Good morning, and welcome to SiriusXM's Third Quarter 2019 Results 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 would like to turn the call to Hooper Stevens, Senior Vice President, Investor Relations and Finance. Mr. Stevens, please go ahead, sir.

Thank you and good morning everyone. Welcome to SiriusXM's 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 as usual management will be glad to take your questions. Scott Greenstein our President and Chief Content Officer; and Jennifer Witz our President of Sales Marketing and Operations will also be available for the Q&A portion of the call. I would like to remind everyone that certain statements made during the call might be forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These and all forward-looking statements are based on management's current beliefs and expectations and necessarily depend upon assumptions data or methods that may be incorrect or imprecise. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially. For more information about those 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 remind our listeners that today's results will include discussions about both actual results and pro forma adjusted results. All discussions of pro forma adjusted operating results assume the Pandora transaction closed on January 1 2018 and exclude the effects of stock-based compensation and certain purchase price accounting adjustments. I'll hand the call over to Jim Meyer.

Thank you Hooper. Good morning. SiriusXM delivered an excellent third quarter across the board with robust subscriber growth and solid expansion of EBITDA and free cash flow. Revenue was up 7% and exceeded $2 billion for the first time ever. Adjusted EBITDA also set a single-quarter record by climbing 12% to $657 million. With these great results I'm pleased to increase our full year guidance for all of our financial metrics and strongly reiterate our guidance for self-pay subscriber growth. Our third quarter SiriusXM self-pay net additions of 302000 climbed a bit sequentially and year-over-year. I'd like to emphasize how strong our churn performance was in the third quarter. Though it rounded down to 1.7% I was extremely pleased we were able to get some improvement over last year's phenomenal third quarter churn rate. And with some acceleration and gross adds in the third quarter the growth in self-pay net additions both sequentially and year-over-year was no small feat as we faced headwinds from a much larger base. Needless to say I am quite confident we will attain our full year guidance of approaching 1 million self-pay net additions. The Pandora acquisition has very quickly increased our scale to approximately 100 million users. We're already using this additional scale to speed up improvements to our digital products both in car and out of car and to attract and promote new content. As an example over the summer we started driving plays of Lewis Capaldi's Someone You Loved to our 100 million listeners igniting the pickup of the song on streaming platforms and ultimately radio plays that brought it to #1 on Billboard last week. The Pandora acquisition has broadened our skill set to include an advanced market-leading digital advertising business which I'll talk more about later and has made us…

Thanks Jim. Good morning everyone and thanks for joining the call. SiriusXM's strong start to 2019 continued into the back half of the year. We added 302000 self-pay net subscriber additions and had our best third quarter for total net additions since 2016. Pro forma revenue grew 7% and adjusted EBITDA grew 12% year-on-year to an all-time high of $657 million. As I discuss the results for the quarter I'll focus on the pro forma results which combine the 2 companies for the full quarter in both years. Third quarter auto sales were up slightly at 1% with SAAR unchanged coming in very strong at approximately 17 million. Our penetration rate exceeded 72% in the quarter just slightly above our second quarter rate and we remain confident that our pen rate will reach 80% next year. The installed base of vehicles grew 11% year-over-year to 123 million or approximately 47% of the total cars on the road in the U.S. The used car penetration rate was approximately 44% in the quarter jumping 400 basis points year-on-year and helped lift self-pay gross additions from the used channel to 39% of the total up from 36% in the prior year period. Used car trial starts continued to grow solidly 9%. Used car pen rate will increase steadily over the next several years as it climbs to match the new car pen rate. At the end of the quarter the total trial funnel stood at a record 9.9 million. Self-pay net additions at SiriusXM in the quarter were approximately 200 -- 302000 brought to self-pay base to more than 29.6 million subscribers. Conversion rates in our new and used car business remained strong at just below 40% and in the mid to upper 20% range respectively. Churn in the quarter rounded down to…

[Operator Instructions] We will now take our first question from Vijay Jayant from Evercore.

It's James Ratcliffe for Vijay. Two if I could one on Pandora and one on SiriusXM. On Pandora you've had -- ad revenue per listener looks to be up about 13% year-on-year so clearly monetizing better. How much more room do you have to grow that? And what are the prospects for at least stabilizing advertising listeners on the Pandora side and how do you get there? Secondly on the Sirius side any incremental color on 360L in particular? What conversion rate you're seeing versus vehicle -- comparable vehicles with standard radios operating expense impact et cetera?

