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

Barton E. Crockett - FBR Capital Markets & Co. Philip A. Cusick - JPMorgan Securities LLC Christopher Barnes - Telsey Advisory Group LLC Jason Boisvert Bazinet - Citigroup Global Markets, Inc. Brandon Ross - BTIG LLC Benjamin Daniel Swinburne - Morgan Stanley & Co. LLC Jessica Jean Reif Cohen - Bank of America Merrill Lynch James Ratcliffe - Evercore Group LLC

Please stand by. Good day everyone, and welcome to SiriusXM's Fourth Quarter and Full Year 2016 Earnings Results Conference Call. For opening remarks and introductions, I will turn the call over to Mr. Hooper Stevens, Vice President, Investor Relations and Finance. Please go ahead, sir. Hooper Stevens - Sirius XM Holdings, Inc.: Thank you, Debbie, and good morning, everyone. Welcome to SiriusXM's fourth quarter 2016 earnings conference call. Today, Jim Meyer, our Chief Executive Officer will be joined by David Frear, our Senior Executive Vice President and Chief Financial Officer. At the conclusion of our prepared remarks, management will be glad to take your questions. We will also be joined by Scott Greenstein, our President and Chief Content Officer, who will be available for the Q&A portion of the call. First, I would like to remind everyone that certain statements made during the call might be forward-looking statements as the term is defined in the Private Securities Litigation Reform Act of 1995. These and all forward-looking statements are based on management's current beliefs and expectations and necessarily depend upon assumptions, data, or methods that may be incorrect or imprecise. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially. For more information about these risks and uncertainties, please view SiriusXM's SEC filings. We advise listeners not to rely unduly on forward-looking statements and disclaim any intent or obligation to update them. As we begin, I would like to advise our listeners that today's results will include discussions about both actual and adjusted results. All discussions of adjusted operating results exclude the effects of stock-based compensation. With that, I'll hand the call over to Jim Meyer. James E. Meyer - Sirius XM Holdings, Inc.: Thanks, Hooper. Good morning. The game remains the same at SiriusXM. Start with a great business plan, execute it well, generate lots of cash and invest and deploy that cash wisely to the benefits of our shareholders. SiriusXM delivered across the board in 2016, setting records for subscribers, revenue, adjusted EBITDA and free cash flow. More than 31 million subscribers, more than $5 billion of revenue and our highest ever adjusted EBITDA and free cash flow. Our track record of delivering what we tell you remains strong as we also beat all of our 2016 guidance on each of these metrics. The $1.66 million net self-pay subscribers we added last year was 18% above our original guidance and the 1.75 million total subscriber gain was 25% above our January 2016 guidance. Thanks to our excellent churn performance and strong sales of SiriusXM equipped automobiles. More people than ever are enjoying SiriusXM's unique and easy-to-use content bundle. The $1.88 billion in adjusted EBITDA we reported represents a margin of 37.3%, a record high full-year number and 80% of that adjusted EBITDA converted to a record of $1.51 billion of free cash flow. Our churn was just under 1.9%. We think the strong retention performance is remarkable given the significant and growing amount of vehicle turnover we naturally pick up as our business grows and matures. All of this should tell you that consumer demand for our business remains healthy and our team at SiriusXM is clearly continuing its excellent operational track record. Indeed, we are encouraged by the strong demand for our service, and we expect more of the same in 2017. The economy is humming along. Housing starts were up 5% in 2016 to a nine-year high while the unemployment rate sits at a healthy 4.7%, also the best in nine years. New car sales exited 2016 with a very healthy December and January looked great, with a SAAR of $17.5 million. As important, our new car penetration rate was as high as ever in 2016 at 75%, and new car conversion rate was also very solid. We expect these will remain healthy in 2017. As we have said before, the used car opportunity continue to grow and will keep growing. About 31% of all used car sales included a satellite radio in 2016, up from 27% the year before and our used car trial capture continues to climb with even more dealerships. As of the end of last year, we are now offering trials at more than 25,000 franchise and independent dealers compared with about 19,000 a year earlier. Our service lane locations are proving to be very fruitful for used car leads, and we will drive this channel harder in 2017. We will also be expanding our relationships with independent service centers and broadening our reach into those groups that touch auto financing such as credit unions. Early in January, we engaged in our normal routine of heading to Las Vegas for the Consumer Electronics Show. By the way, my 33rd year in a row. As the show has become more and more auto centric, it's become a great place for us to connect with the OEMs. I bring this up because this year's meetings struck me as particularly positive for SiriusXM and the long-term potential of our business. Let me explain why with a few takeaways. First, you've heard me say before that our relationship and long-term commitments with the OEMs have never been better, and this was absolutely affirmed during our CES meetings. This was evident from the quality and breadth of our meetings and the great executive support we are getting from all of the OEMs. In this meeting, we shared our latest in-vehicle listening research with the OEMs highlighting the significant and stable usage of SiriusXM among new car buyers, a data series we now have going back many years. We use this data to help identify changes in consumer behavior. Importantly, time spent listening to SiriusXM leads all other audio options, and has not diminished as cars have become