Hooper Stevens - Sirius XM Holdings, Inc. James E. Meyer - Sirius XM Holdings, Inc. David J. Frear - Sirius XM Holdings, Inc. Scott Greenstein - Sirius XM Holdings, Inc.

Jessica Jean Reif-Cohen - Bank of America Merrill Lynch Amy Yong - Macquarie Capital (USA), Inc. Bryan Kraft - Deutsche Bank Securities, Inc. Vijay Jayant - Evercore Group LLC Barton Crockett - B. Riley FBR, Inc. Jason Boisvert Bazinet - Citigroup Global Markets, Inc. Brian Russo - Credit Suisse Securities (USA) LLC

Good morning and welcome to SiriusXM's Third 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. Hooper Stevens - Sirius XM Holdings, Inc.: Thank you and good morning, everyone. Welcome to SiriusXM's third quarter earnings conference call. Today, Jim Meyer, our Chief Executive Officer, will be joined by David Frear, our Senior Executive Vice President 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 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 part of this call, the participants may comment on the proposed merger, involving Sirius XM Holdings and Pandora Media. SiriusXM intends to file a registration statement on Form S-4 with the SEC, which will include a proxy statement of Pandora and a prospectus of SiriusXM, and each party will file other documents regarding the proposed transaction with the SEC. 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. With that, I'll hand the call to Jim Meyer. James E. Meyer - Sirius XM Holdings, Inc.: Thanks, Hooper. Thank you and good morning for participating in today's call. I can't think of a more exciting time for all of us at SiriusXM and I'm thrilled with the results we were able to deliver in the third quarter. With this momentum, I'm once again pleased to increase our guidance for 2018 subscribers, revenue and EBITDA growth. We are driving more subscribers through a bigger enabled fleet and maintaining our strong content lineup as you would expect us, both of which position the company for tremendous future success. But we're going even further with our proposed acquisition of Pandora Media, our investments in 360L, our next-generation in-vehicle platform and our vastly expanded push to drive engagement outside of the car with better streaming apps, including our new marketing agreement with Amazon. SiriusXM added about 300,000 net new self-pay subs in the third quarter, similar to the level we attained in last year's third quarter. We overcame the headwind inherent to a bigger base by achieving one of our lowest ever churn rates for any third quarter and our self-pay base now stands at 28.5 million subscribers with total paid subscribers reaching 33.7 million. David will speak more about the financials, but I'm thrilled we attained our highest ever quarter of revenue at $1.47 billion, our highest ever adjusted EBITDA at $589 million and our highest ever EBITDA margin, reaching 40% for the first time. We attained this margin by coupling strong revenue growth with equally impressive expense management. Auto sales continued at a high level in the third quarter, with a SAAR of about 16.9 million units, and I'm hearing in my conversations with the OEMs they expect solid numbers to finish out this year. Our OEM relationships remain strong. Since the start of the third quarter alone, we extended agreements with Audi, Jaguar, Land Rover, Mazda, Mercedes-Benz and Volvo. As you might expect, with these OEMs and others, we are planning the future of our service in their vehicles well into the 2020s. We are receiving higher penetration commitments at some OEMs, more firm 360L deployment schedules and in some cases, improved financial terms. Car buyers love SiriusXM and OEMs have recognized this by agreeing to prominently place us in the dash for many years to come. Next year, we will make meaningful progress on additional 360L rollouts as we cycle into the 2020 model year. We prefer to let our OEM friends make their own announcements and I expect they will be doing that as we approach these higher deployments in the back half of 2020. A few years ago when SiriusXM began to invest in the connected vehicle services business, I told you it would be a marathon, not a sprint. And now, you can see us making tangible progress in ramping our CV services unit, which provide safety, security and convenience features to consumers at 12 different automotive brands. We are now achieving strong double-digit revenue growth here and seeing positive cash flow contributions from this business. Several OEMs, including Fiat Chrysler, Nissan and Toyota, are ramping penetration of our CV services in their vehicles and we can't be more thrilled at how this long-term investment is now paying off. This is yet another way that we also remain important to OEMs as they assess their entertainment and connectivity ecosystems. At Automatic Labs, which we acquired last year, we have an aftermarket solution to enable