So let me try on 360L and then I'll turn it over to David on a couple of your Pandora questions. I know we've had 360L product for quite a bit out there. We're beginning to see the conversion of the very first generation of that. It's a very small quantity. So James honestly I don't -- I haven't reached any conclusion that's meaningful for you. We are seeing significant now buildup in 360L as we announced last quarter with GM beginning to deploy. And so I would expect to get more visibility and certainly a much bigger base kind of late spring early summer next year that we can probably see. In terms of color on 360L the color is the same as I've always said. And our announcement with Nissan today is just - the beat goes on one more. 360L will continue to steadily roll out with every single one of our partners over the next 5 years to where it ultimately is every single one of our cars. And so we're really pleased with how it's going. Obviously we constantly tinker with it to make it better but I'm really pleased where that is. Dave do you want to take the Pandora question?

Yes. So in terms of the ad revenue per listener James the Pandora product really delivers for advertisers from an ROI perspective and so the team is able to really get premium pricing out of that; there isn’t a lot of audio capacity out there that delivers the way that Pandora does. That being said I think in terms of increasing effectively prices in that segment we feel the same way about that that we do about trying to increase subscription prices. You got to fight hard against a lot of competitors every day to sort of keep your book of business. And so we're not looking to just sort of jack the prices. We do think that it's a premium product with great ROI. It already monetizes a premium for audio and so we just intend to have the sales team keep banging away at the inherent benefits of advertising on the Pandora platform. But all that being said there's a lot of room for off-platform growth in the business. And so we think the ability to continue sort of driving monetization not just with our inventory but with others is a huge opportunity for the company. In terms of stabilizing the audience I mean you've been hearing us talk about this for a few calls now and it takes a while. We got to invest in content, we've got to invest in distribution partnerships different sort of management disciplines to look to stabilize this audience. It's been a long time in the making. It's a 5-year path to a 20% decline in audience. And we fundamentally believe that's because while there's a tremendous amount of great content on there you can put better more interesting more engaging content out there and we fully intend to do that. We think you can engage the customer in different ways. And so just stay tuned and we'll keep you posted.

Yes. I think that's well said Dave. And the only thing I would add is David said -- there is a lot of competition -- a lot of good competition out there which we respect. But we think we have a game plan James to deal with this and we'll keep at it.

We will now take our next question from Steven Cahall from Wells Fargo.

Yes. Maybe just first on subscription. Self-pay net adds I know you'll probably guide in January. But maybe I was wondering if you could give us a bit of preview as to what you're thinking especially in light of your expected higher penetration rate for next year and what you're seeing in terms of SAAR? And then on the SiriusXM ARPU I think it was up around 19% on the subscription side excluding connected vehicle this quarter. I think there's still some MRF rolling through there. So can you just talk about how we should think about subscription ARPU for the medium term? Does it revert kind of back to inflationary rates? Or do you still like the pricing power here? And just relatedly on the ad side it seems like that grows to mid- to high single digit all the time. So is the SiriusXM ad ARPU also a continued growth driver?

So I'll take the first one since David has taught me this one which is we'll give our guidance in early next year. David can you take the rest of them?

Yes. So on the subscription ARPU I mean we've been saying this for a long time that rather than look at any particular quarter and sort of how it looks I think the better thing is to kind of take a step back and look at what we've done over the course of the last 8 - 9 years. And what you see while there's a couple of spikes in it averages out to about 2.5% of inflation and the underlying prices per year. And we think that's probably a good place to stay.

And I'll just make a comment. On the SiriusXM advertising sales we're quite pleased. We're -- there we are seeing high single digits to low double-digit growth.

Yes, low double-digit.

Yes. And we're pretty pleased. We drive that team hard. We're expecting a really strong fourth quarter out of them and good growth next year as well. So it's a really bright spot for us.

We will now take our next question from Jessica Reif Ehrlich from Bank of America Merrill Lynch.