connected. Our research now includes Android Auto and Apple CarPlay equipped vehicles, where we are seeing no change in the use of SiriusXM from prior years. Second takeaway, the OEMs feel good about 2017. The daily news out of DC might be dizzying, but most OEMs believe consumers and the economy will take it in stride and continue to perform well. In fact, most of the OEMs I spoke to believe that auto sales will be in about the 17 million range in 2017, flat or down slightly from 2016. We see this as a great environment for SiriusXM. Third, as we continue to iterate and improve 360L, the reaction from the OEMs has simply gotten better and better. While the car planning cycle remains complicated and long, several OEMs are working with us on ways to accelerate elements of 360L as they see the obvious benefits to the entertainment experience for their customers. In-field production tests of 360L are ramping up, and while full deployment will take many years because of the auto cycle, we expect the first launch of 360L in production vehicles to reach the market in early 2018. We are very excited about this milestone and stay tuned for more on this topic as the year progresses. Our business is one to be proud of. Delivering the quarter after quarter consistent operating results you have seen from us for many years is something we focus on and we know our investors appreciate. But our management team and board also spend considerable effort evaluating strategic options and new areas of potential investment. We will always remain very disciplined in how we look at these options to avoid becoming distracted or bogged down with things that risk our laser focus on our immensely profitable and growing satellite radio business. So when we look elsewhere, we search out new opportunities in scalable, defensible areas adjacent to our own with good business models. As I have stated many times before, the connected vehicle is now a reality, and it will have a profound effect on the auto industry, its suppliers and its customers. Some recent studies have indicated new revenue opportunities will be created that could exceed $1 trillion globally. We are working very hard to understand the opportunities in these markets and to focus on those that complement our strengths. One clear opportunity rests in the growing amount of services used by connected cars and future autonomous cars. We feel we have an advantaged and unique position as a trusted service provider to all of the major global OEMs. So, we are obviously looking at areas where this position could prove valuable. Expect to hear more from us in this area in 2017. In addition to studying these and other areas of future investment, we are already making significant investments in the connected vehicle service business, in powerful next-generation satellites and in our 360L platform. We have been clear that we do not care how subscribers listen to SiriusXM, only that they listen. We know we have a dominant in-car listening position, which we continue to strengthen. We are however also very focused on driving usage across mobile platforms and in the home. In December, we launched service on Amazon Fire TV and on Samsung's TV platform. We anticipate there will even be more deployments in the next few months, including Apple TV, Chromecast, Android TV, PlayStation, Roku, and on LG and Sony TVs. Our technology investments are not just improving the in-car experience, but they are also making it much easier to enjoy SiriusXM at home or on-the-go. The vision is really simple. It's to provide a seamless, 360-degree listening experience no matter wherever, whenever, and however our subscribers want it. And we continue to invest in the biggest differentiator we have, our programming and content, which provides us a distinct competitive advantage in audio entertainment. Once again, we raised our game. More live programming, one-of-a-kind concerts, new music channels, and must-hear sporting events. No one else can match our easy-to-use content bundle. We told you to expect more West Coast-oriented programming, and indeed, we created a daily show. Hits 1 in Hollywood coming live from our LA studios. We've also launched new shows hosted by talented stars with embedded followings. Jim Parsons of the Big Bang Theory hosts a smart and funny show about today's state of politics. Late-night star Craig Ferguson will soon start a daily, freeform talk show on our Comedy Greats channel. We are also sorting through the noise to provide our subscribers with easy access to some of the best podcasts. We began carrying some of WNYC's most popular ones including Alec Baldwin's Here's The Thing and Freakonomics Radio. One of the best reasons to be a subscriber to SiriusXM is to gain access to exclusive live events from private locations, experiences you literally cannot buy anywhere else. The latest of Bon Jovi performance in Miami in December which was paired with the Bon Jovi pop-up channel proved to be very popular. We also bring our subscribers frequent live shows from rock to EDM to country that can't be heard on the radio or online elsewhere. New and returning channels such as Road Trip and Yacht Radio are examples that combine unique presentations with concept-based playlist curated by our acclaimed programming staff. We made some major moves in our sports programming also by adding two of the biggest brands in sports. We created a new exclusive 24x7 channel, FOX Sports on SiriusXM, showcasing some of FOX's biggest talent such as Colin Cowherd, Skip Bayless and Shannon Sharpe. We also began an exclusive daily show with Barstool Sports, the multi-platform sports and lifestyle brand that has developed a big cult following for its unfiltered approach. So there you have it, Our team is executing and innovating. We are studying and investing. We are giving our subscribers the best content possible. We are using our record financial results and strong cash flows to continue paying our owners with share buybacks and now dividends, too. And trust me, we are very focused on delivering for you once again in 2017. David? David J. Frear - Sirius XM Holdings, Inc.: Thanks, Jim. Good morning, everyone, and thanks for joining us today. SiriusXM finished an excellent year in 2016 with strong performance and we have guidance for continued strong performance in 2017. So, let's give our performance a little perspective. Over the last four years of steady, but relatively slow U.S. GDP growth, smartphones have grown from 120 million to over 200 million, monthly online radio listeners have grown from 106 million to 155 million, paid streaming subscriptions have grown from 3 million to 20 million and over 200 million continue to listen to AM and FM radio. We live in a very competitive audio entertainment world and we like to compete. In the same four-year period, our subscribers are up 31%, revenue is up 47%, adjusted EBITDA margin has expanded by more than 10 points, adjusted EBITDA has more than doubled, and free cash flow is up 113%, that's also more than double, and we did it on a share base that has shrunk 28% through the repurchase of 2.2 billion shares and we're proud of that record. We started this year, 2016, by reaching 30 million subscribers in the first quarter and the by the end of the year, we added 1.75 million net new subscribers to bring our total sub base to 31.3 million. Self-pay net sub adds for the year were 1.66 million, taking us to just a shade under 26 million self-paying subscribers. Auto sales were essentially flat in the U.S. last year at a pretty robust 17.4 million. But as our full year new car penetration rate increased to 75% from 74% in 2015, sales of SiriusXM-enabled new cars grew 2% and our installed base of vehicles grew 15% to approximately 94.5 million. Used vehicle trial starts were up 22% for the full year 2016 and our total trial funnel ended the year just above $8.8 million, up from $8.3 million a year ago. New car conversions accounted for approximately 49% of our self-pay gross adds for the full year, compared to 50% in 2015. Meanwhile, used car additions were a third of our self-pay adds this year, up 200 basis points from 2015. Self-pay churn rounded up to 1.9% for the full year essentially in line with 2015 and within the 1.8% to 2% range, we have told you to expect over the long term. Fourth quarter 2016 and 2015 churn were also in line at 1.9%. Our full year revenue of $5 billion up 10% year-over-year, and adjusted EBITDA of $1.88 billion up 13% were at all-time highs and we set new fourth quarter records with revenue over $1.3 billion, and adjusted EBITDA of $475 million. Our record-high full year adjusted EBITDA margin totaled 37.3%, a 110 basis points of expansion over 2015. We earned this higher margin despite higher music royalties, higher non-music cost, and increased investments in engineering design and development that were more than offset by lower subscriber acquisition cost in actual dollars, as well as the percentage of revenue and great discipline in the growth of sales and marketing, customer service and billing, and G&A, which all declined as a percent of revenue. ARPU in the fourth quarter hit a record high of $13.16, up 3.2% over $12.75 in the prior year. This took our full year ARPU figure to $12.91, up 3% over 2015 ARPU of $12.53. In 2016, we converted 80% of our full year EBITDA into free cash flow reaching a record high of nearly $1.51 billion, up 15% over 2015. In the fourth quarter, we generated free cash flow of $429 million, up 44% from the fourth quarter of 2015. Capital expenditures totaled $206 million for the full year, up approximately $70 million over 2015 due to increased spending on satellite construction, as well as investments in our streaming platform, 360L and next-generation chipset development. These investment themes will continue in 2017. We initiated our first regular quarterly dividend in the fourth quarter and share buybacks totaled nearly 1.7 billion in 2016 as we repurchased 420 million shares. This brings the total capital return to shareholders since launching our capital return program four years ago to more than $8 billion. If you did the math of applying the 15% higher free cash flow we generated across an average share count that was 9% lower in 2016, the result in quotient will obviously show faster growth. We do use this metric internally and I know that many investors and analysts also look at it. And so, while we can't do the math for you on this call, for your convenience, the necessary information is in the table in both the 10-K and the press release that will allow you to do the math yourself, if you're interested in this metric. Leverage was 3.1 times EBITDA at year-end down from 3.3 times at the end of 2015 and below our expectations as a result of the delay in the Canadian transaction, faster than expected growth in adjusted EBITDA and faster growth in free cash flow. We continue to have plenty of liquidity. As of year-end, our cash on hand totaled $214 million with approximately $143 million of this held in Canadian dollars in anticipation of closing the recapitalization of the Canadian business, which we now expect to occur early in the second quarter. Additionally, the undrawn capacity of our revolver totaled approximately $1.4 billion at year-end. For 2017, we've issued guidance for continued growth in subs, revenue and adjusted EBITDA. We are projecting self-pay net subscriber additions of approximately 1.3 million, revenue of approximately $5.3 billion, adjusted EBITDA of approximately $2.025 billion, and free cash flow of approximately $1.5 billion. We are focused on driving free cash flow out of our enabled fleet of vehicles because that will drive shareholder value. We expect to continue returning substantial capital to investors via buybacks and through continuing dividends. While we are all waiting to see how the tax code maybe restructured and what impact that may have on the appetite for leverage and the optimal way of returning capital to shareholders, our strong business model will continue to generate substantial free cash flow. We feel great about the momentum of our business and are excited for the year ahead. Operator, let's open it up for questions.