smart services in almost any car on the road. And here, we are also following a very deliberate strategy. Automatic recently launched a new Dealer Program to significantly grow our distribution and it's already live at several pilot dealerships. This program enables dealers to offer car buyers three years of free crash alert and connected main services as well as free premium services like roadside assistance for six months. We expect dealers will recognize the opportunity to improve their long-term relationships with their customers and hopefully encourage repeat buyers. I've always been a student in the importance of a good distribution model. For years, the OEM market has served SiriusXM extremely well, first in the new channel, then in the used and significant growth opportunities still exist for us with the OEMs. But with the ubiquity of smartphones and the growing population of connected devices like smart speakers, enormous new opportunities to consume audio are being created. Audio is thriving like never before. This has created opportunities for many new businesses to flourish and for existing businesses like ours to evolve and grow in new directions. And let me reiterate, this is not a zero-sum game. The entire pie of audio consumption is actually growing. Clearly, we remain focused on extending our winning position in the vehicle, but we are also following through on our efforts to drive engagement and subscribers out of car as well. When SiriusXM's existing subscribers use our service elsewhere, it's bound to increase the value proposition and make our relationship stickier. And by deploying our unmatched content lineup across improved apps and ever more connected devices, we now have an opportunity to grow with customers who may want a subscription that isn't tied to a vehicle. In June 2017, we first launched the SiriusXM Alexa skill set to enable our service on Amazon's Echo devices. It's clear to me that audio on these smart speakers just clicks. It works beautifully. We immediately found traction with hundreds of thousands of our subscribers rushing to use the service on Amazon's devices via the easy-to-use Alexa voice interface. As we began to contemplate a further push out of car, part of our Bring Us Home campaign, we knew that collaborating with a skilled distributor like Amazon could drive a significant lift to our service outside of the car. And Amazon knows that diverse audio program is probably the biggest value driver today in the smart speaker universe. Last week, we announced a new promotion that allows existing Echo owners to easily obtain a free trial of SiriusXM. We are also bundling a free third-generation Echo Dot with six months or greater service commitments to our streaming-only or All Access plans. We are thrilled to be working with a dynamic company like Amazon, and importantly, we're not just present on their platform, but actively cooperating with them to cross promote and market to their base. I've always said I just want people to listen to our service wherever they want, however they want, and it has to be easy. There's more to come between SiriusXM and Amazon as we think of additional ways to extend this relationship. So stay tuned. All of these efforts in technology and distribution would be for naught without our creative team, all of whom who work tirelessly for our subscribers, casting a wide net to capture and create the best audio programming available. We continue to launch specially created music channels from major artists that have proven to be a hit with our listeners such as Dave Matthews Band Radio. We presented fiery live performances just for subscribers like The Killers in the Hamptons, curated a special channel all summer long from The Beach Boys, and then topped it off by reuniting them for the first time in years for a special Town Hall in Hollywood. We've added provocative talent in talk and sports with a daily show from CNN's Chris Cuomo where callers can reach him directly; a new show from Hall of Famer Reggie Jackson; the return of Brett Favre's very popular show on our NFL channel, and we've added a new program highlighting women in sports. And while we know that sports fans love us, we work harder than ever to get them closer to the teams they follow. For that, we've just launched two exclusive sports channels, SiriusXM Big Ten Radio and SiriusXM Big 12 Radio, that will deliver fans and alumni across the country in-depth access to Big Ten and Big 12 focus sports, talk and news plus extensive live game coverage. These channels join SiriusXM's unparalleled lineup of college sports programing which now features the all-college sports channel, ESPNU Radio, plus 24/7 channels focused on each of the Power Five athletic conferences: ACC, Big Ten, Big 12, Pac-12 and SEC. Quite honestly, with the result – with the recent addition of these conference channels, we