Couple of questions. The first one on podcasting. It seems like a really big focus for you and there are a number of different entities, different companies investing in this area. Can you just talk about your level of investment over the next couple of years? And how would you define success for Sirius in this area in the content round for you? Second question is you've made such great efforts to expand outside the vehicle. And as you said you just made a deal with Google Home for in-home, you have the deal with Alexa. Can you talk about how much has the in-home usage increased given the proliferation of smart speakers? And I guess the third and final one is we sort of noticed that Sirius for Business [indiscernible] for the restaurant. And you don't really talk about that very much. But as you're focusing more attention outside the vehicle how big of an opportunity does this commercial area represent?

So Jessica it's Jim. I'll take a couple of them then I'll turn it over to -- Scott and David can weigh in. The -- I'll take the last one first. We do have a SiriusXM for Business. It's relatively small. It's one that -- frankly we're right in the middle of our business planning process now and we continue to really look at how we might be able to amplify it. There's not an obvious path to do that. We're kind of happy with where it is right now and I would expect it'll just kind of grows. It's low growth. It is a good product. We continue to look for opportunities there. But it's one that -- we've even looked at acquisition opportunities. It's just not obvious that I've seen anything that's impressed me. But it is a good little business for us. Going back to podcasting I would say first and foremost the word I've used with our team is discipline first and foremost. We're taking a very disciplined approach to this. I think there are 2 sides to success -- there's actually 3 sides of success in podcasting in my mind. First and foremost is building a very robust structure. And by that I mean technical structure that can support that business in the way we think it needs to be supported including with the ad technology that we think is necessary to tailor the ads and a lot of those things. Our teams are working right now on what we believe is a solid road map to do that. That road map may involve us doing some small things with some outside partners. I don't know yet or we may do it all ourselves. But I would expect to have more visibility to that here…

Just two quick things. One on the -- I obviously agree with what Jim said. Our strategy at Pandora and Sirius on podcasting is no different than any of our other content strategies. We want to find the best content that will truly make a difference and also act as a fuse to have our listeners find other content. So that will continue. The fact that a lot of big names, many big names, both individual and brands are in the business is the opportunity that we're most excited about. Given that most podcasts are put out for free on an RSS feed Pandora quietly has accumulated -- approaching 7000 very good podcasts already. So that on virtually or no or limited economics the tonnage will be there like everybody else. The [Marvels] [ph] and others will make a difference. The other point is once Pandora -- and it's not a question of if it's when. Once Pandora's algorithm is able to align your music pace with your podcast and you can surface podcasts the way they surface music it's an entire different game because as the music industry learns soon enough the issue is whether you can curate well and surface well when there's a tremendous amount out there. And we think we'll be in that game as well as the quality game. And obviously as David and orders touched on the ad monetization potential podcast on and off-platform we think we're well suited for it.

So in the level of investment Jessica we don't expect the investments in podcast to really alter the way we invest per dollar revenue. And -- though we will monetize the podcast so there's enhanced monetization. You talked about definition of success. Audience engagement is something that we're going to be looking at. And so yes I don't think you should think of the investments in podcast. It's fundamentally changing the economic trends of the business. And your last thing about expanding listening outside the vehicle we get a lot of that going on in the -- it's funny -- it's a little hard for us to say how much of it is going because we don't know how much people listen on the satellite right? So we know how much they stream and streaming is definitely up and up significantly and we're thrilled with the audience engagement. And -- but in terms of share of the overall since we don't have visibility on the satellite side it's kind of hard to measure.

And I guess one last question. When is the big Drake reveal?

Well I think we'll have more say about that in -- around the consumer electronics -- around early -- in early January.

That's correct.

Well we're working hard.

And we'll now take the next question from Bryan Kraft from Deutsche Bank.

Wanted to ask you a question about content cost. You've increased the SiriusXM segment programming content budget by more than you have historically this year. Can you just help us to break down the primary areas that are driving the increased investment? And can you give us any sense of what the content cost outlook looks like beyond this year particularly as we think about the new initiatives you've announced with Marvel Drake video et cetera? And how should we think about the returns on this investment going forward?

So I don't think there's anything that's going on in content cost that is different from the history. What you've always seen is that as content comes up for renewal we tend to have -- and since we do multiyear deals most often that -- we have a step-up in cost and then revenue growth overabsorbs that content over the next few years. And I think you should think about this year in the podcast investments in the same way.