Thank you. We'll go first today to Barton Crockett with FBR Capital Markets. Barton E. Crockett - FBR Capital Markets & Co.: Okay. Great. Thanks for taking the question. I was very interested if you could give us any update on how you think the Canadian satellite radio transaction could affect your income statement. I think in the past when you were early in the process, you talked about maybe a 100 basis point lift to margins from a renegotiated royalty. Now that we've gone down this road, can you give us any update on how it could affect the P&L? David J. Frear - Sirius XM Holdings, Inc.: Yeah. I think we have incorporated into our guidance an assumption of the negotiated economics with Canada in the $2.025 billion of adjusted EBITDA. You'll see most of the results come through the other revenue line. And so, what I can tell you is that it's baked into the guidance. Barton E. Crockett - FBR Capital Markets & Co.: Okay. But will the accounting be the same? In other words, will you just get the other revenue in equity and joint venture, or is there some thoughts of consolidating here? David J. Frear - Sirius XM Holdings, Inc.: No. I think we mentioned on the last call that we won't be consolidating it. And so, the accounting will be the same. The renegotiated rates that underpin the agreement will, for the most part, show up in other revenue. And when we get there, we'll help walk everybody through where the changes show up. Barton E. Crockett - FBR Capital Markets & Co.: Okay. Great. And then stepping back a little bit, you guys have had this tremendous success in ramping up the used car free trial program. Could you give us a sense of what percentage of all the used cars that are sold with satellite radio now you think you guys are actually touching with a free trial or connecting with it in some way? I mean, is there much more room to go there? How much are you hitting? David J. Frear - Sirius XM Holdings, Inc.: From sales transactions reported directly to us, we're still in the sort of high 50s. I want to say like 56%, 57% probably. And then, we get title change information from other sources and we remarket to those. Our total touches probably get to about 80% of the SiriusXM enabled vehicles that turn over in the used car market. Barton E. Crockett - FBR Capital Markets & Co.: Okay. All right. That's great. Thank you for that.

We'll go next to Phil Cusick with JPMorgan. Philip A. Cusick - JPMorgan Securities LLC: Hi, guys. Thanks. Following up on Barton's question, can you talk about the health of auto sales in general, and then how many used car trials the company is expecting this year? Also, the historical correlation of new car sales to used turnover, if we saw new car volumes come down, would you expect that to impact the pace of turnover in used, and as well as the penetration increase? Thanks. James E. Meyer - Sirius XM Holdings, Inc.: Yes, so I'll start with, I'm not a macroeconomist. I only see what I see for auto sales, although I do get the privilege of speaking with many, many auto executives and many, many different levels and at a lot of different venues. And as I said in my comments, and I put it in there deliberately, look, the amount of change coming out of Washington and what's going on out there right now, I think the word I used is dizzying, is probably being kind. Things are certainly in a great state of upheaval. But at its core, when you look at auto sales as we exited 2016, they were stronger than we expected as we exited the year. Inventory is a little high but all in all, we were very pleased. And we got the January numbers last night. We're digging through them, but our initial reaction also was those were consistent and actually a tiny bit better than what we expected in January. You couple that with the various conversations I've had with auto executives and all of us believe, at least collectively, that 2017 for auto sales is still looking around 17 million and that's a number we're basing our business on. There is 50 years of history that you can go and look up as to what happens to used car sales when new car sales drop and you can draw your own conclusion from that. Obviously, we would expect our penetration of used cars to continue no matter what happens to those overall sales and we'll see. But, at this point, we don't see the world falling apart. Philip A. Cusick - JPMorgan Securities LLC: Thanks, Jim. Hooper Stevens - Sirius XM Holdings, Inc.: Is there another question, operator?