dominate college sports coverage. SiriusXM clearly has a great collection of content to match its excellence business model. The company's high monetization and high variable margins let us make more and more cash flow as we grow bigger. This is a business that is humming along and it throws off cash in a highly predictable way that investors love, and we continue to give that cash back to stockholders, $334 million of share repurchases in the third quarter plus nearly $50 million of dividends, because after all, it's your money. Let me be crystal clear about this. Nothing is changing in our capacity or our commitment to continue making significant capital returns to our stockholders for years to come, but we're also investing in future platforms, hiring talented data scientists and software developers and constantly seeking out new content our subscribers will love. All of this we do and we'll keep doing. This quarter, I'm pleased we were able to make a much bigger step towards setting the future path of our company with our proposed acquisition of Pandora Media. Over the years, Pandora has built a huge user base of approximately 70 million Americans and scaled a $1-billion-plus advertising business. Over the past year, Roger Lynch and his team have taken important steps so that Pandora's business will thrive in the future. By sitting on the board for the past year, we've learned a tremendous amount about Pandora's business, and we've concluded we can do many things better together versus apart. Number one is the ability to cross-promote across the two platforms that could come from sharing of listening data and contact data. In addition, at SiriusXM, we are running about 23 million trials in new and used cars this year. And the truth is the flip side of our conversion statistics will tell you that most people don't want to pay for radio at the end of the day. I feel there is a strong opportunity if we can link non-converters back to a Pandora or maybe a Pandora with a bit more content in a way that makes our combined business bigger, better and more profitable. There are many ways we believe that one plus one will exceed two very quickly and we plan to give you additional color on that over the next few months. Last Thursday, we filed for Hart-Scott approval of the Pandora acquisition. This morning, the go shop period of our deal with Pandora expired uneventfully. We're planning to get together and sharpen our pencils on our integration plan very soon. We and Pandora expect to file our S-4, which includes the proxy statement and prospectus with the SEC in the next few days as Pandora moves towards a stockholder vote later this year. We continue to expect to close in the first quarter. Last week, while I was out in Oakland for a Pandora board meeting, I had the privilege of speaking with a large group of Pandora's talented employees. It was fantastic to talk about our shared future, what we can do with all of our financial resources, vast troves of data, unmatched content, enormous user bases and some of the most talented people in radio and technology. I am confident that together, these two companies will be even stronger. In the meantime, it's full speed ahead at SiriusXM with a laser focus on reaching or exceeding our new higher 2018 guidance, exactly as you would hope and expect. With that, let me turn it over to David. David J. Frear - Sirius XM Holdings, Inc.: Thanks, Jim. Good morning, everyone, and thanks for joining the call. SiriusXM continued this year's strong results as we moved into the back half of 2018. Strength in converting our trial funnels and retaining subs with a better churn rate produced nearly 300,000 self-pay net adds in the quarter. Auto sales year-to-date are up slightly over 2017 despite the softer third quarter and are still tracking toward a remarkably healthy 17 million units. At the end of the quarter, over 113 million vehicles on the road were equipped with SiriusXM-enabled radios, growing 13% over the prior year and representing approximately 43% of all the cars in the country today. Our used car penetration rate recently hit 40%, approximately 400 basis points above the prior-year period. As this rate nearly doubles to eventually match the new car penetration rates, we expect our enabled fleet to exceed 200 million cars over the coming years, growing more than 80% from where it is today. Total trial starts in the quarter rose 4% to approximately 5.7 million, including 8.5% growth in used vehicle trial starts to over 2.3 million. The total trial funnel stood at more than 9.2 million at quarter-end, up nearly 300,000 over the third quarter of 2017. New car conversion rates were about 39% and used car rates were in the high-20s for the third quarter. Self-pay churn continued the year's extraordinary performance. Churn rolled in at a rate of 1.75% for the quarter, the lowest third