Okay. So more of a kind of a normalized growth rate beyond this year it sounds like is what you'd expect?

Yes. That's exactly right.

Brian the only thing I'd point out to one thing I kind of blubbered up a little with my comments is -- I just want to reiterate we're really pleased to have FOX News re-signed to a multiyear renewal with us. We were able to do that deal with economics that certainly makes sense to us. But having that one FOX News is a really important part of our -- of what the SiriusXM listener base really demands. And having that back in place for several years now ahead of us at a cost that -- as David said we tend to redo these things and then there's a step and then it stays flat we're really pleased with.

And just one other point on that. As the content comes in our ad sales monetization skills as Jim and David referred to with both Sirius and Pandora are making a huge difference compared to years ago in monetizing the new content and the old content.

We will now take our next question from Ben Swinburne from Morgan Stanley.

Jim at a couple of conferences this fall you talked about churn as an opportunity ahead of the company and you guys have been highly successful at keeping churn low for a long time. But you brought it up twice. So I thought I'd ask you about it on the call because I think given the size of the base if you can move that number with simple math it really helps the growth of the business. So any more color on sort of the opportunity and how you get it between sort of pay or voluntary and non-pay and help us think about that? And I just wanted to come back to Marvel because I'm sure there was tons of competition for this IP. So from -- maybe from Scott's perspective anything you can share with us on how you use the relationship with Marvel or the brand to drive the business? And it would seem like just given the impact that that studio has had on the entertainment business and the consumer it's a pretty big partnership for the company. I'm just wondering how you're thinking about leveraging that to its fullest extent?

So Ben you're 100% right on churn. I mean it is -- the dirty secret of a very large subscriber business is churn. And the management of churn obviously I believe is -- as key indicator of anything and how the business -- how a large subscription business is running. We're really pleased with where we are. Frankly almost everything we're doing in terms of adding value and -- like things like making streaming available to virtually all -- most of our subscribers at no charge are aimed at the initiative of improving churn. We know the more people listen the less likely they are to churn. So we're putting all those things together. I have -- it certainly is my premise that that can help but it -- but help churn. There is a force going the other way which is vehicle turnover continue -- as the fleet gets bigger the percent of our churn that becomes a vehicle turnover gets higher. And so really what you need to look for that offset is more in the used car growth as opposed to in the churn number. So we're really focused on this. I think we're probably comfortable with what we've said. We are comfortable with what we've said on churn. I'm not ready to lower that and certainly as to what ranges we think about. But it is in my opinion the single biggest area that we can influence I think that could help us steady and drive our growth. In terms of Marvel Scott is there anything you want to...

Sure. So Ben a couple of quick things. One yes it was obviously competition. Why wouldn't it be? Every field they've ever [entered] of media they've made a difference. And audio is sort of the last field I think that they're not in a significant way and now they are. So that was good. And the factor with Marvel and the NFL which I don't want to get lost sight on this is there's a lot of digital audio players that are largely algorithmically driven. Marvel's single biggest factor and they referred to it with SiriusXM's long history of audio production and the quality of that was the same factor with the NFL coming here. So we're excited about that. And obviously since the Marvel announcement it has led to other high-quality brands being interested and we're looking at those judiciously but it's nice to have the opportunity to have them come in to look at.

We will now take our next question from Kannan Venkateshwar from Barclays.

So a couple I guess. Firstly if you think about your subscriber guidance for the full year compared with the normal seasonality as well as -- I think your trial growth this quarter was really strong compared to growth typically that we have seen. So why is the guidance to that $1 million why not higher? Because it seems very conservative relative to what you guys have done in the first 3 quarters. And then secondly when you think about some of these newer deals that you're doing with car automakers like Nissan for example are the structure of these deals any different? Because Nissan also signed a deal with Google recently. So how are they approaching 360L and all the other deals that they are doing? Is it any different from the past deals you guys have done?

