years ago on your OEM renewals and sort of what was moving around there. We don't get as much information anymore. But I'm just curious, at least qualitatively or strategically, now that you're doing, I don't know, what are maybe the fourth or fifth cycle deals with these car partners, what's new, what are you focused on, is there anything that we might see in your results as a result of these agreements which are now kind of routine and in the background but obviously are incredibly important to your business?

So, I think – a great question. And I think there's kind of four things to talk about there. Probably, the biggest headline, first and foremost, is their enthusiasm for including satellite radio in their vehicles. And I've been here a long time at the very beginning. This was a hard sell to get them to put it in. I think now the automakers are feeling pretty significant pull from the consumer that satellite radio is an expected feature in the vehicles. And so, as we're renewing these agreements, as I said in my comments, there are certainly some automakers who are indicating that they would be interested in some increased levels of penetration. We don't have those done yet. We'll continue to work our way through that. Second, and you heard in David's comment a couple moments ago, in all of these agreements, it's very important that they include commitments from the automakers to transition to our new platforms. That's really important for two reasons. One, it involves our best – frankly, our best experience for the customer. That was what we call the XMH platform several years ago, which is now -- that transition is finally complete. That would now be 360L. And then each commitment as we renew with OEMs, 360L is clearly right up-front and how fast they can go and what can we do to help them with the speed of that implementation. But as importantly, it's lower cost and our new platforms continue to be lower and lower costs and you're seeing that in our SAC which David pointed out. And then finally, the OEMs clearly understand that this is a long-term gain and that it's providing good customer satisfaction for their customers. And so, I think we're just seeing – I have to tell you we're seeing very positive things all along the way. Benjamin Daniel Swinburne - Morgan Stanley & Co. LLC: Thank you very much.

And we will now move to Steven Cahall with RBC.

Yeah. Thank you. Good morning. So, I just had a question on ARPU. If I disaggregate your ARPU a little bit, I think your sub-ARPU is running down a little bit year-on-year a couple of percent, and then the ad ARPU has been really strong, I think it's up low double digit both for the half year and for the quarter. So could you just give us maybe a little bit of color on how you see the subscriber pricing model and do you think that's a deflationary aspect of the business? And then flipside on the advertising which has been really strong or the other ARPU driver that's been really strong, can you give us some color as to how those trends are looking? Thank you.

Sure. So on the subscriber revenue side, we did have the accounting change which hit $0.24. So I think if you adjust that out, you have a different trend, right? Because it retarded growth in ARPU by $0.24. And the advertising guys have been knocking the cover off the ball and for a good long time now that 18% ad revenue growth is something that you just – outside of the big digital guys, you just don't see. And, Scott, I don't know if you want to comment on the ad revenue growth.

Yeah. As we all know, the ad market is volatile and all over the place and will continue, in my opinion, to be so. But we're providing unique content with a very sticky subscriber base. That's a very desirable base to advertise to. So I think that combination is being, as silly as it sounds, discovered more and more by the ad community and they're getting results. So, they're definitely there and coming. But again, the ad market is subject like most things but in particular, there are a lot of changes out there that could affect us. But right now, we're happy with the position we're in.

Could you give us any indication of what the pricing trend has been in advertising?

I don't think – we don't give that. We haven't really discussed that. Obviously, if you look at the strength in our revenue growth, we're clearly seeing strength everywhere.

Yeah. It's not just more spots for us. We have been able to secure increases in rates.

Yeah. We're not in – our primary focus will always be the consumer and subscriber experience on air. It's never about can we fit in a few more spots at the expense of a listening experience.

Thank you.

And your next question will come from Jessica Reif with Bank of America Merrill Lynch.

Yeah. Thank you. I have three questions. One is you are so far below your target leverage at currently at three times. I think the target is 4. You've got significant free cash flow. Your buyback, as you mentioned, has already slowed down a bit. Can you talk about investment in other businesses? You've kind of taken a stab at iHeart, maybe that's over. There's been speculation that something will happen with Live Nation. Could you talk about what assets would bring added value to the company? Second, it sounds like you've redefined your target market with out of the car. Can you talk about how you'll charge for that and how big a market – your target market is now? And then, finally, on the video results which are now clearly positive, how do you measure success and can you talk about your rollout plans for other video services? Thanks.

So Jess, it's Jim. Let me start with the first question. So we've been talking about this for a long time, and I think I've been really clear. I think we look at everything when we evaluate what are we going to do with the capital that we're generating from our business. And, as you know, we have what I think is a very, very nice basket which is I believe we are investing in all of the key areas in our business that we need to. First and foremost, we're growing the connected vehicle business as we speak, and I'm certainly on the prowl, looking for other things there that could fit with us. Automatic Labs, a year ago, is a good example of that and we continue to look. Keep that in mind. I'm going to comment back that in a moment. And then we've invested in Pandora. Obviously, there was a fair amount of activity around iHeart which has now since ceased. I don't have any comment on Live Nation. I'm not even quite sure where some of that speculation is coming from. It's not coming from SiriusXM. But -- and by the way, I will tell you, Michael Rapino is a board member of SiriusXM. I'm thrilled to have Michael on our board. We have, I think, growing and strong cooperation between Live Nation and Sirius as we figure out how to both use assets that we have to both improve our business. But for me, that's about it. We continue to look at other areas. But I will tell you, as I've told you before I am going to be extremely disciplined here just because our leverage is declining. It's not going to cause me to rush out and go do anything that I don't absolutely believe has a very strong return for our shareholders. And so, we'll continue looking down that path and moving in that way. Dave, is there anything you want to add on point one?