We'll go next to Tom Eagan with Telsey Advisors. Christopher Barnes - Telsey Advisory Group LLC: Hi. This is actually Chris on for Tom. Thanks for taking our questions. First, could you just tell us the latest on the timing of the CRB proceedings? Is the hearing still in May with the decision by the end of the year? And then, what are the OpEx pluses and minuses that contribute to reaching the 40% longer-term EBITDA margin goal? James E. Meyer - Sirius XM Holdings, Inc.: I'll take the second one first. We obviously don't give those in detail but I think when you run your models particularly the scalability of our declining SAC, coupled with the nature of how our expenses grow versus our versus growth leads us to be very comfortable in giving that projection as a margin we expect to get to. And I applaud you for the question. I should have included in my remarks that we absolutely believe and committed to getting to the 40% EBITDA margin. David, do you want to take CRB question? David J. Frear - Sirius XM Holdings, Inc.: Sure. The CRB, the hearing will be in April and under the statute, a decision due from the judges by December 15. Christopher Barnes - Telsey Advisory Group LLC: Okay. Great. And then just one final one, if I may. Could you just remind us on the satellite launches in 2019 and 2020? Are those still on track and how much will those contribute to CapEx in 2017, 2018, and 2019? Thanks. David J. Frear - Sirius XM Holdings, Inc.: So, the launches are still on track for 2019 and 2020. Just with respect to 2017, we're anticipating that satellite CapEx will probably be up about $50 million from where it is in 2016. And then, the balance of the programs will occur 2018, 2019, and 2020. Christopher Barnes - Telsey Advisory Group LLC: Okay. Great. Thank you.

We'll go next to Jason Bazinet with Citi. Jason Boisvert Bazinet - Citigroup Global Markets, Inc.: Hi. Thanks. You talked about in your prepared remarks a lot of the changes that are going on both in terms of the connected car, but also growth in smartphones and streaming audio services. You've always been very disciplined when it comes to M&A. And I was just wondering, as the landscape sort of evolves beneath you, what would you say you sort of gleaned in terms of the changes in your thinking regarding M&A? The things that maybe were interesting a few years ago that fell by the wayside versus other things that might be more interesting as you watch the world change? James E. Meyer - Sirius XM Holdings, Inc.: So, Jason, this is Jim. Let me make a few comments on that. First and foremost, I think we've been incredibly disciplined on not being distracted by shiny lights, and I would say that's at the core of what we do. We identified – jeez, it goes back – almost five years ago that the connected vehicle was a business that, at that time, as you remember, not many people were talking about and one that we expected would eventually grow to be a mammoth opportunity, and we made an acquisition, I think it's been over three years ago, of a leading provider of connected vehicle services with a company called Agero in Dallas. Jason Boisvert Bazinet - Citigroup Global Markets, Inc.: Yeah. James E. Meyer - Sirius XM Holdings, Inc.: And we've been very quietly and very consistently building and investing in that position and growing it. And what's proven to be right there is that the direction of that business is absolutely set. It's going to have a profound effect on automobiles, on automobile suppliers, and certainly, the users of those automobiles for easily the next 20 years. And so, I would tell you that we see that as a big opportunity evolving, and it's an area we're looking. It's gigantic. There are areas in there we don't belong in, but there are areas in there we continue to look at to find things, and I meant what I said, that are scalable, defensible and adjacent, meaning they require things and skills to be successful with them are things that we know how to do and complement what we do. And so, we're very focused in that area. Second, obviously, the growth of streaming is remarkable. I mean, just from the first paragraph of David's remarks. Jason Boisvert Bazinet - Citigroup Global Markets, Inc.: Right. James E. Meyer - Sirius XM Holdings, Inc.: I think he summed it up pretty succinctly about how much things have just grown in that area in the last three years or four years. I want to be clear. To be successful there, we don't need to acquire anything. I mean, we are investing a huge amount of money in both our streaming platforms, as well as the 360L platform to make sure that our customers will get a seamless experience which will allow them to have SiriusXM or allow them to listen to SiriusXM in any way they want to. And I think what we've learned is that while these technologies change and we all talk about it and write about them a lot, what usually ends up prevailing is the easiest one to use. And so, we're very, very focused on making sure our products evolve and continue to evolve in a very, very easy-to-use way. Jason Boisvert Bazinet - Citigroup Global Markets, Inc.: Very helpful. Thank you.