quarter churn performance on record. The decrease over the third quarter of 2017 was entirely driven by reductions in non-pay and other voluntary churn. We actually had fewer deactivations for those categories despite our larger subscriber base. We ended the quarter with 298,000 self-pay net additions, bringing the self-pay sub base to 28.5 million. Total net additions in the third quarter were 198,000 as paid trials declined 100,000, resulting in a total paid subscriber base of 33.7 million. With self-pay net additions totaling nearly 1 million year-to-date, we're taking our full-year guidance up to approximately 1.275 million self-pay net subscriber additions. Reported ARPU of $13.48 grew nearly 1% in the quarter or 2.3%, excluding the $0.24 headwind due to the new revenue recognition standard effective January 1. With the strength of our subscriber growth, total quarterly revenue increased more than 6% to nearly $1.5 billion or 8%, excluding the new accounting standard. With just over two months left in the year, we're increasing our full-year revenue guidance to approximately $5.725 billion. Contribution margin in the quarter was 69.8%, down nearly 1.5 points versus the third quarter of last year with lower customer service and billing and cost of equipment as a percentage of revenue and the accounting change, partially offsetting higher revenue share and royalty expense resulting from last December's CRB decision. Subscriber acquisition costs dropped 8.4% from the prior year's quarter due to reductions in OEM hardware subsidy rates, lower chipset cost and the effect of the accounting change, resulting in SAC per install less than $24, an all-time low and 20% less per vehicle than in the prior-year period. Total SAC expense as a percent of revenue was only 7.5%, also a record low. Remember, subscriber acquisition cost is primarily composed of the cost of installing radios in new car production. While we love growing auto sales, the silver lining in flattish new car sales is that SAC declines as we continue to roll out new lower cost technology in automotive production. Adjusted EBITDA grew 7% to $589 million, an all-time record, and our quarterly adjusted EBITDA margin grew to 40.1%, exceeding our 40% target for the first time ever. Despite the significant headwind created by last December CRB decision, discipline and excellent execution drove every other expense line item to be lower as a percentage of revenue than the prior year. More importantly, our improved margins do not come at the cost of not investing in the future. As Jim has discussed in every call, we continue to invest in new content, products, features and services to drive future growth opportunities in our core business. You can think of our pending acquisition of Pandora in the same way, an investment in new products to drive future growth. Based on this performance, we feel confident in taking our full-year adjusted EBITDA guidance up to approximately $2.2 billion. In the third quarter, we converted 49% of our adjusted EBITDA into free cash flow, which totaled $288 million, down 34% year-over-year due to the previously-announced onetime lump sum payment of $150 million to resolve nearly 10 years of outstanding statutory license claims for sound recordings. Despite this onetime item, we remain confident in achieving our full-year free cash flow guidance of approximately $1.5 billion. Third quarter net income, which grew 24% to $343 million, was also impacted by a $44 million unrealized loss associated with the change in fair value of our Pandora investment in addition to approximately $89 million of tax savings, resulting in a 3.3% effective tax rate in the third quarter. The low third quarter tax rate was driven by savings from the Tax Act in addition to benefits from share-based compensation and a $65 million benefit from state R&D tax credits. We expect our full-year 2018 effective tax rate will be approximately 17%, while our longer-term tax rate should be approximately 24%, absent such further benefits in the future. In the third quarter, we spent $334 million to repurchase approximately 48 million shares and paid nearly $50 million in dividends to stockholders. On October 9, we announced a 10% increase in our quarterly dividend payable in November, the second such increase to our dividend on the anniversary of its introduction two years ago. Total debt now stands at approximately $6.6 billion, with no bond maturities until August 2022. At the end of the quarter, our debt-to-adjusted EBITDA was just 3 times, and we had cash on hand of approximately $46 million and undrawn revolver capacity of over $1.6 billion. Our strong capitalization and ample liquidity provide us flexibility to continue to invest in our business, making strategic investments in further capital returns to stockholders. With that, operator, let's open it up for questions.