Okay. So let me take the latter one. In terms of the auto deals I guess I'll start with -- I think without sounding arrogant I don't want us to sound -- I think we understand as well or better than anybody what the entertainment and infotainment landscape looks like in the vehicle for many years to come. And so we're well aware of the deals you referenced with Google and others. By the way our -- the deal with Google in that particular pace is for what Google is calling GAS Google audio -- Android systems. And I think Google has decided on a strategy. That strategy quite candidly at least in my opinion doesn't conflict in any way with our strategy. And so -- and by the way it's quite nice for the automakers. It helps them both innovate faster and offload frankly a lot of their -- and the recalls that they've been spending for years to get their tier 2s to move with them along their development. So I get why they're doing that. We are acutely aware of what these things are that are happening in the transition of technology. I think what you should assume what's really important to us and where the deals I think have changed from the ones that we did 10 years ago and 5 years ago is we're not just asking for penetration commitments we're also very aware that where you're placed on the screen and how the customer finds your service in the vehicle is crucial. And so that's why the 360L part is so important. It's not just about 360L yes. It's -- we want that to be the primary screen where the consumer gets our service so the experience is the best and very early on. Because I can tell you these screens are going to get quite complicated. And so yes the deals have changed to where it's not just penetration it's prominence and placement as well. And I think we've been -- we're acutely and pretty successful with that. You want to take the question on the guidance? I want to say our guidance is our guidance.

Yes. And that's pretty much true. The -- it's one of -- we're giving guidance on net adds right? And we have a huge funnel for the growth side. And as Jim mentioned before we got a large subscriber base business. And a few basis points difference in churn produces a big impact too. So it's one of these things where we are very cautious about the net add guidance we gave because it only takes -- if each of those things go just a tiny bit the wrong way it has an outside impact on net adds. And if they go the right way it also has an outsized impact in net adds it's just that that one's more fun than the former. So look it's nothing more than -- we're very looking at the rest of the year. We are confident of making the $1 million. And we'll see what happens in the next 60 days.

Yes. And I just -- I'll add just one more color because it goes exactly into David's point of -- one that quite honestly I don't know what it's going to mean in the next 60 days. I know what it means -- it doesn't mean anything midterm. But GM announced 2 days ago that they missed production on 300000 vehicles while they were on strike. Those 300000 vehicles got to work their way through trial funnels and be rebuilt. We don't know what the timing of that is. We don't know whether there was a miss at retail while those -- while that strike went on. We'll get far more visibility on that certainly over the next 4 to 6 weeks. We factor that into our thinking and -- but that's just one element of why I think our guidance is far more sophisticated than you might think.

We will take our next and final question from Jason Bazinet from Citi.

I just had two questions. Can you remind us when the last car that's tuned to the Sirius satellite will sort of die and sort of free up those 2 satellites to pursue something new?

I think they never die.

My second question is you guys have been pretty consistent over 10 years or so about not believing there is an international opportunity for your business. And I just wonder as things -- as you focus more on out of car as the mix of your consumption moves more towards IP and away from satellite are you still as [convictive] as you have been in the past that there isn't a bigger international opportunity?

I'll take the second one and David will take the first. So I'm still pretty convinced that that's not a focus area for us. We still look at it. We still look at opportunities. Quite candidly with megastars a lot of mega -- they want to talk about worldwide distribution instead of regional distribution. The great news is that North American market is so large that -- and so affluent that it offsets that. I can tell you I haven't seen anything yet on international opportunities that certainly -- we're certainly not afraid of it and we certainly have the money to do it. We just haven't seen anyone yet that really works. But that said I'm not going to rule it out. We'll keep looking but I doubt it. David do you want to take the first one?

Yes. Sure. So yes so we're really hopeful that the last time the Sirius platform didn't die for a really long time. But maybe I can answer it in 2 different ways. The Sirius fleet the low-band fleet is already at its peak in the field right that there are -- most of the current production is actually on the XM chipset and so the Sirius fleet has sort of reached its peak and will begin to work its way down. There are a lot of active revenue-generating subscribers on the Sirius platform. And we expect that to remain the case for probably another solid 6 7 years. I think the last of the OEMs to leave the Sirius platform from a new production perspective is just maybe 1 year to 2 years away and there is a real big drop in production on the Sirius platform in the course of that sort of the next year. And I just can't remember if we have a straggler in '21 production or '22 production. There's a little bit in there. But the way you can think about it is in terms of when would we enter the window of considering changing the content and giving people with Sirius radios effectively and XM Radio and change the content on that satellite that's again probably a good 6 7 years away.

Thank you everybody for participating in today's call and we'll speak to you soon.+