We'll go next to Brandon Ross with BTIG. Brandon Ross - BTIG LLC: Hi, guys. I have a couple of questions. First, following up on the streaming. At the Citi Conference, you guys sort of dispelled the idea of buying Pandora. Yet, your largest shareholder seems to be out there making his interest known. Can you reconcile that for us? Is there a disagreement on that between Liberty and Sirius? And then you've talked a lot about your efforts outside the car on this call and in mobile. Can you tell us the importance of the mobile funnel for acquiring new subscribers and where you see that going? Thanks. James E. Meyer - Sirius XM Holdings, Inc.: The first question, I'll start with – number one, you obviously – I speak to Greg Maffei multiple times a week. You all can speak to him anyway anytime you want, but I can tell you, there's zero disagreement between Greg and myself on direction going forward on the asset you talked about, so – and second, I thought the comments that David made at the Citi Conference were right on point, and I really don't have anything to add there at all on that particular point. Second, and I want to clarify here, I do see – I'm dealing with your second question now, I do see the mobile funnel certainly as an interesting thing, but I think where we're more focused on is having our subscribers listen to our service across multiple things. And so, we already have, if you think about it, we're getting, let's call it 20 million what I would call target-rich trials every year between our new car and our used car funnel that frankly, a small improvement in yield and a small improvement in our retention curves after the yield from those funnels would yield big subscriber gains. And so, our focus on streaming is more about enhancing the overall listening capability of our products, not necessarily saying, well, let's just go after customers who only want to listen on their mobile phone. That said, we offered a day a mobile-only plan and you'll see us experimenting with more and more over that over the next months and years to come. Brandon Ross - BTIG LLC: Can you just size that mobile-only sub base? James E. Meyer - Sirius XM Holdings, Inc.: I don't really have much to add there. I'm sorry. I don't – I can't. Not right now. Brandon Ross - BTIG LLC: Okay. Thank you.

We'll go next to Ben Swinburne with Morgan Stanley. Benjamin Daniel Swinburne - Morgan Stanley & Co. LLC: Thanks. Good morning, guys. Couple for David first. David, CapEx for 2017 should that $50 million increase in satellite CapEx. Is that a good sort of suggestion for the overall year-over-year change in capital spending 2016 to 2017? And then, I was just curious if you expect that 75% radio penetration rate to grow much. Is there an opportunity to take that higher? Every basis point helps, so just wanted to see if we could revisit that as well. And then, I had a question for Jim. David J. Frear - Sirius XM Holdings, Inc.: Okay. On CapEx, the non-satellite CapEx will grow a little bit as well, but most of the increase will be captured in the $50 million. The – on pen rate, pen rate at this point is – a lot of it is model mix, and what's selling. And with the gas prices lower and SUVs and crossover selling at pretty healthy rates, those are among the higher-penetrated cars. So, I think at this point, we continue to look at pen rate as being stable. And movements in it – while there are still some manufacturers who are increasing a little bit, for the most part, the movement in pen rate has more to do with model mix. Benjamin Daniel Swinburne - Morgan Stanley & Co. LLC: Got it. And then, Jim, just on 360L, now that it's sort of in the – we have a date for it to start, and I realize it will take a long time to get deployed across a meaningful number of vehicles, is there one or two things in that platform that you would point out as being most substantial to the business? Because when we – you know, we tested it a little bit at your Investor Day last November, and there's a lot of really interesting stuff there, both from a consumer experience perspective, but also sort of a customer care, marketing provision. I just want – was curious what you think and what the OEMs think that might be? The – what might have the biggest benefit for you as that gets deployed? James E. Meyer - Sirius XM Holdings, Inc.: Yeah. I think from day one, we've tried to deal with that question across our organization by saying this just isn't a platform we're building to deliver a better product experience to our customers, but it's also a platform we're building to try to build a much better service experience to our customers and by that I mean significantly trying to knock down those impediments that might keep people from either starting their relationship with us or renewing their relationship with us. And so, as we've done it, we've tried to make dealing particularly in the area of renewal or choosing what plan you might want, very, very, very easy. And while we haven't – obviously we're still a year away from seeing this in production vehicles, I'm really encouraged by the field data we have going on right now, how easily people have grasped that concept and I'm really encouraged about what that could have for future value in our business. Second, let's face it, we have an overwhelming amount of content. I mean, we bring a ton of content and I'm always amazed when we talk to people who have left our service and we ask them why, some of them will