At this time, we'd like to open the call up for questions. We'll pause for just a moment to compile the Q&A roster. And your first question comes from Jessica Reif with Bank of America. Jessica Jean Reif-Cohen - Bank of America Merrill Lynch: Thank you. I have a couple of questions. On the programming cost and the content cost, is there anything specific in the quarter going on or should we expect that to continue to decline despite increased – it seems like you're rolling out a lot of new programming? And then, second, on the Amazon deal – I'm sorry. Can you hear me? David J. Frear - Sirius XM Holdings, Inc.: Yeah. You were a little garbled. Yeah. Jessica, it was a little garbled. Yeah. I know you asked about content cost, anything special. Was there another cost item you asked about? Jessica Jean Reif-Cohen - Bank of America Merrill Lynch: There was also one on the Amazon deal, if there's any color that you could give on SAC or revenue share? And Jim said this is the first step. The press release actually says that as well. So can you talk a little bit either about the Amazon deal or how you'll approach other opportunities for in-home? James E. Meyer - Sirius XM Holdings, Inc.: So, Jessica, this is Jim. Let me start, and then David will come back to your question on cost. Okay? The Amazon deal does not – remember, we don't give the details of our distribution deals. Okay? The Amazon deal as it's structured is a pure promotion deal among both of our platforms as it looks. Obviously, we're cooperating together to help deploy our free trials among their millions and millions and millions of users. And at the same time, we've agreed to help them deploy in a big way their brand-new Echo Dot 3, which by the way is a tremendous product if you haven't used it, across our user base. I think it's a great first step in other things we've talked to Amazon about. You can kind of think those through pretty easily, Jessica. Obviously, Amazon has had success as a reseller of other service providers' services. We certainly don't have an agreement to do that yet, but that would be something we both might talk about. And then, we talk quite a bit about the Alexa voice interface and areas where perhaps we can work together to help with its deployment. That's just one example or two examples of where that relationship might go. Furthermore, I think you've hit on a kind of a double-edged question, and that is I would expect us to announce more distribution-type arrangements over the next several months as we are intently focused on making our products significantly easier to access and to use anywhere customers want it. And we will work with any kind of a distributor that shares that vision with us. David J. Frear - Sirius XM Holdings, Inc.: Right. And on the – on the content costs, Jessica, there's nothing special that happened in the quarter. We continue to have all the content. There is an adjustment that runs through the quarter that disturbs the second to third quarter relationship that has to do with a change in the way the FASB accounts for non-employee-based stock options. And so, we sorted through that in the quarter and there's an adjustment running through. We can circle back around you with more on that later. Jessica Jean Reif-Cohen - Bank of America Merrill Lynch: And then, can I just throw one last question? And I think Scott is on the call. Scott Greenstein - Sirius XM Holdings, Inc.: Yes. Jessica Jean Reif-Cohen - Bank of America Merrill Lynch: Can you give us any color on what's going on with your video products? Scott Greenstein - Sirius XM Holdings, Inc.: Sure. So, Howard video, as most of you know, is up and running and getting significant traction among Howard fans and others with that. As Jim always stated, that was the first step in getting the video up working and running. We're busy in outfitting a number of studios and places for, what I'll call, live complementary video on that and we're excited for that. You see the pickup on the Sarah Silverman clip and other things that come out of video. And the combination of video clips are serving two purposes. They are great content for our subscribers, but they are also tremendous sort of snackable bites of what we do as they go out into social media and other free places that more and more access we have now. So, that'll be the plan, but there'll be other announcements on other video things connected with our audio platform as we roll out. Jessica Jean Reif-Cohen - Bank of America Merrill Lynch: Thank you.