Yeah. We kind of get the need for people to sort of generate attention, and it's true in any publishing community. So for me, I wake up in the morning and I see headlines and research piece, it's a little bit like going into the supermarket and seeing that Paul is dead or Sasquatch has sat down for candid photos or aliens abducted somebody's baby. There are lots of headlines that could get put out, but it's not clear that they all have all that much to do with reality. But we don't comment on acquisition.

Yeah. So, Jessica, I think --so we are absolutely on the prowl. We're absolutely looking, and everywhere we can look. And I can tell you we have the capacity to do almost anything we want to do. And when we find something that meets our threshold, our targeted returns, believe me, we'll jump in and we know how to do that. On your second question on out-of-car, we are really focused on this. I'm not ready to answer your question exactly how that's going to show up yet. I think you've got to give us some more time to build around it. I will tell you, this is one I feel really good about and I'll tell you why. I said in about four earnings calls before and someone printed that Meyer said our business is technology future proof. That's not what I meant. What I said and what I continue to believe is that competition will always be in the vehicle. It always has. It's always been strong. And competition outside the vehicle for audio will always be strong. Everyone acts like it's only recently gotten strong. Let me tell you, it's always been intense and strong, okay? But with that focus, what I am really happy about is this battle and this game we will not be left out of it because of technology. 360L and the money we're investing in our apps and the money we're investing in our connectivity initiatives are going to allow us to do whatever we want to do. This battle going forward is going to be all about how compelling is your content, how easy to use is it. And getting somebody – sorry for the word, but hooked early on in the experience, and in our case most important and they're…

Just as a follow-up on that, I mean, one thing I want to stress again that I know Jim has said in earlier calls. Right now, video, we're looking to be complementary to our audio presets (42:47). And in that area, there's plenty of content that would be appealing whether in real-time or short form, whether it's sports and you can imagine in November with all our political channels and news channels, there may be stuff there that we can look in as we go forward with it. And eventually, the live component will be there and cut-ins and other things that I think could be really fun, but again, all within sort of our content universe right now.

So that's it.

Great. Thank you.

And we will take our next and final question from Barton Crockett at B. Riley.

Okay. Thanks for squeezing me in. And I wanted to, I guess, ask you about a couple of things. One is just to hammer home this self-pay churn rate of 1.6%. The perennial kind of concern for your company has been the growth in alternatives, the surge in Spotify, Apple Music, Amazon Music, all of which are growing like gangbusters and yet you come up with the best loyalty that you've ever had. What impact is uptake of these services having on your consumer, on your ability to sell them new subs or retain them? How do you explain kind of this churn relative to the explosion of alternatives?

So, look, I think there's more music services than there's ever been. I think they continue to try to improve those services and bring them into the vehicle in an easy to use way. I still don't believe it's that easy to use as is implemented in the vehicle, but we're not going to sit still and assume that that experience won't continue to improve. I think it's actually all about the quality of the content and the quality of the experience. And I can tell you, we know firsthand that if we can get customers to engage with us, we can keep them at an improved rate. Then those customers that over a period of time we try to get back by enticing them with offers and things like that. Engagement is key here. And I just think that we continue to focus on getting better and better at that. I will tell you quite candidly, I still think there's a long, long way to go here where we'll have customers that call us, and when we say to them, why did you churn? They'll say, oh, I was looking for this or this. And we'll say, did you know we have a channel that has that? And whenever I hear that, it drives me crazy because it says we're not doing a good enough job making those people aware of what we have. With this connectivity that we're seeing now and return path data, we can and will do a much better job at that, and I think that bodes well. I also think, though, Barton, that the economy is clearly better. And then, within those numbers, there's just some blocking and tackling and we did a lot better. And I'm proud of our team. Our team did a great job but I'm not ready to declare victory yet. And those competitors are still there and we'll just keep competing with them.

All right. But are your subscribers over-indexing for using these other services and yet they're still disloyal?

So, our subscribers, I can tell you, our subscribers use everything, okay? We find that they use a lot of different things. But I can also tell you that our subscribers spend an inordinate amount of time listening to our service when they're in the vehicle.

Barton, there's a big part of this, the services in many ways are sort of complementary. There's been times when you want to listen to your own playlist and then there's the times when you don't. But we are not just a music service. We have a lot of other content. And that's sort of -- you read a lot about lean-back experiences or lean-in experiences. And the fact is that personal music collections, which is really what the streaming services for the most part are about, have co-existed along radio for multiple decades and both businesses have done just fine. You've seen streaming get to absolutely massive listening levels in the U.S. It's over 170 million people now. And the fact is that the competitive landscape and the interplay between them, it's pretty much laid out in the marketplace now and everybody is performing the way they're performing. Jim's comments are 100% on. We've been driving this business hard for a long time and we'll continue to drive it hard. And while the services in many respects are complementary, we also will compete. So we'll just go out there and slug it out every day with everybody else. And hopefully, we'll continue to deliver the great results in the future that we've been delivering for you for a long time.

And so, Barton, final point, I've been here almost 14 years. And during those 14 years, I've seen a couple of moments where people have said, oh, competition and what's it going to do. And yet you look at the unbelievable things that have occurred over the last 10 years. The unbelievable surge in technology and yet you still look at the number of people that listen to AM/FM radio every day, okay? And honestly, that's the area I think that's got a problem. If they don't vastly improve their product, that's the area where I think listener hours are finally going to come or finally going to shift away from to other things. If you really want to know where I think inevitably shakes out.

Okay. Thank you, Barton.

Okay.

Thank you, everybody, for participating in today's call and we'll speak to you offline and next quarter. Operator, thank you.