say, well, you didn't really have what I was looking for and when you say, well, what were you looking for; and they say, and we say, well, did you know we had this and this, and they say, well no, I didn't know that. And so, the number one thing we can do to protect and keep our customers is engagement, engagement, engagement. And 360L has been built to try to drive engagement, but from an intuitive basis, to make it much easier to get further drawn into the Sirius experience and hopefully make our customers happier with what they're getting. So, I'm really encouraged about 360L. Trust me, Ben. I wish I could snap my fingers and make it go 10 times faster. I've tried. We keep working with the automakers about finding ways to do this and do that faster. I've been working here at Sirius now for almost 13 years and the one thing I've learned is the auto cycles are going to go at the speed they go. Benjamin Daniel Swinburne - Morgan Stanley & Co. LLC: Sure. James E. Meyer - Sirius XM Holdings, Inc.: So, but I do believe 360L, both on the programming, the experience the subscriber gets as well as the way the subscriber deals with us, it will have a profound effect on both of those. Benjamin Daniel Swinburne - Morgan Stanley & Co. LLC: Got it. Could I just sneak one more in on M&A and strategy? You talked about adjacencies, Jim. And I think the thing, the deal I can think of historically that you've done that might give us some test case is the Agero deal. When you look back at that transaction and what you paid for it and the business plan, how would you assess it? How has that executed versus your expectations, and how might that guide us in thinking about what you may do next? James E. Meyer - Sirius XM Holdings, Inc.: No, it's a very fair question. And I'll tell you, we're executing slower than what our business plan was. And we probably had to invest more in the business than we originally anticipated. That said, I can tell you we were having all kinds of conversations with the OEMs about wanting to have a position in the connected vehicle space four years ago. Once we owned the connected vehicle business, those conversations became real really, really quick. And so, the acquisition to me alone was worth it for the credibility and the skill set it gave us in that business for what we needed to be able to drive that business forward. Today, I'm really pleased with where that business is. It's taken longer than I would have liked, but a lot of that reason it's taken longer is we're now – and we've announced them all on our earnings curve, we're now so deeply built into many, many, many of the product development cycles of the OEMs for the connected vehicle, it just takes time. And we can now see it. We can't predict what auto sales will be in 2019, but we do know what percent of the vehicles will be with our connected vehicle services, and we really like our position. Benjamin Daniel Swinburne - Morgan Stanley & Co. LLC: Thanks a lot.

We'll go next to Jessica Reif Cohen with Bank of America Merrill Lynch. Jessica Jean Reif Cohen - Bank of America Merrill Lynch: Thanks. Jim, one more question on the connected car. When you were speaking in the prepared remarks, you talked about the global revenue opportunity and global OEM production. Is there a change of heart here? Are you considering any kind of geographic expansion? James E. Meyer - Sirius XM Holdings, Inc.: That's a good question. It's an interesting question, and I think that when you talk to the – for sure, one thing that's occurred with the OEMs I think very clearly in the last five to eight years is every one of them has become globally focused as opposed to only North American or Europe or Asian focused. And so, in many areas, they look for platforms that they can use on a global basis. As we study the changes that are coming in the connected vehicle, we see opportunities in that space that are global in nature. Where we want to be careful is we want to be sure that if get into those businesses on a global basis – by the way, I want to clear, Jessica – this is different than our audio business, okay. But that if we get into those businesses, they're in areas where we can add value and ultimately we can make money. But I will also tell you the automaker is looking for global partners in those areas as well. And so, we'll see. We'll see as we move forward. I want to be clear. Being in those business globally doesn't scare me. There isn't a skill there that we can't master. I think, it's a matter of making sure that if we go into those on a global basis, we can money at it. Jessica Jean Reif Cohen - Bank of America Merrill Lynch: Okay. You said different than the audio business, which I guess... James E. Meyer - Sirius XM Holdings, Inc.: We have no plan to take satellite radio beyond North America. Jessica Jean Reif Cohen - Bank of America Merrill Lynch: Okay. But, okay. But I think you guys said that Scott would be on the call as well. Scott Andrew Greenstein - Sirius XM Holdings, Inc.: Yeah. Jessica Jean Reif Cohen - Bank of America Merrill Lynch: And you haven't mentioned anything since announcing about the video rollout initially with Howard Stern. Is there anything you can say about it now? James E. Meyer - Sirius XM Holdings, Inc.: Scott, you want to take that? Scott Andrew Greenstein - Sirius XM Holdings, Inc.: Sure. Where we are in the video, just to have that as background? When the deal was – the overall deal with Howard was originally done and