And we'll take our next question from Amy Yong with Macquarie. Amy Yong - Macquarie Capital (USA), Inc.: Thanks and good morning. With the go shop period over for Pandora, I think a lot of us are anticipating some cost synergy numbers. Can you help us think through some of the buckets that you're looking at and maybe some of the top line revenue opportunities beyond the cross-promotional activities that you mentioned? And then, I guess, linking back, are there any obvious investments that as you look at Pandora that are needed? Thank you. David J. Frear - Sirius XM Holdings, Inc.: So, with the go shop over effectively at midnight last night, Amy, we're going to get started and sitting down with the Pandora guys and understanding their business a little bit better over the next few weeks. We still do have Hart-Scott outstanding. And then, until the Justice Department gives us the all clear, we can't really engage in actually changing anything there. But we will start the planning activities. We'll get going next week and then we'll have more to say in the future. We do expect that we'll find synergies between the business. We do expect that we'll find top line synergies. We expect there's going to be some cost synergies, but like we said in the last call, the deal isn't about cost synergies, it's about expanding the product set and we'll be back to you in future calls to talk about what we find and what our expectations are. Amy Yong - Macquarie Capital (USA), Inc.: Got it. Thank you.

And we'll take our next question from Bryan Kraft with Deutsche Bank. Bryan Kraft - Deutsche Bank Securities, Inc.: Hi. Good morning. I had two questions. First, how should we think about the OpEx investment that you need to make to support the new Automatic Labs' Dealer Program? Is that significant, where it will hit the P&L? And also, would you be paid by the dealers during the free period, the trial period prior to the car buyers switching to a paid subscription? And then, separately, I wanted to ask you what you're seeing so far with conversion rates on 360L. Is it still too early to ask that question or do you have any good data at this point? Thanks. James E. Meyer - Sirius XM Holdings, Inc.: So, Bryan, on Automatic, Hooper will have to get back to you on how the numbers actually were. It is not significant in our either 2018 or 2019 financials. I can tell you in all of our programs, there is a commitment from – a financial commitment from the deal. I'm not entirely sure which way it works. Hooper can get back to you with that. But I can tell you, I felt it was important to have that commitment. The dealers will pay more attention when they have a little more skin in the game than if it's just a kind of another one-off, right. And so – and I have to tell you, I'm really encouraged by our early signs here and think there's opportunity. I will caution you. I tried to be deliberate in my comments. This is going to be just like the connected vehicle business that we've launched through the OEM space. Our strategy is going to be slow and deliberate as we work our way through what works and what doesn't work, but I'm confident in the opportunity at the end. In 360L, the answer to your question is, yes, it's still too early to be able to give you any meaningful sound bites. I'm not aware that we have any of that that we're relying on. David, you... David J. Frear - Sirius XM Holdings, Inc.: Yeah. Yeah. Bryan, I mean, rolled out in Chrysler vehicles with a 12-month trial starting in the spring. So, we're really not going to see anything material until next spring. Bryan Kraft - Deutsche Bank Securities, Inc.: Okay. All right. Great. Thank you.

And our next question comes from Vijay Jayant with Evercore. Vijay Jayant - Evercore Group LLC: Thanks. As I understand it, Pandora's music licensing structure is different than yours. They pay a percentage of revenue. I think you guys pay per song. Is there one that you like better? Is there a chance of combining them into sort of a single deal once the transaction is closed? And second, you guys seem very optimistic on the Amazon partnership. Is that an exclusive arrangement? Is there a chance you could get Google or Apple or some other platforms to be part of the Sirius opportunity? Thank you. James E. Meyer - Sirius XM Holdings, Inc.: So, I'll take the second one first, which is the – while we're certainly focused on delivering with Amazon, it is not an exclusive agreement. And we're obviously – we're – put this way, I want again our service to be as easy to listen to on anything and any platform that any customer wants to listen to and I want to make it as easy as possible. And so, as I said, I'm certainly hoping we'll continue to work down that path. It's why I included the comment about distribution models in my comments. On licensing, I'll let David take it in a second, but you did spark something in my mind, I did want to point out and that is with the Music Modernization Act passed a couple of weeks ago and there's certainly been a lot of conversation and a lot of drama around that, one thing that was included in that, that I think is important to note, is that we agreed to essentially now what is nine years remaining on now a constant rate of how we will compensate for performance rights with the music industry. Both David and I think this is a really, really good outcome. While we can argue about the rate and trust me we have argued a lot about the rate, we believe that having predictability and finiteness to the rate for the next nine years is a really important thing for our business. And I think something that's important should be important to investors as well. David J. Frear - Sirius XM Holdings, Inc.: So, Vijay, we aren't looking at the licensing structure going in as something that we would try and blend into one thing that – each company has negotiated a licensing structure with the industry. It applies to the products that we have and I don't see us going in and changing that. Somebody asked in the announcement call whether we could switch the traffic from one license to another and so the game of the system, so to speak, we have absolutely no intention of doing that. But the fact is, is that we have a really material relationship with the world's music industry now, that we -the combined company will be paying them couple billion dollars a year. And we think that that could lead to an interesting dialogue for sort of future opportunities. There's still – there's a lot more that we could do with the music industry than we've been doing so far. And so, we think it all plays well together. Vijay Jayant - Evercore Group LLC: Great. Thanks so much.

And our next question comes from Barton Crockett with B. Riley FBR. Barton Crockett - B. Riley FBR, Inc.: Okay. Great. Thanks for taking the questions. A couple of things I was curious about. One is with this Amazon deal and your discussion around that, you're flagging kind of direct subscriptions – consumer direct subscriptions as a more meaningful opportunity than I've heard you say in the past. Can you give us some sense of the materiality of that in new subscriber addition activity at this point? Is it still pretty small or is that starting to ramp up a little bit? James E. Meyer - Sirius XM Holdings, Inc.: It's still very small. Barton Crockett - B. Riley FBR, Inc.: Okay. All right. And also, when you talked about on Pandora... James E. Meyer - Sirius XM Holdings, Inc.: And to be honest with you, we're still trying to understand the churn characteristics of that business and the various ways that you can promote in that business for stickiness and all those kinds of things. And so, I would expect 2019 to continue to be a learning year, but we're going to go from kind of the elementary school and move up to intermediate or high school. Okay? Because we're going to test our way into this, not just run ramshack into it. Barton Crockett - B. Riley FBR, Inc.: Okay. All right. That's helpful. On Pandora, I also heard you talk about an opportunity to promote them to the people who don't sign up for SiriusXM. Do you guys have any data on what – the Pandora usage among those people who don't sign up for Sirius who decline? I mean, is there a real greenfield opportunity, or is Pandora pretty well-penetrated in that group? And you had also mentioned kind of a potential kind of improved content offering at Pandora. Just wondering if you could flesh that out a little bit in terms of what you're thinking about. Could they share your content? Could you help them get new content? What are you thinking there? James E. Meyer - Sirius XM Holdings, Inc.: So, number one, I think everything is on the table after – by the way, I mean, the end result will be obviously for one plus one to be more than two. It's not from – the idea here is not to have $16 customers move to $10 or $5 or free. Okay? The idea here is I think there is a big opportunity to expand Pandora's listening in the vehicle. They already do really, really well in mobile and they already really do really, really well in-home. They don't do particularly well in the vehicle. It's just a fact that even though we're thrilled with our business and we're thrilled with approaching 35 million – 34 million subscribers, the point is is that the vast majority of people still reject us as they go through our trials because – and the biggest reason being they don't want to pay. By being able to help them and point them towards another alternative which may include things that are not in that alternative today that we either learn through the trial or learn through our discussion with them are important to them that do not cannibalize the ability to be able to monetize those funnels in a way we've been monetizing for SiriusXM existing business I think will be a big opportunity. In terms of the data, I got to tell you, until we can get under the hood and until David and his team can spend more time on – I just – we have some anecdotal data on the question you asked. I'm not confident whether it's right or wrong yet. David J. Frear - Sirius XM Holdings, Inc.: So Barton, again, the go shop expired a few hours ago, right? And so, we'll start now the activity of planning for the integration. Certainly one of the early things we'll do is get the tech teams together to figure out how to match up the data that we have, the data that they have, and there's a little bit of work to do to just do that. And then, once we can mash the databases together, then we can get people to start looking at where the overlap is, where the gaps are and what the opportunities are, and that's exactly what we're going to be doing over the next few months. James E. Meyer - Sirius XM Holdings, Inc.: And we'll see. Barton Crockett - B. Riley FBR, Inc.: Okay. All right. That's great. Thank you.