video was a component, as we can tell from this call with connected car and everything else, one of the things Jim and I wanted to make sure were those rights from video couldn't be turned into any sort of Bluetooth or connected car audio given the relatively static nature of the show and the set and everything else. So, we started with that premise. Once we tied that up, we then went to look at how can we turn this into both a creative exercise that would be interesting to our subscribers, as well as make sense economically. Given the bar of the creativity with Howard integrating the technology, so video will work in our app and all that goes with that. It's totally on plan right now where we're; and Whalerock and I are in daily conversation on reviewing creative and different elements that go with that, and there will be announcements coming over the next calendar – during this calendar year that will lead to the rollout, as Jim has said, but it's a creative process, and as anything we do, we want to make sure it's both correct. It's exciting and it breaks through, and that takes a little time. You can't speed that up any more than the process. And the great thing is that Howard is super engaged with this, and his creative mixed with Whalerock and our team, we feel pretty optimistic where we're going to end up on this. Jessica Jean Reif Cohen - Bank of America Merrill Lynch: And is there any thought of anything beyond doing something with Howard Stern or do you want to see how it works first? Can you just talk about your whole video thought process? James E. Meyer - Sirius XM Holdings, Inc.: Well, for sure in 2017, our focus is to get Howard correct. But absolutely, it's funny we're engaging in a discussion this afternoon on that very question with someone who – the Whalerock team has already brought us a lot of other ideas. Again, here, Jessica, I don't think we're ever going to be in the standalone video business, that's not what we do. What we're trying to do here is we're trying to look for areas where video and that video experience very much complements what our subscribers are getting from SiriusXM. And in fact, would make them more sticky and more appreciative of our service in SiriusXM. Scott Andrew Greenstein - Sirius XM Holdings, Inc.: Exactly. And one final point on that is, often when any kind of video content is launched, whether it's free or pay or anything, there has to be a way to get to people that might care about that video. And sometimes, it can happen through marketing, other times, it's virally or accidently. In our case, as Jim said, it's likely to be in the early stages no different than Howard where there's an existing large or a passionate niche audience that already exists that might have an appetite for a complementary video portion of either that show or independent video that complements the audio and the brand. Jessica Jean Reif Cohen - Bank of America Merrill Lynch: And one – can I, just one last question for David. There was it seemed like unusual swings in the income statement for some of your costs. Programming costs were up a lot. G&A was down a lot. Is there anything we should take out of this going forward? David J. Frear - Sirius XM Holdings, Inc.: No. I don't think so, I mean, we do have some seasonality in the programming cost, and we've got I think a full year effect of NFL running through. There's a full year effect of other contracts running through in the fourth quarter as well. So, it got a little bit of an extra goose, but I don't think you should take anything special away from it. And G&A does tend to – does tend to bounce around a little bit that we can get heavy legal settlements or adjustment of bonus accruals that run through it. But nothing really special, Jessica. Jessica Jean Reif Cohen - Bank of America Merrill Lynch: Great. Thank you.

We'll take our next and final question today from Vijay Jayant with Evercore ISI. James Ratcliffe - Evercore Group LLC: Hi. It's James Ratcliffe for Vijay. A couple if I could. First of all, on the ARPU front, pretty solid trends the last few quarters. How much of that has been driven by the 2016 price increase and what share of customers still have – are on the prior plans, or those who are on the, I guess, Select and Family Select plans? And secondly, if auto sales are going to slow a little bit, what do you think the impact on conversion rate is? Is that last million units or so have a comparable conversion rate to the rest of SAR or is it potentially lower? Thanks. David J. Frear - Sirius XM Holdings, Inc.: You know, we don't – I don't think with the – especially the small magnitude of the slowing in auto sales, there isn't something that we'd change with conversion rates around that. On the ARPU front, what you're getting through there, because it does take about 18 months for a price increase to roll through the business that, you're getting the effective of, sort of – we keep saying that we tinker with the price grid all the time. So, you're getting multiple adjustments rolling through the price grid including changes to the music royalty field over the last couple years. So, it's sort of all varied. It does take a little while for it to work through. I would say that for me, ARPU was higher than I thought it would be in 2016. I don't think you'll see the same kind of increase running in 2017. James Ratcliffe - Evercore Group LLC: Great. Thank you. David J. Frear - Sirius XM Holdings, Inc.: Thanks, everyone.