And we'll take our next question from Jason Bazinet with Citigroup. Jason Boisvert Bazinet - Citigroup Global Markets, Inc.: I just had a two-part question. On Amazon, are we to infer from your comments that that's a domestic-only sort of agreement with Amazon in terms of cross-promotion? James E. Meyer - Sirius XM Holdings, Inc.: Yes. It's U.S.-only. Jason Boisvert Bazinet - Citigroup Global Markets, Inc.: Okay. And then maybe a defensive question. Do you mind just giving us an update on sort of where we are in terms of the number of cars on the road that you would estimate that have some other music subscription service that's sort of embedded in the dash, you know, next to the Siri icon? James E. Meyer - Sirius XM Holdings, Inc.: Well – so, Jason, I think there's two important points here. One is I can't give you that answer off the top of my head. Okay? What I can tell you and what I think everybody needs to be careful before they draw conclusions is that the pie is getting bigger, number one. There's no question in my mind, and the data says, you know, you hear it today from a variety of places. I think Bob Pittman a couple weeks ago spoke quite a bit about research they had done that show, in his words, audio's never been hotter and how much bigger the pie is, and we see the same thing. I think you have to be careful about drawing conclusions on things like Apple Music or Spotify in the car and taking that back to, oh, gee, this is part of that expansion of the pie, because I got to tell you, most of what at least I think we're seeing in the car today is those are substitutive. And basically what they're taking away from is what used to be the package media business for music that then morphed into the MP3 business for music. And so, yes, I think they are growing, don't misread me, but I would absolutely expect Apple Music and Spotify to continue to grow in the vehicle as people choose that as their fundamental way to listen to their music collection, which they've done for 40 – for 50 years, okay, ever since it became mobile, whenever the 8-track made it easy to take mobile products into your car. And so, I think we got to be careful. And again, we've been clear. I see these as two different businesses. They overlap and they – certainly one promotes the other and it always has. Radio has always been a key component to promoting music. We have never intended and we've tried to be very careful about being in a music distribution business solely. We are focused on being in the radio business and that doesn't mean we may or may not offer down the road a $10 music service if our subscribers say they want that, but that won't be the sole focus of our business. Jason Boisvert Bazinet - Citigroup Global Markets, Inc.: Thank you.

And we'll take our next and final question from Brian Russo with Credit Suisse. Brian Russo - Credit Suisse Securities (USA) LLC: Hi. Thanks. I have another Amazon question that's kind of following up on one that you answered a question or two ago. So, you said Amazon is a domestic deal and you've been asked in the past about the potential for a global offering. And given you do have proprietary content outside of music and what could be a global distribution partner in Amazon, I just wanted to revisit the question and ask if you see an opportunity to offer a global streaming product or maybe just your proprietary content. James E. Meyer - Sirius XM Holdings, Inc.: Well, first and foremost, I mean we do have a strong business in Canada that we're very happy with. That is a good profit contributor to us. I can't – I don't remember the reason why the Amazon deal doesn't go to Canada. There's a reason why. And so, I am sure it's a U.S.-only deal. I think I'm just going to answer you straightforward. We haven't done a lot of thinking about our service outside of North America. And I'm not saying that's off the table at all once we complete the acquisition of Pandora. What I am saying is it's way down on our list of things to think about. Brian Russo - Credit Suisse Securities (USA) LLC: Understood. And if I could just ask a follow-up, of your content, of your non-music content, the news and sports and talk, can you give us a sense for how much of that content that you actually own like global rights for? Do you ever wanted to do this? How much of this could you do? James E. Meyer - Sirius XM Holdings, Inc.: It's complicated. And there's no one answer for any of it, quite honestly. Brian Russo - Credit Suisse Securities (USA) LLC: Understood. All right. Thank you. Hooper Stevens - Sirius XM Holdings, Inc.: Thank you very much for participating in today's call and we'll speak to you later in the year or in the fourth quarter call. Thank you.